Questions and answers

OFFICIAL STATEMENT DATED JULY 30, 2009 NEW ISSUE Rating: Requested from Standard & Poor’s Ratings Services In the opinion of Briggs and Morgan, Professional Association, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions, at the time of their issuance and delivery to the original Purchaser, if the Certificates are bid as Tax-Exempt Certificates, interest on the Certificates is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions). Interest on the Certificates is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporation; however, interest on the Certificates is taken into account for the purpose of determining adjusted current earnings for purposes of computing the federal alternative minimum tax imposed on corporations. No opinion will be expressed by Bond Counsel regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Certificates or arising with respect to ownership of the Certificates. See “Tax Exemption” and “Other Federal and State Tax Considerations” herein. If the Certificates are bid as Taxable Certificates, interest on the Certificates is includable in gross income for purposes of United States and State of Minnesota income tax. (See "Taxability of Interest" herein.)

$1,675,000*

City of Woodbury, Minnesota

General Obligation Equipment Certificates of Indebtedness, Series 2009C

(Book Entry Only)

(Option offered to bid as Tax-Exempt Certificates or as Taxable Build America Bonds) Dated Date: September 1, 2009 Interest Due: February 1 and August 1,

commencing August 1, 2010 The Bonds will mature on February 1 as follows:

2011 $155,000 2012 $175,000 2013 $180,000

2014 $180,000 2015 $185,000 2016 $190,000

2017 $195,000 2018 $205,000 2019 $210,000

Proposals for the Certificates may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. The City may elect on February 1, 2017, and on any day thereafter, to prepay the Certificates due on or after February 1, 2018 at a price of par plus accrued interest. The Certificates are also subject to Extraordinary Redemption. Please see “THE CERTIFICATES – Extraordinary Redemption” herein. The City is requesting bids for the Certificates optionally as conventional tax-exempt general obligations or as taxable general obligations which the City will elect to designate “Qualified Build America Bonds (Direct Pay)”. Each bidder is encouraged, but not required, to submit proposals for both Tax-Exempt Certificates and Taxable Certificates. To comply with the “Build America Bond” provisions of the Internal Revenue Code of 1986, as amended (the “Code”), each proposal for the Taxable Certificates must specify the expected reoffering price for each maturity of the Certificates, and (i) each actual reoffering price paid by the public or any broker dealer or bondhouse cannot exceed the par amount of the maturity by more than .25% multiplied by the number of complete years to the earlier of the maturity date or the first optional redemption date for the maturity of the Certificates, and (ii) in the initial offering period, no bond may be sold by any broker dealer or bondhouse, including any dealer who purchases an inter-dealer transaction, for a price in excess of such limit unless the IRS provides authoritative guidance to the contrary. Separate proposal forms and Parity provisions have been provided for submitting proposals for the Certificates if to be designated Tax-Exempt Certificates or designated Taxable Certificates. Proposals must be for not less than $1,654,900 and accrued interest on the total principal amount of the Certificates. Proposals shall specify rates in integral multiples of 5/100 or 1/8 of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. Proposals must be accompanied by a good faith deposit in the amount of $16,750 in the form of a certified or cashier’s check payable to the order of the City, a wire transfer, or a Financial Surety Bond, and delivered to Springsted Incorporated prior to the time proposals will be opened. The Certificates will be awarded on the basis of True Interest Cost (TIC), treating the credit available to the City if the Certificates are issued as Taxable Certificates constituting “Qualified Build America Bonds” as a reduction in each interest payment. The Bonds will be issued as fully registered Certificates without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Certificates. Individual purchases may be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Certificates purchased. (See “Book Entry System” herein.) Wells Fargo Bank, National Association, Minneapolis, Minnesota will serve as registrar (the “Registrar”) for the Certificates. Certificates will be available for delivery at DTC on or about September 9, 2009. * Preliminary; subject to change.

PROPOSALS RECEIVED: August 12, 2009 (Wednesday) until 10:30 A.M., Central Time AWARD: August 12, 2009 (Wednesday) at 7:30 P.M., Central Time

Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the City, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101-2887 (651) 223-3000

For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the same may be supplemented or corrected by the Issuer from time to time (collectively, the “Official Statement”), may be treated as an Official Statement with respect to the Obligations described herein that is deemed final as of the date hereof (or of any such supplement or correction) by the Issuer, except for the omission of certain information referred to in the succeeding paragraph. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Obligations, together with any other information required by law, shall constitute a “Final Official Statement” of the Issuer with respect to the Obligations, as that term is defined in Rule 15c2-12. Any such addendum shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference. By awarding the Obligations to any underwriter or underwriting syndicate submitting a Proposal therefor, the Issuer agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Obligations are awarded copies of the Official Statement and the addendum or addenda described in the preceding paragraph in the amount specified in the Terms of Proposal. The Issuer designates the senior managing underwriter of the syndicate to which the Obligations are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a Proposal with respect to the Obligations agrees thereby that if its bid is accepted by the Issuer (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Obligations for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. No dealer, broker, salesman or other person has been authorized by the Issuer to give any information or to make any representations with respect to the Obligations, other than as contained in the Official Statement or the Final Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the Issuer. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the Issuer and, while believed to be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE THEREOF. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts of documents prepared by or on behalf of the Issuer have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request. Any CUSIP numbers for the Obligations included in the Final Official Statement are provided for convenience of the owners and prospective investors. The CUSIP numbers for the Obligations have been assigned by an organization unaffiliated with the Issuer. The Issuer is not responsible for the selection of the CUSIP numbers and makes no representation as to the accuracy thereof as printed on the Obligations or as set forth in the Final Official Statement. No assurance can be given that the CUSIP numbers for the Obligations will remain the same after the date of issuance and delivery of the Obligations.

TABLE OF CONTENTS

Page(s) Terms of Proposal............................................................................................................... i-vi Introductory Statement........................................................................................................ 1 Continuing Disclosure ......................................................................................................... 1 The Certificates................................................................................................................... 2 Authority and Purpose ........................................................................................................ 5 Security and Financing ....................................................................................................... 5 Future Financing ................................................................................................................. 5 Litigation.............................................................................................................................. 5 Legality................................................................................................................................ 5 Tax Exemption .................................................................................................................... 6 Other Federal and State Tax Considerations ..................................................................... 6 Taxability of Interest............................................................................................................ 7 Rating.................................................................................................................................. 8 Financial Advisor................................................................................................................. 8 Certification ......................................................................................................................... 8 City Property Values ........................................................................................................... 9 City Indebtedness ............................................................................................................... 10 City Tax Rates, Levies and Collections .............................................................................. 15 Funds on Hand ................................................................................................................... 16 City Investments ................................................................................................................. 16 General Information Concerning the City............................................................................ 16 Governmental Organization and Services .......................................................................... 24 Proposed Form of Legal Opinion ............................................................................... Appendix I Continuing Disclosure Undertaking............................................................................ Appendix II Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation ........................................................................ Appendix III Excerpt of 2008 Annual Financial Statements ........................................................... Appendix IV

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THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:

TERMS OF PROPOSAL

$1,675,000*

CITY OF WOODBURY, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2009C

(BOOK ENTRY ONLY) The City of Woodbury, Minnesota is requesting bids for the above-named Issue optionally as conventional tax-exempt general obligations (the “Tax-Exempt Certificates”) or as taxable general obligations which the City will elect to designate “Qualified Build America Bonds (Direct Pay)” (the “Taxable Certificates”). Proposals for the Certificates and the Good Faith Deposit (“Deposit”) will be received on Wednesday, August 12, 2009, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time proposals will be opened and tabulated. Consideration for award of the Certificates will be by the City Council at 7:30 P.M., Central Time, of the same day.

SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Certificates regardless of the manner in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223-3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223-3000 or fax (651) 223-3046 for inclusion in the submitted Proposal. OR (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARITY®. For purposes of the electronic bidding process, the time as maintained by PARITY® shall constitute the official time with respect to all Bids submitted to PARITY®. Each bidder shall be solely responsible for making necessary arrangements to access PARITY® for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents nor PARITY® shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents nor PARITY® shall be responsible for a bidder’s failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY®. The City is using the services of PARITY® solely as a communication mechanism to conduct the electronic bidding for the Certificates, and PARITY® is not an agent of the City. If any provisions of this Terms of Proposal conflict with information provided by PARITY®, this Terms of Proposal shall control. Further information about PARITY®, including any fee charged, may be obtained from:

PARITY®, 1359 Broadway, 2nd Floor, New York, New York 10018 Customer Support: (212) 849-5000

* Preliminary; subject to change.

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DETAILS OF THE CERTIFICATES The Certificates will be dated September 1, 2009, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 2010. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Certificates will mature February 1 in the years and amounts* as follows:

2011 $155,000 2012 $175,000 2013 $180,000

2014 $180,000 2015 $185,000 2016 $190,000

2017 $195,000 2018 $205,000 2019 $210,000

* The City reserves the right, after proposals are opened and prior to award, to increase or reduce

the principal amount of the Certificates or the maturity amounts offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Certificates is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Certificates is increased or reduced.

Proposals for the Certificates may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify “Years of Term Maturities” in the spaces provided on the Proposal Form.

BOOK ENTRY SYSTEM The Certificates will be issued by means of a book entry system with no physical distribution of Certificates made to the public. The Certificates will be issued in fully registered form and one Certificate, representing the aggregate principal amount of the Certificates maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Certificates. Individual purchases of the Certificates may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Certificates. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Certificates, will be required to deposit the Certificates with DTC.

REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar.

OPTIONAL REDEMPTION The City may elect on February 1, 2017, and on any day thereafter, to prepay Certificates due on or after February 1, 2018. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Certificates of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest.

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EXTRAORDINARY REDEMPTION

In the event the Certificates are designated and issued as Taxable Qualified Build America Bonds (Direct Pay) and only upon the occurrence of an Extraordinary Event, the City may elect to prepay the Certificates maturing February 1, 2013 through and including February 1, 2019, in whole or in part, at a redemption price of par plus accrued interest, on August 1, 2012 or any date thereafter. An “Extraordinary Event” will have occurred if a material adverse change has occurred to Section 54AA or 6431 of the Code (as such Sections were added by Section 1531 of the Recovery Act, pertaining to “Build America Bonds”) pursuant to which the City’s 35% direct payment credit from the United States Treasury is reduced or eliminated.

SECURITY AND PURPOSE

The Certificates will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance various energy efficiency equipment for the City’s Bielenberg Sports Center.

BIDDING PARAMETERS Bidders may provide proposals for the Certificates specifying interest rates for the Certificates if issued as Tax-Exempt Certificates, or alternatively, specifying interest rates for the Certificates if issued as Taxable Certificates. Each bidder is encouraged, but not required, to submit proposals for both Tax-Exempt Certificates and Taxable Certificates. To comply with the “Build America Bond” provisions of the Internal Revenue Code of 1986, as amended (the “Code”), each proposal for the Taxable Certificates must specify the expected reoffering price for each maturity of the Certificates, and (i) each actual reoffering price paid by the public or any broker dealer or bondhouse cannot exceed the par amount of the maturity by more than .25% multiplied by the number of complete years to the earlier of the maturity date or the first optional redemption date for the maturity of the Certificates and (ii) in the initial offering period, no bond may be sold by any broker dealer or bondhouse, including any dealer who purchases an inter-dealer transaction, for a price in excess of such limit unless the IRS provides authoritative guidance to the contrary. Separate proposal forms and Parity provisions have been provided for submitting proposals for the Certificates if to be designated Tax-Exempt Certificates or designated Taxable Certificates. If the Certificates are issued as Taxable Certificates, the Certificates will be titled “Taxable General Obligation Equipment Certificates of Indebtedness, Series 2009C”. Proposals for the Tax-Exempt Certificates shall be for not less than $1,654,900 and accrued interest on the total principal amount of the Certificates. As described below, proposals for the Taxable Certificates shall be for not less than $1,654,900 or for not more than a de minimis premium, as described below.

Year

Maximum Permitted

Price

Year

Maximum Permitted

Price 2011 100.25% 2016 101.50% 2012 100.50% 2017 101.75% 2013 100.75% 2018 101.75% 2014 101.00% 2019 101.75% 2015 101.25%

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No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Certificates is adjourned, recessed, or continued to another date without award of the Certificates having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. Certificates of the same maturity shall bear a single rate from the date of the Certificates to the date of maturity. No conditional proposals will be accepted.

GOOD FAITH DEPOSIT Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of $16,750, in the form of a certified or cashier's check, a wire transfer, or Financial Surety Bond and delivered to Springsted Incorporated prior to the time proposals will be opened. Each bidder shall be solely responsible for the timely delivery of their Deposit whether by check, wire transfer or Financial Surety Bond. Neither the City nor Springsted Incorporated have any liability for delays in the transmission of the Deposit. Any Deposit made by certified or cashier’s check should be made payable to the City and delivered to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55101. Any Deposit sent via wire transfer should be sent to Springsted Incorporated as the City’s agent according to the following instructions:

Wells Fargo Bank, N.A., San Francisco, CA 94104 ABA #121000248

For credit to Springsted Incorporated, Account #635-5007954 Contemporaneously with such wire transfer, the bidder shall send an e-mail to [email protected], including the following information; (i) indication that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the Certificates. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Certificates. Any Deposit made by check or wire transfer by an unsuccessful bidder will be returned to such bidder following City action relative to an award of the Certificates. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota and pre-approved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Certificates are awarded to an underwriter using a Financial Surety Bond, then that underwriter is required to submit its Deposit to the City in the form of a certified or cashier’s check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement, will be deposited by the City and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City.

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AWARD The Certificates will be awarded to the bidder offering the lowest interest rate to be determined on a true interest cost (TIC) basis, treating the credit available to the City if the Certificates are issued as Taxable Bonds constituting “Qualified Build America Bonds” as a reduction in each interest payment. No proposal for the Taxable Bonds may require reoffering premiums in excess of the maximums set for the Taxable Bonds issued as “Qualified Build America Bonds” as provided within the section “Bidding Parameters” herein. The City’s computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Certificates, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein.

BOND INSURANCE AT PURCHASER'S OPTION If the Certificates qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Certificates. Any increased costs of issuance of the Certificates resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Certificates from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Certificates have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Certificates.

CUSIP NUMBERS If the Certificates qualify for assignment of CUSIP numbers such numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificate nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Certificates. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser.

SETTLEMENT Within 40 days following the date of their award, the Certificates will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement, payment for the Certificates shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Certificates has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non- compliance with said terms for payment.

CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Certificates, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will covenant for the benefit of the owners of the Certificates to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2-12(b)(5).

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OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Certificates, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Certificates, together with any other information required by law, shall constitute a “Final Official Statement” of the City with respect to the Certificates, as that term is defined in Rule 15c2-12. By awarding the Certificates to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Certificates are awarded 65 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Certificates are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Certificates agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Certificates for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated July 8, 2009 BY ORDER OF THE CITY COUNCIL

/s/ Clinton P. Gridley City Administrator

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OFFICIAL STATEMENT

$1,675,000*

CITY OF WOODBURY, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2009C

(BOOK ENTRY ONLY)

INTRODUCTORY STATEMENT This Official Statement contains certain information pertaining to the City of Woodbury, Minnesota (the “City” or the “Issuer”) and its issuance of $1,675,000* General Obligation Equipment Certificates of Indebtedness, Series 2009C (the “Certificates”, the “Obligations” or the “Issue”). The Certificates are general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. Depending upon the bids received, the City may issue the Certificates as tax-exempt general obligations (the “Tax-Exempt Certificates”) or as taxable general obligations (the “Taxable Certificates”). If the Certificates are issued as Taxable Certificates, the Certificates will be titled “Taxable General Obligation Equipment Certificates of Indebtedness, Series 2009C”. Inquiries may be directed to Mr. Tim Johnson, Finance Director, City of Woodbury, 8301 Valley Creek Road, Woodbury, Minnesota 55125, or by telephoning (651) 714-3502. Inquiries may also be directed to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55105-2887, or by telephoning (651) 223-3000. If information of a specific legal nature is desired, requests may be directed to Ms. Mary Dyrseth, Briggs and Morgan, Professional Association, Bond Counsel, 2200 West First National Bank Building, St. Paul, Minnesota 55101 or by telephoning (651) 808-6625.

CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2-12 (the “Rule”), pursuant to the Award Resolution and the Continuing Disclosure Undertaking (the “Undertaking”) to be executed on behalf of the City on or before closing, the City has and will covenant for the benefit of holders or beneficial owners of the Certificates to provide certain financial information and operating data relating to the City to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertaking, as well as the information to be contained in the annual report or the notices of material events, is set forth in the Undertaking in substantially the form attached hereto as Appendix II, subject to such modifications thereof or additions thereto as: (i) consistent with requirements under the Rule, (ii) required by the purchaser of the Certificates from the City, and (iii) acceptable to the Administrator and Mayor of the City. * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal

amount of the Certificates offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Certificates is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Certificates is increased or reduced.

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The City has never failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of material events. A failure by the City to comply with the Undertaking will not constitute an event of default on the Certificates (although holders or other beneficial owners of the Certificates will have the sole remedy of bringing an action for specific performance). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Certificates in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Certificates and their market price.

THE CERTIFICATES General Description The Certificates will be dated as of September 1, 2009 and will mature on the dates and in the amounts as set forth on the front cover of this Official Statement. The Certificates are issued in book entry form. Interest on the Certificates is payable on February 1 and August 1 of each year, commencing August 1, 2010. Interest will be payable to the holder (initially Cede & Co.) registered on the books of the Registrar as of the fifteenth day of the calendar month next preceding such interest payment date. Principal of and interest on the Certificates will be paid as described in the section herein entitled “Book Entry System.” The City has named Wells Fargo Bank, National Association, Minneapolis, Minnesota as Registrar for the Certificates. The City will pay for registration services. Optional Redemption The City may elect on February 1, 2017, and on any day thereafter, to prepay the Certificates due on or after February 1, 2018. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all the Certificates of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All optional prepayments shall be at a price of par plus accrued interest. Extraordinary Redemption In the event the Certificates are designated and issued as taxable Qualified Build America Bonds (Direct Pay) and only upon the occurrence of an Extraordinary Event, the City may elect to prepay the Certificates maturing February 1, 2013 through and including February 1, 2019, in whole or in part, at a redemption price of par plus accrued interest, on August 1, 2012 or any date thereafter. An “Extraordinary Event” will have occurred if a material adverse change has occurred to Section 54AA or 6431 of the Code (as such Sections were added by Section 1531 of the Recovery Act, pertaining to “Build America Bonds”) pursuant to which the City’s 35% direct payment credit from the United States Treasury is reduced or eliminated.

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Book Entry System The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Obligations. The Obligations will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Obligations, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC’s records. The ownership interest of each actual purchaser of each Obligation (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Obligations are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book-entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Obligations are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations

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may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligations documents. For example, Beneficial Owners of the Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices are required to be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer or Bond Registrar as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payment of principal, interest, and redemption premium, if any, on the Obligations will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the Issuer or its agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Bond Registrar, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest, and redemption premium, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Registrar, Issuer, or the Issuer's agent. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Obligations purchased or tendered, through its Participant, to Trustee, and shall effect delivery of such Obligations by causing the Direct Participant to transfer the Participant’s interest in the Obligations, on DTC’s records, to Trustee. The requirement for physical delivery of Obligations in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Obligations are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Obligations to Trustee’s DTC account. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the Issuer or its agent. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.

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AUTHORITY AND PURPOSE The Certificates are being issued pursuant to Minnesota Statutes, Chapter 475 and Section 412.301. Minnesota Statutes specify that the City may issue certificates of indebtedness without referendum and not subject to a petition if the total amount of the issue does not exceed ¼ of 1% of the market value of the taxable property in the City. Based on the City’s current market value, this represents a maximum issue size of approximately $19,010,069. This issuance of $1,675,000 is within that limitation and is not subject to petition. Proceeds of the Certificates, along with available City funds, will be used to finance various energy efficiency equipment for the City’s Bielenberg Sports Center. The composition of the Certificates is as follows:

Project Costs $2,362,142 Available City Funds (734,992) Allowance for Discount Bidding 20,100 Costs of Issuance 27,750

Total Certificates $1,675,000

SECURITY AND FINANCING The Certificates are general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. The City will make its first levy in 2009 for collection in 2010. Each year’s tax collections, if collected in full, will be sufficient to pay 105% of the interest payment due August 1 in the year of collection and the principal and interest payment due February 1 of the following year.

FUTURE FINANCING The City does not expect to issue any additional long-term debt within the next 90 days.

LITIGATION The City is not aware of any threatened or pending litigation affecting the validity of the Certificates or the City’s ability to meet its financial obligations.

LEGALITY The Certificates are subject to approval as to certain matters by Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined, nor attempted to examine or

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verify, any of the financial or statistical statements or data contained in this Official Statement and will express no opinion with respect thereto. A legal opinion in substantially the form set out in Appendix I herein will be delivered at closing. In the event that the Certificates are issued as Tax-Exempt Certificates, the following sections, “Tax Exemption” and “Other Federal Tax Considerations,” shall apply to such Tax-Exempt Certificates.

TAX EXEMPTION At closing Briggs and Morgan, Professional Association, Bond Counsel, will render an opinion that, at the time of their issuance and delivery to the original purchaser, under present federal and State of Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), the interest on each Certificate is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross income and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and that interest on the Certificates is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; provided that interest on the Certificates is subject to federal income taxation to the extent it is included as part of adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations. No opinion will be expressed by Bond Counsel regarding other federal or state tax consequences caused by the receipt or accrual of interest on the Certificates or arising with respect to ownership of the Certificates. Preservation of the exclusion of interest on the Certificates from federal gross income and state gross and taxable net income, however, depends upon compliance by the City with all requirements of the Internal Revenue Code of 1986, as amended, (the “Code”) that must be satisfied subsequent to the issuance of the Certificates in order that interest thereon be (or continue to be) excluded from federal gross income and state gross and taxable net income. The City will covenant to comply with requirements necessary under the Code to establish and maintain the Certificates as tax-exempt under Section 103 thereof, including without limitation, requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Certificates.

OTHER FEDERAL AND STATE TAX CONSIDERATIONS Property and Casualty Insurance Companies Property and casualty insurance companies are required to reduce the amount of their loss reserve deduction by 15% of the amount of tax-exempt interest received or accrued during the taxable year on certain obligations acquired after August 7, 1986, including interest on the Certificates. Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States are subject to a tax on income which is effectively connected with their conduct of any trade or business in the United States, including “net investment income.” Net investment income includes tax-exempt interest such as interest on the Certificates.

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Branch Profits Tax A foreign corporation is subject to a branch profits tax equal to 30% of the “dividend equivalent amount” for the taxable year. The “dividend equivalent amount” is the foreign corporation's “effectively connected earnings and profits” adjusted for increase or decrease in “U.S. net equity.” A branch's earnings and profits may include tax-exempt municipal bond interest, such as interest on the Certificates. Passive Investment Income of S Corporations Passive investment income, including interest on the Certificates, may be subject to federal income taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year if more than 25% of the gross receipts of such S corporation is passive investment income. Financial Institutions For federal income tax purposes, financial institutions are unable to deduct any portion of the interest expense allocable to the ownership of certain tax-exempt obligations acquired after August 7, 1986, including the Certificates. General The preceding is not a comprehensive list of all federal or State tax consequences which may arise from the receipt or accrual of interest on the Certificates. The receipt or accrual of interest on the Certificates may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items of income or deductions. All prospective purchasers of the Certificates are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Certificates. Bank-Qualified Tax-Exempt Obligations The City will designate the Certificates as “qualified tax-exempt obligations” for purposes of Section 265(b)(3), of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. In the event that the Certificates are issued as Taxable Certificates, this section, “Taxability of Interest,” shall apply to such Taxable Certificates.

TAXABILITY OF INTEREST The interest to be paid on the Taxable Certificates is includable in the income of the recipient for purposes of the United States and State of Minnesota income taxation.

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RATING An application for a rating of the Certificates has been made to Standard & Poor’s Ratings Services (“S&P”), 55 Water Street, New York, New York. If a rating is assigned, it will reflect only the opinion of S&P. Any explanation of the significance of the rating may be obtained only from S&P. There is no assurance that a rating, if assigned, will continue for any given period of time, or that such rating will not be revised or withdrawn if, in the judgment of S&P, circumstances so warrant. A revision or withdrawal of the rating may have an adverse effect on the market price of the Certificates.

FINANCIAL ADVISOR The City has retained Springsted Incorporated, Public Sector Advisors, of St. Paul, Minnesota, as financial advisor (the “Financial Advisor”) in connection with the issuance of the Certificates. In preparing the Official Statement, the Financial Advisor has relied upon governmental officials, and other sources, who have access to relevant data to provide accurate information for the Official Statement, and the Financial Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. The Financial Advisor is not a public accounting firm and has not been engaged by the City to compile, review, examine or audit any information in the Official Statement in accordance with accounting standards. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities and therefore will not participate in the underwriting of the Certificates.

CERTIFICATION The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Certificates. As of the date of the settlement of the Certificates, the Purchaser will be furnished with a certificate signed by the appropriate officers of the City. The certificate will state that as of the date of the Official Statement, the Official Statement did not and does not as of the date of the certificate contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

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CITY PROPERTY VALUES 2008 Indicated Market Value of Taxable Property: $8,211,692,765* * Indicated market value is calculated by dividing the City’s taxable market value of $7,604,027,500 by

the 2007 sales ratio of 92.6% for the City as determined by the State Department of Revenue. (2008 sales ratio is not yet available.)

2008 Taxable Net Tax Capacity: $86,714,708

Real Estate $87,562,327 Personal Property 764,369 2008 Net Tax Capacity $88,326,696 Less: Contribution to Fiscal Disparities (7,998,630) Captured Tax Increment Tax Capacity (178,490) Plus: Distribution from Fiscal Disparities 6,565,132 2008 Taxable Net Tax Capacity $86,714,708

2008 Taxable Net Tax Capacity by Class of Property

Residential Homestead $55,613,836 64.1% Commercial/Industrial and Public Utility* 19,728,764 22.7 Residential Non-Homestead 9,838,243 11.4 Agricultural 769,496 0.9 Personal Property 764,369 0.9 Total $86,714,708 100.0%

* Reflects adjustments for fiscal disparities and captured tax increment tax capacity. Trend of Values Indicated Taxable Taxable Net Market Value(a) Market Value Tax Capacity(b)

2008 $8,211,692,765 $7,604,027,500 $86,714,708 2007 7,983,937,041 7,393,125,700 84,031,127 2006 7,571,997,717 6,966,237,900 78,425,417 2005 7,022,453,206 6,242,960,900 69,087,773 2004 6,344,170,746 5,443,298,500 60,489,105

(a) Indicated market value is calculated by dividing the City’s taxable market value by the sales ratio

determined for the City each year by the State Department of Revenue. (b) See Appendix III for explanation of taxable net tax capacity and the Minnesota property tax system.

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Ten of the Largest Taxpayers in the City 2008 Net Taxpayer Type of Property Tax Capacity Woodbury Lakes Retail LLC Retail Shopping Center $1,763,084 Tamarack Village Retail Shopping Center 1,630,156 State Farm Mutual Office Complex 796,236 Woodbury Village Shop Corp. Retail Shopping Center 791,132 Xcel Energy Utilities 725,142 Grand Reserve Apartments Corp. Apartments 565,464 I&G St. Paul LLC Apartments 452,268 Hartford Life & Annuity Insurance Co. Insurance 406,138 Allina Health System Medical 314,168 Rivertown Trading Co. Commercial 304,338 Total $7,748,126* * Represents 8.9% of the City’s 2008 taxable net tax capacity.

CITY INDEBTEDNESS Legal Debt Margin*

Debt Limit (3% of Taxable Market Value) $228,120,825 Less: Outstanding Direct Debt Subject to Limitation (28,725,000)

Legal Debt Margin at June 30, 2009 $199,395,825

* The legal debt margin is referred to statutorily as the “Net Debt Limit” and permits debt to be offset by debt service funds and current revenues which are applicable to the payment of debt in the current fiscal year; however, to conservatively state the limit no such offset has been used to increase the legal debt margin as shown above.

General Obligation Debt Supported Solely by Taxes* Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 6-30-09 12-1-03 $5,335,000 Public Works Addition 2-1-2019 $ 3,850,000 10-1-04 3,725,000 Street Reconstruction 2-1-2020 2,940,000 8-1-05 3,575,000 Open Space Refunding 2-1-2019 3,090,000 2-1-06 9,000,000 Parks and Open Space 2-1-2027 8,400,000 12-1-07 3,780,000 Park Refunding 2-1-2015 3,315,000 5-1-09 5,455,000 Fire Stations, Public Safety Building 2-1-2020 5,455,000 9-1-09 1,675,000 Equipment Certificates (this Issue) 2-1-2019 1,675,000 Total $28,725,000 * These issues are subject to the statutory debt limit.

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General Obligation Debt Supported Primarily by Special Assessments Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 6-30-09 6-1-01 $13,049,400 TRLF Loan 8-20-2017 $ 6,224,114* 12-1-02 2,815,000 Local Improvements 2-1-2013 1,490,000 10-1-03 2,125,000 Local Improvements 2-1-2019 1,115,000 5-15-05 3,235,000 Local Improvements 2-1-2019 1,200,000 1-1-06 11,250,000 Local Improvements 2-1-2021 7,930,000 12-1-06 4,095,000 Local Improvements 2-1-2022 2,495,000 12-1-07 2,290,000 Local Improvements 2-1-2023 2,030,000 Total $22,484,114 * This loan is paid from tax abatement and special assessment revenues. General Obligation Debt Supported by Tax Increment* Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 6-30-09 5-1-02 $1,810,000 Tax Increment 3-1-2010 $ 70,000 5-1-09 1,450,000 Tax Increment Refunding 3-1-2022 1,450,000 Total $1,520,000 * The City expects to repay a portion of these issues from rental payments received pursuant to a lease

agreement with Independent School District No. 833 (South Washington County). General Obligation Debt Supported Primarily by Revenue Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 6-30-09 12-1-03 $1,255,000 Storm Sewer Revenue Refunding 2-1-2011 $ 435,000 8-1-05 1,545,000 Ice Arena Refunding 4-1-2019 1,315,000 Total $1,750,000 General Obligation Debt Supported by Municipal State Aid Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 6-30-09 6-1-01 $4,589,700 TRLF Loan 8-20-2015 $2,365,000

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Lease Obligations Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 6-30-09 8-15-05 $4,470,000 Golf Course Refunding 2-1-2026 $3,890,000 NOTE: This obligation is subject to annual appropriation by the City Council and the full faith and credit

and ad valorem taxing powers of the City are not pledged for payment. Annual Calendar-Year Debt Service Payments Including This Issue G.O. Debt Supported G.O. Debt Supported Primarily by Solely by Taxes Special Assessments Principal Principal Year Principal & Interest(a) Principal & Interest 2009 (at 6-30) (Paid) $ 428,204.39 $ 1,186,114 $ 1,587,266.60 2010 $ 2,105,000 3,166,468.35 4,108,000 4,824,838.51 2011 2,255,000 3,214,095.03 3,370,000 3,959,947.51 2012 2,385,000 3,266,416.28 1,941,000 2,431,257.51 2013 2,455,000 3,253,793.78 2,693,000 3,098,896.76 2014 2,535,000 3,245,892.53 1,610,000 1,937,770.76 2015 2,645,000 3,261,657.53 1,576,000 1,846,948.26 2016 2,100,000 2,628,843.78 1,339,000 1,554,020.01 2017 2,175,000 2,622,866.28 1,126,000 1,294,320.76 2018 2,270,000 2,631,601.28 925,000 1,051,322.51 2019 2,355,000 2,624,931.28 885,000 974,854.38 2020 1,380,000 1,578,006.28 720,000 776,762.50 2021 505,000 667,678.15 710,000 736,837.50 2022 530,000 671,331.27 195,000 202,971.25 2023 550,000 668,712.52 100,000 102,000.00 2024 575,000 669,806.27 2025 605,000 674,731.27 2026 635,000 677,984.39 2027 665,000 679,546.88 Total $28,725,000(b) $36,632,567.54 $22,484,114(c) $26,380,014.82 (a) Includes the Certificates at an assumed average annual interest rate of 2.90%. (b) 81.0% of this debt will be retired within ten years. (c) 88.4% of this debt will be retired within ten years.

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Annual Calendar-Year Debt Service Payments Including This Issue (continued) G.O. Debt Supported by G.O. Debt Supported Tax Increment Primarily by Revenue Principal Principal Year Principal & Interest Principal & Interest 2009 (at 6-30) (Paid) $ 33,851.25 (Paid) $ 30,860.63 2010 $ 70,000 123,013.75 $ 330,000 386,681.26 2011 95,000 132,375.00 350,000 396,035.01 2012 100,000 135,425.00 135,000 173,133.76 2013 110,000 143,325.00 135,000 168,476.25 2014 110,000 141,125.00 125,000 153,863.76 2015 110,000 138,787.50 125,000 149,301.26 2016 125,000 150,987.50 130,000 149,486.26 2017 130,000 152,637.50 135,000 149,317.51 2018 120,000 139,200.00 140,000 148,816.26 2019 135,000 150,525.00 145,000 147,990.63 2020 135,000 146,475.00 2021 140,000 147,175.00 2022 140,000 142,450.00 Total $1,520,000(a) $1,877,352.50 $1,750,000 $2,053,962.59 G.O. Debt Supported by Municipal State Aid Lease Obligations Principal Principal Year Principal & Interest Principal & Interest 2009 (at 6-30) $ 610,000 $ 641,809.25 (Paid) $ 86,252.51 2010 630,000 677,209.50 $ 160,000 329,585.02 2011 205,000 235,262.50 165,000 328,365.02 2012 215,000 239,748.00 170,000 326,665.02 2013 225,000 243,964.50 180,000 329,327.52 2014 235,000 247,912.00 185,000 326,343.14 2015 245,000 251,590.50 195,000 328,030.63 2016 205,000 329,152.50 2017 215,000 329,702.50 2018 225,000 329,802.50 2019 235,000 329,452.50 2020 245,000 328,652.50 2021 255,000 327,402.50 2022 265,000 325,702.50 2023 275,000 323,415.00 2024 290,000 325,420.00 2025 305,000 326,735.00 2026 320,000 327,360.00 Total $2,365,000 $2,537,496.25 $3,890,000(c) $5,657,366.36 (a) 72.7% of this debt will be retired in ten years. (b) 49.7% of this debt will be retired in ten years.

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Summary of Direct Debt Including This Issue Gross Less: Debt Net Debt Service Funds(a) Direct Debt G.O. Debt Supported Solely by Taxes $28,725,000 $ (652,440) $28,072,560 G.O. Debt Supported Primarily by Special Assessments 22,484,114 (4,660,531) 17,823,583 G.O. Debt Supported by Tax Increment 1,520,000 (17,866) 1,502,134 G.O. Debt Supported Primarily by Revenue 1,750,000 (b) 1,750,000 G.O. Debt Supported by Municipal State Aid 2,365,000 -0- 2,365,000 Lease Obligations 3,890,000 (c) 3,890,000 (a) Debt service funds as of June 30, 2009 and include money to pay both principal and interest. (b) Funds are transferred from the Enterprise Funds as needed to pay debt service. (c) Lease purchase obligations are subject to annual appropriation by the City. Indirect General Obligation Debt Debt Applicable to 2008 Taxable G.O. Debt Tax Capacity in City Taxing Unit Net Tax Capacity As of 6-30-09(a) Percent Amount Washington County $ 300,967,430 $117,060,000 28.8% $ 33,713,280 ISD No. 622 (No. St. Paul- Maplewood-Oakdale) 46,525,233 159,780,000 22.5 35,950,500 ISD No. 833 (South Washington County) 108,814,959 292,330,000 59.8 174,813,340 ISD No. 834 (Stillwater) 94,222,173 71,755,000 12.8 9,184,640 Metropolitan Council 3,646,549,630 17,625,000(b) 2.4 423,000 Metropolitan Transit District 3,094,244,409 167,225,000(c) 2.8 4,682,300 Total $258,767,060 (a) Excludes general obligation debt supported by revenues, revenue debt and tax and aid anticipation

certificates and includes lease obligations and certificates of participation. (b) Excludes general obligation debt supported by sanitary sewer revenues, 911 user fees and housing

rental payments. Includes certificates of participation. (c) Includes lease revenue bonds, subject to annual appropriation, issued by the Bloomington Port

Authority for constructing and equipping a transit station and parking ramp. Debt Ratios* G.O. Net G.O. Indirect & Direct Debt Net Direct Debt To 2008 Indicated Market Value ($8,211,692,765) 0.62% 3.78% Per Capita (59,048 - City’s 2008 Estimate) $869 $5,251 * Excludes general obligation debt supported by revenues and municipal state aid. Includes lease

obligations.

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CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates for a City Resident in Independent School District No. 833 2008/09 For 2004/05 2005/06 2006/07 2007/08 Total Debt Only Washington County 28.599% 26.968% 25.673% 25.936% 26.371% 2.973% City of Woodbury(a) 30.124 29.018 28.122 28.169 28.474 0.922 ISD No. 833 (South Washington Co.)(b) 29.182 27.460 31.101 29.841 30.708 20.242 Special Districts(c) 5.495 5.023 4.093 4.306 4.268 1.466 Total 93.400% 88.469% 88.989% 88.252% 89.821% 25.603% (a) The City also has a 2008/09 tax rate of 0.0.2249% spread on the market value of property in support of

debt service. (b) Independent School District No. 833 (South Washington County) also has a 2008/09 tax rate of

0.19232% spread on the market value of property in support of an excess operating levy. (c) Special districts include Metropolitan Council, Transit District, Regional Rail Authority, Metropolitan

Mosquito Control, South Washington Watershed District, the Washington County Housing and Redevelopment Authority, and the Woodbury Economic Development Authority.

NOTE: Property taxes are determined by multiplying the net tax capacity by the tax capacity rate, plus

multiplying the referendum market value by the market value rate. This table does not include the market value based rates. See Appendix III.

Tax Levies and Collections Collected During Collected and/or Abated Net Collection Year As of 12-31-08 Levy/Collect Levy* Amount Percent Amount Percent

2008/09 $25,673,758 (In Process of Collection) 2007/08 24,676,719 $24,035,891 97.4% $24,047,546 97.5% 2006/07 23,112,275 22,697,703 98.2 22,970,298 99.4 2005/06 20,420,504 20,113,749 98.5 20,372,379 99.8 2004/05 18,508,177 18,317,635 99.0 18,494,830 99.9 * The net levy excludes state aid for property tax relief and fiscal disparities, if applicable. The net levy is

the basis for computing tax capacity rates. See Appendix III.

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FUNDS ON HAND As of June 30, 2009

Fund Cash and Investments

General $ 2,778,897 Special Revenue 3,015,993 Debt Service Supported by: Tax Levies 652,440 GO Note - PFA 2,128,843 Special Assessments 2,531,688 Tax Increment 17,866 Capital Projects 55,903,739 Enterprise 12,017,662 Agency 20,110,173 EDA 942,353 HRA 1,361,639 Revolving Loan Fund 771,565 Total $102,232,858

CITY INVESTMENTS The City’s $102,232,858 investment holdings as of June 30, 2009 were made up of U.S. government agency securities (68%), negotiable certificates of deposit (23%), and mutual funds/demand deposits (9%). The City’s policy is to hold investments to maturity. Of the total portfolio, 20% will mature within one year, 30% will mature within one to three years, and 31% will mature within three to five years. The balance of 19% will mature in more than five years.

GENERAL INFORMATION CONCERNING THE CITY The City of Woodbury is an eastern suburb of the City of Saint Paul and is part of the seven- county Minneapolis/Saint Paul Metropolitan Area. The City’s area of 23,040 acres (36 square miles) is situated entirely within Washington County. The 2008 population is estimated by the City to be 59,048, a 27.1% increase over the 2000 U.S. Census figure of 46,463.

Population Trend

Population Percent Population Increase Increase

2008 59,048 12,585 27.1% 2000 46,463 26,388 131.4 1990 20,075 9,778 95.0 1980 10,297 4,113 66.5 1970 6,184 3,170 105.2 1960 3,014 -- --

Source: All figures except 2008 figures are the U.S. Census Bureau estimates. The 2008 figure is an

estimate from the City’s Community Development Department.

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Major transportation routes in and near the City provide access for commuters coming into the City, as well as for City residents going to primary employment centers outside of the City, such as the 3M Company in Maplewood, retail centers, offices and the State Capitol complex in Saint Paul. Interstate Highway I-94 forms the northern boundary of the City, with beltline Highways I-694 and I-494 intersecting with I-94 in the northwest corner of the City. Most of the City’s largest employers, listed below, are located in the northwest area near the major freeways. Major Employers Approximate Number Employer Product/Service of Employees Independent School District No. 833 (South Washington County) Public education 2,162 Woodwinds Health Campus Hospital and medical offices 857 The Hartford Insurance 800 Data Recognition Corporation Educational skills testing 500 Fidelity National Information Systems* Integrated payment systems 350 Assurant, Inc. Insurance 330 Woodbury Health Care Center Nursing home 280 City of Woodbury City government 269 Allina Medical Clinic Health care 225 EcoWater Systems Water conditioning 220 Long Term Care Group, Inc. Medical insurance 212 Dean Foods Dairy products 200 Harvey Vogel Manufacturing Co. Metal stamping 140 Home Depot Home improvement center 134 Medical Concepts Development Surgical appliances and supplies 123 New Life Academy Private K-12 education 110 * Formerly E-Funds. Source: Telephone survey of individual employers, July 2009. One of the largest employers of City residents is the 3M Company in Maplewood, which employs approximately 11,000 in the State of Minnesota. The complex is the world headquarters for 3M and includes administrative offices as well as research and manufacturing facilities. The 420-acre complex is located north of I-94 and approximately 10 miles from Woodbury. 3M also has a number of additional buildings in Woodbury. Labor Force Data June 2009 June 2008 Civilian Unemployment Civilian Unemployment Labor Force Rate Labor Force Rate Washington County 128,924 8.0% 129,481 4.9% Minneapolis/Saint Paul MSA 1,851,516 8.5 1,853,738 5.1 State of Minnesota 2,987,455 8.4 2,958,305 5.3 Source: Minnesota Department of Employment and Economic Development. 2009 data are preliminary.

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Commercial/Industrial Development There are currently three industrial parks in the City. The OPUS Corporation developed the 150-acre Wooddale Center Industrial Park. The final 20-acre tract in this park was recently developed as an 80,000 square-foot warehouse distribution facility for Llewellyn Worldwide. The 70-acre Carver Lake Office Industrial Park is also fully developed. The third industrial park area is the Woodbury Commerce Center, located in the southwest quadrant of I-94 and County Road 19. The last few properties in the Woodbury Commerce Center area have been approved for development. Crossroads Commerce Center has proposed six buildings for a total of 212,000 square feet, with five of these buildings already completed. Woodbury Commerce Center is also home to Target.Direct (formerly Rivertown Trading), a 300,000 square-foot mail-order catalog distribution center. Centerpoint Marketing (formerly Heritage Communications), a 172,800 square-foot manufacturing/warehouse facility, opened in 1996. They manufacture displays for businesses and also store them on site. CSM Corporation owns a 65,000 square-foot facility in this area that they lease to Qwest, and Data Recognition Corporation completed a 25,000 square- foot facility in 2002. Data Recognition Corporation specializes in the scoring of basic skills tests for multiple levels of educational institutions across the nation. They employ approximately 500 people on a seasonal/part-time basis. Two new multi-tenant office and warehouse facilities were completed in 2005 in the Woodbury Commerce Center. Commerce Business Park is a 37,000 square-foot multi-tenant building and Woodbury Business Center is a 58,000 square-foot multi-tenant building. Rivertown Commercial Commons, a 54,000 square-foot office/warehouse condominium, was constructed in 2005. Woodbury has two strategic areas that are guided for business park development. The completion of the Tamarack Interchange at I-494 and Tamarack Road gives great access to over 200 acres of prime development land. The area near the interchange is zoned for the Business Campus District and allows office, industrial and warehouse uses. The Tamarack Hills development is located in the northeast corner of Tamarack Road and Bielenberg Drive. The development includes twelve buildings with 158,500 square feet of office space, 61,200 square feet of retail space, and 11,900 square feet of warehouse space. Nine of the buildings in the development are complete. A second phase of the development (Tamarack Hills II) includes a five-story, 150-room Sheraton Hotel that opened in July 2008 and a 9,600 square-foot Ciao Bella restaurant that is currently under construction and is scheduled for completion in 2009. A 30,000 square-foot office building in the Tamarack Hills II development was completed in early 2009. The development includes future plans for an additional 70,000 square feet of retail development and an additional 70,000 square feet of office development. The Northeast Business Park contains approximately 580 acres of land near I-94 and State Highway 95. The property is also zoned to accommodate commercial and industrial development in accordance with the City's 2020 Comprehensive Plan, which identifies this quadrant as a major employment center. The City has recently completed an environmental review (Alternative Urban Area-wide Review) for this area, which will be used to determine the ultimate land uses for this area. The area is primarily controlled by one landowner/developer and is being marketed as Red Rock Territory, a large scale business park integrating sustainable principles throughout the development. A concept planned unit development was submitted for review in early 2009. State Farm Insurance Company built a 470,000 square-foot office complex in 1996. The complex was home to the State Farm regional headquarters and housed one of their national call centers; however, the company moved these operations to Lincoln, Nebraska in March 2006. The building is for sale, and is being actively marketed. In 2001, the Hartford Life Insurance Company acquired the Fortis building located at the intersection of I-94 and I-494, as well as portions of their business. They employ approximately 800 people in Woodbury. Assurant, Inc. (formerly Fortis), which has been in Woodbury since 1978, continues to maintain a strong presence in the City with approximately 330 employees. They have leased the 62,000 square-foot Gateway Corporate Center, which the Opus Corporation completed in the summer of 2000.

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Other recent office construction projects include the 140,000 square-foot Hudson Road Technology Center, which was built by Liberty Property Trust. Fidelity National Information Systems (formerly E-Funds) currently is the primary tenant, employing approximately 350 people. Long Term Care Group is another major tenant, employing approximately 212 employees. The 44,000 square-foot multi-tenant Currell Center, near Bielenberg Drive and Valley Creek Road, was built in 1998. Valley Crossing is a neighborhood retail and professional building project in the northeast corner of Valley Creek Road and County Road 19/Woodbury Drive. This 33,000 square-foot project was completed in 1998. LeClair Insurance built a new 12,000 square-foot office building on Upper Afton Road in 1998. The Woodhill Office Park has three office buildings totaling 27,750 square feet on Woodlane Drive. Another office-condo project is also under construction along Weir Drive and I-494, just south of Tamarack Road. This proposal will provide sixteen office-condo units totaling 45,000 square feet. Four of the buildings (8 units) have been completed. The City has two substantial office projects that recently completed construction. The first project is the City Center Professional Building at Radio Drive and Donegal Drive. MSP Commercial developed this 54,582 square-foot, three-story office building. The second project involves the Minnesota School of Business/Globe University, which constructed a new corporate headquarters and educational facility on Hudson Road, just west of Radio Drive. The campus development will ultimately include a three-story 68,581 square-foot corporate office and education facility as Phase 1 and includes future office phases totaling 52,255 square feet. The healthcare industry has a stronger presence in Woodbury with the completion of Health East’s Woodwinds Medical Campus. The complex consists of an 80,000 square-foot medical office building and an 180,000 square-foot, 86-bed hospital, which opened its doors in August 2000. The hospital completed an addition of eight beds to the facility in 2007. The 35,000 square-foot Woodbury Medical Arts building was completed in May 2002 and is located near the hospital at Lake Road and I-494. Kraus Anderson developed a mixed-use office complex in the same vicinity. The first phase includes a 47,000 square-foot medical office building and a 76-unit senior cooperative building. Given the medical nature of the development in the I-494/Lake Road area, the City created a Medical Campus District in 2008 in order to encourage the development of additional medically- related uses in this corridor. Frauenshuh Companies Development completed construction of a medical specialty center called CornerStone Medical Specialty Center at Lake Road and I-494. The facility is currently two stories and 55,493 square feet, but may add a third story, bringing the total size of the facility to 76,643 square feet. The CornerStone building is home to Metro Urology. Kraus Anderson is currently constructing a 38,700 square-foot medical office building (Woodlake Medical) at Lake Road and Woodwinds Drive, which will be home to Summit Orthopedics once it opens in 2009. Woodbury Village is a 176-acre master-planned commercial, retail and high-density residential project, with over 450,000 square feet of retail space completed. The project includes Target Greatland, Kohl's Department Store, Rainbow Foods, Walgreens, a Barnes and Noble bookstore, and a theatre complex. Peripheral development includes a TCF bank and a 350 seat Old Country Buffet restaurant. The Shoppes of Woodbury Village opened in 2001, with several specialty retail shops encompassing a total of 24,000 square feet. The Remada Company has built the Classic at the Preserve Apartments, which consists of six luxury apartment buildings, the final two of which are under constructions, with a total of 408 units. 282 of these units are completed and occupied. The area also includes a multi-screen theatre, which also serves as a park and ride lot for the Metropolitan Transit bus service to downtown Minneapolis. Tamarack Village is a 750,000 square-foot power center at the intersection of I-94 and County Road 13/Radio Drive. Primary tenants include Cub Foods, JC Penney, Joanne's Etc., Home Depot, PetsMart, Babies R Us, Bed Bath & Beyond, and Dick’s Sporting Goods. Peripheral development includes Champps, CVS Pharmacy, and Borders Books and Cafe.

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The Tamarack Business Campus is a mixed-use office and retail center near Tamarack Village. Development includes Health Partners clinic (32,100 square feet), Spalon Montage (a 12,600 square-foot day spa), Woodbury Dental Specialist (12,500 square feet), Knowledge Beginnings Daycare (13,400 square feet), Audio King (35,000 square feet), St. Paul Postal Credit Union (23,700 square feet), and an 11,000 square-foot multi-tenant office building. The business park was completed in 2001 with the addition of two new multi-tenant office buildings. The Radio Drive Professional Building is 27,000 square feet and the Seasons Office Building is 23,000 square feet. In total, this business park consists of over 170,000 square feet of office and retail space. The new 400,000 square-foot retail “lifestyle center” called Woodbury Lakes opened in September 2005 to large crowds. The shopping center features several in-line retail stores such as The Gap, Christopher & Banks, J. Jill, Archiver’s, Coldwater Creek, Ann Taylor Loft, Banana Republic, Talbot’s, Victoria’s Secret, Jos A. Bank, American Eagle, The Buckle, Express and Limited Too. Larger anchor tenants include Linen’s & Things, Michael’s, DSW, North American Bank and Ethan Allen Furniture. There are several sit-down restaurants in this development, including a Boston’s Restaurant and Melting Pot restaurant. A Trader Joe’s specialty grocery store opened in October 2007 as a free standing building in this development. The Woodbury Commons (formerly the Prime Outlet Mall) is located in the southeast quadrant of I-94 and County Road 19/Woodbury Drive. This shopping area includes a recently renovated 130,000 square-foot multi-tenant shopping center and a 164,000 square-foot Wal-Mart, which opened in September 2005. A 104-room Extended Stay America is located adjacent to the mall. To the east of Woodbury Commons, a 65,000 square-foot Gander Mountain was constructed along I-94. There are additional retail pads open for development to the south of Gander Mountain along Hudson Road. Goodwill Stores recently obtained approval to construct a 20,600 square-foot retail store in this location. Woodbury Marketplace is a shopping center located in the southwest quadrant of I-94 and Woodbury Drive. The center is anchored by a 142,071 square-foot Sam's Club with a gas station, which opened in August of 2002. It also includes several restaurants including Arby’s, Chili’s, Chipolte, and Caribou Coffee, a multi-tenant retail building, and M&I Bank. Sportsman’s Warehouse opened in mid 2006 and Staples opened in early 2009. The total size of the development is approximately 275,000 square feet. The City also received an application for another development in this area called Commerce Hill, which will include approximately 300,000 square feet of retail and office development, including a 190,000 square-foot Super Target. The project was approved in late 2008; however, a construction date has not been determined. The City Walk development is located in the southeast quadrant of Hudson Road and County Road 19/Woodbury Drive. It is a mixed-use development that, when completed, will include a combination of over 500 residential rental apartment units as well as approximately 200,000 square feet of office, retail and restaurant space. Primrose School recently completed an 11,000 square-foot daycare facility as part of this development. The project developer is LeCesse Development Corp. The plan incorporates new urbanism concepts such as pedestrian friendly streetscapes, interconnected trail systems to the overall park system, vertical mixed land uses, transit friendly features, and coordinated architectural designs. The first phases of the residential and commercial units have recently opened. In addition to these regional shopping centers, there are several community shopping centers in Woodbury. Valley Creek Mall is a 95,000 square-foot center with approximately 20 tenants. Woodlane Center is primarily a neighborhood service center of approximately 20,000 square feet. The Seasons Market is a 29,000 square-foot neighborhood shopping center. Woodgate Center is an 18,000 square-foot retail center and Royal Center is a 9,000 square-foot retail service center. The City has seen renovations to some of these older retail areas in recent years, including new facades, building additions, and parking lot upgrades.

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There are several newer retail centers developed by Wellington Management, like the City Centre Shoppes, which encompass approximately 50,000 square feet near the intersection of Valley Creek Road and Radio Drive. Reliance City Centre East includes a 15,000 square-foot Walgreens and a 10,000 square-foot Davanni's. Allina Health System constructed an 80,000 square-foot Woodbury Ambulatory Care Centre in the southeast quadrant of the Woodbury City Centre. Development in this quadrant also includes a 55,155 square-foot upscale grocery store, Kowalski's Market. Stonecrest (formerly SummerHouse of Woodbury) recently completed an addition to their senior housing facility, which now includes 59 assisted living units and 87 independent units. The City Centre area was completed in 2002 with the addition of Central Park and an 80,000 square-foot indoor park and library, which is a joint project of the City and Washington County. The Seasons Commons is a 20-acre mixed-use development, which includes office, restaurant and retail facilities. Development includes the Brickwell Community Bank (6,700 square feet), an Edina Realty office (8,000 square feet), Tires Plus, TGIFriday’s, Sunsets Restaurant, and Lifetime Fitness (73,000 square feet). The Signorelli Addition and Carver Lake Center are smaller convenience commercial centers that were built in 1996 and 1997, respectively. Eagle Valley Marketplace is a 73,000 square-foot shopping center, which hosts six neighborhood commercial buildings. A gas station/convenience store and CVS Pharmacy are located within the marketplace, along with five other retail buildings, including a bank. Commercial construction activity in 2008 was steady in Woodbury with 131 total commercial building permits issued for new construction, additions and alterations. This constituted 674,538 square feet of construction with an estimated value of $40,538,000. New commercial construction in 2008 included seven commercial building permits bringing 300,943 square feet of new construction with an estimated value of $26,335,000. The table below lists the new commercial/industrial projects approved with building permits issued January 1, 2008 through December 31, 2008.

Project Name Size (square feet) Value Tamarack Hills Building E2 30,000 $ 2,302,000 Ciao Bella 9,682 2,383,000 CVS Pharmacy (Tamarack Village) 14,985 1,200,000 Summit Orthopedics 38,716 4,300,000 Staples 24,800 1,650,000 Classic at the Preserve 91,380 7,250,000 Classic at the Preserve 91,380 7,250,000 Total

300,943

$26,335,000

In addition to the above noted commercial construction, Independent School District No. 833 (South Washington County) commenced construction of a brand new high school facility in Woodbury called East Ridge High School. The new high school will be the third high school in the district. The school will be 350,000 square feet and will also include athletic fields and a football stadium. It is set to open for classes in the fall of 2009. The facility is located next to the City’s Bielenberg Sports Center, which the City is proposing to expand by adding athletic fields. To efficiently utilize the site, the school district and the City jointly planned development of the project area, which will have a combined area of 320 acres of public space.

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Residential Development Woodbury’s proximity to major employment centers, easy access to the metropolitan freeway system, and large tracts of developable land have made the City an ideal location for quality residential development. For these reasons, Woodbury has been one of Minnesota’s fastest growing cities for the past several years. The City of Woodbury prides itself on its well-planned neighborhood communities. One example of this type of master-planned community is Wedgewood, a 1300-acre Minnesota Mutual Life Insurance Company development located north of the intersection of Bailey Road and Woodbury Drive. It was developed around Prestwick, an 18-hole championship golf course, beginning in 1986. There are over 1,100 home sites in the Wedgewood development. Approximately half of the land is developed and half of the land is open space, which includes the golf course, 17 miles of trails and 135 acres of park. Wedgewood offers executive housing with single-family homes starting at $400,000 and townhomes priced from $300,000. Eagle Valley, located south of Valley Creek Road and east of Woodbury Drive, is a mixed-use Planned Unit Development by Newland Communities and is comprised of 525 acres. Included in the development is an 18-hole municipal golf course on 226 acres called Eagle Valley. The Eagle Valley development was approved for 1,300 units with a mixture of residential densities. The single-family homes start at $350,000. The Villages at Eagle Valley is a Rottlund Homes townhome project comprised of 59 detached townhomes, starting in price from $200,000. Other townhome projects in this development include the Grand Reserve at Eagle Valley with 394 units and the Gables at Eagle Valley with 152 units. Residential growth in the City was strong in 2008, despite the slow down in the housing market. The City issued permits for 342 new housing units in 2008. This total includes 153 single-family building permits issued at a value of $55,335,000 and 43 multi-family building permits issued for 189 townhomes and apartment units at a value of $28,485,000. There are several master-planned communities being built in Woodbury at this time. Prices in these developments range from $200,000 to $350,000 for attached housing and $350,000 to $1,000,000 for single family detached homes. The following are the three largest developments: Stonemill Farms is being developed by Newland Communities. The development is comprised of 675 acres, which is being developed into 1,200 housing units to be built over nine phases. The development includes 980 single-family lots and 220 multiple-family lots. The project is generally located south of Valley Creek Road and north of Bailey Road between Cottage Grove Drive and Manning Avenue. A small area of the plan extends south of Bailey Road. There are two small neighborhood commercial nodes in the project, and the developer has reserved some land for a future affordable housing site. Dancing Waters is being developed by Laurent Development Company, LLC. The development will have 1,150 housing units on 459 acres to be built in six phases. Single-family lots and detached townhomes total 660 units and multi-family units total 488 units. In addition, there will be approximately 40 units of affordable housing. Dancing Waters is located north of Valley Creek Road and east of St. John's Drive. Bailey’s Arbor is being developed by Bancor Group and Arboretum Development, LLC. The property is the former Bailey Family Nursery site located in the northwest corner of Bailey Road and Cottage Grove Drive. The development consists of 219 single-family units and 626 multi-family units on 235 acres of land. Habitat for Humanity is planning to build 30 affordable units in this development.

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A summary of single-family developments currently in progress is shown in the following table:

Development Name

Number of Lots Approved

Number of Lots Built On

Ashwood 1 21 14 Bailey’s Arbor 2 37 24 Bailey’s Arbor 3 55 50 Bailey’s Arbor 4 26 19 Bailey’s Arbor 5 18 11 Cherry Hill Addition 1 15 10 Dancing Waters 1 166 117 Dancing Waters 3 10 4 Dancing Waters 4 131 92 Dancing Waters 6 114 33 Dancing Waters 7 21 21 Edgewater Addition 1 15 1 Fairway Meadows 3 42 40 Fairway Meadows 4 19 17 Fairway Meadows East 1 31 39 Garden Gate 1 97 97 Heritage Park 4 8 6 Heritage Park 5 17 3 Heritage Park 6 19 6 Highland Knoll 1 30 1 Lake Wilmes 3 3 1 Notting Hill 1 9 4 Pine Ridge 2 6 5 Stonemill Farms 1 176 169 Stonemill Farms 2 256 221 Stonemill Farms 3 84 60 Stonemill Farms 4 91 52 Stonemill Farms 5 153 28 Troje Addition 3 1 Turnberry 1 43 41 Turnberry 4 40 37 Turnberry 5 41 18 Wyncrest 1 37 2 Wyndham Ponds 1 121 94 Total 1,955 1,341

The City completed an update to its Comprehensive Plan in 2000, which puts in place a development and staging plan that will allow growth to continue at an average rate of approximately 600 new residential units per year. In accordance with the Comprehensive Plan, the first phase of urban development began in 2003. Development plans for this area show that approximately 3,100 new housing units were added to the City during this first phase between 2003 and 2008. Based on the projected growth rate, the Comprehensive Plan projects the City’s population to be 60,000 by the year 2010 and that the City will be almost fully developed with a population of 84,000 by the year 2030.

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The City is in the process of completing its 2030 Comprehensive Plan, which will guide residential and commercial growth in the City for the next twenty years. The new plan is consistent with the current plan in terms of growth management and phasing, but has an added focus on sustainability and healthy aging. The 2030 Comprehensive Plan is expected to be completed in 2009. Building Permits Issued by the City Type of Permit New Single New Family Homes Comm./Industrial All Others Total Number Value Number Value Number Value Number Value 2009 (6-30) 65 $ 22,332,000 3 $ 2,597,000 1,385 $ 29,466,556 1,453 $ 54,395,556 2008 153 55,335,000 7 12,210,000 4,370 93,794,170 4,530 161,339,170 2007 225 82,404,000 5 18,182,000 5,367 170,554,553 5,597 271,140,553 2006 340 129,247,000 29 61,480,000 4,277 129,641,439 3,462 252,900,633 2005 451 167,115,700 17 28,276,000 4,422 72,340,960 4,890 367,732,660 2004 508 163,725,000 25 45,891,000 4,571 173,115,378 5,104 382,731,378 2003 283 88,189,841 22 8,574,000 3,865 77,675,145 4,170 174,438,986 2002 162 41,490,000 10 19,732,000 3,211 36,746,150 3,383 97,968,150 2001 245 58,049,000 5 14,654,000 3,743 90,820,783 3,993 163,523,783 2000 437 99,747,450 12 11,474,845 3,316 100,712,059 3,765 211,934,354 Education Three independent school districts serve the City. The largest percentage of students attend Independent School District No. 833 (South Washington County); smaller percentages are in Independent School District No. 622 (North St. Paul-Maplewood-Oakdale) and Independent School District No. 834 (Stillwater). Independent School District No. 833 (South Washington County) had a 2008/09 enrollment of approximately 16,375, excluding 309 elementary students enrolled at Valley Crossing Community School, which is run by Northeast Metropolitan Intermediate School District No. 916. The physical plant of Independent School District No. 833 (South Washington County) includes 14 elementary schools, four junior high schools, and two senior high schools. District voters recently approved the construction of a third high school building, as well as improvements to the existing high schools and additions to two other schools.

GOVERNMENTAL ORGANIZATION AND SERVICES Woodbury has been a municipal corporation since 1860. Incorporated as a village in 1967, the City became a statutory city in 1974. The City’s governing body is the City Council, comprised of the Mayor and four Council members. The Mayor serves a four-year term of office; Council members are elected at large to serve overlapping four-year terms.

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The present Council is listed below. Expiration of Term William Hargis Mayor December 31, 2010 Mary Giuliani Stephens Council Member December 31, 2010 Julie Ohs Council Member December 31, 2010 Paul Rebholz Council Member December 31, 2012 Amy Scoggins Council Member December 31, 2012 The chief administrative officer of the City is the City Administrator, Mr. Clinton P. Gridley. Prior to his appointment as City Administrator, Mr. Gridley served as City Administrator for the City of Cedarburg, Wisconsin. Financial operations of the City are the responsibility of the Finance Director, Mr. Tim Johnson, who has served in the City since 2001. The Administrator and the Finance Director serve at the discretion of the Council. The City has 269 FTE employees serving in various departments. In addition, the City employs 100 to 200 seasonal employees at various times of the year in the Recreation Department. Police protection is provided to all parts of the City through a 65-member police force. The Woodbury Fire Department consists of nine full-time members and 75 paid on-call firefighters. The City has four fire stations and has a class 4 insurance rating. The Parks and Recreation Department is charged with maintaining the 40 City-owned parks and six recreation areas owned by Independent School District No. 833 (South Washington County). In 1971, the City commissioned a Park and Open Space Study to identify potential park sites; the City has followed that plan in site acquisitions. A Park Policy Plan, adopted in 1977, offers additional guidance and direction for recreation policies and goals. All new developments in the City are required to include a 10% dedication of land or an equivalent fee for park acquisition and development. Woodbury provides water, sanitary sewer and storm sewer service to most of its developed areas. Water is currently supplied from 17 wells. The water system has a storage capacity of 8.5 million gallons and a pumping capacity of approximately 13,850 gallons per minute. Average daily water demand is estimated to be 7.1 million gallons; peak demand is estimated to reach 23.0 million gallons per day. Effective January 1, 2007, the City increased water rates on the highest 20% of users who will see $1.00 surcharge increments dependent on total quarterly consumption. Irrigation rates were increased 33%. Both rate changes were implemented to encourage water consumption. There were no rate changes made for 2008 and 2009. Effective January 1, 2009, the City increased the sanitary sewer rates by 10% for operations and depreciation on sewer lines. Sewer rates were last raised in 2008. The storm water charge is $17.30 per quarter for single-family homes and $13.84 per quarter for townhomes and quad units. Although the City maintains its own sewer laterals, core facilities are owned by the Metropolitan Council. Wastewater treatment and disposal is the responsibility of Metropolitan Council Environmental Services (MCES). The City is billed for its usage of Metropolitan Council sewage facilities by the MCES.

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Employee Pensions All full-time and certain part-time employees of the City are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the Public Employees Retirement Fund (PERF) and the Public Employees Police and Fire Fund (PEPFF) which are cost-sharing multiple-employer retirement plans. PERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security and Basic members are not. All new members must participate in the Coordinated Plan. All police officers, fire fighters, and peace officers who qualify for membership by statute are covered by the PEPFF. The City’s contributions to PERF for the fiscal years ended December 31, 2008, 2007, and 2006 were $597,798, $531,174, and $473,326, respectively. The City’s contributions to PEPFF for the years ended December 31, 2008, 2007, and 2006 were $736,171, $606,740, and $485,677, respectively. The City is a non-employer contributor to the Woodbury Firemen’s Relief Benefit Association, which is the administrator of a single-employer public employee retirement system (PERS) established to provide benefits for members of the Woodbury Fire Department. The Woodbury Fire Fighters Relief Benefit Association funding policy provides for contributions from the City of Woodbury in amounts sufficient to accumulate assets to pay benefits when due. Contributions from the City may consist of State Aid and property tax revenue. The unfunded liability (if any) is amortized over a period of ten years. Contributions from the State of Minnesota totaling $258,251 were made in accordance with actuarially determined State Statute requirements for the year ended December 31, 2008. Other Post-Employment Benefits The Governmental Accounting Standards Board (GASB) has issued Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions (GASB 45), which addresses how state and local governments must account for and report their obligations related to post-employment healthcare and other non-pension benefits (referred to as Other Post Employment Benefits or “OPEB”). GASB 45 requires that local governments account for and report the annual cost of OPEB and the outstanding obligations and commitments related to OPEB in essentially the same manner as they currently do for pensions. The City provides health insurance for retired City employees who meet PERA eligibility requirements. Eligible employees pay 100% of the premium cost to the City. As of December 31, 2008, the City has nine participants. The retiree benefits discussed above are the City’s only OPEB. The City must report an annual OPEB cost based on actuarially determined amounts that, if paid on an ongoing basis, will provide sufficient resources to pay these benefits as they come due. The City may establish its OPEB liability at zero as of the beginning of the initial year of implementation; however, the unfunded actuarial liability is required to be amortized over future periods. The City hired an actuary to determine the projected yearly costs of the implicit rate subsidy to the participants enrolled in the City’s health insurance program. The implicit rate subsidy is the additional cost of health insurance to current employees and the City as a result of the higher cost of providing health insurance to retirees. The City’s annual required contribution for 2008 is estimated to be $254,466. The annual contribution made by the City for 2008 was $42,836 (16%) of the annual OPEB contribution, leaving a net OPEB obligation of $211,630 as of December 31, 2008.

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Current General Fund Budget

Amended Actual Actual Budget Budget 2007 2008 2009 2009

Revenues: Taxes $15,926,423 $16,831,616 $18,424,446 $17,931,755 Licenses and Permits 3,771,611 2,533,903 2,390,117 2,091,861 Intergovernmental 694,256 671,163 676,816 1,118,692 Charges for Services 1,398,188 1,464,584 1,514,918 1,514,918 Fines and Forfeits 361,991 375,387 389,000 389,000 Investment Income 1,131,087 850,795 605,000 330,000 Miscellaneous revenue 1,018,180 1,348,229 1,119,161 1,119,161 Transfers In 1,092,366 832,531 795,767 813,267

Total Revenues $25,394,102 $24,908,208 $25,915,225 $25,308,654

Expenditures: Mayor and Council $ 282,103 $ 251,016 $ 268,705 $ 278,705 General Government 2,670,918 2,828,254 2,891,385 2,850,800 Community Development 1,847,177 1,913,597 2,073,202 1,908,857 Public Safety 8,423,763 9,041,531 10,021,487 9,515,119 Public Works 4,879,895 5,380,496 5,599,289 5,487,666 Parks and Recreation 4,645,445 5,054,393 5,296,157 5,267,507 Personnel Savings due to Vacancies - 0 - - 0 - (235,000) - 0 - Use of Fund Balance for Prior Year Projects - 0 - - 0 - - 0 - 161,560 Transfer Out – Capital Improvement Fund 2,436,784 - 0 - - 0 - - 0 - Transfers Out - Other - 0 - 29,026 - 0 - - 0 -

Total Expenditures $25,186,085 $24,498,313 $25,915,225 $25,470,214 Net Change in Fund Balance $ 208,017 $ 409,895 $ -0- $ (161,560) Beginning Fund Balance 9,535,348 9,743,365 10,153,260 10,153,260 Ending Fund Balance $ 9,743,365 $10,153,260 $10,153,260 $ 9,991,700

APPENDIX I

I-1

PROPOSED FORM OF LEGAL OPINION

$1,675,000

GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2009C

CITY OF WOODBURY WASHINGTON COUNTY

MINNESOTA

We have acted as bond counsel in connection with the issuance by the City of Woodbury, Washington County, Minnesota (the "Issuer"), of its $1,675,000 General Obligation Equipment Certificates of Indebtedness, Series 2009C, bearing a date of original issue of September 1, 2009 (the "Certificates"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion.

We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Certificates and we express no opinion relating thereto.

As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.

Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our opinion that:

(1) The proceedings show lawful authority for the issuance of the Certificates according to their terms under the Constitution and laws of the State of Minnesota now in force.

(2) The Certificates are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Certificates and the pledge of taxes for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the constitutional powers of the United States of America and to bankruptcy,

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insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted.

(3) At the time of the issuance and delivery of the Certificates to the original purchaser, the interest on the Certificates is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and taxable net income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; and is not taken into account in determining adjusted current earnings for the purpose of computing the federal alternative Minnesota tax imposed on corporations. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Certificates in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Certificates in gross income and taxable net income retroactive to the date of issuance of the Certificates.

We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Certificates or arising with respect to ownership of the Certificates.

Dated at Saint Paul, Minnesota, this _____ day of September, 2009.

Professional Association

I-3

$1,675,000 TAXABLE GENERAL OBLIGATION EQUIPMENT

CERTIFICATES OF INDEBTEDNESS, SERIES 2009C (BUILD AMERICA BONDS)

CITY OF WOODBURY WASHINGTON COUNTY

MINNESOTA

We have acted as bond counsel in connection with the issuance by the City of Woodbury, Washington County, Minnesota (the "Issuer"), of its $1,675,000 Taxable General Obligation Equipment Certificates of Indebtedness, Series 2009C (Build America Bonds), bearing a date of original issue of September 1, 2009 (the "Certificates"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion.

We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Certificates, and we express no opinion relating thereto.

As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.

Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our opinion that:

(1) The proceedings show lawful authority for the issuance of the Certificates according to their terms under the Constitution and laws of the State of Minnesota now in force.

(2) The Certificates are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Certificates and the pledge of taxes for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted.

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(3) The Certificates bear interest which is intended to be included in gross income for United States income tax purposes and to be included in both gross income and taxable net income for State of Minnesota income tax purposes.

We express no opinion regarding state or federal tax consequences caused by the receipt or accrual of interest on the Certificates or arising with respect to ownership of the Certificates.

Dated at Saint Paul, Minnesota, this ____ day of September, 2009.

Professional Association

APPENDIX II

II-1

CONTINUING DISCLOSURE UNDERTAKING

This Continuing Disclosure Undertaking (the "Disclosure Undertaking") is executed and delivered by the City of Woodbury, Minnesota (the "Issuer"), in connection with the issuance of $1,675,000 General Obligation Equipment Certificates of Indebtedness, Series 2009C (the "Certificates"). The Certificates are being issued pursuant to a Resolution adopted August 12, 2009 (the "Resolution"). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12(b)(5).

SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking.

"Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards promulgated by the Government Accounting Standards Board.

"Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as information dissemination agent and which has filed with the Issuer a written acceptance of such designation.

"Fiscal Year" shall be the fiscal year of the Issuer.

"Governing Body" shall, with respect to the Certificates, have the meaning given that term in Minnesota Statutes, Section 475.51, Subdivision 9.

"MSRB" shall mean the Municipal Securities Rulemaking Board.

"Occurrence(s)" shall mean any of the events listed in Section 5.A. of this Disclosure Undertaking.

"Official Statement" shall be the Official Statement dated July 30, 2009, prepared in connection with the Certificates.

"Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Certificates.

"Participating Underwriter" shall mean any of the original underwriters of the Certificates required to comply with the Rule in connection with offering of the Certificates.

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"Resolution" shall mean the resolution or resolutions adopted by the Governing Body of the Issuer providing for, and authorizing the issuance of, the Certificates.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission.

SECTION 3. Provision of Annual Reports.

A. Beginning in connection with the Fiscal Year ending on December 31, 2009, the Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not later than December 31, 2010, and by December 31 of each year thereafter, provide to the MSRB by filing at www.emma.msrb.org, together with such identifying information as prescribed by the MSRB, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Undertaking.

B. If the Issuer is unable to provide to the MSRB an Annual Report by the date required in subsection A, the Issuer shall send a notice of such delay and estimated date of delivery to the MSRB.

SECTION 4. Content and Format of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the financial information and operating data pertaining to the Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to the MSRB as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Disclosure Undertaking.

The following financial information and operating data shall be supplied:

A. An update of the type of information contained in the Official Statement under the caption CITY PROPERTY VALUES; CITY INDEBTEDNESS; and CITY TAX RATES, LEVIES AND COLLECTIONS.

B. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer may be submitted to the MSRB separately from the balance of the Annual Report. In the event Audited Financial Statements of the Issuer are not available on or before the date for filing the Annual Report with the MSRB as set forth in Section 3.A. above, unaudited financial statements shall be provided as part of the Annual Report. The accounting principles pursuant to which the financial statements will be prepared will be pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, as such principles are modified by the governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time. If Audited Financial Statements are not provided because they are not available on or before the date for filing the Annual Report, the Issuer shall promptly provide them to the MSRB when available.

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SECTION 5. Reporting of Significant Events.

A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Certificates, if material:

(1) principal and interest payment delinquency; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial

difficulties; (4) unscheduled draws on credit enhancements reflecting financial

difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the

security; (7) modifications to rights of security holders; (8) bond calls; (9) defeasances; (10) release, substitution or sale of property securing repayment of the

Certificates; and (11) rating changes.

B. Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute material information for Owners of Certificates. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with the MSRB, by filing at www.emma.msrb.org, together with such identifying information as prescribed by the MSRB.

C. The Issuer agrees to provide or cause to be provided, in a timely manner, to the MSRB notice of a failure by the Issuer to provide the Annual Reports described in Section 4.

SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Certificates.

SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of

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counsel expert in federal securities laws to the effect that such amendment or waiver would not materially impair the interests of Owners.

SECTION 9. Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence.

SECTION 10. Default. In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations to provide information under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance.

SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Certificates, and shall create no rights in any other person or entity.

SECTION 12. Reserved Rights. The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer determines that such modification is required by the Rule or by a court of competent jurisdiction.

Date: ________________, 2009 CITY OF WOODBURY, MINNESOTA

By ____________________________________ Its ____________________________________

By ____________________________________ Its ____________________________________

APPENDIX III

III-1

SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION

(effective through levy year 2008/payable year 2009) Following is a summary of certain statutory provisions effective through levy year 2008/payable year 2009 relative to tax levy procedures, tax payment and credit procedures, and the mechanics of real property valuation. The summary does not purport to be inclusive of all such provisions or of the specific provisions discussed, and is qualified by reference to the complete text of applicable statutes, rules and regulations of the State of Minnesota. Property Valuations (Chapter 273, Minnesota Statutes) Assessor's Estimated Market Value. Each parcel of real property subject to taxation must, by statute, be appraised at least once every five years as of January 2 of the year of appraisal. With certain exceptions, all property is valued at its market value, which is the value the assessor determines to be the price the property to be fairly worth, and which is referred to as the "Estimated Market Value." Limitation of Market Value Increases. Minn. Stat., Sec. 273.11, Subdivision 1a, was amended in 2005. For assessment years 2005 and 2006, the amount of the increase shall not exceed the greater of (1) 15% of the value in the preceding assessment, or (2) 25% of the difference between the current assessment and the preceding assessment. For assessment year 2007, the amount of the increase shall not exceed the greater of (1) 15% of the value in the preceding assessment, or (2) 33% of the difference between the current assessment and the preceding assessment. For assessment year 2008, the amount of increase shall not exceed the greater of (1) 15% of the value in the preceding assessment or (2) 50% of the difference between the current assessment and the preceding assessment. Taxable Market Value. The Taxable Market Value is the value that property taxes are based on, after all reductions, limitations, exemptions and deferrals. It is also the value used to calculate a municipality’s legal debt limit. Indicated Market Value. The Indicated Market Value is determined by dividing the Taxable Market Value of a given year by the same year's sales ratio determined by the State Department of Revenue. The Indicated Market Value serves to eliminate disparities between individual assessors and equalize property values statewide. Net Tax Capacity. The Net Tax Capacity is the value upon which net taxes are levied, extended and collected. The Net Tax Capacity is computed by applying the class rate percentages specific to each type of property classification against the Taxable Market Value. Class rate percentages vary depending on the type of property as shown on the last page of this Appendix. The formulas and class rates for converting Taxable Market Value to Net Tax Capacity represent a basic element of the State's property tax relief system and are subject to annual revisions by the State Legislature. Property taxes are determined by multiplying the Net Tax Capacity by the tax capacity rate, plus multiplying the referendum market value by the market value rate.

III-2

Property Tax Payments and Delinquencies (Chapters 275, 276, 277, 279-282 and 549, Minnesota Statutes) Ad valorem property taxes levied by local governments in Minnesota are extended and collected by the various counties within the State. Each taxing jurisdiction is required to certify the annual tax levy to the county auditor within five (5) working days after December 20 of the year preceding the collection year. A listing of property taxes due is prepared by the county auditor and turned over to the county treasurer on or before the first business day in March. The county treasurer is responsible for collecting all property taxes within the county. Real estate and personal property tax statements are mailed out by March 31. One-half (1/2) of the taxes on real property is due on or before May 15. The remainder is due on or before October 15. Real property taxes not paid by their due date are assessed a penalty that, depending on the type of property, increases from 2% to 4% on the day after the due date. In the case of the first installment of real property taxes due May 15, the penalty increases to 4% or 8% on June 1. Thereafter, an additional 1% penalty shall accrue each month through October 1 of the collection year for unpaid real property taxes. In the case of the second installment of real property taxes due October 15, the penalty increases to 6% or 8% on November 1 and increases again to 8% or 12% on December 1. Personal property taxes remaining unpaid on May 16 are deemed to be delinquent and a penalty of 8% attaches to the unpaid tax. However, personal property that is owned by a tax-exempt entity, but is treated as taxable by virtue of a lease agreement, is subject to the same delinquent property tax penalties as real property. On the first business day of January of the year following collection all delinquencies are subject to an additional 2% penalty, and those delinquencies outstanding as of February 15 are filed for a tax lien judgment with the district court. By March 20 the county auditor files a publication of legal action and a mailing of notice of action to delinquent parties. Those property interests not responding to this notice have judgment entered for the amount of the delinquency and associated penalties. The amount of the judgment is subject to a variable interest determined annually by the Department of Revenue, and equal to the adjusted prime rate charged by banks but in no event is the rate less than 10% or more than 14%. Property owners subject to a tax lien judgment generally have five years (5) in the case of all property located outside of cities or in the case of residential homestead, agricultural homestead and seasonal residential recreational property located within cities or three (3) years with respect to other types of property to redeem the property. After expiration of the redemption period, unredeemed properties are declared tax forfeit with title held in trust by the State of Minnesota for the respective taxing districts. The county auditor, or equivalent thereof, then sells those properties not claimed for a public purpose at auction. The net proceeds of the sale are first dedicated to the satisfaction of outstanding special assessments on the parcel, with any remaining balance in most cases being divided on the following basis: county - 40%; town or city - 20%; and school district - 40%. Property Tax Credits (Chapter 273, Minnesota Statutes) In addition to adjusting the taxable value for various property types, primary elements of Minnesota's property tax relief system are: property tax levy reduction aids; the circuit breaker credit, which relates property taxes to income and provides relief on a sliding income scale; and targeted tax relief, which is aimed primarily at easing the effect of significant tax increases. The circuit breaker credit and targeted credits are reimbursed to the taxpayer upon application by the taxpayer. Property tax levy reduction aid includes educational aids, local governmental aid, equalization aid, county program aid and disparity reduction aid.

III-3

Levy Limitations for Counties and Cities (Chapter 275) The 2008 Legislature enacted provisions to establish levy limitations for taxes levied for collection in 2009, 2010, and 2011. Basically, levy increases for cities over 2,500 population and for counties are limited to its levy aid base or levy limit base for collection in the prior year, (1) plus the lesser of 3.9 percent or the percentage growth in the implicit price deflator, (2) plus an adjustment for population increases and (3) plus increases in taxable market value due to new construction of certain class 3 property (commercial/industrial). Certain property tax levies are authorized outside of the new overall levy limitations ("special levies"). Special levies can be made outside of levy limits for multiple purposes including, but not limited to, bonded indebtedness, certificates of indebtedness, tax or aid anticipation certificates of indebtedness, and to provide for the bonded indebtedness portion of payments made to another political subdivision of the State of Minnesota. In order to receive approval for any special levy claims outside of the overall levy limitation, requests for such special levies must be submitted to the Commissioner of Revenue by the date specified in the year in which the levy is to be made for collection in the following year. The Commissioner of Revenue has the authority to approve, reduce, or deny a special levy request. Final adjustments to all levies must be made by the Department of Revenue on or before December 10. (275.74) Debt Limitations All Minnesota municipalities (counties, cities, towns and school districts) are subject to statutory "net debt" limitations under the provisions of Minnesota Statutes, Section 475.53. Net debt is defined as the amount remaining after deducting from gross debt the amount of current revenues that are applicable within the current fiscal year to the payment of any debt and the aggregate of the principal of the following:

1. Obligations issued for improvements that are payable wholly or partially from the proceeds of special assessments levied upon benefited property.

2. Warrants or orders having no definite or fixed maturity. 3. Obligations payable wholly from the income from revenue producing conveniences. 4. Obligations issued to create or maintain a permanent improvement revolving fund. 5. Obligations issued for the acquisition and betterment of public waterworks systems,

and public lighting, heating or power systems, and any combination thereof, or for any other public convenience from which revenue is or may be derived.

6. Certain debt service loans and capital loans made to school districts. 7. Certain obligations to repay loans. 8. Obligations specifically excluded under the provisions of law authorizing their

issuance. 9. Certain obligations to pay pension fund liabilities. 10. Debt service funds for the payment of principal and interest on obligations other than

those described above. 11. Obligations issued to pay judgments against the municipality.

III-4

Levies for General Obligation Debt (Sections 475.61 and 475.74, Minnesota Statutes) Any municipality that issues general obligation debt must, at the time of issuance, certify levies to the county auditor of the county(ies) within which the municipality is situated. Such levies shall be in an amount that if collected in full will, together with estimates of other revenues pledged for payment of the obligations, produce at least five percent in excess of the amount needed to pay principal and interest when due. Notwithstanding any other limitations upon the ability of a taxing unit to levy taxes, its ability to levy taxes for a deficiency in prior levies for payment of general obligation indebtedness is without limitation as to rate or amount. Metropolitan Revenue Distribution (Chapter 473F, Minnesota Statutes) "Fiscal Disparities Law" The Charles R. Weaver Metropolitan Revenue Distribution Act, more commonly known as "Fiscal Disparities," was first implemented for taxes payable in 1975. Forty percent of the increase in commercial-industrial (including public utility and railroad) net tax capacity valuation since 1971 in each assessment district in the Minneapolis/St. Paul seven-county metropolitan area (Anoka, Carver, Dakota, excluding the City of Northfield, Hennepin, Ramsey, Scott, excluding the City of New Prague, and Washington Counties) is contributed to an area-wide tax base. A distribution index, based on the factors of population and real property market value per capita, is employed in determining what proportion of the net tax capacity value in the area- wide tax base shall be distributed back to each assessment district.

(The Balance of This Page Has Been Intentionally Left Blank)

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STATUTORY FORMULAE: CONVERSION OF TAXABLE MARKET VALUE (TMV) TO NET TAX CAPACITY FOR MAJOR PROPERTY CLASSIFICATIONS

Local Tax Payable

Local Tax Payable

Local Tax Payable

Local Tax Payable

Local Tax Payable

Property Type 2005 2006 2007 2008 2009

Residential Homestead (1a)

Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25%

Residential Non-homestead

Single Unit Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25% 1-3 unit and undeveloped land (4b1) 1.25% 1.25% 1.25% 1.25% 1.25%

Market Rate Apartments

Regular (4b1) 1.25% 1.25% 1.25% 1.25% 1.25% Low-Income (4d) --1 0.75%1 0.75%1 0.75%1 0.75%1

Commercial/Industrial/Public Utility (3a)

Up to $150,000 1.50% 1.50% 1.50% 1.50%2 1.50%2 Over $150,000 2.00% 2.00% 2.00% 2.00%2 2.00%2 Electric Generation Machinery 2.00% 2.00% 2.00% 2.00% 2.00%

Commercial Seasonal Residential

Homestead Resorts (1c) Up to $600,0004 1.00% 1.00% 0.55% 0.55% 0.50% $600,000 - $2,300,0004 1.25% 1.25% 1.00% 1.00% 1.00% Over $2,300,0004 1.25% 1.25% 1.25% 1.25%2 1.25%2 Seasonal Resorts (4c) Up to $500,000 1.00% 1.00% 1.00% 1.00%2 1.00%2 Over $500,000 1.25% 1.25% 1.25% 1.25%2 1.25%2

Seasonal Recreational Residential (4c1)

Up to $500,000 1.00%2 1.00%2 1.00%2 1.00%2 3 1.00%2 3 Over $500,000 1.25%2 1.25%2 1.25%2 1.25%2 3 1.25%2 3

Disabled Homestead (1b) Up to $50,0004 0.45% 0.45% 0.45% 0.45% 0.45% $50,000 to $500,0004 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25%

Agricultural Land & Buildings

Homestead (2a) Up to $500,000 1.00%2 1.00%2 1.00%2 1.00% 1.00% Over $500,000 1.00%2 1.00%2 1.00%2 1.25% 1.25% Remainder of Farm Up to $890,0004 0.55%2 0.55%2 0.55%2 0.55%3 0.50%3 Over $890,0004 1.00%2 1.00%2 1.00%2 1.00%3 1.00%3 Non-homestead (2b) 1.00%2 1.00%2 1.00%2 1.00%3 1.00%3

1 Classification abolished for pay 2005, and re-established at a rate of 0.75% in pay 2006 and thereafter. 2 Subject to the State General Property Tax. 3 Exempt from referendum market value tax. 4 2008 legislative increases.

APPENDIX IV

IV-1

EXCERPT OF 2008 ANNUAL FINANCIAL STATEMENTS The City is audited annually by an independent certified public accounting firm. Data on the following pages was extracted from the City’s comprehensive annual financial report (CAFR) for the fiscal year ended December 31, 2008. The reader should be aware that the complete financial statements may contain additional information which may interpret, explain or modify the data presented here. The City has been awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada (GFOA) for its comprehensive annual financial report for the years ended December 31, 1994 through December 31, 1998 and December 31, 2001 through December 31, 2007. The Certificate of Achievement is the highest form of recognition for excellence in state and local government financial reporting. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report, whose contents conform to program standards. Such CAFR must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. The City believes its CAFR continues to conform to the Certificate of Achievement program requirements and has submitted its CAFR for the 2008 fiscal year to GFOA.

PROPOSAL (TAX-EXEMPT CERTIFICATES) SALE DATE: August 12, 2009 TO: Mr. Clinton P. Gridley, Administrator

City of Woodbury, Minnesota c/o Springsted Incorporated 380 Jackson Street, Suite 300 St. Paul, MN 55101-2887 Phone: (651) 223-3000 Fax: (651) 223-3046

RE: $1,675,000* General Obligation Equipment Certificates of Indebtedness, Series 2009C For the Certificates of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $______________________ (Note: This amount may not be less than $1,654,900) and accrued interest to the date of delivery.

% 2011 % 2012 % 2013

% 2014 % 2015 % 2016

% 2017 % 2018 % 2019

Designation of Term Maturities

Years of Term Maturities * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of

the Certificates offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Certificates is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Certificates is increased or reduced.

________________________________________________________________________________ In making this offer we accept all of the terms and conditions of the Terms of Proposal published in the Official Statement dated July 30, 2009. In the event of failure to deliver these Certificates in accordance with the Terms of Proposal as printed in the Official Statement and made a part hereof, we reserve the right to withdraw our offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission. Subject to any applicable exemption in the Rule, this offer to purchase/bid is subject to the City’s covenant and agreement to take all steps necessary to assist us in complying with SEC Rule 15c2-12, as amended. Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have made the following computations: NET INTEREST COST: $____________________________ TRUE INTEREST RATE: ______________ % Account Members

_______________________

Account Manager By:

Phone:

................................................................................................................................................................. The foregoing offer is hereby accepted by the City on the date of the offer by its following officers duly authorized and empowered to make such acceptance. Administrator Mayor

_____ SURE-BID _____ Wire Transfer ____ Good Faith Check Submitted

PROPOSAL (TAXABLE CERTIFICATES) SALE DATE: August 12, 2009 TO: Mr. Clinton P. Gridley, Administrator

City of Woodbury, Minnesota c/o Springsted Incorporated 380 Jackson Street, Suite 300 St. Paul, MN 55101-2887 Phone: (651) 223-3000 Fax: (651) 223-3046

RE: $1,675,000* General Obligation Equipment Certificates of Indebtedness, Series 2009C For the Certificates of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $______________________ (Note: This amount may not be less than $1,654,900) and accrued interest to the date of delivery.

Year

Interest Rate (%)

Price (% of Par)

Maximum Permitted Reoffering

Price

Year

Interest Rate (%)

Price (% of Par)

Maximum Permitted Reoffering

Price

2011 % % 100.25% 2016 % % 101.50% 2012 % % 100.50% 2017 % % 101.75% 2013 % % 100.75% 2018 % % 101.75% 2014 % % 101.00% 2019 % % 101.75% 2015 % % 101.25%

Designation of Term Maturities Years of Term Maturities * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of

the Certificates offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Certificates is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Certificates is increased or reduced.

________________________________________________________________________________ In making this offer we accept all of the terms and conditions of the Terms of Proposal published in the Official Statement dated July 30, 2009. In the event of failure to deliver these Certificates in accordance with the Terms of Proposal as printed in the Official Statement and made a part hereof, we reserve the right to withdraw our offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission. Subject to any applicable exemption in the Rule, this offer to purchase/bid is subject to the City’s covenant and agreement to take all steps necessary to assist us in complying with SEC Rule 15c2-12, as amended. Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have made the following computations: NET INTEREST COST: $____________________________ TRUE INTEREST RATE: ______________ % Account Members

_______________________

Account Manager By:

Phone:

................................................................................................................................................................................... The foregoing offer is hereby accepted by the City on the date of the offer by its following officers duly authorized and empowered to make such acceptance. Administrator Mayor

_____ SURE-BID _____ Wire Transfer ____ Good Faith Check Submitted