Loading...
HomeMy WebLinkAbout9A Series 2017A Bond Issuance Report 4646 Dakota Street SE Prior Lake, MN 55372 CITY COUNCIL AGENDA REPORT MEETING DATE: APRIL 24, 2016 AGENDA #: 9A PREPARED BY: DON URAM, FINANCE DIRECTOR PRESENTED BY: DON URAM AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE COMPETITIVE SALE OF GENERAL OBLIGATION BONDS, SERIES 2017A DISCUSSION: Introduction The City’s fiscal consultant, Tammy Omdal, from Northland Securities Inc., will be present during the meeting to request Council approval for the competitive sale of general obligation bonds for the following projects: • 2017 Reconstruction Projects o Franklin Trail o Cates Street Area o Balsam Street Area o Sycamore Trail • 2017 Mill and Overlay Project • Public Works Maintenance Building – Roof Replacement A resolution is attached that approves the sale of General Obligation Bonds, “Series 2017A in an amount not-to-exceed $6 million. This is $195,000 more than the Fi- nance Plan shows for Total Uses to provide the flexibility to increase the bond amount based on the project bid amounts and/or changes in the financial markets. Project bids are expected in early May. The final bond amount will be determined at the time of the sale on June 12. History The following table includes significant dates related to the projects included in this bond issue: Council Action 2017 Reconstruc- tion Projects Mill and Overlay PW Roof Replace- ment Feasibility Report Accepted 11/28/16 Res 16-164 to 167 2/13/17 Res 17-017 N/A Public Hearing for Improvement 1/09, 1/23, and 2/13 Res 17-004, 009, 010, and 021 3/17/2017 8/22/16 Improvement Or- dered 4/10/2017 Res 17-046 2 Current Circumstances For previous bond sales, the Council has authorized negotiated bond sales directly from Northland Securities. Northland Securities has recommended that this sale be “Competitive” as described below. The competitive sale process will use a bidding process to find the underwriter with the lowest interest cost. The City will set terms for the bond issue and on June 12 will receive bids from interested underwriters or underwriting groups. The low bid will be determined based on the true interest cost (TIC) of the underwriter’s discount and interest expense. Following a competitive sale process does not guarantee the lowest borrowing costs available but it does provide for that opportunity. The results will reflect the lowest costs of the underwriters that chose to submit a bid on the specified structure, date and time of the sale. Given the specific facts for the Prior Lake 2017A Bond issue, the strong credit strength of the City, along with current market conditions including lack of supply, we anticipate that this issue will attract broad investor interest and many bidders. Closing on the bonds is expected to oc- cur at the end of June. The structure of the bond issue will be based upon the following components in rounded amounts for the new projects: 2017 Recon- struction Pro- jects Mill and Overlay PW Roof Replace- ment TOTAL Estimated Project Costs $7,335,510 $517,000 $650,000 $7,235,234 Less: Water Fund (1,427,810) Less: Sewer Fund (1,024,020) Less: Storm Water Fund (293,450) Less: Other Funding 109,770(1) (167,000) Project Costs to Bond $4,700,000 $350,000 $650,000 $5,700,000 Underwriters Discount 43,537.50 Bond Issuance Costs 57,990 Rounding Amount 3,472.50 Total New Money $5,805,000 (1) Contingency 3 Attached is a Finance Plan Summary that provides additional detail with respect to the sources and uses of funds, interest rates, debt service principal/interest pay- ments, and sources of repayment. The two primary sources of repayment are spe- cial assessments and property taxes. The City’s bond counsel, Briggs & Morgan, has reviewed all the necessary bond documents. Northland Securities has prepared the attached resolution providing for the issuance and sale of the general obligation bonds. During the week of May 22, the City Manager, Acting Finance Director, and Ms. Omdal will participate in a bond rating call with S&P. The City currently has AA+ rat- ing from Standard & Poor’s and an Aa2 rating from Moody’s Investor Rating Ser- vices. Conclusion The City Council should adopt the attached resolution which provides for the issu- ance and sale of bonds. ISSUES: The projects that are included in this bond issue are all in the bidding stage. Bids are expected back for the road reconstruction projects and the mill and overlay pro- ject on May 11. Bids for the PW maintenance building roof are due on May 4. All project bids and staff recommendations will be presented to the Council on May 22. FINANCIAL IMPACT: The initial amount of the bond issue for the 2017 road projects in the approved CIP was approximately $5.4 million with the tax levy supporting $3.5 million. Based on these figures, the estimated annual tax levy was $419,000. The proposed bond is- sue has been reduced to reflect the cost estimates completed as part of each feasi- bility study. The new total is expected to be about $4.7 million with the tax levy sup- ported about $2.8 million or $335,000 annually. This is a savings of about $85,000. The amount of debt for the PW maintenance building roof project has increased slightly from $620,000 to $650,000. The annual tax levy to support this amount is about $110,000 compared to the original forecast of $74,000. In an effort to reduce interest expense, the term for the CIP bonds was reduced from 10 years to 7 years. Overall, the property tax levy for these bonds is lower than projected by about $50,000 annually The mill and overlay project for 2017 will be supported by special assessments and cash reserves. ALTERNA- TIVES: The following alternatives are available to the City Council: 1. Motion and a second to Adopt the Resolution Authorizing the Issuance of General Obligation Bonds, Series 2017A. 2. Motion and a second to table action and to provide direction to staff for more information. RECOM- MENDED MOTION: Alternative 1. 8279800v1 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF PRIOR LAKE, MINNESOTA HELD: April 24, 2017 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Prior Lake, Scott County, Minnesota, was duly held at the City Hall on April 24, 2017, at 7:00 P.M. for the purpose in part of authorizing the competitive negotiated sale of not to exceed $6,000,000 General Obligation Bonds, Series 2017A. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF GENERAL OBLIGATION BONDS, SERIES 2017A IN AN AMOUNT NOT TO EXCEED $6,000,000 A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the "City"), has heretofore determined that it is necessary and expedient to issue General Obligation Bonds, Series 2017A (the "Bonds"), in an amount not to exceed $6,000,000, to finance various improvement projects and capital improvement projects in the City; and B. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis, Minnesota ("Northland"), as its independent financial advisor and is therefore authorized to sell the Bonds by competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and C. WHEREAS, the City has retained Briggs and Morgan, P.A. in Minneapolis, Minnesota as its bond counsel for purposes of this financing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Prior Lake, Minnesota, as follows: 1. Authorization. The City Council hereby authorizes Northland to solicit proposals for the competitive negotiated sale of the Bonds. 2. Meeting; Proposal Opening. The City Council shall meet at the time and place specified in the Notice of Sale attached hereto as Exhibit A for the purpose of considering sealed proposals for and awarding the sale of the Bonds. The City Manager, or designee, shall open proposals at the time and place specified in the Notice of Sale. 8279800v1 2 3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof are fully set forth in the Notice of Sale attached hereto as Exhibit A and hereby approved and made a part hereof. 4. Official Statement. In connection with the competitive negotiated sale of the Bonds, the City Manager and other officers or employees of the City are hereby authorized to cooperate with Northland and participate in the preparation of an official statement for the Bonds, and to execute and deliver it on behalf of the City upon its completion. The motion for the adoption of the foregoing resolution was duly seconded by member _______________ and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: VOTE Briggs McGuire Thompson Braid Burkart Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ Whereupon the resolution was declared duly passed and adopted. 8279800v1 3 STATE OF MINNESOTA COUNTY OF SCOTT CITY OF PRIOR LAKE I, the undersigned, being the duly qualified and acting City Manager of the City of Prior Lake, 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 the City's General Obligation Bonds, Series 2017A. WITNESS my hand on April ____, 2017. __________________________________ City Manager 8279800v1 A-1 EXHIBIT A NOTICE OF SALE $5,805,000* GENERAL OBLIGATION BONDS, SERIES 2017A CITY OF PRIOR LAKE, MINNESOTA (Book-Entry Only) NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms: TIME AND PLACE: Proposals will be opened by the City Manager, or designee, on Monday, June 12, 2017, at 10:30 A.M., CT, at the offices of Northland Securities, Inc., 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning Monday, June 12, 2017, at 7:00 P.M., CT. SUBMISSION OF PROPOSALS Proposals may be: a) submitted to the office of Northland Securities, Inc., b) faxed to Northland Securities, Inc. at 612-851-5918, c) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to Northland Securities, Inc. by telephone at 612-851-5900 or 612-851-4945, or d) submitted electronically. Notice is hereby given that electronic proposals will be received via PARITY™, or its successor, in the manner described below, until 10:30 A.M., CT, on Monday, June 12, 2017. Proposals may be submitted electronically via PARITY™ or its successor, pursuant to this Notice until 10:30 A.M., CT, but no Proposal will be received after the time for receiving Proposals specified above. To the extent any instructions or directions set forth in PARITY™, or its successor, conflict with this Notice, the terms of this Notice shall control. For further information about PARITY™, or its successor, potential bidders may contact Northland Securities, Inc. or i-Deal at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212-849-5021. Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITY™ or its successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. BOOK-ENTRY SYSTEM The Bonds will be issued by means of a book-entry system with no physical distribution of bond certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Bonds. * The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adj usted to maintain the same gross spread. 8279800v1 A-2 Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the City through Northland Trust Services, Inc. Minneapolis, Minnesota (the “Paying Agent/Registrar”), to DTC, or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and customary charges for the services of the Paying Agent/Registrar. DATE OF ORIGINAL ISSUE OF BONDS Date of Delivery (Estimated to be June 29, 2017) AUTHORITY/PURPOSE/SECURITY The Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475 and Section 475.521. Proceeds will be used to finance improvement various projects within the City. The Bonds are payable from special assessments against benefited property and additionally secured by ad valorem taxes on all taxable property within the City. The full faith and credit of the City is pledged to their payment and the City has validly obligated itself to levy ad valorem taxes in the event of any deficiency in the debt service account established for this issue. INTEREST PAYMENTS Interest is due semiannually on each June 15 and December 15, commencing June 15, 2018, to registered owners of the Bonds appearing of record in the Bond Register as of the close of business on the first day (whether or not a business day) of the calendar month of such interest payment date. MATURITIES Principal is due annually on December 15, inclusive, in each of the years and amounts as follows: Year Amount Year Amount Year Amount 2018 $545,000 2022 $650,000 2026 $520,000 2019 610,000 2023 585,000 2027 535,000 2020 620,000 2024 595,000 2021 635,000 2025 510,000 Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. INTEREST RATES All rates must be in integral multiples of 1/20th or 1/8th of 1%. Rates must be in level or ascending order. All Bonds of the same maturity must bear a single uniform rate from date of issue to maturity. 8279800v1 A-3 ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any reason, including post-sale adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder. OPTIONAL REDEMPTION Bonds maturing on December 15, 2025 through 2027 are subject to redemption and prepayment at the option of the City on December 15, 2024 and any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and principal amounts within each maturity to be redeemed shall be determined by the City and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the successful bidder. DELIVERY Delivery of the Bonds will be within forty days after award, subject to an approving legal opinion by Briggs and Morgan, Professional Association, Bond Counsel. The legal opinion will be paid by the City and delivery will be anywhere in the continental United States without cost to the successful bidder at DTC. TYPE OF PROPOSAL Proposals of not less than $5,761,462.50 (99.25%) and accrued interest on the principal sum of $5,805,000 must be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to: Frank Boyles, City Manager Prior Lake City Hall 4646 Dakota Avenue Street SE Prior Lake, Minnesota 55372 A good faith deposit (the “Deposit”) in the amount of $116,100 in the form of a federal wire transfer (payable to the order of the City) is only required from the apparent winning bidder, and must be received within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer. 8279800v1 A-4 The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City’s computation of the interest rate of each Proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City will reserve the right to: (i) waive non-substantive informalities of any Proposal or of matters relating to the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any Proposal which the City determines to have failed to comply with the terms herein. INFORMATION FROM SUCCESSFUL BIDDER The successful bidder will be required to provide, in a timely manner, certain information relating to the initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. OFFICIAL STATEMENT By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB). FULL CONTINUING DISCLOSURE UNDERTAKING The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure Undertaking to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12. BANK QUALIFICATION The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. BOND INSURANCE AT UNDERWRITER’S OPTION 8279800v1 A-5 If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the successful bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the Bonds. The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale. Dated: April 24, 2017 BY ORDER OF THE PRIOR LAKE CITY COUNCIL /s/ Frank Boyles City Manager Additional information may be obtained from: Northland Securities, Inc. 45 South 7th Street, Suite 2000 Minneapolis, Minnesota 55402 Telephone No.: 612-851-5900 8279800v1 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF PRIOR LAKE, MINNESOTA HELD: April 24, 2017 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Prior Lake, Scott County, Minnesota, was duly held at the City Hall on April 24, 2017, at 7:00 P.M. for the purpose in part of authorizing the competitive negotiated sale of not to exceed $6,000,000 General Obligation Bonds, Series 2017A. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF GENERAL OBLIGATION BONDS, SERIES 2017A IN AN AMOUNT NOT TO EXCEED $6,000,000 A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the "City"), has heretofore determined that it is necessary and expedient to issue General Obligation Bonds, Series 2017A (the "Bonds"), in an amount not to exceed $6,000,000, to finance various improvement projects and capital improvement projects in the City; and B. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis, Minnesota ("Northland"), as its independent financial advisor and is therefore authorized to sell the Bonds by competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and C. WHEREAS, the City has retained Briggs and Morgan, P.A. in Minneapolis, Minnesota as its bond counsel for purposes of this financing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Prior Lake, Minnesota, as follows: 1. Authorization. The City Council hereby authorizes Northland to solicit proposals for the competitive negotiated sale of the Bonds. 2. Meeting; Proposal Opening. The City Council shall meet at the time and place specified in the Notice of Sale attached hereto as Exhibit A for the purpose of considering sealed proposals for and awarding the sale of the Bonds. The City Manager, or designee, shall open proposals at the time and place specified in the Notice of Sale. 8279800v1 2 3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof are fully set forth in the Notice of Sale attached hereto as Exhibit A and hereby approved and made a part hereof. 4. Official Statement. In connection with the competitive negotiated sale of the Bonds, the City Manager and other officers or employees of the City are hereby authorized to cooperate with Northland and participate in the preparation of an official statement for the Bonds, and to execute and deliver it on behalf of the City upon its completion. The motion for the adoption of the foregoing resolution was duly seconded by member _______________ and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: VOTE Briggs McGuire Thompson Braid Burkart Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ Whereupon the resolution was declared duly passed and adopted. 8279800v1 3 STATE OF MINNESOTA COUNTY OF SCOTT CITY OF PRIOR LAKE I, the undersigned, being the duly qualified and acting City Manager of the City of Prior Lake, 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 the City's General Obligation Bonds, Series 2017A. WITNESS my hand on April ____, 2017. __________________________________ City Manager 8279800v1 A-1 EXHIBIT A NOTICE OF SALE $5,805,000* GENERAL OBLIGATION BONDS, SERIES 2017A CITY OF PRIOR LAKE, MINNESOTA (Book-Entry Only) NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms: TIME AND PLACE: Proposals will be opened by the City Manager, or designee, on Monday, June 12, 2017, at 10:30 A.M., CT, at the offices of Northland Securities, Inc., 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning Monday, June 12, 2017, at 7:00 P.M., CT. SUBMISSION OF PROPOSALS Proposals may be: a) submitted to the office of Northland Securities, Inc., b) faxed to Northland Securities, Inc. at 612-851-5918, c) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to Northland Securities, Inc. by telephone at 612-851-5900 or 612-851-4945, or d) submitted electronically. Notice is hereby given that electronic proposals will be received via PARITY™, or its successor, in the manner described below, until 10:30 A.M., CT, on Monday, June 12, 2017. Proposals may be submitted electronically via PARITY™ or its successor, pursuant to this Notice until 10:30 A.M., CT, but no Proposal will be received after the time for receiving Proposals specified above. To the extent any instructions or directions set forth in PARITY™, or its successor, conflict with this Notice, the terms of this Notice shall control. For further information about PARITY™, or its successor, potential bidders may contact Northland Securities, Inc. or i-Deal at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212-849-5021. Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITY™ or its successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. BOOK-ENTRY SYSTEM The Bonds will be issued by means of a book-entry system with no physical distribution of bond certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Bonds. * The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adj usted to maintain the same gross spread. 8279800v1 A-2 Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the City through Northland Trust Services, Inc. Minneapolis, Minnesota (the “Paying Agent/Registrar”), to DTC, or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and customary charges for the services of the Paying Agent/Registrar. DATE OF ORIGINAL ISSUE OF BONDS Date of Delivery (Estimated to be June 29, 2017) AUTHORITY/PURPOSE/SECURITY The Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475 and Section 475.521. Proceeds will be used to finance improvement various projects within the City. The Bonds are payable from special assessments against benefited property and additionally secured by ad valorem taxes on all taxable property within the City. The full faith and credit of the City is pledged to their payment and the City has validly obligated itself to levy ad valorem taxes in the event of any deficiency in the debt service account established for this issue. INTEREST PAYMENTS Interest is due semiannually on each June 15 and December 15, commencing June 15, 2018, to registered owners of the Bonds appearing of record in the Bond Register as of the close of business on the first day (whether or not a business day) of the calendar month of such interest payment date. MATURITIES Principal is due annually on December 15, inclusive, in each of the years and amounts as follows: Year Amount Year Amount Year Amount 2018 $545,000 2022 $650,000 2026 $520,000 2019 610,000 2023 585,000 2027 535,000 2020 620,000 2024 595,000 2021 635,000 2025 510,000 Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. INTEREST RATES All rates must be in integral multiples of 1/20th or 1/8th of 1%. Rates must be in level or ascending order. All Bonds of the same maturity must bear a single uniform rate from date of issue to maturity. 8279800v1 A-3 ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any reason, including post-sale adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder. OPTIONAL REDEMPTION Bonds maturing on December 15, 2025 through 2027 are subject to redemption and prepayment at the option of the City on December 15, 2024 and any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and principal amounts within each maturity to be redeemed shall be determined by the City and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the successful bidder. DELIVERY Delivery of the Bonds will be within forty days after award, subject to an approving legal opinion by Briggs and Morgan, Professional Association, Bond Counsel. The legal opinion will be paid by the City and delivery will be anywhere in the continental United States without cost to the successful bidder at DTC. TYPE OF PROPOSAL Proposals of not less than $5,761,462.50 (99.25%) and accrued interest on the principal sum of $5,805,000 must be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to: Frank Boyles, City Manager Prior Lake City Hall 4646 Dakota Avenue Street SE Prior Lake, Minnesota 55372 A good faith deposit (the “Deposit”) in the amount of $116,100 in the form of a federal wire transfer (payable to the order of the City) is only required from the apparent winning bidder, and must be received within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer. 8279800v1 A-4 The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City’s computation of the interest rate of each Proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City will reserve the right to: (i) waive non-substantive informalities of any Proposal or of matters relating to the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any Proposal which the City determines to have failed to comply with the terms herein. INFORMATION FROM SUCCESSFUL BIDDER The successful bidder will be required to provide, in a timely manner, certain information relating to the initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. OFFICIAL STATEMENT By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB). FULL CONTINUING DISCLOSURE UNDERTAKING The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure Undertaking to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12. BANK QUALIFICATION The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. BOND INSURANCE AT UNDERWRITER’S OPTION 8279800v1 A-5 If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the successful bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the Bonds. The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale. Dated: April 24, 2017 BY ORDER OF THE PRIOR LAKE CITY COUNCIL /s/ Frank Boyles City Manager Additional information may be obtained from: Northland Securities, Inc. 45 South 7th Street, Suite 2000 Minneapolis, Minnesota 55402 Telephone No.: 612-851-5900