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HomeMy WebLinkAbout2016-145 Council ResolutionExtract of Minutes of Meeting of the City Council of the City of Lino Lakes, Anoka County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Lino Lakes, Minnesota, was duly held in the City Hall in said City on Monday, October 24, 2016, commencing at 6:30 P.M. The following members were present: Maher, Manthey, Kusterman, Rafferty, Reinert and the following were absent: none *** The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City's General Obligation Water Utility Revenue Bonds, Series 2016A, to be issued in the original aggregate principal amount of $1,420,000. The City Administrator presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals are as set forth in EXHIBIT A attached. After due consideration of the proposals, Member Maher then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 486864v1 JAE LN140-117 A-1 RESOLUTION NO. 16-145 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION WATER UTILITY REVENUE BONDS, SERIES 2016A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $1,420,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Lino Lakes, Anoka County, Minnesota (the "City"), as follows: Section 1. Sale of Bonds. 1.01. Authorization for Sale of Bonds. Pursuant to a resolution adopted by the City Council of the City on September 26, 2016, the City authorized the sale of its General Obligation Water Utility Revenue Bonds, Series 2016A (the "Bonds"), to finance the construction of various improvements to the City's water system (the "Project"), pursuant to Minnesota Statutes, Chapters 444 and 475, as amended (collectively, the "Act"). 1.02. Award to the Purchaser and Interest Rates. The proposal of (the "Purchaser") to purchase the Bonds of the City is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $ (par amount of $1,420,000, [plus original issue premium of $ ,] [less original issue discount of $ ,] less underwriter's discount of $ ), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2018 2019 2020 2021 2022 True interest cost: 2023 2024 2025 2026 2027 1.03. Purchase Contract. The sum of $ , being the amount proposed by the Purchaser in excess of $1,407,930, shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund hereinafter created, as determined by the Finance Director of the City in consultation with the City's municipal advisor. The Finance Director is directed to deposit the good faith check or deposit of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith deposits of the unsuccessful proposers. The Mayor and City Administrator are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act and the City Charter in the total principal amount of $1,420,000, originally dated November 23, 2016, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: 486864v1 JAE LN 140-117 A-2 Year Amount Year Amount 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 1.05. Optional Redemption. The City may elect on February 1, 2025, and on any day thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. [1.06. Mandatory Redemption; Term Bond. To be completed if Term Bonds are requested by the Purchaser.] Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2017, to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for 486864v1 JAE LN140-117 A-3 registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver any new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 486864v1 JAE LN140-117 A-4 2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, Saint Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Administrator must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the Finance Director and executed on behalf of the City by the signatures of the Mayor and the City Administrator, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the City Administrator will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Administrator is directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds are payable from the General Obligation Water Utility Revenue Bonds, Series 2016A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund shall be administered by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The City will continue to maintain and operate its Water Fund to which will be credited all gross revenues of the water system and out 486864v1 JAE LN140-117 A-5 of which will be paid all normal and reasonable expenses of current operations of such system. Any balances therein are deemed net revenues (the "Net Revenues") and will be transferred, from time to time, to the Debt Service Fund, which Debt Service Fund will be used only to pay principal of and interest on the Bonds and any other bonds similarly authorized. There will always be retained in the Debt Service Fund a sufficient amount to pay principal of and interest on all the Bonds, and the Finance Director must report any current or anticipated deficiency in the Debt Service Fund to the City Council. There is also appropriated to the Debt Service Fund (i) capitalized interest financed from proceeds of the Bonds, if any; and (ii) amounts over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. 4.02. Construction Fund. The City hereby creates the General Obligation Water Utility Revenue Bonds, Series 2016A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the appropriations made in Section 4.01 hereof, will be deposited in the Construction Fund to be used solely to defray expenses of the Project. When the Project is completed and the cost thereof paid, the Construction Fund is to be closed and any funds remaining may be deposited in the Debt Service Fund. 4.03. City Covenants. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants and agreements: (a) The City will continue to maintain and efficiently operate the water system as a public utility and convenience free from competition of other like municipal utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the Water Fund, as hereinabove provided, and will make no expenditures from those accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Debt Service Fund as a separate account and will cause money to be credited thereto from time to time, out of Net Revenues from the water system in sums sufficient to pay principal of and interest on the Bonds when due. (c) The City will keep and maintain proper and adequate books of records and accounts separate from all other records of the City in which will be complete and correct entries as to all transactions relating to the water system and which will be open to inspection and copying by any Bondholder, or the Bondholder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountant and statements of such audit and report will be furnished to all Bondholders upon request. (d) The City Council will cause persons handling revenues of the water system to be bonded in reasonable amounts for the protection of the City and the Bondholders and will cause the funds collected on account of the operations of such systems to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. (e) The City Council will keep the water system insured at all times against loss by fire, tornado and other risks customarily insured against with an insurer or insurers in good standing, in such amounts as are customary for like plants, to protect the holders, from time to time, of the Bonds and the City from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. (f) The City and each and all of its officers will punctually perform all duties with reference to the water system as required by law. 486864v1 JAE LN140-117 A-6 (g) The City will impose and collect charges of the nature authorized by Section 444.075 of the Act, at the times and in the amounts required to produce Net Revenues adequate to pay all principal and interest when due on the Bonds and to create and maintain such reserves securing said payments as may be provided in this resolution. (h) The City Council will levy general ad valorem taxes on all taxable property in the City when required to meet any deficiency in Net Revenues. 4.04. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 4.05. Debt Service Coverage. It is hereby determined that the estimated collection of Net Revenues from the water system of the City for the payment of principal and interest on the Bonds will produce at least five percent (5%) in excess of the amount needed to meet, when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.06. Filing of Resolution. The City Administrator is authorized and directed to file a certified copy of this resolution with the Manager of Property Records and Taxation of Anoka County, Minnesota and to obtain the certificate required by Section 475.63 of the Act. Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor, the City Administrator, and the Finance Director are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 5.03. Other Certificates. The Mayor, the City Administrator, and the Finance Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor, the City Administrator, and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 486864v1 JAE LN140-117 A-7 Section 6. Tax Covenants. 6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. Rebate. (a) The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued in calendar year 2016) exceed the small -issuer exception amount of $5,000,000. (b) For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements with respect to the Bonds, the City hereby finds, determines, and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2016 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2016 have been designated for purposes of Section 265(b)(3) of the Code. 6.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. 486864v1 JAE LN140-117 A-8 Section 7. Book -Entry System; Limited Obligation of City. 7.01. The Depository Trust Company. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities 486864v1 JAE LN 140-117 A-9 depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. 486864v1 JAE LN140-117 (The remainder of this page is intentionally left blank.) A-10 The motion for the adoption of the foregoing resolution was introduced by Council Member Maher and was duly seconded by Council Member Rafferty and upon vote being taken thereon, the following voted in favor thereof: Maher, Rafferty, Manthey, Reinert The following voted against same: none (Abstain - Kusterman) ATTEST: 486864v1 JAE LN140-117 A-11 486864v1 JAE LN140-117 EXHIBIT A PROPOSALS A-12 EXHIBIT B FORM OF BOND No. R- $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF LINO LAKES GENERAL OBLIGATION WATER UTILITY REVENUE BOND SERIES 2016A Date of Rate Maturity Original Issue February 1, 20_ November 23, 2016 Registered Owner: CEDE & CO. CUSIP The City of Lino Lakes, Minnesota, a duly organized and existing municipal corporation in Anoka County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 2017, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by U.S. Bank National Association, Saint Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2025, and on any day thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $1,420,000 all of like original issue date and tenor, except as to number, maturity date, interest rate, and redemption privilege, all issued pursuant to a resolution adopted by the City Council on October 24, 2016 (the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be incurred in making certain improvements to the water system of the City, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 444 and 475, as amended, and the principal hereof and interest hereon are payable primarily from net revenues of the water system of the City, as set forth in the Resolution to which reference is 486864v1 JAE LN140-117 B-1 made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in net revenues pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has covenanted and agreed that it will continue to own and operate the water system free from competition by other like municipal utilities; that adequate insurance on said system and suitable fidelity bonds on employees will be carried; that proper and adequate books of account will be kept showing all receipts and disbursements relating to the Water Fund, into which it will pay all of the gross revenues from the water system; that it will also create and maintain a General Obligation Water Utility Revenue Bonds, Series 2016A Debt Service Fund, into which it will pay, out of the net revenues from the water system a sum sufficient to pay principal of the Bonds and interest on the Bonds when due; and that it will provide, by ad valorem tax levies, for any deficiency in required net revenues of the water system. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter and the Constitution and laws of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory, or charter limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Lino Lakes, Anoka County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Administrator and has caused this Bond to be dated as of the date set forth below. 486864v1 JAE LN 140-117 B-2 Dated: November 23, 2016 (Facsimile) Mayor CITY OF LINO LAKES, MINNESOTA (Facsimile) City Administrator CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value ASSIGNMENT received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute Bond on the books kept for premises. and appoint attorney to transfer the said registration of the within Bond, with full power of substitution in the Dated: 486864v1 JAE LN I40- 117 B-3 Notice: Signature Guaranteed: 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. NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration Signature of Registered Owner Officer of Registrar Cede & Co. Federal ID #13-2555119 486864v1 JAE LN140-117 B-4 STATE OF MINNESOTA ) COUNTY OF ANOKA ) SS. CITY OF LINO LAKES ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Lino Lakes, Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on October 24, 2016, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City's General Obligation Water Utility Revenue Bonds, Series 2016A, in the original aggregate principal amount of $1,420,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of , 2016. City Clerk City of Lino Lakes, Minnesota (SEAL) 486864v1 JAE LN140-117 STATE OF MINNESOTA COUNTY OF ANOKA CERTIFICATE OF MANAGER OF PROPERTY RECORDS AND TAXATION AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned Manager of Property Records and Taxation of Anoka County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Lino Lakes, Minnesota (the "City"), on October 24, 2016, relating to the City's General Obligation Water Utility Revenue Bonds, Series 2016A, issued in the original aggregate principal amount of $1,420,000, dated November 23, 2016, has been filed in my office and said bonds have been entered on the register of obligations in my office. WITNESS My hand and official seal this day of , 2016. MANAGER OF PROPERTY RECORDS AND TAXATION ANOKA COUNTY, MINNESOTA By Its (SEAL) 486864v1 JAE LN140-117 S&P Global Ratings RatingsDirect® Summary: Lino Lakes City, Minnesota; Appropriations; General Obligation Primary Credit Analyst: Angel A Bacio, Centennial 303-721-4671; angel.bacio@spglobal.com Secondary Contact: David H Smith, Chicago (312) 233-7029; david.smith@spglobal.com Table Of Contents Rationale Outlook Related Research W W W. STANDARDANDPOORS. COM /RATINGSDIRECT OCTOBER 21, 2016 1 1741666 I 302253518 Summary: Lino Lakes City, Minnesota; Appropriations; General Obligation Credit Profile US$1.98 mil taxable GO imp rfdg bnds ser 2016B due 02/01/2021 Long Term Rating AA/Stable US$1.6 mil GO tax abatement rfdg bnds ser 2016C due 02/01/2023 Long Term Rating AA/Stable US$1.42 mil GO wtr util rev bnds ser 2016A due 02/01/2027 Long Term Rating AA/Stable Lino Lakes City GO Long Term Rating Rationale AA/Stable New New New Affirmed S&P Global Ratings assigned its 'AA' underlying rating to Lino Lakes City, Minn.'s series 2016A general obligation (GO) water utility revenue bonds, 2016B taxable GO improvement refunding bonds, and 2016C GO tax abatement refunding bonds. At the same time, we affirmed our 'AA' underlying rating on the city's outstanding GO debt and affirmed our 'AA-' rating on the city's outstanding appropriation debt. The outlook on all ratings is stable. We rate the series 2015 lease revenue bonds one notch lower than the city's GO debt because of the annual appropriation risk associated with the bonds. A pledge of the city's full -faith -credit -and -resources and its unlimited property tax pledge secure the bonds. For the 2016A bonds the city has pledged net revenues of the water utility system, for the 2016B bonds the city has pledged special assessments against benefitted properties, and for the 2016C bonds the city has also pledged tax abatement revenues though our rating on all series is on the unlimited tax pledged. It is our understanding that bond proceeds from the 2016A bonds will be used to finance water system improvements and the 2016B and 2016C bond proceeds will be used to refund existing GO debt for interest cost savings only. The ratings reflect our assessment of the following factors: • Strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Strong management, with "good" financial policies and practices under our financial management assessment (FMA) methodology; • Strong budgetary performance, with operating results that we expect could improve in the near term relative to fiscal 2015, which closed with an operating surplus in the general fund but an operating surplus at the total governmental fund level in fiscal 2015; • Very strong budgetary flexibility, with an available fund balance in fiscal 2015 of 67% of operating expenditures; • Very strong liquidity, with total government available cash at 2.7x total governmental fund expenditures and 10.7x WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 21, 2016 2 1741666 I 302253518 Th Summary: Lino Lakes City, Minnesota; Appropriations; General Obligation governmental debt service; • Weak debt and contingent liability position, with debt service carrying charges at 24.9% of expenditures and net direct debt that is 205.5% of total governmental fund revenue, but rapid amortization, with 83.4% of debt scheduled to be retired in 10 years; and • Strong institutional framework score. Strong economy We consider Lino Lakes City's economy strong. The city, with an estimated population of 21,629, is located in Anoka County in the Minneapolis -St. Paul -Bloomington, MN -WI MSA, which we consider to be broad and diverse. The city has a projected per capita effective buying income of 121% of the national level and per capita market value of $90,702. Overall, the city's market value grew by 4.6% over the past year to $2.0 billion in 2016. The county unemployment rate was 3.6% in 2015. The city is located 20 miles north of St. Paul and encompasses an area of roughly 33 square miles. The city is mostly residential, making up roughly 75% of its tax base with the next biggest contributor being commercial/industrial making up 14%. Residents of the city have access to the greater Minneapolis/St. Paul Metropolitan Statistical Area (MSA), which provided ample employment opportunities for the residents of the city. We understand that the city has recently approved plans for additional residential developments. Currently the city expects market values to increase at a 3% to 6% annual rate over the next couple years. Based on the recent approval of new residential properties we view these results as likely. Strong management ▪ We view the city's management as strong, with "good" financial policies and practices under our FMA methodology, indicating financial practices exist in most areas, but that governance officials might not formalize or monitor all of them on a regular basis. Some of management highlights include: • Use of at least three years of historical information in the formulation of the upcoming years revenue and expenditure assumptions with the help of outside sources and a line -by-line approach to budgeting; • Quarterly reporting of budget -to -actual performance to the council with the ability to make amendments to the budget as needed; • Formalized long-term financial plan that looks out five years and is updated on an annual basis; • Long-term capital plan that looks out five years and has sources and uses of funds identified; • Formalized investment management policy with monthly reporting of interest earnings and holdings; • No formalized debt management policy, though it adheres to state guidelines; and • Formalized fund balance policy, though it has a target to maintain 40% to 50% of expenditures for cash-flow needs. Strong budgetary performance Lino Lakes City's budgetary performance is strong in our opinion. The city had surplus operating results in the general fund of 7.4% of expenditures, but a deficit result across all governmental funds of positive 1.4% in fiscal 2015. Our assessment accounts for the fact that we expect budgetary results could improve from 2015 results in the near term. Our calculations are made by making adjustments for expenditures that we view as one time in nature. For fiscal 2015 \. . (Dec. 31), the city had a positive variance and a positive net result of $640,000. Management attributes this to the WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 21, 2016 3 1741666 1 302253518 Summary: Lino Lakes City, Minnesota; Appropriations; General Obligation increase in permit revenues coupled with a favorable variance due to vacancies on budgeted expenditures. For fiscal 2016, the city budgeted for the use of $424,000 though through the first three quarters of the year are expecting better -than -budgeted results and will likely end with close to breakeven results. From a total governmental standpoint the city expect to end with breakeven operations in fiscal year 2016. Based on historical performance and budgeting practices of the city, we believe they will likely maintain strong budgetary performance as it has consistently been able to outperform the budget. Very strong budgetary flexibility Lino Lakes City's budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2015 of 67% of operating expenditures, or $5.7 million. We expect the available fund balance to remain above 30% of expenditures for the current and next fiscal years, which we view as a positive credit factor. Based on the current budget for the fiscal 2016, we believe the city's available fund balance as a percentage of expenditures will remain above 30%, which we consider very strong. Very strong liquidity In our opinion, Lino Lakes City's liquidity is very strong, with total government available cash at 2.7x total governmental fund expenditures and 10.7x governmental debt service in 2015. We believe that the city has strong access to external liquidity, having issued GO debt which demonstrates access to capital markets. We do not expect its cash position, with respect to its total governmental expenditures and debt service, to change much during the next two years and it will remain strong. We understand that currently, the city does not have any potential contingent liabilities that could have an adverse impact on the cash position. The city maintains investments in highly rated securities so we do not view their investment practices as aggressive. Weak debt and contingent liability profile In our view, Lino Lakes City's debt and contingent liability profile is weak. Total governmental fund debt service is 24.9% of total governmental fund expenditures, and net direct debt is 205.5% of total governmental fund revenue. Approximately 83.4% of the direct debt is scheduled to be repaid within 10 years, which is in our view a positive credit factor. We understand that the city currently plans to issue an additional $5 million in debt for capital needs of the city and management has confirmed that it does not use alternative financing. Lino Lakes City's combined required pension and actual other postemployment benefits (OPEB) contributions totaled 4.5% of total governmental fund expenditures in 2015. The city made its full annual required pension contribution in 2015. All full-time and certain part-time employees of the city are covered by defined benefit pension plans administered by the Public Employee Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund and the Public Employees Police and Fire Fund, which are cost-sharing, multi-employer retirement plans. The city makes its statutorily required contributions each year. Using updated reporting standards in accordance with Governmental Accounting Standard Board (GASB) Statement W W W. STANDARDANDP DORS. CO M /RATINGSDIRECT OCTOBER 21, 2016 4 1741666 302253518 Summary: Lino Lakes City, Minnesota; Appropriations; General Obligation No. 67 & 68, the city's net pension liability as of 2015 was $4.9 million for both plans. The largest plan, the municipal employees plan, maintained a funded level of 86.6%, using the plan's fiduciary net position as a percentage of the total pension liability. We understand that the city has joined the Statewide Lump -Sum Volunteer Firefighter Retirement Plan (SVFRP) administered by the Public Employee Retirement Association (PERA) for the benefit of the city's firefighters. Strong institutional framework The institutional framework score for Minnesota cities with a population greater than 2,500 is strong. Outlook The stable outlook reflects our view that the city will maintain its very strong budgetary flexibility, so we do not expect to change the ratings within the two-year outlook period. We expect the city will be able to address any potential budgetary pressures to maintain fiscal balance and will maintain very strong reserves in compliance with its formalized fund balance policy. Downside scenario A lower rating is possible if the budgetary performance were to decline to a level we view as weak or very weak, causing a significant deterioration in the city's budgetary flexibility. Upside scenario A higher rating is possible if the city's economic score were to improve to levels commensurate with those of higher -rated peers, which could occur if the city's income level and market value per capita were to increase or if our view of management were to increase to very strong. Related Research • S&P Public Finance Local GO Criteria: How We Adjust Data For Analytic Consistency, Sept. 12, 2013 • Incorporating GASB 67 And 68: Evaluating Pension/OPEB Obligations Under Standard & Poor's U.S. Local Government GO Criteria, Sept. 2, 2015 Ratings Detail (As Of October 21, 2016) Lino Lakes City GO Long Term Rating Lino Lakes Econ Dev Autn, Minnesota Lino Lakes City, Minnesota Lino Lakes Econ Dev Autn (Lino Lakes City) APPROP Long Term Rating AA/Stable AA -/Stable Affirmed Affirmed Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. www.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 21, 2016 5 1741666 1 302253518 Summary: Lino Lakes City, Minnesota; Appropriations; General Obligation Please see Ratings Criteria at www.standardandpoors.com for further information. 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CO M /RATINGSDIRECT OCTOBER 21, 2016 7 1741666 1 302253518 AWARD: SALE: Springsted Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101-2887 Tel: 651-223-3000 Fax: 651-223-3002 Email: advisors@springsted.com www.springsted.com $1,600,000* CITY OF LINO LAKES, MINNESOTA GENERAL OBLIGATION TAX ABATEMENT REFUNDING BONDS, SERIES 2016C (BOOK ENTRY ONLY) UNITED BANKERS' BANK October 24, 2016 S&P Rating: AA Bidder Interest Rates Price Net Interest True Interest Cost Rate UNITED BANKERS' BANK 1.00% 2018 1.10% 2019 1.20% 2020 1.30% 2021 1.40% 2022 1.50% 2023 'OBERT W. BAIRD & COMPANY, 1.00% 2018 L. INCORPORATED 2.00% 2019-2023 C.L. KING & ASSOCIATES WMBE CRONIN & CO., INC. VINING-SPARKS IBG, LIMITED PARTNERSHIP EDWARD D. JONES & COMPANY SAMCO CAPITAL MARKETS COASTAL SECURITIES, INC. WNJ CAPITAL CREWS & ASSOCIATES, INC. DAVENPORT & CO. LLC DUNCAN-WILLIAMS, INC. ROSS, SINCLAIRE & ASSOCIATES, LLC DOUGHERTY & COMPANY, LLC LOOP CAPITAL MARKETS COUNTRY CLUB BANK OPPENHEIMER & CO. SUMRIDGE PARTNERS R. SEELAUS & COMPANY, INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC. ALAMO CAPITAL WMBE IFS SECURITIES RAFFERTY CAPITAL MARKETS FIRST EMPIRE SECURITIES UMB BANK, N.A. W.H. MELL ASSOCIATES WAYNE HUMMER & CO. -MS BONDS INC. \_,,iRST KENTUCKY SECURITIES CORP. CENTRAL STATES CAPITAL MARKETS WEDBUSH SECURITIES INC. Subsequent to bid opening, the issue size was not changed. $1,592,800.00 $1,629,161.55 $90,079.72 1.4607% $91,707.89 1.4652% Public Sector Advisors Bidder Interest Net Interest True Interest Rates Price Cost Rate NORTHLAND SECURITIES, INC. 1.00% 2018 $1,590,586.25 $92,293.47 1.4980c. 1.10% 2019 1.20% 2020 1.30% 2021 1.40% 2022 1.50% 2023 These Bonds are being reoffered at Par. BBI: 3.28% Average Maturity: 3.861 Years AWARD: SALE: Springsted Springsted Incorporated 380 Jackson Street, Suite 300 Saint. Paul, MN 55101-2887 Tel: 651-223-3000 Fax: 651-223-3002 Email: advisors@springsted.com www.springsted.com $1,980,000(a) CITY OF LINO LAKES, MINNESOTA TAXABLE GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 2016B (BOOK ENTRY ONLY) NORTHLAND SECURITIES, INC. October 24, 2016 S&P Rating: AA Bidder Interest Rates Price Net Interest Cost True Interest Rate "IORTHLAND SECURITIES, INC. UNITED BANKERS' BANK FIFTH THIRD SECURITIES, INC. (a) (b) 0.875% 2018 1.10% 2019 1.30% 2020 1.50% 2021 0.95% 2018 1.15% 2019 1.35% 2020 1.55% 2021 $1,973,688.50(b) $75,875.72(b) $1,975,545.00 $76,848.89 4.00% 2018-2021 $2,109,943.10 $85,016.90 Subsequent to bid opening, the issue size decreased from $1,980,000 to $1,975,000. 1.4130%(b) 1.4303% 1.5129% Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to $1,968,704.44, $75, 652.50, and 1.4131%, respectively. Public Sector Advisors Bidder Interest Rates Price Net Interest Cost True Interest Rate ROBERT W. BAIRD & COMPANY, INCORPORATED C.L. KING & ASSOCIATES WMBE CRONIN & CO., INC. VINING-SPARKS IBG, LIMITED PARTNERSHIP EDWARD D. JONES & COMPANY SAMCO CAPITAL MARKETS COASTAL SECURITIES, INC. WNJ CAPITAL CREWS & ASSOCIATES, INC. DAVENPORT & CO. LLC DUNCAN-WILLIAMS, INC. ROSS, SINCLAIRE & ASSOCIATES, LLC DOUGHERTY & COMPANY, LLC LOOP CAPITAL MARKETS COUNTRY CLUB BANK OPPENHEIMER & CO. SUMRIDGE PARTNERS R. SEELAUS & COMPANY, INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC. ALAMO CAPITAL WMBE IFS SECURITIES RAFFERTY CAPITAL MARKETS FIRST EMPIRE SECURITIES UMB BANK, N.A. W.H. MELL ASSOCIATES WAYNE HUMMER & CO. FMS BONDS INC. FIRST KENTUCKY SECURITIES CORP. CENTRAL STATES CAPITAL MARKETS WEDBUSH SECURITIES INC. 2.00% 2018-2021 UMB BANK, N.A. 2.00% 2018-2021 PIPER JAFFRAY & CO. 1.05% 2018 1.25% 2019 1.45% 2020 1.65% 2021 STIFEL, NICOLAUS & COMPANY, 2.00% 2018-2021 INCORPORATED $2,002,748.80 $84,731.20 $2,000,889.00 $86,591.00 $1,971,609.50 $86,158.39 $1,997,888.50 $89,591.50 1.5636` \ 1.5990% 1.6057% 1.6561% These Bonds are being reoffered at Par. BBI: 3.28% Average Maturity: 2.714 Years Springsted Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101-2887 Tel: 651-223-3000 Fax: 651-223-3002 Email: advisors@springsted.com www.springsted.com $1,420,000* CITY OF LINO LAKES, MINNESOTA GENERAL OBLIGAITON WATER UTILITY REVENUE BONDS, SERIES 2016A (BOOK ENTRY ONLY) AWARD: ROBERT W. BAIRD & COMPANY, INCORPORATED AND SYNDICATE SALE: October 24, 2016 S&P Rating: AA Bidder Interest Rates Price Net Interest True Interest Cost Rate ROBERT W. BAIRD & COMPANY, 2.00% 2018-2027 $1,457,236.75 $127,627.69 1.5210% INCORPORATED C.L. KING & ASSOCIATES WMBE "RONIN & CO., INC. CAPITAL CREWS & ASSOCIATES, INC. DAVENPORT & CO. LLC ROSS, SINCLAIRE & ASSOCIATES, LLC LOOP CAPITAL MARKETS COUNTRY CLUB BANK OPPENHEIMER & CO. SUMRIDGE PARTNERS R. SEELAUS & COMPANY., INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC. ALAMO CAPITAL WMBE IFS SECURITIES RAFFERTY CAPITAL MARKETS W.H. MELL ASSOCIATES WAYNE HUMMER & CO. FMS BONDS INC. CENTRAL STATES CAPITAL MARKETS STIFEL, NICOLAUS & COMPANY, INCORPORATED UNITED BANKERS' BANK NORTHLAND SECURITIES, INC. 2.00% 2018-2027 $1,456,881.75 $127,982.69 1.5255% 2.00% 2018-2027 $1,454,068.86 $130,795.58 1.5611% 2.00% 2018-2023 $1,442,746.70 $130,968.86 1.5720% 1.50% 2024-2025 2.00% 2026-2027 Subsequent to bid opening, the issue size was not changed. Public Sector Advisors Bidder UMB BANK, N.A. Interest Net Interest True Interest Rates Price Cost Rate 2.00% 2018-2023 $1,471,688.00 $138,858.67A—N. 1.6397 2.50% 2024-2027 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 2.00% 2018 0.90% 2.00% 2019 1.00% 2.00% 2020 1.10% 2.00% 2021 1.15% 2.00% 2022 1.25% 2.00% 2023 1.35% 2.00% 2024 1.45% 2.00% 2025 1.55% 2.00% 2026 1.65% 2.00% 2027 1.75% BBI: 3.28% Average Maturity: 5.805 Years