HomeMy WebLinkAbout03/05/2013 Special Meeting ,
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City of App�e
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CITY COUNCIL SPECIAL MEETING TENTATIVE AGENDA
MARCH 5, 2013 - 6:00 P.M.
1. Call to Order and Pledge.
2. Approval of Agenda.
3. Resolution Providing for Issuance and Sale of $9,000,000 General
Obligation Crossover Refunding Bonds, Series 2013A, and Levying a Tax
for Payment Thereof
4. Adj ourn.
NEXT REGULARLY SCHEDULED MEETINGS:
Thursday March 28 7:00 p.m. (Regular)
Thursday April 11 5:30 p.m. (Informal)
" " 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. citvo�ap levallev. or�)
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City of AppVa,�
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MEMO
Finance Department
TO: Mayor, City Council; and
Tom Lawell, City Administrator
FROM: Ron Hedberg, Finance Director
DATE: February, 26, 2Q13
SUBJECT: Resolution Providing for the Issuance and Sale of $9,000,000 General Obligation
Crossover Refunding Bonds, Series 2013a, and Levying a Tax for the Payment
thereof.
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 2013 bonds. The city
Council has set aside March 5, 2013 at 6:00 pm to consider the award of the 2013a bonds.
The attached resolution approves and completes the sale of the 2013a 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 March 5, 2013.
Moo 's Ratin
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.
The 2013 refunding issue would be done as an advance crossover refunding that would refund the
maturities of the existing debt starting in 2018, we would continue to pay the existing debt until
2018 at which time the existing bonds would be called and we would "crossover" and begin paying
the 2013 bonds. The interest on the 2013 bonds would be paid out of an escrow established from
the proceeds of the 2013 issue.
The 2013 bond issue locks in savings that is estimated at $13 million, the savings would be
realized from 2018 to 2032 and would include the elimination of the final payment in 2032 of
$1,147,300; the remaining $190,000 in estimated savings would be realized in the years 2018 to
2031 and would reduce the property tax levies in each of those years.
Attachments:
Resolution awarding the sale of bonds
Mayar and City Council
Award Sale of 2013a General Obligation Crossover refunding Bonds
February 26, 2013
P
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 $9,000,000 General Obligation Crossover Refunding Bonds, Series 2013a, and Levying a Tax
for the Payment thereof.
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RE� �E
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF APPLE VALLEY, MINNESOTA
H�LD: March 5, 2013
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Apple Valley, Dakota County, Mimiesota, was duly called and held at the City
Hall on March 5, 2013, at 6:00 P.M., for the purpose, in part, of authorizing the issuance and
awarding the sale of $9,000,000 General Obligation Crossover Refunding Bonds, Series 2013A.
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
$9,000,000 GENERAL OBLIGATION CROSSOVER REFUNDiNG BONDS,
SERIES 2013A, AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Apple Valley, Minnesota (the
"City"), hereby determines and declares that it is necessary and expedient to provide moneys for
a crossover refunding of the City's (i) $6,400,000 original principal amount of General
Obligation Park Bonds, Series 2007A, dated December 15, 2007 (the "Prior 2007 Bonds"),
which mature on and after December 15, 2023, (ii) $6,685,000 original principal amount of
General Obligation Park Bonds, Series 2008D, dated June 15, 2008 (the "Prior 2008 Bonds" and
together with the Prior 2007 Bonds, the "Prior Bonds"), which mature on and after December 15,
2023; and
B. WHEREAS, $4,150,000 aggregate principal amount of the Priar 2007 Bonds
which mature or is subject to mandatory redemption on and after December 15, 2023, is callable
on December 15, 2017 (the "Refunded 2007 Bonds"), at a price of par plus accrued interest, as
provided in the resolution adopted on November 20, 2007, authorizing the issuance of the Prior
2007 Bonds (the "Prior 2007 Resolution"); and
C. WHEREAS, $4,225,040 aggregate principal amount of the Prior 2008 Bonds
which mature or is subject to mandatory redemption on and after December 15, 2023, is callable
on December 15, 2017 (the "Refunded 2008 Bonds" and together with the Refunded 2007
Bonds, the "Refunded Bonds"}, at a price of par plus accrued interest, as provided in the
resolution adopted on May 22, 2008, authorizing the issuance of the Prior 2008 Bonds (the "Prior
2008 Resolution" and together with the Prior 2007 Resolution, the "Prior Resolutions"); and
D. WHEREAS, the crossover refunding of the Refunded Bonds on December 15,
2017 (the "Crossover 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
E. WHEREAS, the City Council hereby determines and declares that it is necessary
and expedient to issue $9,000,000 General Obligation Crossover Refunding Bonds, Series
2013A (the "Bonds" or individually, a"Band"), pursuai�t ta Minnesota Statutes, Chapter 475, to
provide moneys for a crossover refunding of the Refunded Bonds; and
F. WHEREAS, the City has retained Noi�thland Securities, Inc., in Minneapolis,
Minnesota ("Northland"}, as its ii�dependent 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
G. 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
H. WHEREAS, it is in the best interests of the City tliat the Bonds be issued in book-
entry form as hereinafter provided; 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 suin of $ , plus interest accrued
to settlement, is hereby found, detennined 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) Ori�inal Issue Date; Denominations• Maturities. The Bonds sha11 be dated �
April l, 2013, as the date of original issue, 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 ainounts as follows:
Year Amount
2018
2019
2Q20
2021
2022
2023
2024
2025
2026
2
Year Amount
2027
2028
2029
2030
2031
As rnay 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 inay be made to the provisions of the
applicable Bond(s).
(b) Book Entry Onlv System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
successors or its successors to its functions hereunder (the "Depository") will act as
securities depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
coinplying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the narne 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 iminediately 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 ar 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.
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(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 nf the principal of and
pretnium, if any, and interest on the Bonds, for the purpose of �;iving notices of
redemption aild other nlatters 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 premiuin, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as showil on the bond register, and
all such payinents 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 suin or suins 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 Noininee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Noininee hereunder shall refer to such new Noininee.
(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
no�ices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case inay 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 ainount 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 actian; 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
15 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.
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(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrenderiizg t11e Bonds for a�Bond of a lesser denomination, make a notation of the
reductian in �rincipal anaou»t on the panel provided on the Bond stating the amount so
reaeemed.
(c} Tennination of Book-Entry Only System. Discontinuance of a particulax
Depositary's services and tennination of the book-entry only system may be effected as
follows:
(i) The Depository may detern�ine 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 deterrnines that the Depository is
no longer able to carry out its functions as securities depository or the eontinuation of the
system of book-entry transfers tlirough the Depository is not in the best interests of the
Gity or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10. To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(d) Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and inade 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 ofRepresentations sha11 control.
3. Purpase; Refundin Findin�s. The Bonds shall provide funds for a crossover
refunding of the Refunded Bonds (the "Refunding"). It is hereby found, determined and declared
that the Refunding is pursuant to Minnesota Statutes, Section 475.67, Subdivision 13, and as of
the crossover date of the Bonds, shall result in a reduction of the present value of the dollar
amount of the debt service to the City from a total dollar amount of $ for
the Prior Bonds to a total dollar amount of $ for the Bonds, computed in
accordance with the provisions of Minnesota Statutes, Section 475.67, Subdivision 12, and
accordingly the dollar amount of such present value of the debt service for the Bonds is lower by
at least three percent than the dollar amount of such present value of the debt service for the
Prior Bonds as required in Minnesota Statutes, Section 475.67, Subdivision 12.
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4. Interest. The Bonds shall bear interest payable semiannually on June 15 and
Deceinber 15 of each year (each, an "Interest Payment Date"), commenciilg December 15, 2013,
calculated on the basis of a 360-day year of twelve 30-day n�onths, at the respective rates per
annum sct forttl �pposite the maturity years as follows:
Maturitv Year Interest Rate
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
5. Optional Redemption. Bonds maturing on December 15, 2023, and thereafter,
shall be subject to redemption and prepayment at the option of the City on December 15, 2022,
and on any date thereafter at a price of par plus accrued interest. Redeinption may be in whole or
in part of the Bonds subject to prepayment. If redemption is in part, the selection of the amounts
and maturities of the Bonds to be prepaid shall be at the discretion of the City. If only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redeinption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds at least thirty days prior to the
date fixed for redenlption.
Prior to the date on which any Bond or Bonds are directed by the City to be redeeined in
advance of maturity, the City will cause notice of the call thereof for redemption identifying the
Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses
shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on
the specified redemption date, provided funds for their redemption have been duly deposited. To
effect a partial redemption of Bonds having a coinmon maturity date, the Bond Registrar prior to
giving notice of redemption shall assign to each Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar
shall then select by lot, using such method of selection as it shall deem proper in its discretion,
from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number,
shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall
be the Bonds to which were assigned numbers so selected; provided, however, that only so much
of the principal amount of each such Bond of a denomination of more than $5,000 shall be
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redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be
redeemed only in part it shall be surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a wi-itten instrument of transfer in foi satisfactory to the City and Bond
Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in
writing) and the Gity sl�all execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of the Bond, without service charge, a new Bond or Bonds having the same
stated maturity ancl interest rate and of any Autharized Denomination or Denominations, as
requested by the Holder, in ag�regate principal amount equal to and in exchange,for the
unredeemed portion of the principal of the Bond so surrendered.
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 ageiit unless and until a successor paying agent is
duly appoii�ted. 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. Fo�7n of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, t11e form of Assignment and the registration information thereon, shall be in
substantially the following fonn:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF APPLE VALLEY
R-� $
GENERAL OBLIGATION CROSSOVER
REFUNDING BOND, SERIES 2013A
Interest Rate Maturit, Date Date of Original Issue CUSIP
December 15, April l, 2013
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, in the manner hereinafter set forth, the principal amount specified above, on
the inaturity date specified above, unless called for earlier redemption, and to pay interest
thereon semiannually on June 15 and December 15 of each year (each, an "Interest Payment
Date"}, commencing December 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. Interest on this Bond will be paid on each Interest Payment Date by check or draft inailed
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 Arnerica. 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
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Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Noininee.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing on December 1 S,
2023, and thereafter, shall be subject to redemption and prepayinent at the option af the City on
December 15, 2022, and on any date thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment; if redernption is in
part, the selection of the amounts and maturities of the Bonds to be prepaid shall be at the
discretion of the Issuer. If only part of the Bonds having a common maturity date are called for
pre�ayrnent, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to acerue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected Holder of the Bonds at least
thirty days prior to the date fixed for rec�emption.
Selection of Bonds for Redeinption• Partial Redem�tion. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
coinmon maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the nuinbers assigned to the Bonds, as many numbers as, at
$S,OOQ for each nuinber, shall equal the principal amount of the Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned nuinbers so selected; provided,
however, that only so much of the principal amount of Bond of a denomination of more than
$5,000 shall be redeeined as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactary to the
Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ation. This Bond is one of an issue in the total principal
amount of $9,000,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, redemption privilege and denomination, 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 March 5, 2013 (the "Resolution"), for the purpose of providing funds
sufficient for a crossover refunding on December 15, 2017, of the Issuer's General Obligation
Park Bonds, Series 2007A, dated December 15, 2007 and General Obligation Park Bonds, Series
2008D, dated June 15, 2008, which mature on and after December 15, 2023. This Bond is
payable out of the Escrow Account and the Debt Service Account established by the City
pursuant to the Resolution. This Bond constitutes a general obligation of the Issuer, and to
provide moneys for the prompt and full payrnent of its principal, premium, if any, and interest
when the sarne become due, the full faith and credit and taxing powers of the Issuer have been
a11d are hereby irrevocably pledged.
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Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
farm in Authorized Deilominations (as defined in the Resolution) and are exchangeable for fully
i 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
otiice of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by 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 ternis 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
Denoinination or Denominations, in aggregate principal amount equal to the principal an7ount 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 payinent as
herein provided anci for all other purposes, whether or not this Bond shall be overdue, and neither
the Issuer nar the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax-Exem tp Obli ag tion. This Bond has been designated by the Issuer as a
"qualified tax-exeinpt 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 perfonned, 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.
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IN WITNESS WHEREOF, the City of Apple Valley, Dakota County, Mirulesota, by its
City Council has caused this Bond to be executed on its behalf by the facsimile si�matures of its
Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as
pennitted by law.
Date of Registration: Registrable by: NORTHLAND TRUST SERVICES,
INC.
Payable at: NORTHLAND TRUST SERVICES,
BOND REGISTRA.R'S INC.
CERTIFICATE OF
AUTHENTICATION CITY OF APPLE VALLEY,
DAKOTA COUNTY, MINNESOTA
This Bond is one of the Bonds
described in the Resolution
mentioned within.
/s/ Facsimile
Northland Trust Services, Inc. Mayor
Minneapolis, Minnesota
Bond Registrar
/s/ Facsimile
Clerk
By
Authorized Signature
11
ABB�REVIATIONS
Tlle following abbreviations, wllen 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 ar regulations:
TEN COM - as tenants in coinmon
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 Unifonn Transfers to Minors Act
(State)
Addi�ional 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.
Signatuie 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:
12
8. Execution. The Bonds shall be in typewritten fonn, shall be executed on behalf of
fhe City by the signatures of its Mayor and Clerk and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles anci the corpozate
seal has beeu omitted. In tlie event of disability or resignation or otiier absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
belialf of the absent or disabled officer. In case either o�cer whose signature or facsirnile of
whose signature shall 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.
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
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Regisn•ar. 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 registratian the date of original issue of
April 1, 2013. The Certificate of Authentication so executed on each Bond shall be conclusive
evidence that it has been authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the naine of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be prornptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
13
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations o# tlie City evidencing the saine debt, and entitled to the same benefits under this
resolution, as the Bands su�iendered for such excl7an�;e or tra»sfer.
Every Boncl 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 tllereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in co�inection with the transfer or exchange of any Bond and any
legal or unusual costs regardiilg 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 pa}nnent dates. The Clerk is hereby authorized
to negotiate and execute the terms of said agreement.
11. Ri 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 acci and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the 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 payinent 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 preinium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purcllaser upon receipt of the purchase price,
and the Purehaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund designated the
General Obligation Crossover Refunding Bonds, Series 2013A 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
14
be mai��tained in the rr�anner herein specified until the Bonds and the interest thereon shall have
been fully paid. In such records there shall be establislled and maintained the following separate
lccounts, for the purposes as follows:
(a) Escrow Account. The Escrow Account shall be maintained as an escrow
account with Northland Trust Services, Inc. (the "Escrow Agent"}, in Minneapolis,
M�nnesota, which is a suitable financial institution within or without the �tate.
$ in proceeds of the sale of the Bonds shall be received by the Escrow Agent
and applieci to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds
of tlle Bonds less proeeeds used to pay costs of issuance and any proceeds returned to the
City are hereby irrevocably pledged and appropriated to the Escrow Account, together
with all investment earnings thereon. The Escrow Account shall be invested in securities
maturing or callable at the option of the holder on such dates and bearing interest at such
rates as shall be required to provide sufficient funds, together with any cash or other
funds retained in the Escraw Account, (i) to pay when due the interest to accrue on the
Bonds to and including the Crossover Date; and (ii) to pay when called for redemption on
the Crossover Date, the principal amount of the Refunded Bonds. The Eserow Account
shall be irrevocably appropriated to the payment of (i) all interest on the Bonds to and
including the Crossover Date, and (ii) the principal of the Refunded Bonds due by reason
of their call for redemption on the Crossover Date. The inoneys in the Escrow Account
shall be used solely for the purposes herein set forth and for no other purpose, except that
any surplus in the Escrow Account may be remitted to the City, all in accordance with an
agreement (the "Escrow Agreement") by and between the City and Escrow Agent, a form
of which agreement is on file in the office of the Finance Director. Any moneys remitted
to the City pursuant to the Escrow Agreement shall be deposited in the Debt Service
Account.
(b) Debt Service Account. To the Debt Service Account there is hereby
pledged and irrevocably appropriated and there shall be credited: (i) any collections of
all taxes heretofore levied for the payment of the Prior Bonds and interest thereon which
are not needed to pay the Prior Bonds as a result of the Refunding and any taxes herein
levied for the payment of the Bonds; (ii) any sums remitted to the City upon the
termination of the Escrow Agreement; (iii) all investment earnings on funds in the Debt
Service Account; and (iv) any and all other moneys which are properly available and are
appropriated by the governing body of the City to the Debt Service Account. The amount
of any surplus remaining in the Debt Service Account when the Bonds and interest
thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61,
Subdivision 4. The moneys in the Debt Service Account shall be used solely to pay the
principal of and interest on the Bonds or any other bonds hereafter issued and made
payable from the Fund.
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 (a) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued, and (b) 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 Fund (or any
15
other City account which will be used to pay principal and interest to become due on the Bonds)
in excess of amounts which under the applicable federal arbitrage regulations may be invested
without regard as to yield shall nat be invested in excess of the applicable yield restrictions ,
imposed by the arbitrage regulations on sucli investinents after taking into account aiiy
ap�licable "temporary periods" or "ininor portion" made available under the federal arbitrage
re� In addition, the proceeds of the Bonds and inoney in the Fund shall not be invested
in obligations or deposits issued by, guarailteed by or insured by the United States or any agency
or ilistruinentality thereof if and to t11e extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
16. Tax Levy; Coverage Test• Cancellation of Certain Tax Levies. To provide
inoneys for payment of the principal and interest on the Bonds there is hereby levied upon all of
the taxable property in the City a direct annual ad valorem tax which shall be spread upon the ta�
rolls and collected with and as part of other general property taxes in the City for the years and in
the amounts as follows:
Levv Years Collection Years Amount
See attached schedule
The tax levies are such that if collected in full they, together with estimated collections of
any other revenues herein pledged for the payment of the Bonds and sums held in the Escrow
Account, will produce at least five percent in excess of the amaunt needed to meet when due the
principal and interest payments on the Bonds. The tax levies sha11 be irrepealable so long as any
of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to
reduce the levies in the inanner and to the extent permitted by Minnesota Statutes, Section
475.61, Subdivision 3.
Upon payrnent of the Prior Bonds, the uncollected taxes levied in the Prior Resolutians
authorizing the issuance of the Prior Bonds which are not needed to pay the Prior Bonds as a
result of the Refunding shall be canceled.
17. General Obli�ation Pledge. For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the fuli faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Escrow
Account or Debt Service Account is ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly paid out of any other accounts of
the City which are available for such purpose, and such other funds inay be reimbursed without
interest from the Escrow Account or Debt Service Account when a sufficient balance is available
therein.
18. Securities; Escrow Agent. Securities purchased from moneys in the Escrow
Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67,
Subdivision 8, and any amendments or supplements thereto. Securities purchased from the
Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City
16
Council l�as investigated the facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
19. Escrow A�reen�ent. On or prior to the delivery of the Bonds the Mayor and
Finance Director sh�ll, and are liereby authorized and directed to, execute on behalf of the City
an Escrow Agreemei�t. The Escrow Agreement is hereby approved and adopted and rnade a part
of this resolution, and the City covenants that it will promptly enforce all provisions thereof in
the event of default tllereunder by the Escrow Agent.
20. Purchase of SLGS or Ot�en Market Securities. The Escrow Agent, as agent for
the City, is hereby authorized and directed to purchase on behalf of the Couneil and in its name
the a��ropriate United States Treasury Securities, State and Local Government Series and/or
opeu market securities as provided in paragraph 19, from the proceeds of the Bonds and, to the
extent necessary, other available funds, all in accordance with the provisions of this resolution
and the Escrow A�eement and to execute all such documents (including the appropriate
subscription foi required to effect such purchase in accordance with the applicable U.S.
Treasury Regulations.
21. Redemption of Prior Bonds. The Prior Bonds shall be redeemed and prepaid in
accordance with the terms and conditions set forth in the Notices of Call for Redemption, in the
fonn attached to the Escrow Agreement, which terms and conditions are hereby approved and
incorporated herein by reference. The Notices of Call for Redemption shall be given pursuant to
the Escrow Agreeinent.
22. Prior Bonds; Securitv. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
23. Supplemental Resolution. The Prior Resolutions are hereby supplemented to the
extent necessary to give effect to the provisions of this resolution.
24. 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, ta the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also at any time discharge its obligations with respect to any Bonds,
subject to the provisions of law now or hereafter authorizing and regulating such action, by
depositing irrevocably in escrow, with a suitable banking institution qualified by law as an
escrow agent for this purpose, cash or securities described in Minnesota Statutes, Sectian 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.
17
25. Certificate of Re�istration. The Clerk is hereby directed to file a certified copy of
this resolutian with the County Auditor of Dakota County,lVlinnesota, together with such other
inforniation as the County Auditor shall require, and to obtain the County Auditor's Certificate
that tlle Bonds have been entered in the County Auditor's Bond Register and that the tax levy
required by law has been made.
26. 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 af 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 froin 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.
27. Ne�ative Covenant as to Use of Proceeds and Project. The City hereby covenants
not to use the proceeds of the Bonds or to use the Project financed by the Prior Bonds, or to
cause or permit them to be used, or to enter into any deferred payment arrangements for the cost
of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
28. Tax-Exempt Status of the Bonds• Rebate. The City is subject to the rebate
requirement imposed by Section 148(� of the Code by reason of issuing (together with all
subordinate entities thereof, and all entities treated as one issuer with the City) more than
$5,000,000 of tax-exempt governmental obligations during this calendar year as pravided in
Section 148(�(4)(D) of the Code and Sectian 1.148-8 of the Regulations.
29. 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, 19$6;
(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 2013 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this
calendar year 2013 have been designated for purposes of Section 265(b}(3) of the Code;
and
18
(� the aggregate face amount of the Bonds does not exceed $10,000,000.
The City shall use its best efforts to coinply with any federal procedural requirements which may
apply in order to effectuate the designation made by this paragraph.
30. Severabilitv. If any section, paragraph or provision of this resolution sha11 be held
to be invalid or unenforceable for any reason, the invalidity or unenfarceability of such section,
��aragraph or provision sha111�ot affect any of the remaining provisions of this resolution.
31. 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 ineaning of any provision hereof.
19
The motion for the adoption of the foregoing resolution was duly seconded by member
and, after a full discussion thereof and upon a vote being taken thereon, the
follawing vated in favor thereof:
an�i the following voted agains� the same:
whereupon the resolution was declared duly passed and adopted.
20
STATE OF MINNESOTA
COUNTY OF DAK(JTA
CITY OF APPLE VALLEY
I, the undersigned, being the duly qualified and acting Clerk of the City of A�ple Valley,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
miiiutes with the original thereof on file in my office, ancl that the same is a full, ti and
complete transcript of the minutes of a meeting of the City Council, duly called and held on the
date therein indicated, insofar as sueh minutes relate to providing for the issuance and sale of
$9,000,000 General Obligation Crossover Refunding Bonds, Series 2013A.
WITNESS my hand on March 5, 2013.
Clerk
21
ESCROW AGREEMENT
GENERAL OBLIGATION CROSSOVER REFUNDING BONDS, SERIES 2013A
AND
GENERAL OBLIGATION PARK BONDS, SERIES 2007A
AND
GENERAL OBLIGATION PARK BONDS, SERIES 2008D
CITY OF APPLE VALLEY, MINNESOTA
THIS AGREEMENT made as of April _, 2013, by and between Northland Trust
Services, Inc., in Minneapolis, Minnesota (the "Escrow Agent"), and the City of Apple Valley,
Dakota County, Minnesota (the "City"),
WITNESSETH THAT:
A. WHEREAS, pursuant to a resolution adopted on November 20, 2007, the City has
heretofore authorized, and now has outstanding $6,045,000 aggregate principal amount of
General Obligation Park Bonds, Series 2007A, dated December 15, 2007 (the "Outstanding Prior
2007 Bonds"), payable on December 15 in the years and amounts as follows:
Outstanding Prior 2007 Bonds (inclusive)
Year Amount Year Amount
2013 $125,000 2021 $480,000
2014 135,000 2022 275,000
2015 145,000 2024 625,000
2016 160,000 2027 1,125,000
2017 175,000 2030 1,350,000
2018 190,000 2032 1,050,000
2019 210,000
The Outstanding Prior 2007 Bonds maturing or subject to mandatory redemption on and after
December 15, 2023, in the principal amount of $4,150,000, may be redeemed and prepaid on
December 15, 2017 (the "Crossover Date"), at par and accrued interest; and
B. WHEREAS, pursuant to a resolution adopted on May 22, 2008, the City has
heretofore authorized, and now has outstanding $6,310,000 aggregate principal amount of
General Obligation Park Bonds, Series 2008D, dated June 15, 2008 (the "Outstanding Prior 2008
Bonds"), payable on December 15 in the years and amounts as follows:
Outstanaing Prior 2008 Bonds (inclusive)
Year Amount Year Amount
2014 $265,000 2020 $250,000
2015 150,000 2021 275,000
2016 165,000 2022 300,000
2017 185,000 2023 325,000
2018 200,000 2024 350,000
2019 225,000 2028 1,570,000
2019 250,000 2032 2,050,000
The Outstanding Prior 2008 Bonds maturing or subject to mandatory redemption on and after
December 15, 2023, in the principal amount of $4,145,000, may be redeemed and prepaid on the
Crossover Date, at par and accrued interest; and
C. WHEREAS, by the terms of a resolution adopted on March 5, 2013 (the
"Refunding Resolution"), the City has called for the redemption and prepayment on the
Crossover Date, $4,150,000 aggregate principal amount of the Outstanding Prior 2007 Bonds
maturing on and after December 15, 2023 and $4,145,000 aggregate principal amount of the
Outstanding Prior 2008 Bonds maturing on and after December 15, 2023 (the "Refunded
Bonds") pursuant to the Notices of Call for Redemption attached hereto as Exhibit A and Exhibit
B; and
D. WHEREAS, the Refunded Bonds are to be refunded pursuant to the crossover
refunding accomplished by the issuance of the Refunding Bonds defined below; and
E. WHEREAS, to provide for (1) the refunding of the Refunded Bonds by the
payment of the principal only thereof on the Crossover Date, and (2) the payment of interest due
on the Refunding Bonds defined below through and including the Crossover Date, all in
accordance with Minnesota Statutes, Section 475.67, including but not limited to Subdivision 13
thereof, the City has pursuant to the Refunding Resolution authorized the issuance of $9,000,000
General Obligation Crossover Refunding Bonds, Series 2013A, dated April 1, 2013, as the date
of original issue (the "Refunding Bonds"); and
F. WHEREAS, under the terms of the Refunding Resolution $ of
Refunding Bond proceeds and $ of other available City funds (the "Escrow
Account") shall be held and invested in accordance with the terms and conditions of this Escrow
Agreement as follows: $ shall simultaneously be invested in securities (the "Initial
Escrowed Obligations") as described in the report of Grant Thornton LLP, dated April _, 2013,
attached hereto as Exhibit D(the "Accountant's Report"), which Initial Escrowed Obligations,
together with the balance of cash in the amount of $ , shall be used to refund the
Refunded Bonds (by payment of the principal only thereof on the Crossover Date) and to pay
interest on the Refunding Bonds through the Crossover Date. The Initial Escrowed Obligations
(or evidence of the investment therein and constructive receipt thereo� and cash are herein called
the 'Bscrow Deposit", provided that the term 'Bscrow Deposit" may include due bills reflecting
Escrowed Obligations not received by the delivery of and payment for the Refunding Bonds (the
2
"Bond Closing") so long as such due bills are secured by the deposit of comparable securities
identified as "Substitute Securities" in the Accountant's Report, or by a cashier's check in an
amount equal to either the principal and interest due on the Escrowed Obligations so due or any
deficiency in principal or interest due on the Substitute Securities (the Initial Escrowed
Obligations, said Substitute Securities and any other investments made hereunder, are referred to
collectively as the "Escrowed Obligations"); and
G. WHEREAS, it is desirable and appropriate that $ of Refunding
Bonds proceeds and $ of available City funds to be used to pay issuance expenses
be paid by the Escrow Agent for disbursement in accordance with the scheduie of disbursements
(the "Issuance Expenses") set forth in Exhibit C attached hereto and incorparated herein by
reference; and
NOW, THEREFORE, in consideration of the premises and of the respective agreements
on the part of the Escrow Agent and City herein contained, the parties hereto hereby agree as
follows:
1. De osits. The City agrees upon delivery of and payment for the Refunding Bonds
at the Bond Closing to forthwith irrevocably deposit with the Escrow Agent the Escrow.Deposit,
as an appropriation of the Escrowed Obligations and all payments of principal and interest
thereon, in trust with the Escrow Agent for the security of the holders and owners of the
Refunded Bonds and the Refunding Bonds. The City further agrees upon the Bond Closing to
deposit with the Escrow Agent $ in Refunding Bonds proceeds and
$ in available City funds; and the City authorizes the Escrow Agent (and the
Escrow Agent agrees) to disburse said moneys to pay Issuance Expenses. The City further
authorizes the Escrow Agent to disburse $ in Refunding Bond proceeds received on
Bond Closing and any other residual funds in the Escrow Account to the City for deposit in the
Debt Service Account.
2. Acknowledgment of DepOS1t. Receipt of (i) the Escrow Deposit; (ii)
$ in Refunding Bonds proceeds; and (iii) $ of available City funds
to pay Issuance Expenses shall be acknowledged on behalf of the Escrow Agent at the Bond
Closing by execution of an Acknowledgment in the form attached hereto as Exhibit D by a duly
authorized officer of the Escrow Agent.
3. Compensation; Waiver of Lien. The Escrow Agent hereby acknowledges receipt
of the sum of $ as and for its full compensation for services to be performed by it as
agent under this Agreement. There will be no future billings for services rendered by the Escrow
Agent. The Escrow Agent expressly waives any lien upon or claim against the moneys and
investments in the Escrow Account.
4. Collection and Remittance; Payment of Principal on Refunded Bonds and Interest
on Refundin� Bonds; Substitute Securities. The Escrow Agent will collect all remittances of
interest on the Escrowed Obligations in the Escrow Account as and when such interest becomes
due and payable. The Escrow Agent will cause such Escrowed Obligations to be presented for
payment and converted into cash on their respective maturity or due dates in accordance with the
schedule of cash payments included in the Accountant's Report, and will remit from the Escrow
3
Account (i) to the paying agent for the Refunding Bonds, the funds required from time to time
for the payment when due, on each interest payment date on or prior to the Crossover Date, for
the interest on the Refunding Bonds, and (ii) to the paying agent for the Refunded Bonds, the
funds required for the payment when called for redemption on the Crossover Date, the principal
and premium, if any, of the Refunded Bonds. If the delivery of any Escrowed Obligations is
secured at the Bond Closing by Substitute Securities and/or a cashier's check as hereinabove
provided and delivery of the Initial Escrowed Obligations is not made within thirty days after the
Bond Closing, the Escrow Agent shall in accordance with the terms of such security arrangement
substitute the Substitute Securities and/or cashier's check for the Initial Escrowed Obligations to
assure that such schedule of cash payments can be complied with.
5. Sufficiencv of Escrow Deposit• Further Deposits. In reliance upon the
Accountant's Report, the City represents, that the Escrow Deposit, if the principal of and interest
on the Initial Escrowed Obligations are paid in accordance with their terms, is sufficient to
produce cash in such amounts to enable the Escrow Agent to make full and timely payments as
provided in paragraph 4. If at any time it shall appear to the Escrow Agent that the money in the
Escrow Account allocable for such use hereunder will not be sufficient to make any payment due
to the holders of any of the Refunding Bands or Refunded Bonds, the Escrow Agent shall
immediately notify the City. The City thereupon shall forthwith deposit in the Escrow Account
from funds on hand and legally availabie such additional funds as may be required to meet fully
the amount to become due and payable and, if necessary, levy for such purpose an ad valorem
property tax on all real property in the City subject to taxation without limitation as to rate or
amount. Included in the Accountant's Report is a statement that such cash and Escrowed
Obligations are sufficient to comply with the requirements set forth in paragraph 4.
6. No Repeal of Refunding Resolution. The City will not repeal, revoke or amend
the Refunding Resolution calling the Refunded Bonds for redemption on their redemption date
of the Crossover Date, in accordance with the Notices of Call for Redemption attached hereto as
Exhibit A and Exhibit B.
7. Notice of Call for Redemption. The Escrow Agent shall cause the Notices of Call
for Redemption attached hereto as Exhibit A and Exhibit B to be mailed to the paying agent for
the Refunded Bonds (if other than the Escrow Agent), first class (postage prepaid) not more than
sixty days and not less than thirty days prior to the date fixed for redemption and therefore to the
registered owner of each Refunded Bonds at the address shown on the registration books kept by
the registrar for the Refunded Bonds.
8. Title to Moneys; Trust; Remission of Remaining Mone�. It is recognized that
title to the Escrowed Obligations and money held in the Escrow Account from time to time shall
remain vested in the City but subject always to the prior charge and lien thereon of this Escrow
Agreement and the use thereof required to be made by the provisions of this Escrow Agreement.
The Escrow Agent shall hold all such money and obligations in a special trust fund and account
(herein the "Escrow Account") separate and wholly segregated from all other funds and
securities of the Escrow Agent or deposited with the Escrow Agent, and shall never commingle
such money or securities with other money or securities, provided that nothing herein contained
shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part
thereof, received for the Escrow Account, on hand, but moneys of an equal amount, except to the
4
extent such are investments permitted under this Escrow Agreement, shall always be maintained
on hand as funds held by the Escrow Agent as trustee, belonging to the City, and a special
account thereof evidencing such fact shall at all times be maintained on the books of the Escrow
Agent, together with such investments. In the event of the Escrow Agent's failure to account for
any money or obligations held by it in the Escrow Account, such money and obligations shall be
and remain the property of the City, and if for any reason such money or obligations cannot be
identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount
thereof and the City shall be entitled to a preferred claim upon such assets. All moneys
remaining in the Escrow Account after payment therefrom of all sums required to be paid under
this Agreement shall be promptly remitted to the City.
9. Sale and/or Reinvestment. The Escrow Agent may sell and/or reinvest all or a
part of the Escrowed Obligations, or the proceeds thereof in (i) direct, non-callable United States
obligations or obligations unconditionally guaranteed by the United States government, (ii) any
governmental bond which bears the highest or next highest rating of Moody's Investor's Services,
Standard and Poor's Corporation, or a similarly nationally recognized rating agency, or (iii) an
investment contract with a bank or insurance company meeting the requirements of Minnesota
Statutes, Section 118A.05, Subd. 5, if and only if (i) such sales and/or reinvestment is approved
by the City and otherwise permitted by the laws of Minnesota; (ii) an opinion of a certified
public accounting firm is first obtained to the effect that such sale and/or reinvestment will not
prevent the Escrow Agent from making all of the payments to the paying agent for the Refunded
Bonds and the paying agent for the Refunding Bonds as required in paragraph 4; and (iii) an
opinion of nationally recognized bond counsel or tax counsel recognized as having an expertise
in the area of tax-exempt bonds is first obtained to the effect that such sale and/or reinvestment
will not cause the interest on the Refunded Bonds or Refunding Bonds to become includible in
the gross income of the owners thereof for federal income tax purposes.
Any excess funds created in the Escrow Account as a result of such sale and/or
reinvestment (i.e. funds not required to pay when due, principal of, the respective series of
Refunded Bonds and the interest on the Refunding Bonds, as shown on the certified public
accountants' opinion required in subsection 9(ii)) shall be withdrawn from the Escrow Account
and paid by the Escrow Agent to the City, free of any lien of this Escrow Agreement, within ten
business days of receipt of the City's written request to withdraw such excess funds.
10. Annual Statement. For as long as any of the Refunded Bonds are outstanding, in
January of each year until termination of this Escrow Agreement, commencing January 1, 2014,
the Escrow Agent shall render a statement for the preceding year to the City, which statement
shall set forth the cash on hand and Escrowed Obligations which have matured and the amounts
received by the Escrow Agent by reason of such maturity, the interest earned on any of such
Escrowed Obligations, a list of any investments or reinvestments made by the Escrow Agent in
otfier Escrowed Obligations and the interest and/or principal derived therefrom, the amounts of
cash paid for the interest on the Refunding Bonds and principal and premium, if any, on the
Refunded Bonds as said payments became due and payable, and any other transactions of the
Escrow Agent pertaining to its duties and obligations as set forth herein.
11. Trust; Safekeeping. All Escrowed Obligations, moneys and investment income
deposited with or received by the Escrow Agent pursuant to this Escrow Agreement shall be
5
subject to the trust created by this Escrow Agreement, and the Escrow Agent shall be liable for
the preservation and safekeeping thereof; provided, however, that it shall not be responsible for
any depreciation in value of any of the Escrowed Obligations or for the reinvestment of the same
except as herein provided.
12. Duties, Obli�ations and Liabilities. The duties and obligations of the Escrow
Agent shall be as prescribed by the provisions of this Escrow Agreement, and the Escrow Agent
shall not be liable hereunder except for failure to perform its duties and obligations as
specifically set forth herein ar to act in good faith in the performance thereof, and no implied
duties or obligations shall be incurred by the Escrow Agent other than those specified herein.
The Escrow Agent may consult with counsel of its choice, and except as provided in paragraphs
9 and 10, the opinion of such counsel shall be full and complete authorization and protection
with respect to any action taken or not taken or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel.
13. Resignation; Successor. The Escrow Agent may at any time resign and be
discharged of its obligations hereunder by giving to the Clerk of the City written notice of such
resignation and by refunding to the City a pro rata portion of the escrow fee set forth in
paragraph 3, not less than sixty days before the date when the same is to take effect. Such
resignation shall take effect upon the appointment and qualification of a successor agent. In the
event of receipt of notice of such resignation, a successor shall promptly be appointed by the
City, and the Clerk of the City shall immediately give written notice thereof to the predecessor
agent. If in a proper case no appointment of a successor agent is made within forty-five days
after the receipt by the City of notice of such resignation, the Escrow Agent or the holder of any
Refunded Bond or Refunding Bond may apply to any court of competent jurisdiction to appoint
a successor Escrow Agent, which appointment may be made by the court after such notice, if
any, as the court may prescribe. Any successor agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor agent and to the Clerk of the City a written
acceptance of such appointment, and shall thereupon without any further act, deed or conveyance
become fully vested with all moneys, properties, duties and obligations of its predecessor, but the
predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or
other property held by it to the successor agent, shall execute, acknowledge and deliver such
instruments of conveyance and do such other things as may reasonably be required to vest and
confirm more fully and certainly in the successor agent all right, title and interest in and to the
property held by it hereunder. Any bank into which the Escrow Agent may be merged or with
which it may be consolidated or any bank resulting from any merger or consolidation to which it
shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate
trust business shall, if the City approves, be the successor agent without the execution of any
document or the performance of any further act.
14. Successors and Assigns; Beneficiaries. This Escrow Agreement shall be
irrevocable and binding upon and shall inure to the benefit of the City and the Escrow Agent and
their respective successors and assigns. In addition, this Escrow Agreement shall constitute a
third party beneficiary contract for the benefit of the holders at any time of the Refunded Bonds
and the Refunding Bonds. Said third party beneficiaries shall be entitled to enforce performance
and observance by the City and the Escrow Agent of the respective agreements and covenants
herein contained as fully and completely as if said third party beneficiaries were parties hereto.
6
15. Su�plemental Agreements. For any one or more of the following purposes, the
City and Escrow Agent may enter into any supplemental agreements to this Escrow Agreement
as shall not adversely affect the rights of the holder or holders of the Refunded Bonds or
Refunding Bonds and as shall not be inconsistent with the terms and provisions of this Escrow
Agreement, without the consent of or notice to the holder or holders of the Refunded Bonds or
Refunding Bonds:
(a) To cure any ambiguity or formal defect or omission in this Escrow Agreement;
(b) To grant to, or confer upon, the Escrow Agent for the benefit of the holder or
holders of the Refunded Bonds or Refunding Bonds any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holder or holders; and
(c) To provide additional funds, securities or properties under this Escrow
Agreement.
16. Consent Otherwise to Amendments. Except as expressly provided in paragraph
15, this Escrow Agreement may not be repealed, revoked, altered or amended without the
unanimous written consent of the City and the holder or holders of the Refunded Bonds and
Refunding Bonds and the written consent of the Escrow Agent.
17. Headin�s. Headings in this Escrow Agreement are for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
IN WIT`NESS WHEREOF, the City and Escrow Agent have caused this Escrow
Agreement to be executed in their respective names and have caused this Escrow Agreement to
be dated as of the date above first written.
7
CITY OF APPLE VALLEY, MINNESOTA
By
Its Mayor
B
Its Finance Director
8
NORTHLAND TRUST SERVICES,INC.
B
Its Chief Operating Officer/Cashier
9
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION PARK BONDS, SERIES 2007A
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 15, 2017
those outstanding bonds of the City designated as General Obligation Park Bonds, Series 2007A,
dated December 15, 2007, having stated maturity dates or subject to mandatory redemption in
the years 2023 through 2032, totaling $4,150,000 in principal amount and having CUSIP
numbers listed below:
Year CUSIP No.
2024
2027
2030
2032
The bonds are being called at a price of par plus accrued interest to December 15, 2017, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at Northland Trust Services, Inc., 45
South 7�' Street, Suite 2000, Minneapolis, Minnesota 55402.
Dated: March 5, 2013.
BY ORDER OF THE CITY COUNCIL
/s/
Clerk
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the notice. They are included solely for
the convenience of the holders.
A-1
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION PARK BONDS, SERIES 2008D
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 15, 2017
those outstanding bonds of the City designated as General Obligation Park Bonds, Series 2008D,
dated June 15, 2008, having stated maturity dates or subject to mandatory redemption in the
years 2023 through 2032, totaling $4,145,000 in principal amount and having CUSIP numbers
listed below:
Year CUSIP No.
*2023
2024
2028
2032
The bonds are being called at a price of par plus accrued interest to December 15, 2017, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at Northland Trust Services, Inc., 45
South 7 t1i Street, Suite 2000, Minneapolis, Minnesota 55402.
Dated: March 5, 2013.
BY ORDER OF THE CITY COUNCIL
/s/
Clerk
*The 2023 maturity is a partial call. The City is calling $175,000 of that maturity. $150,000 shall
remain outstanding.
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.
B-1
EXHIBIT C
ISSUANCE EXPENSES
[to be supplied by Northland Securities, Inc.]
C-1
EXHIBIT D
ACKNOWLEDGMENT
I, being duly authorized to execute this acknowledgment on behalf of Northland Trust
Services, Inc., as Escrow Agent (the "Escrow Agent"), do hereby acknowledge that the City of
Apple Valley, Minnesota (the "City"), has this date irrevocably deposited with the Escrow Agent
in trust for the security of the holders and owners of the City's outstanding General Obligation
Park Bonds, Series 2007A, dated December 15, 2007, and General Obligation Park Bonds,
Series 2008D, dated June 15, 2008, and General Obligation Crossover Refunding Bonds, Series
2013A, dated April 1, 2013, that certain Escrow Deposit required to be deposited with the
Escrow Agent at the Bond Closing in accordance with the Escrow Agreement, dated April _,
2013, by and between the Escrow Agent and the City; and the City has in addition deposited
$ to pay a portion of the Issuance Expenses set forth on Exhibit B to the Escrow
Agreement.
Dated April _, 2013.
NORTHLAND TRUST SERVICES,INC.
B
Its Chief Operating Officer/Cashier
D-1
EXHIBIT E
ACCOUNTANT'S REPORT
[to be supplied by Grant Thornton LLP]
E-1
�.
RDD�T�o�
NflRTHLAND SECtJRITIES
TABULATION OF BIDS
CITY OF APPLE VALLEY, MiNNE50TA
$9,000,000*
GENERAL OBLIGATION CROSSOVER REFUNDING BONDS, SERIES 2013A
AWARD: BOSC, INC.
DATE OF SALE: TUESDAY, MARCH 5, 2013
MOODY'S UNDERLYING RATING: Aaa
TRUE
PURCHASE NET INTEREST
BIDDER PRICE iNTEREST COST COST (TIC)
BOSC, INC.# $9,010,608.50' $2,b83,555.93 2.0643153%
Menomonee Fa11s, WI
FTN CAPITAL MARKETS $9,038,025.15 ' $2,$35,793.98 2.1714807%
Memphis, TN
PIPER JAFFRAY $9,Q05,717.55 $2,$79,995.88 2.2111814%
Minneapolis, MN
STIFEL, NICOLAUS & CO , INC. $8,92b,33Z75 $2,926,549.b8 2.2534492%
Memphis, TN
ROBERT W. BAIRD & CO., INC. $$,957,997.90 $2,974,434.92 2.2908946%
Milwaukee, WI
JANNEY MONTGOMERY SCOTT LLC $8,938,845.90 �2,970,725.45 2.2939857%
Phitadelphia, PA
* Subsequent to the sale of the Bonds, adjustments to the principal amounts in maturity yeazs 2018 through 2024, 2026 through 2029, and
2031 resulted in an adjusted purchase price of $9,009,932.70 and the adjusted TIC of 2.0633991%.
f With Steme, Agee & Leach, Inc. as co-manager.
Main Office 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402 Main Office Toll Free 1-800-851-2920
Iowa Office 6600 Westown Pazkway, Suite 255, West Des Moines, Iowa 50266 Direct 515 661-6182 Fax 515 b61-6192
www.northlandsecurities.com
Member FINRA and SIl'C
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Table of Contents Part, of2
Report
ISSUE SUMMARY
Refunding Summary 1
__ _ __ . ._
_ __ _ _ _
Debt Service Comparison 2
_ _ __ __.. _. __. _
Debt Service Schedule 3
_ . _ _ _ . . _. . . _ ._ __ _.
Pricing Suimnary 4
Proof Of Bond Yield @ 1.9992005% 5
Detail,Costs Of Issuance 6
Total Prior Net Debt Service 7
Debt Service To Maturity And To Call 8
__ _ _ _ ._ _ . _ _ _ ._ _ _. _ ._.
Crossover Escrow Fund Cashflow 9
Escrow Summary Cost 10
_. __ _ _ _ _ . _- -_ __
Primary Purpose Fund Proof Of Yield @ 0.7620965 11
__ _ _ _ _. _ _ _
Primary Purpose Fund Optimized Dedicated Portfolio 12
_ _ __. __ __ _ _ __ _. __ __. ____. __._ _ _
Detaited Cash Flow Analysis 13
- _ _ __ _. _ __ __ __ . . _ _
Individual Cash Flow for 12/15l2013 T-NOTE 14
__ ___ _ _ _ _ __ _._
Individual Cash Flow for 2l07l2014 FNMA-D 15
__ . _ _ __. _
Individual Cash Flow for 3123/2014 FNMA-D 16
_. _ __. __ _ _.__ __ _
Individual Cash Flow for 9/23(2014 FNMA-D 17
_ _ _.. __ _ _ _ _
Individual Cash Flow for 11/29/2014 FNMA-D 18
. __ _ __ _ .
Individual Cash Flow for 2/07/2015 FNMA-D 19
_ _ _ _ _ _ _ __ ._ __ _
Individual Cash Flow for 11/15/2015 STRIPS 20
_ _ _ _ _ _ . _ _. _. .
Ref 3 0Ms � Issue Summary � 3/ 5/2013 � 2:31 PM
� � � �
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Table of Contents Part 2 of 2
Individual Cash Flow for 3/23/2016 FNMA-D 21
_ _ _ _ _ _. . _ . __ _
Individual Cash Flow for 410812016 FNMA-D 22
_ _.__. _. _ _._ _ _._ _ _ _._ _ __..
Individual Cash Flow for 10/08l2016 FNMA-D 23
_ . _ __ .
Individual Cash Flow for 11(15/2016 STRIPS 24
__ __ __ _ __ . __
Individual Cash Flow for 6l01/2017 FNMA-D 25
__ _
_ _ _ ___ _ _ _ _
Individual Cash Flow for 7/15/2017 FNMA-D 26
__ _ _ __ _ _. __ ._.
Individual Cash Flow far 10/26/2017 FNMA 27
_ __ . _ . _ __ . __ _
Individual Cash Flow for 11l15/2017 FNMA-D 28
_ _ _ _ _ _ . . . __.
2oo�a
Refunding Summary 29
Debt Service Comparison 30
_ _ _ _ __ _.. _ . _
Debt Service Schedule 31
Total Prior Net Debt Service 32
Debt Service To Maturity And To Call 33
_ ___ _ _ __ _ __ __ ___ _
2008D
Refunding Suimnary 34
Debt Service Comparison 35
DebE Service Schedule 36
Total Prior Net Debt Service 37
_ _ _ _ _ _ ___ _ _
Debt Service To Maturity And To Calt 38
Ref 3 OMs � Issue Summary � 3! 5l2013 � 2:31 PM
� � �
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Refunding Summary
Dated 04/01/2013 � Delivered 04/16/2013
Issue
20Q7A 2008D Summary
Sources Of Funds
Par Amount of Bonds $4,460,000.00 $4,540,000.00 $9,000,000.00
___ _ _
__ . _ _. _ . _,
Reoffering Premium 4Q992.20 40,553.00 81,545.20
. __ . __ __ - _
Accrued Interest from 04(Ol/2013 to 04/16l2013 3,780.83 3,861.35 7,64218
_ _ _ _. _. _. _ _._ __
Total Sources $4,504,773.03 $4,584,414.35 $9,089,187.38
_ __. _ _ _ _ _ ___ _. .
Uses Of Funds
Deposit to Crossover Escrow Fund 4,428,6I9.24 4,510,005.61 8,938,624.85
_. _ _ _ __ _ __ __ . _ _ __ _ __ _ _.
Total Undeiwriter's Discount (0.796%) 35,48797 36,124.53 71,612.50
_ __. _ __ _ _ __ __. ___ __ ___ __.
CostsofIssuance 31,145.67 31,704.33 62,850.00
_ . . . _ _ . __ _..
Rounding .4mount 9,520.15 6,579.88 16,100.03
_ _ . _ _ __. . __ __
Total Uses $4,504,773.03 $4,584,414.35 $9,089,187.38
. _ _. _ _. __ _ _
Flow of Funds Detail
State and L.ocal Government Series (SLGS) rates for
__. _
_ _ _ _ _ _ __ _ _ __ _ __
Date of OMP Candidates
__ _ _ __ _ _. _ . ____ _ .___
Primary Putpose Fund Solution Method Net Funded Net Funded Net Funded
__. __ __ __ __. _. _. ._. _. _ ___
Total Cost of Investments $4,428,619.24 $4,510,005.61 $8,938,624.85
__ __ _ _. _ _ _ _ __ _ _ _..
Interest Earnings @ 0.762% 148,362.87 151,069.99 327,86130
_ _ _ _ _ _ ___. _ __.
Total Draws $4,576,982.11 $4,661,075.60 $9,238,057.71
_ __ _ _ _ _ __ . , __ __ _
PV Analysis Summary (Net to Net)
Net PV Cashflow Savings �a 1.999%(Bond Yield) 548,ll6.48 483,543.32 1,031,659.80
_ _ _ __ _ _ . _ _ ___ __ . . _
Contingency or Rounding Amount 9,52015 6,579.8& 16,100.03
__. _ _ _ _
Net Present Value Benefit $557,636.63 $490,123.20 $1,047,759.83
_ _ _ _ _ _ _ _
Net PV Benefit /$5,305,000 Refunded Principal 13.437% 11.601% 19.750%
__ _ _ __ _ _ __ _._ . --
Net PV Benefit 1$9,000,000 Refunding Principat 12.503% 20.796% 11.642%
_ _ _ __ _.
Bond Statistics
Average Life 14.298 Years 14.400 Years 14349 Years
__ _ _ ..
_ _ _ _ . __
Average Coupon 2.0806570% 2.0864670% 2.0835981%
__ _ _ _ __ __
Net Interest Cost (NIC) 2A720257% 2.0796930% 2.0759069%
_ _ __ . _ _ _. _.
Bond Yield for Arbitrage Purposes 1.9992005% 1.9992005% 1.9992005%
_ _
_ _ _ _
Ttue Interest Cost (TIC) 2.0593184% 2.0673852% 2.0633997%
_ _ _._ _
. _ _. _ _ _._
All Inclusive Cost (AIC) 2.1164314% 2.1241908°/a 2.1203572%
Ref 3 OMs � Issue Summary � 3/ 5t2013 � 231 PM
• � • '
' • ..-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Debt Service Comparison
Date 7otai P+i PCF Existing D/S Net New D/S Old Net DJS =, �tr�f�!
12/15/2013 129,407.71
(129,407.71) 751,432.50 735,332.47 751,432.50 � ��
12/15l2014 183,412.50 (183,412.50) 767,932.50 767,932.50 767,932.50 -
12/15l2015 183,412.50 (183,412.50) 778,525.00 778,525.00 778,525.00 -
12/15/2016 183,412.50 (183,412.50) 798,132.50 798,132.50 798,132.50
12/15I2017 183,412.50 ` `� �
(8,558,412.50} 9,196,357.50 821,357.50 821,357.50 -'
— - __ -- -
__ _ = _4 �-�,
12/1512018 328,412.50 - 485,610.00 814,022.50 838,052.50 2�,� pQ
12115{2019 330,875.00 - 516,095.00 846,970.00 868,537.50 a 21;5`�'� ��
12/15/2020 328,250.00 - 544,580.00 872,830.00 897,022.50 ��,��,.SQ.i
12t15/2021 330,625.00 - 571,005.00 901,630.00 923,447.50 �� ��,�1�,5�1.;
12115t2022 327,912.50 - 600,555.00 928,467.50 952,997.50 �'` �� 3�:Q�
_ s� ._-„� _.;
12J15/2023 885,200.00 - 72,730.00 957,930.00 980,172.50 �,' 2�,2�2 5tY;
12/ISl2024 982,687.50 � - - 982,687.50 1,004,897.50 ; 2�;���:t�
12/IS/2025 997,425.00 - - 997,425.00 1,017,422.50 ? ���9�"��4;
1211512026 1,005,325.00 - - 1,005,325.00 1,02'7,765.00 ,, µ. ; 22'��}�
12/15/2027 1,017,725.00 - - 1,017,725.00 1,041,437.50 �3�71�$U
___ __ _ _._ „;.
. _ __ _
_ __ _.
12/1512028 1,034,525.00 - -� 1 1,058,237.50 '% �23
12115J2029 1,075,152.50 - - 1,075,152.50 1,097,537.50 �=: ��;3}€�=(�t}.
12115I2030 1,088,545.00 - - 1,088,545.00 1,108,012.50 i�`,�r'�;�:
12/15/2031 1,095,145.00 - - 1,045,145.00 1,116,350.00 `� �p2(���.�
12/ 15/2032 - - - - 1,147,300.00 ��,14?,���;
Total $ll,690,862.71 (9,238,057J1) $15,082,955.00 $17,519,659.97 $18,996,570.00 ����
PV Anatysis Summary (Net to Net}
Gross PV Debt Service Savmgs ........ ....... 1,031,659.80
__ _ _ _
Net PV Cashflow Savings @ 1.999%(Bond Yield)..... 1,031,659.80
_ . _ _ ._
__ __ _ _ . __ _ ___ _.
Contingency or Rounding Amount... ......... 16,100.03
_ _ _ _ _ _ _. _ _ __ __ . _.. _
Net Present Value Benefit $1,047,759.83
. . __
_ ____ __
_ _ _ _ __._ __ _
Net PV Benefit /$9,300,624.62 PV Refunded Debt Service 11.265%
__ __ _
_ . . _.. _ __ _
Net PV Benefit /$5,305,000 Refunded Principal... 19.750%
_ _ _ _. . _ _ _ . __ _
Net PV Benefit 1$9,000,000 Refunding Principal.. 11.642%
__ ._ _ . _
__ __ _ _ _ .
Refunding Bond Information
Refunding Dated Date 4/01/2013
_ _ _ _ _. _. _.__ _ _ . _ ___ _ _ -__ .__
Refunding Delivery Date 4/16l2013
Ref 3 OMs � Issue Summary � 3t 5/2013 � 2:31 PM
• � •
� �
.�-
�
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Debt Service Schedule
Date Principai Coupon Interest Total P+I Fisca! Total
04l16l2013 - _ _ _ _
12l15/2013 - - 129,407.71 129,407.71 129,407.71
06/15/2014 - - 91,70625 91,706.25 -
12/15/2014 - - 91,70625 91,706.25 183,412.50
06/15/2015 - - 91,706.25 91,70625 -
__ _ . _ _. _ _ .
12(1512015 - - 91,706.25 91,70625 183,412.50
06/IS/2016 - - 91,706.25 91,706.25 -
12/IS{2016 - - 91,706.25 91,70625 183,412.50
06/15/2017 - - 91,70625 91,70625 -
12/15I2017 - - 91,706.25 91,706.25 _ _ 183,412.50
__ __ _ _ __
06l15/2018 - - 91,70625 91,706.25 -
12/1512018 145,000.00 1.750% 91,706.25 236,70625 328,412.50
06/ISl2019 - - 9�,437.50 90,437.50 -
12/15/2019 I50,000.00 1.750% 90,437.50 240,437.50 330,875.00
06l15f2020 - - 89,125.00 89,125.00 -
_. .__ __ __ _ _ _ __ __ _
12(15/2020 150,000.00 1.750% 89,125.00 239,125.00 328,250.00
06(15/2021 - - 87,812.50 87,812.50 -
12(15l2021 I55,000.00 1.750% 87,812.50 242,812.50 330,625.00
06l15/2022 - - 86,45625 86,456.25 -
12l15/2022 I55,000.00 1.750% 86,45625 241,456.25 327,912.50
06/15/2023 _ __ ___ _ _ 85,100.00 _ 85,100.00_ _ __ ._
12(15/2023 715,000.00 1.750% 85,100.00 800,100.00 885,200.00
06lIS/2024 - - 78,843.75 78,843.75 -
12t15l2024 825,000.00 1.850% 78,843.75 903,843.75 982,687.50
06/15/2025 - - 71,212.50 71,212.50 -
_ _ _ _.. _ _ . __ __ _ __ .
12/15/2025 855,000.00 2.000% 71,212.50 926,212.50 997,425.00
06115/2026 - - 62,662.50 62,662.50 -
12/15/2026 880,000.00 2.000% 62,662.50 942,662.50 1,Q05,325.00
06l15/2027 - - 53,862.50 53,862.50 -
12(15l2027 91Q000.00 2.000% 53,862.50 963,862.50 1,017,725.00
_ _ _. __ __ . __ _
06l15l2028 - - 44,762.50 44,762.50 -
12/IS/2028 945,000.00 2.050% 44,762.50 989,762.50 1,034,525.00
06/IS/2029 - - 35,076.25 35,076.25 -
12(IS(2029 I,005,000.00 2.150% 35,076.25 1,040,076.25 1,075,152.50
06l1512030 - - 24,272.50 24,272.50 -
_ _ _ __ _. __
12l15/2030 1,040,000.00 2.250% 24,272.50 1,064,272.50 1,088,545.00
06/15/2031 - - 12,572.50 12,572.50 -
12/IS/2 1,07Q 2 350% I2,572.50 1,082,572.50 1,095,145.00
Totai $9,000,000.00 - �2,690,862.71 SI1,640,862.71 -
Dated 410112013
_ . . __
Delivery Date 4l16l2013
_ __ _. _ _ _. __. .__ _ _ ._
First Coupon Date 12l15l2013
_ _ _ _ __ _ __ ._.
First available call date 12115l2022
_. _. _ . _ _ _ _ _._.
Call Price 100.0000000%
__ _ ___ _ __ __ __ . __ ___.
Accrued Interest from 04101/2013 to 04/16/2013 7,642.18
_ _ . __ _ __ .
Bond Year pollars $129,145.00
__ _ _ . _ _ . _ __
Average Life 14349 Years
_ . _. _ _ _.
_ _ _ .
Average Coupon 2.0835981%
_ _ __ __ _ _ ..._..
Net Interest Cost_�NIC) _ _ _ . 2.0759069°/p
_ .
True Interest Cost (TIC) 29b33947°fo
_ _ _ _ _ . _ _. .
All Inclusive Cost (AIC) 2.1203572°/q
_ __ _ _ _... _
Bond Yield for Arbitrage Puiposes _ __ . 1.9992005%0
Net Interest Cost 2.0011667%
_ _ _ _ _ _
Weighted Average Maturity 14.316 Years
Ref 3 OMs � Issue Summary � 3/512013 � 231 PM
• . •
• �_
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Pricing Summary
Type of Maturity
Maturity Bond Coupon Yield Value Price Dollar Price
1211 5/20 1 8 Serial Coapon 1.750°/a 0.850% 145,000.00 104966% 152,200.70
12/15/2019 Serial Coupon 1.750% 1.000% 150,000.00 104.822% 157,233.00
12/15/2020 Serial Coupon 1.750% 1.200% 150,000.00 104.015% 156,022.50
12/15/2021 Serial Coupon 1.750% 1.300% 155,000.00 103.675% 160,b96.25
12/15/2022 Serial Coupon 1.750% 1.450% 155,000.00 102.695% 159,177.25
. __
_ _ _ _ __ __ ___ __ __ _ _
12115/2023 Serial Coupon 1.750% 1.600% 715,000.00 101337% c 724,559.55
12/15/2024 Serial Coupon 1.850% 1.700% 825,000.00 101330% c 835,972.50
1 211 5 /202 5 Serial Coupon 2.000% 1.800% 855,000.00 101.765% c 870,090.75
12/15/2026 Serial Coupon 2.000% 1.850% 880,000.00 101.320% c 891,616.00
12115/2027 _ Serial Coupon 2.000% 1.950% 910,000.00 100.437% c 913,476.70
__ __
_. _ _ . _ _ _ __ _
12l15/2028 Seiial Coupon 2.050% 2.050% 945,000.00 100.000% 945,000.00
12/15/2029 Serial Coupon 2.150% 2.150% 1,005,000.00 100.000°/a 1,005,000.00
12/15/2030 Serial Coupon 2.250% 2.250% 1,040,000.00 100.000% 1,040,000.00
12115/2 Serial Coupon 2.350°/a 2350% 1,070,000.00 100.000% 1,070,000.00
Total - - - $9,000,000.00 - - $9,081,545.20
Dated 4/O1/2013
__ __ _ _ __.
__ . _ _
Delivery Date 4/16/2013
_. _
___._
_ ___ ._ _.
_ _ __. __ _ _
First Coupon Date 12/15l2013
__ _ _ __
__ _ _. .
First available call date 12/I S/2022
_ __ . _ _ __ ___ . . __
Call Price 100.00000d0%
_ _._ _ _ _ __ _. _.. _._ _..
Par Amount of Bonds $9,000,000.00
_ _ . _ _. __ _. _
Reoffering Premium or (Discount) 81,545.20
_ _ _. _ _ _ __ . ___ _ __ ._
Gross Production $9,081,545.20
_ _ _ _. _ _. _
Total Underwriter's Discount (0.796%) $(71,612.50)
_ _ . . _ _ _ __ . _._ __
Bid (100110%) 9,009,932.70
__
. __ . ___ . _ _. _.
Accrued Interest from 04/01/2013 to 04!] 6/2013 7,642.18
_. __ _ _.._ _ __ .
Total Purchase Price $9,017,574.88
Bond Yeaz Dollars $129,145.00
_ __ _ _ _ _ __
Average Life 14349 Yeais
__ _. _ _. _ __ _.
Average Coupon 2.0835981%
_ . _ _ _ _ ._.
Net Interest Cost (NIC) 2.0759069%
_ _ __ _ _ _
True Interest Cost (TIC) 2.0633997%
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
f . �
. .�,
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Proof Of Bond Yield @ 1.9992005%
Cumuiative
Qate Cashflow PV Factor Present Value PV
04/16/2013 - 1.000OOOOx - -
12/15l2013 129,407.71 0.9868803x 127,70991 127,709.41
06/15/2014 91,706.25 0.977ll 30x 89,60737 217,317.28
12/I S/2014 91,706.25 0.9674425x 88,720.52 306,037.81
06I15/2015 91,706.25 0.9578676x 87,842.45 393,880.25
_ _.
_ _ _ . _ _ __ _ ___ _ __ __
12(15/2015 91,706.25 0.9483875x 86,973.06 480,853.32
06I15/2016 91,706.25 0.9390013x 86,112.29 566,965.60
12/1512016 91,706.25 0.9297079x 85,260.03 652,225.63
06/1512017 91,706.25 0.9205065x 84,416.20 736,641.83
12/15/2017 91,706.25 09113962x 83,580.73 820,222.56
_ _ ___
. __ _ _ _ _ _
06/15/2018 91,706.25 0.9023761x 82,753.52 902,976.09
12/15/2018 236,706.25 0.8934452x 211,484.06 1,ll4,460.14
06/15l2019 9Q43'7.50 0.8846027x 80,001.26 1,194,461.40
12(15/2019 24Q437.50 0.8758477x 210,586.63 1,405,048.03
06(15/2020 _ 89,125.00 0.8671794x 77,28736 1,482,335.39
12/15/2020 239,125.00 0.8585968x 205,311.97 i,687,647.36
06/15f2021 87,812.50 0.8500993x 74,649.34 1,762,296.71
12/15/2021 242,812.50 0.8416858x 204,371.82 1,966,668.53
06/15/2022 86,456.25 0.8333555x 72,048.79 2,038,717.32
12/15/2022 241,456.25 0.8251078x 199,227.42 2,237,944.75
_ _ _. ___
_ _ _ ._
06(15/2023 85,100.00 0.8169416x 69,521.73 2,307,466.48
L2(15/2023 800,100.00 0.8088563x 647,165.91 2,954,63238
06l1512024 78,843.75 0:8008510x 63,142.09 3,017,774.48
12i 15l2024 903,843.75 0.7929249x 716,680.20 3,734,454.68
06/15/2025 71,212.50 0.7850773x 55,90731 3,790,361.99
_ _ _ _ __ _ . _ _
12/15/2025 426,212.50 0.7773073x 719,951.73 4,510,313.72
06J1512026 62,662.50 0.7696142x 48,225.95 4,558,539.67
12/15/2026 942,662.50 0.7619973x 718,306.27 5,276,845.95
06/15/2027 53,862.50 0.7544558x 40,636.87 5,317,482.82
12/15/2027 963,862.50 0.7469888x 919,994.54 6,037,477.36
_ _ . _.. _
__ . _ _ _. _ _ _. _ _ __
06(15l2028 44,762.50 0.7395958x 33,106. t 6 6,070,583.52
12/15/2028 989,762.50 0.7322760x 724,779.34 6,795,362.86
06(15/2029 35,076.25 0.7250286x 25,431.29 6,820,794.14
12/15/2029 1,040,076.25 0.7178530x 746,621.82 7,567,415.96
06/1512030 24,272.50 0.7107483x 17,251.64 7,584,667.60
_. _..
12lI S/2030 1,064,272.SQ 0.7037140x 748,943.46 8,333,611.06
06/15/203I 12,572.50 0.6967493x 8,759.88 8,342,370.94
12115l2031 1 ,082, 5 7 2.50 0.6898535x 746,816. 9,089,187.38
Total $11,690,862.71 - $9,089,187.38 -
Derivation Of Target Amount
Par Amount of Bonds $9,000,000.00
__ _
_. . __. __ _
Reoffering Premium or (Discount) 81,545.20
. __ _ _ _ . __ . __ _
Accrued Interest from 04/Ol/2013 to 04/16/2013 7,642.18
__. __ _
_. _ _ _ _ _ _
Original Issue Pmceeds $9,089,187.38
Ref 3 OMs � Issue Summary � 3/5/2013 � 2:31 PM
� • �
� � .�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Detail Costs Of Issuance
Dated 04/01l2013 � Delivered OM16/2013
COSTS OF ISSUANCE DETAIL
Financial Advisor $27,600.00
__ _._ _ __ _ _
_. ___ ___ _ _ __ _.._ ___
Bond Counsel $11,900.00
. _ . _ _ __ _ ._ _._ _._ _
Rating Agency Fee $11,250.00
__ _ _
_ . __ ___ _.__.
Registiar / Paying Agent $4,575.00
__ _ __ . _ . __ __
Escrow Agent $4,775.00
_ _ _ . _ __ _ _.
CPA / Verification $2,750.00
_ __ __ . _ __. . _ _ _ . _.
TOTAL $62,850.00
Ref 3 OMs � Issue Summary � 3/5l2013 � 2:31 PM
• • i �
.
.•- .
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Total Prior Net Debt Service
Date Principai Coupon Interest Total P+� Net D/S Fiscal Totai
04/16/2013 - - - - - -
06l15/2013 - - 250,71625 250,71625 25Q'716.25 -
12l15/2013 250,000.00 3.200% 250,716.25 500,716.25 500,716.25 751,432.50
06/15/2014 - - 246,466.25 246,466.25 246,466.25 -
12/15/2014 275,000.00 3.200% 246,466.25 521,466.25 521,466.25 767,932.50
_ __
_
_ _ _ __
06/ISl2015 - - 241,'762.50 241,762.50 241,762.50 -
12/15/2015 295,000.00 3.400% 241,762.50 536,762.50 536,762.50 778,525.00
06/15/2016 - - 236,566.25 236,566.25 236,566.25 -
12/15l2016 325,000.00 3.500% 236,56625 561,566.25 561,566.25 798,132.50
06l15/2017 - - 230,678.75 230,678.75 230,678.75 -
_ _ _ _
_ __ _ _ _ __ __ _ _.
12(15/2017 360,000.00 3.550% 230,678.75 590,678.75 59Q678.75 821,357.50
06/15/2018 - - 224,026.25 224,026.25 224,026.25 -
12/15/2018 390,000.00 3.600% 224,026.25 614,026.25 614,026.25 838,052.50
06/15/2019 - - 216,768.75 216,768.15 216,768.75 -
12/15/2019 435,000.00 3.700% 216,768.75 651,768.75 651,768.75 868,537.50
_. __ _ _ _ _ ___
06/IS/2020 - - 208,511.25 208,511.25 208,511.25 -
12/15l2020 480,000.00 3.750% 208,511.25 688,511.25 688,Sll.25 897,022.50
06/15/2021 - - 199,223.75 199,223.75 199,223.75 -
12/15/2021 525,000.00 3.800% 199,223.75 724,223.75 724,223.75 923,447.50
06J15/2022 - - 188,998.75 188,998.75 188,948.75 -
_ _._ _ . _ . _._ _ _
12tIS/2022 575,000.00 3.850% 188,998.75 763,998.75 763,998.75 952,997.50
06(15/2023 - - 177,586.25 177,586.25 177,586.25 -
12/15/2023 625,000.00 3.900% 177,586.25 802,58625 802,586.25 980,172.50
06(15/2024 - - 164,948.75 164,948.75 164,948.75 -
12(15/2024 675,000.00 3.950% 164,948.75 839,948.75 839,948.75 1,004,897.50
_ __ _ _ _. __
06/15/2025 - - 151,211.25 151,211.25 151,211.25 -
12/15(2025 715,000.00 4.050% 151,21125 866,21125 866,21125 1,017,422.50
06/15/2026 - - 136,382.50 136,382.50 136,382.50 -
12l15/2026 755,000.00 4.050% 136,382.50 891,382.50 891,382.50 1,027,765.00
06/15/2027 - - 120,718.75 120,718.75 120,718.75 -
. _. _
_ _ _ _ _. _. __ _
12/15I2027 800,000.00 4.Q50% 120,718.75 920,718.75 920,718.75 1,041,437.50
06l15(2028 - - 104,118.75 104,118.75 104,118.75 -
12l15/2028 850,000.00 4.050% 104,118.75 954,118.75 954,118.75 1,058,237.50
06l15/2029 - - 86,268.75 86,268.75 86,268.75 -
12l15/2024 925,000.00 4.200% 86,268.75 1,011,268.75 1,011,268.75 1,097,537.50
_ __ _ _ _ _ _ _. _ . __ _ _ __ __ .
06l15(2030 - - 66,506.25 66,506.25 66,506.25 -
12/15/2030 975,000.00 4.240% 66,506.25 1,041,506.25 1,041,506.25 1,108,012.50
06/ISi2031 - - 45,675.00 45,6'75.QQ 45,675.00 -
12/15(2031 1,025,000.00 4.200% 45,675.00 1,070,675.00 1,070,675.00 1,ll6,350.00
06/15/2032 - - 23,650.00 23,650.00 23,650.00 -
_ __ _ _ _ __. _ _ __
12l15/2032 1,100,000.00 4.200% 23,650.00 1,123,650.00 1,123,650.00 1,147,300.00
Total $12,355,000.00 - $6,641,570.00 $18,996,570.00 518,996,570.00 -
Sources Of Funds
Total Sources -
_ _ _ _ __ _ _ _ _ _ _ _ _
Uses Of Funds
Total uses -
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 231 PM
• . i
' .•-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Debt Service To Maturity And To Call
Refunded tnterest to
Date Bonds Cail D/S To Cal! Principal Interest Refunded D/S Fiscal Total
06l15/2013 - 176,221.25 176,221.25 - 176,221.25 176,221.25 -
12/15/2013 - 176,221.25 176,221.25 - 176,221.25 176,221.25 352,442.50
06/15/2014 - 176,221.25 176,221.25 - 176,221.25 1'76,221.25 -
12/15/2014 - 176,221.25 176,22L25 - 176,221.25 176,221.25 352,442.50
06/15l2015 - 176,221.25 176,221.25 - 176,221.25 176,221.25 -
__ . _ _ _
_ _ ._ _ _ _ . _ _
12/I S/2015 - 176,221.25 176,221.25 - 176,221.25 176,221.25 352,442.50
06/15/2016 - 176,221.25 176,221.25 - 176,221.25 176,221.25 -
12I15/2016 - 176,221.25 176,221.25 - 176,221.25 176,221.25 352,442.50
06lI S/2017 - 176,221.25 176,221.25 - 176,221.25 176,221.25 -
12115/2017 8,375,000.00 176,221.25 8,551,221.25 - 176,221.25 176,221.25 352,442.50
_._ _, _ _. . _.
06/15l2018 - - - - 176,221.25 176,221.25 -
12/IS/2018 - - - - 176,221.25 176,221.25 352,442.50
06/15/2019 - - - - 176,221.25 176,221.25 -
12l15(2019 - - - - 1'76,221.25 176,22125 352,442.50
06/15l2020 - - - - 176,221.25 176,221.25 -
_ _. _
_ _ _ . _ _ _ _ __ _. _ __
12/15/2020 - - - - 176,221.25 176,221.25 352,442.50
06/IS/2021 - - - - 176,221.25 176,221.25 -
12/15/2021 - - - - 176,221.25 176,221.25 352,442.50
06/IS/2022 - - - - 176,221.25 176,221.25 -
12115/2022 - - - - 176,221.25 176,221.25 352,442.50
_ _._ __ _.. _ __ _. _ _.... ___
06/15l2023 - - - - 176,221.25 176,221.25 -
12/IS/2023 - - - 555,000.00 176,221.25 731,221.25 907,442.50
06/IS/2024 - - - - 164,948.75 164,948.75 -
12/15/2024 - - - 675,000.00 164,948.75 839,948.75 1,004,897.50
06/1512025 - - - - 151,2t1.25 151,211.25 -
_ _ _ _._ _ ._
_ _. . . _ __ . __
12/15/2025 - - - 715,000.00 151,211.25 866,211.25 1,017,422.50
06/15/2026 - - - - 136,382.50 136,382.50 -
12/1512026 - - - 755,000.00 136,382.�0 891,382.50 1,027,765.00
06(15l2027 - - - - 120,718.75 120,718.75 -
12l15l2027 - - - 800,000.00 120,718.75 920,718.75 1,041,437.50
_ ___ _ . _ . _._ -- - _ _
06l15/2028 - - - - ]04,118.75 104,118.75 -
12/15/2028 - - - 850,000.00 104,118.75 954,118.75 1,058,237.50
06/15l2029 - - - - 86,268.75 86,268.75 -
12/15/2029 - - - 925,000.00 86,268.75 1,011,268.75 1,097,537.50
06/15/2030 - - - - 66,506.25 66,506.25 -
_ _ ._ ___ . _ _ _ __ _ __
12/15/2030 - - - 975,000.00 66,506.25 1,041,506.25 1,108,012.50
06l15l2031 - - - - 45,675.00 45,675.00 -
12115l2031 - - - 1,025,000.00 45,b75.00 1,070,675.00 1,116,350.00
06/15/2032 - - - - 23,650.00 23,650.00 -
12/15l2032 - - - 1,100,000.00 23,650.00 1,123,650.00 1,147,300.00
_ _ _ _ __
Total $8,375,000.00 $1,762,212.50 $10,137,212.50 $5,375,000.00 $5,675,827.50 $14,050,827.50 -
Yield Statistics
Average Life 15.756 Years
_ _ __
__ _.. _ .
Weighted Average Maturiry (Par Basis} 15.714 Years
_
_ _ _ _ _ . _ _ _
Average Coupon 43013674%
__ _. _ . _. _ _._ _ .. __
Refunding Bond Information
Refunding Dated Date 4lO1/2013
_ —_ _
_ _ _ __ ___ _
Refunding Delivery Date 4/16/2013
Ref 3 OMS � Issue Summary � 3/ 5Y2073 � 2:37 PM
� r �
� • .�-
�
Final
� of Apple Vailey, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Crossover Escrow Fund Cashflow
Date Principal Rate lnterest Receipts Disbursements Cash Balance
04/16/2013 - - - 196.41 - 146.41
04/2612013 - - 32,738.13 32,738.13 - 32,934.54
06/15l2013 - - 240.00 240.00 - 33,174.54
10/26/2013 - - 32,738.13 32,738.13 - 65,912.6'7
12/15I2013 64,000.00 d.750% 240.00 64,240.00 124,407.�1 744.96
_ . _ __ _ _ _.
02/07I2014 19,000.00 0.307% - 19,000.00 - 19,744.96
03(23/2014 40,000.00 0371% - 40,000.00 - 59,744.96
04/26/2014 - - 32,738.13 32,738.13 - 92,483.09
06/15/2014 - - - - 91,706.25 776.84
09/23l2014 51,000.00 0361% - 51,000.00 - 51,776.84
_ ____ _
__ .
10/26l2014 - - 32,738.13 32,�38.13 - 84,514.97
11/29/2014 33,000.00 0.887% - 33,000.00 - 117,514.97
12/IS/2014 - - - - 91,706.25 25,808.72
02/07/2015 34,000.00 0357% - 34,000.00 - 59,808.72
04/26/2015 - - 32,738.13 32,738.13 - 92,546.85
_. _ __ __ _.
_ __._
_ ._ ._ _ _ . _
06/IS/ZO15 - - - - 91,706.25 840.60
10/26/2015 - - 32,738.13 32,738.13 - 33,578.73
11/15/2015 59,000.00 - - 59,000.00 - 92,578.73
12l15/2015 - - - - 91,706.25 872.48
03/23f2016 34,000.00 0.497% - 34,000.00 - 34,872.48
_ __ __
____.__
.___ _
- - __ _
04/08l2016 25,000.00 0.569% - 25,000.00 - 59,872.48
04/26/2016 - - 32,738.13 32,738.13 - 92,610.61
06/IS/2016 - - _ - 91,706.25 90436
10/08I2016 38,000.00 0.689% - 38,000.00 - 38,904.36
IOl26i201b - - 32,738.13 32,738.13 - 71,642.49
_ _ _ __ __ _.__ _.
_ _ _._ . _ __ _
i l/15/2016 21,000.00 - - 21,000.00 - 92,642.49
12/15/2016 - - _ - 91,706.25 936.24
04/26/2017 - - 32,938.13 32,738.13 - 33,67437
O610112017 59,000.00 0.756% - 59,000.00 - 92,674.37
06/15/2017 - - - - 91,706.25 968.12
_ _ ._ _ _ . __
07/15I2017 6,000.00 0.859% - 6,000.00 - 6,968.12
10/26/201� 7,483,000.00 0.875% 32,738.13 7,515,738.13 - �,522,70b.25
IilIS/2017 944,000.00 0.887% - 944,000.00 - 8,466,706.25
12 / 1 5/2017 - - - - 8,466,706.25 -
Total $8,910,000.00 - $327,861.30 59,238,057.71 $9,238,057.71 -
Investment Parameters
Investment Model [PV, GIC, or Securities] SecuriHes
. __ . .__ _ .. . _ __ _
Default investment yield target Bond Yield
_ _
__ _ _ _._ __ _
Cash Deposit 196.41
_, _
. _ _ __ __
Cost of Inveshnents Purchased with Bond Proceeds 8,938,428.44
_ _ __
_ _ _
Total Cost ofInvestments $8,938,b24.85
__ _ _ __
_ . ___ __ _.
Target Cost of Investments at bond yield $8,453,165.82
_ . __ __. ..
Actual positive or (negative) arbitrage ._ . (485,459.03)
Yield to Receipt 0.7620965%
__ _ _
_ _ _ _ _. _
Yield for Arbitrage Purposes 1.9992005%
_ . _ __ _ _ _ _
State and Locai Government Series (SI,GS) rates for I 1l09/2012
. Ref 3 OMS � Issue Summary � 3/ 5/2013 � 2:31 PM
• • • �
� .•
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Escrow Summary Cost
Par Principal +Accrued
Maturity Type Coupon Yield Price Amount Cost Interest = Total Cost
Escrow
12/15/2013 T-NOTE 0.750% 0.107% 100-.136640 64,000 64,273.28 160.88 64,434.16
02/07/2014 FNMA-D 0307% 0312% 99-.747000 19,000 18,951.93 - 18,951.93
03l23/2014 FNMA-D 0371% 0.377% 99-.649000 40,000 39,859.60 - 39,859.60
09/23l2014 FNMA-D 0.361% 0.367% 99-.474000 51,000 50,731.74 - 50,731.74
1 U29/2014 FNMA-D 0.887% 0910% 98-.541000 33,000 32,518.53 - 32,518.53
_. _
. _ . _.. _ ___ _..
02l07/2015 FNMA-D 0.357% 0.364% 99-343000 34,000 33,776.62 - 33,776.62
11/15/2015 STRIPS - 0.289% 99-.257000 59,000 58,561.63 - 58,561.63
03l23/2016 FNMA-D 0.497% 0.511% 98-.519000 34�000 33�496.46 - 33�496.46
04/08/2016 FNMA-D 0.569% 0.585% 98-.281000 25,000 24,570.25 - 24,570.25
10l08/2016 FNMA-D 0.689% 0.714% 97-.567000 38,000 3'7,075.46 - 37,075.46
_. _ __ . __ . _
__ __ _. - ._ .
11/15/2016 STRIPS - 0.473% 98-323000 21,000 20,647.83 - 20,647.83
06/O1/2017 FNMA-D 0.756% 0.789% 96-.835000 59,000 57,132.65 - 57,132.65
07/15l2017 FNMA-D 0.859% 0.901% 96-300000 6,000 5,778.00 - 5,778.00
10/26/2017 FNMA 0.875% 0.749% ]00-.179200 7,483,000 7,524,904.80 30,919.34 7,555,824.14
11J15/2017 FNMA-D 0.887% 0.934% 95-.876000 944,000 905,069.44 - 905,069.44
Subtotal - - - $8,910,000 $8,907,348.22 $31,080.22 $8,938,428.44
Total - - $S 910 000 $8 907 348.22 $31 080.22 $8 938 428.44
Escrow
Cash Deposit 196.41
_._. _._
_ _ _ _ _ _. _
Cost of Investments Purchased with Bond Proceeds 8,938,428.44
. _ __ _ _ _ _
Total Cost of Investments $8,938,624.85
_ _ . _ _-_ ___ ___ . _ _.__..._
Delivery Date 4116l2013
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 231 PM
� � �
� • .�- i
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
� Primary Purpose Fund Proof Of Yield @ 0.7620965%
Cumulat'sve
Date Cashflow PV Factar Present Value PV
04/16/2013 - 1.000OOOOx - -
04/26/2013 32,738.13 0.9997887x 32,731.21 32,731.21
06/15/2013 240.00 0.9987542x 239.70 32,970.91
10(26/2013 32,738.13 0.9959935x 32,606.97 65,577.88
12l15/2013 64,240.00 0.9949629x 63,916.41 129,494.29
_ __ __ _ __ _ _ __ _. ___ __ __.
02107l2014 14,000.00 0.9938703x 18,883.54 148,377.83
03l23/2014 40,000.00 0.9929048x 39,716.19 188,094A2
04/26/2014 32,73R.13 0.9922127x 32,483.19 220,5'7'7.21
09J23/2014 51,000.00 0.9891357x 50,445.92 271,023.13
10l26/2014 32,738.13 0.9884462x 32,359.88 303,383A1
_ _ _ _ __ _ _ _ _
1 I/29/2014 33,000.00 0.9877573x 32,595.99 335,979.00
02/07/2015 34,000.00 0.9863391x 33,535.53 369,514.53
04/26/2015 32,738.13 0.9846941 x 32,237.04 401,751.58
10l26/2015 32,738.13 0.9809562x 32,114.67 433,866.25
1 U15/2015 59,000.00 0.9805624x 57,853.18 491,719.43
__ _ _ _
03/23/2016 34,000.00 0.9779141 x 33,249.08 524,968.51
04/08/2016 25,000.00 0.9776042x 24,440.10 549,408.61
04t26/2016 32,73813 0.9772324x 31,992.76 581,401.38
10l08/2016 38,000.00 0.9738932x 37,007.94 618,409.32
10l26/2016 32,73813 0.9735229x 31,871.32 650,280.63
. __ _ _ _ _ __ _ _ _. _ _ __.
11/15/2016 21,000.00 0.9731321x 20,435.77 670,716.41
04l26/2017 32,738.13 0.9698273x 31,750.33 702,466.74
06/O1/2017 59,000.00 0.9691104x 57,177.51 759,644.26
07l15/2017 6,000.00 0.9682099x 5,809.26 765,453.52
10/26/2017 ?,515,738.13 0.9661459x 7,261,29930 8,026,752.81
__ _ _ _ _ _..
. __ __ __
1 I/I S l2 0 1 7 944, 000.00 0.9657581x 911,675.63 8,938,428.44
Total $9,237,861.30 - $8,938,428.44 -
Composition Of Initial Deposit
Cost of Investments Purchased with Bond Proceeds 8,938,428.44
__ _ _ _ __ _ _ _ _ __ . _...
Adjusted Cost of Investments 8,938,428.44
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� � �
� • .�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Primary Purpose Fund Optimized Dedicated Portfolio
Par Principal +Accrued
Maturity Type Coupon Yietd $ Price Amount Cost Interest = Total Gost
12/15/2013 T-NOTE 0.750% 0.107% 100.4270000% 64,000 64,273.28 160.88 64,434.16
02/07(2014 FNMA-D 0.307% 0.312°/a 99.7470000°/a 19,000 18,951.93 - 18,951.93
03/23/2014 FNMA-D 0371% 0.377% 99.6490000% 40,000 39,859.60 - 39,859.60
09/23/2014 FNMA-D 0361% 0367% 99.4740000% 51,000 50,73t.74 - 50,731.74
11/29/2014 FNMA-D 0.887% 0.910% 98.5410000% 33,000 32,518.53 - 32,518.53
_ _. _ _ _ _. _ _ .. _ __
02J07(2015 FNMA-D 0.357% 0364% 99.3430000% 34,000 33,776.62 - 33,776.62
11/15/2015 STRIPS - 0.289% 99.2570000% 59,000 58,561.63 - 58,561.63
03(23/2016 FNMA-D 0.497% 0.511 % 98.5190000% 34,000 33,496.46 - 33,496.46
04/08/2016 FNMA-D 0.569% 0.585% 98.2810000% 25,000 24,570.25 - 24,5�0.25
10108/2016 FNMA-D 0.689% 0.714% 97.5670000% 38,000 37,075.46 - 37,075.46
. _ _ __ _ _
_ _. _ __. _ _ _ ___
I1l15(2016 STRIPS - 0.413% 983230000% 21,000 20,647.83 - 20,647.83
0610112017 FNMA-D 0.756% 0.789°/a 96.8350000% 59,000 57,132.65 - 57,132.65
07/15l2017 FNMA-D 0.859% 0.901% 963000000% 6,000 5,778.00 - 5,778.00
10/26(2017 FNMA 0.875% 0.749% 100.5600000% 7,483,000 7,524,904.80 30,91934 7,555,824.14
11/15/2017 FNMA-D 0.887% 0.934% 95.8759998% 944,000 905,069.44 - 905,069.44
_ ___ _. _ _ _ _
- - - - - $8,910,000 $8,907,348.22 $31,080.22 $8,938,428.44
Composition Of lnitial Deposit
Cash Deposit 196.41
_ . __ _
_ _ _
Cost of lnvestments Purchased with Bond Proceeds 8,938,428.44
_ __. _
_ _. __ _
Total Cost of Investments $8,938,624.85
Ref 3 OMs � Issue Summary ( 3/ 5/2073 � 231 PM
! • � • •
. �.�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Detailed Cash Flow Analysis
Event
Date Event Type Maturity Princlpal Coupon interest Cash Flow Balance
0 411 612 0 1 3 Transfer CASH - - - - 196.41 196.41
04/26/2013 Receipt FNMA 1O126/2017 - 0.875% 32,738.13 32,738.13 32,934.54
06(15/2013 Receipt T-NOTE 12l15/2013 - 0.750% 240.00 240.00 33,174.54
10(26/2013 Receipt FNMA 10/26/2017 - 0.875% 32,738.13 32,738.13 65,912.67
12(IS/2013 Receipt T-NOTE 12/15/2013 64,000.00 0.'750% 240.00 64,240.00 130,152.67
12/15l2013 _ Disburse __ _ _ _ _ _ _ (129,407.71) _ 744.96
02/07/2014 Receipt FNMA-D 02107(2014 19,000.00 0.307% - 19,000.00 19,744.96
03l23/2014 Receipt FNMA-D 03/23/2014 40,000.00 0371% - 40,000.00 59,744.96
04t26l2014 Receipt FNMA 10(2612017 - 0.875% 32,738.13 32,738.13 92,483.09
06(15l2014 Disburse - - - - (91,706.25} 776.84
_ _ . __ __ _
_ _ _ _ _ _... _. _
09/23/2014 Receipt FNMA-D 09/23/2014 51,000.00 0.361% - 51,000.00 51,776.84
10/26l2014 Receipt FNMA 10l26/2017 - 0.875% 32,738.13 32,738.13 84,514.97
llf29l2014 Receipt FNMA-D 11/29/2014 33,000.00 0.887% - 33,000.00 117,514.97
12/15/2014 Disburse - - - - (91,706.25) 25,808.72
02(07/2015 _ Receipt FNMA-D 02/07/2015 34,000.00 0.357% - 34,000.00 59,808.72
_ _ _ ___..
_ . _._ __.
04/26/2015 Receipt FNMA 10l26/2017 - 0.875% 32,738.13 32,738.13 92,546.85
06/15/2015 Disburse - - - - � (91,706.25) 840.60
10/26/2015 Receipt FNMA 10/26/2017 - 0.875% 32,738.13 32,738.13 33,578.73
11(IS12015 Receipt STRIPS 11/15l2015 59,000.00 - - 59,000.00 92,5']8.73
12/15l2015 Disburse - - - - (91,70625) 872.48
.. __ __ _.
03/23J2016 Receipt FNMA-D 03l23(2016 34,000.00 0.497% - 34,000.00 34,872.48
04/08/2016 Receipt FNMA-D 04/08/2016 25,000.00 0.569% - 25,000.00 59,872.48
04(26/2016 Receipt FNMA 10/26/2017 - 0.875% 32,738.13 32,73813 92,610.61
06/15/2016 Disburse - - - - (91,706.25) 90436
10/08l2016 Receipt FNMA-D 10108/2016 38,000.00 0.689% - 38,000.00 38,904.36
_ __ _
_ _ _._ _ _ _ __
10/26/2016 Receipt FNMA 10/26l2017 - 0.875% 32,738.13 32,738.13 71,642.49
11f15(2016 Receipt STRIPS 11/15/2016 21,000.00 - - 21,000.00 92,642.49
121I512016 Disburse - - - - (91,70b.25) 936.24
04/26/2017 Receipt FNMA 10/26/2017 - 0.875% 32,738.13 32,738.13 33,67437
06(01/2017 Receipt FNMA-D 06/Ol(2017 59,000.00 0.756% - 59,000.00 92,674.37
_ _ _ _. __ _ _ ._.
06/15/2017 Disburse - - - - (91,706.25} 968.12
07/15/201� Receipt FNMA-D 07/15(2017 6,000.00 0.859% - 6,000.00 6,968.12
10l26l2017 ReCeipt FNMA 10/26/2017 7,483,000.00 0.875% 32,738.13 7,515,738.13 7,522,706.25
11l15/2017 Receipt FNMA-D 11/15/2017 944,000.00 0.8&7% - 944,000.00 8,46b,706.25
12l15/2017 Disburse - - - - (8,466,706.25) -
. _ . _ _ _. _ __ _ . _.___
Total - - - $8,910,000.00 - $327,861.30 - -
Date And Term Structure
Dated 4/O1l2013
_ _ _ _ _.
Delivery Date 4l16/2013
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� • t
� � .�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 12/15I2013 T-NOTE
Date Principal Interest Cashflow
04/16(2013 - _ _
06{15/2013 - 240.00 240.00
12/1 64,000.00 240.00 64,240.00
Total $64,000.00 $480.00 $64,480.00
Ref 3 OMs � Issue Summary � 3/5/2013 � 2:31 PM
� � � '
� • .s-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 2/07/2014 FNMA-D
Date Principal Cashflow
04/16(2013 - -
02(0 19,000.00 19,000.00
Total $19,000.00 514,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 ( 2:31 PM
s . •
� . ..-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 3i23/2014 FNMA-D
Date Principai Cashflow
04116/2013 _ _
03 l2 3/ 2 0 14 40,000.00 40,000.00
Total $40,000.00 $40,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2073 � 231 PM
• . 1
• • ..- .
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 9l23/2014 FNMA-D
Date Principal Cashflow
04(16(2013 - -
09/23/2014 51,00 51,000.00
Total $51,000.00 $51,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� • �
� • .��
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 11129I2014 FNMA-D
Oate Principal Cashflow
04l1612013 _ _
11 33,000.0 33,000.00
Total $33,000.00 $33,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 231 PM
� � � �
� � .��
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 2l07/2015 FNMA-D
Date Principal Cashflow
04/16/2013 _ _
02107/2015 34, 000.00 34,000.00
Total $34,000.00 $34,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� � �
� • .�- •
Final
Cit� of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 11/15I2015 STRIPS
Date Principal Cashflow
04l16(2013 _ _
11 59,000.00 59,000.00
Total $59,000.00 $59,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� • �
� � '.�- !
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 3/23/2016 FNMA-D
Date Principai Cashflow
04/16/2013 _ _
03(23l2016 3 34,000.00
Total $34,000.00 $34,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� � /
� •.�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 4/08/2016 FNMA-D
Date Principal Cashflow
04/16/2013 _ _
04/08/2016 25,000.00 25,000.00
Total $25,000.00 $25,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� � �
�
.�-
Final
City of A pple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 10i08/2016 FNMA-D
Date Principai Cashflow
04/16/2013 _ _
10108/2 38,000.00 38,000.00
Total $38,000.00 $38,000.00
Ref 3 OMs � issue Summary � 3! 5/2013 � 2:31 PM
� � •
� �.�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 11/15/2016 STRIPS
Date Principai Cashflow
04/16/2013 - -
11/15/201 21,000.00 21, 000.00
Total $21,000.00 521,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� � �
� • .�-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 6/Ol/2017 FNMA-D
Date Principal Cashflow
04/I6/2013 _ _
06l 59,000.00 59,000.00
Total $59,000.00 $59,000.00
Ref 3 OMs ( Issue Summary � 3/ 5/2013 � 231 PM
• . •
� • ..-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 7/15/2017 FNMA-D
Date Principal Cashflow
04/16(2013 - -
07/ 6,000.00 6,000.00
Total $6,000.00 $6,000.00
Ref 3 OMs � Issue Summary � 3/ 5/2013 � 2:31 PM
� � �
� • .�- •
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 10/26/2017 FNMA
Date Principal Interest Cashflow
04/16(2013 - _ _
04/2612013 - 32,73813 32,738.13
10l26/2013 - 32,738.13 32,738.13
04/26l2014 - 32,738.13 32,738.13
10/26/2014 - 32,73813 32,73813
_ _ _ __ _ _ _
04/26/2015 - 32,738.13 32,738.13
10/26{2015 - 32,738.13 32,738.13
04/26/2016 - 32,738.13 32,738.13
10/26/2016 - 32,'738.13 32,738.13
04/26/2017 - 32,738.13 32,738.13
__ _ _ __ _ _ _
_ ._ __ __ _ _.
10/26/2017 7,483,000.00 32,738.13 7,515,738.13
Total $7,483,000.00 $327,381.30 $7,810,381.30
Ref 3 0Ms � �ssue Summary � 3/ 5/2013 � 2:31 PM
� � � �
� • .�'
Finai
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
Individual Cash Flow for 11/15/2017 FNMA-D
Date Principal Cashflow
04I16/2013 _ _
i l/I S(2017 9 944,000.00
Total $944,000.00 $944,000.00
Ref 3 OMs � Issue Summary � 3! S/2013 � 2:31 PM
� � �
� • .�•
Final
Cit,y of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2007A
Refunding Summary
Dated 04I0112013 � Delivered 04I16/2013
Sources Of Funds
Par Amount of Bonds $4,460,000.00
_ _. _ _ _ __
_ ._ _- -. _ __. _
Reoffering Premium 40,992.20
_. _
_ _ _ __ __ __ _ _
Accrued Interest from 04/O1(2013 to 04/16/2013 3,780.83
_ . _ __ _ _ ___ __. __
Total Sources $4,504,773.03
__ _ _ __ _ _. __. _
Uses Of Funds
Deposit to Crossover Escmw Fund 4,428,61924
_ __
.__ _
_ _ _ _ _ __ __
Tota1 Underwriter's Discount (0.796%) 35,487.97
_ _ __ . — _ _ ___
Costs of Issuance 31,145.67
_ _ __ _ _ ____
Rounding Amount 9,520.15
._ _ _ _
_ _ _ _ _ _ . __.
Total Uses $4,504,773.03
. __ _ .. _
__ __ _ _ _ _ _ _ . _.
Flow of Funds Detail
State and Local Government Series (SLGS) rates for
_ _ __ __ ._ _ _ __ _ _
Date of OMP Candidates
__ _ _
_ __ _ _. _.. _ .
Crossover Esanw Fund Solution Method Net Funded
_ _ ___ _.
. _ ___ _
Total Cost of Investments $4,428,619.24
_. __
_ _ __ __ __
Interest Earnings @ 0.739% 148,362.87
. __ _. _ _ _ __ __ __ __
Total Draws $4,576,982.11
_ _ __ _ _ _ __
lssues Refu�ded And Call Dates
07aold 12/15/2017
_ _ _ _ __ _ __. __ _ _.__
PV Ana}ysis Summary (Net to Net)
Net PV Cashflow Savings @ 1.999%(Bond Yield) 548,116.48
_ _ _. _ __.
Contingency or Rounding Amount 9,520.15
_ . __ _ . . _
Net Present Value Benefit $557,636.63
_. _ . _ _ ._ _ _ _ _ . _
Net PV Benefit ($4,150,000 Refunded Principal 13.437%
_ __ _ _. __ _.. _ ___ _._ _. ...
Net PV Benefit /$4,460,000 Refunding Principal 12.503%
. _ __
_ . __ .
Bond Statistics
Average Life 14.298 Years
_ _ _ _. _ _ __
Average Coupon 2.0806570%
_ __ . _ _ _ __
Net Interest Cost (NIC) � 2.0720257%
__ _ __ _ __ _ _ __ _ _
Bond Yield for Arbitrage Puiposes 1.9992005%
_ ___ _
_ _ _. _._ _ _ _ _. _
True Interest Cost (TIC) 2.0593184%
_ . __ _
_ _ _ __ _
All Inclusive Cost (AIC) 2.1164314%
Rei 3 OMs � 2007A � 3/ 5/2013 � 2:31 PM
• � •
� �
.�'
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2007A
Debt Service Comparison
Date Total P+I PCF Existing D/S Net New D/S Old Net D/S Savings
12l15(2013 64,022.11 (b4,02211) 377,425.00 367,904.85 377,425.00 9,520.15
12/15/2014 90,740.00 (90,740.00) 382,925.00 382,925.00 382,925.00 -
12/15/2015 90,740.00 (90,'740.00) 387,997.50 387,997.50 387,997.50 -
12/I S/2016 90,740.00 (90,740.00) 397,705.00 39'7,'705.00 397,705.00 -
12/15l2017 90,740.00 (4,240,740.00) 4,556,705.00 406,705.00 406,705.00
__ _ _ _ _. _ _ _ _ _-_
12115/2018 165,740.00 - 235,980.00 401,720.00 414,967.50 13,247.50
12/15l2019 164,427.50 - 248,665.00 413,092.50 427,652.50 14,560.00
12/15/2020 163,115.00 - 260,475.00 423,590.00 439,462.50 15,872.50
12/15/2021 166,802.50 - 271,275.00 438,077.50 450,262.50 12,185.00
12/15(2022 165,402.50 - 286,275.00 451,677.50 465,262.50 13,585.00
_ _ _ __
12/15l2023 464,002.50 - - 464,002.50 478,987.50 14,985.00
12/15/2024 477,352.50 - - 477,352.50 491,387.50 14,035.00
12/15l2025 489,952.50 - - 489,952.50 502,737.50 12,'785.00
12/15/2026 496,552.50 - - 496,552.50 512,862.50 16,310.00
12{15l2027 507,852.50 - - 507,852.50 521,925.00 14,072.50
_. _ __ ___ _._. _ _ __ ___._ . ___._ __ ._
12/IS/2028 513,752.50 - - 513,752.50 529,925.00 16,172.50
12/15/2029 524,117.50 - - 524,117.50 536,437.50 12,320.00
12/15/2030 528,582.50 - - 528,582.50 541,862.50 13,280.00
12l15t2031 532,220.00 - - 532,220.00 546,200.00 13,980.00
12/15/2032 - - - - 574,200.00 574,200.00
_ __ _ _ _ _ _
Total $5,786,854.61 (4,5'76,98211) $7,405,427.50 $8,605,779.85 $9,386,890.00 $781,ll0.15
PV Analysfs Summary (Net to Nef)
Gross PV Debt Service Savings ..................... 548,116.48
__ _ _ _ _ _. . _
Net PV Cashflow Savings @ 1.999%(Bond Yield)..... 548,116.48
_ __ ._ _ _ _. _ _
Contingency or Rounding Ainount... .......... 9,52015
_ . _. __ _ _ _ _ _
Net Present Value Benefit $557,636.63
_ _ _ _ __ __. _ _ _ __ __ _ _ _
Net PV Benefit /$4,644,743.28 PV Refunded Debt Service 12.006%
_ _ _ _ ___ _ _. _ _ ___ __ _
Net PV Benefit /$4,150,000 Refunded Principai... 13.437%
. __. _ _ _ _._ _.__
Net PV Benefit /$4,460,000 Refunding Principal.. 12.503%
_ __ _ __ . . _ __
Refunding Bond information
Refunding Dated Date 4/Ol/2013
. _. _ _ _. _ . . _
Refunding Delivety Date 4f 16l2013
Ref 3 OMs � 2007A ( 3/ 5/2013 � 2_31 PM
� � �
� • .�- 1
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2007A
Debt Service Schedule
DaRe Principal Coupon interest Total P+1 Fiscat Totai
04l16/2013 - _ _ _ _
12TI512013 - - 64,02211 64,02211 64,022.11 �
06/15/2014 - - 45,370.00 45,370.00 -
12/15/2014 - - 45,370.00 45,370.00 90,740.00
06l15l20I5 - - 45,370.00 45,370.00 -
_ _ _ _ __. _ _
12/15/2015 - - 45,370.00 45,370.00 90,�40.00
06/IS/Z016 - - 45,370.00 45,370.00 -
12/15/2016 - - 45,370.00 45,370.00 90,740.00
O6/15/2017 - - 45,370.00 45,370.00 -
l2/15/2017 - - 45,370.00 45,370.00 90,740.OQ
__ _ __ . _. _ _._.
O6l15l2018 - - 45,370.00 45,370.00 -
l2/15/2018 75,000.00 1.750% 45,370.Q0 120,370.00 165,740.00
06/ISl2019 - - 44,713.75 44,713.75 -
l2/1512019 75,000.00 1.750% 44,713.75 119,713.75 164,427.50
06/15/2020 - - '�4,05�.50 . 44,057.50 . -
12f15/2020 �5,000.00 1.750% 44,057.50 119,057.50 163,115.00
06115/202/ - - 43,401.25 43,401.25 -
12lt5l2021 80,000.00 1.�50% 43,40125 123,40125 166,802.50
Q6l15/2022 - - 42,70125 42,70125 -
12/15/2022 80,000.00 1.750% 42,701.25 122,701.25 165,402.50
_ _ _ _.
__ _ _ _. ___
06l15l2023 - - 42,001.25 42,001.25 -
12lIS/2023 38Q000.00 1.750% 42,001.25 422,001.25 464,002.50
06/IS/2024 - - 38,676.25 38,67625 -
l2/15(2024 400,000.00 1.850% 38,676.25 438,676.25 477,352.50
06l15/2025 - - 34,976.25 34,976.25 -
_ _ _ _ __ . __.
12l15l2025 420,000.00 2.000% 34,976.25 454,976.25 489,952.50
O6/l5/2026 - - 30,'77625 30,776.25 -
12/LS/2026 435,000.00 2.000% 30,77625 465,79625 496,552,50
06/15(2027 - - 26,42625 2b,426.25 -
12/15/2027 455,000.00 2.000% 26,42G.25 481,42625 507,852.50
_ . _ _ __ _ _.. .
06/15/2028 - - 21,87625 21,87625 -
l2/LS/2028 470,000.00 Z.O50% 21,8�625 49L,876.25 513,752.50
06/LS/2029 - - 17,058.75 17,058.75 -
12/IS/2029 490,OQ0.00 2.150% 17,058.75 SQ7,058.75 524,1I7.50
06115/2030 - - 11,791.25 11,79125 -
_ _ . _ _ __ . __ _.
12lISl2030 505,000.00 2.250% 11,791.25 516,�9125 528,582.50
06/IS/2031 - - 6,I10.00 6,II0.00 -
I2 /15/2031 520,000.00 2.350% 6,110.00 526,110.00 532,220.00
Total $4,460,000.00 - $1,326,854.61 $5,786,854.61 -
Dated 4/Ol/2013
_ . _ _. _ _ _ _ __
Delivery Date 4116l2013
__ _. __ __ __._ __ ___.
First Coupon Date 12/ l5l2013
__ _. _ _ _. _ __ __ . .
Firstavailable call date 12/IS/2022
_ _ . _ _ __ _ _ _ _ __ __
Call Price 100.0000000 %
.__
_ _ _ _ _ _ _ ___ _
Accrued Interest from 04lO1/2013 to 04/16l2013 3,780.83
_ _ _. _.. _ _. ___ _
Bond Year pollars $63,770.94
_. _ _
_ _ _
Average Life _ 14.298 Years
_. _ _ _ _ ___
Average Coupon 2.0806570%
_ _ _ _ .
Net Interest Cost (NIC) 2.0720257%
__ _ _._ _ __ _ _
Ttue Interes[ Cost (TIC) 2.0593184%
. _ _ _ _ _ _ _ _ _ _ _
All Inclusive Cost (AIC� 21 1643 1 4 %
__
_ _ ..
__ __. _ ._
Bond Yield for Arbitrage Purposes 1.9992005%
_ _ _
. _ _ _ _ _
Net Interest Cost 1.9969108"/0
__
_ _
Weighted Average Maturiry 14.264 Years
� Ref3�OMs � 2007A � 3J5l2013 � 2:31 PM .
� � �
•-
.
Final
Ci of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2007A
Total Prior Net Debt Service
Fiscai
Date Principal Coupon Interest Total P+1 Net D1S Total
04/16/2013 - _ _ _ _ _
_ 06/15/2013 - - 126,212.50 126,212.50 126,212.50 -
12/15/2013 125,000.00 3.600% 126,212.50 251�212.50 251,212.50 377,425.00
O6/15l2014 - - 123,462.50 123,962.50 123,962.50 -
12/15l2014 135,000.00 3.650% 123,962.50 258,962.50 258,962.50 382,925.00
_ _ _ .._.
_ __ _ ___ _.
06/1512015 - - 121,498.75 121,498.75 121,498.75 -
12/15/2015 145,000.00 3.650% 121,498.75 266,498.75 266,498.75 387,991.50
06/15l2016 - - ll8,852.50 118,852.50 118,852.50 -
12/15l2016 16Q000.00 3.750% ll8,852.50 278,852.50 278,852.50 397,705.00
06/1512017 - - 115,852.50 115,852.50 115,852.50 -
_
12115l2017 175,000.00 3.850% 115,852.50 290,852.50 290,852.50 406,705.00
06l15/2018 - - 112,483.75 112,483.75 112,483.75 -
12/1512018 190,000.00 3.850% 112,483.75 302,483.75 302,483.75 414,967.50
06/15/2019 - - 108,826.25 108,826.25 108,826.25 -
12/15l2019 210,000.00 3.900% 108,826.25 318,826.25 318,826.25 427,652.50
_ _
. . . .__ . __ _.. _
06I15/2020 - - 104,731.25 104,731.25 104,731.25 -
12/15l2020 23Q000.00 4.000% 104,731.25 334,731.25 334,731.25 439,462.50
06l15l2021 - - 100,131.25 100,131.25 100,131.25 -
12/15(2021 250,000.00 4.000% 100,131.25 350,131.25 350,131.25 450,262.50
06/IS(2022 - - 95,131.25 95,131.25 95,131.25 -
_ _ _ _ _
12/15l2022 275,000.00 4.100% 95,131.25 370,131.25 370,131.25 465,262.50
06/l5/2023 - - 89,493.75 89,493.75 89,493.75 -
12/15l2023 300,000.00 4.200% 89,493.75 389,493.75 389,493.95 478,987.50
06l15/2024 - - 83,193.75 83,193.75 83,193.75 -
12/15/2024 325,000.00 4.200% 83,193.75 408,193.75 408,193.75 491,38'7.50
. _ __ __ _._
__ _ _._
06/15/2025 - - 76,368.75 76,368.75 76,368.75 -
12/IS/2025 350,000.00 4.250% 76,368.75 426,368.75 426,368.75 502,737.50
06/15/2026 - - 68,931.25 68,931.25 68,931.25 -
12/1512026 375,000.00 4.250% 68,931.25 443,931.25 443,931.25 512,862.50
06/15/2027 - - 60,962.50 60,962.50 60,962.50 -
_ _ __ __ _ _ __ _ _
12/15(2027 400,000.00 4.250% 60,962.50 460,962.50 460,962.50 521,925.00
06/15l2028 - - 52,462.50 52,462.50 52,462.50 -
12/15l2028 425,000.00 4.350% 52,462.50 477,462.50 477,462.50 529,925.00
06/15/2029 - - 43,218.75 43,218.75 43,218.75 -
12J15/2029 450,000.00 4.350% 43,218.75 493,218.75 493,218.75 536,437.50
__ _
_._ _ _
_ __ . . __ ._
06/15/2030 - - 33,431.25 33,431.25 33,431.25 -
12/15l2030 475,000.00 4350% 33,431.25 508,431.25 508,431.25 541,862.50
06115t2031 - - 23,100.00 23,100.00 23,100.00 -
12/15/2031 500,000.00 4.400% 23,100.00 523,100.00 523,100.00 546,200.00
06/15l2032 - - 12,100.00 12,100.00 12,100.00 -
_ _ _ . _ __.
12/15(2032 550,000.00 4.400% 12,100.00 562,100.00 562,100.00 574,200.00
Total $6,045,000.00 - $3,341,890.00 $9,386,890.00 $9,386,890.00 -
Sources Of Funds
Total Sources -
_ ._._ _
__
_ __
_ _ _ _.. _ _. _. _
Uses O# Funds
Total uses _
Ref 3 OMs � 2007A � 3/ 5l2013 � 2:31 PM
� � �
� .�'
�
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2007A
Debt Service To Maturity And To Call
Refunded interest to
Date Bonds Cali D/S To Call Principal Interest Refunded DtS Fiscal Total
06/15/2013 - 89,493.75 89,493.75 - 89,493.75 89,493.75 -
12/15/2013 - 89,493.75 89,493.75 - 89,493.75 89,493.75 178,987.50
06/15l2014 - 89,493.75 89,493.75 - 89,493.75 89,493.75 -
12/15/2014 - 89,493.75 89,493.75 - 89,493.75 89,493.75 178,989.50
O6J15/2015 - 89,493.75 89,493.75 - 89,493.75 89,493.75 -
_ _ _ __ _
_ _ _ _ ._ _._
12/15l2015 - 89,493.75 89,493.75 - 89,493.75 89,493.75 I78,987.50
06(i5t2016 - 89,493.75 89,493.75 - 89,493.75 89,493.75 -
12/15/2016 - 89,493.75 89,493.75 - 89,493.75 89,493.75 178,987.50
06(15/2017 - 89,493.75 89,493.75 - 89,493.75 89,493.75 -
12/15l2017 4,150,000.00 89,493.75 4,239,493.75 - 89,493.75 89,493.75 178,987.50
_.
_ _ _... __ .. _
06/15/2018 - - - - 89,493.75 89,493.75 -
12/15/2018 - - - - 89,493.75 89,493.75 178,987.50
06/I S/2019 - - - - 89,493.75 89,493.75 -
12/15l2019 - - - - 89,493.75 89,493.75 178,937.50
06/15/2020 -. . - . - - 89,493.75 89,493.75 -
. _ _ _
12/15l2020 - - - - 89,493.75 89,493.75 178,987.50
06/IS/2021 - - - - 89,493.75 89,493.75 -
12l15/2021 - - - - 89,493.75 89,493.75 178,987.50
06/15/2022 - - - - 89,493.75 89,493.75 -
12l15/2022 - - - - 89,493.75 89,493.75 178,987.50
_ __ _ _ _.
_ . _ _.__ _.
06/15/2023 - - - - 89,493.75 89,493.75 -
12lIS/2023 - - - 300,000.00 89,493.75 389,493.75 478,487.50
06lIS/2024 - - - - 83,193.75 83,193.75 -
12/15/2024 - - - 325,000.00 83,193.75 408,193.75 491,387.50
06/15/2025 - - - - 76,368.75 76,368.75 -
12/15/2025 - . . 350,000.00 76,368J5 426,368.75 502,737.50
06/15/2026 - - - - 68,931.25 68,931.25 -
12/15l2026 - - - 375,000.00 68,931.25 443,931.25 512,862.50
06/15/2027 - - - - 60,962.50 60,962.50 -
12/15/2027 - - - 400,000.00 60,962.50 460,962.50 521,925.00
06/15/2028 _ . _ _ _ 52,462.50 __ 52,462.50 __ _
12/15/2028 - - - 425,000.00 52,462.50 477,462.50 529,925.00
Q6/15l2029 - - - - 43,218J5 43,2t8.75 -
12/15/2029 - - - 450,000.00 43,218.75 493,218.75 536,437.50
06/15l2030 - - - - 33,431.25 33,431.25
__._ _ -
_ __ _ __ _ _ _
12/15/2030 - - - 475,000.00 33,431.25 508,431.25 541,862.50
06/15/2031 - - - - 23,100.00 23,100.00 -
12/15/2031 - - - 500,000.00 23,100.00 523,100.00 546,200.00
06l15/2032 - - - - 12,100.00 12,100.00 -
12/15/2032 - - - 550,000.00 12,100.00 562,100.00 574,200.00
_._ _ .. __ . _
__. . __ __ __._ __.__
Total $4,150,000.00 $894,937.50 S5,044,93�.50 $4,150,000.00 $2,876,400.00 $7,026,400.00 -
Yield Statistics
Average Life 15.730 Years
_ . __.
_ _ __
Weighted Average Maturity (Par Basis) 15.688 Years
_
_ _ _ _. ___
Average Coupon 4.4063812%
_ __ .
Refunding Bond Information
Refunding Dated Date 4101/2013
Refunding Delivery Date . _._ _ . _ _ _ _ __ . _ 4/16l2013
Ref 3 OMS � 2007A � 3! 5/'2073 � 2:31 PM
• • / �
• �
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2008D
Refunding Summary
Dated 04I0112013 � Delivered OM16/2013
Sources Of Funds
Par Amount of Bonds $4,540,000.00
__ _ _ __
Reoffering Premium _ _ _ _ __ 40,553.00
__ _ _ _.
Accrued Interest from 04/Ol/2013 to 04/16/2013 3,86135
_. __ _ _ _ _ _ __, __.
Total Sources $4,584,414.35
_ _.
__ __ _ _ _ _ _._ _
Uses Of Funds
Deposit to Crossover Escrow Fund 4,510,005.61
_ _ _ . _ __ _ _ __ ___
Total Underwriter's Discount (0.796%) _ 36,124.53
_ _ _ _ _ __ __.
Costs of Issuance 31,70433
RoundingAmount _ _ __ .__ . _ 6,579.88
. _ _ __ _ _ _ _ ..
Tota1 Uses . _. _ $4,584,414.35
_._ _ . _ __ .
Flow of Funds Detail
State and Local Government Series (SLGS) rates for
__
_ _ _
Date of OMP Candidates
_ _. .___ _ _
_ __
_ . __
_ __ _ __
Crossover Escrow Fund Solution Mekhod Net Funded
. __ _ _
_ _ __ __ _ _ __
Total Cost of Investments $4,510,005.61
_ . _ _ _.__. . _
Interest Earnings @ 0.739% 151,069.99
_ __ _ _ . __
Total Draws $4,661,075.60
__ . _ _
_ _ __
Issues Refunded And Cali Dates
08dold 12l15l2017
_.
_ _
_ _ _ _ . _ _ ____ _ _
PY Analysis Summary (Net to Net)
Net PV Cashflow Savings @ 1.999%(Bond Yield) 483,54332
__ _ . __ __ __ __.. _ .
Contingency or Rounding Amount _ _ _... 6,579.88
Net Present Value Benefit $490,123.20
_ _ __ _ __ _
Net PV Benefit /$4,225,000 Refuuded Principal 11.601%
_ __ _
_ _ _ _._ __ __.___..
Net PV Benefit t$4,540,000 Refunding Principal 10.796%
_ _ _ _ _ ___
Bond Statistics
Average Life _ 14.400 Years
__ __ _ _.. _ _
Average Coupon __ 2.0864670%
__ _ _ _ _. _ . __ _ _.
Net Interest Cost (NIC) 2.0796930%
_ _ _
_ _ _. _ _ - _ _ _
Bond Yield for Arbitrage Purposes 1.9992005%
__ _ _ _ _ __.
_.. _ _ _ _ _ _
True Interest Cost (TIC) 2.0673852%
_ ___ _ __ _ __ _ _
All Inclusive Cost (AIC) 2.1241908%
Ref 3 OMS � 2008D � 3/ 5/2013 � 2:31 PM
� � �
� .!-
Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2008D
Debt Service Comparison
Date Totat P+� PCF Existing D/S Net New D/S Old Net D/S Savings
12/15l2013 65,385.60 (65,385.60) 374,007.50 3b7,427.62 374,007.50 6,579.88
12/15l2014 92,672.50 (92,672.50) 385,007.50 385,007.50 385,007.50 -
12(15l2015 92,6'72.50 (92,6'72.50) 390,527.50 390,527.50 390,527.50 -
12/I S/2016 92,672.50 (92,672.50) 400,427.50 400,427.50 400,427.50 -
12/15l2017 92,672.50 (4,317,672.50) 4,639,652.50 414,652.50 414,652.SQ -
__ _ _ __ _
12/1512018 162,672.50 - 249,630.00 412,302.50 423,085.00 10,782.50
12/15/2019 166,44'7.50 - 267,430.00 433,877.50 440,885.00 7,007.50
12115/2020 165,135.00 - 284,105.00 449,240.00 457,560.00 8,320.00
12/15l2021 163,822.50 - 299,730.00 463,552.50 473,185.00 9,632.50
12I15/2022 162,510.00 - 314,280.00 476,790.00 487,735.00 10,945.00
_ _ __
_ _ _ _ _. _ .. _.
12/15/2023 421,197.50 - 72,730.00 493,927.50 501,185.00 7,257.50
12/15/2024 505,335.00 - - 505,335.00 513,510.00 8,175.00
12/15/2025 507,472.50 - - 507,472.50 514,685.00 7,212.50
12/15/2026 508,772.50 - - 508,772.50 514,902.50 6,130.00
12/15/2027 509,872.50 - - 509,872.50 519,512.50 9,640.00
_ ___ __. _ __
__ _ ___ _._ . __._ __ __
12115l2028 520,772.50 - - 520,772.50 528,312.50 7,540.00
12/15/2029 551,035.00 - - 551,035.00 561,100.00 10,065.00
12/1512030 559,962.50 - - 559,962.50 566,150.00 6,187.50
12/15/2031 562,925.00 - - 562,925.00 570,150.00 7,225.00
12/15/2032 - - - - 573,100.00 573,100.00
_ _ . _ _ _. __ __ _
Total $5,904,00810 (4,661,075.60) $7,677,527.50 $8,913,88012 $9,609,680.00 $695,799.88
PV Analysis Summary (Net to Net)
Gross PV Debt Service Savings...._.. ......... 483,543.32
_. _ _ . __ _ _
Net PV Cashflow Savings @ 1.999%(Bond Yield)..... 483,54332
_ _ _.__ _. _
_ _ __ _ ___ ._ _ . _ .
Contingency or Rounding Amount ... ........... 6,579.88
_ _. . _ .__
Net Present Value Benefit . _ __ - $490,123.20
_ _ _ _
_ _ _ . _ _ . __
Net PV Benefit /$4,655,88133 PV Refunded Debt Service 10.527%
__ _ __.
__ ___ _ _ _ _ _
Net PV Benefit /$4,225,000 Refunded Principal... 11.601%
_ _ _
_
. _. _ . ___ _ . __ _
Net PV Benefit /$4,540,000 Refunding Principal.. 10.796%
_ _
__ __ _ _ _ __ __. .__ __
Refunding Bond Information
Refunding Dated Date 4101/2013
_ __ _
_. _. _. __ . _
_ __ __ _ _ ___ _
Refunding Delivery Date 4/16/2013
Ref 3 OMS � 2008D � 3/ 5/2013 � 2:31 PM
• . �
� .�-
i
Final
City of Appie Valle , Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2008D
Debt 5ervice Schedule
Date Princlpal Coupon Interest Totai P+1 Fiscal To�l
oa�i�rzoi3 _ _ _ _ _
12lIS/2013 - - 65,385.60 65,385.60 65,385.60
06JI5/2014 - - 46,336.25 46,336.25 -
12l15/2014 - - 46,33625 46,33625 92,672.50
O6lISl2015 _ _ - _ - 46,336.25 46,336.25 -
12/IS/2015 46,336.25 46,336.25 92,672.50
06/IS/2016 - - 46,33625 46,33625 -
12l15/2016 - - 46,336.25 46,336.25 92,672.50
06/15/2017 - - 46,336.25 46,336.25 -
12l15/2017 - - 46,336.25 46,33625 92,672.50
_ _ . _. _ _ __
O6lISl2018 - - 46,33625 46,336.25. _ . _
l2/IS(2018 70,000.00 1.750% 46,33625 116,336.25 162,672.50
OblISl2019 - - 45,723.75 45,723.75 -
12/ISl2019 75,000.00 1.750% 45,923.75 120,723.75 166,447.50
06/l5{2020 - - 45,067.50 45,067.50 -
_. .
12/IS/2020 75,000.00 1.750%0 45,067.50 120,067.50 165,135.00
06(ISl2021 - - 44,41125 44,411.25 -
12l15/2021 75,000.00 1.750% 44,41125 119,41125 163,822.50
OG/1512022 - - 43,755.00 43,755.00 -
12/15/2022 75,000.00 1.750% 43,755.00 118,755.00 162,510.00
_ _ _
06/IS/2023 - - 43,098.75 43,098.75 _ _ _.
12/15l2023 335,000.00 1.750% 43,098.75 3'78,098.75 421,197.50
06f1512024 - - 40,167.50 4Q167.50 -
12/L5/2024 425,000.00 1.850% 4QL67.50 465,167.50 505,335.00
06lISl2025 __ - - 36,236.25 36,236.25 -
_ _. __
12/15/2025 435,000.00 2.000% 3b,236.25 471,23625 507,472.50
06/ISl2026 - - 31,88625 31,886.25 -
t2/l5/2026 445,000.00 2.000% 31,886.25 476,886.25 508,772.50
06/15/2027 - - 27,436.25 27,43625 -
12/IS/2027 455,000.00 2.000% 27,43625 482,436.25 509,872.50
06/15{2028 _ __ _ _ 22,886.25 22,88625 _.. _ . .'_
l2/LS/2028 475,000.00 2A50% 22,88625 497,88625 520,772.50
O6/15l2029 - - 18,017.50 18,017.50 -
12/t5/2029 515,000.00 2.150% 18,017.50 533,017.50 551,035.00
O6lIS/2030 - - 12,481.25 12,481.25 -
_ __ __ _ _ _
12/1512030 535,000.00 2.250% 12,48125 547,48125 559,962.50
06lL5/2031 - - 6,462.50 6,462.SQ -
12/15t2Q31 550,000.00 2.350% 6,4b2.50 556,462.50 562,925.00
Total $4,540,000.00 - �1,364,0118.10 $5,904,008.10 -
Dated 4/01/2013
__ .
Delivery Date _ _ _ _ _ _ _. __ 4116l2013
_ _. _ _._.. .
First Coupon Date 12! 15/2013
_
.
__ __ __ _..
First available call date 12/IS/2022
Ca11 Price _ _ _ _ _I OO.00Q0000%
__ ._..
_ . _ _ __ _ _.
Accmed Interest from 04{01/2013 to 04l16/2013 3,86135
Bond Year poilars $65,374.06
__ . _ ___ ._ _
Avange Life 14.400 Years
_ __ __ _. . _
Average CouPOtl _ _ 2.0864670%
Net Interest Cost (NIC) _ _ . 2.0796930%
True Interest Cost (TIC) _ . _ _ _ _ _ _ 2.0673852%
Al1lnclusiveCost(AIC) ._ ._ .. . 21241908%a
_ ___ ___. _
Bond Yield for Arbitrage Purposes 1.9992005%
. _ _ __ _ _
Net InteresT Cost 2.0053191%
_ _ __ __
Weighted Average MaturiTy _ __ _ __ 14 366 Years
Ref 3 OMs � 2008D � 3/ 52013 � 2:31 PM
� . /
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Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2008D
Total Prior Net Debt Service
Fiscal
Date Principal Coupon Interest Totai P+1 Net Q/S To�l
04l16/2013 - - _ _ _ _
06(15/2013 - - 124,503.75 124,503.75 124,503.75 -
12/15/2013 125,000.00 3.200% 124,503.75 249,503.75 249,503.75 374,007.50
06/15/2014 - - 122,503.75 122,503.75 122,503.'75 -
12/15/2014 14Q000.00 3.200% 122,503.75 262,503.75 262,503.75 385,007.50
__ _ ... _ __ _
_ _ . _ _... __
06I15/2015 - - 120,263.75 12Q,263.75 120,263.75 -
12/15l2015 150,000.00 3.400% 120,263.75 270,263.75 270,263.75 390,527.50
06I15/2016 - - 117,713.75 117,713.75 117,713.75 -
12/15/2016 165,000.00 3.500% 117,713.75 282,713.75 282,713.75 400,427.50
06l15l2017 - - 114,826.25 114,826.25 114,826.25 -
_
. _ _. _._ _..._
12l15/2017 185,000.00 3.550% ll4,82625 299,826.25 249,826.25 414,652.50
06/15l2018 - - 111,542.50 111,542.50 111,542.50 -
12/15l2018 200,000.00 3.600°/a 111,542.50 311,542.50 311,542.50 423,085.00
06/15/2019 - - 107,942.50 107,942.50 107,942.50 -
12/15l2019 225,000.00 3.700% 107,942.50 332,942.50 332,942.50 440,885.00
_ __ __ _ _ _
_ _ _ _.
06/15(2020 - - 103,780.00 103,780.00 103,780.00 -
12/15l2020 250,000.00 3.750% 103,780.00 353,780.00 353,780.00 457,560.00
06/15l2021 - - 99,092.50 99,092.50 99,092.50 -
12l1512021 275,000.00 3.800% 99,092.50 374,092.50 374,092.50 473,185.00
06I15/2022 - - 93,867.50 93,867.50 93,867.50 -
__ ___ __.
12/15l2022 300,000.00 3.850% 93,867.50 393,867.50 393,867.50 487,735.00
06/15/2023 - - 88,092.50 88,092.50 88,092.50 -
12/15/2023 325,000.00 3.900% 88,092.50 413,092.50 413,092.50 501,185.00
06/15/2024 - - 81,755.00 81,755.00 81,755.00 -
12l15l2024 350,000.00 3.950% 81,755.00 431,755.00 431,755.00 513,510.00
__ ._ _ _ _ _ _
_ _ . _.
06/15/2025 - - 74,842.50 74,842.50 74,842.50 -
12/15l2025 365,000.00 4.050% 74,842.50 439,842.50 439,842.50 514,685.00
06/15l2026 - - 67,451.25 67,451.25 b7,451.25 -
12/15/202b 380,000.00 4.050% 67,451.25 447,451.25 447,451.25 514,902.50
O6(15/2027 - - 59,756.25 59,756.25 59,756.25 -
_ _ _ _ _
. _ _ ___ _ _ _.
12/15/2027 400,000.00 4.050% 59,756.25 459,756.25 459,756.25 519,512.50
06115l2028 - - 51,656.25 51,656.25 51,656.25 -
12l15l2028 425,000.00 4.050% 51,656.25 476,656.25 476,656.25 528,312.50
06/15l2029 - - 43,050.00 43,050.00 43,050.00 -
12l15/2029 475,000.00 4.200% 43,050.00 518,050.00 518,050.00 561,100.00
_ __ . _ _ _ _
06/1512030 - - 33,075.00 33,075.00 33,075.00 -
12/15/2030 500,000.00 4.200% 33,075.00 533,075.00 533,075.00 566,150.00
06/1512031 - - 22,575.00 22,575.00 22,575.00 -
12/15/2031 525,000.00 4.200% 22,575.00 547,575.00 547,575.00 570,150.00
06/15/2032 - - 11,550.00 11,550.00 11,550.00 -
_ _. _ _ _ _. __ __ _
12/ISl2032 550,000.00 4.200% 11,550.00 5 61,550.00 561,550.00 573,100.00
Total $6,310,d00.00 - $3,299,680.00 $9,609,680.00 $9,604,680.00 -
Sources Ofi Funds
Total Sources _
_ _ _ __ _ _ _ _
Uses Of Funds
Total Uses _
Ref 3 OMs � 2008D � 3! 5/2013 � 2:31 PM
� • �
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_ __
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Final
City of Apple Valley, Minnesota
G.O. Crossover Refunding Bonds, Series 2013A
2008D
Debt Service To Maturity And To Call
Refunded irrterest to
Date Bonds Cai! D!S To Call Principal Interest Refunded D/S Fiscal Total
06l15l2013 - 86,727.50 86,727.50 - 86,727.50 86,727.50 -
12/15/2013 - 86,727.50 86,727.50 - 86,727.50 86,727.50 173,455.00
06/IS/2014 - 86,727.50 86,727.50 - 86,727.50 86,727.50 -
12/15/2014 - 86,727.50 86,727.50 - 86,727.50 86,727.50 173,455.00
06/t5/2015 - 86,727.50 86,727.50 - 86,727.50 86,727.50 -
_ _ _. _ ..
_ __ _ _ ___
12/ISl2015 - 86,727.50 86,727.50 - 86,727.50 86,727.50 1'73,455.00
06/15/2016 - 86,727.50 86,727.50 - 86,727.50 86,727.50 -
12/15/2016 - 86,727.50 86,727.50 - 86,727.50 86,727.50 173,455.00
06l1512017 - 86,727.50 86,727.50 - 86,727.50 86,727.50 -
12l15/2017 4,225,000.00 86,'727.50 4,311,727.50 - 86,727.50 86,727.50 173,455.00
_. _
06/I Sl2018 _ _ 86,727.50 86,727.50
12/ISl2018 - - - - 86,727.50 86,727.50 173,455.00
06/15/2019 - - - - 86,727.50 86,727.50 -
12/15l2019 - - - - 8b,727.50 86,727.50 173,455.00
06/IS/2020 - ' ' - 86,727.50 86,727.50 -
_
12/15l2020 - - - - 86,727.50 86,727.50 1'73,455.00
06/IS/2021 - - - - 86,727.50 86,727.50 -
12l15/2021 - - - - 86,727.50 86,727.50 173,455.00
06/IS12022 - - - - 86,727.50 86,727.50 -
12/15l2022 - - - - 86,727.50 86,727.50 173,455.00
_ __. __ _ __
_ _ _ . _ __. .
06/IS/2023 - - - - 86,727.50 86,727.50 -
12l15/2023 - - - 255,000.00 86,727.50 341,727.50 428,455.00
06/1S/2024 - - - - 81,755.00 81,755.00 -
12/15l2024 - - - 350,0OO.OQ 81,755.00 431,755.00 513,510.00
06/15/2025 - - - - 74,842.50 74,842.50 -
. __ _ _
12/15l2025 - - - 365,000.00 74,842.50 439,842.50 514,685.00
06/15/2026 - - - - 67,451.25 67,451.25 -
12l15/2026 - - - 380,000.00 67,451.25 447,451.25 514,902.50
06/I Sl2027 - - - - 59,756.25 59,75b.25 -
12/15l2027 - - - 400,000.00 59,756.25 459,756.25 519,512.50
06/ISI2028 __ _ _ _ _._ _. 51,656.25 51,656.25 _
12/15l2028 - - - 425,000.00 51,656.25 476,656.25 528,312.50
06/15/2029 - - - - 43,050.00 43,050.00 -
12l15/2029 - - - 475,000.00 43,050.00 518,050.00 561,100.00
06(15/2030 - - - - 33,075.00 33,075.00 -
_ _.. _ _._ ___ _
_ _ __ _
12l15(2030 - - - SOO,OOOAO 33,075.00 533,075.00 566,150.00
O6l1512031 - - - - 22,575.00 22,575.00 -
12l15/2031 - - - 525,000.00 22,575.00 547,575.00 570,150.00
06/15l2032 - - - - I1,550.00 11,550.00 -
12l15l2032 - - - 550,000.00 11,550.00 561,550.00 573,100.00
. . _
Total $4,225,000.00 $867,275.00 $5,092,275.00 $4,225,000.00 $2,799,427.50 $7,024,427.50 -
Yield StatiStiCs
Average Life 15.781 Years
_ __ _
Weighted Average Maturity (Paz Basis) 15.740 Years
. _ _ _ _ . _ _ _. _
__. _
Average Coupon 4.1985552%
_ __ . __. __.
Refunding Bond Information
Refunding Dated Date 4J01l2013
__ ..
_ __
_ _ __
_. _--
Refunding Delivery Date 4/16/2013
Ref 3 OMS � 2008D � 3/ 5/2013 � 2:37 PM �
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City of App Va �
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MEMO
Finance Department
TO: Mayor, City Council and Tom Lawell, City Administrator
FROM: Ron Hedberg, Finance Director
DATE: March 5, 2013
SUBJECT: Moody's rating for $9,000,000 General Obligation Bonds, Series 2013a,
We have received the Moody's rating for the upcoming issue; a copy of the full report is attached.
The rating re-affirms the Aaa rating the City of Apple Valley received last year and they also
continued the negative outlook. The reason for no change in the outlook is there has not been and
changes in the final data used by Moody's in forming their opinion. The negative outlook assigned
by Moody's reflects the weakened trend in valuations and economic indicators over the past
decade.
Moody's did indicate their opinion of the strengths and challenges for the City of Apple Valley and
noted the financial strength of the City of Apple Valley as a mitigating factor for the overall
decline in property values and economic indicators.
STRENGTHS
-Favorable location near Twin Cities economic and employment hub
-Strong financial operations
-Significant alternate liquidity available in Future Capital Projects Fund and Closed Bond Fund
CHALLENGES
-Multi-year declines in full valuation
-Slight decline in wealth indices
-Increase in special assessment delinquencies
The negative outlook assigned by Moody's reflects the weakened trend in valuations and
economic indicators over the past decade, and likelihood that these trends may continue to
decline putting further downward pressure on the rating. One of the overall indicators they are
watching closely is total property values. According to our Moody's Analyst, Soo Yun Chun,
40% of the rating is based on the economic strength of the community. For the current year the
overall total property values declined 12.3% according to the Moody's data.
Mayor and City Council
Moodys report on 2012a General Obligation Bonds
August 24, 2012
P
Here is the 10 year trend information extracted from the Official Statement which shows a larger
drop for the current year than the past few years.
°lo Change in Total Market Value .
� 15% – __ _e_
10% _ _. ____. _.._ _ _ _ _ e _.
; 596 - _ ___� _ � _ __.____
� 040 _._ .� . _ _ �
�
� -5% _ �_...��_._.____ _........__ __� _ _
' -10% _... ....... .._. ....... . . ----. ... ..... ......._.. -
-15% _____ __ _. __ . _ ___ __ ... __—.
aaY p�Y paY paY paY peY PaY PaV P�Y
2d04 2t305 200b 2087 2008 2Q44 2010 2011 2Q12 E
€ �%changef4tai MV
While the overall property valuations and economic indicators are for the most part out of the
City's control we will continue to monitor these trends and manage the items we can control such
as the reserve levels and overall debt management. Moodys indicates that the "city's ability to fully
recover from the economic downturn and the stabilization of valuations will be a focal point in
future reviews".
A positive point for the future is the current construction activity and the confession of judgment
agreement entered into with IMH which should reduce our delinquent special assessment balances
over the next couple of years and address one of the challenges pointed out by Moodys.
In addition to the detailed Moodys report is attached a copy of a comparison of the City of Apple
Valley with medians of Minnesota communities which is used as part of the Moodys review, I
added a column with the City of Apple Valley data.
���t�I�Y�S
�rvv�sr��s s���r���
New Issue: Moody's assigns Aaa rating to the City ofApple Valley's (MN) $9 million
GO Crossover Refunding Bonds, Series 2013A; outlook remains negative
Global Credit Research - 27 Feb 2013
Aaa rating applies to $33.4 million of post-sale GO debt
APPLE VALLEY (CITY OF) MN
Cities (including Towns, vllages and Townships)
MN
Moody's Rating
ISSUE RATING
General Obligation Crossover Refunding Bonds, Series 2013A Aaa
Sale Amount $9,000,000
F�cpected Sale Date 03/08/13
Rating Description General Obligation
Moody's Outlook
Opinion
NEW YORK, February 27, 2013 --Moody's Investors Service has assigned a Aaa rating to the City ofApple Valley's
(MN) $9 million General Obligation Crossover Refunding Bonds, Series 2013A. Concurrently, Nbody's maintains
the Aaa rating on the city's outstanding general obligation debt. Post-sale the city will have $33.4 million of
outstanding general obligation debt. The outlook remains negative.
SUMMARY RATINGS RATIONALE
The bonds are secured by the city's general obligation unlimited tax pledge. Proceeds of the bonds will refund the
city's outstanding Series 2007Aand 2008D GO bonds for estimated savings of 10% of par. The Aaa rating reflects
the mature residential suburban city with declining valuations, strong financial operations supported by ample
reserves, and manageable debt burden with a modest amount of future borrowing anticipated. The negative
outlook reflects consecutive years of declines in taxable valuations, and overall weakening of the underlying
economy that may continue to struggle to recover.
STRENGTHS
-Favorable location near Twin Cities economic and employment hub
-Strong financial operations
-Significant alternate liquidity available in Future Capital Projects Fund and Closed Bond Fund
CHALLENGES
-Multi-year declines in full valuation
-Slight decline in wealth indices
-Above average balance of special assessment delinquencies
DETAILED CREDff DISCUSSION
MATURE TWIN CITIES SUBURB WITH DECLINING TAX BASE VALUATIONS
Despite declines in tax base valuations, Apple Valley's economy appears to be recovering from a significant
downturn. Located in northwestern Dakota County (GO rated Aaa), approximately 12 miles south of the Twin
Cities, the city benefits from easy access to employment centers throughout the Twin Cities region. Due to its
location, the city's population has more than doubled in the past few decades to a 2010 census population of
49,084, The city is mostly residential (70.8% of 2011 tax capaciry) but does have a solid retail base. Nk.ich of that
retail base is located near the central development district at the intersection of two heavily traveled tra�c arteries,
State Highway 77 and County Road 42. In addition to a solid retail base, another notable draw for the city is the
Minnesota Zoo. The zoq the largest in N�nnesota, provides a significant economic benefit to the city with an annual
attendance of over 1.3 million visitors and 300 employees.
The city's tax base valuations have been declining over the past severai years as a result of the market downturn
at an average annual rate of 6.4%. As a result, the city's full valuation shrunk to $3.9 billion in 2011 from a much
higher $5.4 billion in 2007. Notably, officials report some new developments that will help stabilize valuations going
forward. Overall building permits in 2012 were higher in number and value compared to 2011. Development on a
previously foreclosed downtown property is under way. In addition, a new Menard's may be built on a portion of the
current sand and gravel mining land of 160 acres. Development has been focused in the central district, and
officials report small retail and commercial stores continue to open. The city's wealth levels have declined slightly,
though remain strong with median family income at 131 % of the state and 144.3% of nation. Apple Valtey's
unemployment rate remains low at 4.7% in October 2012 compared to the state (5.2%) and nation (7.5%) for the
same time period. The city's ability to fully recover from the economic downturn, and the stabilization of valuations
will be a focal point in future reviews.
STRONG FINANCIAL OPERATIONS SUPPORTED BYAN�LE RESERVES AND ALTERNATE LIQUIDITY
The city's healthy financial operations are expected to continue, given a history of positive variances supported by
ample reserves and liquidity. The city maintains a General Fund reserve policy requiring six months of operating
expenditures, with excess reserves transferred to the Future Capital Projects fund. The city has consistently
posted sizeable annual operating surpluses, with large transfers out at the end of the year. Nbst recently, fiscal
2011 closed with revenues exceeding expenditures by $600,000. Including the payments in lieu of taxes transfers
in from the water and sewer, and municipal liquor funds, the General Fund surplus was $1.7 million, which was all
transferred to the Future Capital Projects Fund. As a result, fiscal 2011 closed with a General fund balance of
$12.7 million, or a healthy 51.5% of revenues; and a cash balance of $11.3 million, or 45.9% of revenues. For fiscal
year 2012, officials estimate at least a$2 million operating surplus, of which $1.5 million will likely be transferred to
the Future Capital Projects Fund. The fiscal 2013 budget is balanced and includes an overall 3% levy increase.
The city receives minimal state aid, insulating it from significant state aid cuts that have occurred in recent years.
In addition, Minnesota cities benefit from the absence of levy limits, adding a measure of flexibility. Property taxes
are the city's largest operating source, which comprised 73% of fiscal 2011 General Fund revenues. We can
expect that operations will remain stable given the history of positive operations, and alternate liquidity.
In addition to the General Fund reserves, the city also maintains significant liquidity in its Future Capital Projects
and Closed Bond funds. Funded by annual transfers from the city's General Fund, the Future Capital Projects
Fund had a GAP,P balance of $15.6 million and unrestricted cash balance of $6.3 million at the close of fiscal 2011.
The Closed Bond Fund, funded with unspent revenues had a GAAP balance of $5.4 million and unrestricted cash
balance of $2.6 million. The cash reserves in those funds are lower than the GAAP reserve balances as the city
has used the available cash for various capital projects and debt service payments, mostly for delinquent special
assessments. The funds are expected to be reimbursed from future bond proceeds and delayed special
assessments. The available reserves in those funds may be used for operations, though officials have no plans to
spend them down. Including the cash reserves in the Future Capital Projects and Closed Bond funds, and the
General Fund, the city's cash reserve levels increase to $20 million, or an ample 82°/a of General Fund reserves,
which provides the city significant cushion against any unforeseen budgetary fluctuations.
LOW DEBT BURDEN; SOME DELINQUENCY IN SPECIALASSESSMENT COLLECTIONS
The city's debt burden is expected to remain manageable due to a low debt burden and a modest amount of future
debt planned. The city's debt burden, at 0.9% direct and 2.2% overall, lies below state and U.S. medians. Principal
amortization is average with 70.8% of direct debt retired in ten years. The city recently completed a feasibility study
for expansion at its water treatment plant. The project is estimated to cost $16 million and city plans to finance the
project with $5 million in cash from the water fund, $1 million from the Future Capital Projects Fund, and $10
million from bond proceeds. All of the ciry's debt is fixed rate and the city is not a party to any swap agreements.
Somewhat mitigating the impact on the general levy, 27% of the citys outstanding General Obligation debt is paid
from special assessments. In recent years, the city experienced an increase in delinquencies in special
assessment collections, though overall property tax collection rates remain above 98%. The city has not been
levying for the special assessment backed GO debt, but has been utilizing reserves of the Future Capital Projects
and Closed Bond funds to close any shortfali. At the close of fiscal 2011, the city had a cumulative $4.8 million in
delinquent special assessments outstanding. The delinquency is mostly related to a stalled development, the
Legacy Village. The city recently entered into an agreement with the new developer, and construction of a 322
multi-unit residential development is expected to begin in the spring of 2013. Notably, the city received a$1.5
million payment from the new developer for delinquent special assessments. The developer has agreed to repay
the remaining delinquent special assessments over the next five to ten years, pending development. Despite
delinquencies, we note the significant cushion provided by the city's Future Capitai Projects and Closed Bond
funds. However, persistent delinquencies and negative impact to the city's liquidity may place further pressure on
the rating.
O UTLOO K
The negative outlook reflects the weakened trend in valuations and economic indicators over the past decade, and
likelihood that these trends may continue to decline putting further downward pressure on the rating.
WHAT COULD CHANGE THE RATING - DOWN
-Further contraction in already declining tax base
-Sustained declines in General Fund reserves and other sources of liquidity
- Inability to reverse development related pressures
WHAT COULD REMOVE THE NEGATIVE OUTLOOK OR REVISE TO STABLE
- Strengthening of the taxbase and local economy
- Stabilization of valuation trends
KEY STATISTICS
2010 Census population: 49,084 (7.82% increase from 2000)
2011 Full valuation: $3.9 billion
2011 Full value per capita: $80,954
2006-2010 Median family income as a% of state: 131 %(144.3% of US)
City ofApple Valley unemployment rate (October 2012): 4.7% (State of MN at 5.2%; US at 7.5%)
Fiscal 2011 General Fund balance: $12.7 million (51.5% of General Fund revenues)
Fiscal 2011 total available cash reserves in Capital Projects and Closed Bond Funds: $8.9 million (3$% of General
Fund revenues)
Net direct debt as a percentage of 2011 full value: 0.8% (Overail net debt: 3.2%)
Principal amortization (10 years): 70.8%
Post-sale general obligation debt: $33.4 million
RATING METHODOLOGY
Tne principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments
published in October 2009. Please see the Credit Policy page on www.moodys.com for a copy of this
methodology.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory
disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of
debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with
Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory
disclosures in relation to the rating action on the support provider and in relation to each particular rating action for
securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this
announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation
to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the
transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that
would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the
respective issuer on www.moodys.com.
Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Nbody's legal entity
that has issued the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for
each credit rating.
Analysts
Soo Yun Chun
Lead Analyst
Public Finance Group
Nbody's Investors Seroice
Hetty Chang
�Iditional Contact
Public Finance Group
Nbody's Investors Service
Contacts
Journalists: (212) 553-0376
Research Clients: (212) 553-1653
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
USA
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O 2013 Nbody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.
CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE
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COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGSAND RESEARCH
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NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILJTY OF AN
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MAKE ITS OWN STUDYAND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR
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assigning a credit rating is of sufficient quality and from sources Nbody's considers to be reliable, including, when
appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance
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information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the
information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or
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MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("N1C0"), hereby discloses that most issuers
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rendered by it fees ranging from $1,500 to appro�mately $2,500,000. MCO and MIS also maintain policies and
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that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have
also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at
www.moodys.com under the heading "Shareholder Relations — Corporate Governance — Director and Shareholder
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ForAustralia only: Any publication intoAustralia of this document is pursuant to the Australian Financial Services License
of MOODY'S affiliate, Nbody's Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Nbody's Analytics
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securities of the issuer or any form of security that is available to retail clients. R would be dangerous for retail clients to
make any investment decision based on MOODY'S credit rating. If in doubt you should contact your financial or other
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