HomeMy WebLinkAbout08/28/2012 - Special Meeting ...
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City of App�e
Va��e
CITY COUNCIL SPECIAL MEETING TENTATIVE AGENDA
AUGUST 28, 2012 - 3:00 P.M.
1. Call to Order.
2. Approval of Agenda.
3. Resolution Providing for the Issuance and Sale of $7,080,000 General
Obligation Bonds, Series 2012A, Pledging for the Security thereof Special
Assessments and Levying a Tax for the Payment thereof and Providing for
their Issuance.
4. Other Items.
5 . Adj ourn.
NEXT REGULARLY SCHEDULED MEETINGS:
Tuesday September 11 5:30 p.m. (Special Informal)
" " 7:00 p.m. (Special Regular)
Thursday September 27 7:00 p.m. (Regular)
Regular meetings are broadcast, live, on Charter Communications Cable Channel 16.
(Agendas and meeting �ninutes are also available on the City's Internet Web Site
www. cityofapplevalley. org)
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City of App�e
Va��e
UPDATE OF CITY COUNCIL SPECIAL MEETING ACTIONS
AUGUST 28, 2012
3. Adopted Resolution Providing for the Issuance and Sale of $6,775,000
General Obligation Bonds, Series 2012A, Pledging for the Security thereof
Special Assessments and Levying a Tax for the Payment thereof and
Providing for their Issuance.
4. Other Items.
NEXT REGULARLY SCHEDULED MEETINGS:
Tuesday September 11 5:30 p.m. (Special Informal)
" " 7:00 p.m. (Special Regular)
Thursday September 27 7:00 p.m. (Regular)
Regular meetings are broadcast, live, on Charter Communications Cable Channel 16.
(Agendas and meeting minutes are also available on the City's Internet Web Site
www. cityofapplevalley. or�
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City of AppVa��e
y MEMO
Finance Department
TO: Mayor, City Council and Tom Lawell, City Administrator
FROM: Ron Hedberg, Finance Director
DATE: August 23, 2012
SUBJECT: Resolution Providing for the Issuance and Sale of $7,080,000 General Obligation
Bonds, Series 2012a, Pledging for the Security thereof Special Assessments and
Levying a Tax for the Payment thereof and Providing for their Issuance.
Northland Securities is working as the City's financial advisor, as they have done for years, and
will assist the city in the soliciting bids and conducting a public sale of the 2012 bonds. August 28,
2012, has been set aside for a special City Council meeting to consider the award of the 2012a
bonds.
The attached resolution approves and completes the sale of the 2012a Bonds: The blanks in the
resolution will be filled in once the bids are tallied and the underwriter is selected, the bid date is
also August 28, 2012.
Included with the resolution and made part of the resolution is an atta.ched Post-Cornpliance
Policies and Procedures document. As recommended by bond counsel, policies and procedures
must be adopted by the City Council and bond counsel has drafted the appropriate document as
required by the Il�S as they relate to tax exempt bonds.
Moodv's Rating
As part of the bond sale process the City of Apple Valley's has requested a bond rating from
Moody's Investor Service. We have not received the Moody's report as of yet, but once it is
received I will forward it on.
2012a Bonds
The bond issue will be comprised of three separate uses;
1. An issue of $4,785,000 to refund the remaining $4,720,000 balance of the 2004
Refunding Park Bonds which were originally issued to refund the 1997 park bonds. The
final issue size may be reduced to reflect the balance in the debt service fund. The
refunding is estimated to result in savings of $406,000, with a present value of $399,000,
approximately $80,000 each year starting in 2013. Any reduction to the issue size will
result in additional savings in both interest and principaL
Mayor and City Council '
Award Sale of 2011a General Obligation Bonds
June 4, 2011
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2. Improvement bonds in the amount of $945,000 to finance the construction of a portion
of 147�' Street extension related to the Apple Va11ey Business Campus. These bonds are
secured by special assessments against the SPOWD development.
3. Equipment Certificates in the amount of $1,350,000 to finance the equipment needs
identified in the equipment fund portion of the operating budget. The equipment to be
financed includes the fire truck, park mowing equipment, water truck for the parks
department and a front end loader.
Attachments:
Resolution awarding the sale of bonds
Steve Mattson from NSI will be on hand for the City Council meeting to present information on
the bond sale and answer any questions the City Council may have.
ACTION REQUIRED
The attached resolution includes a number of blanks that Northland Securities will be filling in
and distributing at the meeting.
The City Council is asked to adopt the attached Resolution Providing for the Issuance and Sale
of $7,080,000 General Obligation Bonds, Series 2012a, Pledging for the Security thereof Special
Assessments and Levying a Tax for the Payment thereof and Providing for their Issuance.
• ,
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF APPLE VALLEY, MINNESOTA
HELD: August 28, 2012
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Apple Valley, Dakota County, Minnesota, was duly called and held at the City
Hall on August 28, 2012, at 3:00 P.M., for the purpose, in part, of authorizing the issuance and
awarding the sale of $7,080,000 General Obligation Bonds, Series 2012A.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its adoption:
CITY OF APPLE VALLEY
RESOLUTION NO. 2012-
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $7,080,000 GENERAL
OBLIGATION BONDS, SERIES 2012A, PLEDGING FOR THE SECURITY THEREOF
SPECIAL ASSESSMENTS AND LEVYING A TAX FOR THE PAYMENT THEREOF AND
PROVIDING FOR THEIR ISSUANCE
A. WHEREAS, the City Council of the City of Apple Va11ey, Minnesota (the "City")
has heretofore determined and declared that it is necessary and expedient to issue $7,080,000
General Obligation Bonds, Series 2012A (the "Bonds" or individually a"Bond"), pursuant to
Minnesota Statutes, Chapter 475 and:
1. Chapter 429, to finance the construction of various street improvement projects
wit�in the City (the "Improvements"), in the amount of $ (the "Improvement
Portion of the Bonds"). The Improvements and all their components have been ordered prior to
the date hereof; and
2. Section 412.301 to finance the purchase of various items of capital equipment (the
"Equipment"), in the amount of $ (the "Equipment Portion of the Bonds"). Each
item of Equipment to be financed by the Equipment Portion of the Bonds has an expected useful
life at least as long as the term of the Equipment Portion of the Bonds. The principal amount of
the Equipment Portion of the Bonds does not exceed one-quarter of one percent (0.25%) of the
market value of the taxable property in the City ($ times 0.25% is
$ ); and
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3. To provide moneys for a current refunding on December l, 2012 (the "Call Date")
of the City's $11,010,000 original principal amount of General Obligation Refunding Bonds of
2004, dated February 1, 2004 (the "Prior Bonds"), which mature on and after December 1, 2013;
and
B. WHEREAS, $4,720,000 principal amount of the Prior Bonds which matures on
and after December l, 2012 (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 January
28, 2004 (the "Prior Resolution"); and
C. WHEREAS, the 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, it is in the best interests of the City that the Bonds be issued in book-
entry form as hereinafter provided; and
E. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis,
Minnesota ("Northland"), 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 proposals to purchase the Bonds have been
solicited by Northland; and
F. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the Finance Director, or designee, at the offices of Northland at 11:00 A.M. this same day
pursuant to the Notice of Sale established for the Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Apple Valley,
Minnesota, as follows:
1. Acceptance of Offer. The offer of (the
"Purchaser"), to purchase the Bonds, in accordance with the Notice of Sale, at the rates of
interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued
to settlement, is hereby found, determined and declared to be the most favorable proposal
received, is hereby accepted and the Bonds are hereby awarded to the Purchaser. The Finance
Director is directed to retain the deposit of the Purchaser and to forthwith return to the
unsuccessful bidders any good faith checks or drafts.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated September 15, 2012, as the date of original issue and shall be issued forthwith on
or after such date in fully registered form, 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") and shall mature on December 15 in the years and amounts as
follows:
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.
Year Amount Year Amount
2013 2018
2014 2019
2015 2020
2016 2021
2017 2022
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 Improvement Portion of the Bonds, being the aggregate principal
amount of $ , maturing in each of the years and amounts hereinafter set forth, is
issued to finance the Improvements. The Equipment Portion of the Bonds, being the aggregate
principal amount of $ , maturing in each of the years and amounts hereinafter set
forth, is issued to finance the Equipment. The Refunding Portion of the Bonds, being the
aggregate principal amount of $ , maturing in each of the years and amounts
hereinafter set forth, is issued to finance the refunding of the Refunded Bonds (the "Refunding").
Improvement Equipment Refunding
Year Portion (Amount� Portion (Amount) Portion Total Amount
2013
2014
2015
2016
2017
2018 -
2019
2020
2021
2022
(c) Book Entrv Only Svstem. The DepositoryTrust 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.
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(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 certa.in 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
obtaining any consent ar 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
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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 ar 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 Registrax 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.
(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 S s�tem. 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
paxagraph, and if no substitute securities depository is willing to undertake the
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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. The Refunding Portion of the Bonds shall provide funds to finance the
Refunding. The Improvement Portion of the Bonds shall provide funds to finance the
Improvements. The Equipment Portion of the Bonds shall provide funds to finance acquisition
of the Equipment. The Improvements and Equipment are herein referred to together as the
Project. 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. 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. It is hereby found, determined and declared that
the Refunding is pursuant to Minnesota Statutes, Section 475.67, and shall result in a reduction
of debt service cost to the City.
4. Interest. The Bonds shall bear interest payable semiannually on June 15 and
December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2013,
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 Yeax Interest Rate Maturit Year Interest Rate
2013 2018
2014 2019
2015 2020
2016 2021
2017 2022
5. No Optional Redemption. All Bonds of this issue are not subject to redemption
and prepayment prior to their stated maturity dates.
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6. Bond Re isg trar. Northland Trust Services, Inc., in Minneapolis, 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:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF APPLE VALLEY
R- $
GENERAL OBLIGATION BOND, SERIES 2012A
Interest Rate Maturi _ Date Date of Ori�inal Issue CUSIP
December 15, September 15, 2012
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Apple Valley, Dakota 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, without option of prior redemption, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, and to pay interest
thereon semiannually on June 15 and December 15 of each year (each, an"Interest Payment
Date"), commencing June 15, 2013, 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 principal office of Northland Trust Services, Inc., in Minneapolis, Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
Issuer, 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 first 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 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
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the book-entry only system pursuant to the Resolution, Bonds may only be registered in the
name of the Depository or its Nominee.
No Optional Redem tion. All Bonds of this issue (the "Bonds") are not subject to
redemption and prepayment prior to their stated maturity dates.
Issuance; Purpose; General Obli ation. This Bond is one of an issue in the total principal
amount of $7,080,000, 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 Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on August 28, 2012 (the "Resolution"), for the purpose of providing money to
finance various projects within the jurisdiction of the Issuer and for a current refunding of the
Issuer's General Obligation Refunding Bonds of 2004, dated February 1, 2004. This Bond is
payable out of the General Obligation Bonds, Series 2012A 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.
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 governmenta.l 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.
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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 Obli ag tion. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" 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 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
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Apple Valley, Dakota 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.
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Date of Registration: Registrable by: NORTHLAND TRUST
SERVICES, INC.
Payable at: NORTHLAND TRUST
SERVICES, INC.
BOND REGISTRAR'S CITY OF APPLE VALLEY,
CERTIFICATE OF DAKOTA COUNTY, MINNESOTA
AUTHENTICATION
/s/ Facsimile
This Bond is one of the Mayor
Bonds described in the
Resolution mentioned
within. /s/ Facsimile
City Clerk
Northland Trust Services, Inc.
Minneapolis, Minnesota,
Bond Registrar
By:
Authorized Signature
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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.)
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8. Execution; Tem porar y Bonds. 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 officer, the Bonds may be
signed by the manual or facsimile signature of that officer who may act on behalf of the absent or
disabled officer. In case either officer whose signature or facsimile of whose signature sha11
appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature
or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer
had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive
bonds, one or more typewritten temporary bonds in substantially the form set forth above, 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.
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,
which date is September 15, 2012. The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Re�istration; 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
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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.
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 the Holder's 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 City Clerk is hereby
authorized to negotiate and execute the terms of said agreement.
11. Ri ng ts Upon Transfer or Exchan�e. 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 Pavment; 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 first 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.
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14. Deliver��plication of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby established a special fund to be designated
"General Obligation Bonds, Series 2012A Fund" (the "Fund") to be administered and maintained
by the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest thereon 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) 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 Finance Director shall transfer, from the Refunding Portion of the Bonds to the
paying agent for the Prior Bonds, the amount of $ . The proceeds are sufficient,
together with other funds on deposit in the 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
of 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 Refunding Debt Service Subaccount
�•
(b) Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Improvement Portion and Equipment Portion of the Bonds, less any
accrued interest and less capitalized interest. 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. 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 and
Equipment Portion of the Bonds may also be used to the extent necessary to pay interest on the
Improvement Portion and Equipment Portion of the Bonds due prior to the anticipated date of
commencement of the collection of taxes or special assessments herein levied or covenanted to
be levied; and provided further that if upon completion of the Project there shall remain any
unexpended balance (other than any special assessments) in the Construction Account, the
balance shall be transferred to the Debt Service Account or the fund of any other improvement
instituted pursuant to Minnesota Statutes Chapter 429, and provided further that any special
assessments credited to the Construction Account shall only be applied toward payment of the
costs of the Improvements upon adoption of a resolution by the City Council determining that
the application of the special assessments for such purpose will not cause the City to no longer
be in compliance with Minnesota Statutes, Section 475.1, Subdivision 1.
(c) Debt Service Account. There shall be maintained three separate subaccounts in
the Debt Service Account to be designated the "Improvements Debt Service Subaccount", the
"Equipment Debt Service Subaccount", and the "Refunding Debt Service Subaccount". There
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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 shall be credited: (A) all collections of special assessments
herein covenanted to be levied with respect to the Improvements and either
initially credited to the Construction Account and not already spent as permitted
above and required to pay any principal and interest due on the Bonds or collected
subsequent to the completion of the Improvements and payment of the costs
thereof; (B) a pro rata share of all accrued interest received upon delivery of the
Bonds; (C) capitalized interest in the amount of $ ;(D) any collections
of all taxes herein or hereafter be levied for the payment of the Improvements
Portion of the Bonds and interest thereon; (E) a pro rata share of all funds
remaining in the Construction Account after completion of the Project and
payment of the costs thereof; (F) all investment earnings on funds held in the
Improvements Debt Service Subaccount; and (G) any and all other moneys which
are properly available and are appropriated by the 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 premium
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
said subaccount as provided by law.
(ii) Equipment Debt Service Subaccount. To the Equipment Debt Service
Subaccount there shall be credited: (A) all taxes herein and hereafter levied for
the payment of the Equipment Portion of the Bonds; (B) a pro rata share of all
accrued interest received upon delivery of the Bonds; (C) capitalized interest in
the amount of $ ;(D) a pro rata share of all funds remaining in the
Construction Account after completion of the Project and payment of the costs
thereof; (E) all investment earnings on funds held in the Equipment Debt Service
Subaccount; and (F) any and all other moneys which are properly available and
are appropriated by the governing body of the City to the Equipment Debt Service
Subaccount. The Equipment Debt Service Subaccount shall be used solely to pay
the principal and interest and any premiums for redemption of the Equipment
Portion of the Bonds.
(iii) Refunding Debt Service Subaccount. To the Refunding Debt Service Account
there is hereby pledged and irrevocable appropriated and there shall be credited:
(A) a pro rata share of all accrued interest received upon delivery of the Bonds;
(B) any balance remaining after the Call Date in the Prior Bonds Debt Service
Account created by the Prior Resolution; (C) all investment earnings on funds in
the Refunding Debt Service Subaccount; (D) any taxes herein or hereafter levied
for the payment of the Refunding Portion of the Bonds; and (E) 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
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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 Construction
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
Internal Revenue Code of 1986, as amended (the "Code").
16. Covenants Relatin� to the Improvement Portion of the Bonds.
(a) Special Assessments; Coverage Test. It is hereby determined that no less than
one hundred percent of the cost to the City of each Improvement financed by the Improvement
Portion of the Bonds within the meaning of Minnesota Statutes, Section 475.58, Subdivision
1(3), shall be paid by special assessments to be levied against every assessable lot, piece and
parcel of land benefited by any of the Improvements. The City hereby covenants and agrees that
it will let all construction contracts not heretofore let within one year after ordering each
Improvement unless the resolution ordering the Improvement specifies a different time limit for
the letting of construction contracts. The City hereby further covenants and agrees that it will do
and perform as soon as they may be done all acts and things necessary for the final and valid
levy of the special assessments, and in the event that any special assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity in
any action or proceedings taken or to be taken by the City, either in the making of the special
assessments or in the performance of any condition precedent thereto, the City will forthwith do
all further acts and take all further proceedings as may be required by law to make the special
assessments valid and binding liens upon the properties. The special assessments have
heretofore been authorized. Subject to such adjustments as are required by the conditions in
existence at the time the special assessments are levied, it is hereby determined that the special
assessments shall be payable in equal, consecutive, annual installments, with general taxes for
the years shown below and with interest on the declining balance of all special assessments at a
rate of % per annum, as set forth opposite the years specified below:
Improvement Designation Leyy Years Collection Years Amount
$
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4891346v1
The special assessments are such that if collected in full they, together with collections of
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 Bonds.
(b) Covenants Relatin� to the Equipment Portion of the Bonds. To provide moneys
for payment of the principal and interest on the Equipment 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:
Years of T� Levv Years of Tax Collection Amount
See attached levy schedule
(Equipment Portion)
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the payment of the Equipment 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 Equipment Portion of the Bonds. The tax levies shall be irrepealable so long as any of the
Equipment 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 Relatin� 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 t�es in the City
for the years and in the amounts as follows:
Years of Tax Levv Years of Tax Collection Amount
See attached levy schedule
The tax levies are such that if collected in full they, together with other revenues herein pledged
for the payment of the Refunding 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
Refunding Portion of the Bonds. The taY 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 by the Prior Resolution
which are not needed to pay the Prior Bonds as a result of the Refunding shall be canceled.
18. General Obli�ation Pled�e. 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
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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.
19. Prior Bonds; Securitv and Pre�ayment. 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. Su�plemental 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. 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 discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the 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, without
regard 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.
22. Compliance With Reimbursement Bond Re�ulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a
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4891346v1
written declaration of the City's official intent (a "Declaration") which effectively (i) states the
City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating
in effect that such action will not impair the tax-exempt status of the Bonds.
23. 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.
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4891346v1
(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 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.
24. Certificate of Registration. A certified copy of this resolution is hereby directed
to be filed in the office of the County Auditor of Dakota County, 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 Bond Register and the tax levies required by law have
been made.
25. 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.
26. Ne�ative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, 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.
27. Tax-Exempt Status of the Bonds• Rebate• Elections. 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
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The City expects to satisfy the 18-month expenditure exemption
for gross proceeds of the Improvement Portion of the Bonds and Equipment Portion of the
Bonds as provided in Section L 148-7(d)(1) of the Regulations. The Mayor, the 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
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4891346v1
W :. .
the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the
City.
28. Designation of Qualified Tax-Exempt Obli atg ions• 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;
(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 t� 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 2012 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2012 have been designated for purposes of Section 265(b)(3) of the Code; and
(� the aggregate face amount of the Bonds does not exceed $10,000,000.
Furthermore:
(g) there shall not be taken into account for purposes of said $5,000,000 limit any
bond issued to refund (other than to advance refund) any bond to the extent the amount of the
refunding bond does not exceed the outstanding amount of the refunded bond;
(h) the aggregate face amount of the Bonds does not exceed $5,000,000;
(i) each of the Refunded Bonds was issued as part of an issue which was treated as
meeting the rebate requirements by reason of the exception for governmental units issuing
$5,000,000 or less of bonds;
(j) the average maturity of the Bonds does not exceed the average maturity of the
Refunded Bonds; and
(k) no part 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.
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.
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29. Governmental Bonds Post-Issuance Compliance Policies and Procedures. The
City hereby approves the Governmental Bonds Post-Issuance Compliance Policies and
Procedures in substantially the form presented to the City Council.
30. Pavment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to the Bond Registrar
on the closing date for further distribution as directed by Northland.
31. Severabilitv. 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.
32. Headin�s. Headings in this resolution axe included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
ADOPTED this 23rd day of August, 2012.
Mary Hamann-Roland, Mayor
ATTEST:
Stephanie Marschall, Deputy City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by member
Beaton 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 the resolution was declared duly passed and adopted.
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4891346v1
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF APPLE VALLEY
I, the undersigned, being the duly qualified and acting Clerk of the City of Apple Valley,
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 authorizing the issuance and awarding
the sale of $7,080,000 General Obligation Bonds, Series 2012A.
WITNESS my hand on August 28, 2012.
Clerk
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4891346v1
EXHIBIT A
PROPOSALS
A-1
4891346v1
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION REFUNDING BONDS OF 2004
CITY OF APPLE VALLEY, DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Apple
Valley, Dakota County, Minnesota, there have been called for redemption and prepayment on
December 1, 2012
those outstanding bonds of the City designated as General Obligation Refunding Bonds of 2004,
dated as of February 1, 2004, having stated maturity dates in the years 2013 through 2017,
inclusive, and totaling $4,720,000 in principal amount and having CUSIP numbers listed below:
Year CUSIP
2013 03788PJC1
2014 03788P JD9
2015 03788P JE7
2016 03788P JF4
2017 03788P JG2
The bonds are being called at a price of par plus accrued interest to December 1, 2012, on which
date all interest on the bonds will cease to accrue. Holders of the bonds herby called for
redemption are requested to present their bonds for payment, at the office of the City Finance
Director, City of Apple Valley, Minnesota.
Dated: August 28, 2012 BY ORDER OF THE CITY COLTNCIL
/s/ Pamela J. Gackstetter, Clerk
*The City sha11 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.
4891346v1
CITY OF APPLE VALLEY, NIINNESOTA
GOVERNMENTAL SONDS
POST-ISSUANCE COMPLIANCE
POLICIES AND PROCEDURES
The following policies and procedures were adopted by the City Council of the City of
Apple Va11ey, Minnesota (the "City") as of the date indicated below with respect to the
governmental bonds of the City, to require, and further ensure, the ongoing compliance of
governmental bonds issued by the City with the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder (the "Regulations"), ineluding
the record retention requirements of Code Section 6001 and Section 1.6001(a) of the Treasury
Regulations. Such policy and procedures were adopted after consultation with Briggs and
Morgan, P.A., the bond counsel ("Bond Counsel"), and Northland Securities, Inc., the financial
advisors, to the City and are internal operating procedures to be used by the City's management
in connection with the issuance and sale of all issues of governmental bonds.
The City Council of the City has the overall, final responsibility for monitoring whether
the City is in compliance with post-issuance federal t� requirements for the City's governmental
bonds. However, the City Council assigns to the Finance Director of the City the primary
operating responsibility to monitor the City's compliance with post-issuance federal tax
requirements for the City's governmental bonds. The Finance Director may further assign post-
issuance compliance responsibilities to other staff of the City, Bond Counsel, the paying agent
for the bonds, and a rebate analyst. The Finance Director shall provide training and educational
resources to City staff who are responsible for ensuring compliance with any portion of these
policies and procedures.
4911622v1
1. Appropriate Application of Proceeds.
(a) The Finance Director sha11 ensure the timely expenditure of the proceeds
of governmental bonds by monitoring the application of all bond proceeds
in accordance with the source of funds used and in accordance with the
documents related to the issuance of the governmental bonds, including
the reimbursement of pre-issuance expenses.
(b) The Finance Director sha11 ensure the correct calculation and application
of bond proceeds pursuant to the Code by:
(i) confirming that any closing and/or allocation memorandum for the
issuance of the bonds is accurate in the deposits directed
thereunder, including ensuring that bond proceeds are used only
for public purposes; and
(ii) through the draw request process, identifying requested
expenditures that are not eligible expenditures.
(c) The Finance Director shall monitor the use of all bond-financed facilities
in order ta :
(i) determine whether private business uses of bond-financed facilities
have exceeded de minimus limits set forth in Section 141(b) of the
Code, and
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4911622v1
(ii) determine whether private security or payments have exceeded the
de minimus limits set forth in Section 141(b) of the Code.
2. Arbitrage Yield Restriction and Rebate RecLuirements.
The Finance Director shall monitor and calculate arbitrage, and sha11 coordinate and
maintain, ar cause to be maintained, records of:
(a) Computations of the yield on the bonds by the City's financial advisor, and
purchases and sales of investments made with bond proceeds (including
amounts treated as"gross proceeds" of bonds under section 148 of the
Cade) and receipts of earnings in those investments;
(b) Expenditures made with bond proceeds (including investment earnings on
bond proceeds) for the governmental purposes of the bonds;
(c) Calculations that will be sufficient to demonstrate to the Internal Revenue
Service ("IRS") upon an audit of a bond issue that, where applicable, the
City has complied with any available exception to the arbitrage rebate
requirement in respect of that bond issue;
(d) Calculations that will be sufficient to demonstrate to the IRS upon an audit
of a bond issue far which no exception to the arbitrage rebate requirement
was applicable, that the rebate amount, if any, was payable to the United
States of America in respect of investments made with gross proceeds of
that bond issue, was calculated and timely paid with Form 8038-T timely
filed with the IRS; and
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49i 162a�i
(e) Information and records showing that investments held in yield-restricted
advance refunding or defeasance escrows for bonds, and investments
made with unspent bond proceeds after the expiration of the applicable
texnporary period, were not invested in higher yielding investments.
The Finance Director shall also:
(a) Ensure that any third-party entity tasked with investment responsibility for
governmental bonds is provided with a copy of the tax compliance or
arbitrage certificate for each bond issue and is advised as to all investment
restrictions with respect to the proceeds of and funds related to any
governmental bonds issued by the City;
(b) Cause any funds subject to yield restriction to be segregated;
(c) If necessary, hire an independent contractor annually or every five years,
as the case may be and as required by any arbitrage certificate, to perform
all arbitrage and rebate calculations and to review the City's investment
process to ensure that it is in compliance; and
(d) If necessary, consult with Bond Counsel prior to engaging in post-issuance
credit enhancement transactions.
3. Record Retention Requirements.
It is the policy of the City that, unless otherwise permitted by future IRS regulations or
other guidance, written records (which may be in electronic form) will be maintained with
respect to each bond issue for as long as those bonds remain outstanding, plus three years. For
4
49ll 622v 1
this purpose, the bonds include refunding bonds that refund the original bonds and thereby
refinance the property that was financed by the original bonds.
In maintaining electronic storage, the Finance Director will comply with applicable IRS
requirements, such as those contained in Revenue Procedure 97-22.
The records to be obtained and maintained are to include:
(a) The official transcript of proceedings for the original issuance of the bonds
(including ensuring that all applicable documents are included in such
transcript);
(b) Records showing how the bond proceeds were invested, as described in 2
above;
(c) Records showing how the bond proceeds were spent, as described in 1
above, including, but not limited to, loan documents, construction
contracts, draw requests, invoices, payment of bond issuance costs, and
records of "allocations" of bond proceeds to make reimbursement for
project expenditures made before the bonds were actually issued;
(d) Information, records, and calculations showing that, with respect to each
bond issue, the City was eligible for an exception to the arbitrage rebate
requirement or, if not, that the rebate amount, if any, that was payable to
the United States of America in respect of investments made with gross
proceeds of that bond issue, was calculated and timely paid with Form
8038-T timely filed with the IRS, as described in 2 above;
5
4911622v1
(e) Schedules of all bond-financed facilities, including whether such facilities
are land, buildings, or equipment, economic Iife calculations, and
information regarding depreciation;
( fl Records and agreements related to any trade or business activities by or
with non-governmental entities or persons with respect to any facilities
financed with the proceeds of governmental bonds, including, but not
limited to, management agreements and leases; and �
(g) Documentations of all sources of payment or security for the issue.
The basic purpose of the foregoing record retention procedure for the City's
governmental bonds is to enable the City to readily demonstrate to the IRS upon a questionnaire
or an audit of any bond issue that the City has fully complied with all federal tax requirements
that must be satisfied after the issue date of the bonds.
4. Reissuance.
The following policies relate to compliance with rules and regulations regarding the
reissuance of bonds for federal law purposes. ,
The Finance Director will:
(a) Identify and consult with Bond Counsel regarding any post-issuance
change to any terms of an issue of bonds which could potentially be
treated as a reissuance for federal tax purposes; and
(b) Confirm with Bond Counsel whether any "remedial action" in connection
with a"change in use" (as such terms are defined in the Code and
6
49ll 622v 1
Treasury Regulations) would be treated as a reissuance for tax purposes
and, if so, confirm the filing of any new Form 8038-G.
5. Direct Pay Bonds.
(a) In addition to the other requirements herein, should the City issue direct
pay bonds pursuant to Sections 54A through 54F of the Code, the Finance
Director shall also be responsible for:
(i) determining the amount of interest payable on each interest
payment date and the proper amount of refundable credit reported
on Form 8038-CP;
(A) as appropriate, the Finance Director shall compare the
interest payrnent calculations to any independently-verified
report prepared at closing for the bond issue; and
(B) the Finance Director shall approve all disbursements.
(ii) preparing and timely filing all Forms 8038-CP;
(A) timely filing of Form 8038-CP shall be made to insure that
payments are timely made on the interest payment date and
such timely filing is ensured by the use of a third-party
filing agent; and
(B) in the case of bond issues with multiple maturities, a
separate Form 8038-CP shall be filed for each maturity;
7
4911622v1
(iii) ensuring all credit payments shall be requested to be made by wire.
The Fina.nce Director is familiar with the wire payment procedures
for the City and will ensure that the Form 8038-CP includes the
proper information for payment of the credit to the proper person;
and
(iv) alternatively, hiring a third party (the "Filing Agent") who shall be
responsible for the matters in this Section 5 and any other
responsibilities set forth in a filing agent agreement between the
City and the Filing Agent.
(b) In addition to the records retained pursuant to Section 3, the records to be
obtained and maintained with respect to direct pay bonds are to include:
(i) information, records, and calculations showing that Forms 8038-
CP were properly prepared and timely filed, as described in (a)
above;
(ii) all contracts that are subject to the federal Davis-Bacon prevailing
wage rules; and
(iii) with respect to Qualified Energy Conservation Bonds, such
do.cuments, test results, audits, and reports obtained by the City
that demonstrate that the final project has achieved a reduction in
energy consuxnption in publicly-owned buildings by at least 20%.
8
4911622v1
(c) The Finance Director shall ensure that all contracts let for projects
financed with direct pay bonds shall comply with the federal Davis-Bacon
prevailing wage rules.
6. Ta�cable Governmental Bonds.
Most of the provisions of these policies and procedures are not applicable to
governmental bonds the interest on which is includable in gross income for federal income tax
purposes. However, if an issue of taxable governmental bonds is later refunded with the
proceeds of an issue of taa�-exempt governmental refunding bonds, then the uses of the proceeds
of the taxable governmental bonds and the uses of the facilities financed with the proceeds of the
taxable governmental bonds will be relevant to the tax-exempt status of the governmental
refunding bonds. Therefore, if there is any reasonable possibility that an issue of taxable
governmental bonds may be refunded, in whole or in part, with the proceeds of an issue of t�-
exempt governmenta.l bonds then, for purposes of these policies and procedures, the Finance
Director shall treat the issue of taxable governmental bonds as if such issue were an issue of tax-
exempt governmental bonds and shall carry out and comply with the requirements of these
policies and procedures with respect to such taxable governmental bonds. The Finance Director
shall seek the advice of Bond Counsel as to whether there is any reasonable possibility of issuing
tax-exempt governmental bonds to refund an issue of taxable governmental bonds.
7. Qualified 501(c�3 Bonds.
If the City issues bonds to finance a facility to be owned by the City but which may be
used, in whole or in substantial part, by a nongovernmental organization that is exempt from
federal income taxation under Section 501(a) of the Code as a result of the application of Section
501(c)(3) of the Code (a "501(c)(3) Organization"), the City may elect to issue the bonds as
9
4911622v1 � �
"qualified 501(c)(3) bonds" the interest on which is exempt from federal income taxation under
Sections 103 and 145 of the Code and applicable Treasury Regulations. Although such qualified
501(c)(3) bonds are not governmental bonds, at the election of the Finance Director, for purposes
of these policies and procedures, the Finance Director may treat such issue of qualified 501(c)(3)
bonds as if such issue were an issue of tax-exempt governmental bonds and shall carry out and
comply with the requirements of these policies and procedures with respect to such qualified
501(c)(3) bonds. Alternatively, in cases where compliance activities are reasonably within the
control of the relevant 501(c)(3) Organization, the Finance Director may determine that all or
some portion of the compliance responsibilities described herein sha11 be assigned to
organization.
8. Conduit Bonds.
The provisions of these policies and procedures are primarily intended to be applicable to
governmental bonds. However, the City may from time to time issue qualified 501(c)(3} bonds
or other qualified private activity bonds that are not governmental bonds and loan the proceeds
thereof to a nongovernmental organization that is the obligor on such conduit bonds. Although
such conduit bonds are not governmental bonds, at the election of the Finance Director, for
purposes of these policies and procedures, the Finance Director may treat such issue of conduit
bonds as if such issue were an issue of tax-exempt governmental bonds and sha11 carry out and
comply with the requirements of these policies and procedures with respect to such conduit
bonds. Alternatively, in cases where compliance activities are reasonably within the control of
the relevant obligor, the Finance Director may determine that all or some portion of the
compliance responsibilities described herein shall be assigned to or required of such obligor.
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4911622v1
9. General Requirements.
(a) Periodically, the Finance Director shall consult with Bond Counsel,
general counsel, and financial advisors to the City to determine if any
changes to these procedures are advisable and shall amend these
procedures accordingly.
(b) These procedures may be amended or withdrawn from time to time and
constitute internal management procedures for compliance with certain
provisions of the Code and do not constitute and are not intended to be,
rules of the City.
Adopted this day of , 2012 on behalf of the City.
CITY OF APPLE VALLEY, MINNESOTA
By
Its Finance Director
11
a9i ib�z�i
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g � �
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF APPLE VALLEY, MINNESOTA
HELD: August 28, 2012
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Apple Valley, Dakota County, Minnesota, was duly called and held at the City
Hall on August 28, 2012, at 3:00 P.M., for the purpose, in part, of authorizing the issuance and
awarding the sale of $6,775,000 General Obligation Bonds, Series 2012A.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its adoption:
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $6,775,000 GENERAL
OBLIGATION BONDS, SERIES 2012A, PLEDGING FOR THE SECURITY THEREOF
SPECIAL ASSESSMENTS AND LEVYING A TAX FOR THE PAYMENT THEREOF AND
PROVIDING FOR THEIR ISSUANCE
A. WHEREAS, the City Council of the City of Apple Valley, Minnesota (the "City")
has heretofore determined and declared that it is necessary and expedient to issue $6,775,000
General Obligation Bonds, Series 2012A (the "Bonds" or individually a"Bond"), pursuant to
Minnesota Statutes, Chapter 475 and:
1. Chapter 429, to finance the construction of various street improvement projects
within the City (the "Improvements"), in the amount of $920,000 (the "Improvement Portion of
the Bonds"). The Improvements and all their components have been ordered prior to the date
hereof; and
2. Section 412.301 to finance the purchase of various items of capital equipment (the
"Equipment"), in the amount of $1,305,000 (the "Equipment Portion of the Bonds"). Each item
of Equipment to be financed by the Equipment Portion of the Bonds has an expected useful life
at least as long as the term of the Equipment Portion of the Bonds. The principal amount of the
Equipment Portion of the Bonds does not exceed one-quarter of one percent (0.25%) of the
market value of the taxable property in the City ($4,061,762,557 times 0.25% is $10,154,40.39);
and
3. To provide moneys for a current refunding on December 1, 2012 (the "Call Date")
of the City's $11,010,000 original principal amount of General Obligation Refunding Bonds of
2004, dated February 1, 2004 (the "Prior Bonds"), which mature on and after December 1, 2013;
and
B. WHEREAS, $4,720,000 principal amount of the Prior Bonds which matures on
and after December l, 2012 (the "Refunded Bonds"), is callable on the Call Date, at a price of
4891346v1
r ` �
r
par plus accrued interest, as provided in the Resolution of the City Council, adopted on January
28, 2004 (the "Prior Resolution"); and
C. WHEREAS, the 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, it is in the best interests of the City that the Bonds be issued in book-
entry form as hereinafter provided; and
E. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis,
Minnesota ("Northland"), 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 proposals to purchase the Bonds have been
solicited by Northland; and
F. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the Finance Director, or designee, at the offices of Northland at 11:00 A.M. this same day
pursuant to the Notice of Sale established for the Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Apple Va11ey,
Minnesota, as follows:
1. Acceptance of Offer. The offer of PNC Capital Markets, Philadelphia,
Pennsylvania (the "Purchaser"), to purchase the Bonds, in accordance with the Notice of Sale, at
the rates of interest hereinafter set forth, and to pay therefor the sum of $7,074,817.00, plus
interest accrued to settlement, is hereby found, determined and declared to be the most favorable
proposal received, is hereby accepted and the Bonds are hereby awarded to the Purchaser. The
Finance Director is directed to retain the deposit of the Purchaser and to forthwith return to the
unsuccessful bidders any good faith checks or drafts.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated September 15, 2012, as the date of original issue and shall be issued forthwith on
or after such date in fully registered form, 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") and shall mature on December 15 in the years and amounts as
follows:
2
4891346v1
f A
Year Amount Year Amount
2013 $ 985,000 2018 $220,000
2014 1,040,000 2019 230,000
2015 1,230,000 2020 240,000
2016 1,245,000 2021 245,000
2017 1,220,000 2022 120,000
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 Improvement Portion of the Bonds, being the aggregate principal
amount of $920,000, maturing in each of the years and amounts hereinafter set forth, is issued to
finance the Improvements. The Equipment Portion of the Bonds, being the aggregate principal
amount of $1,305,000, maturing in each of the years and amounts hereinafter set forth, is issued
to finance the Equipment. The Refunding Portion of the Bonds, being the aggregate principal
amount of $4,550,000, maturing in each of the years and amounts hereinafter set forth, is issued
to finance the refunding of the Refunded Bonds (the "Refunding").
Equipment Improvement Refunding
Year Portion (Amount� Portion (Amount) Portion Total Amount
2013 $170,000 $ 0 $815,000 $ 985,000
2014 160,000 25,000 855,000 1,040,000
2015 165,000 90,000 975,000 1,230,000
2016 165,000 110,000 970,000 1,245,000
2017 175,000 110,000 935,000 1,220,000
2018 110,000 110,000 0 220,000
2019 115,000 115,000 0 230,000
2020 120,000 120,000 0 240,000
2021 125,000 120,000 0 245,000
2022 0 120,000 0 120,000
(c) Book Entr�nlv S stem. 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"), sha11 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.
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4891346v1
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V
(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
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
4
4891346v1
,.
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 sha11 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.
(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-Entr ��y Svstem. 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
5
4891346v1
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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. Pu ose. The Refunding Portion of the Bonds shall provide funds to finance the
Refunding. The Improvement Portion of the Bonds shall provide funds to finance the
Improvements. The Equipment Portion of the Bonds shall provide funds to finance acquisition
of the Equipment. The Improvements and Equipment are herein referred to together as the
Project. 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. The City
covenants that it sha11 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. It is hereby found, determined and declared that
the Refunding is pursuant to Minnesota Statutes, Section 475.67, and shall result in a reduction
of debt service cost to the City.
4. Interest. The Bonds shall bear interest payable semiannually on June 15 and
December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2013,
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:
Maturitv Year Interest Rate Maturi . Year Interest Rate
2013 2.00% 2018 2.00%
2014 2.00 2019 2.00
2015 2.00 2020 2.00
2016 2.00 2021 2.00
2017 2.00 2022 2.00
5. No Optional Redem tp ion. All Bonds of this issue are not subject to redemption
and prepayment prior to their stated maturity dates.
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6. Bond Re istrar. Northland Trust Services, Inc., in Minneapolis, 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:
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4891346v1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF APPLE VALLEY
R- $
GENERAL OBLIGATION BOND, SERIES 2012A
Interest Rate Maturity Date Date of Ori�inal Issue CUSIP
December 15, September 15, 2012
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Apple Valley, Dakota 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, without option of prior redemption, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, and to pay interest
thereon semiannually on June 15 and December 15 of each year (each, an "Interest Payment
Date"), commencing June 15, 2013, 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 principal office of Northland Trust Services, Inc., in Minneapolis, Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
Issuer, 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 first day of the calendar month next preceding such Interest Payment
Date (the "Regular Record Date"). Any interest not so timely paid sha11 cease to be 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 axe 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
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4891346v1
. ° ,
the book-entry only system pursuant to the Resolution, Bonds may only be registered in the
name of the Depository or its Nominee.
No Optional Redemption. All Bonds of this issue (the "Bonds") are not subject to
redemption and prepayment prior to their stated maturity dates.
Issuance; Purpose; General Obli ation. This Bond is one of an issue in the total principal
amount of $6,775,000, 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 Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on August 28, 2012 (the "Resolution"), for the purpose of providing money to
finance various projects within the jurisdiction of the Issuer and for a current refunding of the
Issuer's General Obligation Refunding Bonds of 2004, dated February 1, 2004. This Bond is
payable out of the General Obligation Bonds, Series 2012A 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; Exchan�e; 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.
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 imore 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.
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4891346v1
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 Obli ation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" 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 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 a11 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
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Apple Valley, Dakota 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.
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4891346v1
Date of Registration: Registrable by: NORTHLAND TRUST
SERVICES, INC.
Payable at: NORTHLAND TRUST
SERVICES, INC.
BOND REGISTRAR'S CITY OF APPLE VALLEY,
CERTIFICATE OF DAKOTA COUNTY, MINNESOTA
AUTHENTICATION
/s/ Facsimile
This Bond is one of the Mayor
Bonds described in the
Resolution mentioned
within. /s/ Facsimile
City Clerk
Northland Trust Services, Inc.
Minneapolis, Minnesota,
Bond Registrar
By:
Authorized Signature
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4891346v1
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.)
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4891346v1
8. Execution; Temporar Bonds. 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 officer, the Bonds may be
signed by the manual or facsimile signature of that officer who may act on behalf of the absent or
disabled officer. In case either officer whose signature or facsimile of whose signature shall
appear on the Bonds sha11 cease to be such officer before the delivery of the Bonds, the signature
or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer
had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive
bonds, one or more typewritten temporary bonds in substantially the form set forth above, 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.
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,
which date is September 15, 2012. The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Re�istration; Transfer; Exchan�e. 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
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4891346v1
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.
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 the Holder's 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 City Clerk is hereby
authorized to negotiate and execute the terms of said agreement.
11. Ri�hts Upon Transfer or Exchan,�e. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry a11 the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Pavment; 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 first 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 Regulax 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.
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4891346v1
14. Deliverv; A�plication of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser sha11 not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby established a special fund to be designated
"General Obligation Bonds, Series 2012A Fund" (the "Fund") to be administered and maintained
by the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest thereon 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) 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 Finance Director shall transfer, from the Refunding Portion of the Bonds to the
paying agent for the Prior Bonds, the amount of $4,720,000.00. The proceeds are sufficient,
together with other funds on deposit in the 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
of 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 Refunding Debt Service Subaccount.
(b) Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Improvement Portion and Equipment Portion of the Bonds, less any
accrued interest and less capitalized interest. From the Construction Account there shall be paid
a11 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. 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 and
Equipment Portion of the Bonds may also be used to the extent necessary to pay interest on the
Improvement Portion and Equipment Portion of the Bonds due prior to the anticipated date of
commencement of the collection of taxes or special assessments herein levied or covenanted to
be levied; and provided further that if upon completion of the Project there shall remain any
unexpended balance (other than any special assessments) in the Construction Account, the
balance shall be transferred to the Debt Service Account or the fund of any other improvement
instituted pursuant to Minnesota Statutes Chapter 429, and provided further that any special
assessments credited to the Construction Account shall only be applied toward payment of the
costs of the Improvements upon adoption of a resolution by the City Council determining that
the application of the special assessments for such purpose will not cause the City to no longer
be in compliance with Minnesota Statutes, Section 475.1, Subdivision 1.
(c) Debt Service Account. There shall be maintained three separate subaccounts in
the Debt Service Account to be designated the "Improvements Debt Service Subaccount", the
"Equipment 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:
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4891346v1
(i) Improvements Debt Service Subaccount. To the Improvements Debt Service
Subaccount there shall be credited: (A) all collections of special assessments
herein covenanted to be levied with respect to the Improvements and either
initially credited to the Construction Account and not already spent as permitted
above and required to pay any principal and interest due on the Bonds or collected
subsequent to the completion of the Improvements and payment of the costs
thereof; (B) a pro rata share of all accrued interest received upon delivery of the
Bonds; (C) a pro rata share of all unused discount; (D) capitalized interest in the
amount of $40,786.67; (E) any collections of all taxes herein or hereafter be
levied for the payment of the Improvements Portion of the Bonds and interest
thereon; (F) a pro rata share of all funds remaining in the Construction Account
after completion of the Project and payment of the costs thereof; (G) all
investment earnings on funds held in the Improvements Debt Service Subaccount;
and (H) any and all other moneys which are properly available and are
appropriated by the governing body of the City to the Improvements Debt Service
Subaccount. The Improvements Debt Service Subaccount sha11 be used solely to
pay the principal and interest and any premium 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 said subaccount as
provided by law.
(ii) Equipment Debt Service Subaccount. To the Equipment Debt Service
Subaccount there shall be credited: (A) all taxes herein and hereafter levied for
the payment of the Equipment Portion of the Bonds; (B) a pro rata share of all
accrued interest received upon delivery of the Bonds; (C) a pro rata share of all
unused discount; (D)capitalized interest in the amount of $18,705.00; (E) a pro
rata share of all funds remaining in the Construction Account after completion of
the Project and payment of the costs thereof; (F) all investment earnings on funds
held in the Equipment Debt Service Subaccount; and (G) any and all other
moneys which axe properly available and are appropriated by the governing body
of the City to the Equipment Debt Service Subaccount. The Equipment Debt
Service Subaccount shall be used solely to pay the principal and interest and any
premiums for redemption of the Equipment Portion of the Bonds.
(iii) Refunding Debt Service Subaccount. To the Refunding Debt Service Account
there is hereby pledged and irrevocable appropriated and there shall be credited:
(A) a pro rata share of all accrued interest received upon delivery of the Bonds;
(B) any balance remaining after the Call Date in the Prior Bonds Debt Service
Account created by the Prior Resolution; (C) all investment earnings on funds in
the Refunding Debt Service Subaccount; (D) any taxes herein or hereafter levied
for the payment of the Refunding Portion of the Bonds; and (E) 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.
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4891346v1
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 Construction
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 sha11
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.
(a) Special Assessments; Covera�e Test. It is hereby determined that no less than
one hundred percent of the cost to the City of each Improvement financed by the Improvement
Portion of the Bonds within the meaning of Minnesota Statutes, Section 475.58, Subdivision
1(3), shall be paid by special assessments to be levied against every assessable lot, piece and
parcel of land benefited by any of the Improvements. The City hereby covenants and agrees that
it will let all construction contracts not heretofore let within one year after ordering each
Improvement unless the resolution ordering the Improvement specifies a different time limit for
the letting of construction contracts. The City hereby further covenants and agrees that it will do
and perform as soon as they may be done all acts and things necessary for the final and valid
levy of the special assessments, and in the event that any special assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity in
any action or proceedings taken or to be taken by the City, either in the making of the special
assessments or in the performance of any condition precedent thereto, the City will forthwith do
all further acts and take all further proceedings as may be required by law to make the special
assessments valid and binding liens upon the properties. The special assessments have
heretofore been authorized. Subject to such adjustments as are required by the conditions in
existence at the time the special assessments are levied, it is hereby determined that the special
assessments shall be payable in equal, consecutive, annual installments, with general taxes for
the years shown below and with interest on the declining balance of all special assessments at a
rate of % per annum, as set forth opposite the years specified below:
Improvement Desi nation Lev Collection Years Amount
Apple Valley Business Campus 2013-2021 2014-2022 $900,000
Proj ect No. 2011-107
The special assessments are such that if collected in full they, together with collections of
other revenues herein pledged for the payment of the Improvement Portion of the Bonds, will
17
4891346v1
produce at least five percent in excess of the amount needed to meet when due the principal and
interest payments on the Bonds.
(b) Covenants Relating to the Equipment Portion of the Bonds. To provide moneys
for payment of the principal and interest on the Equipment 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:
Years of Tax Levv Years of Tax Collection Amount
See attached levy schedule
(Equipment Portion)
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the payment of the Equipment 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 Equipment Portion of the Bonds. The tax levies shall be irrepealable so long as any of the
Equipment 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 Refundin� 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:
Years of Tax Lew Years of Ta� Collection Amount
See attached levy schedule
The tax levies are such that if collected in full they, together with other revenues herein pledged
for the payment of the Refunding 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
Refunding Portion of the Bonds. The ta� 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 by the Prior Resolution
which are not needed to pay the Prior Bonds as a result of the Refunding shall be canceled.
18. General Obli�ation Pled�e. 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
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4891346v1
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.
19. Prior Bonds; Securitv and Prepavment. Until retirement of the Prior Bonds, all
provisions for the security thereof sha11 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 Ca11 for Redemption attached hereto as Exhibit B,
which terms and conditions are hereby approved and incorporated herein by reference.
20. Su�plemental 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. 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 pertnitted 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 discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the 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, without
regard 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.
22. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a
written declaration of the City's official intent (a "Declaration") which effectively (i) states the
City's reasonable expectation to reimburse itself for the payment of the Reimbursement
19
4891346v1
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expendiiure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating
in effect that such action will not impair the tax-exempt status of the Bonds.
23. Continuin� 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.
20
4891346v1
(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 sha11 be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Clerk of the City, or any other officer of the City authorized to act in their
place (the "Officers") axe 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.
24. Certificate of Re�istration. A certified copy of this resolution is hereby directed
to be filed in the office of the County Auditor of Dakota County, 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 Bond Register and the tax levies required by law have
been made.
25. 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 appeax from the books and records under their custody and control or as
otherwise known to them, and a11 such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
26. Ne�ative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, 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.
27. Tax-Exempt Status of the Bonds; Rebate; Elections. 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
(i) requirements relating to temporary periods for inveshnents, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The City expects to satisfy the 18-month expenditure exemption
for gross proceeds of the Improvement Portion of the Bonds and Equipment Portion of the
Bonds as provided in Section 1.148-7(d)(1) of the Regulations. The Mayor, the 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.
21
4891346v1
28. Desi�nation of Qualified Tax-Exempt Obli�ations. 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;
(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 2012 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendax
year 2012 have been designated for purposes of Section 265(b)(3) of the Code; and
(fl the aggregate face amount of the Bonds does not exceed $10,000,000.
Furthermore:
(g) there shall not be taken into account for purposes of said $S,OOO,OOO limit any
bond issued to refund (other than to advance refund) any bond to the extent the amount of the
refunding bond does not exceed the outstanding amount of the refunded bond;
(h) the aggregate face amount of the Bonds does not exceed $5,000,000;
(i) each of the Refunded Bonds was issued as part of an issue which was treated as
meeting the rebate requirements by reason of the exception for governmental units issuing
$5,000,000 or less of bonds;
(j) the average maturity of the Bonds does not exceed the average maturity of the
Refunded Bonds; and
(k) no part 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.
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.
29. Governmental Bonds Post-Issuance Com�liance Policies and Procedures. The
City hereby approves the Governmental Bonds Post-Issuance Compliance Policies and
Procedures in substantially the form presented to the City Council.
22
4891346v1
30. Pavment of Issuance Ex enses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to the Bond Registrar
on the closing date for further distribution as directed by Northland.
31. 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.
32. Headin�s. 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
Beaton and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereo£ ;
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
23
4891346v1
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF APPLE VALLEY
I, the undersigned, being the duly qualified and acting Deputy City Clerk of the City of
Apple Valley, 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 authorizing the issuance and
awarding the sale of $6,775,000 General Obligation Bonds, Series 2012A.
WITNESS my hand on August 28, 2012.
Deputy City Clerk
24
4891346v1
EXHIBIT A
PROPOSALS
A-1
4891346v1
NC�RTHLAND SECURITIES
' TABULATION OF BIDS '
'CITY OF APPLE VALLEY, MINNESOTA
� $7,0$O,OOOfi'
' GENERAL;OBLIGATION BONDS, SERIES 2012A :
AWARD; > PNC CAPITAL 1vfARKETS
DATE OF SALE: TIJESDAY, AUGUST 28, 2012
MOODY' S LJNDERLYING RATING "Aaa"
� , � '��
TRUE
> ' , PURCHASE
' ' PRICE :V. INTEI�ENET ' INTEREST
BIDDER '�'
ST COST '' COST (TIC)
PNC CAPITAL MARKE�`S � v, � $7�3 05 �26�?3�9 9S: 0.884914%
Philadelphia, PA � N, , ,
:� `�'
,� , -,. x ? �� �
STIFEL,1vICOLAUS & C�.;1NC ` � "0
° $'T,275,663 '75 $2&�1,467 $0 0.897244%
Memphis, T'N � � �
�
s. � ,: : F � .,. ,. F\ � - .�.
RAYMOND 7ANIES 8t AS�OCTATES, �T*T� ; �� $7�,�$�;'�9������� '� � $274�'737 �75 � �� 0.92909�%
Memphis, TN �. ��' � �
� �,.
ROBERT W.�BAIRD & CO ,�INC �„� � � a , �7,373,169:2U $283,830 80,� �, - � 0.955430%
(� �
Milwaukee, WI
PIPER JAFFRAY � �` � �� o
$7,652,8$2.95 �292;b 17 05 ; 0.958809 /o
Minneapolis, MN '
���
FTN FINANCIAL CAPITAI; MARKET�: :. : �'," $�;�"#�i,����:A�Q� � ; '" $285;22b.60 ' 0.960258%
Memphis, 'TN
JANNEY MONTGOMERY SCOTT,:L�;C , $7,636,252.30, ; ,; $296,310.20 ' 0.971645%
Philadelphia, PA
BMO CAPITAL MARKETS ! $7,�21,194.15 ' $307,247.35 ' 1.025275%
Chicago, IL
J.P. MORGAN SECURITIES LLC ' $7,881,269.10 $339,793.40 1.088771%
New York, NY
BOSC, INC. $7,457,915.55 $343,334.45 ' 1.146153%
Menomonee Falls, WI
� Par amount reduced from $7,080,000 to $6,775,000. The adjusted purchase price is $7,074,817.00 and the adjusted TIC is 0.892558%.
Main Office 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402 Main Office Toll Free 1-800-851-2920
www. northlandsecurit ies. com
Member FINRA and SIPC
� � ,
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION REFUNDING BONDS OF 2004
CITY OF APPLE VALLEY, DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Apple
Valley, Dakota County, Minnesota, there have been called for redemption and prepayment on
December 1, 2012
those outstanding bonds of the City designated as General Obligation Refunding Bonds of 2004,
dated as of February 1, 2004, having stated maturity dates in the years 2013 through 2017,
inclusive, and totaling $4,720,000 in principal amount and having CUSIP numbers listed below:
Year CUSIP
2013 03788P JCl
2014 03788P JD9
2015 03788P JE7
2016 03788P JF4
2017 03788P JG2
The bonds are being called at a price of par plus accrued interest to December l, 2012, on which
date all interest on the bonds will cease to accrue. Holders of the bonds herby called for
redemption are requested to present their bonds for payment, at the office of the City Finance
Director, City of Apple Valley, Minnesota.
Dated: August 28, 2012 BY ORDER OF THE CITY COUNCIL
/s/ Pamela J. Gackstetter, 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.
4891346v1
N+OR'I'HLAND ` SECLJRI�'IES
TABULATION OF BIDS
CITY OF APPLE VALLEY, MINNESOTA
$7,0$O,OOOfi
GENERAL OBLIGATION BONDS, SERIES 2Q12A
AWARD: PNC GAPITAL MARKETS
DATE OF SALE: TUESDAY, AUGUST 28, 2012
MOODY'S LJNDERLYING RATING: "Aaa"
TRUE
PURCHASE NET ` INTEREST
BIDDER PRICE INTEREST COST COST (TIC)
PNC CAPITAL MARKETS ` $7,393,600.05 $263,399.95 0.$84914%
Philadeiphia, PA '
STIFEL, NICOLAUS & CO., INC. $7,2�5,663.75 $264,467.50 0.897244%
Memphis, TN
RAYMOND JAMES & ASSOCIATES, INC. $7,288,793.5� $274,737.75 0.929097%
Memphis, TN
ROBERT W. BAIRD & CO.,-INC. $7,373,169.24 $283,83d.$Q 0.955430%
Milwaukee, WI
PIPER 3AFFRAY $7,652,$82.95 $242,617.05 ` 0.958809%
Minneapolis, MN
FTN FINANCIAL CAPTTAI, MARKETS $7,37i,773.40 $285,226.b0 0.960258%
Memphis, TN
JANNEY MONTGOMERY SCO'TT, LLC $7,636,252.3Q $296,310.20 0.971645%
Philadelphia, PA
BMO CAPITAL MARKETS $7,421,190.15 $307,247.35 1.025275%
Chicago, IL
J.P. MORGAN SECURITIES LLC $7,881,269.10 $339,793.40 1.088771%
New York, NY
BOSC, INC. $7,457,915.55 $343,334.45 1.146153%
Menomonee Falls, WI
t Par amount reduced from $7,080,000 to $6,775,000. The adjusted purchase price is $7,074,817.00 and the adjusted TIG is 0.892558%.
Main Office 45 South 7th Street, Suite 2Q00, Minneapolis, Minnesota 55402 Main Office Toll Free 1-800-851-2920
www.northlandsecurities.com
Member FINRA and SII'C
,
City of Apple Valley, Minnesota
G.O. Bonds, Series 2012A
Table of Contents
Repart
ISSUE SUMMARY
Project Summary q
Debt Service Schedule 2
Pricing Summary 3
Proof Of Bond Yield @ 0.7718246% 4
Detail Costs Of issuance 5
REFUNDING
Refunding Summary g
Debt Service Comparison 7
Debt Service Schedule g
Detail Costs Of {ssuance g
Total Prior Net Debt Service 10
Debt Service To Maturity And To Call 11
Current Refunding Escrow �2
tMPROVEMENT
Project Summary 13
Debt Service Schedule 14
Net Debt Service Schedule 15
Detai! Costs Of Issuance 16
EQUtPMENT
Project Summary �7
Debt Service Schedule 18
Net Debt Service Schedule 19
Detaii Costs Of Issuance 2p
04renef � Issue Summary � 8(28/2012 ( 12:03 PM
Northland Securities
Public Finance
� Preliminary
City of Apple Valley, Minnesata
G.O. Bonds, Series 2012A
Project Summary
Dated 09/15l2012 � Delivered 09/27/2012
Improvemen Issue
Refunding t Equipment Summary
Sources Qf Funds
Par Amount of Bonds $4,55d,000.00 $920,000.00 $1,305,OQ0.00 $6,775,000.00
Reoffering Premium 220,496.20 47,109.30 63,376.50 330,982.00
Accrued Interest from 09115/2012 to 09/2712012 3,033.33 613.33 870.00 4,516.66
Total Sources $4,T73,529.53 $967,722.63 $1,369,246.50 $7,110,498.66
Uses Of Funds
Deposit to Current Refunding Fund 4,720,000.00 - - 4,720,000.00
Deposit to Project Construction Fund - 900,000.00 1,320,000.00 2,220,000.00
Deposit to Gapitalized Interest (CIF) Fund - 40,786.67 18,705.00 59,491.67
Costs of Issuance 29,450.00 13,310.00 12,210.00 54,970.00
Total Underwriter's Discount (0.460%) 20,930.00 4,232.00 6,003.00 31,165.00
Unused Discount - 6,900.00 9,787.50 16,687.50
Deposit to Debt Service Fund 3,033.33 613.33 870.00 4,516.66
Rounding Amount 116.20 1,880.63 1,671.00 3,667.83
Totai Uses $4,773,529.53 $967,722.63 $1,369,246.50 $7,110,498.66
Fiow of Funds Detail
State and Local Govemment Series (SLGS} rates for
Date of OMP Candidates
Primary Purpose Fund Solution Method Net Funded Net Funded Net Funded Net Funded
Total Cost of Investments $4,720,000.00 $900,000.00 $1,320,000.00 $6,940,000.00
Total Draws $4,720,000.00 $900,000.00 $1,320,000.00 $6,940,000.00
Capitalized Interest Fund Solution Method Net Funded Net Funded Net Funded Net Funded
Originai Bond Proceeds - 40,786.67 18,705.00 59,491.67
Accrued Interest - 613.33 870.00 1,483.33
Total Draws - $41,400.00 $19,575.00 $60,975.00
PV Analysis Summary (Net to Net)
Net PV Cashflow Savings @ 0.772°fo(Bond Yield) 439,206.43 - - -
Accrued Interest Credit to Debt Service Fund 3,033.33 - - -
Contingency or Rounding Amount 116.20 - - -
Net Present Value Benefif �4�"d,$55.9� - - -
Net PV Benefit / - Refunded Principal 9.372% - - -
Net PV Benefit / - Refunding Principal 9.722% - - -
Bond Statistics
Average Life 3.295 Years 6.755 Years 4.868 Years 4.068 Years
Avera9e Coupon 2.0202346°/a 2.0098697% 2.0136949% 2.0163897%
Net Interest Cost (NIC) 0.6889797% 1.3198954% 1.1105663% 0.9284374%
Bond Yieid for Arbitrage Purposes 0.7718246% 0.7718246% 0.7718246°/a 0.7718246°/9
True Interest Cost LIC) 0.6623998% 1.2770762°!0 1.0700767% 0.8925578%
All �nciusive Cost (AIC) 0.8436204% 1.4946107% 1.2582980°fo 1.0831628%
04rercef � Issue Summary � 8/28l2012 � 12:03 PM
Northland Securities
Public Finance Page 1
� Preliminary
City of Apgle Valley, Minnesota
� G.O. Bonds, Series 2Q12A
I
Debt Service Schedule
Date Principal Coupon Interest Total P+I Fiscal Total
09/27/2012 - - _ _ _
06t15/2013 - - 101,625.00 101,625.00 -
12/15/2013 985,000.00 2.000°/a 67,750.00 1,052,750.00 1,154,375.00
06/15/2014 - - 57,900.00 57,900.00 -
12/15/2014 1,040,Q00.00 2.000% 57,900.00 1,097,900.00 1,155,800.00
06/15t2015 - - 47,500.00 47,500.00 -
12/15/2015 1,230,000.00 2.000% 47,500.00 1,277,500.00 1,325,000.00
06l15/2016 - - 35,200.00 35,200.00 -
12/15/2016 1,245,000.00 2.000% 35,200.Q0 1,280,200.OQ 1,315,400.00
06/15/2017 - - 22,750.00 22,750.00 -
12/15/2017 1,220,000.00 2.000% 22,750.00 1,242,750.00 1,265,500.00
06/15/2018 - - 10,550.00 10,550.00 -
12/15/2018 220,000.00 2.000% 10,550.00 230,550.00 241,100.00
06/15/2019 - - 8,350.00 8,350.00 -
12/15/2019 230,000.00 2.000% 8,350.00 238,350.00 246,700.00
06/15/2020 - - 6,050.00 6,050.00 -
12/15(2020 240,000.00 2.000% 6,050.00 246,050.00 252,100.00
06/15/2021 - - 3,650.00 3,650.00 -
12/15/2021 245,000.00 2.000% 3,650.00 248,650.00 252,300.00
O6/15/2022 - - 1,200.00 1,200.00 -
12/15/2022 120,000.00 2.000% 1,200.00 121,200.00 122,40Q.00
Total $6,775,000.00 - $555,675.00 $7,330,675.00 -
Dated 9/1 512 01 2
Delivery Date 9/27/2012
First Coupon Date 6/15/2013
First available call date
Call Price _
Accrued Interest from 09/15/2012 to 09/27/2012 4,516.66
Bond Year poilars $27,557.92
Average Life 4.088 Years
Average Coupon 2.0163897%
Net Interest Cost (NIC) 0.9284374%
TrueinterestCost(TIC) 0.8925578%
All Inclusive Cost (AIC} 1.0831628%
Bond Yield for Arbitrage Purposes 0.7718246°l0
Net Interest Cost 0.7588007%
Weighted Average Maturity 4.083 Years
04renef � Issue Summary � 8/28t2012 � 12:03 PM
Northland Securities
Public Finance Page 2
' Preliminary
C�ty of Apgle Valley, Minnesota
G.O. Bonds, Series 2412A
Pricing Summary
Maturity
Maturity Type of Band Coupon Yield Vatue Price Dotlar Price
12l15/2013 Serial Coupon 2.000% 0.300% 985,000.00 102.062% 1,005,310.70
92/15/2014 Set7al Coupotl 2.000°to 0.35Q°lo 1,040,ODOAO 103.639% 1,077,845.60
12/15/2015 Serial Coupon 2.000% 0.400% 1,230,000.00 105.1Q8% 1,292,828.40
12/15/2016 Serial Coupon 2.000% 0.500% 1,245,000.00 106.250% 1,322,812.50
12/1512017 Serial Coupon 2.000°l0 0.700% 1,220,OOQ.00 106.647°l0 1,301,093.40
12/15/2018 Serial Coupon 2.000% 0.950% 220,000.00 106.323% 233,910.60
12/15/2019 Serial Coupon 2.000% 1.200% 230,000.00 105.513% 242,679.90
12/15/2020 Serra� Coupon 2.000% 1.400% 240,000.00 104.640% 251,136.00
12/1512021 Serial Coupon 2.000% 1.550% 245,OOQ.00 103.850% 254,432.50
1 2/15/202 2 Serial Coupon 2.000% 1.650% 120,0 103.277% 123,932.40
Total - - - $6,775,000.00 - $7,105,982.00
Dated 9/15/2012
Delivery Date 9/27l2012
First Coupon Date 6/15/2013
First availabie cali date
Cail Price _
Par Amount af Bonds $6,775,000.00
Reoffering Premium or (Discoun 330,982.00
Gross Production $7,105,982.00
Total Underwriter's Discount (0.460%} $(31 165.00)
Bid (104.425%) 7,074,817.00
Accrued Interest from 09/15/2012 to 09127l2012 4,516.66
Total Purchase Price $7,079,333.66
Bond Year pollars $27,557_92
Rverage Life 4.068 Years
Average Coupon 2.0163897%
Net Interest Cost (NIC) 0.9284374%
True lnterest Cost (TIC) 0.8925578%
04rerref � Issue Summary � 8/28l2012 � 12:03 PM
Northland Securities
Public Finance Page 3
� Prelirninary
City of Apple Valley, Minnesota
G.O. Bonds, Series 20 t 2A
Proof Of Bond Yield @ 0.7718246%
Cumulative
Date Gashflow PV Factor Present Vaiue PV
09/27/2012 - 1.000OOOOx - -
08l15/2013 103,625.00 0.9944944x 101,065.50 1fl1,Q65.50
12/15I2013 1,052,750.00 0.9906713x 1,04Z,929.24 1,143,994.74
06/15/2014 57,900.00 0.9868629x 57,139.36 1,201,134.10
12/1512014 1,097,900.00 0.9830691x 1,079,311.58 2,280,445.68
06/15/2015 47,500.00 0.9792899x 46,516.27 2,326,961.95
12/15/2015 1,277,500.00 0.9755252x 1,246,233.50 3,573,195.45
06/15/201fi 35,200.00 0.9717750x 34,206.48 3,607,401.93
12/15J2016 1,28Q,200.00 0.9680393x 1,239,283.86 4,846,685.80
06/15/2017 22,750.00 0.9643178x 21,938.23 4,868,624.03
12l15/2017 1,242,750.00 0.9606107x 1,193,798.98 6,062,423.01
06/15/2018 10,550.00 0.9569179x 10,095.48 6,072,518.49
12/15/2018 230,550.00 0.9532392x 219,769.30 6,292,287.79
06/15/2019 8,350.00 0.9495747x 7,928.95 6,300,216.74
12/15l2019 238,350.00 0.9459242x 225,461.04 6,525,677.78
06/1512020 6,050.00 0.9422878x 5,700.84 6,531,378.62
12/15/2020 246,050.00 0.9386654x 230,958.62 6,762,337.24
O6/15/2021 3,650.00 0.9350569x 3,412.96 6,765,750.20
12115/2021 248,650.00 0.9314623x 231,608.10 6,997,358.29
06/15/2022 1,200.00 0.9278815x 1,113.46 6,998,471.75
12/15/2022 121,200.00 0.9243144x 112,026.91 7,110,498.66
Total $7,330,675.00 - $7,110,498.66 -
Qerivation Of Target Amount
Par Amount of Bonds $6,775,000.00
Reoffering Premium or (Discount) 330,982.00
Accrued Interest from 09/15/2012 to 09l27/2012 4,516.66
Original Issue Proceeds $7,110,498.66
04rerref � Issue Summary � 8/28{2012 � 12:03 PM
Northland Securities
Public Finance Page 4
� Preliminary
City of Apple �alley, Minnesota
G.O. Bonds, Series 2012A
Detail Costs Of Issuance
Dated 09/15/2012 ( Delivered 09/27i2012
GQSTS OF ISSUANGE DETAIL
Financial Advisor $24,600.00
Bond Counsei $15,000.00
Rating Agency Fee $9,000.00
Miscellaneous $1,500.00
Registrar / Paying Agent $4 870.00
TOTAL $54,970.00
04rerref � Issue Summary � 8128/2072 � 12:03 PM
Northland Securities
Public Finance Page 5
� Preliminary
�ity of Apple �alley, Minnesota
G.O. Bands, Series 2012A
2004 Refunding
Refunding Summary
Dated 09/15/2012 � Delivered 09/27/2012
Saurces Of Funds
Par Amount of Bonds $4,55d,000.00
Reoffering Premium 22Q 496.2Q
Accrued Interest from 09/15/2012 to 09/27/2012 3,033.33
Total Sources $4,773,529.53
Uses Of Funds
Deposit to Current Refunding Fund 4 720 000.00
Costs of Issuance 29,450.00
Total Underwriter's Discount (0.460°l0} 20 930.00
Deposit to Debt Service Fund 3,033.33
Rounding Amount 116.20
Total Uses $4,773,529.53
Flow of Fands Detail
State and Local Govemment Series (SLGS) rates for
Date of OMP Candidates
Current Refunding Escrow Solution Method Net Funded
Total Cost of Investments $4,720,000.00
Total Draws $4,720,000.00
tssues Re#unded And Call Dates
04refold 12l0112012
PV Ar�alysis Summary (Net to Net)
Net PV Cashflow Savings @ 0.772%(Bond Yield} 439,206.43
Accrued Interest Credit to Debt Service Fund 3,033.33
Contingency or Rounding Amount 116.20
Net Present Value Benefit $442,355.96
Net PV Benefit /$4,720,000 Refunded Principal 9.372%
Net PV Benefit /$4,550,Oa0 Refunding Principal 9.722%
Bond Statisties
Average Life 3.295 Years
Avera�e Coupon 2.0202346%
NetlnterestCost(NIC) 0.6889797%
Bond Yield for Arbitrage Purposes 0.7718246%
True Interest Cost (TIC) 0.6623998%
All Inclusive Cost {AIC) 0.8436204%
04rerref � Refunding � 8/28/2012 � 72:03 PM
Northland Securities
Public Finance Page s
� Preliminary
�ity of Apple Valley, Minnesota
G.O. Bonds, Series 2Q 12A
2004 Refunding
Debt Service Comparison
Existing
Date Totat P+t D!S Net New D/S Otd Net D1S �avings
12/15/2012 - 954,522.50 951,372.97 954,522.50 3,149.53
12/15l2013 928,75Q.00 - 928,750.00 981,420.00 52,670.00
12/1512014 929,700.00 - 929,700.00 998,420.00 68,720.00
12/15/2015 1,032,600.00 - 1,032,600.00 1,123,000.00 90,400.00
12115l2016 1,008,10Q.00 - 1,008,100.00 1,118,000.00 109,900.00
12/15/2017 9 - 953,700.00 1,081,600.00 127,900.00
Total $4,852,850.00 $954,522.50 $5,804,222.97 $6,256,962.50 $452,739.53
PV Anatysis Summary (Net to Net)
Gross PV Debt Service Savings ..................... 439,206.43
Net PV Cashflow Savings @ 0.772%(Bond Yield)..... 439,206.43
Accrued Interest Credit to Debt Service Fund...... 3,033.33
Contingency or Rounding Amount .................... 116.20
Net Present Value Benefit $442,355.96
Net PV Benefit /$5,173,210.85 PV Refunded Debt Service 8.551%
Net PV Benefit /$4,720,000 Refunded Principai... 9.372%
Net PV Benefit /$4,550,000 Refunding Principal.. 9.722%
Refunding Bond Information
Refunding Dated Date 9/15/2012
Refunding Delivery Date 9/2712012
04rerref � Refunding � 8/28/2012 � 72:03 PM
Northiand Securities
Public Finance Page 7
� Preliminary
�ity of Apple Valley, Minnesota
G.O. Bonds, Series 2012A
2004 Refunding
Debt Service Schedule
Date Principal Coupon tnterest Total P+i Fisca{ Total
09J27/2012 - - - - -
06/15/2013 - - 68,250.00 68,250.00 -
12i15/2033 895,000.00 2.000% 45,500.Q0 860,500.00 928,750.00
06/15/2014 - - 37,350.00 37,350.00 -
12/15/2014 855,000.00 2.000% 37,350.00 892,350.00 929,700.00
06/75/2015 - - 28,800.00 28,800.00 -
12/15/2015 975,000.00 2.000% 28,800.00 1,003,800.00 1,032,600.00
06/15/2016 - - 19,050.00 19,050.00 -
12/15/2016 970,000.00 2.000% 19,050.Q0 989,050.00 1,008,100.00
06/15/2017 - - 9,350.00 9,350.00 -
12/15/2017 935,000.00 2.000% 9,350.00 944,350.00 953,700.00
Total $4,550,000.00 - $302,850.OQ $4,852,850.00 -
Dated 9/15/2012
Delivery Date 9/27/2012
First Coupon Date 6l15/2013
First availabie call date
Call Price _
Accrued Interest from 09/15/2012 to 09127/2012 3,033.33
Bond Year poliars $14,990.83
Average Life 3.295 Years
Average Coupon 2.0202346%
Net Interest Cost (NIC) 0.6889797%
True Interest Cost {TIC) 0.6623998%
All Inclusive Cost (AIC} 0.8436204%
Bond Yieid for Arbitrage Purposes 0.7718246°!0
Net Interest Cost 0.5013842%
Weighted Average Maturity 3.316 Years
04rertef � Refunding � 8/28/2012 � 72:03 PM
Northland Securities
Public Finance Page 8
' Preliminary
City af Apple Valley, Minnesota
G.O. Bonds, Series 2012A
2004 Refunding
Detail Costs Of Issuance
Dated 09/75/2012 � Delivered 09/27/2012
CQSTS OF ISSUANGE DETAIL
Finanaai Advisor $16,0OO.OQ
Bond Counsel $6,000.00
Rating Agency Fee $4,500.00
Miscellaneous $500.00
Registrar / Paying Agent $2 450.00
TOTAL $29,450.00
04rerref � RefurMing � 8/28l2012 � 12:03 PM
Northland Securities
Public Finance Page 9
� Preliminary
City of Apple Valley, Minnesota
G.O. Bonds, Series 2412A
2004 Refunding
Total Prior Net Debt Service
Date Principai Coupon Interest Tatal P+i Net D/S Fiscal Total
09/27/2012 - - _ _ _ _
12/01/2012 850,000.00 3.250% 104,522.50 954,522.50 954,522.50 -
12/15/2012 - - - - - 954,522.5�
06/01/2013 - - 90,710.00 90,710.00 90,710.00 -
12/01/2013 800,000.00 3.500% 90,710.00 890,710.00 890,710.00 -
12/15/2013 - - - - - 981,420.00
06/01/2014 - - 76,710.00 76,710.00 76,710.00 -
12/01/2014 845,000.00 3.600% 76,710.00 921,710.00 921,710.Q0 -
12/15/2014 - - - - - 998,420.00
06/01/2015 - - 61,500.00 67,500.00 61,500.00 -
12/01/2015 1,000,000.00 4.000% 61,500.00 1,061,500.00 1,061,500.00 -
12/15l2015 - - - - - 1,123,000.00
06/01/2016 - - 41,500.00 41,500.00 41,500.00 -
12/01/2016 1,035,000.00 4.000% 41,500.00 1,076,500.00 1,076,500.00 -
12/15/2016 - - - - - 1,118,000.00
06101/2017 - - 20,800.00 20,800.00 20,800.00 -
12/01/2017 1,040,000.00 4.000% 20,800.00 1,060,800.00 1,060,800.00 -
12/15l2017 - - - - - 1,081,600.00
Total $5,570,000.00 - $686,962.50 $6,256,962.50 $6,256,962.50 -
Sources Of Funds
Totai Sources _
Uses Of Funds
Total Uses .
04rerref � Refunding � 8/28/2012 � 12:03 PM
Northland Securities
Public Finance Page 10
" Pre(iminary
City of Apple Valley, Minnesota
G,O. Refunding Bonds of 2004
Debt Service To Maturity And To Call
Refunded
Date Bands D/S To Cali Principal CQUpon tnterest Refunded D/S Fiscai Total
09/27(2012 - - - - - - -
12/Q112Q12 4,720,000.00 4,720,OQ0.00 - 3.250% - - -
06J01/2013 - - - - 90,710.00 90,710.00 -
12l01/2013 - - 800,000.00 3.500% 90,710.00 890,710.00 -
12/15/2013 - - - - - - 981,420.00
06/01 /2014 - - - - 76, 710.00 76, 710.00 -
12/01/2014 - - 845,000.00 3.600% 76,710.00 921,710.00 -
12l15/2014 - - - - - - 998,420.00
06/01/2015 - - - - 61,500.00 61,500.00 -
12/01/2015 - - 1,000,000.00 4.000% 61,500.00 1,061,500.OQ -
12/15/2015 - - - - - - 1,123,000.00
06/01/2016 - - - - 41,500.00 41,500.00 -
12/01/2016 - - 1,035,000.00 4.000% 41,500.00 1,076,500.00 -
12/15/2016 - - - - - - 1,118,000.00
06/01/2017 - - - - 20,800.00 20,800.00 -
12/01/2017 - - 1,040,000.00 4.000°1a 20,800.00 1,060,800.00 -
12/15/2017 - - - - - - 1,081,600.00
Total $4,720,000.00 $4,720,000.00 $4,720,000.00 - $582,440.00 $5,302,440.00 -
Yield Statisttcs
Average Life 3.353 Years
Weighted Average Maturity (Par Basis) 3.320 Yeaes
Average Coupon 3.6801696%
Refunding Bond lnformation
Refunding Dated Date 9/15/2012
Refunding Delivery Date 9/27i2012
04refold � SINGLE PURPOSE � 8/28/2012 � 12:03 PM
Northland Securities
Public Finance Page 11
� Preliminary
City of Apple Valley, Minnesota
G.Q. Bonds, Series 2012A
2004 Refunding
Current Refunding Escrow
Date PrincipaE Rate Receipts Disbursements Cash Balance
09/27l2012 - - _ _ _
12/D1/ 4,7 - 4, 7 20,0 00.00 4,720,000.00 -
Total $4,720,000.00 - $4,720,000.00 $4,720,000.00 -
Investment Parameters
Investment Model [PV, GIC, or Securities] PV Discount
Default investment yield target Unrestricted
Cost of Investments Purchased with Bond Proceeds 4,720,000.00
Total Cost of Investments $4,720,000.00
Target Cost of Investments at bond yieid $4 713 540.42
Actuai positive or (negative) arbitrage {6,459.58)
Yield to Receipt -1.06E-11
Yield for Arbitrage Purposes 0.7718246%
04rerref � Refunding � 8/28l2012 � 12:03 PM
Northland Securities
Public Finance Page 12
' Preliminary
City of Apple �alley, Minnesota
G.O. Bonds, Series 2012A
Improvement New Money
Project Summary
Dated 09/15/2012 � Delivered 09127/2012
Sources Of Funds
Par Amount of Bonds $920,000.00
Reoffering Premium 47,109.30
Accrued Interest from 09l15/2012 to 09/27/2012 613.33
Total Sources $967,722.63
Uses Of Funds
Deposit to Project Construction Fund 900,000.00
Deposit to Capitalized Interest (CIF} Fund 4Q,786.67
Costs of Issuance 13,310.00
Unused Discount 6,900.00
Total Underwriter's Discount (0.460°/a) 4,232.00
Rounding Amount 1,880.63
Deposit to Debt Service Fund 613.33
Total Uses $967,722.63
Flow af Funds Detaii
State and Local Government Series (SLGS) rates for
Date of OMP Candidates
Project Construction Fund Solution Method Net Funded
Totai Cost of Investments $900,000.00
Totai Draws $900,000.00
Capitalized Interest Fund Solution Method Net Funded
Original Bond Proceeds 40,786.67
Accrued Interest 613.33
Total Draws $41,400.00
Bond Statistics
Average Life 6.755 Years
Average Coupon 2.0098697%
NetlnterestCost(NIC) 1.3198954%
Bond Yieid for Arbitrage Purposes 0.7718246%
True Interest Cost (TiC) 1.2770762%
All Inclusive Cost (AIC) 1.4946107%
04rerref � Improvement � 8Y28l2012 � 12:03 PM
Northland Securities
Public Finance Page 73
' Preliminary
City Qf Apple Valley, Minnesota
G.O. Bands, Series 2012A
Improvement New Money
Debt Service Schedule
Date Rrinc�pa[ Goupon Interest Totai P+t Fiscat Tatal
09/27/2012 - - - - -
06/15/2093 - - 13,800.d0 13,8Q0.00 -
12J15/2013 - - 9,200.00 9,200.00 23,000.00
06l1512014 - - 9,200.00 9,200.00 -
12l1512014 25,000.00 2.000% 9,200.00 34,200.00 43,400.00
06/15/2015 - - 8,950.00 8,950.00 -
12/15/2015 90,000.00 2.000% 8,950.00 98,950.00 707,900.00
06/15I2016 - - 8,050.00 8,050.00 -
12/15/2016 110,000.00 2.Q00% 8,050.00 118,050.00 126,100.00
06/15/2017 - - 6,950.00 6,950.00 -
12/15/2017 110,000.00 2.000% 6,950.00 116,950.00 123,900.00
06/1512018 - - 5,850.00 5,850.00 -
12/15/2018 110,000.00 2.000% 5,850.00 115,850.00 121,700.QQ
06/15/2019 - - 4,750.00 4,750.00 -
12/15/2019 115,000.00 2.000% 4,750.00 119,750.00 124,500.00
06l15/2020 - - 3,600.00 3,600.00 -
12115/2020 120,000.00 2.000% 3,600.00 123,600.00 127,200.00
06/15/2021 - - 2,400.00 2,400.00 -
12/15/2021 120,000.00 2.000% 2,400.00 122,400.00 124,$00.00
06/15/2022 - - 1,200.00 1,200.00 -
12/15/ 1 20,000.0 0 2. 000% 1, 2 0 0.00 121,20Q.00 122,400.00
Total $920,000.00 - $124,900.00 $1,044,900.00 -
Dated 9/15/2012
Delivery Date 9/27/2012
First Coupon Date 6/15/2013
First available cail date
Call Price _
Accrued Interest from 09/15/2012 to 09/27l2012 613.33
Bond Year pollars $6,214.33
Average Life 6.7b5 Years
Average Coupon 2.0098697%
Net Interest Cost (NIC) 1.3198954%
True Interest Cost (TIC) 1.2770762%
All Inciusive Cost (AIC) 1.4946107%
Bond Yiefd for Arbitrage Purposes 0.7718246%
Net Interest Cost 1.1844706%
Weighted Average Maturity 6.737 Years
04rerref � Improvement � 8/28l2012 � 12:03 PM
Northland Securities
Public Finance Page 14
� Preliminary
City of Apple Valley, Minnesota
G.O. Bonds, Series 2Q12A
Improvement New Money
Net Debt Service Schedule
Date Principa! Caupon interest Total P+t CIF Net New D/S
12/15/2012 - - - - - -
12t15/2013 - - 23,000.00 23,000.00 (23,OOQ.00) -
12i15l2014 25,000.00 2.000°fo 18,400.00 43,400.04 {18,40Q,OQ) 25,�00.00
12/15/2015 90,000.00 2.000% 17,900.00 107,900.00 - 107,900.00
12/15/2016 110,000.00 2.000% 16,100.00 126,100.00 - 126,100.00
12/15/2017 110,000.00 2.000% 13,900.00 123,900.00 - 123,900.00
12/15/2018 110,000.00 2.000% 11,700.00 121,700.00 - 121,700.00
12l15/2019 115,000.00 2.000% 9,500.00 124,500.00 - 124,500.00
12/15/2020 120,000.00 2.000% 7,200.00 127,200.00 - 127,200.00
12/15/2021 120,000.00 2.000% 4,800.00 124,800.00 - 124,800.00
12/15/2022 120,000. 2.00 2,4 00.00 122,400.00 - 122,400.00
Total $920,000.00 - $724,900.00 $1,044,900.00 (41,400.00} $1,003,500.00
04rerref � �mprovement ( 8/28f2012 � 12:Q3 PM
Northland Securities
Public Finance Page 15
� Preliminary
City of Apple Valley, Minnesota
G.O. Bonds, Series 2012A
Improvement New Money
Detail Costs Of Issuance
Dated 09/15/2012 � Delivered 09/27l2012
COSTS QF ISSUANCE DETAIl.
Financial Advisor $5,100.00
Bond Counsel $4,500.00
Rating Agency Fee $2,000.00
Miscellaneous $500.00
Registrar/ Paying Agent $1 210.00
TOTAL $13,310.00
04rerref � Improvement � 8l28/2012 � 12:03 PM
Northland Securities
Public Finance Page 16
' Preliminary
City of Apple Valley, Minnesata
G.O. Bonds, Series 2012A
Equipment Certificates New Money
Project Summary
Dated 09/15/2012 � Delivered 09/27/2012
Sources Of Funds
Par Amount of Bonds $1,305,000.00
Reoffering Premium 63,376.50
Accrued Interest from 09/15t2012 to 09127/2012 870.00
Total Sources $1,369,246.50
Uses Of Funds
Deposit to Project Construction Fund 1,320,000.00
Deposit to Capitalized interest (CIF) Fund 18,705.00
Costs of Issuance 12,210.00
Unused Dis 9,787.50
Total Underwriter's Discount (0.460%) 6,003.00
Rounding Amount 1,671.00
Deposit to Debt Service Fund 870.00
Total Uses $1,369,246.50
Flow of Funds Detail
State and Locai Government Series (SLGS} rates for
Date of OMP Candidates
Project Construction Fund Solution Method Net Funded
Total Cost of Investments $1,320,000.00
Total Draws $1,320,000.00
Capitalized Interest Fund Solution Method Net Funded
Original Bond Proceeds 18,705.00
Accrued Interest 870.00
Total Draws $19,575.00
Bond Statisties
Average Life 4.868 Years
Average Coupon 2.0136949%
Net Interest Cost (NIC) 1.1105663%
Bond Yield for Arbitrage Purposes 0.7718246%
True Interesf Cost (TIC) LU700767%
Ali Inclusive Cost (AIC) 1.2582980%
04rerref � Equipment � 8/28l2012 � 12:03 PM
Northland Securities
Public Finance Page 17
' Preliminary
City of Apple Valley, Minnesota
G.U. Bonds, Series 2412A
Equipment Certificates New Money
Debt Service Schedule
Date Principal Coupon tnterest Totat P+1 Fiscat Tatal
09/27/2012 - - - - -
06/95/2013 - - 19,575.00 19,575.00 -
12/15/2013 170,000.00 2.000% 13,050.00 183,050.00 202,625.00
06/15/2014 - - 11,350.00 11,350.00 -
12/15I2014 160,000.00 2.000% 11,350.00 171,350.00 182,700.00
06/15/2015 - - 9,750.00 9,750.00 -
12l15/2015 165,000.00 2.000% 9,750.00 174,750.00 184,500.00
06/15/2016 - - 8,100.00 8,100.00 -
12/15/2016 165,000.00 2.�00% 8,100.00 173,100.00 181,200.00
06/15/2017 - - 6,450.00 6,450.00 -
12/15l2017 175,000.00 2.000% 6,450.00 181,450.00 187,900.00
06/15/2018 - - 4,700.00 4,700.00 -
12/15/2018 110,000.00 2.000% 4,700.00 114,700.00 119,400.00
06/15/2019 - - 3,600.00 3,600.00 -
12/1512019 115,000.00 2.000% 3,600.00 118,600.00 122,200.00
06/15/2020 - - 2,450.00 2,450.00 -
12/15/2020 120,000.00 2.000% 2,450.00 122,450.00 124,900.00
06/15/2021 - - 1,250.00 1,250.00 -
12/15/2021 125,000.00 2.000% 1,250.00 126,250.00 127,500.00
Total $1,305,000.00 - $127,925.00 $1,432,925.00 -
Dated 9/15l2012
Delivery Date 9/27l2012
First Coupon Date 6/15l2013
First available cali date
Call Price -
Accrued Interest from 09l15/2012 to 09l27/2012 870.00
Bond Year pollars $6,352.75
Average �ife 4.868 Years
Average Coupon 2.0136949%
Net fnterest Cost (NIC) 1.1105663%
True Interest Cost (TIC) 1.0700767%
All inclusive Cost (AIC) 1.2582980%
Bond Yield for Arbitrage Purposes 0.7718246%
Net interest Cost 0.9532288%
Weighted Average Mafurity 4.882 Years
04rerref � Equipment � 8/28/2012 � 12:03 PM
Northland Securities
Public Finance Page 18
' Preliminary
City of Apple Valley, Minnesota
G.O. Bonds, Series 2012A
Equipment Certificates New Money
Net Debt Service Schedule
Date Principal Coupon Interest Tota! P+1 CtF Net New D/S
12/15/2012 - - - - - -
12/15/2013 170,000.00 2.000% 32,625.00 202,625.00 (19,575.00) 183,050.00
12/1512014 180,000.0� 2.000% 22,700.00 182,700.00 - 182,700.00
12115/2015 165,000.00 2.000% 19,500.00 184,500.00 - 184,500.00
12/15/2016 165,000.00 2.000% 16,200.00 181,200.00 - 181,200.00
12/15/2077 175,000.00 2.000% 12,900.00 187,900.00 - 187,900.00
12/15/2018 110,000.00 2.000% 9,400.00 119,400.00 - 119,400.00
12/15(2019 115,000.00 2.000% 7,200.00 122,200.00 - 122,200.00
12/15/2020 120,000.00 2.000% 4,900.00 124,900.00 - 124,900.00
12/15/2021 125,000.00 2.OQ0% 2,500.00 127,500.00 - 127,500.00
Total $7,305,000.00 - $127,925.00 $1,432,925.00 (19,575.00) $1,413,350.00
04rerref � Equipment ( 8/28/2012 � 12:03 PM
Northland Securities
Public Finance Page 19
� Preliminary
City of Apple �alley, Minn�sata
G.O. Bands, Series 2012A
Equipment Certificates New Money
Detail Costs Of Issuance
Dated 09/15/2012 � Delivered 09/27/2012
GOSTS OF fSSUANCE DETAIl
Financial Advisor $3,500.00
Bond Counsel $4,500.00
Rating Agency Fee $2,500.00
Miscellaneous $500.00
Registrar / Paying Agent $1,210.00
TOTAL $12,210.00
04rerref � Equipment � 8/28/2012 � 12:03 PM
Northland Securities
Public Finance Page 20
FiLE: nrrLE vai.LEY zoi2a CITY OF APPLE VALLEY, MINNESOTA
` DATE OF ANALYSIS: AUGUST 28 zoi2 GENERAL OBLIGATION BONDS OF 2012A FINAL
DATED DATE OF ISSUE: SEPTEMBER 15, 2012 PAR AMOiTNT $6,775�000
� (A) (B) (C) (�) ��') (F) (G) (H) (�
REFUNDING IMPROVEMENT EQUIPMENT TQTAL ALL
BONDS BONDS CERTIFICATES BONDS ESTIMATED TOTAL STATUATORY
(12-15) (12-15) (12-15) (12-15) INTEREST � DEBT COVERAGE
YEAR PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL RATE3 INTEREST SERVICE 5.00% YEAR
2012 2012
2013 $815,000.00 $170,000.00 $985,000.00 2.00% 169,375.40 1,154,375.00 1,212,093.75 2013
2014 855,000.00 $25,000.00 160,000.00 1,040,000.00 2.00% 115,800.00 1,155,800.00 1,213,590.00 2014
2015 9�5,000.00 90,000.00 165,000.00 1,230,000.00 2.00% 95,OOO.QO 1,325,000.00 1,391,250.00 2015
2016 97Q000.00 110,000.00 165,000.00 1,245,000.00 2.00% 7Q400.00 1,315,400.00 1,381,170.00 2016
2017 935,000.00 110,000.00 175,000.00 1,220,000.00 2.00% 45,500.00 1,265,500.00 1,328,775.00 2017
2018 0.00 110,000.00 110,000.00 220,000.00 2.00% 21,100.00 241,100.00 253,155.00 2018
2019 0.00 115,000.00 ll5,000.00 230,000.00 2.00% 16,700.00 246,�00.00 259,035.00 2019
2020 0.00 120,000.00 120,000.00 240,000.00 2.00% 12,100.00 252,100.00 264,705.00 2020
2021 0.00 120,000.00 125,000.00 245,000.00 2.00% 7,300.00 252,300.00 264,915.00 2021
2022 0.00 120,000.00 0.00 120,000.00 2.00% 2,400.00 122,400.00 128,520.00 2022
2023 0.00 0.00 0.00 0.00 0.00% 0.40 0.00 0.00 2023
2024 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2024
2025 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2025
2026 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2026
2027 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2027
2028 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 202$
2029 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2029
2030 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2030
2031 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2031
2032 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 2032
4,550,000.00 920,000.00 1,305,000.00 6,775,000.00 555,6'I5.00 7,330,675.00 7,697,208.75
APPLICATION OF FUNDS BONDS DATED: SEPTEMBER 15, 2012
NEEDS FOR REFUNDING BONDS $4,720,000.00
NEEDS FOR IMFROVEMENT BONDS 900,000.00 BONDS MATURE: DECEMBER 15, 2013 THROUGH 2O22
NEEDS FOR EQUIPMENT CERTIFICATES 1,320,000.00
TOTAL NET HARD COSTS $6,940,000.00 INTEREST: JUNE 15, 2013 AND SEMIANNUALLY THEREAFTER
ON EACH JUNE 15 AND DECEMBER 15.
ADD SOFT COSTS OF ISSUANCE OPTION: ALL BONDS ARE ISSUED WITH NO CALL OPTION
LESS: PREMIUM PAID (330,982.00)
DEPOSIT TO DEBT SERVICE FUND 20,35533 MININUM BID: $6,743,835.00
DISCOUNT FACTOR (.46% OF PAR) 31,165.00 PAYING AGENT &
EST. RATING FEE (THIS ISSUE SHARE) 9,000.00 REGISTRAR: NORTHLAND TRUST SERVICES
CAPITALIZED INTEREST 59,491.67
EST. REGISTRATION 4,870.00 RESOLUTION SETTING SALE: AUGUST 9, 2012
ESTIMATED ADVISOR FEE 24,600.00 EST. SALE DATE: AUGUST 28, 2012 (BID OPENING AT 11;OOAM AT NSI OFFICE)
ESTIMATED MISC. FEES 1,500.00 EST. AWARD DATE: AUGUST 28, 2012 (5:00 PM AT CITY HALL)
ESTIMATED LEGAL OPINION 15,000.00 .
susTOTAL $6,��s,000.00 � p RT H LAN D�S E C U R I T I E S
LESS: INVESTMENT INCOME ON CONSTR. ACCT. $0.00
GRANDTOTAL $6,'775,000.00
ROLJNDED FOR ISSUANCE $6,775,000.00 NORTHLAND SECUffiTIES, INC.
STEVEN J. MATTSON, EXECUTIVE VICE PRESIDENT
612-851-5919
BOND YEARS 27,783.75 800-$51-2920
FILE: APPLE VALLEY 2012 WATER CITY OF APPLE VALLEY, MINNESOTA
' naTE oF arraLYSis: AUGUS�r 28, zoi2 GENERAL OBLIGATION REFLJNDING BONDS OF 2012 FINAL
DATED DATE OF ISSUE: SEPTEMBER 15, 2012 PAR AMOITNT $4,550
(A) (B) (C) ��) �E) (� (G) (� �) (�
ESTIMATED TOTAL STATUATORY ESTIMATED ESTIMATED ANNUAL
(12-15) INTEREST DEBT COVERAGE FUND BALANCE TAX SURPLUS CUMULATIVE
YEAR PRINCIPAL RATES INTEREST SERVICE 5.00% 12/31/2012 LEVI' lDEFICIT BALANCE YEAR
2012 0.00 $0.00 2012
2013 $815,000.00 2.00% 113,750.00 928,750.00 975,187.50 $206,911.00 980,000.00 211,723.50 211,723.50 2013
2014 855,000.00 2.00% 74,700.00 929,700.00 976,185.00 985,000.00 8,815.00 220,538.50 2014
2015 975,000.00 2.00% 57,600.00 1,032,600.00 1,084,230.00 990,000.00 (94,230.00) 126,308.50 2015
2016 97Q000.00 2.00°10 38,100.00 1,00$,100.00 1,OS8,505.00 990,000.00 (68,505.00) 57,80350 2016
2017 935,000.00 2.00% 18,700.00 953,700.00 1,001,385.00 990,000.00 (ll,385.00) 46,418.50 2017
2018 0.00 2.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2018
2019 0.00 2.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2019
2020 0.00 2.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2020
2021 0.00 2.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2021
2022 0.00 2.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2022
2023 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2023
2024 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2024
2025 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2025
2026 0.00 0.00% O.QO 0.00 0.00 0.00 0.00 46,418.50 2026
2027 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2027
2028 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2028
2029 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2029
2030 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2030
2031 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 46,418.50 2031
2032 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 46,418.50 2032
4,550,000.00 302,850.00 4,852,850.00 5,095,492.50 206,911.00 $4,935,000.00 46,418.50
APPLICATION OF FUNDS BONDS DATED: SEPTEMBER 15, 2012
DEPOSIT TO CURRENT REFUNDING FUND $4,720,000.00
Less: EXCESS PREMIUMS (220,496.20) BONDS MATURE: DECEMBER 15, 2013 THROUGH 2O22
TOTAL NET HARD COSTS $4,499,503.80
ADD SOFT COSTS OF ISSUANCE INTEREST: JUNE 15, 2013 AND SEMIANNUALLY THEREAFTER
DEPOSIT TO DEBT SERVICE FUND 116.20 ON EACH JiJNE 15 AND DECEMBER I5.
DISCOLJNT FACTOR (.46% OF PAR) 20,930.00 OPTION: ALL BONDS ARE ISSUED WITH NO CALL OPTION
EST. RATING FEE (THIS ISSUE SHARE) 4,500.00
CAPITALIZED INTEREST (0 MONTHS) 0.00 PURCHASE PRICE: $4,529,070.00
EST. REGISTRATION (THIS ISSUE SHARE) 2,450.00 PAYING AGENT &
ESTIMATED ADVISOR FEE (THIS ISSUE SHARE) 16,000.00 REGISTRAR: NORTHLAND TRUST SERVICES
ESTIMATED MISC. FEES 500.00
ESTIMATED LEGAL OPINION 6,000.00 EST. TRIGGER DATE: AUGUST 9, 2012
SUBTOTAL $4,550,000.00 EST. PRICING DATE: AUGUST 28, 2012
LE5S: INVESTMENT INCOME ON CONSTR. ACCOUNT $0.00 EST. RESOLUTION DATE: AUGUST 28, 2012
GRANDTOTAL $4,550,000.00 �
ROUNDED FOR ISSUANCE $4,550,000.00
NCJRTHLAND�SECURITIES
NORTHLAND SECURITIES, INC.
STEVEN J. MATTSON, EXECUTIVE VICE PRESIDENT
612-851-5919
BOND YEARS 15,142.50 800-851-2920
FII.E: APYLE VALLEY 2012 IMPR. CITY OF APPLE VALLEY MINNESOTA
� DATE OF ANALYSIS: AUGUST 28 2012 GENERAL OBLIGATION IMPROVEMENT BONDS OF 2012 FINAL
DATED DATE OF ISSUE: SEPTEMBER 15, 2012 PAR AMOUNT $920�000
(A) (B) (C) (D) (E) (F) (G) (H) (I) (,n (K)
ESTIMATED TOTAL STATUATORY ESTIMATED ANNUAL
(12-15) INTEREST DEBT COVERAGE CAPITALIZED ASSESSMENT TAX SURPLUS CUMULATIVE
YEAR PRINCIPAL RATES INTEREST SERVICE 5.00% INTEREST INCOME LEVY /DEFICIT BALANCE YEAR
2012 0.00 $0.00 2012
2013 23,000.00 23,000.00 24,150.00 $40,786.67 $0.00 0.00 16,636.67 16,636.67 2013
2014 $25,000.00 2.00% 18,400.00 43,400.00 45,570.00 30,000.00 0.00 (15,570.00) 1,066.67 2014
2015 9Q000.00 2.00% 17,900.00 107,900.00 113,295.00 13Q000.00 0.00 16,705.00 17,771.67 2015
2016 110,000.00 2.00% 16,100.00 126,100.00 132,405.00 130,000.00 0.00 (2,405.00) 15,366.67 2016
2017 ll0,000.00 2.00% 13,900.00 123,900.00 130,095.00 130,000.00 0.00 (95.00) 15,271.67 2017
2018 11Q000.00 2.00% ll,700.00 121,700.00 127,785.00 130,000.00 0.00 2,215.00 17,486.67 2018
2019 115,000.00 2.00% 9,500.00 124,500.00 130,725.00 130,000.00 0.00 (�25.00) 16,761.67 2019
2020 120,000.00 2.00% 7,200.00 127,200.00 133,560.00 130,000.00 0.00 (3,560.00) 13,201.67 2020
2021 120,000.00 2.00°/a 4,800.00 124,800.00 131,040.00 130,000.00 0.00 (1,040.00) 12,161.67 2021
2022 120,000.00 2.00% 2,400.00 122,400.00 128,520.00 130,000.00 0.00 1,480.00 13,641.67 2022
2023 0.00 0.00% 0.00 0.00 0.00 10,000.00 0.00 10,000.00 23,64i.67 2023
2024 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2024
2025 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2025
2026 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2026
2027 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2027
2028 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2028
2029 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2029
2030 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2030
2031 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2031
2032 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 23,641.67 2032
920,000.00 124,900.00 1,044,900.00 1,097,145.00 40,786.67 1,080,000.00 $0.00 23,641.67
APPLICATION OF FUNDS
ESTIMATED CONSTRUCTION NEEDS $900,000.00 BONDS DATED: SEPTEMBER 15, 2012
Less: EXCESS PREMNMS (47,109.30)
TOTAL NET HARD COSTS $852,890.'70 BONDS MATURE: DECEMBER 1 S, 2013 THROUGH 2O22
ADD SOFT COSTS OF ISSUANCE
CONTRIBUTION TO DEBT SERVICE FUND 8,780.63 INTEREST: JUNE 15, 2013 AND SEMIANNUALLY THEREAFTER
DISGOUNT FACTOR (.46% OF PAR) 4,232.00 ON EACH JUNE 15 AND DECEMBER 15.
EST. RATING FEE (THIS ISSUE SHARE) 2,000.00 OPTION: ALL BONDS ARE ISSUED WITA NO CALL OPTION
CAPITALIZED INTEREST (27 MONTHS) 40,786.67
EST. REGISTRATION (THIS ISSUE SHARE) 1,210.00 MININUM BID: $915,768.00
ESTIMATED ADVISOR FEE (THIS ISSUE SHARE) 5,100.00 PAYING AGENT &
ESTIMATED MISC. FEES 500.00 REGISTRAR: NORTHLAND TRUST SERVICES
ESTIMATED LEGAL OPINION 4,500.00
SUBTOTAL $920,000.00 RESOLUTION SETTING S� AUGUST 9, 2012
LESS: INVESTMENT INCOME ON CONSTR. ACCOUNT $0.00 EST. SALE DATE: AUGUST 28, 201: (BID OPENING AT 11;OOAM AT NSI OFFICE)
GRANDTOTAL $920,000.00 EST. AWARD DATE: AUGUST 28, 201: (5:00 PM AT CITY HALL)
ROLJNDED FOR ISSUANCE $92Q000.00 �
NORTHLAND�SECURITIES
NORTHLAND SECURITIES, INC.
STEVEN J. MATTSON, EXECUTIVE VICE PRESIDENT
612-851-5919
BOND YEARS 6,245.00 800-851-2920
FILE: APPLE VALLEY EQUIPMENT CERTIS 2012 CITY OF APPLE VALLEY, MINNESOTA
DATE OF ANALYSIS: AUGUST 28 2012 GENERAL OBLIGATION EQUIPMENT CERTIFICATE5 OF 2012 FINAL
DATED DATE OF ISSUE: SEPTEMBER 15, 2012 PAR AMOUNT $1,305,000 �
�A) �B) �C) �) �E) �F) �G) (H) �� �� �K) '�
ESTIMATED TOTAL STATUATORY REVENUE FROM ESTIMATED ANNUAL I I�
(12-15) INTEREST DEBT COVERAGE CAPITALIZED GOLF COURSE TAX SURPLUS CUMULATIVE i
YEAR PRINCIPAL RATES INTEREST SERVICE 5.00% INTEREST (5 YEAR TERM) LEVY /DEFICIT BALANCE YEAR i
2012 0.00 $0.00 2012
2013 $170,000.00 2.00% 32,625.00 202,625.00 212,756.25 $18,705.00 $16,400.00 178,000.00 348.75 348.75 2013
2014 160,000.00 2.00% 22,700.00 182,700.00 191,835.00 16,400.00 178,000.00 2,565.00 2,913.75 2014 �
2015 165,000.00 2.00% 19,500.00 184,500.00 193,725.00 16,400.00 179,000.00 1,675.00 4,588.75 2015 I
2016 165,000.00 2.00% 16,200.00 181,200.00 190,260.00 16,400.00 180,000.00 6,140.00 10,728.75 2016
2017 1'75,000.00 2.00% 12,900.00 187,900.00 197,295.00 16,400.00 181,000.00 105.00 10,833.75 2017
2018 110,000.00 2.00% 9,400.00 119,400.00 125,370.00 0.00 125,004.00 (370.00) 1Q463.75 2018 I
2019 ll5,000.00 2.00% 7,200.00 122,200.00 128,310.00 0.00 127,000.00 (1,310.00) 9,153.�5 2019
2020 120,000.00 2.00% 4,900.00 124,900.00 131,145.00 0.00 128,000.00 (3,145.00) 6,008.'75 2020
2021 125,000.00 2.00% 2,500.00 127,500.00 133,875.00 0.00 128,000.00 (5,875.00) 133.75 2021
2022 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2022 ,
2023 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2023
2024 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2024
2025 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2025
2026 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.'75 2026
2027 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2027
2028 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2028
2029 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2029
2030 0.00 0.00% 0.00 0.00 0.00 0.00 Q.00 0.00 133.75 2030
2031 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2031
2032 0.00 0.00°/a 0.00 0.00 0.00 0.00 0.00 0.00 133.75 2032
1,305,000.00 127,925.00 1,432,925.00 1,504,571.25 18,705.00 82,000.00 $1,404,000.00 133.75
APPLICATION OF FUNDS
FIRE TRUCK $498,000.00 BONDS DATED: SEPTEMBER 15, 2012
WATER TRUCK 135,000.00
FRONT END IAADER (#350) 150,000.00 BONDS MATURE: DECEMBER 15, 2013 THROUGH 2O21
IAADALL LTNIT (#363) 71,000.00 I,
FRONT END IAADER (#336) 143,000.00 INTEREST; JUNE 15, 2013 AND SEMIANNUALLY THEREAFTER '
PARK MOWERS (5 YEAR AMORTIZATION) 323,000.00 ON EACH JUNE 15 AND DECEMBER I5.
Less: EXCESS PREMIUMS -63,376.50 OPTION: ALL BONDS ARE ISSUED WITH NO CALL OPTION
TOTALNET HARD COSTS $1,256,623.50
ADD SOFT COSTS OF ISSUANCE PURCHASE PRICE: $1,298,99'7.00
UNSUED DISCOLTNT-DEPOSIT TO DEBT SERVICE 11,458.50 PAYING AGENT &
DISCOLINT FACTOR (.46% OF PAR) 6,003.00 REGISTRAR: NORTHLAND TRUST SERVICES
EST. RATING FEE (THIS ISSUE SHARE) 2,500.00
CAPITALIZED INTEREST (9 MONTHS) 18,705.00 RESOLUTION SETTING SA] AUGUST 9, 2012
EST. REGISTRATION (THIS ISSUE SHARE) 1,210.00 EST. SALE DATE: AUGUST 28, 2012 (BID OPENING AT 11;OOAM AT NSI OFFICE)
ESTIMATED ADVISOR FEE (THIS ISSUE SHARE) 3,500.00 EST. AWARD DATE: AUGUST 28, 2012 {5:00 PM AT CITY HALL)
ESTIMATED MISC. FEES 500.00 �
ESTIMATED LEGAL OPINION 4,500.00
suBTOTaz, $i,3os,000.00 N � RT H LAN D S E C LJ R I T I E S
LESS: INVESTMENT INCOME ON CONSTR. ACCOUNT $0.00
GRANDTOTAL $1,305,000.00 NORTHLAND SECURITIES, INC.
ROUNDED FOR ISSUANCE $1,305,000.00 STEVEN J. MATTSON, EXECUTIVE VICE PRESIDENT
612-851-5919
800-851-2920