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HomeMy WebLinkAbout6.j. 2003A G.O. Improvement Bond Issue - Authorizing Issuance and Setting Bond SaleCITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION CITY COUNCIL MEETING DATE: June 3, 2003 AGENDA ITEM: 2003A G.O. Improvement Bond Issue - Authorizing Issuance and Setting Bond Sale AGENDA SECTION: Consent PREPARED BY: Jeff May, Finance Director AGEND ATTACHMENTS: Resolution and Recommendations APPROVED BY: Z^--" This item is on the agenda for your consideration in authorizing the issuance and setting the sale of General Obligation Improvement Bonds for the Connemara Trail Phase 2 Improvements - Project #343A. Bids will be opened Tuesday, July 1, 2003, at 10:00 A.M. at the offices of Springsted Incorporated. The bids will be tabulated there and then consideration for award of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day. RECOMMENDED ACTION: Motion to adopt a RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF $1,945,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2003A. COUNCIL ACTION: CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF $1,945,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2003A WHEREAS, the City Council of the City of Rosemount, Minnesota, has heretofore determined that it is necessary and expedient to issue its $1,945,000 General Obligation Improvement Bonds, Series 2003A (the 'Bonds ") to finance various improvements within the City; and WHEREAS, the City has retained Springsted Incorporated, in Saint Paul, Minnesota ( "Springsted "), as its independent financial advisor and is therefore authorized to sell these obligations by a competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rosemount, Minnesota, as follows: 1. Authorization; Findings The City Council hereby authorizes Springsted to solicit bids for the competitive negotiated sale of the Bonds. 2. Meeting; Bid Opening This City Council shall meet at the time and place specified in the Terms of Proposal attached hereto as Exhibit A for the purpose of considering sealed bids for, and awarding the sale of, the Bonds. The Administrator, or his designee, shall open bids at the time and place specified in such Terms of Proposal. 3. Terms of Proposal The terms and conditions of the Bonds and the negotiation thereof are fully set forth in the "Terms of Proposal" attached hereto as Exhibit A and hereby approved and made a part hereof. 4. Official Statement In connection with said competitive negotiated sale, the Administrator, Finance Director and other officers or employees of the City are hereby authorized to cooperate with Springsted and participate in the preparation of an official statement for the Bonds, and to execute and deliver it on behalf of the City upon its completion. 1532606v1 RESOLUTION 2003- ADOPTED this 3rd day of June, 2003. William H. Droste, Mayor ATTEST: Linda J. Jentink, City Clerk Motion by: Voted in favor: Voted Against: Members Absent: Seconded by: 1532606vl 2 RESOLUTION 2003- STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF ROSEMOUNT I, the undersigned, being the duly qualified and acting Clerk of the City of Rosemount, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to the City's $1,945,000 General Obligation Improvement Bonds, Series 2003A. WITNESS my hand this day of , 2003. Clerk 1532606v1 3 RESOLUTION 2003- EXHIBIT A THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,945,000 City of Rosemount, Minnesota General Obligation Improvement Bonds, Series 2003A (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, July 1, 2003, until 10:00 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner, in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223 3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223 3000 or fax (651) 223 3046 for inclusion in the submitted Proposal. ./' (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARITY& For purposes of the electronic bidding process, the time as maintained by PARITY® shall constitute the official time with respect to all Bids submitted to PARITY& Each bidder shall be solely responsible for making necessary arrangements to access PARITY® for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents nor PARITY® shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents nor PARITY® shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY& The City is using the services of PARITYO solely as a communication mechanism to conduct the electronic bidding for the Bonds, and PARITY® is not an agent of the City. 1532606vl RESOLUTION 2003- If any provisions of this Terms of Proposal conflict with information provided by PARITY®, this Terms of Proposal shall control. Further information about PARITY®, including any fee charged, may be obtained from: PARITY®, 40 West 23rd Street, 5th Floor, New York City, New York 10010, Customer Support, (212) 404 -8102. DETAILS OF THE BONDS The Bonds will be dated July 1, 2003, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2004. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature February 1 in the years and amounts as follows: 2005 $210,000 2009 $190,000 2012 $190,000 2006 $195,000 2010 $190,000 2013 $195,000 2007 $195,000 2011 $190,000 2014 $195,000 2008 $195,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar that shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. 1532606v1 A -2 RESOLUTION 2003- OPTIONAL REDEMPTION The City may elect on February 1, 2011, and on any day thereafter, to prepay Bonds due on or after February 1, 2012. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge special assessments from benefited properties. The proceeds will be used to finance various improvements within the City. TYPE OF PROPOSALS Proposals shall be for not less than $1,925,550 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $19,450, payable to the order of the City. If a check is used, it must accompany the proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, will be deposited by the City. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5 1100 or 1/8 of 1 %. Rates must be in level or ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. The Bonds will be awarded on the basis of the lowest interest rate to be detennined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. 1532606v1 A -3 I RESOLUTION 2003- The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking ") whereunder the City will covenant for the benefit of the owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2- 12(b)(5). 15326060 A -4 If RESOLUTION 2003- % OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223 3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 80 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (1) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated June 3, 2003 BY ORDER OF THE CITY COUNCIL /s/ Linda Jentirlk City Clerk 1532606v1 A -5 Recommendations For City of Rosemount, Minnesota $1,945,000 General Obligation Improvement Bonds, Series 2003A $1,170,000 General Obligation Water Revenue Bonds, Series 2003B Presented to: Mayor Bill Droste Members, City Council Mr. Jamie Verbrugge, City Administrator Mr. Jeffrey May, Finance Director City of Rosemount 2875-145 th Street West Rosemount, Minnesota 55068 Study No.: R0704G51-115 SPRINGSTED Incorporated May 28, 2003 SPRINGSTED Advisors to the Public Sector RECOMMENDATIONS Re: Recommendations for the Issuance of: $1,945,000 General Obligation Improvement Bonds, Series 2003A (the "Improvement Bonds ") $1,170,000 General Obligation Water Revenue Bonds, Series 2003B (the "Revenue Bonds ") (Collectively the "Bonds" or the "Issues ") We recommend the following for the Bonds: 1. 2. 3 4. Action Requested To establish the date and time of receiving bids and establish the terms and conditions of the offerings. Sale Date and Time Tuesday, July 1, 2003 at 10:00 A. M., with award by the City Council at 7:30 P.M. that same day. Method of Sale The Bonds will be sold through a competitive bidding process. In the interest of obtaining as many bids as possible, we have included a provision in the attached Terms of Proposal for underwriters to submit their bid electronically through the electronic bidding platform of PARITY O . In addition, physical bids (by phone or fax) will be accepted at the offices of Springsted. Authority for the Bond Issues The Improvement Bonds are being issued pursuant to Minnesota Statutes, Chapters 475 and 429. The Revenue Bonds are being issued pursuant to Minnesota Statutes, Chapters 475 and 444. 5. C: 7. Principal Amount of Offerings Improvement Bonds - $1,945,000 Revenue Bonds - $1,170,000 Repayment Terms The Bonds will mature annually February 1, 2005 through 2014. Interest will be payable semi - annually each February 1 and - August 1, commencing February 1, 2004. Sources of Payment The Improvement Bonds are expected to be repaid from special assessments against benefited property. Special assessments will be filed in October, 2003, for first collection in 2004. The City will also pledge net revenues from the City's storm core utility to pay any debt service that special assessments do not cover. It is not expected that the City will levy taxes for repayment of the Improvement Bonds. City of Rosemount, Minnesota May 28, 2003 The Revenue Bonds are expected to be paid from net revenues of the City's water utility. It is not expected that the City will levy taxes for repayment of the Revenue Bonds. 8. Prepayment Provisions The City may elect on February 1, 2011, and on any date thereafter, to prepay the Bonds due on or after February 1, 2012, at a price of par plus accrued interest. 9. Credit Rating Comments An application will be made to Moody's Investors Service for a rating on the Bonds. The City's current credit rating on its general obligation debt is "Al." 10. Federal Treasury Regulations Concerning Tax- Exempt Obligations (a) Bank Qualification Under Federal Tax Law, financial institutions cannot deduct from income for federal income tax purposes, expense that is allocable to carrying and acquiring tax - exempt bonds. There is an exemption to this for "bank- qualified" bonds, which can be so designated if the issuer does not issue more than $10 million of tax exempt bonds in a calendar year. Issues that are bank - qualified typically receive slightly lower interest rates than issues that are not bank- qualified. It is our understanding the City expects to issue less than $10 million of tax - exempt obligations in 2003, therefore these Issues are designated as bank - qualified. (b) Rebate Requirements All tax - exempt issues are subject to the federal arbitrage and rebate requirements, which require all excess earnings created by the financing to be rebated to the U.S. Treasury. The requirements generally cover two categories: bond proceeds and debt service funds. There are exemptions from rebate in both of these categories. Bond proceeds, defined generally as both the original principal of the issue and the investment earnings on the principal, have 6, 18 and 24 -month spend down exemption periods. If all of the proceeds are expended during one of those exemption periods, the proceeds are exempt from rebate and the City may retain the excess earnings. If the City does not expect to meet those requirements, the reinvestment of bond proceeds must be monitored and the City must rebate any amount earned in excess of the rate of the bonds. Springsted currently provides rebate Page 2 City of Rosemount, Minnesota May 28, 2003 11 (c) Bona Fide Debt Service Fund calculation services to the City. An amendment for these Issues has been provided to City staff. The City must maintain a bona fide debt service fund for all series of Bonds or be subject to yield restriction. This requires restricting the investments held in the debt service funds to the applicable Bond yields and /or paying back excess investment earnings in the debt service fund(s) to the federal government. A bona fide debt service fund is a fund for which there is an equal matching of revenue to debt service expense, with carry over permitted equal to the greater of the investment earnings in the fund during that year or 1/12 the debt service of that year. With the Improvement Bonds additional diligence should be exercised in monitoring the debt service fund due to the potential accumulation of assessment prepayments, which could cause the fund to become non - bona fide. (d) Economic Life The average life of each series of Bonds cannot exceed 120% of the economic life of the projects to be financed. The economic life of street improvements is 20 years and the economic life of utility system improvements is 50 years. The average life of the Improvement Bonds is 6.04 years. The average life of the Revenue Bonds is 6.32 years. Each of the Issues is therefore within the economic life requirements. (e) Federal Reimbursement Regulations Federal reimbursement regulations require the City to make a declaration, within 60 days of the actual payment, of its intent to reimburse itself from expenses paid prior to the receipt of Bond proceeds. It is our understanding that the City has taken whatever actions are necessary to comply with the federal reimbursement regulations in regards to the Bonds. Continuing Disclosure Each series of Bonds is subject to continuing disclosure requirements set forth by the Securities and Exchange Commission. The SEC rules require the City to undertake an annual update of certain Official Statement information and report any material events to the national repositories. Springsted currently provides continuing disclosure services for the City under a separate contract. An amendment Page 3 City of Rosemount, Minnesota May 28, 2003 to that contract adding these Issues has been provided to City staff. 12. Attachments • Sources and Uses Schedule — Improvement Bonds • Assessment Income - Improvement Bonds • Debt Schedule — Improvement Bonds • Sources and Uses Schedule — Revenue Bonds • Debt Service Schedule — Revenue Bonds • Terms of Proposals DISCUSSION $1,945,000 General Obligation Improvement Bonds, Series 2003A (the "Improvement Bonds ") The Improvement Bonds are being issued to finance street and utility construction for the Connemara Phase II project. The sources and uses schedule on page 6 shows the composition of the Improvement Bonds. The City will use cash contributions from the following to reduce the borrowing amount. Developer Storm core Fund MSA Total $270,100 $319,072 $889,888 $1,478,960 As part of the financing, the City will file assessments in October 2003 over ten years with even principal payments. Interest charged on the outstanding balance of the assessments will be 2% over the bond rate. Page 7 shows the projected income produced by the assessments. The City will also pledge net revenues from the storm core utility. Any portion of debt service not paid by special assessments will be paid from storm core net revenues. Our recommended principal repayment structure for the Improvement Bonds is shown on page 8. Debt service has been structured .around the anticipated assessment income receipts developed on page 7 to result in an even annual levy requirement. Page 8 contains the following information: • Columns 1 through 4 show the annual principal, estimated interest rates and projected total principal and interest payments, given the current market environment. • Columns 5 and 6 show the capitalized interest and net debt service requirements. • Column 7 shows the 5% overlevy which is required by State statutes and serves as a protection to bondholders and the City in the event of delinquencies in the collection of assessments or taxes. • Column 8 shows the total projected assessment income developed on page 7. • Column 9 shows the revenues required from the storm core utility, which represents the difference between the projected assessment income and 105% of debt service. Because the February 1, 2004 interest payment will come due prior to receipt of assessment income, the Bonds have been sized to include capitalized interest sufficient to make that payment. Thereafter, special assessments received each year plus storm core net revenues Page 4 City of Rosemount, Minnesota May 28, 2003 are expected to cover the August 1 interest payment due in the collection year and the subsequent February 1 principal and interest payment. $1,170,000 General Obligation Water Revenue Bonds, Series 2003B (the "Revenue Bonds ") Proceeds of the Revenue Bonds will be used to finance improvements and construction related to the Eastside Water Main phase II project. The sizing of the Revenue Bonds including a $100,000 contribution from the Dakota County Technical College is provided on the sources and uses schedule on page 9. Page 10 illustrates the recommended structure and debt service schedule for the Revenue Bonds. The Revenue Bonds have been structured around existing water revenue debt, over ten years in even annual payments of principal and interest. The Revenue Bonds will be repaid from net revenues of the City's water utility. Pursuant to Minnesota Statues, Chapter 444 and the resolution awarding the Revenue Bonds, the City will covenant to maintain rates in an amount sufficient to generate revenues to support the operation of the water utility and to pay debt service. The City is required to annually review the budget of the water utility to determine whether current rates and charges are sufficient and to adjust them as necessary. The City has four outstanding bond issues for which the net revenues of the water utility are also pledged. Two of the four outstanding issues supported by the water utility (the 1996C and 1993C bonds) have a final maturity in 2005. The average projected total debt service payable from net water utility revenues, after the 1996C and 1993C bonds are paid off, is projected to be $310,000. The table below shows the 2002 net revenues available for debt service including connection fees and special assessments for the City's water utility. 2002 Net Revenues Water Utility Operating Revenues $ 925,159 Less: Operating Expenses (111,677) Add: Investment Earnings 128,610 Connection Fees 1,209,435 Special Assessments 32.347 Net Revenues Available for Debt Service $2,183,874 Springsted is again pleased to be of service to the City of Rosemount. Respectfully submitted, SPRINGSTED Incorporated kem Provided to Staff: a) Amendment to Continuing Disclosure Contract b) Amendment to Arbitrage /Rebate Contract Page 5 City of Rosemount, Minnesota $1,945,000 G.O. Improvement Bonds, Series 2003A SOURCES & USES I Dated 07/01/2003 Delivered 07/01/2003 1 SOURCES OF FUNDS Par Amount of Bonds ............................................... ............................... $1,945,000.00 MSA Contribution ................................ ............................... ..................... 889,888.00 WaterCore ............................................................... ............................... 319,072.00 Developer Contribution ............................................. ............................... 270,000.00 TOTALSOURCES .................................................. ............................... $3,423,960.00 USES OF FUNDS Primary Purpose Fund ............................................. ............................... 2,608,923.00 Engineering & Administration ................................... ............................... 740,452.00 Deposit to Capitalized Interest (CIF) Fund ............... ............................... 33,142.08 Costs of Issuance .............................. ............................... ...................... 22,175.00 Total Underwriters Discount (1. 000%) ..................... ............................... 19,450.00 Rounding Amount ..................................................... ............................... 1,817.92 TOTALUSES ...... .................................................................................... $3,423,960.00 Springsted Incorporated File = ROSEMO— I.SF -G.O. Improvement Bonds, Series 2003A- SINGLE PURPOSE Advisors to the Pub#c Sector 511912003 3:19 PM Page 6 SIGNIFICANT DATES FilingDate ......................................................................................................... ............................... 10/01/2003 First Payment Date ........................................................................................... ............................... 12101/2004 Springsted Incorporated File = ROSEMO— I.SF -2003A Assessments - Special Assessments Advisors to the Public Sector 51812003 12:40 PM Page 7 City of Rosemount, Minnesota $1,183,788 2003A Assessments Special Assessments ASSESSMENT INCOME Date Principal Coupon Interest Total P +I 12/01/2003 - - - - 12/01/2004 118,378.80 5.500% 75,959.73 194,338.53 12101/2005 118,378.80 5.500% 58,597.50 176,976.30 12/01/2006 118,378.80 5.500% 52,086.68 170,465.48 12/01/2007 118,378.80 5.500% 45,575.84 163,954.64 12/01/2008 118,378.80 5.500% 39,065.00 157,443.80 12/01 /2009 118,378.80 5.500% 32,554.18 150,932.98 12101/2010 118,378.80 5.500% 26,043.34 144,422.14 12101/2011 118,378.80 5.500% 19,532.50 137,911.30 12101/2012 118,378.80 5.500% 13,021.66 131,400.46 12/01/2013 118,378.80 5.500% 6,510.84 124,889.64 Total 1,183,788.00 - 368,947.27 1,552,735.27 SIGNIFICANT DATES FilingDate ......................................................................................................... ............................... 10/01/2003 First Payment Date ........................................................................................... ............................... 12101/2004 Springsted Incorporated File = ROSEMO— I.SF -2003A Assessments - Special Assessments Advisors to the Public Sector 51812003 12:40 PM Page 7 Dated........................................................................................................................ ............................... 7/01/2003 DeliveryDate ............................................................................................................. ............................... 7/01/2003 FirstCoupon Date ..................................................................................................... ............................... 2/01 /2004 YIELD STATISTICS BondYear Dollars ..................................................................................................... ............................... $11,744.58 AverageLife .............................................................................................................. ............................... 6.038 Years AverageCoupon ....................................................................................................... ............................... 3.2523681% NetInterest Cost ( NIC) ............................................................................................. ............................... 3.4179763% TrueInterest Cost ( TIC) ........................................................................................... ............................... 3.4181255% Bond Yield for Arbitrage Purposes ............................................................................ ............................... 3.2306466% AllInclusive Cost ( AIC) ............................................................................................. ............................... 3.6350829% IRS FORM 8038 NetInterest Cost ....................................................................................................... ............................... 3.2523681% WeightedAverage Maturity ....................................................................................... ............................... 6.038 Years Springsted Incorporated He = ROSEMO- I.SF -G.O. Improvement Bonds, Series 2003A- SINGLE PURPOSE Advisors to the Public Sector 51192003 3:19 PM Page 8 City of Rosemount, Minnesota $1,945,000 G.O. Improvement Bonds, Series 2003A NET DEBT SERVICE SCHEDULE Storm Core Revenues Date Principal Coupon Interest Total P +I CIF Net New D/S 105% of Total Assessment Required (1) ( ( ( ( ( ( ( ( 2/01 /2004 - - 33,142.08 33,142.08 (33,142.08) - - - - 2/01/2005 210,000.00 1.650% 56,815.00 266,815.00 - 266,815.00 280,155.75 194,338.53 85,817.22 2101/2006 195,000.00 1.950% 53,350.00 248,350.00 - 248,350.00 260,767.50 176,976.30 83,791.20 2/01/2007 195,000.00 2.350% 49,547.50 244,547.50 - 244,547.50 256,774.88 170,465.48 86,309.40 2101/2008 195,000.00 2.700% 44,965.00 239,965.00 - 239,965.00 251,963.25 163,954.64 88,008.61 2101/2009 190,000.00 3.050% 39,700.00 229,700.00 - 229,700.00 241,185.00 157,443.80 83,741.20 2/01/2010 190,000.00 3.300% , 33,905.00 223,905.00 - 223,905.00 235,100.25 150,932.98 84,167.27 2/01 /2011 190,000.00 3.400% 27,635.00 217,635.00 - 217,635.00 228,516.75 144,422.14 84,094.61 2/01/2012 190,000.00 3.550% 21,175.00 211,175.00 - 211,175.00 221,733.75 137,911.30 83,822.45 2/01/2013 195,000.00 3.650% 14,430.00 209,430.00 - 209,430.00 219,901.50 131,400.46 88,501.04 2/01/2014 195,000.00 3.750% 7,312.50 202,312.50 - 202,312.50 212,428.13 124,889.64 87,538.49 Total 1,945,000.00 - 381,977.08 2,326,977.08 (33,142.08) 2,293,835.00 2,408,526.75 1,552,735.27 855,791.48 Dated........................................................................................................................ ............................... 7/01/2003 DeliveryDate ............................................................................................................. ............................... 7/01/2003 FirstCoupon Date ..................................................................................................... ............................... 2/01 /2004 YIELD STATISTICS BondYear Dollars ..................................................................................................... ............................... $11,744.58 AverageLife .............................................................................................................. ............................... 6.038 Years AverageCoupon ....................................................................................................... ............................... 3.2523681% NetInterest Cost ( NIC) ............................................................................................. ............................... 3.4179763% TrueInterest Cost ( TIC) ........................................................................................... ............................... 3.4181255% Bond Yield for Arbitrage Purposes ............................................................................ ............................... 3.2306466% AllInclusive Cost ( AIC) ............................................................................................. ............................... 3.6350829% IRS FORM 8038 NetInterest Cost ....................................................................................................... ............................... 3.2523681% WeightedAverage Maturity ....................................................................................... ............................... 6.038 Years Springsted Incorporated He = ROSEMO- I.SF -G.O. Improvement Bonds, Series 2003A- SINGLE PURPOSE Advisors to the Public Sector 51192003 3:19 PM Page 8 City of Rosemount, Minnesota $1,170,000 G.O. Water Revenue Bonds, Series 2003B SOURCES & USES I Dated 07/01/2003 Delivered 07/01/2003 1 SOURCES OF FUNDS Par Amount of Bonds ............................................... ............................... $1.170,000.00 Dakota County Tech College Contribution ................ ............................... 100,000.00 TOTAL SOURCES .................................................. ............................... $1,270,000.00 USES OF FUNDS Primary Purpose fund ............................................. ............................... 975,000.00 City Engineering & Adminstration ............................. ............................... 259,750.00 Costs of Issuance .................................................... ............................... 20,050.00 Total Underwriters Discount (1. 000%) .................... ............................... 11,700.00 Rounding Amount ..................................................... ............................... 3,500.00 TOTAL USES .......................................................... ............................... $1,270,000.00 Springsted Incorporated 'File = ROSEMO- 1.SF -G.O Water Revenue Bonds, Series 20038- SINGLE PURPOSE Advisors to the Public Sector 511912003 3:21 PM Page 9 SIGNIFICANT DATES DatedDate ........................................................................................................ ............................... 7/01/2003 DeliveryDate ..................................................................................................... ............................... 7/01/2003 First Coupon Date ....................................................................... ............................... ...................... 2 /01/2004 YIELD STATISTICS BondYear Dollars ............................................................................................. ............................... $7,392.50 AverageLife ...................................................................................................... ............................... 6.318 Years AverageCoupon ................................................................................................ ............................... 3.2946201% Net Interest Cost ( NIC) ...................................................................................... ............................... 3.4528886% True Interest Cost ( TIC) .................................................................................... ............................... 3.4542880% Bond Yield for Arbitrage Purposes .................................................................... ............................... 3.2741873% All Inclusive Cost ( AIC) ..................................................................................... ............................... 3.7687388% IRS FORM 8038 Net Interest Cost .............................................................................................. ............................... 3.2946201% Weighted Average Maturity ............................................................................... ............................... 6.318 Years Springsted Incorporated File = ROSEMO- I.SF -G.O. Water Revenue Bonds, Series 20038- SINGLE PURPOSE Advisors to the Public Sector 512812003 9:20 AM Page 10 City of Rosemount, Minnesota $1,170,000 G.O. Water Revenue Bonds, Series 20038 NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P +I Existing D/S Net New D/S 2101/2004 - - 20, 394.79 20,394.79 387,596.25 407,991.04 2101/2005 105,000.00 1.650% 34,962.50 139,962.50 394,126.25 534,088.75 2101/2006 105,000.00 1.950% 33,230.00 138,230.00 169,516.25 307,746.25 2/01/2007 110,000.00 2.350% 31,182.50 141,182.50 170,443.75 311,626.25 2/01/2008 110,000.00 2.700% 28,597.50 138,597.50 171,068.75 309,666.25 2/01/2009 115,000.00 3.050% 25,627.50 140,627.50 166,325.00 306,952.50 2/01/2010 115,000.00 3.300% 22,120.00 137,120.00 171,465.00 308,585.00 2101/2011 120,000.00 3.400% 18,325.00 138,325.00 171,065.00 309,390.00 2/01/2012 125,000.00 3.550% 14,245.00 139,245.00 170,300.00 309,545.00 2/01/2013 130,000.00 3.650% 9,807.50 139,807.50 174,200.00 314,007.50 2101/2014 135,000.00 3.750% 5,062.50 140,062.50 172,510.00 312,572.50 Total 1,170,000.00 - 243,554.79 1,413,554.79 2,318,616.25 3,732,171.04 SIGNIFICANT DATES DatedDate ........................................................................................................ ............................... 7/01/2003 DeliveryDate ..................................................................................................... ............................... 7/01/2003 First Coupon Date ....................................................................... ............................... ...................... 2 /01/2004 YIELD STATISTICS BondYear Dollars ............................................................................................. ............................... $7,392.50 AverageLife ...................................................................................................... ............................... 6.318 Years AverageCoupon ................................................................................................ ............................... 3.2946201% Net Interest Cost ( NIC) ...................................................................................... ............................... 3.4528886% True Interest Cost ( TIC) .................................................................................... ............................... 3.4542880% Bond Yield for Arbitrage Purposes .................................................................... ............................... 3.2741873% All Inclusive Cost ( AIC) ..................................................................................... ............................... 3.7687388% IRS FORM 8038 Net Interest Cost .............................................................................................. ............................... 3.2946201% Weighted Average Maturity ............................................................................... ............................... 6.318 Years Springsted Incorporated File = ROSEMO- I.SF -G.O. Water Revenue Bonds, Series 20038- SINGLE PURPOSE Advisors to the Public Sector 512812003 9:20 AM Page 10 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,945,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2003A (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, July 1, 2003, until 10:00 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223 -3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223 -3000 or fax (651) 223 -3046 for inclusion in the submitted Proposal. OR (b) Electro Bidding. Notice is hereby given that electronic proposals will be received via PARIT for purposes of the electronic bidding process, the time as maintained by PARITY shall constitute the official time with respect to all Bids submitted to PARITY Each bidder shall be solely responsible for making necessary arrangements to access PARITY for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents nor PARITY shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents nor PARITY shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY The City is using the services of PARITY sole) as a communication mechanism to conduct the electronic bidding for the Bonds, and PARITY not an agent of the City. If any provisions of this Terms of Proposal conflict with information provided by PARITY this Terms of Proposal shall control. Further information about PARITY including any fee charged, may be obtained from: PARITY', 40 West 23' Street, 5"' Floor, New York City, New York 10010, Customer Support, (212) 404 -8102. Page 11 DETAILS OF THE BONDS The Bonds will be dated July 1, 2003, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2004. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature February 1 in the years and amounts as follows: 2005 $210,000 2009 $190,000 2012 $190,000 2006 $195,000 2010 $190,000 2013 $195,000 2007 $195,000 2011 $190,000 2014 $195,000 2008 $195,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. .Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar that shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2011, and on any day thereafter, to prepay Bonds due on or after February 1, 2012. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge special assessments from benefited properties. The proceeds will be used to finance various improvements within the City. Page 12 TYPE OF PROPOSALS Proposals shall be for not less than $1,925,550 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $19,450, payable to the order of the City. If a check is used, it must accompany the proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, will be deposited by the City. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in level or ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Page 13 Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that.shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking ") whereunder the City will covenant for the benefit of the owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2- 12(b)(5). OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223 -3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 80 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated June 3, 2003 BY ORDER OF THE CITY COUNCIL /s/ Linda Jentink City Clerk Page 14 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,170,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2003B (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, July 1, 2003, until 10:00 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223 -3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223 -3000 or fax (651) 223 -3046 for inclusion in the submitted Proposal. OR (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARIT7 For purposes of the electronic bidding process, the time as maintained by PARITY shall constitute the official time with respect to all Bids submitted to PARITY Each bidder shall be solely responsible for making necessary arrangements to access PARITY for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents nor PARITY shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents nor PARITY shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY The City is using the services of PARITY sole) as a communication mechanism to conduct the electronic bidding for the Bonds, and PARITY"' not an agent of the City. If any provisions of this Terms of Proposal conflict with information provided by PARITY this Terms of Proposal shall control. Further information about PARITY including any fee charged, may be obtained from: PARITY 40 West 23` Street, 5 th Floor, New York City, New York 10010, Customer Support, (212) 404 -8102. Page 15 DETAILS OF THE BONDS The Bonds will be dated July 1, 2003, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2004. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature February 1 in the years and amounts as follows: 2005 $105,000 2006 $105,000 2007 $110,000 2008 $110,000 2009 $115,000 2010 $115,000 2011 $120,000 2012 $125,000 2013 $130,000 2014 $135,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar that shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2011, and on any day thereafter, to prepay Bonds due on or after February 1, 2012. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge net revenues derived through its water utility system. The proceeds will be used to finance improvements to the water utility system in the City. Page 16 TYPE OF PROPOSALS Proposals shall be for not less than $1,158,300 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $11,700, payable to the order of the City. If a check is used, it must accompany the proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, will be deposited by the City. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in level or ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Page 17 Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non- compliance with said terms for payment. CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking ") whereunder the City will covenant for the benefit of the owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2- 12(b)(5). OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223 -3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 45 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated June 3, 2003 BY ORDER OF THE CITY COUNCIL /s/ Linda Jentink, City Clerk Page 18