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HomeMy WebLinkAbout2013-05-22 Handouts @ Meeting NORTHLAND SECURITIES ADJUSTED TABULATION OF BIDS CITY OF CENTERVILLE, MINNESOTA $1,485,000t GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2013A AWARD: RAYMOND JAMES & ASSOCIATES, INC. DATE OF SALE: WEDNESDAY, MAY 22, 2013 S &P UNDERLYING RATING: AA ADJUSTED TRUE PURCHASE NET INTEREST BIDDER PRICE INTEREST COST COST (TIC) RAYMOND JAMES & ASSOCIATES, INC. $1,501,272.05 $425,225.87 2.4661883% Memphis, TN Amount Rate Maturi Yield Price Amoun t Rate Maturi Yield Price $ 10,000 1.625% 02/01/16 1.625% 100.000 $155,000 2.125% 02/01/23 1.900% 101.395 10,000 1.625 02/01/17 1.625 100.000 160,000 2.500 02/01/24 2.100 102.463 10,000 1.625 02/01/18 1.625 100.000 160,000 2.500 02/01/25 2.100 102.463 10,000 1.625 02/01/19 1.625 100.000 165,000 2.750 02/01/26 2.350 102.442 10,000 1.625 02/01/20 1.625 100.000 170,000 2.750 02/01/27 2.350 102.442 150,000 2.000 02/01/21 1.700 101.873 170,000 3.000 02/01/28 2.600 102.420 155,000 2.000 02/01/22 1.800 101.244 150,000 3.000 02/01/29 2.600 102.420 ORIGINAL BIDS TRUE PURCHASE NET INTEREST BIDDER PRICE INTEREST COST COST (TIC) RAYMOND JAMES & ASSOCIATES, INC. $1,524,681.55 $438,566.37 2.4881266% Memphis, TN ROBERT W. BAIRD & CO., INC. $1,502,213.65 $454,546.35 2.5993389% Milwaukee, WI BOSC, INC. $1,513,689.45 $502,418.88 2.8682961% Menomonee Falls, WI t Par amount decreased from $1,510,000 to $1,485,000. * Bonds priced to par call. Main Office 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402 Main Office Toll Free 1- 800 - 851 -2920 Iowa Office 6600 Westown Parkway, Suite 255, West Des Momes, Iowa 50266, telephone: 800 - 851 -2920 Pennsylvania Office 214 Senate Avenue, Suite 602, Camp Hill, Pennsylvania 17011, telephone: 717 - 763 -9921 www.northlandsecurities.com Member FINRA and SIPC PARITY Bid Form Page 1 of 2 Raymond James & Associates, Inc. - Memphis, TN's Bid Centerville $1,510,000 General Obligation Improvement Bonds, Series 2013A For the aggregate principal amount of $1,510,000.00, we will pay you $1,524,681.55, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the folio Ing rate (s Maturity Date Amount $ Coupon % 02/01 /2016 02/01/2017 02Q1/2018 02/0112019 02/01/2020 50M 1.6250 02/01/2021 150M 2.0000 02/01/2022 155M 2.0000 02/01/2023 155M 2.1250 02/01/2024 02/01/2025 320M 2.5000 02/01/2025 02/01/2027 335M 2.7500 02/01/2028 02/01/2029 345M 3.0000 Total Interest Cost: $453,247.92 Premium: $14,681.55 Net Interest Cost: $438,566.37 TIC: 2.488127 Time Last Bid Received On:05122/2013 10:28:54 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Raymond James & Associates, Inc., Memphis, TN Contact: Jon Autrey Title: Vice President Telephone:901- 579 -4298 Fax: 901 - 579 -4429 Issuer Name: City of Centerville Company Name: Raymond James & Associates Inc ti Accepte �i<�`� Accepted By: Q,2— , 4 Mayor Accepted By: Date: May 22, 2013 Clerk Date: May 22, 2013 https:// www .newissuehome.i- deal.com/Parity /asp /main. asp? frame = content &page= parityBidform &custo... 5/22/2013 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF CENTERVILLE, MINNESOTA HELD: May 22, 2013 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Centerville, Minnesota was duly called and held at the City Hall in said City on the 22nd day of May, 2013, at 6:30 o'clock P M. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: CITY OF CENTERVILLE, MINNESOTA RESOLUTION NO. RESOLUTION ACCEPTING PROPOSAL ON THE SALE OF $1,485,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2013A, PROVIDING FOR THEIR ISSUANCE AND PLEDGING FOR THE SECURITY THEREOF CERTAIN REVENUES. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CENTERVILLE (the "City ") AS FOLLOWS: A. WHEREAS, the City has authority pursuant to Minnesota Statutes Chapter 429, to issue its general obligation improvement bonds to finance the construction of public improvement projects within the City; and B. WHEREAS, the City desires to finance the construction of various public improvement projects listed on Exhibit B to this Resolution (collectively, the "Project "), which improvement projects have been combined into a single improvement for financing purposes, through the issuance of its general obligation bonds pursuant to Minnesota Statutes, section 429.091 and Minnesota Statutes, Chapter 475; and C. WHEREAS, the City determines and declares that it is necessary and desirable to issue its General Obligation Improvement Bonds, Series 2013A (the "Bonds ") in a principal amount of $1,485,000 to finance its costs of constructing the Project; and i G. WHEREAS, the City has retained Northland Securities, Inc. ( "Northland ") as its independent financial advisor for the Bonds, and Northland has conducted a public sale of the Bonds pursuant to Minnesota Statutes Section 475.60; and H. WHEREAS, the proposals set forth on Exhibit A attached hereto were received by Northland at 10:30 a.m., on May 22, 2013; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City as follows: 1. Sale of Bonds; Purpose 1.01. The proposal of Raymond James & Associates, Inc. (the Purchaser ") to purchase the Bonds (or individually, a "Bond ") in accordance with the terms established for the Bonds, at the rates of interest hereinafter set forth, and to pay therefor the sum of $1,501,272.05, plus interest accrued to the date of delivery of the Bonds, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds are hereby awarded to said Purchaser. 1.02. The Bonds shall be titled "General Obligation Improvement Bonds, Series 2013A ", shall be dated June 1, 2013, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The City assumes no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the correctness of any CUSIP numbers printed thereon. The City will permit such numbers to be printed on the Bonds at the expense of the Purchaser, provided, that the City shall not be responsible for any delay in delivery of the Bonds occasioned thereby. The Bonds shall be numbered from R -1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations "). The Bonds shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2020 $50,000 2025 $320,000 2021 $150,000 2027 $335,000 2022 $155,000 2029 $320,000 2023 $155,000 1.03. The Bonds shall provide funds to finance the cost of constructing the Project. 1.04. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date ") commencing on February 1, 2014, calculated on the basis of a 360 -day year of twelve 30 -day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board, at the respective rates per annum set forth opposite the maturity years as follows: Year Rate Year Rate 2 3 2020 1.625% 2025 2.500% 2021 2.000% 2027 2.750% 2022 2.000% 2029 3.000% 2023 2.125% Section 2. Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, or any of its successors or its successors to its functions hereunder (the "Depository "), will act as securities depository for the Bonds, and to this end: (a) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period "), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under Section 6, Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (b) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Registrar (as hereinafter defined) in the name of Cede & Co., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee "). (c) With respect to the Bonds, neither the City nor the Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository, (the "Participant ") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the `Beneficial Owner "). Without limiting the immediately preceding sentence, neither the City, nor the Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of, premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder "). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (d) The City and the Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the Holder or the Holders of the Bonds as shown 3 on the Bond register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (e) Upon delivery by the Depository to the Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in Section 6 hereof, references to the Nominee hereunder shall refer to such new Nominee. (f) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations "). (g) All transfers of beneficial ownership interests in each Bond issued in book -entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (h) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or the Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Registrar may establish a special record date for such consent or other action. The City or the Registrar shall, to the extent possible, give the Depository notice of special record date not less than 25 calendar days in advance of such special record date to the extent possible. (i) Any successor Registrar in its written acceptance of its duties under this Resolution and any paying agencylbond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. 0) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bond for a Bond of a lesser denomination as provided in Section 6 hereof, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. Section 3. Termination of Book -Entry Only System Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows: 4 (a) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (b) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository willing to undertake the functions of the depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with Section 6 hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with Section 6 hereof, the Bonds will be delivered to the Beneficial Owners. (c) Nothing in this Section 3 shall limit or restrict the provisions of Section 6 hereof. Section 4. Redemption. 4.01. At the option of the City, Bonds maturing on or after February 1, 2021, shall each be subject to call and prior payment on February 1, 2020, or on any date thereafter at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of the Bonds remaining unpaid to be prepaid shall be at the discretion of the City. If only part of the Bonds having a common maturity date are called for prepayment the City will notify the Depository of the particular amount of such maturity to be prepaid. The Depository will determine by lot the amount of participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. 4.02. Bonds maturing in the year(s) 2020, 2025, 2027, and 2029 (the "Term Bonds ") are subject to mandatory redemption on February 1 in the years and principal amounts as follows: Mandatory Redemption Schedule Term Bonds Due 2020 Term Bonds Due 2027 Redemption Redemption (February 1) Amount (February 1) Amount 2016 $10,000 2026 $165,000 2017 $10,000 2027 $170,000 5 2018 $10,000 2019 $10,000 2020 $10,000 Term Bonds Due 2025 Term Bonds Due 2029 Redemption Redemption (February 1) Amount (February 1) Amount 2024 $160,000 2028 $170,000 2025 $160,000 2029 $150,000 or, if less than such amount is then outstanding, an amount equal to the aggregate principal amount of the Bonds then outstanding. The City may, at its option, to be exercised on or before the thirtieth day preceding any mandatory redemption date specified above deliver to the Registrar written notice which shall (a) specify a principal amount of Term Bonds previously redeemed (otherwise than pursuant to the above Mandatory Redemption Schedule) or purchased and cancelled by the Registrar and not theretofore applied as a credit against any redemption of Term Bonds pursuant to the above Mandatory Redemption Schedule, and (b) instruct the Registrar to apply the principal amount of such Term Bonds so delivered or previously redeemed or purchased and cancelled for credit against the principal installments to be prepaid pursuant to the Mandatory Redemption Schedule. Each such Term Bond so delivered or previously redeemed or purchased and cancelled shall be credited by the Registrar in the order directed by the Authority at succeeding and future principal installments to be prepaid pursuant to the Mandatory Redemption Schedule. The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments will be at a price of par plus accrued interest. Section 5. Registration and Payment 5.01. The Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 5.02. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to the first Interest Payment Date, in which case such bond shall be dated as of the date of original issue. The interest on the Bonds shall be payable to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the interest payment date, whether or not such day is a business day. Section 6. Registration. The City appoints Northland Trust Services, Inc., Minneapolis, Minnesota, as bond registrar and paying agent (the "Registrar "). The effect of 6 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 office a bond register in which the Registrar shall provide for the registration of ownership of the Bonds and the registration of transfers or exchanges of the Bonds. (b) Transfer of Bonds Upon surrender for transfer of the Bonds 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, a new Bond of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may 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) Cancellation The Bonds surrendered upon any transfer shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (d) 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 the requested transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners The City and the Registrar may treat the person(s) in whose name(s) the Bonds are at any time registered in the bond register as the absolute owners of the Bonds, whether the Bonds shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of or interest on such Bonds and for all other purposes, and all such payments so made to any such registered owners or upon the owners' order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bonds to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges For every transfer or exchange of Bonds, 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. (g) Mutilated, Lost, Stolen or Destroyed Bonds In case any Bond shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Bond of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substitution for such Bond lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Bond was lost, stolen or destroyed, 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 7 surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen, or destroyed Bond has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. (h) Redemption In the event the Bonds are called for redemption, if applicable, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than 30 days prior to the date fixed for redemption to the registered owner of the Bonds to be redeemed at the address shown on the registration books kept by the Registrar. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of the Bonds. The Bonds when so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the Registrar at the place of payment at the time. Section 7. Execution, Authentication and Delivery The Bonds shall be prepared under the direction of the City Clerk of the City and shall be executed on behalf of the City by the manual signatures, or facsimile thereof, of its City Clerk and Mayor. 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 the Bonds, 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, the Bonds shall not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bonds 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 the Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bond has been so executed and authenticated, it shall be delivered by the City Clerk or Registrar to the Purchaser thereof upon payment of the purchase price, and the Purchaser shall not be obligated to see to the application of the purchase price. Section 8. Temporary Bonds The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth in Section 9, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and City Clerk. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and canceled. Section 9. Form of Bond 9.01. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 8 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF CENTERVILLE No. R- GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2013A Date Rate Maturity of Original Issue CUSIP No. June 1, 2013 Registered Owner: Cede & Co., as nominee of the Depository Trust Company, New York, New York Principal Sum: KNOW ALL PERSONS BY THESE PRESENTS that the City of Centerville, Minnesota, a duly organized and existing municipal corporation in Anoka County, Minnesota (the "City ") acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner set forth above, or registered assigns, the principal sum set forth above on the maturity date specified above, and to pay interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 of each year (each, an "Interest Payment Date ") commencing February 1, 2014, (calculated on the basis of a 360 -day year of twelve 30- day months and rounded pursuant to the rules of the Municipal Securities Rulemaking Board) to the person in whose name this bond is registered at the close of business on the 15th day of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Northland Trust Services, Inc., Minneapolis, Minnesota, Registrar and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. (So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee.)* * Include only until termination of the book -entry only system under Section 2 hereof. 9 At the option of the City, Bonds maturing on or after February 1, 2021, shall each be subject to call and prior payment on February 1, 2020, or on any date thereafter at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of the Bonds remaining unpaid to be prepaid shall be at the discretion of the City. If only part of the Bonds having a common maturity date are called for prepayment the City will notify the Depository of the particular amount of such maturity to be prepaid. The Depository will determine by lot the amount of participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. Bonds maturing in the year(s) 2020, 2025, 2027, and 2029 (the "Term Bonds ") are subject to mandatory redemption on February 1 in the years and principal amounts as follows: Mandatory Redemption Schedule Term Bonds Due 2020 Term Bonds Due 2027 Redemption Redemption (February) Amount (February 1) Amount 2016 $10,000 2026 $165,000 2017 $10,000 2027 $170,000 2018 $10,000 2019 $10,000 2020 $10,000 Term Bonds Due 2025 Term Bonds Due 2029 Redemption Redemption (February 1) Amount (February 1) Amount 2024 $160,000 2028 $170,000 2025 $160,000 2029 $150,000 or, if less than such amount is then outstanding, an amount equal to the aggregate principal amount of the Bonds then outstanding. The City may, at its option, to be exercised on or before the thirtieth day preceding any mandatory redemption date specified above deliver to the Registrar written notice which shall (a) specify a principal amount of Term Bonds previously redeemed (otherwise than pursuant to the above Mandatory Redemption Schedule) or purchased and cancelled by the Registrar and not theretofore applied as a credit against any redemption of Term Bonds pursuant to the above Mandatory Redemption Schedule, and (b) instruct the Registrar to apply the principal amount of such Term Bonds so delivered or previously redeemed or purchased and cancelled for credit against the principal installments to be prepaid pursuant to the Mandatory Redemption Schedule. Each such Term Bond so delivered or previously redeemed or purchased and cancelled shall be credited by the Registrar in the order directed by 10 the Authority at succeeding and future principal installments to be prepaid pursuant to the Mandatory Redemption Schedule. The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments will be at a price of par plus accrued interest. The City Council of the City has designated the Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue code of 1986, as amended (the "Code "), relating to disallowance of interest expense for financial institutions and within the $10 million limitation allowed by the Code for the calendar year of issue. This Bond is one of an issue in the aggregate principal amount of $1,485,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council of the City on May 22, 2013 (the "Resolution "), for the purpose of providing funds to finance various public improvement projects within the City pursuant to and in full conformity with the Constitution and laws of the State of Minnesota. Pursuant to the Resolution, the City has pledged to the payment of this Bond revenues derived from the payment of special assessments levied against properties benefited by the above - described public improvements and certain other revenues. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in revenues pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered bonds in Authorized Denominations (as defined in the Resolution described above). As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. 11 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Bond have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the City of Centerville, Anoka County, Minnesota, by its City Council, has caused this Bond to be executed by the manual signatures, or facsimiles thereof, of the Mayor and the City Clerk and has caused this Bond to be dated June 1, 2013. City Clerk Mayor 12 CERTIFICATE OF AUTHENTICATION This is one of the bonds delivered pursuant to the Resolution mentioned within. NORTHLAND TRUST SERVICES, INC. By: Authorized Representative (Form of certificate to be printed on each Bond, following a full copy of the legal opinion.) It is certified that the original opinion, of which the foregoing is a true and correct copy, is on file in the office of the Northland Trust Services, Inc., Minneapolis, Minnesota, and is dated as of the date of delivery of the Bonds and payment therefor by the original purchaser. City Clerk 13 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UTMA -- as custodian for under the (Cust) (Minor) Uniform Transfers to Minors Act (State) 14 ASSIGNMENT FOR VALUE RECEIVED, ( "Transferor "), the undersigned, hereby sells, assigns and transfers unto (Social Security or Federal Employer Identification No. ) the within Bond and all rights thereunder, and hereby irrevocably constitute and appoints ( "Transferee ") as attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises; provided, however, that if any default with respect to the Bond shall have occurred to or to the date of this transfer, the within Bond shall not be registered and the Transferee shall be entitled to receive payment with respect to the within Bond upon presentation thereof as assignee of the Transferor. Date: NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name(s) as it (they) appear(s) upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee should be supplied. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad -15 (a) (2) 15 9.02. The City Administrator of the City shall obtain a copy of the proposed approving legal opinion of Bradley & Deike, P.A., Edina, Minnesota, which shall be complete except as to dating thereof and shall cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the City Clerk in substantially the form set forth in the form of Bond. The City Clerk is hereby authorized and directed to execute such certificate in the name of the City upon receipt of such opinion and to file the opinion in the City's offices. Section 10. Funds and Accounts. There is hereby created a special fund to be designated the "General Obligation Improvement Bonds, Series 2013A Fund" (the "Fund ") to be administered and maintained by the City Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Construction Account" and "Debt Service Account" respectively. 10.01 Construction Account To the Construction Account there shall be credited an amount of the proceeds of the Bonds necessary to pay the City's costs of issuance of the Bonds and constructing the Project. After payment of all such costs, any Bond proceeds remaining on hand in the Construction Account shall be transferred to the Debt Service Account. 10.02. Debt Service Account There shall be maintained a Debt Service Account to be designated the "Debt Service Account ". There are hereby irrevocably appropriated and pledged to, and there shall be credited to the Debt Service Account: (1) any proceeds of the Bonds not used to pay the City's costs of constructing the Project or other improvement projects or to pay the cost of issuance of the Bonds; and (2) general fund moneys and tax levy receipts in each year sufficient to pay the debt service due on the Bonds in each year; and (3) special assessment receipts and fees and charges pledged pursuant to section 11 of this Resolution. The moneys in the Debt Service Account shall be used solely to pay the principal of and interest on the Bonds until such Bonds are paid in full. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above, in an amount not greater than the lesser of five percent (5 %) of the proceeds of the Bonds, or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Project Account, or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then - applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code "). 16 Section 11. Assessments; Tax Levy A. The Bonds are payable in part from the proceeds of special assessments (the "Assessments ") levied or to be levied against properties benefited by the Project. The City hereby covenants and agrees that, for the payment of the cost of the Project, the City has done or will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20% of the costs of each of the improvements financed by the Bonds. It is estimated that collections of the Assessments will be as shown on Exhibit C attached hereto. In the event any such assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or by the City Council or by any of the officers or employees of the City, either in the making of such assessment or in the performance of any condition precedent thereto, the City hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such assessment a valid and binding lien upon said property. Collections of special assessments shall be deposited in the Debt Service Account or Construction Account as directed by the City Council. B. Tax Levy; Coverage Test; Cancellation of Certain Tax Levies To provide moneys for payment of the principal of and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Year of Tax Levy Collection Amount See attached Exhibit C The tax levies are such that if collected in full they, together with special assessments and other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5 %) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided, that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. Section 12. Defeasance When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this Resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. If applicable, the City may also discharge its obligations with respect to any 17 prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The 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 suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and /or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. Section 13. General Obligation Pledge For the prompt and full payment of the principal of and interest on the Bonds as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City which are available for such purpose, and such other funds may be reimbursed from the Debt Service Account when a sufficient balance is available therein. Section 14. Certification of Proceedings The officers of the City are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to Bradley & Deike, P. A., Bond Counsel, 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 Issuer as to the facts recited therein. The officers of the City are also hereby authorized to execute a continuing disclosure certificate to satisfy rules of the federal Securities Exchange Commission. Section 15. Certificate of Registration The City Administrator is hereby directed to file a certified copy of this resolution with the County Auditor of Anoka County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's Certificate that the bonds have been entered in the County Auditor's Bond Register and that the tax levied herein has been levied as required by law. Section 16. Tax Covenants 16.01. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder (the "Regulations "), in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to 18 ensure that such interest will not become subject to taxation under the Code and applicable Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 16.02. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including, without limitation, requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceeds the small- issuer exception amount of $5,000,000. 16.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Section 103 and 141 through 150 of the Code. 16.04. In order to qualify the Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax - exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2013 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2013 have been designated for purposes of Section 265(b)(3) of the Code. 16.06. The City certifies that the proceeds of the Bonds will not be used by the City to reimburse itself for any expenditure with respect to the Project which the City paid or will have paid more than 60 days prior to the issuance of the 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, except with respect to certain de minimis expenditures meeting the requirements of Section 1.150- 2(f)(1) and preliminary expenditures meeting the requirements of Section 1.150- 2(f)(2) which in the aggregate do not exceed 20% of the "issue price" of the Bonds. 16.07. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 17. Payment of Issuance Expenses The City will pay from the proceeds of the Bonds the costs of issuing the Bonds. 19 Section 18. Severability If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. Section 19. Headings Headings in this Resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provisions hereof. The motion for the adoption of the foregoing resolution was duly seconded by council member Weston and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 20 STATE OF MINNESOTA ) COUNTY OF ANOKA ) SS CITY OF CENTERVILLE ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Centerville, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a meeting of the City Council of said City held May 22, 2013, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the considering of proposals for and awarding the sale of $1,485,000 General Obligation Improvement Bonds, Series 2013A, of said City. WITNESS my hand this day of , 2013. City Clerk EXHIBIT A Proposals EXHIBIT B Projects 1. Center Street Project 2. Peterson Trail Project Exhibit C Special Assessments and Levy Calculation