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Home My WebLink AboutCC RES 12-040 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $9,495,000 GENERAL OBLIGATION BONDS, SERIES 2012A Meeting Sheet IIIIII VIII VIII VIII VIII VIII IIII IIII 103753 Box: 31 Folder: RES 2012 Document: CC RES 12-040 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $9,495,000 GENERAL OBLIGATION BONDS, SERIES 2012A CERTIFICATION OF MINUTES RELATING TO $9,495,000 GENERAL OBLIGATION BONDS, SERIES 2012A Issuer: City of St. Anthony, Minnesota Governing Body: City Council Kind, date,time and place of meeting: A regular meeting held on March 27,2012 at 7:00 o'clock P.M.,at the City Hall, St. Anthony, Minnesota. Members present: Jerry Faust,Hal Gray, Jan Jenson,Jim Roth,Randy Stille Members absent: None Documents Attached: Minutes of said meeting(including): Pages 1 through 24 RESOLUTION 12-040 AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF$9,495,000 GENERAL OBLIGATION BONDS, SERIES 2012A I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate,certify that the documents attached hereto,as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed;that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above,pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this day of March, 2012. Barb Sudiu, City Clerk It was reported that three (3) proposals had been received prior to 11:00 A.M., Central Time today for the purchase of the $9,495,000 General Obligation Bonds, Series 2012A of the City in accordance with the Official Statement distributed by the City to potential purchasers of the Bonds. The proposals have been read and tabulated, and the terms of each have been determined to be as follows: Bid for Interest Net Interest Name of Bidder Principal Rates Cost [See Attached] BID TABULATION $9,660,000'` General Obligation Bonds, Series 2012A CITY OF ST. ANTHONY, MINNESOTA SALE: March 27, 2012 AWARD: BAIRD RATING: Standard & Poor's Credit Markets"AA" BBI: 4.01% NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE BAIRD 2013 2.000% 0.300% $9,793,160.55 $1,321,265.20 1.9265% Milwaukee, Wisconsin 2014 2.000% 0.450% C.L. King &Associates 2015 2.000% 0.650% Coastal Securities, Inc. 2016 2.000% 0.900% SAMCO Capital Markets 2017 2.000% 1.100% Loop Capital Markets 2018 2.000% 1.400% Edward D.Jones&Co. 2019 2.000% 1.550% Cronin&Co., Inc. 2020 2.000% 1.700% Kildare Capital 2021 2.000% 1.900% Crews&Associates, Inc. 2022 2.050% 2.050% Davenport&Co. L.L.C. 2023 2.200% 2.200% Wedbush Securities Inc. 2024 2.300% 2.300% Country Club Bank 2025** 2.550% 2.550% Advisors Asset Management 2026** 2.550% 2.550% Ross, Sinclaire&Associates, LLC 2027*** 2.750% 2.750% Northland Securities, Inc. 2028*** 2.750% 2.750% CastleOak Securities, L.P. Vining-Sparks IBG, Limited Partnership *Subsequent to bid opening the issue size was decreased to$9,495,000. Adjusted Price-$9,623,123.10 Adjusted Net Interest Cost-$1,319,256.72 Adjusted TIC- 1.9351% **$315,000 Term Bond due 2026 with mandatory redemption in 2025 (Adjusted amount of$320,000) ***$335,000 Term Bond due 2028 with mandatory redemption in 2027 wmehlers-inc.com E H L E R S Minnesota phone 651-697-8500 3060 Centre Pointe Drive LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville,MN 55113-1122 $9,660,000 General Obligation Bonds, Series 2012A Page 2 City of St.Anthony, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE MORGAN KEEGAN 2013 1.000% $9,791,437.81 $1,393,385.50 2.0292% Memphis, Tennessee 2014 1.500% 2015 2.000% 2016 2.000% 2017 2.000% 2018 2.000% 2019 2.000% 2020 2.000% 2021 2.150% 2022 2.375% 2023 2.500% 2024 2.500% 2025 2.625% 2026 2.625% 2027 2.750% 2028 2.750% FTN FINANCIAL CAPITAL MARKETS 2013 2.000% $9,838,182.80 $1,411,620.12 2.0484% Memphis, Tennessee 2014 2.000% 2015 2.000% 2016 2.000% 2017 2.000% 2018 2.000% 2019 2.000% 2020 2.000% 2021 2.500% 2022 2.500% 2023 2.500% 2024 2.500% 2025 2.750% 2026 2.750% 2027 3.000% 2028 3.000% Councilmember Stille then introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $9,495,000 GENERAL OBLIGATION BONDS, SERIES 2012A BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota (the "City"), as follows: Section 1. Authorization and Sale. 1.01. Authorization of Bonds. On November 8, 2011, this Council held a public hearing on the questions of approving the adoption of City of St. Anthony, Minnesota, Capital Improvement Plan for the Years 2011 Through 2015 (the "Plan") and issuing general obligation capital improvement plan bonds in for the purpose of purchasing the public works facility and fire station (the "Facilities"), which Facilities are currently leased by the City from the Housing and Redevelopment Authority of the City of St. Anthony (the "Authority"). The Facilities were originally financed with proceeds of the Authority's $5,530,000 Public Facilities Lease Revenue Bonds, Series 2003 (City of St. Anthony Annual Appropriation Lease Obligations) dated, as originally issued, as of July 1, 2003 (the "Series 2003 Bonds"). This Council hereby determines that it is in the best interest of the City to issue its $9,495,000 General Obligation Bonds, Series 2012A (the "Bonds") for the purpose of(i) financing the cost of the 2012 road reconstruction project in the City (the "Improvements"); (ii) purchasing the Facilities and in connection with such purchase refunding in advance of maturity and prepaying on February 1, 2013 (the "Redemption Date") the 2013 through 2024 maturities, aggregating $3,875,000 in principal amount, of the Series 2003 Bonds (the "Refunded Series 2003 Bonds"); (iii) a crossover refunding on February 1, 2013 (the "Series 2006A Crossover Date") the 2014 through 2022 maturities, aggregating $1,890,000 in principal amount, of the City's General Obligation Improvement Bonds, Series 2006A, dated, as originally issued, as of April 1, 2006 (the "Refunded Series 2006A Bonds"); and (iv) a crossover refunding on February 1, 2014 (the "Series 2007A Crossover Date," together with the Series 2006A Crossover Date, the "Crossover Dates") the 2015 through 2023 maturities, aggregating $1,380,000 in principal amount, of the City's General Obligation Improvement Bonds, Series 2007A, dated, as originally issued, as of April 24, 2007 (the "Refunded Series 2007A Bonds;" together with the Refunded Series 2003 Bonds and the Refunded Series 2006A Bonds, the "Refunded Bonds"). The portion of the Bonds issued to finance the Improvements are referred to as the "Improvement Bonds." The portion of the Bonds issued to refund the Refunded Bonds are referred to as the "Refunding Bonds." The Redemption Date is the earliest date upon which the Refunded Series 2003 Bonds may be redeemed. The refunding of the Series 2006A Bonds and the Series 2007A Bonds constitutes a"crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13. The refunding of the Refunded Bonds is being carried out for the purposes described in Minnesota Statutes, Section 475.67, subdivision 3, subsection (b)(2)(i) and in compliance with Minnesota Statutes, Section 469.034, subdivision 2 and Chapter 475. This Council hereby determines to issue and sell the Bonds to defray the expense incurred and estimated to be incurred by the City in making the Improvements, refinance the Facilities and refund the Refunded Bonds, including every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65. The Bonds are issued pursuant to Minnesota Statutes, Chapter 429 and Chapter 475. The allocation of the Bonds for the purpose of financing the Improvements and refunding the Refunded Bonds is set forth in Section 2.01 hereof. No petition requesting a vote on the question of adopting the Plan or issuing the Bonds has yet been filed. The sale of the Bonds to the Purchaser is hereby ratified on the terms provided herein, provided that no such petition is filed within thirty days of November 8, 2011. 1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds, three (3) proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened and publicly read and considered, and the purchase price, interest rates and true interest cost under the terms of each bid have been determined. The most favorable proposal received is that of Baird, of Milwaukee, Wisconsin, and associates (the "Purchaser"), to purchase the Bonds at a price of$9,623,123.10, the Bonds to bear interest at the rates set forth in Section 2.01. The proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned forthwith. 1.03. Savings. It is hereby determined that: (i) by the issuance of the Bonds to refund the Refunded Bonds, the City will realize a substantial interest rate reduction, a gross savings of approximately $703,105.05 and a present value savings (using the yield on the Bonds, computed in accordance with Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), as the discount factor) of approximately$637,639.89; and (ii) as of the Redemption Date and respective Crossover Date, the sum of(i) the present value of the debt service on the Bonds, computed to their stated maturity dates, after deducting any premium, using the yield of the Bonds as the discount rate, plus (ii) any expenses of the refunding payable from a source other than the proceeds of the Bonds or investment earnings thereon, is lower by 7.954% than the present value of the debt service on the Refunded Bonds, exclusive of any premium, computed to their stated maturity dates, using the yield of the Bonds as the discount rate. -2- 1.05. Performance of Requirements. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 1.06. Maturities. This Council finds and determines that the maturities of the Improvement Bonds, as set forth in Section 2.01 hereof, are warranted by the anticipated collection of the assessments to be levied for the cost of the Improvements. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be designated General Obligation Bonds, Series 2012A, shall be originally dated as of April 25, 2012, shall be in the denomination of$5,000 each, or any integral multiple thereof, shall mature on February 1 in the respective years and amounts stated below, and shall bear interest, computed on the basis of a 360-day year consisting of twelve 30-day months, from April 25, 2012 until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2013 $295,000 2.00% 2020 $860,000 2.00% 2014 660,000 2.00% 2021 885,000 2.00% 2015 750,000 2.00% 2022 915,000 2.05% 2016 770,000 2.00% 2023 705,000 2.20% 2017 800,000 2.00% 2024 550,000 2.30% 2018 815,000 2.00% 2025 320,000 2.55% 2019 835,000 2.00% 2026 335,000 2.75% The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar for the Bonds appointed herein. The portion of the Bonds maturing in the following years and amounts constitute the Refunding Bonds: -3- Series Series Series Series Series 2003 2006A 2007A Series 2003 2006A 2007A Refunding Refundine Refundinp, Refunding Refundiniz Refundiniz Year Bonds Bonds Bonds Year Bonds Bonds Bonds 2013 $295,000 -- -- 2019 $335,000 $205,000 $155,000 2014 285,000 $250,000 -- 2020 345,000 210,000 160,000 2015 290,000 185,000 $145,000 2021 355,000 220,000 165,000 2016 300,000 195,000 145,000 2022 370,000 225,000 170,000 2017 315,000 200,000 150,000 2023 385,000 -- 170,000 2018 325,000 205,000 150,000 2024 395,000 -- -- The portion of the Bonds maturing in the following years and amounts constitute the Improvement Bonds: Year Amount Year Amount 2014 $125,000 2022 $150,000 2015 130,000 2023 150,000 2016 130,000 2024 155,000 2017 135,000 2025 160,000 2018 135,000 2026 160,000 2019 140,000 2027 165,000 2020 145,000 2028 170,000 2021 145,000 2.02. Interest Payment Dates. Each Bond shall be dated by the Registrar as of the date of its authentication. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 2013, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Re ig ster. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide 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 any 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 shall authenticate and deliver, in the name of the designated transferee or transferees, one or -4- more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall 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. All Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall 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 any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such 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 such 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, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already -5- matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Ate. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. 0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 2.04. Appointment of Initial Re istrar. The City hereby appoints Bond Trust Services Corporation in Roseville, Minnesota, as the initial Registrar. The Mayor and City Manager are authorized to execute and deliver, on behalf of the City, a contract with Bond Trust Services Corporation, as 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, such corporation shall be 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 any Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director shall transmit to the Registrar from the 2012A General Obligation Bonds Bond Fund described in Section 4.02 hereof, moneys sufficient for the payment of all principal and interest then due. 2.05. Redemption. Bonds maturing in the years 2013 through 2020 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 2021 through 2028 shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order as the City shall determine and by lot as to Bonds having the same maturity date, on February 1, 2020 and on any date thereafter(whether or not an interest payment date), at a price equal to the principal amount thereof and accrued interest to the date of redemption. Bonds maturing on February 1, 2026 are subject to mandatory redemption, at a redemption price equal to their principal amount plus interest accrued thereon to the redemption date, without premium, on February 1 in each of the years shown below, in an amount equal to the following principal amounts: Bonds Maturing on February 1, 2026 Sinking Fund Aggregate Payment Date Principal Amount 2/01/2025 $160,000 2/01/2026 160,000 -6- Bonds maturing on February 1, 2028 are subject to mandatory redemption, at a redemption price equal to their principal amount plus interest accrued thereon to the redemption date, without premium, on February 1 in each of the years shown below, in an amount equal to the following principal amounts: Bonds Maturing on February 1, 2028 Sinking Fund Aggregate Payment Date Principal Amount 2/01/2027 $165,000 2/01/2028 170,000 Prior to the date set for redemption of any Bond prior to its stated maturity date, the City Finance Director shall cause notice of the call for redemption thereof to be published as required by law and, not more than sixty (60) and not fewer than thirty (30) days prior to the designated redemption date, shall cause notice of the call to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.03 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. Bonds in a denomination larger than $5,000 may be redeemed in part in any integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without charge, upon surrender of such Bond to the Registrar, one or more new Bonds of such same series in authorized denominations equal in principal amount to the unredeemed portion of the Bond so surrendered. 2.06. Execution, Authentication and Delivery. behalf of the City by the signatures of the Mayor and the City Manager; provided that said signatures may be printed, engraved, or lithographed facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall 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 such 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 each Bond shall be conclusive evidence that it has -7- been authenticated and delivered under this Resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION BOND, SERIES 2012A R-_ $ Interest Maturity Date of Rate Date Original Issue CUSIP February 1, 20_ April 25, 2012 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF ST. ANTHONY, Hennepin County, Minnesota (the City), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner named above, or registered assigns, the principal sum specified above on the maturity date specified above, and to pay interest thereon from the date of original issue specified above, or the most recent interest payment date to which interest has been paid or provided for, at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 2013 (each such date, an Interest Payment Date), to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the month immediately preceding the payment date, all subject to the provisions referred to herein with respect to redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be paid 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 calendar month next preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. 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 of Bond Trust Services Corporation, in Roseville, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its successor designated 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. -8- This Bond is one of an issue in the aggregate principal amount of$9,495,000, all of like date and tenor, except as to serial number, maturity date, interest rate, redemption privilege and denomination issued pursuant to a resolution adopted by the City Council on March 27, 2012 (the "Resolution"), to finance the 2012 road construction project of the City, to refinance certain capital projects as described in the City's Capital Improvement Plan, and to refinance costs of various street improvements in City, and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 429 and Chapter 475. The Bonds are issuable only as fully registered bonds in denominations of$5,000 or any multiple thereof, of single maturities. The Bonds of this series are issuable only as fully registered Bonds, in denominations of$5,000 or any multiple thereof, of single maturities. Bonds of this issue maturing in 2020 and earlier years are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in 2021 and later years are each subject to redemption and prepayment at the option of the City, in whole or in part, and if in part in such order as the City shall determine and by lot as to Bonds maturing on the same date, on February 1, 2020 and any date thereafter (whether or not an interest payment date), at a price equal to the principal amount thereof plus interest accrued to the date of redemption. Bonds maturing in the years 2026 and 2028 shall be subject to mandatory redemption prior to maturity by lot pursuant to the mandatory sinking fund requirements of the Resolution on February 1 in the years and in the principal amounts set forth in the Resolution at a redemption price equal to the stated principal amount thereof to be redeemed plus interest accrued thereon to the redemption date, without premium. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price herein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. The Bonds have been designated by the City as "qualified tax-exempt obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in -9- 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 Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that prior to the issuance hereof the City has pledged to the payment of the principal of and interest on the Bonds (a) special assessments on property specially benefited by the portion of the Bonds issued to finance or refinance various street improvement projects in the City and ad valorem taxes on all taxable property in the City, collectible in the years and amounts required to produce sums not less than 5% in excess of the principal of and interest on such portion of the Bonds as such principal and interest respectively become due, and has appropriated the same to the payment of such portion of the Bonds in the manner specified in Minnesota Statutes, Section 429.091, Subdivision 4, and (b) if necessary for payment of the principal and interest on this Bond, additional ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution described herein until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey Counties, Minnesota, by its City Council, has caused this Bond to be executed by the signatures of the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below. -10- CITY OF ST. ANTHONY City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: BOND TRUST SERVICES CORPORATION, Roseville, Minnesota, as Bond Registrar By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UTMA ................. Custodian ...................... in common (Cust) (Minor) under Uniform Transfers to Minors Act................... TEN ENT -- as tenants (State) by entireties 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. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to -11- transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to this assignment OF ASSIGNEE: must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration, enlargement or any change whatsoever. Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in the Securities Transfer Association Medalion Program(STAMP) or such other"signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [End of Bond Form.] 2.08. Use of Securities Depository; Book-Entry Only System. The provisions of this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent they are inconsistent therewith. (a) The Depository Trust Company ("DTC") has agreed to act as securities depository for the Bonds, and to provide a Book-Entry Only System for registering the ownership interest of the financial institutions for which it holds the Bonds (the "DTC Participants"), and for distributing to such DTC Participants such amount of the principal and interest payments on the Bonds as they are entitled to receive, for redistribution to the beneficial owners of the Bonds as reflected in their records (the `Beneficial Owners"). (b) Initially, and so long as DTC or another qualified entity continues to act as securities depository, the Bonds shall be issued in typewritten form, one for each maturity in a principal amount equal to the aggregate principal amount of each maturity, shall be registered in the name of the securities depository or its nominee, shall be subject to the provisions of this Section 2.08, and no Beneficial Owner shall have the right to receive a certificate of ownership or printed Bond. While DTC is acting as the securities depository, the Bonds shall be registered in the name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the City and the Registrar of written notice to the effect that DTC has determined to substitute a new -12- nominee in place of CEDE & CO., the words "CEDE & CO." in this Order shall refer to such new nominee of DTC. With respect to Bonds registered in the name of a securities depository or its nominee, the City and the Registrar shall have no responsibility or obligation to any DTC Participant or Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or other person or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than DTC, of any amount with respect to the principal of or premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal and interest on the Bonds to the extent of the sum or sums so paid. So long as the Book-Entry Only System is in effect, no person other than DTC shall receive an authenticated Bond. (c) Upon receipt by the City and the Registrar of written notice from the securities depository to the effect that it is unable or unwilling to discharge its responsibilities under the Book-Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial series as requested by the securities depository in appropriate amounts, and whenever the securities depository requests the City and the Registrar to do so, the City and the Registrar shall cooperate with the securities depository in taking appropriate action after reasonable notice (i) to arrange for a substitute depository willing and able, upon reasonable and customary terms, to maintain custody of the Bonds, or(ii) to make available Bonds registered in whatever name or names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall designate, in accordance with clause (f) or clause (g) below, whichever is applicable. (d) In the event the City determines that it is in the best interests of the Beneficial Owner that they be able to obtain printed Bonds, the City may so notify the securities depository and the Registrar, whereupon the securities depository shall notify the Beneficial Owners of the availability through the securities depository of such printed Bonds. In such event, the City shall cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully executed and authenticated, as requested by the securities depository in appropriate amounts and, whenever the securities depository requests, the City and the Registrar shall cooperate with the securities depository in taking appropriate action after reasonable notice to make available printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g) below, whichever is applicable. (e) Notwithstanding any other provisions of this Resolution to the contrary, so long as any Bond is registered in the name of a securities depository or its nominee, all payments of principal and interest on the Bond and all notices with respect to the Bond shall be made and given, respectively, to the securities depository. -13- (f) In the event that the Book-Entry Only System established pursuant to this Section is discontinued, except as provided in clause (g), the Bonds shall be issued through the securities depository to the Beneficial Owners. (g) In the event of termination of the Book-Entry Only System, the City shall have the right to terminate, and shall take all steps necessary to terminate, all arrangements with the securities depository described herein, and thereafter shall issue, register ownership of, transfer and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of notice from the City, the securities depository shall take all actions necessary to assist the City and the Registrar in terminating all arrangements for the issuance of documents evidencing ownership interests in the Bonds through the securities depository. Nothing herein shall affect the securities depository's rights under clause (e) above. Section 3. Escrow Account and Use of Proceeds. 3.01. Escrow Account. The City Manager is hereby authorized and directed, simultaneously with the delivery of the Bonds, to deposit the proceeds thereof, to the extent described below, in escrow with U.S. Bank National Association, in St. Paul, Minnesota(the "Escrow Agent"), a banking institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than $500,000, and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to make the above-described payments. The Mayor and City Administrator are hereby authorized to enter into an Escrow Agreement with the Escrow Agent for the Refunded Bonds establishing the terms and conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67. 3.02. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the City Manager shall deposit and apply the proceeds of the Bonds as follows: (a) $2,155,050.00 shall be deposited in the Series 2012 Construction Fund created pursuant Section 5.01 hereof; (b) $7,355,513.80 shall be deposited in the Escrow Account established with the Escrow Agent under an Escrow Agreement between the City, the Authority and the Escrow Agent (the "Escrow Agreement"), the funds so deposited, together with funds of the City in such amount as may be required, to be invested in securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 13, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, (i) to pay all interest to become due on the Series 2003 Refunding Bonds to and including the Redemption Date; (ii) to pay all interest to become due on the portion of the Bonds issued to refund the Series 2006A Refunding Bonds to and including the Series 2006A Crossover Date; (iii) to pay all interest to become due on the portion of the Bonds issued to refund the Series 2007A Refunding Bonds to and including the Series 2007A Crossover Date; (iv) to pay and redeem the outstanding principal of the Refunded Series 2003 Bonds on the Redemption Date; (v) to pay and redeem the outstanding principal of the Refunded Series 2006A Bonds on the -14- Series 2006A Crossover Date, and (vi) to pay and redeem the outstanding principal of the Refunded Series 2007A Bonds on the Series 2007A Crossover Date; (c) $70,578.00 shall be used to pay issuance expenses of the Bonds; and (d) $4,405.05 shall be deposited in the Bond Fund created pursuant to Section 4.02 hereof. Section 4. Security Provisions. 4.01. General Obligation Bonds, Series 2012A Construction Fund. There is hereby established in the official books and records of the City, a separate General Obligation Bonds, Series 2012A Construction Fund (the "Series 2012 Construction Fund"). The City hereby appropriates to the Series 2012 Construction Fund all proceeds of the Bonds received from the Purchaser allocated to the Improvement Bonds and to pay the issuance costs of the Improvement Bonds pursuant to Section 7 hereof. The Series 2012 Construction Fund shall be used solely to defray expenses of the Improvements, including but not limited to the transfer to the Bond Fund, created in Section 4.02 hereof, of amounts sufficient for the payment of interest, due upon the Bonds prior to the completion of the Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Improvement Bonds. Upon completion and payment of all costs of the Improvements, any balance of the proceeds of Improvement Bonds remaining in the Series 2012 Construction Fund may be used to pay the cost, in whole or in part, of any other improvements, as directed by the City Council, but any balance of such proceeds not so used shall be credited and paid to the Bond Fund. 4.02. General Obligation Bonds, Series 2012A Bond Fund. The Bonds shall be payable from a separate General Obligation Bonds, Series 2012A Bond Fund (the "Bond Fund") which the City agrees to maintain until the Bonds have been paid in full. If the moneys in the Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient moneys become available in the Bond Fund. The moneys on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds. Into the Bond Fund shall be paid: (a) the amounts appropriated thereto pursuant to the Escrow Agreement to pay a portion of the interest on the Bonds; (b) all collections of special assessments levied on property specially benefited by the improvement projects financed and refinanced by the Bonds; (c) ad valorem taxes levied and collected in accordance with the provisions of Section 4.04 hereof; (d) all excess amounts on deposit in the debt service fund maintained for the payment of the Refunded Bonds upon the retirement of the Refunded Bonds on the respective Crossover Dates; and (e) any other funds appropriated by the Council for the payment of the Bonds. 4.03. Levy of Special Assessments. For the payment of the cost of each of the Improvements and each of the improvements refinanced by the Series 2006A Bonds and the Series 2007A Bonds the City has or will levy special assessments against all assessable lots, tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor, based upon the benefits received by each such lot, tract or parcel, in an aggregate -15- principal amount not less than twenty percent (20%) of the cost of the improvements. The City hereby covenants and agrees that for payment of the cost of each of the Improvements and each of the improvements refinanced by the Series 2006A Bonds and the Series 2007A Bonds it will do and perform all acts and things necessary for the full and valid levy of special assessments against all assessable lots, tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor, based upon the benefits received by each such lot, tract or parcel, in an aggregate principal amount not less than twenty percent (20%) of the cost of the Improvements and each of the improvements refinanced by the Series 2006A Bonds and the Series 2007A Bonds. In the event that any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City's officers or employees, either in the making of such assessment or in the performance of any condition precedent thereto, the City and this Council hereby covenant and agree that they will forthwith do all such further acts and take all such further proceedings as may be required by law to make such assessments a valid and binding lien upon such property. 4.04. Ad Valorem Taxes. The full faith and credit and taxing powers of the City are irrevocably pledged for the prompt and full payment of the principal of and interest in the Bonds as the same become respectively due. In order to produce, together with the anticipated collections of the special assessments levied with respect to the Improvements and each of the improvements refinanced by the Series 2006A Bonds and the Series 2007A Bonds, aggregate amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the City, the taxes to be levied and collected in the following years and amounts: Lev, Years Collection Years Amount SEE ATTACHED SCHEDULE This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are outstanding and unpaid; provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61. 4.05. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions and covenants contained in this resolution. It is estimated that the taxes and special assessments levied and to be levied for the payment of the Improvements will be collected in amounts not less than five percent (5%) in excess of the annual principal and interest requirements of the Bonds. If the money on hand in the Bond Fund should at any time be insufficient for the payment of principal and interest then due, this City shall pay the principal and interest out of any fund of the City, and such other fund or funds shall be reimbursed therefor when sufficient money is available to the Bond Fund. If on February 1 in any year the sum of the balance in the Bond Fund plus the amount of taxes and special assessments theretofore levied for the Improvements and collectible through the end of the following calendar year is not sufficient to -16- Tax Levy Calculation For: City of St. Anthony, Minnesota $9,495,000 General Obligation Bonds, Series 2012A Dated Date: 4/25/2012 Capital Improvement Bonds Portion: Levy Collect Pay Total P & I Net Year Year Year P & I x 105% Levy 2011 / 2012 / 2013 357,897.33 375,792.20 375,792.20 2012 / 2013 / 2014 361,140.00 379,197.00 379,197.00 2013 / 2014 / 2015 360,440.00 378,462.00 378,462.00 2014 / 2015 / 2016 364,640.00 382,872.00 382,872.00 2015 / 2016 / 2017 373,640.00 392,322.00 392,322.00 2016 / 2017 / 2018 377,340.00 396,207.00 396,207.00 2017 / 2018 / 2019 380,840.00 399,882.00 399,882.00 2018 / 2019 / 2020 384,140.00 403,347.00 403,347.00 2019 / 2020 / 2021 387,240.00 406,602.00 406,602.00 2020 / 2021 / 2022 395,140.00 414,897.00 414,897.00 2021 / 2022 / 2023 402,555.00 422,682.75 422,682.75 2022 / 2023 / 2024 404,085.00 424,289.25 424,289.25 Totals 4,549,097.33 4,776,552.20 4,776,552.20 EHLERS & ASSOCIATES INC Tax Levy Calculation For: City of St.Anthony,Minnesota $9,495,000 General Obligation Bonds,Series 2012A Dated Date: 4/25/2012 Improvement Portion:` (2) (3) (4) Levy Collect Pay Total Paid from Funds P&I Less: Less: Less: Net Year Year Year P&I Escrow Available(1) x 105% Spec Assmts Spec Assmts Spec Assmts Levy 2011 / 2012 / 2013 88,665.00 51,088.75 37,576.25 0.00 0.00 2012 / 2013 / 2014 490,650.00 28,625.00 485,126.25 43,376.18 18,564.38 423,185.69 2013 / 2014 / 2015 568,150.00 596,557.50 43,376.18 18,564.38 15,643.79 518,973.15 2014 / 2015 / 2016 568,950.00 597,397.50 43,376.18 18,564.38 15,643.79 519,813.15 2015 / 2016 / 2017 574,550.00 603,277.50 43,376.18 18,564.38 15,643.79 525,693.15 2016 / 2017 / 2018 569,850.00 598,342.50 43,376.18 18,564.38 15,643.79 520,758.15 2017 / 2018 / 2019 570,050.00 598,552.50 43,376.18 18,564.38 15,643.79 520,968.15 2018 / 2019 / 2020 575,050.00 603,802.50 43,376.18 18,564.38 15,643.79 526,218.15 2019 / 2020 / 2021 579,750.00 608,737.50 43,376.18 18,564.38 15,643.79 531,153.15 2020 / 2021 / 2022 584,150.00 613,357.50 43,376.18 18,564.38 15,643.79 535,773.15 2021 / 2022 / 2023 347,977.50 365,376.38 43,376.18 15,643.79 306,356.41 2022 / 2023 / 2024 175,937.50 184,734.38 43,376.18 141,358.20 2023 / 2024 / 2025 177,372.50 186,241.13 43,376.18 142,864.95 2024 / 2025 / 2026 173,292.50 181,957.13 43,376.18 138,580.95 2025 / 2026 / 2027 174,212.50 182,923.13 43,376.18 139,546.95 2026 / 2027 / 2028 174,675.00 183,408.75 43,376.18 140,032.57 Totals 6,393,282.50 79,713.75 37,576.25 6,589,792.13 650,642.70 167,079.42 140,794.11 5,631,275.90 Consists of the 2006A and Series 2007A Bonds refunding portion and the new money portion(road reconstruction project). (1) Capitalized interest in the amount of$37,576.25 will be used to pay the interest payment due on February 1,2013 on the new money portion of the Bonds(road reconstruction project). (2) Projected special assessment revenue is based on$474,279.55 assessed at 4.24%(new money portion-road reconstruction project). (3) Projected special assessment revenue is based on the remaining assessments pledged to the Series 2006A Bonds. (4) Projected special assessment revenue is based on the remaining assessments pledged to the Series 2007A Bonds. Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments. Notes: The interest payment due February 1,2013 on the Series 2006A Bonds,and the interest payments due February 1,2013 through February 1,2014 on the Series 2007A Bonds will be paid from the Escrow Account.Original tax levies for collection years 2013 through 2021 on the Series 2006A Bonds,and collections year; 2014 through 2022 on the Series 2007A Bonds willl be cancelled. EHLERS • 11350CiINC pay when due all principal and interest become due on all Bonds payable therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.04, a direct, irrepealable, ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency in accordance with the provisions of this resolution. Section 5. Defeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds shall cease. The City may discharge its obligations with respect to any 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; or, 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 from the due date to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms,by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or said redemption date. Section 6. County Auditor Registration, Certification of Proceedings, Investment of Money, Arbitrage and Official Statement. 6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to file a certified copy of this Resolution with the County Auditors of Hennepin and Ramsey County, together with such other information as the County Auditor shall require, and to obtain from each County Auditor a certificate that the Bonds have been entered on his bond register as required by law. 6.02. Certification of Proceedings. The officers of the City and the County Auditors of Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 6.03. Covenant. The City covenants and agrees with the registered owners 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 payable on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code") and Regulations promulgated -17- thereunder(the "Regulations") as are enacted or promulgated and in effect on the date of issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. The facilities financed and refinanced by the Bonds shall at all times during the term of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use agreement, management agreement, capacity agreement or other agreement or contract with any nongovernmental person relating to the use of the facilities financed by the Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or"private loan bonds" pursuant to Section 141 of the Code. 6.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.05. Arbitrage Rebate. The City shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. 6.06. Interest Disallowance. The City hereby designates the Bonds as "qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of interest expenses for financial institutions. The City represents that in calendar year 2012 it does not reasonable expect to issue tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes of this representation) in an amount in excess of$10,000,000, excluding any tax- exempt obligations which are refundings of a"qualified tax-exempt obligation" which are not taken into account for this purpose under Section 265(b)(3)(D)(ii) of the Code. 6.06. Official Statement. The Official Statement relating to the Bonds, dated March 15, 2012, prepared and distributed on behalf of the City by Ehlers and Associates, Inc., is hereby approved. Ehlers and Associates, Inc. is hereby authorized of behalf of the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, the interest rates, other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser a reasonable number of copies of the Official Statement and such supplement. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. 6.07. Reimbursement. The City certifies that the proceeds of the Improvement Bonds will not be used by the City to reimburse itself for any expenditure with respect to the financed facilities which the City paid or will have paid more than 60 days prior to the issuance -18- of the Improvement Bonds unless, with respect to such prior expenditures, the City shall have made a declaration of official intent which complies with the provisions of Section 1.150-2 of the Regulations, provided that a declaration of official intent shall not be required (i) with respect to certain de minimis expenditures, if any, with respect to the financed facilities meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the financed facilities as defined in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of the Improvement Bonds. Section 7. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the original purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds (as hereinafter defined). The City is the only "obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this Section 6, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 6, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this Section 6 constitute a default under the Bonds or under any other provision of this resolution. As used in this Section 6, "Owner" or `Bondowner" means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any `Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner" means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal income tax purposes. As used herein, "Outstanding " means when used with reference to Bonds means all Bonds which have been issued and authenticated by the Registrar except (i) Bonds which have been paid in full (ii) Bonds which have been cancelled by the Registrar or surrendered to the Registrar for cancellation and (iii) Bonds which have been discharged as provided in Section 5 hereof. -19- (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2012 the following financial information and operating data in respect of the City (the "Disclosure Information"): (A) the audited financial statements of the City for such fiscal year, prepared in accordance with generally accepted accounting principles in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type set forth below, which information may be unaudited, but is to be certified as to accuracy and completeness in all material respects by the fiscal officer of the City, to the best of his or her knowledge, which certification may be based on the reliability of information obtained from governmental or other third party sources: Current Property Valuations; Direct Debt; Tax Levies and Collections; Population Trend; Employment/Unemployment. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection (b) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a -20- statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) of this subsection (b)), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this Section 6 is amended as permitted by this paragraph (1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (1) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or a similar event with respect to the City; (M) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material. As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or -21- information generally available to the public. Notwithstanding the foregoing sentence, a "Material Fact" is also an event that would be deemed "material" for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (1) of this subsection (b) at the time specified thereunder; (B) the amendment or supplementing of this Section 6 pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under paragraph (2) of subsection (d); (C) the termination of the obligations of the City under this Section 6 pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. The City agrees to make available the information described in subsection (b) as follows: (1) The City agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this Section 6 shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this Section 6 shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this Section 6 will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. -22- (2) This Section 6 (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (3) of subsection (b)) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this Section 6 as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This Section 6 is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Section 7. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Klein Bank, on the closing date for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc. Section 8. Redemption of Refunded Bonds. The City Manager is hereby directed to advise Wells Fargo Bank, National Association, Minneapolis, Minnesota, as paying agent for the Refunded Bonds, to call such bonds for redemption and prepayment on the Redemption Date and the Crossover Dates, respectively, and to give thirty days mailed Notice of Redemption, all in accordance with the provisions of the resolutions authorizing the issuance of such bonds. -23- Adopted this 27`h day of March, 2012. Jerry Faust Mayor Attest: Barb Suciu City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Roth and upon vote being taken thereon, the following voted in favor thereof: Faust, Gray, Jenson, Roth, Stille and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. -24- PRINCIPAL AND INTEREST PAYMENT SCHEDULE NaW IM 88141 cly of sI AemocY.MlnnecoN Dw D- 128201E 49.995,000 General Obligation Bontle,banes 2012. GBDaN: 9712040 Breakdown of Pe menta Attributable to: I Full Not CeaM1 on R.-,d g PortCroasever Ron slunding PortLroeaovsr P.NnUing P-1- cu&P No. Solea 2003 II.- _.._A B.- 9erlea 200'IA Bontle New-,P.O.. Payment Payment To1M F148tl s-: Po1ln4M Ca...Im o ,I d.Porfion G.O.Bontle G.O.Im o n18ontla Roa1 Recanair0cllon Pro., Ow... prindw Ra. 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W101/17 28.1]000 10,]0825 8.812.50 18.90826 02.1/18 815.00.60 2.000 85085.00 601.8660 .47,18-00 %M 0201/18 325,000.00 28.17000 3]],310. 206.000.60 10.]0826 228.412. 1W,OOo.00 9Al2W NiitAmoo 136000.00 19,30825 179.812. 08.1/18 5/,945.00 57.46000&01/18 229"m 8,858.25 8.412.W 17,968.25 02ro1118 836,000.00 3000 6],915011 .2,945.00 860,600- %114 02.1/19 395,0000 2222000 360.40. 206.000.60 0.86825 222,312 160.000.00 %MW 171,825. 140,000.60 1],96825 176,812. 8891119 49..5.00 19,.5.60 0681119 19670.60 6,80626 6,662:60 18,568.25 02.1211 800,00000 2.000 02,.660 960.695.60 959.160.00 m 82.120 315,1100.60 18.6".60 384,140. 210,060.60 8."08.25 223212. 160,060.60 6,882.50 173.725: 145,000.60 18,560.26 178,112.W 089120 40.886.00 40,925.60 069120 1512060 4,50625 5.282..' 15,108.25 -.0121 886,060.60 2060 40.8600 9260500 988-0.60 %9T 020121 355.600.00 18.120.00 387240. 22.OWO0 4.608.25 229012. 18.=- 5282.60 176,626. 115600.60 16,16025 175212. 089121 92.lx5.00 32.145.00 080121 12,67000 2.30826 3,612.60 13,1358.25 0201W 915.000- 2.50 32.146:00 247146.00 O792W.60 %y2 029122 370.000.60 12.SM.60 -,I.. 2'16.60.60 2,308.26 228.812. 179000.60 3.612W 11]226. 160,00000 13,858.26 -.312. 08,0122 22.768.26 22.76626 080122 8.777- 1A70.W 12.11875 01.9123 7.,-- 22(10 22.]8826 1177"825 750,53250 zra 029123 396.00000 8,'777W 402.555. 170.000.00 1.870.60 173740. 160.000.00 12,11875 174.237. 0&8123 16,01126 15.01126 080123 4642.60 10.68.]5 M.Q4 650,060- .90 20 16.01125 586.01126 680.022 W )MI 02.124 385000- 4.W2.W 401,085. 1550.60 00 10,468.75 175.937. 080124 8.660.25 B,M25 069124 8,888.25 .ml 1W,000- 2660 8,88825 188.88825 117,372.60 -26 1W,000- 8,68825 117,372. 089125 6.4025 8.84826 040126 8.608.25 %10128 160,000.60 2.660 8,61825 -,tIM26 1M2B2.W Im 029128 160,000- 8,648.25 114.222, 081/128 4-825 0000 480825 089128 4.8 0¢.1 06- 27 1415,000.00 2.7W 4,806 25 169808 186 26 1.212. 02.127 .0 4.W"25 174.212. 089127 2,347. 2,337 80 .. 012) 2397.. 020128 170.0WOO 2.7W 2.3;37.60 172.337.W 1]/,875.00 m 02.128 1]0000.60 2:337.. 174.]5. - 029121 9486000.00 1 n4 Xam 10,9423]983 109/237983 1 38961300- 55409].334.5ow7,331 18B6000,W 220465.42 2,116AM.Ql 1410000.00 198810.133 1808610.83 2185000.00 473218.25 2,M21625 PakhammmNvmcN%% Pak tram Ea -0,""ars Term Bond.end.iM1srelore.Mentlelary-1 14.1-must b.eenl to a6ac1M bondo--by 158 Paying A9en1 e.cM1.11-.year,. E.c.ea bolk p,..da In Na emoanl of$4.405.051con5ngancyl w01 b.d.po.ifed into 111.Debt Ser-Fund for Ne Serlse N12A 6olk., 0 EHLERS