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HomeMy WebLinkAbout2016-056 ($6,505,000 GO Bonds 2016A) EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF STILLWATER, MINNESOTA HELD: March 22, 2016 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Stillwater, Washington County, Minnesota, was duly held at the City Hall on March 22, 2016, at 7:00 P.M., for the purpose, in part, of considering proposals and awarding the sale of$6,505,000 General Obligation Capital Outlay Bonds, Series 2016A. The following members were present: Councilmembers Menikheim, Junker, Weidner, Polehna and Mayor Kozlowski and the following were absent: None In accordance with Resolution No. 2016-042A adopted by the City Council on February 16, 2016, the City Clerk presented proposals on $6,505,000 General Obligation Capital Outlay Bonds, Series 2016A, which were received, opened and tabulated at 10:30 A.M., Central Time, at the offices of Springsted Incorporated on this same day: Bidder Interest Rates True Interest Cost See attached The City Council then proceeded to consider and discuss the proposals, after which member Junker introduced the following resolution and moved its adoption: RESOLUTION NO. 2016-056 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $6,505,000 GENERAL OBLIGATION CAPITAL OUTLAY BONDS, SERIES 2016A AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Stillwater, Minnesota (the "City")has heretofore determined and declared that it is necessary and expedient to issue $6,505,000 General Obligation Capital Outlay Bonds, Series 2016A (the "Bonds" or individually a "Bond"), for: 1. financing (i) the 2015 and 2016 capital outlay needs of various City departments; (ii)renovations and remodeling of the City Hall and Police Department; (iii) the City's share of a street improvement project; (iv) the purchase of land for a natural park; (collectively, the Improvements") in the amount of$5,325,000 (the "Improvement Portion of the Bonds"), pursuant to Minnesota Statutes, Chapter 475 and Sections 10.5 and 10.6 of the City Charter, as more fully described in the resolution duly adopted by the City Council on February 16, 2016; and 7503612v1 2. refunding on May 19, 2016 (the "Call Date") the City's $3,160,000 original principal amount of General Obligation Capital Outlay Refunding Bonds, Series 2005B, dated March 1, 2005 (the "Prior Bonds"), pursuant to Minnesota Statutes, Chapter 475, in the amount of$1,180,000 (the "Refunding Portion of the Bonds"); and B. WHEREAS, $1,210,000 principal amount of the Prior Bonds which matures on and after February 1, 2017 (the "Refunded Bonds") is callable on the Call Date, at a price of par plus accrued interest, as provided in the Resolution of the City Council, adopted on February 15, 2005 (the "Prior Resolution"); and C. WHEREAS, the current refunding of the Refunded Bonds on the Call Date is consistent with covenants made with the holders thereof, and is necessary and desirable for the reduction of debt service cost to the City; and D. WHEREAS, the City has retained Springsted Incorporated, in St. Paul, Minnesota ("Springsted"), as its independent financial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9) and a proposal to purchase the Bonds has been solicited by Springsted; and E. WHEREAS, it is in the best interests of the City that the Bonds be issued in book- entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Stillwater, Minnesota, as follows: 1. Acceptance of Proposal. The proposal of Piper Jaffray& Co. in Minneapolis, Minnesota(the "Purchaser"), to purchase the Bonds in accordance with the Terms of Proposal, at the rates of interest hereinafter set forth, and to pay therefor the sum of$6,940,824.80, plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received, is accepted and the Bonds are awarded to the Purchaser. The Administrator/Treasurer is directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful bidders any certified or cashier's checks or Financial Surety Bonds. 2. Terms of Bonds. (a) Original Issue Date; Denominations; Maturities. The Bonds shall be dated April 14, 2016, as the date of original issue and shall be issued forthwith on or after such date in fully registered form. 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"). 2 7503612v1 The Bonds shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2017 $1,440,000 2025 $205,000 2018 $ 620,000 2026 $210,000 2019 $ 635,000 2027 $125,000 2020 $ 665,000 2028 $125,000 2021 $ 685,000 2029 $130,000 2022 $ 440,000 2030 $135,000 2023 $ 470,000 2031 $135,000 2024 $ 485,000 All dates are inclusive. As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). (b) Allocation. The principal amount of$5,325,000 maturing in each of the years and amounts hereinafter set forth are issued to finance the Improvements (the "Improvement Portion"); and the principal amount of$1,180,000 maturing in each of the years and amounts hereinafter set forth are issued to finance the refunding of the Refunded Bonds (the "Refunding Portion"): Year Improvement Portion Refunding Portion Total Amount 2017 $1,210,000 $230,000 $1,440,000 2018 $ 395,000 $225,000 $ 620,000 2019 $ 405,000 $230,000 $ 635,000 2020 $ 420,000 $245,000 $ 665,000 2021 $ 435,000 $250,000 $ 685,000 2022 $ 440,000 $ 440,000 2023 $ 470,000 $ 470,000 2024 $ 485,000 $ 485,000 2025 $ 205,000 $ 205,000 2026 $ 210,000 $ 210,000 2027 $ 125,000 $ 125,000 2028 $ 125,000 $ 125,000 2029 $ 130,000 $ 130,000 2030 $ 135,000 $ 135,000 2031 $ 135,000 $ 135,000 If Bonds are prepaid, the prepayments shall be allocated to the portions of debt service (and hence allocated to the payment of Bonds treated as relating to a particular portion of debt service) as provided in this paragraph. If the source of prepayment moneys is the general fund of the City, or other generally available source, the prepayment may be allocated to either or both of 3 7503612v1 the portions of debt service in such amounts as the City shall determine. If the source of the prepayment is taxes levied for the Refunding, the prepayment shall be allocated to the Refunding Portion of debt service. If the source of the prepayment is taxes levied for the Improvements, the prepayment shall be allocated to the Improvement Portion of debt service. (c) 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: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only(the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar(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"). (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository(the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or(B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or(C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the 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. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of 4 7503612v1 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 purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the 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. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively,by the Bond Registrar or 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"). (vii) All transfers of beneficial ownership interests in each Bond issued in book-entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than fifteen calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. 5 7503612v1 (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (d) Termination of Book-Entry Only System. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bond 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. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is 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 Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee,but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of paragraph 10. (e) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution,the provisions in the Letter of Representations shall control. 3. Purpose; Refunding Findings. The Bonds shall provide funds (i) to finance the Improvements (the "Project"), and (ii) for the current refunding of the Refunded Bonds (the "Refunding"). It is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds not issued for the Refunding. Work on the Project shall proceed with due diligence to completion. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 6 7503612v1 • 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year(each, an "Interest Payment Date"), commencing August 1, 2016, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate Maturity Year Interest Rate 2017 3.00% 2025 2.00% 2018 3.00% 2026 2.00% 2019 3.00% 2027 2.00% 2020 3.00% 2028 2.00% 2021 3.00% 2029 2.50% 2022 4.00% 2030 2.50% 2023 4.00% 2031 2.50% 2024 4.00% 5. Redemption. Bonds maturing on February 1, 2025 and thereafter shall be subject to redemption and prepayment at the option of the City on February 1, 2024 and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the City; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of redemption shall be given by registered or certified mail at least thirty(30) days prior to the date fixed for redemption to the paying agent and to each affected registered holder of the Bonds at the address shown on the registration books. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at$5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,however, that only so much of the principal amount of each Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder, without service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 7 7503612v1 6. Bond Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12. 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA WASHINGTON COUNTY CITY OF STILLWATER R- $ GENERAL OBLIGATION CAPITAL OUTLAY BOND, SERIES 2016A Interest Rate Maturity Date Date of Original Issue CUSIP February 1, April 14, 2016 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The City of Stillwater, Washington County, Minnesota(the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year(each, an "Interest Payment Date"), commencing August 1, 2016, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the U.S. Bank National Association, in St. Paul, Minnesota(the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer(the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be 8 7503612v1 payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, 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. Redemption. All Bonds of this issue (the "Bonds") on February 1, 2025 and thereafter are subject to redemption and prepayment at the option of the Issuer on February 1, 2024, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of redemption shall be given by registered or certified mail at least thirty(30) days prior to the date fixed for redemption to the paying agent and to each affected registered holder of the Bonds at the address shown on the registration books. Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of$6,505,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, issued pursuant to and in full conformity with the Charter of the Issuer, Constitution and laws of the State of Minnesota, and pursuant to a resolution adopted by the City Council of the Issuer on March 22, 2016 (the "Resolution"), for the purpose of providing funds to finance the improvements and for a current refunding of the Issuer's General Obligation Capital Outlay Refunding Bonds, Series 2005B, dated March 1, 2005, which mature on and after February 1, 2017. This Bond is payable out of the General Obligation Capital Outlay Bonds, Series 2016A Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar,but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. 9 7503612v1 Transfer. This Bond is transferable by the Holder in person or the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tax-Exempt Obligations. The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Charter of the Issuer, Constitution and laws of the State of Minnesota to be done, to happen and to be performed,precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any charter, constitutional or statutory limitation of indebtedness. 10 7503612v1 IN WITNESS WHEREOF, the City of Stillwater, Washington County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its City Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: Registrable by: U.S. BANK NATIONAL ASSOCIATION Payable at: U.S. BANK NATIONAL ASSOCIATION BOND REGISTRAR'S CITY OF STILLWATER, CERTIFICATE OF WASHINGTON COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the /s/Facsimile Resolution mentioned Mayor within. U.S. BANK NATIONAL ASSOCIATION /s/Facsimile St. Paul, Minnesota, City Clerk Bond Registrar By: Authorized Signature 11 7503612v1 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 12 7503612v1 8. Execution. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its Mayor and City Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of April 14, 2016. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution 10. Registration; Transfer; Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount,having the same stated maturity and interest rate, as requested • by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. 13 7503612v1 All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Administrator/Treasurer is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery; Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Administrator/Treasurer to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 14 7503612v1 15. Fund and Accounts. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds, and to make adequate and specific security to the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund to be designated the "General Obligation Capital Outlay Bonds, Series 2016A Fund" (the "Fund") to be administered and maintained by the Administrator/Treasurer 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 shall have been fully paid. In such records there shall be established accounts or accounts shall continue to be maintained as the case may be, of the Fund for the purposes and in the amounts as follows: (a) Construction Account. To the Construction Account there shall be credited the proceeds of the sale of the Improvement Portion of the Bonds. From the Construction Account there shall be paid all costs and expenses of the Project, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65, and a pro rata share of the costs of issuance of the Bonds. Moneys in the Construction Account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Improvement Portion of the Bonds may also be used to the extent necessary to pay interest on the Improvement Portion of the Bonds due prior to the anticipated date of commencement of the collection of taxes herein levied or covenanted to be levied. (b) Payment Account. To the Payment Account there shall be credited the proceeds of the sale of the Refunding Portion of the Bonds. From the Payment Account, on or prior to the Call Date, the Administrator/Treasurer shall transfer, from the Refunding Portion of the Bonds to the paying agent for the Prior Bonds, the amount of$1,223,706.25. The proceeds are sufficient, together with other funds on deposit in debt service fund for the Refunded Bonds, to pay the principal and interest due on the Refunded Bonds due after the Call Date, including the principal and any accrued interest due on the Refunded Bonds called for redemption on the Call Date. The remainder of the monies in the Payment Account shall be used to pay a pro rata share of the costs of issuance of the Bonds. Any monies remaining in the Payment Account after payment of all costs of issuance and payment of the Refunded Bonds shall be transferred to the Debt Service Subaccount. (c) Debt Service Account. There shall be maintained two separate subaccounts in the Debt Service Account to be designated the "Improvements Debt Service Subaccount" and the "Refunding Debt Service Subaccount." There are hereby irrevocably appropriated and pledged to, and there shall be credited to the separate subaccounts of the Debt Service Account: (i) Improvements Debt Service Subaccount. To the Improvements Debt Service Subaccount there is hereby pledged and irrevocable appropriated and there shall be credited: (1) all taxes heretofore, herein or hereafter levied for the payment of the Improvement Portion of the Bonds and interest thereon; (2) all funds remaining in the Construction Account after payment of all costs for the various capital outlay improvements and payment of the costs thereof; (3) all investment earnings on funds held in the Improvements Debt Service Subaccount; and (4) any and all other moneys which are properly available and are appropriated by the 15 7503612v1 • governing body of the City to the Improvements Debt Service Subaccount. The Improvements Debt Service Subaccount shall be used solely to pay the principal and interest and any premiums for redemption of the Improvement Portion of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from the Improvements Debt Service Subaccount as provided by law (ii) Refunding Debt Service Subaccount. To the Refunding Debt Service Account there is hereby pledged and irrevocable appropriated and there shall be credited: (1) any balance remaining after the Call Date in the Prior Bonds Debt Service Account created by the Prior Resolution; (2) any uncollected taxes which were heretofore pledged for the payment of the Refunded Bonds and are herein pledged to the payment of the Refunding Portion of the Bonds; (3) all investment earnings on funds in the Refunding Debt Service Subaccount; (4) any taxes herein or hereafter levied for the payment of the Refunding Portion of the Bonds; (5) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Refunding Debt Service Subaccount. The amount of any surplus remaining in the Refunding Debt Service Subaccount when the Refunding Portion of the Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or$100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the 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 the arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Covenants Relating to the Improvement Portion of the Bonds. To provide moneys for payment of the principal and interest on the Improvement Portion of 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: 16 7503612v1 Year of Tax Levy Year of Tax Collection Amount See attached schedule The City has heretofore levied $1,408,660.61 in 2015 for payment of principal on the Improvement Portion of the Bonds in 2016, and interest due on August 1, 2016 and February 1, 2017 on the Improvement Portion of the Bonds, a direct 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. The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Improvement Portion of the Bonds, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Improvement Portion of the Bonds. The tax levies shall be irrepealable so long as any of the Improvement Portion of the Bonds are outstanding and unpaid,provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 17. Covenants Relating to the Refunding Portion of the Bonds. To provide moneys for payment of the principal and interest on the Refunding Portion of 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 : Levy Years Collection Years Amount See attached schedule The tax levies are such that if collected in full they will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Refunding Portion of the Bonds. The tax levies shall be irrepealable so long as any of the Refunding Portion 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. Upon payment of the Prior Bonds, the uncollected taxes levied in the Prior Resolution authorizing the issuance of the Prior Bonds which are not needed to pay the Prior Bonds as a result of the Refunding shall be canceled. 18. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City 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 and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 17 7503612v1 19. Prior Bonds; Security and Prepayment. Until retirement of the Prior Bonds, all provisions for the security thereof shall be observed by the City and all of its officers and agents. The Refunded Bonds shall be redeemed and prepaid on the Call Date in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit B, which terms and conditions are hereby approved and incorporated herein by reference. 20. Supplemental Resolution. The Prior Resolution authorizing the issuance of the Prior Bonds is hereby supplemented to the extent necessary to give effect to the provisions hereof. 21. Certificate of Registration. The City Clerk is hereby directed to file a certified copy of this resolution with the County Auditor of Washington County, Minnesota, together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy required by law has been made. 22. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission")pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking(the "Undertaking") hereinafter described to: (a) Provide or cause to be provided to the Municipal Securities Rulemaking Board (the "MSRB")by filing at www.emma.msrb.org in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided to the MSRB notice of the occurrence of certain events with respect to the Bonds in not more than ten (10)business days after the occurrence of the event, in accordance with the Undertaking. (c) Provide or cause to be provided to the MSRB notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking, in not more than ten (10)business days following such amendment. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and City Clerk of the City, or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 18 7503612v1 23. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 24. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby covenants not to use the proceeds of the Bonds or the Projector to use the improvements refinanced by the Prior Bonds, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 25. Tax-Exempt Status; Rebate -Allocation to the Improvement Portion of the Bonds. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1)requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States. The City expects to satisfy the 18-month expenditure exemption for gross proceeds for the Improvement Portion of the Bonds as provided in Section 1.148-7(d)(1) of the Regulations. The Mayor, the City Clerk or either one of them, are hereby authorized and directed to make such elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. 26. Tax-Exempt Status; Rebate - Allocation to the Refunding Portion of the Bonds. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Refunding Portion of the Bonds, including without limitation (i) requirements relating to temporary periods for investments, (ii) limitations on amounts invested at a yield greater than the yield on the Refunding Portion of the Bonds, and (iii) the rebate of excess investment earnings to the United States. The City expects to satisfy the six month expenditure exemption from gross proceeds of the System Portion of the Bonds as provided in Section 1.148-7(c) of the Regulations. The Mayor and or City Clerk are hereby authorized and directed to make such elections as to arbitrage and rebate matters relating to the System Portion of the Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. 26. Designation of Qualified Tax-Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; 19 7503612v1 (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating qualified 501(c)(3)bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2016 will not exceed $10,000,000; (e) not more than $10,000,000 of obligations issued by the City during this calendar year 2016 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $10,000,000. Furthermore, with respect to the Refunding Portion of the Bonds: (g) each of the Refunded Bonds was designated as a "qualified tax exempt obligation" for purposes of Section 265(b)(3) of the Code; (h) the average maturity of the Refunding Portion of the Bonds does not exceed the remaining average maturity of the Refunded Bonds; (i) no part of the Refunding Portion of the Bonds has a maturity date which is later than the date which is thirty years after the date the Refunded Bonds were issued; and (j) the Refunding Portion of the Bonds are issued to refund, and not to "advance refund" the Prior Bonds within the meaning of Section 149(d)(5) of the Code, and shall not be taken into account under the$10,000,000 issuance limit to the extent the Bonds do not exceed the outstanding amount of the Prior Bonds. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 27. 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. 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, without regard to sale and/or reinvestment, to pay all amounts to 20 7503612v1 become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 28. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 29. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member Polehna and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: Councilmembers Menikheim, Junker, Weidner, Polehna and Mayor Kozlowski and the following voted against the same: None Whereupon the resolution was declared duly passed and adopted. Adopted: March 22, 2016 ..ze.67/k:7_,• pp A roved: Ted, Kozlowski, Mayor Attest: / AA / / ' . L IA City Clerk 21 7503612v1 STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF STILLWATER I, the undersigned, being the duly qualified Clerk of the City of Stillwater, Minnesota, do hereby certify that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council, duly called and held on the date therein indicated, insofar as such minutes relate to considering proposals and awarding the sale of$6,505,000 General Obligation Capital Outlay Bonds, Series 2016A. WITNESS my hand on March 22, 2016. City Clerk 22 7503612v1 EXHIBIT A NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION CAPITAL OUTLAY REFUNDING BONDS, SERIES 2005B CITY OF STILLWATER, WASHINGTON COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Stillwater, Washington County, Minnesota, there have been called for redemption and prepayment on May 19, 2016 those outstanding bonds of the City designated as General Obligation Capital Outlay Refunding Bonds, Series 2005B, dated as of March 1, 2005, having stated maturity dates in the years 2017 through 2021, inclusive, and totaling $1,210,000 in principal in principal amount and having CUSIP numbers listed below: Year CUSIP 2017 860741 8A8 2018 860741 8B6 2019 860741 8C4 2020 860741 8D2 2021 860741 8E0 The bonds are being called at a price of par plus accrued interest to May 19, 2016, on which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment, at U.S. Bank National Association, Attention: Paying Agent Services, 60 Livingston Avenue, St. Paul, Minnesota, 55107. Dated: March 22, 2016 BY ORDER OF THE CITY COUNCIL /s/Diane Ward, City Clerk *The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the notice. They are included solely for the convenience of the holders. A-1 7503612v1 • Springsted Incorporated Springsted 360 Jackson Street, Suite 300 Saint Paul,MN 55101-2887 Tel: 651-223-3000 Fax:651-223-3002 Email:advisors@springsted.cam www.springsted.com $6,575,000(°) CITY OF STILLWATER,MINNESOTA GENERAL OBLIGATION CAPITAL OUTLAY BONDS,SERIES 2016A (BOOK ENTRY ONLY) AWARD: PIPER JAFFRAY&CO. SALE: March 22,2016 Moody's Rating: Aa2 Interest Net Interest True Interest Bidder Rates Price Cost Rate PIPER JAFFRAY&CO. 3.00% 2017-2021 $7,004,832.55(b) $493,930.30(b) 1.5288%(b) 4.00% 2022-2024 2.00% 2025-2028 2.50% 2029-2031 STIFEL, NICOLAUS&COMPANY, 2.00% 2017 $6,887,265.35 $489,196.21 1.5363% INCORPORATED 3.00% 2018-2024 2.00% 2025-2029 2.10% 2030 2.25% 2031 UNITED BANKERS'BANK 2.00% 2017-2028 $6,720,918.21 $484,638.39 1.5440% 2.30% 2029-2031 FTN FINANCIAL CAPITAL MARKETS 2.00% 2017-2023 $6,749,434.75 $501,244.76 1.5893% 3.00% 2024 2.00% 2025-2027 2.25% 2028-2029 2.50% 2030-2031 (a) Subsequent to bid opening,the issue size decreased from$6,575,000 to$6,505,000. (b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to$6,940,824.80, $512,553:40, and 1.5442%,respectively. Public Sector Advisors Interest Net Interest True Interest Bidder Rates Price Cost Rate ROBERT W.BAIRD&COMPANY, 2.00% 2017-2028 $6,715.305.05 $500,599.46 1.5944% INCORPORATED 2.50% 2029-2031 C.L. KING&ASSOCIATES CRONIN&COMPANY, INC. VINING-SPARKS IBG, LIMITED PARTNERSHIP EDWARD D.JONES&COMPANY SAMCO CAPITAL MARKETS, INC. COASTAL SECURITIES L.P. WNJ CAPITAL CREWS&ASSOCIATES DAVENPORT&COMPANY LLC DUNCAN-WILLIAMS, INC. ROSS,SINCLAIRE&ASSOCIATES, LLC DOUGHERTY&COMPANY LLC LOOP CAPITAL MARKETS,LLC COUNTRY CLUB BANK OPPENHEIMER&CO. INC. SUMRIDGE PARTNERS R.SEELAUS&COMPANY, INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC. ALAMO CAPITAL IFS SECURITIES RAFFERTY CAPITAL MARKETS FIRST EMPIRE SECURITIES UMB BANK,N.A. W.H. MELL ASSOCIATES WAYNE HUMMER INVESTMENTS LLC CITIGROUP GLOBAL MARKETS, INC. 2.00% 2017-2028 $6,702,471.75 $513,432.76 1,6380% CANTOR FITZGERALD&CO. 2.50% 2029-2031 RAYMOND JAMES&ASSOCIATES,INC. 2.00% 2017-2028 $6,714,001.55 $527,772.76 1.6771% 3.00% 2029-2031 NORTHLAND SECURITIES, INC. 2.00% 2017-2028 $6,711,574.40 $530,199.91 1.6854% 3.00% 2029-2031 MORGAN STANLEY&CO.INC. 5.00% 2017-2020 $6,878,830.21 $585,496.89 1.8488% 2.00% 2021-2026 2.125% 2027 3.00% 2028-2031 Public Sector Advisors REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 3:00% 2017 0.60% 3.00% 2018 0.70% 3.00% 2019 0.85% 3.00% 2020 1.00% 3.00% 2021 1.10% 4.00% 2022 1.20% 4.00% 2023 1.30% 4.00% 2024 1.45% 2.00% 2026 1.65% 2.00% 2028 1.90% 2.50% 2031 2.25% BBI: 3.40% Average Maturity: 4.677 Years Public Sector Advisors Post-Sale $5,325,000 City of Stillwater, Minnesota General Obligation Capital Outlay Bonds, Series 2016A Improvement Portion Post-Sale Tax Levies Payment Principal Coupon Interest Total P+l 105% Levy Amount Levy/Collect Date Overlevy Year 02/01/2017 1,210,000.00 3.000% 131,581.53 1,341,581.53 1,408,660.61 1,408,660.61 x 2015/2016 02/01/2018 395,000.00 3.000% 128,750.00 523,750.00 549,937.50 549,937.50 2016/2017 02/01/2019 405,000.00 3.000% 116,900.00 521,900.00 547,995.00 547,995.00 2017/2018 02/01/2020 420,000.00 3.000% 104,750.00 524,750.00 550,987.50 550,987.50 2018/2019 02/01/2021 435,000.00 3.000% 92,150.00 527,150.00 553,507.50 553,507.50 2019/2020 02/01/2022 440,000.00 4.000% 79,100.00 519,100.00 545,055.00 545,055.00 2020/2021 02/01/2023 470,000.00 4.000% 61,500.00 531,500.00 558,075.00 558,075.00 2021/2022 02/01/2024 485,000.00 4.000% 42,700.00 527,700.00 554,085.00 554,085.00 2022/2023 02/01/2025 205,000.00 2.000% 23,300.00 228,300.00 239,715.00 239,715.00 2023/2024 02/01/2026 210,000.00 2.000% 19,200.00 229,200.00 240,660.00 240,660.00 2024/2025 02/01/2027 125,000.00 2.000% 15,000.00 140,000.00 147,000.00 147,000.00 2025/2026 02/01/2028 125,000.00 2.000% 12,500.00 137,500.00 144,375.00 144,375.00 2026/2027 02/01/2029 130,000.00 2.500% 10,000.00 140,000.00 147,000.00 147,000.00 2027/2028 02/01/2030 135,000.00 2.500% 6,750.00 141,750.00 148,837.50 148,837.50 2028/2029 02/01/2031 135,000.00 2.500% 3,375.00 138,375.00 145,293.75 145,293.75 2029/2030 Total $5,325,000.00 - 948,378.20 $6,172,556.53 $6,481,184.36 $6,481,184.36 - *The City made its first levy for the Bonds in 2015 for collection in 2016, and will use taxes previously collected to make the debt service payments due on the Bonds through February 1 2017. Post-Sale $1,180,000 City of Stillwater, Minnesota General Obligation Bonds, Series 2016A Current Refunding of Series 2005B Post-Sale Tax Levies Payment Principal Coupon Interest Total P+l 105% Levy Amount Levy/Collect Date Overlevy Year 02/01/2017 230,000.00 3.000% 28,221.67 258,221.67 271,132.75 271,132.75 * 2015/2016 02/01/2018 225,000.00 3.000% 28,500.00 253,500.00 266,175.00 266,175.00 2016/2017 02/01/2019 230,000.00 3.000% 21,750.00 251,750.00 264,337.50 264,337.50 2017/2018 02/01/2020 245,000.00 3.000% 14,850.00 259,850.00 272,842.50 272,842.50 2018/2019 02/01/2021 250,000.00 3.000% 7,500.00 257,500.00 270,375.00 270,375.00 2019/2020 Total $1,180,000.00 - $100,821.67 $1,280,821.67 $1,344,862.75 $1,344,862.75 - * The City made its first levy for the Bonds in 2015 for collection in 2016, and will use taxes previously collected to make the debt service payments due on the Bonds through February 1 2017.