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HomeMy WebLinkAbout2010-031 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, Anoka County, Minnesota, was held at the City Hall in the City on Monday, April 12, 2010, commencing at 6:30 P.M. The following members of the Council were present: and the following were absent: * * * The following written resolution was presented by Councilmember I)oese,t- , who moved its adoption, the reading of which had been dispensed with by unanimous consent: RESOLUTION NO. 10 -31 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF APPROXIMATELY $1,015,000 GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE REFUNDING BONDS, SERIES 2010A BE IT RESOLVED By the City Council of the City of Lino Lakes, Anoka County, Minnesota (the "City ") as follows: 1. It is hereby determined that: (a) the City is authorized by Minnesota Statutes, Chapter 475 (the "Act ") and section 475.67, subdivision 3, of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment; • • • (b) Section 475.67, subdivision 4 of the Act permits the sale of refunding obligations during the six month period prior to the date on which the obligations to be refunded may be called for redemption; (c) it is necessary and expedient to the sound financial management of the City that the City issue approximately $1,015,000 General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A (the "Bonds ") to refund certain outstanding general obligations of the City. (d) the outstanding bonds to be refunded (the "Refunded Bonds ") consist of the $1,330,000 General Obligation Improvement and Utility Revenue Bonds, Series 2004A, dated November 15, 2004, of which $965,000 in principal amount is currently outstanding and is callable on July 1, 2010. 2. The City will issue and sell Bonds in the amount of approximately $1,015,000. To provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $1,007,134. The excess of the purchase price of the Bonds over the sum of $7,866 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on the additional Bonds, unless otherwise provided in the resolution awarding sale of the Bonds. The amounts cited above are subject to adjustment in accordance with the Terms of Proposal. The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms of Proposal: 366343v1 SJB LN 140 -106 2 • THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: • TERMS OF PROPOSAL $1,015,000* CITY OF LINO LAKES, MINNESOTA GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE REFUNDING BONDS, SERIES 2010A (BOOK ENTRY ONLY) Proposals for the Bonds and the Good Faith Deposit ( "Deposit ") will be received on Monday, May 10, 2010, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time proposals will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223 -3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223 -3000 or fax (651) 223 -3046 for inclusion in the submitted Proposal. OR (b) Electronic Bidding Notice is hereby given that electronic proposals will be received via PARITY ®. For purposes of the electronic bidding process, the time as maintained by PARITY® shall constitute the official time with respect to all Bids submitted to PARITY ®. Each bidder shall be solely responsible for making necessary arrangements to access PARITY® for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents nor PARITY® shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents nor PARITY® shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY ®. The City is using the services of PARITY® solely as a communication mechanism to conduct the electronic bidding for the Bonds, and PARITY® is not an agent of the City. Preliminary; subject to change. 366343v1 SJB LN140 -106 3 • • If any provisions of this Terms of Proposal conflict with information provided by PARITY ®, this Terms of Proposal shall control. Further information about PARITY ®, including any fee charged, may be obtained from: PARITY ®, 1359 Broadway, 2nd Floor, New York, New York 10018 Customer Support: (212) 849 -5000 DETAILS OF THE BONDS The Bonds will be dated June 1, 2010, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2011. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature February 1 in the years and amounts* as follows: 2011 $105,000 2012 $ 95,000 2013 $ 95,000 2014 $ 95,000 2015 $100,000 2016 $100,000 2017 $100,000 2018 $105,000 2019 $110,000 2020 $110,000 * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds or the maturity amounts offered for sale. Any such increase or reduction will be made in multiples of $5, 000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. 366343v1 SJB LN140 -106 4 • • • REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The Bonds will not be subject to payment in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties and net revenues of the City's water utility. The proceeds will be used to refund the February 1, 2011 through February 1, 2020 maturities of the City's General Obligation Improvement and Utility Revenue Bonds, Series 2004A, dated November 15, 2004. BIDDING PARAMETERS Proposals shall be for not less than $1,007,134 and accrued interest on the total principal amount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. GOOD FAITH DEPOSIT Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of $10,150, in the form of a certified or cashier's check, a wire transfer, or Financial Surety Bond and delivered to Springsted Incorporated prior to the time proposals will be opened. Each bidder shall be solely responsible for the timely delivery of their Deposit whether by check, wire transfer or Financial Surety Bond. Neither the City nor Springsted Incorporated have any liability for delays in the transmission of the Deposit. Any Deposit made by certified or cashier's check should be made payable to the City and delivered to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55101. 366343v1 SJB LN140 -106 5 • • Any Deposit sent via wire transfer should be sent to Springsted Incorporated as the City's agent according to the following instructions: Wells Fargo Bank, N.A., San Francisco, CA 94104 ABA #121000248 For credit to Springsted Incorporated, Account #635 - 5007954 Contemporaneously with such wire transfer, the bidder shall send an e -mail to bond_services @springsted.com, including the following information; (i) indication that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the Bonds. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Bonds. Any Deposit made by check or wire transfer by an unsuccessful bidder will be returned to such bidder following City action relative to an award of the Bonds. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota and pre- approved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that underwriter is required to submit its Deposit to the City in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement, will be deposited by the City and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. 366343v1 SJB LN140 -106 6 • • • BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2- 12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. 366343v1 SJB LN140 -106 7 • • OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223 -3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 40 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 12, 2010 BY ORDER OF THE CITY COUNCIL 366343v1 SJB LN140 -106 8 /s/ Julie Bartell City Clerk • • 3. Springsted Incorporated is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The City Council will meet at 6:30 P.M. on Monday, May 10, 2010, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. 4. The law firm of Kennedy & Graven, Chartered, as bond counsel for the City, is authorized to act as bond counsel and to assist in the preparation and review of necessary documents, certificates and instruments relating to the Bonds. The officers, employees and agents of the City are hereby authorized to assist Kennedy & Graven, Chartered in the preparation of such documents, certificates, and instruments. 366343v1 SJB LN140 -106 (The remainder of this page is intentionally left blank) 9 • • The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Qat,_ , and upon vote being taken thereon the following members voted in favor of the motion: 0esc lea t r , � t and the following voted against: - or-90ww-LA whereupon the resolution was declared duly passed and adopted. ATTEST: nne Bar ell, City Clerk 366343v1 SJB LNI40 -106 10 Je f Rei e r, Mayor • • AGENDA ITEM 2A STAFF ORIGINATOR Al Rolek MEETING DATE April 12, 2010 TOPIC Consideration of Resolution 10 -31 Providing for the Issuance and Sale of Approximately $1,015,000 General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A VOTE REQUIRED Simple Majority Minnesota Statutes Section 475.67, subdivision 3 authorizes the issuance and sale of refunding obligations during the six month period prior to the date on which the obligations to be refunded may be called for redemption. Our financial advisor, Springsted, Inc. has issued their recommendation for the issuance of $1,015,000 G.O. Improvement and Utility Revenue Refunding Bonds Series 2010A. This issue would refinance the outstanding portion of G.O. Improvement and Utility Revenue Bonds, Series 2004A bond. Staff continually monitors the market for opportunities to refinance existing debt issues at lower interest rates, thereby saving the city money on financing costs. By refinancing the outstanding balance of our G.O. Improvement and Utility Revenue Bonds 2004A, it is estimated that the city can achieve net present value savings of approximately $41,120 over the term of the issue, a 4.26% savings. If approved, the bids for this refunding issue would be received on May 10, 2010, with consideration for award of sale by the City Council at its meeting the same day. The Series 2010A issue would have a 10 -year term and would be repaid through previously adopted special assessments and use of utility revenues. Staff recommendation is for the City Council to approve Resolution 10 -31 providing for the issuance of $1,015,000 G.O. Improvement and Utility Revenue Refunding Bonds Series 2010A. 1. Adopt Resolution 10 -31. 2. Refer to Staff for further review. 3. Deny Resolution 10 -31. Option 1. • STATE OF MINNESOTA COUNTY OF ANOKA CITY OF LINO LAKES I, the undersigned, being the duly qualified and acting City Clerk of the City of Lino Lakes, Minnesota, hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on Monday, April 12, 2010, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes, insofar as they relate to the issuance and sale of approximately $1,015,000 General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A of the City. WITNESS My hand as City Clerk and the corporate seal of the City this day of , 2010. (SEAL) 366343v1 SJB LN140 -106 11 City Clerk City of Lino Lakes, Minnesota Sp fl April 1, 2010 Mr. Alan Rolek Finance Director City of Lino Lakes 600 Town Center Parkway Lino Lakes, MN 55014 Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101 -2887 Tel: 651 - 223 -3000 Fax: 651 - 223 -3002 www.springsted.com Re: Recommendations for the Issuance of $1,015,000 General Obligation Improvement & Utility Revenue Refunding Bonds, Series 2010A Dear Mr. Rolek: We have enclosed an electronic copy of our recommendations for the above - captioned issue for distribution to Council members and City staff prior to your meeting on Monday, April 12, 2010. We will be forwarding, under separate cover, contract amendments for services relating to arbitrage compliance and continuing disclosure to include this issue. Please sign and return the enclosed forms so that Springsted will be authorized to complete calculations and reporting as may be required related to this issue. If you should have any questions pertaining to the enclosed documents, or if you require additional copies, please do not hesitate to contact us. Sincerely, Sacv seeeaf Stacy Seeland Project Manager akb Enclosures • Public Sector Advisors • • • Recommendations For City of Lino Lakes, Minnesota $1,015,000* General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A *Preliminary; subject to change. Presented to: Honorable Jeff Reinert, Mayor Members, City Council Mr. Alan Rolek, Finance Director City of Lino Lakes 600 Town Center Parkway Lino Lakes, MN 55014 Study No.: 000502107 SPRINGSTED Incorporated April 1, 2010 Springsted • • RECOMMENDATIONS Re: Recommendations for the Issuance of $1,015,000* General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A (the "Bonds" or the "Issue ") We respectfully request your consideration of our recommendations for the above -named Issue. Proceeds of the Bonds will be used to refund the February 1, 2011 through February 1, 2020 maturities of the City's General Obligation Improvement and Utility Revenue Bonds, Series 2004A, dated November 15, 2004 (the "Refunding Bonds "). We recommend the following for the Bonds: 1. Action Requested To establish the date and time of receiving bids and establish the terms and conditions of the offering. 2. Sale Date and Time 3. Method of Sale 4. Authority for the Bonds 5. Repayment Term *Preliminary; subject to change. Monday, May 10, 2010 at 10:30 A.M., with consideration for award by the City Council at 6:30 PM that same evening. The Bonds will be sold through a competitive bidding process. In the interest of obtaining as many bids as possible, we have included a provision in the attached Terms of Proposal for underwriters to submit their bids electronically through the electronic bidding platform of PARITY ®. In addition, physical bids (by phone or fax) will be accepted at the offices of Springsted. A good faith deposit will be required of bidders and may be submitted by (i) certified /cashier's check, (ii) a financial surety bond or (iii) a wire transfer to Springsted as your agent. The Bonds are being issued pursuant to Minnesota Statutes, Chapter 475. In addition the street improvement portion of the Bonds is being issued pursuant to Minnesota Statutes, Chapter 429 and the water utility fund improvement portion of the Bonds is being issued pursuant to Minnesota Statutes, Chapter 444. The Bonds will mature annually February 1, 2011 through 2020. Interest will be payable semi - annually each February 1 and August 1, commencing February 1, 2011. • City of Lino Lakes, Minnesota April 1, 2010 6. Security and Source of Payment (a) Security The Bonds will be general obligations of the City, secured by its full faith and credit and taxing power. (b) Source of Payment 7. Prepayment Provisions 8. Credit Rating Comments 9. Term Bonds In addition, the City will be pledge special assessments against benefited property and net revenues of the City's water utility. The street improvement portion of the Bonds will be repaid from special assessments filed against benefited property. The water improvement portion of the Bonds will be repaid from net revenues of the City's water utilities. Due to their short maturity schedule, and to ensure the best pricing possible, the Bonds will not be subject to optional redemption prior to their stated maturity dates. An application will be made to Moody's Investors Service for a rating on the Bonds. The City's general obligation debt is currently rated "Aa3." In May of 2010 Moody's will institute a global rating platform. This will result in the City receiving a recalibration of the rating for its general obligation debt. Based on information released by Moody's, we expect the City's rating to recalibrate to "Aa2." A full rating review will be done with Moody's prior to the sale of the Bonds. We have included a provision that permits the underwriters to combine multiple maturity years into a term bond, subject to mandatory redemption on the same maturity schedule provided in the Terms of Proposal. The advantage to the underwriter is that it provides large blocks of bonds, which are more attractive to bond funds, and certain pension funds, which deal only with large blocks of bonds. This in turn is a benefit to the City since selling larger blocks of bonds reduces the risk to the underwriter, allowing them to lower their costs and the interest coupons. Since the Bonds are being offered on a competitive bid basis and awarded on the lowest true interest cost, the City will award the Bonds to the best bid regardless of whether term bonds are chosen or not. Page 2 • City of Lino Lakes, Minnesota April 1, 2010 10. Federal Treasury Regulations Concerning Tax- Exempt Obligations (a) Bank Qualification (b) Arbitrage Compliance (1) Rebate (ii) Yield Restriction Under Federal Tax Law, financial institutions cannot deduct from income for federal income tax purposes, expense that is allocable to carrying and acquiring tax - exempt bonds. There is an exemption to this for "bank qualified" bonds, which can be so designated if the issuer does not issue more than $30 million of tax - exempt bonds in a calendar year. Issues that are bank qualified generally receive slightly lower interest rates than issues that are not bank qualified. Since the City does not expect to issue more than $30 million of tax - exempt obligations in 2010, the Bonds are designated as bank qualified. The American Recovery and Reinvestment Tax Act of 2009 increased the previous bank qualification limit of $10 million to $30 million for tax - exempt obligations issued in 2009 and 2010. All tax - exempt issues and taxable Build America Bonds are subject to the federal arbitrage and rebate requirements, which require all excess earnings created by the financing to be rebated to the U.S. Treasury. The requirements generally cover two categories: issue proceeds and debt service funds. There are exemptions from rebate in both of these categories. Bond proceeds, defined generally as both the original principal of the issue and the investment earnings on the principal, may qualify for a spending exception to rebate. Since Bond proceeds will be expended within 90 days of delivery, the proceeds will qualify for the 6 -month spending exception. Although the Bonds will qualify for an exception from rebate, the City must still comply with the arbitrage regulations which require yield restriction and are discussed in the section below. The City must maintain a bona fide debt service fund for the Bonds or be subject to yield restriction. Yield restriction requires restricting the investment return in the debt service fund to the yield on the Bonds. A bona fide debt service fund is a fund for which there is an equal matching of revenue to debt service expense, with the fund spent down Page 3 • City of Lino Lakes, Minnesota April 1, 2010 (c) Economic Life 11. Continuing Disclosure each year to a permitted carry over equal to the greater of the investment earnings in the fund during the prior year or 1/12 the debt service of the prior year. Diligence should be exercised in monitoring the debt service fund for the Bonds due to the potential accumulation of assessment prepayments, which could cause the debt service fund to become non -bona fide. Additionally, all original proceeds of bonds and interest earnings on those proceeds must be expended within three years, or the remaining proceeds will be subject to yield restriction. The City should monitor the project fund of the Bonds to ensure yield restriction provisions of the federal arbitrage rules are met. Springsted currently provides arbitrage compliance services for the City under a separate contract. An amendment to that contract adding the Bonds has been provided to City staff. The average life of the Bonds cannot exceed 120% of the economic life of the projects to be financed. The average life of the Bonds is less than the remaining average life of the bonds being refunded; therefore, the Bonds are within the economic life requirements. The Bonds are subject to continuing disclosure requirements set forth by the Securities and Exchange Commission. The SEC rules require the underwriter of the Bonds to provide an annual update of certain Official Statement information and report any material events to bond holders. The purchaser therefore requires the City to commit to providing such information under a continuing disclosure agreement or "undertaking." If the City does not enter into such an agreement prior to the offering of the debt, underwriters will not offer a bid to purchase the Bonds. Springsted currently provides continuing disclosure services for the City under a separate contract. An amendment to that contract adding this Issue has been provided to City staff. Page 4 City of Lino Lakes, Minnesota April 1, 2010 411 12. Attachments • Refunding Schedules . Terms of Proposal DISCUSSION As noted previously, Moody's Investors Service has announced that it will be recalibrating U.S. municipal ratings to its "global scale." The purpose of this action is to "enhance the comparability of ratings" across the credits that Moody's rates. Recalibration will be done by sectors beginning in the middle of April. A schedule for the recalibrations is published which currently calls for ratings of local governments in the state of Iowa to be recalibrated on April 19. We expect that as a result of this recalibration, the City's rating for its general obligation bonds will recalibrate to "Aa1," an increase of one notch. In conjunction with the sale of the Bonds, we will be working with City staff to present relevant information to Moody's for consideration in its review of the City's rating. Proceeds of Bonds will be used to refund the February 1, 2011 through February 1, 2020 maturities of the City's General Obligation Improvement and Utility Revenue Bonds, Series 2004A, dated November 15, 2004 (the "Refunded Bonds ") and currently outstanding in the aggregate principal amount of $965,000. The issuance of the Bonds is being conducted as a "current" refunding, in which the proceeds of the Bonds are used within ninety days of bond settlement to redeem the outstanding principal of the Refunded Bonds. The refunding transaction is being undertaken to achieve interest cost savings. The Refunded Bonds were orginally issued to finance various street improvements (the "Street Improvement Portion ") and sanitary sewer and water utility improvements projects (the "Water Utility Portion ") within the City. • On July 1, 2010, the call date, the City will use the proceeds of the Bonds to redeem the remaining $965,000 outstanding principal on the Refunded Bonds. Beginning with the February 1, 2011 principal & interest payment, the City will begin to make debt service payments on the Bonds, realizing the interest cost savings. The City will need to invest the proceeds of the Bonds for the period between the closing date and the July 1, 2010 call date in order to achieve the savings level estimated for this transaction. • Based on current interest rate estimates, the refunding is projected to result in the City realizing an average cash flow savings of approximately $4,260 per year. This results in future value savings of approximately $45,410, with a net present value benefit to the City of approximately $41,120. These estimates are net of all costs associated with the refunding. We have attached a set of schedules that summarize the refunding statistics and the projected savings resulting from the sale of the Bonds. These schedules include the following information about the Bonds: • Preliminary Feasibility Summary: shows the detailed sources and uses of funds for the Bonds and statistical information relating to the refunding transaction — page 7. • Prior Original Debt Service: shows the existing debt service requirements on the Refunded Bonds without a refunding — page 8. • Debt Service to Call and to Maturity: shows the Refunded Bonds' remaining debt service to the call date and to maturity — page 9. • Debt Service Schedule: shows the new projected debt service on the Bonds, based on current estimated interest rates — pages 10 -12. • Debt Service Comparison: shows the debt service comparison and the projected annual cash flow savings of the Bonds to the Refunded Bonds — page 13. Page 5 • • • City of Lino Lakes, Minnesota April 1, 2010 The Street Improvement Portion of the Bonds will be paid from special assessments filed against benefited properties. Special assessments currently in place for the Street Improvement Portion of the Bonds will be sufficient to pay the February 1, 2011 principal and interest payment on the Street Improvement Portion of the Bonds. Thereafter, beginning with the August 1, 2011 interest payment, each year's collection of assessments will be used to pay the August 1 interest payment due in the collection year and the February 1 principal and interest payment due in the following year. It is not anticipated that the City will be required to levy for the Street Improvement Portion of the Bonds. The Water Utility Portion of the Bonds will be repaid from net revenues of the City's water utility. Pursuant to Minnesota Statutes, Chapter 444 and the resolution awarding the Water Utility Portion of the Bonds, the City will covenant to maintain water rates in an amount sufficient to generate revenues to support the operation of the water utility and to pay debt service. The City is required to annually review the budget of the water utility to determine whether current rates and charges are sufficient and to adjust them as necessary. The City has two outstanding bond issues which are also being repaid in whole or in part from net revenues of the City's water utility. The table below shows the net revenues available for debt service of the City's water utility for the fiscal year ending 2008. The projected maximum annual debt service payable from net revenues of the water utility, including the Water Utility Portion of the Bonds, is projected to be approximately $511,126. Operating Revenues Less: Operating Expenses Add Back: Depreciation Add: Investment Earnings Net Revenues Available for Debt Service Maximum Annual Debt Service Remaining Net Revenues Available $1,058,493 (959,043) 411,992 90.992 $602,434 (511,126) $91 308 The success of any refunding transaction is in a large part dependent upon market conditions at the time the Bonds are sold. Springsted will continue to monitor the market prior to the sale date and will keep you apprised of any change in conditions that might affect the success of this refunding. Springsted Incorporated is pleased to again be of service to the City of Lino Lakes. Respectfully submitted, SPRINGSTED Incorporated SAS akb Page 6 • $1,015,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Refunding Bonds, Series 2010A Current Refunding of Series 2004A Preliminary Feasibility Summary Dated 06/01/2010 1 Delivered 06/08/2010 Series 2004A Series 2004A Issue IMP Utility Summary Sources Of Funds Par Amount of Bonds $475,000.00 $540,000.00 $1,015,000.00 Accrued Interest from 06/01/2010 to 06/08/2010 176.94 202.51 379.45 Total Sources $475,176.94 $540,202.51 $1,015,379.45 Uses Of Funds Deposit to Current Refunding Fund 457,138.02 523,168.75 980,306.77 Costs of Issuance 11,231.53 12,768.47 24,000.00 Total Underwriter's Discount (0.775 %) 3,681.25 4,185.00 7,866.25 Rounding Amount 2,949.20 (122.22) 2,826.98 Deposit to Debt Service Fund 176.94 202.51 379.45 Total Uses $475,176.94 $540,202.51 $1,015,379.45 Flow of Funds Detail Call Date 7/1/2010 7/1/2010 7/1/2010 Primary Purpose Fund Solution Method Gross Funded Gross Funded Gross Funded Total Cost of Investments $457,138.02 $523,168.75 $980,306.77 Total Draws $457,138.02 $523,168.75 $980,306.77 PV Analysis Summary (Net to Net) Net PV Cashflow Savings @ 2.396 %(Bond Yield) 16,371.23 21,937.09 38,308.32 Accrued Interest Credit to Debt Service Fund 176.94 202.51 379.45 Contingency or Rounding Amount 2,949.20 (122.22) 2,826.98 Net Present Value Benefit $19,497.37 $22,017.38 $41,514.75 Net PV Benefit / $965,000 Refunded Principal 4.333% 4.275% 4.302% Net PV Benefit / $1,015,000 Refunding Principal 4.105% 4.077% 4.090% Bond Statistics Average Life 5.226 Years 5.277 Years 5.253 Years Average Coupon 2.4162477% 2.4298414% 2.4235124% Net Interest Cost (NIC) 2.5645398% 2.5767092% 2.5710434% Bond Yield for Arbitrage Purposes 2.3961265% 2.3961265% 2.3961265% True Interest Cost (TIC) 2.5501293% 2.5620433% 2.5564947% All Inclusive Cost (AIC) 3.0531688% 3.0607241% 3.0572053% Series 20/0 Ref 2004A / In Summriry / 3/30/2010 / I /:S7AM Springsted Page 7 • $1,330,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Bonds, Series 2004A Prior Original Debt Service Date Principal Coupon Interest Total P+I 02/01/2005 08/01/2005 - 33,465.78 33,465.78 02/01/2006 65,000.00 2.500% 23,530.63 88,530.63 08/01/2006 - 22,718.13 22,718.13 02/01/2007 75,000.00 2.500% 22,718.13 97,718.13 08/01/2007 - - 21,780.63 21,780.63 02/01/2008 75,000.00 3.000% 21,780.63 96,780.63 08/01/2008 - 20,655.63 20,655.63 02/01/2009 75,000.00 3.000% 20,655.63 95,655.63 08/01/2009 - 19,530.63 19,530.63 02/01/2010 75,000.00 3.100% 19,530.63 94, 530.63 08/01/2010 - 18,368.13 18,368.13 02/01/2011 85,000.00 3.100% 18,368.13 103, 368.13 08/01/2011 - - 17,050.63 17,050.63 02/01/2012 85,000.00 3.300% 17,050.63 102,050.63 08/01/2012 - 15,648.13 15,648.13 02/01/2013 85,000.00 3.500% 15,648.13 100,648.13 08/01/2013 - 14,160.63 14,160.63 02/01/2014 90,000.00 3.600% 14,160.63 104,160.63 08/01/2014 - 12,540.63 12,540.63 02/01/2015 95,000.00 4.000% 12,540.63 107,540.63 08/01/2015 - 10,640.63 10,640.63 02/01/2016 95,000.00 4.000% 10,640.63 105,640.63 08/01 /2016 - 8,740.63 8,740.63 02/01/2017 100,000.00 4.000% 8,740.63 108,740.63 08/01/2017 - 6,740.63 6,740.63 02/01/2018 105,000.00 4.000% 6,740.63 111,740.63 08/01/2018 - 4,640.63 4,640.63 02/01/2019 110,000.00 4.125% 4,640.63 114,640.63 08/01/2019 - 2,371.88 2,371.88 02/01/2020 115,000.00 4.125% 2,371.88 117,371.88 Total $1,330,000.00 - $448,171.55 $1,778,171.55 Yield Statistics Base date for Avg. Life & Avg. Coupon Calculation 6/01/2010 Average Life 5.465 Years Average Coupon 3.9739509% Weighted Average Maturity (Par Basis) 5.465 Years Refunding Bond Information Refunding Dated Date 6/01/2010 Refunding Delivery Date 6/01/2010 2004A / .v7Nt :LE Ef A'P0.1E / 3/25/2010 / 10:19 AA4 Springsted Page 8 • $1,330,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Bonds, Series 2004A Debt Service To CaII And To Maturity Date Refunded Interest to D/S To Call Principal Coupon Interest Refunded D/S Bonds CaII 06/01/2010 - - - 07/01/2010 965,000.00 15,306.77 980,306.77 - 08/01/2010 - - - 18,368.13 18,368.13 02/01/2011 - - 85,000.00 3.100% 18,368.13 103,368.13 08/01/2011 - - - 17,050.63 17,050.63 02/01/2012 - - 85,000.00 3.300% 17,050.63 102,050.63 08/01/2012 - - - 15,648.13 15,648.13 02/01/2013 - - 85,000.00 3.500% 15,648.13 100,648.13 08/01/2013 - - - 14,160.63 14,160.63 02/01/2014 - - 90,000.00 3.600% 14,160.63 104,160.63 08/01/2014 - - - 12,540.63 12,540.63 02/01/2015 - 95,000.00 4.000% 12,540.63 107,540.63 08/01/2015 - - 10,640.63 10,640.63 02/01/2016 - - 95,000.00 4.000% 10,640.63 105,640.63 08/01/2016 - - 8,740.63 8,740.63 02/01/2017 - - 100,000.00 4.000% 8,740.63 108,740.63 08/01/2017 - - - 6,740.63 6,740.63 02/01/2018 - - - 105,000.00 4.000% 6,740.63 111,740.63 08/01/2018 - - - 4,640.63 4,640.63 02/01/2019 - - 110,000.00 4.125% 4,640.63 114,640.63 08/01/2019 - - 2,371.88 2,371.88 02/01/2020 - - 115,000.00 4.125% 2,371.88 117,371.88 Total $965,000.00 $15,306.77 $980,306.77 $965,000.00 $221,805.10 $1,186,805.10 Yield Statistics Base date for Avg. Life & Avg. Coupon Calculation 6/01/2010 Average Life 5.465 Years Average Coupon 3.9739509% Weighted Average Maturity (Par Basis) 5.465 Years Refunding Bond Information Refunding Dated Date 6/01/2010 Refunding Delivery Date 6/01/2010 Sem, 2004A / SINGLE %UR%OSE / 3/25/20I0 / 10.-1.9 Nl1 sprngsted Page 9 • • $1,015,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Refunding Bonds, Series 2010A Current Refunding of Series 2004A Debt Service Schedule Date Principal Coupon Interest Total P +I 02/01/2011 105,000.00 0.550% 13,010.00 118,010.00 02/01/2012 95,000.00 0.800% 18,937.50 113,937.50 02/01/2013 95,000.00 1.050% 18,177.50 113,177.50 02/01/2014 95,000.00 1.350% 17,180.00 112,180.00 02/01/2015 100,000.00 1.700% 15,897.50 115,897.50 02/01/2016 100,000.00 2.150% 14,197.50 114,197.50 02/01/2017 100,000.00 2.450% 12,047.50 112,047.50 02/01/2018 105,000.00 2.750% 9,597.50 114,597.50 02/01/2019 110,000.00 2.950% 6,710.00 116,710.00 02/01/2020 110,000.00 3.150% 3,465.00 113,465.00 Total $1,015,000.00 - $129,220.00 $1,144,220.00 Yield Statistics Bond Year Dollars $5,351.67 Average Life 5.273 Years Average Coupon 2.4145749% Net Interest Cost (NIC) 2.5615618% True Interest Cost (TIC) 2.5540823% Bond Yield for Arbitrage Purposes 2.3942941% All Inclusive Cost (AIC) 3.0529611% IRS Form 8038 Net Interest Cost 2.4145749% Weighted Average Maturity 5.273 Years Sem, 2010 Ref 2004A / SINGLE IMPOSE / 3/25/2010 / 1g AM Springsted Page 10 $475,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Refunding Bonds, Series 2010A Street Improvement Portion Debt Service Schedule Date Principal Coupon Interest Total P +I 105% Overlevy Special Assessments Surplus /(Shortfall) 02/01/2011 02/01/2012 02/01/2013 02/01/2014 02/01/2015 02/01/2016 02/01/2017 02/01/2018 02/01/2019 02/01/2020 50,000.00 45,000.00 45,000.00 40,000.00 50,000.00 50,000.00 45,000.00 50,000.00 50,000.00 50,000.00 0.550% 0.800% 1.050% 1.350% 1.700% 2.150% 2.450% 2.750% 2.950% 3.150% 6,066.67 8,825.00 8,465.00 7,992.50 7,452.50 6,602.50 5,527.50 4,425.00 3,050.00 1,575.00 56,066.67 53,825.00 53,465.00 47,992.50 57,452.50 56,602.50 50,527.50 54,425.00 53,050.00 51,575.00 58,870.00 56,516.25 56,138.25 50,392.13 60,325.13 59,432.63 53,053.88 57,146.25 55,702.50 54,153.75 66,786.60 66,786.61 66,786.61 66,786.60 66,786.59 66,786.60 66,786.60 66,786.60 66,786.60 66,786.60 7,916.60 10,270.36 10,648.36 16,394.48 6,461.47 7,353.98 13,732.73 9,640.35 11,084.10 12,632.85 Total $475,000.00 - $59,981.67 $534,981.67 $561,730.75 $667,866.01 $106,135.26 Yield Statistics Accrued Interest from 06/01/2010 to 06/08/2010 Bond Year Dollars Average Life Average Coupon Net Interest Cost (NIC) True Interest Cost (TIC) Bond Yield for Arbitrage Purposes All Inclusive Cost (AIC) IRS Form 8038 Net Interest Cost Weighted Average Maturity Ser thr 2010 Ref 2004A / .knes 2004A IMP / 3/30 /2010 / 11:37 AM 176.94 $2,482.43 5.226 Years 2.4162477% 2.5645398% 2.5501293% 2.3961265% 3.0531688% 2.4091200% 5.226 Years Springsted Page 11 • • • $540,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Refunding Bonds, Series 2010A Utility Revenue Portion Debt Service Schedule Date Principal Coupon Interest Total P +I 02/01/2011 55,000.00 0.550% 6,943.33 61,943.33 02/01/2012 50,000.00 0.800% 10,112.50 60,112.50 02/01/2013 50,000.00 1.050% 9,712.50 59,712.50 02/01 /2014 55,000.00 1.350% 9,187.50 64,187.50 02/01/2015 50,000.00 1.700% 8,445.00 58,445.00 02/01/2016 50,000.00 2.150% 7,595.00 57,595.00 02/01/2017 55,000.00 2.450% 6,520.00 61,520.00 02/01/2018 55,000.00 2.750% 5,172.50 60,172.50 02/01/2019 60, 000.00 2.950% 3,660.00 63,660.00 02/01/2020 60,000.00 3.150% 1,890.00 61,890.00 Total $540,000.00 - $69,238.33 $609,238.33 Yield Statistics Accrued Interest from 06/01/2010 to 06/08/2010 202.51 Bond Year Dollars $2,849.50 Average Life 5.277 Years Average Coupon 2.4298414% Net Interest Cost (NIC) 2.5767092% True Interest Cost (TIC) 2.5620433% Bond Yield for Arbitrage Purposes 2.3961265% All Inclusive Cost (AIC) 3.0607241% IRS Form 8038 Net Interest Cost 2.4227345% Weighted Average Maturity 5.277 Years Seri'ee 2010 Re! 2004A / Sem, 2004A U /;lily / 3/30/2010 / 11.37AM Springsted Page 12 • • $1,015,000 City of Lino Lakes, Minnesota General Obligation Improvement & Utility Revenue Refunding Bonds, Series 2010A Current Refunding of Series 2004A Debt Service Comparison Date Total P +I Net New D/S Old Net D/S Savings 02/01 /2011 118,010.00 118,010.00 121,736.26 3,726.26 02/01/2012 113,937.50 113,937.50 119,101.26 5,163.76 02/01/2013 113,177.50 113,177.50 116,296.26 3,118.76 02/01/2014 112,180.00 112,180.00 118,321.26 6,141.26 02/01/2015 115,897.50 115,897.50 120,081.26 4,183.76 02/01/2016 114,197.50 114,197.50 116,281.26 2,083.76 02/01/2017 112, 047.50 112, 047.50 117,481.26 5,433.76 02/01/2018 114, 597.50 114,597.50 118,481.26 3,883.76 02/01/2019 116, 710.00 116,710.00 119,281.26 2,571.26 02/01/2020 113,465.00 113,465.00 119,743.76 6,278.76 Total $1,144,220.00 $1,144,220.00 $1,186,805.10 $42,585.10 PV Analysis Summary (Net to Net) Net FV Cashflow Savings 42,585.10 Gross PV Debt Service Savings 38,293.58 Net PV Cashflow Savings @ 2.394 %(Bond Yield) 38,293.58 Contingency or Rounding Amount 2,826.98 Net Future Value Benefit $45,412.08 Net Present Value Benefit $41,120.56 Net PV Benefit / $203,982.76 PV Refunded Interest 20.159% Net PV Benefit / $1,053,293.58 PV Refunded Debt Service 3.904% Net PV Benefit / $965,000 Refunded Principal 4.261% Net PV Benefit / $1,015,000 Refunding Principal 4.051% Refunding Bond Information Refunding Dated Date 6/01/2010 Refunding Delivery Date 6/01/2010 Series 2010 Ref 20045 / .s'Nd11: PI %TOSE / 3/25/2010 / 10:10 AM Springsted Page 13 • • • Preliminary City of Lino Lakes, Minnesota Aggregate Water Utility Debt Service DATE 2006B Utility Revenue Bonds - PS - County Road 19 Watermain 2006F GO Water Revenue Ref Bonds (96B) - PS 2010A GO Imp & Utility Rev Ref 04A - Water Utility Portion TOTAL 02/01/2011 02/01/2012 02/01/2013 02/01/2014 02/01/2015 02/01/2016 02/01/2017 02/01/2018 02/01/2019 02/01/2020 27,132.50 31, 332.50 30,332.50 29,332.50 28,307.50 27,282.50 31,245.00 418, 721.26 419, 681.26 61, 943.33 60,112.50 59, 712.50 64,187.50 58,445.00 57,595.00 61, 520.00 60,172.50 63,660.00 61,890.00 507,797.09 511,126.26 90,045.00 93,520.00 86,752.50 84,877.50 92,765.00 60,172.50 63,660.00 61, 890.00 Total $204,965.00 $838,402.52 $609,238.33 $1,652,605.85 Operating Revenues $1,058,493 Less: Operating Expenses (959,043) Add Back: Depreciation 411,992 Add: Investment Earnings 90,992 Net Revenues Available for Debt Service $602,434 Maximum Annual Debt Service (511,126) Remaining Net Revenues Available $91,308 Ayy, Kd/e / 3/5'/Z)1' / I:30 PM Springsted Page 14 • THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: • • TERMS OF PROPOSAL $1,015,000* CITY OF LINO LAKES, MINNESOTA GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE REFUNDING BONDS, SERIES 2010A (BOOK ENTRY ONLY) Proposals for the Bonds and the Good Faith Deposit ( "Deposit ") will be received on Monday, May 10, 2010, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time proposals will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223 -3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223 -3000 or fax (651) 223 -3046 for inclusion in the submitted Proposal. OR (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARITY. For purposes of the electronic bidding process, the time as maintained by PARITY® shall constitute the official time with respect to all Bids submitted to PARITY®. Each bidder shall be solely responsible for making necessary arrangements to access PARITY® for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents nor PARITY' shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents nor PARITY® shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY . The City is using the services of PARITY® solely as a communication mechanism to conduct the electronic bidding for the Bonds, and PARITY® is not an agent of the City. If any provisions of this Terms of Proposal conflict with information provided by PARITY ®, this Terms of Proposal shall control. Further information about PARITY ®, including any fee charged, may be obtained from: PARITY ®, 1359 Broadway, 2 "d Floor, New York, New York 10018 Customer Support: (212) 849 -5000 Preliminary; subject to change. Page 15 • DETAILS OF THE BONDS The Bonds will be dated June 1, 2010, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2011. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature February 1 in the years and amounts* as follows: 2011 $105,000 2012 $ 95,000 2013 $ 95,000 2014 $ 95,000 2015 $100,000 2016 $100,000 2017 $100,000 2019 $110,000 2018 $105,000 2020 $110,000 The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds or the maturity amounts offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The Bonds will not be subject to payment in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties and net revenues of the City's water utility. The proceeds will be used to refund the February 1, 2011 through February 1, 2020 maturities of the City's General Obligation Improvement and Utility Revenue Bonds, Series 2004A, dated November 15, 2004. Page 16 • • • BIDDING PARAMETERS Proposals shall be for not less than $1,007,134 and accrued interest on the total principal amount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. GOOD FAITH DEPOSIT Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of $10,150, in the form of a certified or cashier's check, a wire transfer, or Financial Surety Bond and delivered to Springsted Incorporated prior to the time proposals will be opened. Each bidder shall be solely responsible for the timely delivery of their Deposit whether by check, wire transfer or Financial Surety Bond. Neither the City nor Springsted Incorporated have any liability for delays in the transmission of the Deposit. Any Deposit made by certified or cashier's check should be made payable to the City and delivered to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55101. Any Deposit sent via wire transfer should be sent to Springsted Incorporated as the City's agent according to the following instructions: Wells Fargo Bank, N.A., San Francisco, CA 94104 ABA #121000248 For credit to Springsted Incorporated, Account #635- 5007954 Contemporaneously with such wire transfer, the bidder shall send an e-mail to bond_services @springsted.com, including the following information; (i) indication that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the Bonds. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Bonds. Any Deposit made by check or wire transfer by an unsuccessful bidder will be returned to such bidder following City action relative to an award of the Bonds. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota and pre- approved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that underwriter is required to submit its Deposit to the City in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement, will be deposited by the City and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. Page 17 • • • AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2- 12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. Page 18 • • • OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223 -3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 40 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 12, 2010 BY ORDER OF THE CITY COUNCIL /s/ Julie Bartell City Clerk Page 19