HomeMy WebLinkAbout[06] Bond Sale t•
c;rr� OF sr �c� ��H Council Agenda Item 6
MEETING DATE: March 15, 2012
AGENDA ITEM: Bond Sale, Monte Eastvold
BOARD/ COMMISSION /COMMITTEE RECOMMENDATION: None
PREVIOUS COUNCIL ACTION: Council authorized Resolution 2012 -002 appointing Northland
Securities to act as underwriter for the 2012 crossover water refunding bonds and appointed the Mayor
and Administrator to lock in favorable interest rates for the bond issue.
BACKGROUND INFORMATION: Monte Eastvold, Northland Securities, has been watching the
market rates to refund the 2005D GO Water Revenue Bonds that become callable on December 1, 2014.
The 2012A crossover refunding bonds will pay for the 2005D bonds on December 1, 2014. Proceeds
from the 2012A bonds will be held in an escrow account until then. Current payments on the 2005D
bonds will continue through the call date based on the old schedule.
The Average Coupon Rate of the 2005D bonds is 4.13 %. The Average Coupon Rate of the proposed
refunding bonds is estimated to be 2.038 %. This decrease in interest expense contributes to an overall
reduction in future debt service payment s of approximately $452,591 (7.46% savings). This is a true
savings figure in that all issuance- related expenses have been taken into account. The Mayor and
Administrator have not locked into the low interest rate as of March 13 The enclosed resolution is the
action before the Council to consider issuing the 2012A Crossover Water Refunding Bonds. Proceeds
will be held in escrow until the crossover date. Monte will bring updated bond schedules on Thursday.
Standards & Poor's rated the potential 2012 bond issue providing the City an A+ bond rating. This is the
highest rating the City has received in recent years. The rating summary states the City's strong due to its
proximity to St. Cloud (diverse employment opportunities), income levels, maintenance of very strong
reserves and moderate overall debt burden.
Under the Dodd -Frank Act the bonding underwriter and financial advisor must be separate entities. In
addition, the role of underwriter and financial advisor must be in writing for each bond issue. Council
appointed Northland Securities to act as underwriter in February and will continue in this role.
BUDGET/FISCAL IMPACT: Reduction of approx. $452,591 in future debt payments — Water Fund
New debt of $4,885,000 incurred.
ATTACHMENTS: RCA Bond Sale
Resolution 2012 -005 Providing the Issuance & Sale of the 2012A Bonds
Standards & Poor's Global Credit Portal Rating Report
REQUESTED COUNCIL ACTION: Note: Two separate actions are required:
1. Authorize Resolution 2012 -005 providing for the issuance and sale of $4,885,000 General
Obligation Water Revenue Crossover Refunding Bonds, Series 2012A and pledging for the
security thereof net revenues.
2. Approve contract for Northland Securities to purchase the crossover refunding bonds.
This page intentionally left blank
Resolution 2012 -005
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $4,885,000 GENERAL
OBLIGATION WATER REVENUE CROSSOVER REFUNDING BONDS, SERIES 2012A
AND PLEDGING FOR THE SECURITY THEREOF NET REVENUES
A. WHEREAS, the City Council of the City of St. Joseph, Minnesota (the "City "),
hereby determines and declares that it is necessary and expedient to provide moneys for a
crossover refunding of the City's $4,595,000 original principal amount of General Obligation
Water Revenue Bonds, Series 2005D, dated December 1, 2005 (the "Prior Bonds "), which
mature on and after December 1, 2015; and
B. WHEREAS, $4,595,000 aggregate principal amount of the Prior Bonds which
matures on and after December 1, 2015, is callable on December 1, 2014 (the "Refunded
Bonds "), at a price of par plus accrued interest, as provided in the resolution of the City Council
adopted on November 17, 2005, authorizing the issuance of the Prior Bonds (the "Prior
Resolution "); and
C. WHEREAS, the City owns and operates a municipal water system (the "System ")
as a separate revenue producing public utility and there are outstanding $3,575,000 original
principal amount of General Obligation Water Revenue Bonds, Series 2006A, dated January 1,
2006 and $425,000 original principal amount of General Obligation Water Revenue Refunding
Bonds, Series 2009C, dated October 1, 2009 (the "Outstanding Bonds "), the interest and
principal of which would constitute a prior lien upon the net revenues of the System; and
D. WHEREAS, the Prior Bonds were issued for the purpose of providing money to
finance improvements to the System (the "Project "); and
E. WHEREAS, the crossover refunding of the Refunded Bonds on December 1,
2014 (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
F. WHEREAS, the City Council hereby determines and declares that it is necessary
and expedient to issue $4,885,000 General Obligation Water Revenue Crossover Refunding
Bonds, Series 2012A (the "Bonds" or individually, a "Bond "), pursuant to Minnesota Statutes,
Chapter 475, to provide moneys for a crossover refunding of the Refunded Bonds; and
G. WHEREAS, the Bonds are being sold pursuant to a private sale as permitted by
Minnesota Statutes, Section 475.60, Subdivision 2(5); and
H. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of St. Joseph,
Minnesota, as follows:
1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser "), to
purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth,
4527878v1
and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby
accepted.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities. The Bonds shall dated April 1,
2012, 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 1 in the years and amounts as follows:
Year Amount Year Amount
2015 2022
2016 2023
2017 2024
2018 2025
2019 2026
2020 2027
2021 2028
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period "), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee ").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant ") or the person for which a Participant holds an interest in the Bonds shown
2
di77R7Av1
on the books and records of the Participant (the "Beneficial Owner "). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder "). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book -entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book -entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations ").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book - entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
3
4527878v1
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
fifteen calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book -entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10. To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (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 made a part of the resolution, and if and to the extent any
4
A 577A7A.,1
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose; Refunding Findings. The Bonds shall provide funds 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.
4. Interest. The Bonds shall bear interest payable semiannually on June 1 and
December 1 of each year (each, an "Interest Payment Date "), commencing December 1, 2012,
calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2015 2022
2016 2023
2017 2024
2018 2025
2019 2026
2020 2027
2021 2028
5. Redemption. Bonds maturing on December 1, 2022, and thereafter, shall be
subject to redemption and prepayment at the option of the City on December 1, 2021, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds prior to the date fixed for
redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of the 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 the Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of the Bonds to be redeemed. The Bonds to be
5
4527878v1
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder 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.
6. Bond Registrar. Northland Trust Services, Inc., in Minneapolis, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar "), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
6
4S77R72..1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
STEARNS COUNTY
CITY OF ST. JOSEPH
R- $
GENERAL OBLIGATION WATER REVENUE CROSSOVER REFUNDING BOND, SERIES
2012A
Interest Rate Maturity Date Date of Original Issue CUSIP
December 1, April 1, 2012
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of St. Joseph, Stearns County, Minnesota (the "Issuer "), certifies that it is
indebted and for value received promises to pay to the registered owner specified above, or
registered assigns, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for prior payment, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date "),
commencing December 1, 2012, 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 mailed to the
person in whose name this Bond is registered (the "Holder" or "Bondholder ") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date "). Any interest not so timely paid shall cease to be
payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of principal of,
premium, if any, and interest on this Bond and notice with respect thereto shall be made as
provided in the Letter of Representations, as defined in the Resolution, and surrender of this
Bond shall not be required for payment of the redemption price upon a partial redemption of this
7
4527R7Rvl
Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.
Optional Redemption. The Bonds of this issue (the "Bonds ") maturing on December 1,
2022, and thereafter, shall be subject to redemption and prepayment at the option of the City on
December 1, 2021, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the City; and if only part of the Bonds having a common maturity date are called for prepayment,
the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption
shall be given to the paying agent and to each affected Holder of the Bonds prior to the date
fixed for redemption.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar 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 assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory 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 Obligation. This Bond is one of an issue in the total principal
amount of $4,885,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate 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 15, 2012 (the "Resolution "), for the purpose of providing funds sufficient for a crossover
refunding on December 1, 2014, of the Issuer's General Obligation Water Revenue Bonds, Series
2005D, dated December 1, 2005 which mature on and after December 1, 2015. This Bond is
payable out of the Escrow Account and the Debt Service Account. This Bond constitutes a
general obligation of the Issuer, and to provide moneys for the prompt and full payment of its
principal, premium, if any, and interest when the same become due, the full faith and credit and
taxing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
8
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or 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 terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither
the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax - Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of St. Joseph, Stearns County, Minnesota, by its City
Council has caused this Bond to be executed on its behalf by the facsimile signatures of its
Mayor and its Administrator, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
9
4527878v1
Date of Registration: Registrable by: NORTHLAND TRUST SERVICES,
INC.
Payable at: NORTHLAND TRUST SERVICES,
BOND REGISTRAR'S INC.
CERTIFICATE OF
AUTHENTICATION CITY OF ST. JOSEPH,
STEARNS 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
Administrator
By
Authorized Signature
10
a577R7RvI
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the _ Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto the
within Bond and does hereby irrevocably constitute and appoint attorney to transfer
the Bond on the books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad- 15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address:
11
4527878v1
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED
SIGNATURE
DATE AMOUNT OF HOLDER
12
8. Execution; Temporary Bonds. The Bonds shall be in typewritten form, shall be
executed on behalf of the City by the signatures of its Mayor and Administrator and be sealed
with the seal of the City; provided, as permitted by law, both signatures may be photocopied
facsimiles and the corporate seal has been omitted. In the event of disability or resignation or
other absence of either officer, the Bonds may be signed by the manual or facsimile signature of
the officer who may act on behalf of the absent or disabled officer. In case either officer whose
signature or facsimile of whose signature shall appear on the Bonds 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 Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of
April 1, 2012. The Certificate of Authentication so executed on each Bond shall be conclusive
evidence that it has been authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
13
4527878v1
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Administrator is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder ") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth day of the calendar
month next preceding such Interest Payment Date (the "Regular Record Date "). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regular Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the
Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Funds and Accounts. For the convenience and proper administration of the
moneys to be borrowed and repaid on the Bonds, and to make adequate and specific security to
the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund
to be designated the "General Obligation Water Revenue Crossover Refunding Bonds, Series
14
2012A Fund" (the "Fund ") to be administered and maintained by the Finance Director as a
bookkeeping account separate and apart from all other funds maintained in the official financial
records of the City. The Fund shall be maintained in the manner herein specified until the Bonds
and the interest thereon shall have been fully paid. The Operation and Maintenance Account
heretofore established by the City for the System shall continue to be maintained in the manner
heretofore provided by the City. All moneys remaining after paying or providing for the items
set forth in the resolution establishing the Operation and Maintenance Account shall constitute
and are referred to as "net revenues" until the Bonds and the Outstanding Bonds have been paid.
The Finance Director and all officials and employees concerned therewith shall establish and
maintain financial records of the receipts and disbursements of the System in accordance with
this resolution. In such records there shall be established and maintained the following separate
accounts, 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, Minnesota, which is a
suitable financial institution within or without the State. All proceeds of the sale of the Bonds
shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of
issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance and any Bond
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 Escrow 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 Escrow 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 moneys 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 the Escrow Agreement, by and between the City and
Escrow Agent (the "Escrow Agreement "), a form of which is on file in the office of the
Administrator. 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: (1) after the Crossover Date, the net
revenues of the System not otherwise pledged and applied to the payment of other obligations of
the City, in an amount, together with other funds which may herein or hereafter from time to
time be irrevocably appropriated to the account sufficient to meet the requirements of Minnesota
Statutes, Section 475.61 for the payment of the principal and interest of the Bonds; (2) any
collections of all taxes which may hereafter be levied in the event the net revenues of the System
herein pledged to the payment of the principal and interest on the Bonds are insufficient therefor;
(3) any sums remitted to the City pursuant to the Escrow Agreement; (5) any funds remaining
after the Crossover Date in the Debt Service Account established by the Prior Bonds Resolution;
(6) all investment earnings on funds in the Debt Service Account; and (7) 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
15
4527878v1
when the Bonds and interest thereon are paid shall be used consistent with the Minnesota
Statutes, Section 475.61, Subdivision 4.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (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
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 not be invested in excess of the applicable yield restrictions
imposed by the arbitrage regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code ").
16. Pledge of System Net Revenues; Coverage Test. It is hereby found, determined
and declared that the System net revenues are sufficient to pay when due the principal of and
interest on the Bonds and the Outstanding Bonds and a sum at least five percent in excess
thereof, and the System net revenues are hereby pledged on a parity with the Outstanding Bonds
for the payment of the Bonds and shall be applied for that purpose, but solely to the extent
required to meet the principal and interest requirements of the Bonds as the same become due.
Nothing contained herein shall be deemed to preclude the City from making further pledges and
appropriations of the System net revenues for the payment of other or additional obligations of
the City, provided that it has first been determined by the City Council that the estimated System
net revenues will be sufficient for the payment of the Bonds and such additional obligations and
any such pledge and appropriation of the System net revenues may be made superior or
subordinate to, or on a parity with the pledge and appropriation herein.
(a) Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the System at the
times and in the amounts required to produce System net revenues adequate to pay the principal
and interest when due on the Bonds and the Outstanding Bonds.
(b) Excess System Net Revenues. System net revenues in excess of those required
for the foregoing may be used for any proper purpose.
(c) General Obligation Pledge. For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the System net revenues
pledged to the payment of the principal and interest on the Bonds, together with other funds
irrevocably appropriated to the Escrow Account or the Debt Service Account, shall at any time
16
4 1,112.,1
be insufficient to pay the principal and interest when due, the City covenants and agrees to levy,
without limitation as to rate or amount an ad valorem tax upon all taxable property in the City
sufficient to pay such principal and interest as it becomes due. If the balance in the Escrow
Account or the Debt Service Account is ever insufficient to pay all principal and interest then
due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other
accounts of the City which are available for such purpose, and such other funds may be
reimbursed without interest from the Escrow Account or the Debt Service Account when a
sufficient balance is available therein.
17. 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
Council has investigated the facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
18. Escrow Agreement. On or prior to the delivery of the Bonds the Mayor and
Administrator shall, and are hereby authorized and directed to, execute on behalf of the City the
Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of
this resolution, and the City covenants that it will promptly enforce all provisions thereof in the
event of default thereunder by the Escrow Agent.
19. Purchase of SLGS or Open Market Securities. The Escrow Agent, as agent for
the City, is hereby authorized and directed to purchase on behalf of the Council and in its name
the appropriate United States Treasury Securities, State and Local Government Series and/or
open market securities as provided in paragraph 18, 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 Agreement and to execute all such documents (including the appropriate
subscription form) required to effect such purchase in accordance with the applicable U.S.
Treasury Regulations.
20. Redemption of Prior Bonds. The Prior Bonds shall be redeemed and prepaid in
accordance with the terms and conditions set forth in the Notice of Call for Redemption, in the
form attached to the Escrow Agreement, which terms and conditions are hereby approved and
incorporated herein by reference. The Notice of Call for Redemption shall be given pursuant to
the Escrow Agreement.
21. Prior Bonds; Security. 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.
22. Supplemental Resolution. The Prior Resolutions are hereby supplemented to the
extent necessary to give effect to the provisions of this resolution.
23. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
17
4527878y1
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also at any time discharge its obligations with respect to any Bonds,
subject to the provisions of law now or hereafter authorizing and regulating such action, by
depositing irrevocably in escrow, with a suitable banking institution qualified by law as an
escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67,
Subdivision 8, bearing interest payable at such times and at such rates and maturing on such
dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to
become due thereon to maturity or, if notice of redemption as herein required has been duly
provided for, to such earlier redemption date.
24. Certificate of Registration. A certified copy of this resolution is hereby directed
to be filed with the County Auditor of Stearns County, Minnesota, together with such other
information as the County Auditor shall require, and to obtain from the County Auditor a
certificate that the Bonds have been entered in the County Auditor's Bond Register and that the
tax levy required by law has been made.
25. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
26. Negative Covenant as to Use of Proceeds and Projects. The City hereby
covenants not to use the proceeds of the Bonds or to use the Projects 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 Projects, in such a manner as to cause the Bonds to be "private activity bonds"
within the meaning of Sections 103 and 141 through 150 of the Code.
27. Tax - Exempt Status of the Bonds; Rebate. The City is subject to the rebate
requirement imposed by Section 148(f) of the Code because the Refunded Bonds did not qualify
for the small issuer exception from rebate as provided in Section 148(f)(4)(D) of the Code and
Section 1.148 -8 of the Regulations.
28. Designation of Qualified Tax- Exempt Obligations. In order to qualify the Bonds
as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
18
(c) the City hereby designates the Bonds as "qualified tax - exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax - exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2012 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2012 have been designated for purposes of Section 265(b)(3) of the Code.
The City shall use its best efforts to comply with any federal procedural requirements which may
apply in order to effectuate the designation made by this paragraph.
29. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2 -12 (the "Rule "),
promulgated by the Securities and Exchange Commission (the "Commission ") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking ") hereinafter described to:
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB ") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such amendment.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Administrator of the City, or any other officer of the City authorized to
act in their place (the "Officers ") are hereby authorized and directed to execute on behalf of the
City the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
19
4527878v1
30. Governmental Bonds Post - Issuance Compliance Policies and Procedures. The
City hereby approves the Governmental Bonds Post - Issuance Compliance Policies and
Procedures in substantially the form presented to the City Council.
31. Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
32. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by member
and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
20
AGT1Q,Q..,
STATE OF MINNESOTA
COUNTY OF STEARNS
CITY OF ST. JOSEPH
I, the undersigned, being the duly qualified and acting Administrator of the City of St.
Joseph, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing
extract of minutes with the original thereof on file in my office, and that the same is a full, true
and complete transcript of the minutes of a meeting of the City Council, duly called and held on
the date therein indicated, insofar as such minutes relate to providing for the issuance and sale of
$4,885,000 General Obligation Water Revenue Crossover Refunding Bonds, Series 2012A.
WITNESS my hand on March 15, 2012.
Administrator
21
4527878v1
c
I r -S� f
r ; am s -'
G 4 TM� *� v �' t STANDARD ,, &POO Ratings � . y r 4 4 4 ,
s „
}
a,
March 12, 2012
Su mma ry:
St. Joseph, Minnesota; Genera
Obligation; Ikon- School State
Programs
Primary Credit t:
B lake Yocom, Chic Analys 11 ► 312 - 233 -7056; blake @standardandpoors.com
Linda Merus, Chicago
Secondary Contact:
( 1) 312-233-7017, linda _merus @standardandpoors.com
' Table Of Contents
Rationale
M i.
Outlook
Related Criteria And Research
,
R '
1
www. standardandpoors .com /ratingsdirect
Summary:
St. Joseph Minnesota; General Obligation;
Non - School State Programs
Credit Profile
US$4.885 mil GO wtr rev crossover rfdg bnds ser 2012A dtd 04/01/2012 due 12/01/2028
Long Term Hating A+ /Stable New
Rationale
Standard & Poor's Ratings Services has assigned its 'A +' long -term rating to St. Joseph, Minn.'s series 2012A
general obligation (GO) water revenue crossover refunding bonds. Standard & Poor's also affirmed its 'A +'
long -term rating and underlying rating (SPUR) and 'AA +' program rating on the city's previously issued GO debt.
The outlook is stable.
The 'AA +' program rating reflects the city's participation in the Minnesota Credit Enhancement Program.
The 'A +' long -term rating and SPUR reflect our view of the city's:
• Proximity and access to St. Cloud, Minn., which provides a diverse employment base;
• Good income levels;
• Maintenance of very strong reserves; and
• Moderate overall debt burden.
Partially offsetting the preceding credit strengths are the city's historically high debt service carrying charges, as well
as our concerns about the financial strength of the city's water and sewer operations.
The city's unlimited -tax GO pledge secures the bonds. We understand the city intends to pay debt service from net
revenues of the water system. The city will use bond proceeds to crossover refund its series 2005D GO water
revenue bonds for interest cost savings.
St. Joseph covers 4.1 square miles in Stearns County, about eight miles west of St. Cloud and 70 miles northwest of
the Minneapolis -St. Paul metropolitan area. The city's population increased nearly 40% in the past decade to reach
6,534 in 2010. City residents have full participation in the nearby St. Cloud area economy ('AA +' GO debt rating).
St. Cloud (population: 65,842) serves as the regional employment, retail, trade, and health care center for a
three -county area in central Minnesota. Unemployment in the St. Cloud metropolitan area as of December 2011 was
5.8 %, above the state's 5.7% rate but well below the 8.5% national average during the same time period. The city's
median household effective buying income is adequate, in our opinion, at 88% of the state's average and good at
96% of the nation's average. Management has stated that income levels are suppressed partially due to the student
population (about 2,100) at the College of St. Benedict located within the city.
Tax base growth in the city was very strong, with taxable market value averaging 23.6% annual increases between
2002 and 2008 before contracting 0.2% in 2009 and 2.9% in 2010 to $319.57 million. The city's indicated market
value, which is a better representation of area market prices, was $316.12 million, or, in our opinion, adequate at
Standard & Poors 1 RatingaDirect on the Global Credit Portal 1 March 12, 2012 2
9454 -18 1 20023 3792
Summary: St. Joseph, Minnesota; General Obligation; Non - School State Programs
48,380 per capita. The 10 leading taxpayers account for 12.4% of net tax capacity, which is very diverse, in our
opinion.
We consider St. Joseph's financial position to be very strong, as demonstrated by very strong general fund reserves.
At fiscal year -end 2010 (Dec. 31), the unreserved general fund balance (only $20,000 reserved) totaled $1.65 million
after a $6,000 surplus, or 67.7% of expenditures, which is very strong, in our opinion. The city has been adjusting
to continued reductions in local government aid (LGA) and the market value homestead credit from the state by
delaying capital expenditures and leaving positions unfilled. Management had also conservatively anticipated and
budgeted for a portion of local government aid cuts. For fiscal 2011, management estimates close to break -even
results and potentially a small surplus in the general fund due primarily to a positive budget variance in building
permit revenues. For fiscal 2012, the budget is breakeven and includes flat LGA from the previous year. Property
taxes (45.6 %) are the leading general fund revenue source, followed by intergovernmental aid (30.5 %).
Standard & Poor's considers St. Joseph's financial management practices "good" under its Financial Management
Assessment (FMA) methodology. An FMA of good indicates that practices exist in most areas, although not all
might be formalized or regularly monitored by governance officials. Management provides reports on budgeted
numbers compared to actual results to the city council monthly. The city also uses a five -year capital improvement
plan to address capital needs. The city does not have a multiyear financial plan but recently adopted a debt
management policy. Management maintains a general fund reserves goal of four to six months of expenditures.
In our opinion, St. Joseph's overall debt burden is moderate at $2,776 per capita and 5.7% of market value. Debt
service carrying charges are high at 52.8% of total governmental expenditures, less capital outlay, in fiscal 2010.
The city supports approximately 41 % of its GO debt with special assessments. In addition, the GO water revenue
debt (including this issue) accounts for 48.5% of the city's net direct debt obligation. Recent trends have shown a
higher reliance on water and sewer access fees to make debt service payments and operating losses in both the water
and sewer funds. Debt amortization is rapid, with officials retiring 84% of principal over 10 years. The city has no
formal debt plans at this time.
The city participates in contributory pension plans through the Public Employees Retirement Association (PERA),
which cover all full -time and certain part -time employees. PERA administers the General Employees Retirement
Fund (GERF) and the Public Employees Police and Fire Fund (PEPFF), which are cost sharing, multiple - employer
defined - benefit retirement plans. The city's contribution of $111,448, or 1.8% of total governmental expenditures in
2010, was equal to the contractually required contribution set by Minnesota statute. St. Joseph does not provide its
retirees with other postemployment benefits. Retirees can stay on the city's health insurance until the age of 65.
However, they are responsible for paying the entire premium. As of Jan. 1, 2009, the unfunded actuarial accrued
liability for benefits was $345,319.
Outlook
The stable outlook reflects our expectation that the city will maintain balanced financial operations and strong
reserves despite reductions in state aid. We do not expect to change the rating within the two -year timeframe of the
outlook because we expect balanced operations and the maintenance of at least strong reserves in accordance with
management's internal targets to continue. The city's access to St. Cloud, which serves as a regional economic center
in the area, provides further rating stability.
www. standardandpoors .com/ratingsdirect 3
9 a5 148 I21102 37K
Summary: St. Joseph, Minnesota; General Obligation; Non - School State Programs
Related Criteria And Research
• USPF Criteria: GO Debt, Oct. 12, 2006
• USPF Criteria: State Credit Enhancement Programs, Nov. 13, 2008
Ratings Detail (As Of March 12, 2012)
St. Joseph GO
Long Term Rating A+ /Stable Affirmed
St. Joseph GO State Credit Enhancement
Long Term Rating AA+ /Stable Affirmed
St, Joseph GO (AGM)
Unenhanced Rating A +(SPUR)/Stable Affirmed
Many issues are enhanced by bond insurance.
Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at
www.globakreditportal.com. All ratings affected by this rating action can be found on Standard & Poor's public
Web site at www.standardandpoors.com. Use the Ratings search box located in the left column.
Standard & Poors 1 RatingsDirect on the Global Credit Portal 1 March 12, 2012 4
94E448 100233792
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Refunding Summary
Dated 04/01/2012 I Delivered 04/19/2012
Sources Of Funds
Par Amount of Bonds $4,860,000.00
Reoffering Premium 53,112.65
Accrued Interest from 04/01/2012 to 04/19/2012 5,400.38
Total Sources $4,918,513.03
Uses Of Funds
Deposit to Crossover Escrow Fund 4,830,141.89
Total Underwriter's Discount (1.300 %) 63,180.00
Costs of Issuance 22,375.00
Rounding Amount 2,816.14
Total Uses $4,918,513.03
Flow of Funds Detail
State and Local Govemment Series (SLGS) rates for 3/14/2012
Date of OMP Candidates
Crossover Escrow Fund Solution Method Net Funded
Total Cost of Investments $4,830,141.89
Interest Earnings @ 0.427% 52,878.11
Total Draws $4,883,020.00
Issues Refunded And Call Dates
05dold 12/01/2014
PV Analysis Summary (Net to Net)
Net PV Cashflow Savings @ 2.183 %(Bond Yield) 296,037.18
Contingency or Rounding Amount 2,816.14
Net Present Value Benefit $298,853.32
Net PV Benefit 1 $4,595,000 Refunded Principal 6.504%
Net PV Benefit / $4,860,000 Refunding Principal 6.149%
Bond Statistics
Average Life 10.017 Years
Average Coupon 2.3266710%
Net Interest Cost (NIC) 2.3473509%
Bond Yield for Arbitrage Purposes 2.1827619%
True Interest Cost (TIC) 2.3283100%
All Inclusive Cost (AIC) 2.3810927%
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 1
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Debt Service Comparison
Date Total P +I PCF Existing D/S Net New D/S Old Net D/S Savings
12/01/2012 72,005.00 (72,005.00) 189,143.76 186,327.62 189,143.76 2,816.14
12/01/2013 108,007.50 (108,007.50) 189,143.76 189,143.76 189,143.76 -
12/01/2014 108,007.50 (4,703,007.50) 4,784,143.76 189,143.76 189,143.76 0.00
12/01/2015 163,007.50 - - 163,007.50 189,143.76 26,136.26
12/01/2016 162,457.50 - - 162,457.50 189,143.76 26,686.26
12/01/2017 561,907.50 - - 561,907.50 589,143.76 27,236.26
12/01/2018 567,807.50 - - 567,807.50 593,143.76 25,336.26
12/01/2019 563,407.50 - - 563,407.50 586,343.76 22,936.26
12/01/2020 553,907.50 - - 553,907.50 578,606.26 24,698.76
12/01/2021 554,407.50 - - 554,407.50 580,456.26 26,048.76
12/01/2022 554,707.50 - - 554,707.50 581,481.26 26,773.76
12/01/2023 553,817.50 - 553,817.50 581,681.26 27,863.76
12/01/2024 561,697.50 - - 561,697.50 586,056.26 24,358.76
12/01/2025 563,572.50 - - 563,572.50 589,400.00 25,827.50
12/01/2026 109,262.50 - - . 109,262.50 136,575.00 27,312.50
12/01/2027 116,412.50 - - 116,412.50 141,475.00 25,062.50
12/01/2028 118,277.50 - - 118,277.50 145,950.00 27,672.50
Total $5,992,670.00 (4,883,020.00) $5,162,431.28 $6,269,265.14 $6,636,031.38 $366,766.24
PV Analysis Summary (Net to Net)
Gross PV Debt Service Savings 296,037.18
Net PV Cashflow Savings @ 2.183 %(Bond Yield) 296,037.18
Contingency or Rounding Amount 2,816.14
Net Present Value Benefit $298,853.32
Net PV Benefit / $4,936,051.30 PV Refunded Debt Service 6.055%
Net PV Benefit / $4,595,000 Refunded Principal... 6.504%
Net PV Benefit / $4,860,000 Refunding Principal.. 6.149%
Refunding Bond Information
Refunding Dated Date 4/01/2012
Refunding Delivery Date 4/19/2012
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 2
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Debt Service Schedule
Date Principal Coupon Interest Total P +I Fiscal Total
04/19/2012 - - - - -
12/01/2012 - - 72,005.00 72,005.00 72,005.00
06/01/2013 - - 54,003.75 54,003.75 -
12/01/2013 - - 54,003.75 54,003.75 108,007.50
06/01/2014 - - 54,003.75 54,003.75 -
12/01/2014 - - 54,003.75 54,003.75 108,007.50
06/01/2015 - - 54,003.75 54,003.75 -
12/01/2015 55,000.00 1.000% 54,003.75 109,003.75 163,007.50
06/01/2016 53,728.75 53,728.75 -
12/01 /2016 55,000.00 1.000% 53,728.75 108,728.75 162,457.50
06/01/2017 - - 53,453.75 53,453.75
12/01/2017 455,000.00 2.000% 53,453.75 508,453.75 561,907.50
06/01/2018 - - 48,903.75 48,903.75 -
12/01/2018 470,000.00 2.000% 48,903.75 518,903.75 567,807.50
06/01/2019 - - 44,203.75 44,203.75 -
12/01/2019 475,000.00 2.000% 44,203.75 519,203.75 563,407.50
06/01/2020 - - 39,453.75 39,453.75 -
12/01/2020 475,000.00 2.000% 39,453.75 514,453.75 553,907.50
06/01/2021 - - 34,703.75 34,703.75 -
12/01/2021 485,000.00 2.000% 34,703.75 519,703.75 554,407.50
06/01/2022 - - 29,853.75 29,853.75 -
12/01/2022 495,000.00 2.200% 29,853.75 524,853.75 554,707.50
06/01/2023 - - 24,408.75 24,408.75 -
12/01/2023 505,000.00 2.400% 24,408.75 529,408.75 553,817.50
06/01/2024 - - 18,348.75 18,348.75 -
12/01/2024 525,000.00 2.500% 18,348.75 543,348.75 561,697.50
06/01/2025 - - 11,786.25 11,786.25 -
12/01/2025 540,000.00 2.650% 11,786.25 551,786.25 563,572.50
06/01/2026 - - 4,631.25 4,631.25 -
12/01/2026 100,000.00 2.850% 4,631.25 104,631.25 109,262.50
06/01/2027 - - 3,206.25 3,206.25 -
12/01/2027 110,000.00 2.850% 3,206.25 113,206.25 116,412.50
06/01/2028 - - 1,638.75 1,638.75 -
12/01/2028 115,000.00 2.850% 1,638.75 116,638.75 118,277.50
Total $4,860,000.00 - $1,132,670.00 $5,992,670.00 -
Dated 4/01/2012
Delivery Date 4/19/2012
First Coupon Date 12/01/2012
First available call date 12/01/2021
Call Price 100.0000000%
Accrued Interest from 04/01/2012 to 04/19/2012 5,400.38
Bond Year Dollars $48,682.00
Average Life 10.017 Years
Average Coupon 2.3266710%
Net Interest Cost (MC) 2.3473509%
True Interest Cost (TIC) 2.3283100%
All Inclusive Cost (ANC) 2.3810927%
Bond Yield for Arbitrage Purposes 2.1827619%
Net Interest Cost 2.1908668%
Weighted Average Maturity 9.979 Years
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 3
III Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Pricing Summary
Maturity
Maturity Type of Bond Coupon Yield Value Price Dollar Price
12/01/2016 Term 1 Coupon 1.000% 0.900% 110,000.00 100.451% 110,496.10
12(01/2017 Serial Coupon 2.000% 1.150% 455,000.00 104.609% 475,970.95
12/01/2018 Serial Coupon 2.000% 1.400% 470,000.00 103.778% 487,756.60
12/01/2019 Serial Coupon 2.000% 1.700% 475,000.00 102.134% 485,136.50
12/01/2020 Serial Coupon 2.000% 1.900% 475,000.00 100.790% 478,752.50
_12/01/2021 Serial Coupon 2.000% 2.000% 485,000.00 100.000% 485,000.00
12/01/2022 Serial Coupon 2.200% 2.200% 495,000.00 100.000% 495,000.00
12/01/2023 Serial Coupon 2.400% 2.400% 505,000.00 100.000% 505,000.00
12/01/2024 Serial Coupon 2.500% 2.500% 525,000.00 100.000% 525,000.00
12/01/2025 Serial Coupon 2.650% 2.650% 540,000.00 100.000% 540,000.00
12/01/2028 Term 2 Coupon 2.850% 2.850% 325,000.00 100.000% 325,000.00
Total - - - $4,860,000.00 - $4,913,112.65
Dated 4/01/2012
Delivery Date 4/19/2012
First Coupon Date 12/01/2012
First available call date 12/01/2021
Call Price 100.0000000%
Par Amount of Bonds $4,860,000.00
Reoffering Premium or (Discount) 53,112.65
Gross Production $4,913,112.65
Total Underwriter's Discount (1.300 %) $(63,180.00)
Bid (99.793 %) 4,849,932.65
Accrued Interest from 04/01/2012 to 04/19/2012 5,400.38
Total Purchase Price $4,855,333.03
Bond Year Dollars $48,682.00
Average Life 10.017 Years
Average Coupon 2.3266710%
Net Interest Cost (NIC) 2.3473509%
True Interest Cost (TIC) 2.3283100%
05dref 1 SINGLE PURPOSE 1 3/14/2012 l 1:03 PM
Northland Securities
Public Finance Page 4
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Proof Of Bond Yield @ 2.1827619%
Cumulative
Date Cashflow PV Factor Present Value PV
04/19/2012 - 1.0000000x - -
12/01/2012 72,005.00 0.9867018x 71,047.46 71,047.46
06/01/2013 54,003.75 0.9760494x 52,710.33 123,757.79
12/01/2013 54,003.75 0.9655119x 52,141.27 175,899.05
06/01/2014 54,003.75 0.9550883x 51,578.35 227,477.40
12/01/2014 54,003.75 0.9447772x 51,021.51 278,498.91
06/01/2015 54,003.75 0.9345774x 50,470.68 328,969.59
12/01/2015 109,003.75 0.9244877x 100,772.62 429,742.22
06/01/2016 53,728.75 0.9145069x 49,135.31 478,877.53
12/01/2016 108,728.75 0.9046339x 98,359.72 577,237.25
06/01/2017 53,453.75 0.8948675x 47,834.02 625,071.27
12/01/2017 508,453.75 0.8852065x 450,086.58 1,075,157.86
06/01/2018 48,903.75 0.8756499x 42,822.56 1,117,980.42
12/01/2018 518,903.75 0.8661964x 449,472.54 1,567,452.96
06/01/2019 44,203.75 0.8568449x 37,875.76 1,605,328.72
12/01/2019 519,203.75 0.8475944x 440,074.21 2,045,402.93
06/01/2020 39,453.75 0.8384438x 33,079.75 2,078,482.68
12/01/2020 514,453.75 0.8293920x 426,683.82 2,505,166.50
06/01/2021 34,703.75 0.8204379x 28,472.27 2,533,638.77
12/01/2021 519,703.75 0.8115805x 421,781.41 2,955,420.18
06/01/2022 29,853.75 0.8028186x 23,967.15 2,979,387.33
12/01/2022 524,853.75 0.7941514x 416,813.35 3,396,200.68
06/01/2023 24,408.75 0.7855778x 19,174.97 3,415,375.65
12/01/2023 529,408.75 0.7770967x 411,401.79 3,826,777.44
06/01/2024 18,348.75 0.7687072x 14,104.82 3,840,882.26
12/01/2024 543,348.75 0.7604082x 413,166.86 4,254,049.12
06/01/2025 11,786.25 0.7521989x 8,865.60 4,262,914.72
12/01/2025 551,786.25 0.7440781x 410,572.09 4,673,486.80
06/01/2026 4,631.25 0.7360451x 3,408.81 4,676,895.61
12/01/2026 104,631.25 0.7280988x 76,181.88 4,753,077.50
06/01/2027 3,206.25 0.7202382x 2,309.26 4,755,386.76
12/01/2027 113,206.25 0.7124625x 80,655.21 4,836,041.97
06/01/2028 1,638.75 0.7047708x 1,154.94 4,837,196.91
12/01/2028 116,638.75 0.6971621x 81,316.12 4,918,513.03
Total $5,992,670.00 - $4,918,513.03
Derivation Of Target Amount
Par Amount of Bonds $4,860,000.00
Reoffering Premium or (Discount) 53,112.65
Accrued Interest from 04/01/2012 to 04/19/2012 5,400.38
Original Issue Proceeds $4,918,513.03
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 5
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Detail Costs Of Issuance
Dated 04/01/2012 I Delivered 04/19/2012
COSTS OF ISSUANCE DETAIL
Bond Counsel $7,500.00
Rating Agency Fee $9,000.00
Miscellaneous $200.00
Escrow Agent $1,575.00_
Registrar / Paying Agent $1,600.00
CPA / Verification $2,500.00
TOTAL $22,375.00
05dref I SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 6
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Total Prior Net Debt Service
Fiscal
Date Principal Coupon Interest Total P +I Net D/S Total
04/19/2012 - - - - - -
06/01/2012 - - 94,571.88 94,571.88 94,571.88 -
12/01/2012 - - 94,571.88 94,571.88 94,571.88 189,143.76
06/01/2013 - - 94,571.88 94,571.88 94,571.88 -
12/01/2013 - 94,571.88 94,571.88 94,571.88 189,143.76
-
06/01/2014 - - 94,571.88 94,571.88 94,571.88 -
12/01/2014 - - 94,571.88 94,571.88 94,571.88 189,143.76
06/01/2015 - - 94,571.88 94,571.88 94,571.88 -
12/01/2015 - - 94,571.88 94,571.88 94,571.88 189,143.76
06/01/2016 - - 94,571.88 94,571.88 94,571.88 12/01/2016 - 94,571.88 94,571.88 94,571.88 189,143.76
-
06/01/2017 - - 94,571.88 94,571.88 94,571.88 -
12/01/2017 400,000.00 4.000% 94,571.88 494,571.88 494,571.88 589,143.76
06/01/2018 - 86,571.88 86,571.88 86,571.88
12/01/2018 420,000.00 4.000% 86,571.88 506,571.88 506,571.88 593,143.76
06/01/2019 - - 78,171.88 78,171.88 78,171.88 -
12/01/2019 430,000.00 4.125% 78,171.88 508,171.88 508,171.88 586,343.76
06/01/2020 - - 69,303.13 69,303.13 69,303.13 -
12/01/2020 440,000.00 4.125% 69,303.13 509,303.13 509,303.13 578,606.26
06/01/2021 - - 60,228.13 60,228.13 60,228.13 -
12/01/2021 460,000.00 4.125% 60,228.13 520,228.13 520,228.13 580,456.26
06/01/2022 - - 50,740.63 50,740.63 50,740.63 -
12/01/2022 480,000.00 4.125% 50,740.63 530,740.63 530,740.63 581,481.26
06/01/2023 - - 40,840.63 40,840.63 40,840.63 -
_ 12/01/2023 500,000.00 4.125% 40,840.63 540,840.63 540,840.63 581,681.26
06/01/2024 - - 30,528.13 30,528.13 30,528.13 -
12/01/2024 525,000.00 4.125% 30,528.13 555,528.13 555,528.13 586,056.26
06/01 /2025 - - 19,700.00 19,700.00 19,700.00 -
12/01/2025 550,000.00 4.150% 19,700.00 569,700.00 569,700.00 589,400.00
06/01/2026 - - 8,287.50 8,287.50 8,287.50 -
12/01 /2026 120,000.00 4.250% 8,287.50 128,287.50 128,287.50 136,575.00
06/01/2027 - 5,737.50 5,737.50 5,737.50 -
12/01/2027 130,000.00 4.250% 5,737.50 135,737.50 135,737.50 141,475.00
06/01/2028 - - 2,975.00 2,975.00 2,975.00 -
12/01 /2028 140,000.00 4.250% 2,975.00 142,975.00 142,975.00 145,950.00
Total $4,595,000.00 - $2,041,031.38 $6,636,031.38 $6,636,031.38 -
Sources Of Funds
Total Sources -
Uses Of Funds
Total Uses -
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 7
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Bonds of 2005D
Debt Service To Maturity And To Call
Refunded Interest to Refunded
Date Bonds Call D/S To Call Principal Coupon Interest D/S Fiscal Total
06/01/2012 - 94,571.88 94,571.88 - - 94,571.88 94,571.88 -
12/01/2012 - 94,571.88 94,571.88 - - 94,571.88 94,571.88 189,143.76
06/01/2013 - 94,571.88 94,571.88 - - 94,571.88 94,571.88 -
12/01/2013 - 94,571.88 94,571.88 - - 94,571.88 94,571.88 189,143.76
06/01/2014 - 94,571.88 94,571.88 - - 94,571.88 94,571.88 -
12/01/2014 4,595,000.00 94,571.88 4,689,571.88 - - 94,571.88 94,571.88 189,143.76
06/01/2015 - - - - - 94,571.88 94,571.88 -
12/01/2015 - - - - - 94,571.88 94,571.88 189,143.76
06/01/2016 - - - - - 94,571.88 94,571.88 -
12/01/2016 - - - - - 94,571.88 94,571.88 189,143.76
06/01/2017 - - - - - 94,571.88 94,571.88 -
12/01/2017 - - - 4 4.000% 94,571.88 494,571.88 589,143.76
06/01/2018 - - - - - 86,571.88 86,571.88 -
12/01/2018 - - - 420,000.00 4.000% 86,571.88 506,571.88 593,143.76
06/01/2019 - - - - - 78,171.88 78,171.88 -
12/01/2019 - - - 430,000.00 4.125% 78,171.88 508,171.88 586,343.76
06/01/2020 - - - - - 69,303.13 69,303.13 -
12/01/2020 - - - 440,000.00 4.125% 69,303.13 509,303.13 578,606.26
06/01/2021 - - - - - 60,228.13 60,228.13 -
12/01/2021 - - - 460,000.00 4.125% 60,228.13 520,228.13 580,456.26
06/01/2022 - - - - - 50,740.63 50,740.63 -
12/01/2022 - - - 480,000.00 4.125% 50,740.63 530,740.63 581,481.26
06/01/2023 - - - - - 40,840.63 40,840.63 -
12/01/2023 - - - 500,000.00 4.125% 40,840.63 540,840.63 581,681.26
06/01/2024 - - - - - 30,528.13 30,528.13 -
12/01/2024 - - - 525,000.00 4.125% 30,528.13 555,528.13 586,056.26
06/01/2025 - - - - - 19,700.00 19,700.00 -
12/01/2025 - - - 550,000.00 4.150% 19,700.00 569,700.00 589,400.00
06/01/2026 - - - - - 8,287.50 8,287.50 -
12/01/2026 - - - 120,000.00 4.250% 8,287.50 128,287.50 136,575.00
06/01/2027 - - - - - 5,737.50 5,737.50 -
12/01/2027 - - - 130,000.00 4.250% 5,737.50 135,737.50 141,475.00
06/01/2028 - - - - - 2,975.00 2,975.00 -
12/01/2028 - - - 140,000.00 4.250% 2,975.00 142,975.00 145,950.00
Total $4,595,000.00 $567,431.28 $5,162,431.28 $4,595,000.00 - $2,041,031.38 $6,636,031.38 -
•
Yield Statistics
Average Life 10.419 Years
Weighted Average Maturity (Par Basis) 10.369 Years
Average Coupon 4.1317020%
Refunding Bond Information
Refunding Dated Date 4/01/2012
Refunding Delivery Date 4/19/2012
05dold 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 8
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Crossover Escrow Fund Cashflow
Date Principal Rate Interest Receipts Disbursements Cash Balance
04/19/2012 - - - 0.89 - 0.89
12/01/2012 59,409.00 0.160% 12,595.96 72,004.96 72,005.00 0.85
06/01/2013 43,852.00 0.200% 10,151.73 54,003.73 54,003.75 0.83
12/01/2013 43,896.00 0.270% 10,107.88 54,003.88 54,003.75 0.96
06/01/2014 43,955.00 0.340% 10,048.63 54,003.63 54,003.75 0.84
12/01/2014 4,639,029.00 0.430% 9,973.91 4,649,002.91 4,649,003.75 -
Total $4,830,141.00 - $52,878.11 $4,883,020.00 $4,883,020.00 -
Investment Parameters
Investment Model [PV, GIC, or Securities] Securities
Default investment yield target Bond Yield
Cash Deposit 0.89
Cost of Investments Purchased with Bond Proceeds 4,830,141.00
Total Cost of Investments $4,830,141.89
Target Cost of Investments at bond yield $4,619,750.00
Actual positive or (negative) arbitrage (210,391.89)
Yield to Receipt 0.4268020%
Yield for Arbitrage Purposes 2.1827619%
State and Local Government Series (SLGS) rates for 3/14/2012
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 9
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Crossover Escrow Summary Cost
Par Principal +Accrued
Maturity Type Coupon Yield Price Amount Cost Interest = Total Cost
Crossover Escrow
12/01/2012 SLGS -CI 0.160% 0.160% 100 - .000000 59,409 59,409.00 - 59,409.00
06/01/2013 SLGS -NT 0.200% 0.200% 100 - .000000 43,852 43,852.00 - 43,852.00
12/01/2013 SLGS -NT 0.270% 0.270% 100 - .000000 43,896 43,896.00 - 43,896.00
06/01/2014 SLGS -NT 0.340% 0.340% 100 - .000000 43,955 43,955.00 - 43,955.00
12/01/2014 SLGS -NT 0.430% 0.430% 100 - .000000 4,639,029 4,639,029.00 - 4,639,029.00
Subtotal - - - $4,830,141 $4,830,141.00 - $4,830,141.00
Total - - - $4,830,141 $4,830,141.00 - $4,830,141.00
Crossover Escrow
Cash Deposit 0.89
Cost of Investments Purchased with Bond Proceeds 4,830,141.00
Total Cost of Investments $4,830,141.89
Delivery Date 4/19/2012
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
III Northland Securities
Public Finance Page 10
Final
City of Saint Joseph, Minnesota
G.O. Water Revenue Crossover Refunding Bonds, Series 2012A
2005D
Primary Purpose Fund Proof Of Yield @ 0.4268020%
Cumulative
Date Cashflow PV Factor Present Value PV
04/19/2012 - 1.0000000x - -
12/01/2012 72,004.96 0.9973743x 71,815.90 71,815.90
06/01/2013 54,003.73 0.9952504x 53,747.24 125,563.13
12/01/2013 54,003.88 0.9931311x 53,632.93 179,196.07
06/01/2014 54,003.63 0.9910162x 53,518.47 232,714.54
12/01/2014 4,649,002.91 0.9889059x 4,597,426.46 4,830,141.00
Total $4,883,019.11 - $4,830,141.00 -
Composition Of Initial Deposit
Cost of Investments Purchased with Bond Proceeds 4,830,141.00
Adjusted Cost of Investments 4,830,141.00
05dref 1 SINGLE PURPOSE 1 3/14/2012 1 1:03 PM
Northland Securities
Public Finance Page 11
PD F 4144 -2 Final OMB No. 1535 -0092
Department of the Treasury STATE AND LOCAL GOVERNMENT SERIES
Bureau of the Public Debt TIME DEPOSIT
(Revised July 1999)
The United States Treasury Securities - State and Local Governement Series subscribed for on PD F 4144 and account information
furnished on PD F 4144 -1 to which this schedule is attached and incorporated, are requested to be issued and held in book -entry
accounts on the books of the Department of the Treasury.
PRINCIPAL INTEREST ISSUE MATURITY FIRST INTEREST*
AMOUNT RATE DATE DATE PAYMENT DATE
(MMDDYY) ( MMDDYY) (MMDDYY)
59,409 0.160% 4/1912012 12/01/2012
43,852 0.200% 4119/2012 6/01/2013 12/01/2012
•
43,896 0.270% 4/19/2012 12101/2013 12/01/2012
43,955 0.340% 4/19/2012 6/01/2014 12/01/2012
4,639,029 0.430% 4/19/2012 12/01/2014 12/01/2012
*A first interest payment date must be specified for interest bearing securities with a maturity date greater than one year.
Taxpayer Identification Number:
Name of State or Local Government Body:
•
a r t tia . S : = *
3
S
Y
NORTHLAND SECU RI "TLS
1 lonorablc City Council
Q
City of St. Joseph, Minnesota
Dear City Officials:
a
We understand that you desire to issue $4,860,000 General Obligation Water Revenue Crossover
Refunding Bonds, Series 2012A (the "Bonds "). Accordingly, we propose as follows:
We agree to purchase 54,860,000 General Obligation Water Revenue Crossover Refunding Bonds, Series
2012A to be dated April 1, 2012 and to mature December I, 2015 - 2028. We agree to pay for the Bonds
54.849,932.65 and accrued interest to the date of settlement.
The Bonds are to be payable at Northland Trust Services, Inc., Minneapolis, Minnesota, as paying agent,
registrar and escrow agent. Interest is to be payable on December 1, 2012 and semiannually thereafter. The
Bonds will have the following interest rates and will be subject to mandatory redemption on December 1, in d'
the years and amounts as follows:
2015 $ 55,000 1.000 % 2022 $495,000 2.200 %
2016 55,000 1.000 2023 505,000 2.400Y
r
2017 455,000 2.000 2024 525,000 2.500
2018 X470,000 2.000, 2 025 0
5 =1 ` 2.650
2019 475,000 2.000' 2026 100,000 ' 2.850
2020 475,000 2.000 2027 110,000 2.850
2021 485,000 2.000 2028 115,000 2.850
it
It is further understood that you authorize the escrow agent to purchase securities to fund the escrow t"
account for the benefit of the Issuer.
All Bonds will be Book Entry and in multiples of 55,000. The average interest rate is 2.3266% and the TIC
is 23253 %. •
Mandatory Redemption: This issue shall have two term bonds maturing December 1, 2016 (2015 and 2016
maturities), and December i, 2028 (2026 through 2028 maturities), which will have mandatory
redemptions equal to the annual principal due as stated above.
Optional Redemption: Bonds maturing in the years 2022 through 2028, inclusive, are callable at the option
of the Issuer in whole or in part on December 1, 2021 and on any date thereafter, at a price of par plus ' s`
accrued interest.
•
This Contract is made for prompt acceptance and subject to the approval of' Briggs and Morgan, .;,
Professional Association (Bond Counsel) of St. Paul, Minnesota, as to the legality and regularity of all "
proceedings taken in the issuance of the Bonds.
The Issuer agrees to pay the expenses of registering the Bonds and the fee of Bond Counsel, recognized
municipal bond attorneys, in furnishing the necessary proceedings required to authorize the issuance of the
Bonds. The Issuer shall be responsible for paying agent ices on the Refunded Bonds when called and for
the publication of the call notice.
u•
Northland Sccuritits, Inc. 45 South 7th Street, Suue 2000, Minneapolis. MN 55402 ran r,.. 1-800-851-2920 so,.. 612 -851 -5900 Lo 612- 851 -5987 £;
t not • . northlandsecunrio.com
Member FINKA and 5IPC 40,
:t : t 7 3; -- rr k v s i C +*' r •$' N' . Z 3 . ' 241Q , ; ; x + "'-' 414'1
City of St. Joseph, Minnesota
$4,860,000 General Obligation Water Revenue
Crossover Refunding Bonds, Series 20I2A
No Advisory or Fiduciary Role. The City of St. Joseph ( "Issuer ") acknowledges and agrees that: (1) the transaction
contemplated by this contract is an arm's length, commercial transaction between the Issuer and Northland Securities,
Inc.( "NSI ") in which NSI is acting solely as a principal and is not acting as a municipal advisor, financial advisor or
fiduciary to the Issuer; (ii) NSI has not assumed any advisory or fiduciary responsibility to the Issuer with respect to
the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of
whether NSI has provided other services or is currently providing other services to the Issuer on other matters); (iii)
the only obligations NSI has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in
this contract; and (iv) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as
applicable, to the extent it has deemed appropriate.
Respectfully submitted this 14th day of March, 2012.
NORTHLAND SECURITIES, INC.
By _ . J
The foregoing proposal was duly accepted byithe City Council of the City of St. Joseph, Minnesota, at
1 - 'Lb p.m. this 14th day of March, 2012.
•
By : I sid,
Mayor
Att A — _ _ ...L..1
A • istrator