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HomeMy WebLinkAbout[05] Bond SaleCouncil Agenda Item 5 (:17'11' of S'r, Jo46b"1011 MEETING DATE: August 7, 2017 AGENDA ITEM: Bond Sale - Monte Eastvold, Northland Securities, Inc. SUBMITTED BY: Finance BOARD/COMMISSION/COMMITTEE RECOMMENDATION: None PREVIOUS COUNCIL ACTION: Council approved the CBD Alley project and assessments, water treatment plant project, and government center capital improvement plan. BACKGROUND INFORMATION: Monte Eastvold, Northland Securities, will be present to discuss the bond issue for the 2017A GO Capital Improvement Plan Bonds and 2017B GO bonds. The CIP bonds is to cover government center construction costs to be reimbursed with the old city hall sells. The GO Bonds are two parts; CBD Alley improvements and water filtration plant one rehabilitation costs. The funding sources for the projects include debt levy, water revenues and special assessments. Due to the size of the two bond issues, a bond rating was not requested. In addition, the bonds will be sold locally to a willing bank buyer. The bonds were presented to 18 financial institutions in Stearns County. Granite Community Bank in Cold Spring offered the best rates and will be awarded the bond purchase. The bond sale summaries and related resolutions to adopt the bonds are enclosed. The rates remain very favorable. In addition to the bond issues, staff is requesting an amendment to Resolution 2017-020 Adopting Final Assessment 2017 CBD Alley Improvements. The assessment interest rate in point 2 states the assessments will bear an interest rate of 2.0 percent above the bond issue per annum. The average bond rate for the alley project is 2.78%. Staff requests the language change to approximately 2% above the bond rate set at 4.75% per annum. The rounded rate is typically the rate established for assessments for simplicity reasons. BUDGET/FISCAL IMPACT: $1,034,000 General Obligation Bonds ATTACHMENTS: Request for Council Action — Bond Sales Resolution 2017-044 Authorize GO Bond Issue 2017A and Bond Sale Summary Resolution 2017-045 Authorize GO Bond Issue 2017B and Bond Sale Summary Resolution 2017-020A Adopting Final Assessments — CBD Alley Improvements REQUESTED COUNCIL ACTION: Authorize execution of Resolution 2017-044 and 2017-045 providing for the issuance and sale of the $1,034,000 Bonds, Series 2017A and 2017B, pledging for the security thereof net revenues and levying a tax for the payment thereof. Also, amend assessment rate set in Resolution 2017-020A to 4.75% for the 2017 CBD Alley Improvements. Honorable City Council City of St Joseph, Minnesota Dear City Officials: We understand that you desire to issue $337,000 General Obligation Capital Improvement Plan Bonds, Series 2017A (the "Bonds"). Accordingly, we propose as follows: We agree to purchase $337,000 General Obligation Capital Improvement Plan Bonds, Series 2017A, to be dated August 30, 2017, maturing on December 15 and bearing a 2.75% interest rate. The Bonds will consist of one term bond with mandatory sinking fund redemptions in the following years and amounts: $43,000 due December 15, 2018 $42,000 due December 15, 2022 42,000 due December 15, 2019 42,000 due December 15, 2023 42,000 due December 15, 20020 42,000 due December 15, 2024 42,000 due December 15, 2021 42,000 due December 15, 2025 (maturity) We agree to pay for the Bonds $337,000 plus accrued interest, if any, to the date of settlement The Bonds are to be typewritten and payable at Northland Trust Services, Inc., Minneapolis, Minnesota as paying agent and register. Interest is to be payable on June 15, 20I8 and semiannually thereafter. The average interest rate is 2.7500% and the TIC is 2.7480. Optional Redemption: The Bonds are subject to prepayment on any date at a price of par plus accrued interest. This contract is made for prompt acceptance and subject to the approval of Briggs & Morgan PA, Bond Counsel, Minneapolis, Minnesota as to the legality and regularity of all proceedings taken in the issuance of the Bonds. The Issuer agrees to pay the expenses for registering the Bonds and the fee of Bond Counsel, recognized municipal bond attorneys, in famishing the necessary proceedings required to authorize the issuance of the Bards. The Bank will hold the Bonds as an investment for its own account and will not reoffer them to the public. Respectfully submitted this c; �*- day of Lj=lt , 2017. Granite Community B ' g, Minnesota The foregoing proposal was duly accepted by the City Council of St Joseph, Minnesota at 6:00 p.m. this 7d' day of August, 2017. By: MayorBy: Administrator Honorable City Council City of St. Joseph, Minnesota Dear City Officials: We understand that you desire to issue $697,000 General Obligation Bonds, Series 20I7B (the "Bonds''. Accordingly, we propose as follows: We agree to purchase $697,000 General Obligation Bonds, Series 2017B, to be dated August 30, 2017. The Bonds will consist of two term bonds with mandatory sinking fund redemptions in the following years and amounts: Tram Bond 2.25% $106,000 due December 15, 2018 106,000 due December 15, 2019 106,000 due December 15, 2020 105,000 due December 15, 2021 104,000 due December 15, 2022 (maturity) Term Bond 3.00% $34,000 due December 15, 2023 34,000 due December 15, 2024 34,000 due December 15, 2025 34,000 due December 15, 2026 34,000 due December 15, 2027 (maturity) We agree to pay for the Bonds $697,000 plus accrued intend if any, to the date of settlement. The Bonds are to be typewritten and payable at Northland Trust Services, Inc., Minneapolis, Minnesota as paying agent and registrar. Interest is to be payable on June 15, 2018 and semiannually thereafter. TU average interest rate is 2.5867% and the TIC is 2.57431%. 900-09 90MOOD: The Term Bond maturing in 2027 is callable at the option of the Issuer in whole or in part on December 15, 2022 and on any date dwreaiter, at a price of par plus accrued interest. This contract is made for prompt acceptance and subject to the approval of Briggs 8t Morgan PA, Bond Counsel, Mimaapolis, Minnesota as to the legality and regularity of all proceedings taken in the issuance of the Bonds. The Issuer agrees to pay the expenses for 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 Bank will hold the Bonds as an investment for its own account and will not reoffer them to the public Respectfully submitted this � Ne day of 2017. Granite Community Bank, Cold Spring, Minnesota The foregoing proposal was duly accepted by the City Council of St. Joseph, Minnesota at 6:00 p.m. this 'P day of August, 2017. By: Mayor By: Administrator NORTHLAND SECURITIES City of St. Joseph, Minnesota $337,000 General Obligation Capital Improvement Plan Bonds, Series 2017A Bond Sale Summary July 26, 2017 PURPOSE: To finance additional costs of the new government center and to pay costs associated with the issuance of the Bonds. FINANCE PLAN: To structure with relatively even principal payments over eight years, callable on any date. RESULTS: The Bonds were placed with Granite Community Bank, Cold Spring, Minnesota. Final on 7/26/2017 Par Amount $337,000 Average Interest Rate 2.75% All Inclusive Cost (AIC) 3.53% True Interest Cost (TIC) 2.75% Page 1 NORTHLAND SECURITIES EXHIBIT A - SOURCES AND USES Sources Of Funds Par Amount ot Bonds Total Sources Uses Of Funds Deposit to Project Construction Fund Rounding Amount Total Uses EXHIBIT B - DEBT SERVICE SCHEDULE $337,000.00 $337,000.00 Date Principal Coupon Interest Total PA Fiscal Total 08/30/2017 12/15/2018 43,000.00 2.750% 4,633.75 47,633.75 54,970.52 06/15/2019 - - 4,042.50 4,042.50 - 12/15/2019 42,000.00 2.750% 4,042.50 46,042.50 50,085.00 06/15/2020 - - 3,465.00 3,465.00 - 12/15/2020 42,000.00 2.750% 3,465.00 45,465.00 48,930.00 06/15/2021 - - 2,887.50 2,887.50 - 12/15/2021 42,000.00 2.750% 2,887.50 44,887.50 47,775.00 06/15/2022 - - 2,310.00 2,310.00 - 12/15/2022 42,000.00 2.750% 2,310.00 44,310.00 46,620.00 06/15/2023 - - 1,732.50 1,732.50 - 12/15/2023 42,000.00 2.750% 1,732.50 43,732.50 45,465.00 06/15/2024 - - 1,155.00 1,155.00 - 12/15/2024 42,000.00 2.750% 1,155.00 43,155.00 44,310.00 06/15/2025 - - 577.50 577.50 - 12/15/2025 42,000.00 2.750% 577.50 42,577.50 43,155.00 Total $337,000.00 $44,310.52 $381,310.52 Date And Term Structure Dated 8/30/2017 Delivery Date 8/30/2017 First available call date Any Date Call Price 100.000% Page 2 NORTHLAND SECURITIES EXHIBIT C - PRICING SUMMARY Maturity Maturity Type of Bond Coupon Yield Value Price Dollar Price 12/15/2025 Term I Coupon 2.750% 2.750% 337,000.00 100.000% 337,000.00 Total - - $337,000.00 - $337,000.00 Bid Information 2018 12/15/2019 Par Amount of Bonds 52,589.25 $337,000.00 Gross Production 12/15/2020 $337,000.00 Bid (100.000%) 2019 337,000.00 Total Purchase Price 47,775.00 $337,000.00 Bond Year Dollars 2021 $1,611.29 Average Life Average Coupon Net Interest Cost (NIC) True Interest Cost (TIC) 48,951.00 4.781 Years 2.7500000% 2.7500000% 2.7480584% EXHIBIT D - LEVY SCHEDULE Collection Date Total P+I 105%1-evy Levy Year Year 12/15/2017 - - 12/15/2018 54,970.52 57,719.05 2017 2018 12/15/2019 50,085.00 52,589.25 2018 2019 12/15/2020 48,930.00 51,376.50 2019 2020 12/15/2021 47,775.00 50,163.75 2020 2021 12/15/2022 46,620.00 48,951.00 2021 2022 12/15/2023 45,465.00 47,738.25 2022 2023 12/15/2024 44,310.00 46,525.50 2023 2024 12/15/2025 43,155.00 45,312.75 2024 2025 Total $381,310.52 $400,376.05 Page 3 NORTHLAND SECURITIES City of St. Joseph, Minnesota $697,000 General Obligation Bonds, Series 2017B Bond Sale Summary July 26, 2017 PURPOSE: To finance an alley project, water treatment plant improvements and costs associated with the issuance of the Bonds. FINANCE PLAN: The Alley Improvement Portion was structured with relatively level principal payments over ten years. The Water Treatment Plant Portion was structured with relatively level principal payments over five years. RESULTS: The Bonds were placed with Granite Community Bank, Cold Spring, Minnesota. Final on 7/26/2017 Par Amount $697,000 Average Interest Rate 2.59% All Inclusive Cost (AIC) 3.10% True Interest Cost (TIC) 2.57% Page 1 NORTHLAND SECURITIES EXHIBIT A - SOURCES AND USES Water Aller Treatment Issue Proj a ct Plant Summary Sources Of Funds Par Amount ot Bonds Prepaid Assessments 25,340.00 - 25,340.00 Total Sources $369,340.00 $353,000.00 $722,340.00 Uses Of Funds Costs of Issuance 1,404.64 7,598.36 15,003.00 Deposit to Project Construction Fund 361,195.00 345,840.00 707,035.00 Rounding Amount 740.36 (438.36) 302.00 Total Uses $369,340.00 $353,000.00 $722,340.00 EXHIBIT B - COMBINED DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I Fiscal Total 08/30/2017 12/15/2018 106,000.00 2.250% 8,478.75 114,478.75 127,903.44 06/15/2019 - - 7,286.25 7,286.25 - 12/15/2019 106,000.00 2.250% 7,286.25 113,286.25 120,572.50 06/15/2020 - - 6,093.75 6,093.75 - 12/15/2020 106,000.00 2.250% 6,093.75 112,093.75 118,187.50 06/15/2021 - - 4,901.25 4,901.25 - 12/15/2021 105,000.00 2.250% 4,901.25 109,901.25 114,802.50 06/15/2022 - - 3,720.00 3,720.00 - 12/15/2022 104,000.00 2.250% 3,720.00 107,720.00 111,440.00 12/15/2023 34,000.00 3.000% 2,550.00 36,550.00 39,100.00 06/15/2024 - - 2,040.00 2,040.00 - 12/15/2024 34,000.00 3.000% 2,040.00 36,040.00 38,080.00 06/15/2025 - - 1,530.00 1,530.00 - 12/15/2025 34,000.00 3.000% 1,530.00 35,530.00 37,060.00 06/15/2026 - - 1,020.00 1,020.00 - 12/15/2026 34,000.00 3.000% 1,020.00 35,020.00 36,040.00 06/15/2027 - - 510.00 510.00 - . a 510.00 34,510.00 3!),020.00 Total $697,000.00 $81,205.94 $778,205.94 Date And Term Structure Dated x/30/2017 Delivery Date 8/30/2017 First available call date 12/15/2022 Call Price 100.000% Page 2 NORTHLAND SECURITIES EXHIBIT D - WATER TREATMENT PLANT PORTION DEBT SERVICE SCHEDULE Date EXHIBIT C - PRICING SUMMARY Coupon Interest Maturity Fiscal Total Maturity Type of Bond Coupon Yield Value Price Dollar Price 12/15/2022 Term 1 Coupon 2.250% 2.250% 527,000.00 100.000% 527,000.00 12/15/2027 Term 2 Coupon 3.000% 3.000% 170,000.00 100.000% 170,000.00 Total - - $697,000.00 - $697,000.00 Bid Inform ation 12/15/2018 71,000.00 Par Amount of Bonds 3,971.25 $697,000.00 Gross Production 06/15/2019 $697,000.00 Bid (100.000%) 3,172.50 697,000.00 Total Purchase Price 12/15/2019 $697,000.00 Bond Year Dollars 3,172.50 $3,139.29 Average Lie 06/15/2020 4.504 Years Average Coupon 2,373.75 2.5867600% Net Interest Cost (NIC) 12/15/2020 2.5867600% True Interest Cost (TIC) 2,373.75 2.5743691% EXHIBIT D - WATER TREATMENT PLANT PORTION DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total PA Fiscal Total 08/30/2017 - - 06/15/2018 - - 6,287.81 6,287.81 - 12/15/2018 71,000.00 2.250% 3,971.25 74,971.25 81,259.06 06/15/2019 - - 3,172.50 3,172.50 - 12/15/2019 71,000.00 2.250% 3,172.50 74,172.50 77,345.00 06/15/2020 - - 2,373.75 2,373.75 - 12/15/2020 71,000.00 2.250% 2,373.75 73,373.75 75,747.50 06/15/2021 - - 1,575.00 1,575.00 - 12/15/2021 70,000.00 2.250% 1,575.00 71,575.00 73,150.00 06/15/2022 - - 787.50 787.50 - 12/15/2022 70,000.00 2.250% 787.50 70,787.50 71,575.00 Total $353,000.00 $26,076.56 $379,076.56 Page 3 NORTHLAND SECURITIES EXHIBIT E - ALLEY PORTION DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I Fiscal Total 08/30/2017 Total P+I 105%Levy - - Levy Year 06/15/2018 - - 7,136.88 7,136.88 - 12/15/2018 35,000.00 2.250% 4,507.50 39,507.50 46,644.38 06/15/2019 - - 4,113.75 4,113.75 - 12/15/2019 35,000.00 2.250% 4,113.75 39,113.75 43,227.50 06/15/2020 - - 3,720.00 3,720.00 - 12/15/2020 35,000.00 2.250% 3,720.00 38,720.00 42,440.00 06/15/2021 - - 3,326.25 3,326.25 - 12/15/2021 35,000.00 2.250% 3,326.25 38,326.25 41,652.50 06/15/2022 - - 2,932.50 2,932.50 - 12/15/2022 34,000.00 2.250% 2,932.50 36,932.50 39,865.00 06/15/2023 - - 2,550.00 2,550.00 - 12/15/2023 34,000.00 3.000% 2,550.00 36,550.00 39,100.00 06/15/2024 - - 2,040.00 2,040.00 - 12/15/2024 34,000.00 3.000% 2,040.00 36,040.00 38,080.00 06/15/2025 - - 1,530.00 1,530.00 - 12/15/2025 34,000.00 3.000% 1,530.00 35,530.00 37,060.00 06/15/2026 - - 1,020.00 1,020.00 - 12/15/2026 34,000.00 3.000% 1,020.00 35,020.00 36,040.00 06/15/2027 - - 510.00 510.00 - 12/15/2027 34,000.00 3.000% 510.00 34,510.00 35,020.00 Total $344,000.00 $55,129.38 $399,129.38 EXHIBIT D - ALLEY PORTION LEVY SCHEDULE Less: Special Assessment Equals: Net Collection Date Total P+I 105%Levy Revenue* Levy Levy Year Year 12/15/2017 - - - - 12/15/2018 46,644.38 48,976.60 18,583.10 30,393.50 2017 2018 12/15/2019 43,227.50 45,388.88 17,514.63 27,874.25 2018 2019 12/15/2020 42,440.00 44,562.00 16,931.85 27,630.15 2019 2020 12/15/2021 41,652.50 43,735.13 16,349.05 27,386.08 2020 2021 12/15/2022 39,865.00 41,858.25 15,766.25 26,092.00 2021 2022 12/15/2023 39,100.00 41,055.00 15,183.45 25,871.55 2022 2023 12/15/2024 38,080.00 39,984.00 14,600.65 25,383.35 2023 2024 12/15/2025 37,060.00 38,913.00 14,017.85 24,895.15 2024 2025 12/15/2026 36,040.00 37,842.00 13,435.05 24,406.95 2025 2026 12/15/2027 35,020.00 36,771.00 12,852.25 23,918.75 2026 2027 Total $399,129.38 $419,085.85 $155,234.13 $263,851.72 $44,374.00 $44,396.00 *Special assessment revenue is based on assessments totaling $122,694.50 assessed at a rate of 4.75% (2% over the average interest rate), with even principal payments. In addition, $25,340 in pre -paid assessments were collected and will be deposited into the construction account. Page 4 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF ST. JOSEPH, MINNESOTA HELD: August 7, 2017 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of St. Joseph, Stearns County, Minnesota, was duly called and held at the City Hall on August 7, 2017, at 6:00 p.m., for the purpose, in part, of authorizing the issuance and awarding the sale of $337,000 General Obligation Capital Improvement Plan Bonds, Series 2017A. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION 2017-044 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $337,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2017A AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, on February 1, 2016, the City Council of the City of St. Joseph, Minnesota (the "City"), held a public hearing on the proposed issuance of general obligation capital improvement plan bonds and, pursuant to resolution approved and adopted the 2016 through 2020 Five -Year Capital Improvement Plan (the "Plan"), and approved the issuance of general obligation capital improvement plan bonds to finance the acquisition and construction of a new city hall and public safety facility (the "Project"), all pursuant to the Plan and in accordance with the provisions of Minnesota Statutes, Section 475.521; and B. WHEREAS, a petition (the "Petition") was signed by voters equal to five percent of the votes cast in the City in the last general election requesting a vote on the issuance of the general obligation capital improvement plan bonds was filed with the Administrator within thirty days after the public hearing on the Plan and on the issuance of the general obligation capital improvement plan bonds; and C. WHEREAS, a petition for revocation of the Petition was filed with the Administrator which caused the Petition to be signed by less than five percent of the votes cast in the City in the last general election; and D. WHEREAS, the City has heretofore determined, in accordance with Minnesota Statutes, Section 475.521, Subd. 4, that the principal and interest to become due in any year on all the outstanding bonds issued by the City under Minnesota Statutes, Section 475.521, including the Bonds, will be less than 0.16 percent of the estimated market value of property in the City; and 8418877v1 E. WHEREAS, the City Council hereby determines and declares that it is necessary and expedient to issue $337,000 General Obligation Capital Improvement Plan Bonds, Series 2017A (the "Bonds" or, individually, a "Bond"), pursuant to Minnesota Statutes, Section 475.521 and Chapter 475, to provide additional funds to complete the Project; and F. WHEREAS, no other obligations have been sold pursuant to a private sale within the last twelve calendar months of the date hereof which when combined with this issue would exceed the $1,200,000 limitation on negotiated sales as required by Minnesota Statutes, Section 475.60, Subdivision 2(2); NOW, THEREFORE, BE IT RESOLVED by the Council of the City of St. Joseph, Minnesota, as follows: 1. Acceptance of Offer. The offer of Granite Community Bank, in Cold Spring, Minnesota, to purchase the Bonds and to pay therefor the sum of $337,000, all in accordance with the terms and at the rates of interest hereinafter set forth, is hereby accepted (the "Purchaser"). 2. Original Issue Date; Denominations; Maturities; Interest. The Bonds shall be dated August 30, 2017, as the date of original issue, be issued forthwith on or after such date in fully registered form, be numbered R-1 in the denomination of $337,000, maturing on December 15, 2025 and bearing interest at 2.75% and be subject to redemption and be payable as provided in the form of the Bonds. The Bonds shall bear interest payable semiannually on June 15 and December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2018, calculated on the basis of a 360 -day year of twelve 30 -day months. 3. Purpose. The Bonds shall provide funds to complete the Project. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed with due diligence to completion. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. 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 the Bonds. 5. Form of Bonds. 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: 2 8418877v1 UNITED STATES OF AMERICA STATE OF MINNESOTA STEARNS COUNTY CITY OF ST. JOSEPH R- $337,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND, SERIES 2017A Interest Rate Maturity Date Date of Original Issue CUSIP No. % December 15, 2025 August 30, 2017 REGISTERED OWNER: PRINCIPAL AMOUNT: THREE HUNDRED THIRTY SEVEN THOUSAND DOLLARS 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 redeemed for prior payment, and to pay interest thereon semiannually on June 15 and December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2018, 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 at maturity hereof at the 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 (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 and optional redemption and mandatory redemption payments will be paid by check or draft mailed to the person in whose name this Bond is registered (the "Holder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the first day of the calendar month of 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 the Holder 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. Optional Redemption. This Bond is subject to redemption and prepayment at the option of the Issuer on any date thereafter at the option of the Issuer, in whole or in multiples of $1,000, upon written notice to the registered holder of the bond at a redemption price of par plus accrued interest to date of prepayment. 3 8418877v1 Mandatory Redemption. This Bond shall be redeemed by lot in the following years and principal amounts, without any premium, plus accrued interest thereon to such redemption dates (after any credits are made as provided below):: Mandatory Redemption Schedule December 15, 2025 Term Bond Year Principal Amount 2018 $43,000 2019 42,000 2020 42,000 2021 42,000 2022 42,000 2023 42,000 2024 42,000 2025 (maturity) 42,000 or, if less than such amount is then outstanding, an amount equal to the aggregate principal amount of the Bonds then outstanding. The Issuer may, at its option to be exercised on or before the thirtieth day next preceding any date specified in the Mandatory Redemption Schedule, deliver to the Registrar written notice, which shall (i) specify a principal amount of such Term Bonds previously redeemed (otherwise than pursuant to the Mandatory Redemption Schedule) or purchased and cancelled by the Registrar and not theretofore applied as a credit against any redemption of Bonds pursuant to the Mandatory Redemption Schedule, and (ii) instruct the Registrar to apply the principal amount of such Term Bonds so delivered or previously redeemed or purchased and cancelled for credit against the principal installments to be prepaid pursuant to the Mandatory Redemption Schedule and selected by the Issuer. Each such Term Bond so delivered or previously redeemed or purchased and cancelled shall be credited by the Registrar against the principal installments to be prepaid pursuant to the Mandatory Redemption Schedule and selected by the Issuer. Issuance; Purpose; General Obligation. This Bond is issued as a single instrument in the total principal amount of $337,000, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and a resolution adopted by the City Council on August 7, 2017 (the "Resolution"), to provide additional funds to complete construction of a new city hall and public safety facility as provided in the 2016 through 2020 Five -Year Capital Improvement Plan for City of St. Joseph, Minnesota. This Bond is payable out of the General Obligation Capital Improvement Plan Bonds, Series 2017A Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Date of Payment Not a Business Day. If the nominal date for payment of any principal of or interest on this Bond shall not be a business day of the Issuer or of the Owner, then the date .19 8418877v1 for such payment shall be the next such business day and payment on such business day shall have the same force and effect as if made on the nominal date of payment. Transfer. This Bond is transferable, as provided in the Resolution, upon the Register kept by the Registrar upon surrender of this Bond together with a written instrument of transfer duly executed by the Owner or the Owner's attorney duly authorized in writing, and thereupon a new, fully registered Bond in the same aggregate principal amount shall be issued to the transferee in exchange therefor (or the transfer shall be duly recorded on the Register and the Certificate of Registration hereof), upon the payment of charges and satisfaction of applicable conditions, if any, as therein prescribed; provided that such transfer may occur only with respect to the entire Bond and all of the remaining principal amount of the sole final maturity hereof. The Issuer may treat and consider the person in whose name this Bond is registered as the absolute Owner hereof for the purpose of receiving payment of or on account of the principal of and interest on this Bond and for all other purposes whatsoever. Fees upon Transfer or Loss. The 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. 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 Registrar. Qualified Tax -Exempt Obli ag tion. This Bond has been designated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of 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. Date of Registration: August 30, 2017 BOND REGISTRAR'S CERTIFICATE OF 8418877v1 Registrable by: NORTHLAND TRUST SERVICES, INC. Payable at: NORTHLAND TRUST SERVICES, INC. CITY OF ST. JOSEPH, AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. NORTHLAND TRUST SERVICES, INC. Minneapolis, Minnesota Bond Registrar Authorized Signature 8418877v1 STEARNS COUNTY, MINNESOTA /s/ Facsimile Mayor /s/ Facsimile Administrator m CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or the registered owner's legal representative last noted below: Date of Registration Registered Owner Signature of Re isg tray 7 8418877v1 6. Execution. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Mayor and Administrator, the seal of the City having been omitted as provided by law. In the event of disability or resignation or other absence of either officer, the Bonds may be signed by the signature of the officer who may act on behalf of the absent or disabled officer. In case either officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 7. 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. 8. Funds and Accounts. There is hereby established a special fund to be designated the "General Obligation Capital Improvement Plan Bonds, Series 2017A Fund" (the "Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund the following separate accounts: (a) Capital Account. To the Capital Account there shall be credited the proceeds of the sale of the Bonds. From the Capital Account there shall be paid all costs and expenses of financing the Project, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the Capital Account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the collection of taxes herein levied or covenanted to be levied; and provided further that if upon completion of the Project there shall remain any unexpended balance in the Capital Account, the balance shall be transferred by the City Council to the Debt Service Account. (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, (i) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (ii) all funds remaining in the Capital Account after completion of the Project and payment of the costs thereof, not so transferred to the account of another improvement; (iii) all investment earnings on funds held in the Debt Service Account; and (iv) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Capital Account or Debt Service Account (or any other City account which will be used to pay principal 8418877v1 or interest to become due on the bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 9. Tax Levy; Coverage Test. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Levy Years Collection Years Amount 2017-2024 2018-2025 See attached schedule The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Bonds, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 10. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other certificates payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 11. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the 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 Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter E 8418877v1 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. 12. Certificate of Registration. The Administrator is hereby directed to file a certified copy of this resolution 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. 13. 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. 14. Compliance With Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the closing date (a "Reimbursement Expenditure"). The City hereby certifies and/or covenants as follows: (a) Not later than sixty days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration") which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; provided, however, that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed twenty percent of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds. 10 8418877v1 (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within thirty days after the Bonds are issued, shall be treated as made on the day the Bonds are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax-exempt status of the Bonds. 15. Negative Covenant as to Use of Proceeds and Project. The City hereby covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 16. Tax -Exempt Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (a) requirements relating to temporary periods for investments, (b) limitations on amounts invested at a yield greater than the yield on the Bonds, and (c) the rebate of excess investment earnings to the United States, if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that: (a) the Bonds are issued by a governmental unit with general taxing powers; (b) no Bond is a private activity bond; (c) ninety-five percent or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City); and (d) the aggregate face amount of all tax exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at 11 8418877v1 one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 17. 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; (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 2017 will not exceed $10,000,000; (e) not more than $10,000,000 of obligations issued by the City during this calendar year 2017 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $10,000,000. 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. 18. 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. 19. 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. 12 8418877v1 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 $337,000 General Obligation Capital Improvement Plan Bonds, Series 2017A. WITNESS my hand on August 7, 2017. 8418877v1 Administrator 13 ATTACHMENT TO RESOLUTION of St. Joseph, Minnesota $337,000.00 General Obligation Capital Improvement Plan Bonds, Series 2017A Final 105% Levy Date Total P+1 105% Levy Levy Year Collection Year 12115/2017 - - 12115/2018 54,970.52 57,719.05 2017 2018 12115/2019 50,085.00 52,589.25 2018 2019 12115/2020 48,930.00 51,376.50 2019 2020 12115/2021 47,775.00 50,163.75 2020 2021 12115/2022 46,620.00 48,951.00,951.00 2021 2022 12115/2023 45,465.00 47,738.25 2022 2023 12115/2024 44,310.00 46,525.50 2023 2024 12115/2025 43,155.00 45,312.75 2024 2025 Total $381,310.52 $400,376.05 14 8418877v1 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF ST. JOSEPH, MINNESOTA HELD: AUGUST 7, 2017 Pursuant to due call, a regular or special meeting of the City Council of the City of St. Joseph, Stearns County, Minnesota, was duly held at the City Hall on August 7, 2017, at 6:00 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of $697,000 General Obligation Bonds, Series 2017B. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION 2017-045 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $697,000 GENERAL OBLIGATION BONDS, SERIES 2017B, PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS AND NET REVENUES AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of St. Joseph, Minnesota (the "City") has heretofore determined and declared that it is necessary and expedient to issue $697,000 General Obligation Bonds, Series 2017B (the "Bonds" of the "Bond"), pursuant to Minnesota Statutes, Chapters 429 and 475 to finance alley improvements (the "Improvements") and pursuant to Minnesota Statutes, Section 444.075, to finance improvements to the municipal water system (the "Water System Improvements"); and B. WHEREAS, the City owns and operates a municipal water utility system (the "System") as a separate revenue producing public utility; and C. WHEREAS, the net revenues of the System are pledged to the payment of the City's outstanding (i) $4,860,000 original principal amount of General Obligation Water Revenue Crossover Refunding Bonds, Series 2012A, dated April 1, 2012; and (ii) the "System Portion" of the $660,000 original principal amount of General Obligation Bonds, Series 2014A, dated June 15, 2014 (together, the "Outstanding Bonds"); and D. WHEREAS, the Improvements and all their components have been ordered prior to the date hereof, after a hearing thereon for which notice was given describing the Improvements or all their components by general nature, estimated cost, and area to be assessed; and E. WHEREAS, no other obligations have been sold pursuant to a private sale within the last twelve calendar months of the date hereof which when combined with this issue would 8419177v1 exceed the $1,200,000 limitation on negotiated sales as required by Minnesota Statutes, Section 475.60, Subdivision 2(2); NOW, THEREFORE, BE IT RESOLVED by the Council of the City of St. Joseph, Minnesota, as follows: 1. Acceptance of Offer. The offer of Granite Community Bank, in Cold Spring, Minnesota, to purchase the Bonds and to pay therefor the sum of $697,000, all in accordance with the terms and at the rates of interest hereinafter set forth, is hereby accepted (the "Purchaser"). 2. Bond Terms (a) Original Issue Date; Denominations; Maturities; Interest. The Bonds shall be dated August 30, 2017, as the date of original issue, be issued forthwith on or after such date in fully registered form, be numbered R-1 upward in the denomination of $1,000 each or in any integral multiple thereof of a single maturity, and shall be dated, mature, bear interest, be subject to redemption and be payable as provided in the form of the Bonds. (b) Allocation. The aggregate principal amount of $344,000 maturing in each of the years and amounts hereinafter set forth are issued to finance the Improvements (the "Improvement Portion"); and the aggregate principal amount of $353,000 maturing in each of the years and amounts hereinafter set forth are issued to finance the Water System Improvements (the "System Portion"): 3. Purpose. The Improvement Portion of the Bonds shall provide funds to finance the Improvements and the System Portion of the Bonds shall provide funds to finance the Water System Improvements. The Improvements and the Water System Improvements are sometimes referred to herein together as the as the "Project". The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 2 8419177v1 Improvement Portion System Portion Total Amount Year 2018 $ 35,000 $71,000 $ 106,000 2019 35,000 71,000 106,000 2020 35,000 71,000 106,000 2021 35,000 70,000 105,000 2022 34,000 70,000 104,000 2023 34,000 34,000 2024 34,000 34,000 2025 34,000 34,000 2026 34,000 34,000 2027 34,000 34,000 3. Purpose. The Improvement Portion of the Bonds shall provide funds to finance the Improvements and the System Portion of the Bonds shall provide funds to finance the Water System Improvements. The Improvements and the Water System Improvements are sometimes referred to herein together as the as the "Project". The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 2 8419177v1 4. 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 the Bonds. 5. Form of Bonds. 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: R-1 UNITED STATES OF AMERICA STATE OF MINNESOTA STEARNS COUNTY CITY OF ST. JOSEPH GENERAL OBLIGATION BONDS, SERIES 2017B Interest Rate Maturity Date Date of Original Issue CUSIP No. % December 15, 20 August 30, 2017 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 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 redeemed for prior payment, and to pay interest thereon semiannually on June 15 and December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2018, 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 at maturity hereof at the 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 (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 and optional redemption and mandatory redemption payments will be paid by check or draft mailed to the person in whose name this Bond is registered (the "Holder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of 8419177v1 business on the first day of the calendar month of 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 the Holder 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. Optional Redemption. The Bond maturing on December 15, 2027, is subject to redemption and prepayment at the option of the Issuer on December 15, 2022 and on any date thereafter at the option of the Issuer, in whole or in multiples of $1,000, upon written notice to the registered holder of the bond at a redemption price of par plus accrued interest to date of prepayment. If redemption is in part, the Issuer may select the specific principal installments hereof, or applicable portions thereof, to be prepaid. Mandatory Redemption. The Bonds maturing on December 15, 2022 and 2027 shall be redeemed by lot in the following years and principal amounts, without any premium, plus accrued interest thereon to such redemption dates (after any credits are made as provided below): Mandatory Redemption Schedule December 15, 2022 Term Bond (inclusive) Year Principal Amount 2018 $106,000 2019 106,000 2020 106,000 2021 105,000 2022 (maturity) 104,000 Mandatory Redemption Schedule December 15, 2027 Term Bond (inclusive) Year 2023 2024 2025 2026 2027 (maturity) 8419177v1 I Principal Amount $34,000 34,000 34,000 34,000 34,000 or, if less than such amount is then outstanding, an amount equal to the aggregate principal amount of the Bonds then outstanding. The Issuer may, at its option to be exercised on or before the thirtieth day next preceding any date specified in the Mandatory Redemption Schedule, deliver to the Registrar written notice, which shall (i) specify a principal amount of such Term Bonds previously redeemed (otherwise than pursuant to the Mandatory Redemption Schedule) or purchased and cancelled by the Registrar and not theretofore applied as a credit against any redemption of Bonds pursuant to the Mandatory Redemption Schedule, and (ii) instruct the Registrar to apply the principal amount of such Term Bonds so delivered or previously redeemed or purchased and cancelled for credit against the principal installments to be prepaid pursuant to the Mandatory Redemption Schedule and selected by the Issuer. Each such Term Bond so delivered or previously redeemed or purchased and cancelled shall be credited by the Registrar against the principal installments to be prepaid pursuant to the Mandatory Redemption Schedule and selected by the Issuer. Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $697,000, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on August 7, 2017 (the "Resolution") for the purpose of providing funds to finance alley improvements and improvements to the municipal water system treatment facility within the jurisdiction of the Issuer (the "System"). This Bond is payable out of the General Obligation Bonds, Series 2017B Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Date of Payment Not a Business Day. If the nominal date for payment of any principal of or interest on this Bond shall not be a business day of the Issuer or of the Owner, then the date for such payment shall be the next such business day and payment on such business day shall have the same force and effect as if made on the nominal date of payment. Transfer. This Bond is transferable, as provided in the Resolution, upon the Register kept by the Registrar upon surrender of this Bond together with a written instrument of transfer duly executed by the Owner or the Owner's attorney duly authorized in writing, and thereupon a new, fully registered Bond in the same aggregate principal amount shall be issued to the transferee in exchange therefor (or the transfer shall be duly recorded on the Register and the Certificate of Registration hereof), upon the payment of charges and satisfaction of applicable conditions, if any, as therein prescribed; provided that such transfer may occur only with respect to the entire Bond and all of the remaining principal amount of the sole final maturity hereof. The Issuer may treat and consider the person in whose name this Bond is registered as the absolute Owner hereof for the purpose of receiving payment of or on account of the principal of and interest on this Bond and for all other purposes whatsoever. Fees upon Transfer or Loss. The 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. 8419177v1 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 Registrar. Qualified Tax -Exempt Obli ag tion. This Bond has been designated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the Issuer has covenanted and agreed with the Owner of the Bonds that it will impose and collect charges for the service, use and availability of its System at the times and in amounts necessary to produce net revenues, together with other sums pledged to the payment of the System Portion of the Bonds, as defined in the Resolution, adequate to pay all principal and interest when due on the System Portion of the Bonds; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to pay the principal and interest on System Portion of the Bonds as they respectively become due, if the net revenues from the System, and any other sums irrevocably appropriated to the Debt Service Account are insufficient therefor; 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 City Administrator, the corporate seal of the City having been intentionally omitted as permitted by law. m 8419177v1 CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or the registered owner's legal representative last noted below: Date of Registration Registered Owner Signature of Re isg tray 7 8419177v1 6. Execution. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Mayor and Administrator, the seal having been omitted as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 7. 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. 8. Fund and Accounts. There is hereby established a special fund to be designated "General Obligation Bonds, Series 2017B 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 Operation and Maintenance Account for the System (the "Operation and Maintenance Account") heretofore established by the City shall continue to be maintained in the manner heretofore and herein 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 System Portion of the Bonds has been paid. There shall be maintained in the Fund the following separate accounts to which shall be credited and debited all income and disbursements of the System as hereinafter set forth. The Administrator of the City 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 accounts or accounts shall continue to be maintained as the case may be, of the Fund for the purposes and in the amounts as follows: (a) Construction Account. To the Construction Account there shall be credited the proceeds of the Bonds, plus any special assessments levied with respect to the Improvements and collected prior to completion of the Improvements and payment of the costs thereof. From the Construction Account there shall be paid all costs and expenses of making the Improvements listed in paragraph 9 and all costs and expenses of the Project, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the Construction Account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the collection of taxes, special assessments or net revenues herein levied or covenanted to be levied; and provided further that if upon completion of the Improvements there shall remain any unexpended balance in the Construction Account, the balance (other than any special assessments) shall be transferred to the Debt Service Account or may be transferred by the Council to the fund of any other improvement instituted pursuant to Minnesota Statutes, Chapter 429, and provided further that any special assessments credited to the Construction Account shall only be applied towards payment of the costs of the Improvements upon adoption of a resolution by the City Council determining that the application of the special assessments for such purpose will not cause the City to no longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1. 8419177v1 (b) Debt Service Account. There shall be maintained two separate subaccounts in the Debt Service Account to be designated the "Improvement Project Debt Service Subaccount" and the "Water System Improvements Debt Service Subaccount." There are hereby irrevocably appropriated and pledged to, and there shall be credited to the separate subaccounts of the Debt Service Account: (i) Improvement Project Debt Service Subaccount. To the Improvement Project Debt Service Subaccount there shall be credited: (A) all collections of special assessments herein covenanted to be levied with respect to the Improvements and either initially credited to the Construction Account and not already spent as permitted above and required to pay any principal and interest due on the Improvement Portion of the Bonds or collected subsequent to the completion of the Improvements and payment of the costs thereof, (B) any collections of all taxes herein or hereinafter levied for the payment of the Improvement Portion of the Bonds and interest thereon; (C) a pro rata share of all funds remaining in the Construction Account after completion of the Project and payment of the costs thereof, (D) all investment earnings on funds held in the Improvement Project Debt Service Subaccount; and (E) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Improvement Project Debt Service Subaccount. The Improvement Project Debt Service Subaccount shall be used solely to pay the principal and interest and any premium for redemption of the Improvement Portion of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said subaccount as provided by law. (ii) Water System Improvements Debt Service Subaccount. To the Water System Improvements Debt Service Subaccount there shall be credited: (A) 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 Water System Improvements Debt Service Subaccount, sufficient to meet the requirements of Minnesota Statutes, Section 475.61 for the payment of the principal and interest of the System Portion of the Bonds; (B) any collections of all taxes which may hereafter be levied in the event that the net revenues of the System and other funds herein pledged to the payment of the principal and interest on the System Portion of the Bonds is insufficient therefore; (C) a pro rata share of all funds remaining in the Construction Account after completion of the Project and payment of the costs thereof, (D) all investment earnings on funds held in the Water System Improvements Debt Service Subaccount; and (E) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Water System Improvements Debt Service Subaccount. The Water System Improvements Debt Service Subaccount shall be used solely to pay the principal and interest and any premium for redemption of the System Portion of the Bonds and any other general Obligation Bonds of the City hereafter issued by the City and made payable from said subaccount as provided by law. E 8419177v1 No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds was issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Construction Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the Bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 9. Covenants Relating to the Improvement Portion of the Bonds. (a) Special Assessments. It is hereby determined that no less than 20% of the cost to the City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every assessable lot, piece and parcel of land benefitted by any of the Improvements. The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one year after ordering each Improvement financed hereunder unless the resolution ordering the Improvement specifies a different time limit for the letting of construction contracts. The City hereby further covenants and agrees that it will do and perform as soon as they may be done all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be taken by the City or the City Council or any of the City officers or employees, either in the making of the assessments or in the performance of any condition precedent thereto, the City and the City Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments a valid and binding lien upon such property. The special assessments have heretofore been authorized. Subject to such adjustments as are required by the conditions in existence at the time the assessments are levied, it is hereby determined that the assessments shall be payable in equal, consecutive, annual installments, with general taxes for the years shown below and with interest on the declining balance of all such assessments at the rates per annum not less than the rate per annum set forth opposite the collection years specified below: 10 8419177v1 Improvement Levv Collection Years Rate Amount Designation Years See attached schedule At the time the special assessments are in fact levied the City Council shall, based on the then current estimated collections of the special assessments, make any adjustments in any ad valorem taxes required to be levied in order to assure that the City continues to be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1. (b) Tax Levy; Coverage Test. To provide moneys for payment of interest on the Bonds, there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Levy Year of Tax Collection Amount See attached schedule The tax levies are such that if collected in full they, together with estimated collections of special assessments and other revenues, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 10. Covenants Relating to the System Portion of the Bonds. (a) Sufficiency of Net Revenues. It is hereby found, determined and declared that the net revenues of the System are sufficient in amount to pay when due the principal of and interest on the System Portion of the Bonds and the Outstanding Bonds and a sum at least five percent in excess thereof. The net revenues of the System are hereby pledged on a parity with the Outstanding Bonds for the payment of the System Portion 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 net revenues of the System 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 net revenues of the System will be sufficient in addition to all other sources, for the payment of the System Portion of the Bonds and such additional obligations and any such pledge and appropriation of the net revenues of the System may be made superior or subordinate to, or on a parity with the pledge and appropriation herein. (b) Excess Net Revenues. Net revenues in excess of those required for the foregoing may be used for any proper purpose. 11 8419177v1 (c) 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 net revenues adequate to pay all principal and interest when due on the System Portion of the Bonds. Minnesota Statutes, Section 444.075, Subdivision 2, provides as follows: "Real estate tax revenues should be used only, and then on a temporary basis, to pay general or special obligations when the other revenues are insufficient to meet the obligations." 11. Defeasance. When the Bonds has been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to the Bonds which is due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or if the Bonds should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable bond called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to the 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. 12. Compliance With Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure"). The City hereby certifies and/or covenants as follows: (a) Not later than sixty days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration") which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; provided, however, that no such 12 8419177v1 Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed twenty percent of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph upon receipt of an opinion of its bond counsel for the Bonds stating in effect that such action will not impair the tax-exempt status of the Bonds. 13. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the net revenues of the System appropriated and pledged to the payment of principal and interest on the System Portion of the Bonds, together with other funds irrevocably appropriated to the Water System Improvements Debt Service Subaccount herein established, shall at any time be insufficient to pay such 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 Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 14. Certificate of Registration. The Administrator is hereby directed to file a certified copy of this resolution with the County Auditor of Stearns County, Minnesota, together with such other information as the Auditor shall require, and to obtain the County Auditor's certificate that the Bonds has been entered in the County Auditor's Bond Register and that the tax levy required by law has been made. 15. 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 13 8419177v1 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. 16. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 17. Tax -Exempt Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States, if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small -issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that: (a) the Bonds are issued by a governmental unit with general taxing powers; (b) the Bonds are a private activity bond; (c) ninety-five percent or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City); and (d) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 18. 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; (c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; 14 8419177v1 (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 2017 will not exceed $10,000,000; (e) not more than $10,000,000 of obligations issued by the City during this calendar year 2017 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $10,000,000. 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. 19. 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. 20. 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. 15 8419177v1 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 authorizing the issuance and awarding the sale of $697,000 General Obligation Bonds, Series 2017B. WITNESS my hand on August 7, 2017. 8419177v1 Administrator 16 ATTACHMENT TO RESOLUTION City of St. Joseph, Minnesota $344,000.00 General Obligation Bonds, Series 2017B Alley Project 105% Levy Less: Spe cial Assessment Equals: Net Collection Date Total P+1 105% Levy Revenue* Levy Levy Year Year 12115/2017 - - - - 12115/2018 46,644.38 48,976.60 18,583.10 30,393.50 2017 2018 12115/2019 43,227.50 45,388.88 17,514.63 27,874.25 2018 2019 12115/2020 42,440.00 44,562.00 16,931.85 27,630.15 2019 2020 12115/2021 41,652.50 43,735.13 16,349.05 27,386.08 2020 2021 12115/2022 39,865.00 41,858.25 15,766.25 26,092.00 2021 2022. 12115/2023 39,100.00 41,055.00 15,183.45 25,871.55 2022 2023 12115/2024 38,080.00 39,984.00 14,600.65 25,383.35 2023 2024 12115/2025 37,060.00 38,913.00 14,017.85 24,895.15 2024 2025 12115/2026 36,040.00 37,842.00 13,435.05 24,406.95 2025 2026 12115/2027 35,020.00 36,771.0012,852.25 23,918.75 2026 2027. Total $399,129.38 $419,085.85 $155,234.13 $263,851.72 $44,374.00 $44,396.00 *Special assessment revenue is based on assessments totaling $122,694.50 assessed at arate of 4.75% (2% over the average interest rate), with even principal payments. In addition, $25,340 in pre -paid assessments were collected and will be deposited into the construction account. FEW 8419177v1 CITY OF ST. JOSEPH Resolution 2017-020A Adopting Final Assessment 2017 CBD Alley Improvements WHEREAS, pursuant to proper notice duly given as required by law, the council has met and heard and passed upon all objections to the proposed assessment for the 2017 CBD Alley Improvements which affects the following areas: the east/west and north/south alleys between Minnesota Street and Birch Street and College Avenue N and ls` Avenue NW by bituminous surfacing, storm water and sewer improvements. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF ST. JOSEPH, MINNESOTA: 1. Such proposed assessment, a copy of which is attached hereto and made a part hereof, is hereby accepted and shall constitute the special assessment against the lands named therein, and each tract of land therein included is hereby found to be benefited by the proposed improvement in the amount of the assessment levied against it. 2. Such assessment shall be payable in equal annual installments extending over a period of 10 years, the first of the installments to be payable on or before the first Monday in January 2018, and shall bear an interest rate of 2.0 percent above the bond issue rate of 4.75 percent per annum from the date of the adoption of this assessment resolution. To the first installment shall be added interest on the entire assessment amount from the date of this resolution until December 31, 2017. To each subsequent installment when due shall be added interest for one year on all unpaid installments. The owner of any property so assessed may, at any time prior to certification of the assessment to the county auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the city treasurer, except that no interest shall be charged if the entire assessment is paid within 30 days from the adoption of this resolution; and the property owner may at any time thereafter, pay to the city treasurer the entire amount of the assessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 15 or interest will be charged through December 31 of the succeeding year. 4. The clerk shall forthwith transmit a certified duplicate of this assessment to the county auditor to be extended on the property tax lists of the county. Such assessments shall be collected and paid over in the same manner as other municipal taxes. Adopted by the council this 7th day of August 2017. Rick Schultz, Mayor Judy Weyrens, Administrator