Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Item 08
_- i Date November 7, 2011 — item RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,385,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2011A Proposed Action Staff recommends adoption of the following motion: Move to approve the Resolution Authorizing Issuance, Awarding Sale, Prescribing the Form and Details and Providing for the Pavment of $2.385 million of G.O. Improvement Bonds Series 2011 A. Approval of the Resolution will result in the financing of Improvement Project 11 -02 which is the reconstruction of streets. Overview The City Council, at its May 16, 2011 meeting approved the special assessments for 40% of the 2011 street reconstruction costs. The special assessments are levied over a 20 years period at 4% interest. Contracts for the improvements were approved by the City Council at the June 6, 2011 meeting. The remaining 60% of improvement costs are financed with property tax levies. The various tax levy options were discussed by the City Council at the August 8, 2011 work session. It was the consensus of Council to amortize the taxes over a 10 year period. The 2011 improvement Bond was to be structured with a 9 year amortization with an estimated $320,000 tax levy in 2012 and an estimated $150,000 per year tax levy in subsequent years. Actual tax levies will be based on bids received on November 7. Interest rates and final tax levy are subject to market conditions at the time of the bid opening. The bid opening is at 11:00 a.m. on Monday November 7; results of the bid opening and recommendations will be presented to the City Council at its regular meeting that same night. Primary Issues to Consider • Call provisions. Bonds maturing 2/1/2022 and thereafter are callable 2/1/2021 or thereafter • Bond rating. Moody's Investor Service has assigned a Aa1 rating for this issue. • Springsted Recommendations for Issuance of Bonds • Moody's Investor Service rating e is effer Dennis Feller, Finance Director Financial Impact: See attached budgeted: Yes Source: Taxes and Special Assessments Related Documents (CIP, ERP, etc.): Notes: CITY OF LAKEVILLE RESOLUTION Date November 7 2011 Resolution No. Motion By Seconded By RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMF;NT OF $2,385,000 GENERAL OBLIGATION 1MPROVF,MEN 'I' BONDS, SERIES 2011 A BF 11' RESOLVED by the City Council of the City of Lakeville, Minnesota (the City), as follows: SECTION 1 ^ UTHORIZATION AN D SAI E. 1.01. Authorization. This Council, by resolution duly adopted on October 3, 2011, authorized the issuance and sale on the date hereof of its General Obligation Improvement Bonds, Series 2011A (the Bonds), pursuant to Minnesota Statutes, Chapters 429 and 475. Proceeds of the Bonds wilt be used to finance various improvement projects it , . the City (the Project). 1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the City by Springsted Incorporated, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened, publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of in (the Purchaser), to purchase the Bonds at a price of $ plus accrued interest, if any, on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City Clerk are hereby authorized and directed to execute a contract on behalf of the City for the sale of the Bonds in accordance with the Terms of Proposal. The good faith deposit of the Purchaser shall be retained by the City until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. SECTION 2. BOND TERMS; REGISTRATION; EXECUTI AND DELIVERY 2.01. Iss uance of Bonds All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities, Interest Rates De and Pent. The Bonds shall be originally dated as of December 1, 2011, shall be in the denomination of $5,000 each, or any integral multiple thereof, of single maturities, shall mature on February I in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption, at the annual rates set forth opposite such years and amounts, as follows: Year Amount Rate 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $345,000 190,000 195,000 190,000 190,000 190,000 1911 olio 190,000 195,000 50,000 Year Amount Rate 2023 2024 2025 2026 2027 2028 2024 2030 2031 2032 50,000 50,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000 [RFVISF, MATURITY SCHEDULE FOR TERM BONDS! The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein, provided that, so long as the Bonds are registered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.03. Dates an Interes Paym Dates Upon initial delivery of the Bonds pursuant to Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 2012, each such date being referred to herein as an Interest Payment Date, to the persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the month immediately preceding the Interest Payment Date, whether or not such day is a business day. Interest shall be computed on the basis of a 360 -day year composed of twelve 30 -day months. 2.04. Redemption Bonds maturing in 2022 and later years shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of $5,000, on February 1, 2021, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City Cleric shall cause notice of redemption thereof to be published if and as required by law, and at least thirty and not more than 60 days prior to the designated redemption date, shall cause notice of redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [Bonds maturing on February 1, 20 (the Term Bonds) shall be subject to mandatory redemption prior to maturity pursuant to the sinking fend requirements of th s Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Registrar shall select for redemption, by lot or other manner deemed fair, on February I in each of the following years the following stated principal amounts of such Bonds: T erm Bond Mani ng Fe bruary 1, 2O Year Princi A njouni $ The remaining $_ __ stated principal amount of such Bonds shall be paid at maturity on February 1, 20 Notice of redemption shall be given as provided in the preceding paragraph.] 2.05. Appointm p,f tnitial Re =istrar. The City hereby appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar). The Mayor and City Clerk are authorized to execute and deliver, on bcha if of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company organized under the laws of the United States or one of the states of the United States and authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar, effective upon not less than thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the successor Registrar. 2.06. Regis The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: 3 (a) Register_ The Registrar shall keep at its principal corporate trust office a register (the Bond Register) in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. 'The term Holder or Bondholder as used herein shall mean the person (whether a natural person, corporation, association, partnership, trust, governmental unit, or other legal entity) in whose name a Bond is registered in the Bond Register_ (b) 'transfer of Bands. Upon surrender for transfer of any Bond duty endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duty executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exch =e of Bonds Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a tike aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancell ation,. All Bonds surrendered for payment, transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of. The Registrar shall furnish the City at least once each year a certificate setting forth the principal amounts and numbers of Bonds canceled and destroyed. (e) Improper or U nauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized_ (1) Persons Deemed Owners The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Bond and for all other purposes, and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the sum or sums so paid. (g) Taxes, Dees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. 4 (h) M utilated, Lost, Sto or Destroyed Bon ds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith, and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it, and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has ���h ready matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. (i) The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. 0) _V„al Obliga tions_ All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 2.07. Executi Auth and De livery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the date of delivery of such Bond. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond, substantially in the form provided in Section 2.09, has been executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on any Bond shall be conclusive evidence that it has been duly authenticated and delivered under this Resolution. When the Bonds have been prepared, executed and authenticated, the City Clerk shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Securities D (a) For purposes of this section the following terms shall have the following meanings: 5 "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker - dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation, Letter" shall mean the Representation Letter pursuant to which the City agrees to comply with DTC's Operational Arrangements. (bl The Bonds shall be initially issued as separately authemicated fully registered bonds and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name rr,. rI °rr r o th r` �.,, � vi �cC e Co., , as nonlineC Oi Li i 1. chid i�egtstraT and uic, �.lry may treat DTC (or r�� uvuiiriel:) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds wader this resolution, registering the transfer of Bonds, and for all other purposes whatsoever, and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DI C, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or suns so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the forme of bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e) hereof. (d) The execution and delivery of the Representation Letter to DTC, if not previously filed with DTC, by the Mayor or City Clerk is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted Linder paragraph (b) or (c) hereof, such transfer or exchange shalt be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.09. F of Bonds The Bonds shall be prepared in substantially the following form: 7 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF L,AKEVILLE GENERAL OBLIGATION IMPROVEMENT BOND, SERIFS 2011A No. R- Interest Rate Maturity Date Date of Original Issue CIISIP No. % February 1, 20 _ December 1, 2011 REGISTERED OWNER: CEDE & CO. PPINCIPAL AMOLIN`I : THOUSAND DOLLARS CITY OF LAKEVILLE, State of Minnesota (the City) acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above and promises to pay interest thereon from the date of original issue specified above or from the most recent interest Payment Date (as hereinafter defined) to which interest has been paid or duty provided for, at the annual interest rate specified above, payable on February I and August 1 in each year, commencing August 1, 2012 (each such date, an Interest Payment Date), all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shalt be paid to the person in whose narne this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the calendar month immediately preceding the Interest Payment Date. hrterest hereon shall be computed on the basis of a 360 -day year composed of twelve 30 -day months. The interest hereon and, upon presentation and surrender hereof at the principal office of the Registrar described below, the principal hereof are payable in lawful money of the United States of America by check or draft drawn on U.S. Bank National Association, St. Paul, Minnesota, as bond registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein (the Registrar). For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxin powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue (the Bonds) in the aggregate principal amount of $2,355,000 issued pursuant to a resolution adopted by the City Council on November 7, 2011 (the Resolution), to finance various improvement projects in the City and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only in fully registered form, in the denomination of 55,000 or any integral multiple thereof, of single maturities. Bonds maturing in 2022 and later years shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of 55,000, on February 1, 2021, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City shall cause notice of the call for redemption thereof to be published if and as required by law, and at least thirty and not more than 60 days prior to the designated redemption date, shall cause notice of redemption to be mailed, by first class mail, to the registered holders of any Bonds, at the holders' addresses as they appear on the bond register mainta'i'ned by the Registrar, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [Bonds maturing in the year _ shall be subject to mandatory redemption, at a redemption price equal to their principal amount plus interest accrued thereon to the redemption date, without premium, on February 1 in each of the years shown below, in an amount equal to the following principal amounts: Term Bond Matu rmv in 20 Sinking Fund Aggregate Payment Date Pri ncipal Amoun Notice of redemption shall be given as provided in the preceding paragraph.] As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued in the name of the designated transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to any such transfer or exchange. The Bonds have been designated as "qualified tax - exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 9 The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment as herein provided and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Dcpository'Crust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other Securities depository as agreed to by the City. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to ;exist, to happen and to be r rf r;ned prior to and in the suance of this Bond in ord to n , ice it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance v_ l i n 'l h_..t_ > > a , ucreii i, the City �,Oiti7 en uas uy iuf, Resolution COVenallt�Ci anu agreed 'to levy ad Vtv Orcili taxes upon all taxable property in the City and special assessments upon property specially benefited by the local improvements financed by the Bonds, which taxes and special assessments will be collectible for the years and in amounts sufficient to produce sums not less than five percent in excess of the principal of and interest on the Bonds when due, and has appropriated such special assessments and taxes to its General Obligation Improvement Bonds, Series 2011 A Bond Fund for the payment of principal and interest, that if necessary for payment of principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount and that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit tinder the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF', the City has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and City Clerk. CITY OF LAKEVILLE, MINNESOTA (facsimile signature — City Cleric) (facsimile signature — Mayor) 10 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, as Registrar By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in hill according to the applicable laws or regulations: TEN COM - as tenants in common UTMA ._ ................ as Custodian for ...........- _...... (Gust) (Minor) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act .... .. _. __. (State) l'T II,N -- as joint tenants with light of sa vivorsh'!p and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: NOTICE: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. I1 Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTEFYING NUMBER OF ASSIGNEE: [end of bond form] SECTION 3. G ENERA L OBLIG ATION IM PROVEM ENT BONDS, SERIES 201 IA C ONSTRI_ - LION FUND. There is hereby established on the official books and records of the City a separate fiord designated as the General Obligation Improvement Bonds, Series 2011 A Construction Fund (the Construction Fund). To the Construction Fund there shall be credited from the proceeds of the Bonds an amount equal to the estimated cost of the Project. There shall also be credited to the Construction Fund all special assessments collected with respect to the Project until all costs of the Project have been fully paid. All proceeds of the Bonds deposited in the Construction Fund will be expended solely for the payment of the costs of the Project. To the extent required by Minnesota Statutes, Section 429.091, subdivision 4, the City shall maintain a separate account within the Construction Fund to record expenditures for each improvement. The City Clerk shall maintain the Construction Fund until all costs and expenses incurred by the City in connection with the construction of the improvements have been paid. All special assessments on hand in the Construction Fund when terminated or thereafter received, and any Bond proceeds not so transferred, shall be credited to the General Obligation hoprovement Bonds, Series 2011 A Bond Fund. SECTION 4. GENERAL O BLIGATION IMPROVEMENT BONDS, SERIES 201 IA B OND FUND There is hereby established on the official books and records of the City a separate fiord designated as the General Obligation Improvement Bonds, Series 2011 A Bond Fund (the Bond Fund). Into the Bond Fund shall be paid (a) the amounts specified in Section 3 above, (b) any amounts received from the Purchaser upon delivery of the Bonds in excess of the amounts appropriated to the Construction Fund pursuant to Section 3 hereof, (c) any special assessments and taxes collected pursuant to Sections 5 or 6 hereof, except as otherwise provided in Section 3 hereof and (d) any other funds appropriated by the City Council for the payment of the Bonds. The money on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds. If the balance on hand in the Bond Fund is at any time insufficient to 12 pay principal and interest then due on the Bonds, such amounts shall be paid from other money on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund. The Bond Fund shall be maintained until the City has paid, or made provision for the payment of, all of the principal of and interest on the Bonds. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account" and the "Surplus Account." There shall initially be deposited into the Debt Service Account upon the issuance of the Bonds the amount set forth in (b) above. Thereafter, during each Bond Year (i.e., each twelve month period commencing on February 2 and ending on the following February 1), as monies are received into the Bond Fund, the City Clerk shall first deposit such monies into the Debt Service Account until an amount has been appropriated thereto sufficient to pay all principal and interest due on the Bonds through the end of the Bond Year. All subsequent monies received in the Bond Fund during the Bond Year shall be appropriated to the Surplus Account. if at anytime the anio unt on }laird in the Debt Service Account is insufficient for the payment of principal and interest then due, the City Clerk shall transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent necessary to cure such deficiency. Investment earnings (and losses) on amounts from time to time held in the Debt Service Account and Surplus Account shall be credited or charged to said accounts. If the aggregate balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Surplus Account in the Bond Fund when the balance therein is sufficient, and the City Council covenants and agrees that it will each year levy a sufficient amount of" ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. In order to ensure compliance with the Code and applicable Regulations (all as defined in Section 8.01 hereof), upon allocation of any funds to the Bond Fund, the balance then on hand in the Bond Fund shall be ascertained. If it exceeds the amount of principal and interest on the Bonds to become due and payable through the next following February 1, plus a reasonable carryover equal to 1112`' of the debt service due in the following bond year, the excess shall (unless an opinion is received from bond counsel stating that another use shall not interfere with the tax exemption of the bonds) be used to prepay or purchase Bonds, or be invested at a yield which does not exceed the yield on the Bonds calculated in accordance with Section 148 of the Codc. SECTION 5. SPECIAL ASSES The City hereby covenants and agrees that, for the payment of the costs of the Project, the City has done or will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not Less than 20% of the cost of the Project financed by the Bonds. The City estimates it has levied or will levy special assessments in the original aggregate principal amount of approximately $1,006,683. It is estimated that the principal and interest on such special assessments will be levied beginning in 2011 . and collected in the years 2012 -2031 in the amounts shown on Appendix I attached hereto. The principal of the special assessments shall be made payable in annual installments, 13 with interest as established by this City Council in accordance with law on installments thereof from time to time remaining unpaid. In the event any special assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or by this City Council or by any of the officers or employees of the City, either in the matting of such special assessment or in the performance of any condition precedent thereto, the City hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such special assessment a valid and binding lien upon said property. SECTION 6. PLEDGE CAF '_ AXING POW ERS. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively come due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce aggregate amounts which, together with the collections of special assessments as set forth in Section 5, will produce amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the City. The taxes will be levied and collected in years and amounts shown on the attached levy computation. Said nixes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce said levies in accordance with the provisions of Minnesota Statutes, Section 475.61. SECTION 7. llEFEAS When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the Flolders of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a stun sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit:. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption by depositing with the Registrar on or before the date of redemption an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of taw now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with the Registrar or with a bank or trust company qualified by law to act as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited for such purpose, hearing interest payable at such times and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein, required has been irrevocably provided for, to an earlier designated redemption date, provided, however, that if such deposit is made more than ninety days before the maturity date or specified redemption date of the Bonds to be discharged, the City shall have received a written opinion of bond counsel to the effect that such deposit does not adversely affect the exemption of interest on any Bonds from federal income taxation and a written report of an accountant or investment banking firm verifying that the deposit is sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and before their maturity dates or earlier designated redemption date. 14 SECTION 8. TAX COVENANTS; ARBIT MATTERS AND CONTINUING DISCLOSUR 8.01. Gener Tax Covenant The City agrees with the registered owners from time to time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or agents, any action that would cause interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended (the Code) and applicable Treasury Regulations (the Regulations), and agrees to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. All proceeds of the Bonds deposited in the Construction Fund will be expended solely for the payment of the costs of the Project. The Project is owned and maintained by the City and available for use by members of the general public on a substantially equal basis. The City shall not enter into any lease, management contract, use agreement, capacity agreement or other agreement with any non - governmental person relating to the use of the Project, or any portion thereof, or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 8.02. Arbitrage Certi fication. The Mayor and City Clerk being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and Regulations. 8.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148 -7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a "bona fide debt service fund ") arise during or after the expenditure of the original proceeds thereof. 8.04. Reimbur sement. The City certifies that the proceeds of the Bonds will not be used by the City to reimburse itself for any expenditure with respect to the Project which the City paid or will have paid more than 60 days prior to the issuance of the Bolds unless, with respect to such prior expenditures, the City shall have made a declaration of official intent which complies with the provisions of Section 1.150 -2 of the Regulations, provided that this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Project meeting the requirements of Section 1.150- 2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the Project as defined in Section 1.150- 2(f)(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of the Bonds. 15 8.05. uaii Tax - Exe mpt Q bliYations . The Council hereby designates the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of tax - exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for the purpose of this representation) which will he issued by the City and all subordinate entities during calendar year 2011 does not exceed 510,000,000. 8.06 Contin Disclosu (a) P urpose and Benefici To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2 -12 promulgated by the SEC Linder the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2 -12), relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the following co'vc;nants and agrecirients for the benei i of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein.. in no event shall a default under this section constitute a default under the Bonds or tinder any other provision of this resolution. As used in this section, Owner or Bondowner means.. in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal income tax purposcs. (b) Information To B Disclosed The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through air agent designated by the City, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2011, the following financial information and operating data in respect of the City (the Disclosure Information): (A) the audited financial statements of the City for such fiscal year, prepared in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under 16 Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) to the extent not included in the financial statements referred to in paragraph (A) hereof,, the information for such fiscal year or for the period most recently available of the type contained in the O'ff'icial Statement under headings: City Property Values, City Indebtedness; and City Tax Rates, Levies and Collections. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been filed with the SEC or have been made available to the public on the Internet Web site of the Municipal Securities Rulemaking Board (MSRB). The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that Certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, froin and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events (each a Material Fact): (A) Principal and interest payment delinquencies; (B) Non - payment related defaults, if material, (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax 17 status of the security, or other material events affecting the tax status of the security, (G) Modifications to rights of security holders, if material; (H) Bond calls, if material, and tender offers; (1) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or similar event of the obligated person; (M) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sate of all or substantially all of the assets of the obligated person, other than in dle ordinary course of business, the entry Into a. definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terns, if material; and (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material. As used herein, for those events that must be reported if material, an event is "iaterial" if it is an event as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly atter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, an event is also "material' if it is an event that would be deemed materiat for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding tinder state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision orjurisdiction over substantially all of the assets or business of the obligated person. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; 18 (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Planner of Disclosure (1) The City agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Term, '.Amen hite rpretatrgn. (1) The covenants of the City in this section shall remain in effect so Long as any Bonds are Outstanding_ Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative ;action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under 19 clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. SECTION 9. CERTIFI ATION (Ar DPr'CFEDING U. _ t Vt , AL, US 9.01. Regis tration of B onds. The City Clerk is hereby authorized and directed to file a cer copy of this resolution with the i "ourity Auditor Of Dakota County anti ofitaii:i. a certificate that the Bonds and the taxes levied pursuant hereto have been duly entered upon the Auditor's bond register. 9.02. Authe of Tra nscu_idlt. The officers of the City and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney ELP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all stateunents contained therein. 9.03. O fficial Statement The Official Statement relating to the Bonds, dated October 24, 2011, prepared and distributed by Springsted Incorporated, the financial consultant for the City, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the City to prepare and deliver to the Purchaser within seven business days from the date hereof a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule 15c2 -12 adopted by the SEC under the Securities Exchange Act of 1934. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. 20 APPROVED AND ADOPTED this 7 "' day of November, 2011. By: ATTEST: Charlene Fricdges, City Clerk CITY OF LAK.EVILLE, Mark Bellows, Mayor 21 APPENDIX I City of Lakeville, Minnesota General Obligation Improvement Bonds, Series 201 IA Payments on Special Assessments Year of Collection Principal Interest Total 2012 S 50334.15 $40,26732 90,601.47 2013 50,334.15 38,253.96 88,588.11 2014 50,334.15 36 240.58 86,574.73 2015 50,334.15 34,227.22 84,561.37 2016 50,334.15 32,213.86 82,548.01 2017 50,334.15 30,200.50 80,534.65 2018 50,334.15 28,187.12 78,52127 2019 50,334.15 26,173.76 76,507.91 2020 50.334.15 24,160.40 74,494.55 2021 50,334.15 22,147.02 72,481.17 2022 50,334.15 20,133.66 70,467.81 2023 50,334.15 18,12030 68,454.45 2024 50,334.15 16,106.92 66.441.07 2025 50334.15 14,093.56 64,427.71 2026 50,334.15 12,080.20 62.414 35 2027 50,334.15 10,066.84 60,400.99 2028 50,334.15 8,053.46 58,387.61 2029 50,334.15 6,040.10 56,374.25 2030 50,334.15 4,026.74 54,360.89 2031 50,334.15 2,013.36 52347.51 $1,006,683.00 $422,806.88 $1,429,489.88 PROJECTED TAX LEVIES Lgvy / Collect year I -eeu 2011/2012 2012/2013 2013/2014 2014/2015 2015/2016 2016/2017 2017/2018 2018/2019 2019/2020 "Total DAKO'T'A COUNTY AUDITOR'S CERTIFICATE AS TO REGISTRATION AND TAX LEVY The undersigned, being the duly qualified and acting County Auditor of Dakota County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a resolution duly adopted on November 7, 2011, by the City Council of the City of Lakeville, Minnesota, setting forth the form and details of an issue of 52,385,000 General Obligation Improvement Bonds, Series 2011 A, dated as of December 1, 2011 and levying taxes for their payment_ I further certify that the issue has been enterer{ on my bond resister and the tax required by law for their payment has been Levied and filed as required by Minnesota Statutes, Sections 475.61 to 475.63. WITNESS my hand officially this _ day of .2011. Dakota County Auditor (SEAL) W OODY 'S INVESTORS SERVICE New Issue: MOODY`S ASSIGNS Aa1 RATING TO THE CITY OF LAKEVILLE`S (MN) S2.4 MILLION GO IMPROVEMENT BONDS, SERIES 2011AAND $1.9 MILLION GO REFUNDING BONDS, SERIES 20118 Gkn'aal Credit Research - 27 Oct 2011 Alit UNDERLYING RATING APPLIES TO $73.8 MILLION OF OUTSTANDING POST SALE GO DEBT Municipality MN Moodys Rating ISSUE RISING .�ena Gl Ovigatlon tmprov.':TM�, 8a�ds Sorl„s 20'.1,4 rat Sale Amount $2,385,000 Expected Sale Date 11/07/11 Rating Description General Obligation General Obligation Refunding Bonds Sense 20118 Aat Sale Amount $1,885,000 Expected Sale Date 11/07/11 Rating Description General Obligation Opinion NEW YORK, Oct 27,2011 — MDodys Investors Service has assigned a Aal rating to the City of Lakeville's (Aril) $2,4 million General Obligation Improvement Bonds, Series 2011Aand $1.9 million General Obligation Refunding Bonds, Series 20118_ Concurrently, Moodys has affirmed the Aat underlying rating on the district's outstanding long -term general obligation debt and the Aa3 underlying rating on the citys lease revenue debt which is rated two notches below the GO rating due to risk of appropriation and essentiality, Post -sale, the district will have S73.8 million of outstanding long -town general obligation door and $10.5 million of rufstarding lease revenue debt SU^FNiRY RATINGS RATIONALE Debt service on the Series 2011Aand 20118 bonds are secured by the citys general obligation unlimited tart pledge. Proceeds of the 2011A bonds will be used to thence various infrastructure Improvement projects within the city. Proceeds from the 20118 bond=_ will be used to refund outstanding matunties for the citys GO State Xd Street Bonds Series 2001C and GO Park Refunding Bonds Series 2003B. The Act underlying rating reflects the district's history of excellent financial management and strong reserve levels, large tax base located just south of the T'wlrr Cities Nietropolitan Area, and a high debt burden. STRENGTHS - Strong diverse tax base in close proximity to the Twin Cites Metropolitan Area - Strong financial management with robust general fund reserves CHALLENGES - Declining property valuations DETALED CREDIT DISCUSSION LARGE TAX BASE LOCATED NEIGHBORING THE TWIN CITIES WITH STABILGONG GROWTH TRENDS Due to the citys favorable location near Unneari (Aaa/negadve) and St. Paul (Aal /positive), growing population won strong socioeconomic indicators and moderating declines in property valuations, Moodys expects the citys economy and tax base to remain stable in the medium term. The city is located in Dakota County AA (negative) approximately 40 miles south of the Twin Cities. The citys large $6.4 billion tax base benefits from its proximity to the Twin Cities as 80% of the residents commute to the Twin Cities area for work. The city is primarily residential (72.4% of net tax capacity) and consists of mostly single family dwellings. There is also a fairly significant commercial and industrial presence (23.2% of net tax capacity) which indicates a diverse tax base not wholly dependent on the Twin Cities. The city has seen declines in property valuation of 8.7 and 6.7% in 2009 and 2010 respectively, however Dakota County projects a lower 2% decline for 2011. Residential building permits for single family homes has remained stable, due partly to the steady population growth of 29.4% from 2000 to 2010. Socioeconomic indicators for the population is strong with median family income and per capita income at 134.6% and 114.2% of the state respectively. The city anticipates significant irfiil of vacant commercial and industrial properties which will utilize roughly 250,000 square feet of space. Several corporations have purchased plots near existing facilities and have indicated a desire for future expansion. The city has planned for future Growth and development by approving zoning and subdivision ordinance as a pan of their 2008 comprehensive plan. These factors may indicate a stabilization in property valuations in the medium term. STRONG OPERATIONS WITH AMPLE GENERAL FUND RESERVES The city has a strong financial condition due to a history of prudent financial management and ample general fund reserves of ready 45% in accordance with city policies. The city has posted planned deficits in the General Fund since 2008. These deficits were driven by transfers out of the General Fund to build reserves in various capital improvement funds. These transfers were the result of a concerted effort to begin self - financing all future equipment purchases for which the city had previously issued debt. In 2010 the city posted a General Fund deficit of $1.8 million after transferring nearly $3 million into the equipment, trail improvement and pavement management funds. The city is projecting a slight surplus of $300,000 in 2011 before transfers to the capital funds. While the city has budgeted for deficits in 2012 and 2013, it has a strong commitment to remaining within the official fund balance policy of 40.50 %. The vast majority of the city's revenues come in the form of property taxes (77.6 %) followed by charges for services (6.8 %) and intergovernmental (5.4%). Dependence on intergovernmental aid is modest and consists largely of market value homestead credits. The city has not budgeted to receive the Market Value Homestead Credit revenues in recent years as they have been inconsistently received. With the change in property tax law, the market value homestead credit has been phased out. The city also does not receive local government aid and is not impacted by any state unallotments. The city also has the number one performing municipal liquor fund in the State of Mnnesota. The city utilizes revenues for this fund to support both the capital and general funds as well as to prepay debt. HIGH DEBT BURDEN WITH LIMITED FUTURE DEBT PLANS The city has a high direct debt burden of 1.6% (5.1 % overall. The city has no new debt plans in the near term and plans to issue between $5-6 million in debt per year for capital projects over the next five years. The city might also finance the construction of a fourth liquor store if it chose to move forward with those plans. Principal amortization is a modest 46.5% over ten years. The city does have lease revenue debt that is subject to appropriation but the city consistently appropriates for debt service and includes this lease payment in its property tax levy. All of the district's debt is fixed rate mode, and the district is not a party to any interest rate swap agreements. WHAT COULD CHANGE RATING UP Growth in the residential housing market - Increase in General Fund reserves - Growth in tax base and improved demographic profile WHAT COULD CHANGE RATING DOWN - Continued declines in property valuations - Erosion of general fund liquidity and reserves KEY STATISTICS: 2010 Census population: 55,954 (29.7 11 % increase since 2000) 2010 Full vekaren: $54 billion (15% averago, annual decrease since 2006) 2010 Full valuation per capita: $96,900 1999 Wdlan family income, a % of state 134.6% (152.9% of US) ,999 Per capita income, as a %of state: 114,2% (122.7% of US) Dakota County unemployment rate (08711): 6.5% (fAN at 6_7W ; US at 9.1'Vol Fiscal 2010 General Fund balance: $9.4 million (44.8% of General Fund revenues) Fiscal 2010 Unreserved General Fund balance: $9.4 million (44.8% of General Fund revenues) Overall debt burden: 5.1% (1.6% direct) Payout of principal (10 years): 46.5% Post -sale general obligation debt: $73.2 million, including current offering Post-sale Mxrdys rated general obfig7ation debt: $47.5 million, including current offering PRINCIPAL METHODOLOGY The principal methodology used in this rating was General Obligation Bonds issued by U.S. Local Governments published in October 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. REGULATORY DISCLOSURES The Global Scale Credit Ratings on this press release that are issued by one of Mxrdys affiliates outside the EU are considered EU Qualified by Extension and therefore available for regulatory use in the EU. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com. Per ratings issued on a program, series or category /class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please seethe ratings tab on the issuer /entity page for the respective issuer on www.moodys.com. Information sources used to prepare the rating are the following: parties involved in the rattnos, parties not involved in the ratings, public information, and confidential and proprietary Moodys Investors Service information. Meody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating. Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Wadi considers to be reliable including, when appropriate, independent third -party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Please see Rossi Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery. Please see ratings tab on the issuer /entity page on www.moodysoom for the last rating action and the rating history. The date on which some ratings were first released goes back to time before Moodys ratings were fully digitized and accurate data may not be availabe. Consequently, Uiudy's provides a date dhoti vei evm's tie most rl able and accurate based on the infermatien that is av,:ilabn to it. Please see the ratings disclosure page on our website www.moodys.com for further information. Please see www.moodyacom for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating. Analysts Chandra Ghosal Analyst Public Finance Group tvbndys Investors Service Soo Yon Chun Backup Analyst Public Finance Group Wei Investors service Hennette Chang Senior Credit Of ciar Public F:e2i` Group IYoodys Investors Service Contacts 3ou.>malists: (212) 55i I3 0378 Research Clients (212) 553 -1653 Wodys investors Service, Inc. 250 Greenwich Street New York, NY 10007 USA MOODY'S INVESTORS SERVICE 2011 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, WOODYS "). NI rights reserved_ CREDIT RATINGS ISSUED BY MOODYS INVESTORS SERVICE, INC. ('Mi AND ITS AFFILIATES ARE MOODYS CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ( "MOODYS PUBLICATIONS ") MN INCLUDE MOODYs CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT -LIKE SECURITIES. MOODYS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODYS PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND MOODYS PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODYS PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODYS PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR, MOODYS ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODYS PUBLICATIONS WTH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR Vil MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE, ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAYBE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED.. TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BYANY PERSON WITHOUT MOODYS PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided 'AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody s considers to be reliable, including, when appropriate, independent third -party sources. However, MOODYS is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODYS have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODYS or any or its directors, officers, employees or adepts in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even If MOODYS is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the adennaticri contained herein are, and must be construed safety as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY TIMELINESS, CONIPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODYS IN ANY FORM OR MANNER WHATSOEVER. MIS, a wholly -owned credit rating agency subsidiary of Ivbodys Corporation ( "MCO "), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MRS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS`s ratings and rating processes. information regarding certain afflictions that may exist between directors of MCO and rated ens ies. and between entitles who hold ratings frorn MS and have also publicly reported to the SEC an ownership interest in MCO of more than 5 %, is posted annually at ✓ ✓ "�r`4 ?5 • under the heading "Shareholder Relations — Cotperate Governance--- Director and Shareholder Affiliation Policy." Any publication into Australia of this document is by MOODYS affiliate, Moody s Investors Service Pty Limited ABN 61 003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to'wholesale clients" within the moaning of section! 76I G of the Corporations Act 2001. By condnuing to access this document from within Australia, you represent to MOODYS that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001. Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. ("MJKK ") are MJKK`s current opinions of the relative future credit risk of entities, credit commitments.. or debt or debt -like securities, In such a case, 'AMS' in the foregoing statements shall be deemed to be replaced with "MfKK ". MIKK is a wholly -owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody 'r> Overseas I findings Inc., a wholly -owned subsidiary of MCO. This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors, it would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser. 3 •. •. ., •. lI•]9[•] 1(•7:31�Ti 7 Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101 2887 Tel: 651 - 223 -3000 Fax: 651 -223 -3002 Email: advisors @spdngsted.com www.springsted.com 0 City o Lakevi • • (Book Entry Only) The City is issuing the Series 2011E Bonds for debt service savings. If an adequate level of savings is riot achieved through the competitive proposals received on Monday, Nover„ber 7, 2011, the City Council may reject all proposals at their meeting that evening. Preliminary, subject to change. October 24, 2011 Public Sector Advisors OFFICIAL STATEMENT DATED OCTOBER 24, 2011 NEW AND REFUNDING ISSUES Ratings: Requested from Moody's Investors Service In the opinion of Dorsey & Whitney LLP, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions, and assuming compliance with certain covenants, interest to be paid on the Bonds is excluded from gross Income for federal income tax purposes and from taxable net income of individuals, estates, and trusts for Minnesota income tax purposes, and is not an item of tax preference for federal or Minnesota alternative minimum tax purposes. Interest is included in taxable income for the purposes of the Minnesota franchise tax on corporations and financial institutions and in adjusted current earnings of corporations for federal alternative minimum tax purposes. See 'TAX EXEMPTION" and 'RELATED TAX CONSIDERATIONS" herein. City of Lakeville, Minnesota $2,385,000* $1,885,000* General Obligation Improvement Bonds, General Obligation Refunding Bonds, Series 2011A Series 2011 B (the "Series 2011A Bonds ") (the "Series 2011B Bonds ") (collectively referred to as the "Bonds," the " ^-Obligations" or the "issues ") (Book Entry Only) Dated Date: Date of Delivery The Series 2011A Bonds will bear interest each February 1 and August 1, commencing August 1, 2012, and will mature each February 1 as follows: 2013 $345,000 2017 $190,000 2021 $195,000 2025 $45,000 2029 $45,000 2014 $190,000 2018 $190,000 2022 $ 50,000 2026 $45,000 2030 $45,000 2015 $195,000 2019 $190,000 2023 $ 50,000 2027 $45,000 2031 $45,000 2016 $190,000 2020 $190,000 2024 $ 50,000 2028 $45,000 2032 $45,000 The City may elect on February 1, 2021, and on any day thereafter, to prepay the Series 2011A Bonds due on or after February 1, 2022 at a price of par plus accrued interest. The Series 20118 Bonds will bear interest payable each April 1 and October 1, commencing October 1, 2012, and will mature each April 1 as follows: 2013 $470,000 2015 $490,000 2017 $75,000 2019 $75,000 2021 $80,000 2014 $475,000 2016 $ 70,000 2018 $75,000 2020 $75,000 The Series 2011 B Bonds will not be subject to payment in advance of their respective stated maturity dates. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the respective maturity schedule set forth above. The Bonds will be general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. Additional sources of security for the Bonds are described herein. A separate proposal must be submitted for each Issue for not less than the amounts shown below. 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 amounts shown below 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. Award of each Issue will be made on the basis of True Interest Cost (TIC). Minimum Bid Good Faith The Series 2011A Bonds $2,356,380 $23,850 The Series 20118 Bonds 1,870,863 18,850 The Bonds will be issued as fully registered Bonds 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 Bonds. 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 Bonds purchased. (See "Book. Entry System" herein.) U.S. Bank National Association, St. Paul, Minnesota will serve as registrar (the `Registrar ") for the Bonds. Bonds will be available for delivery at DTC on or about December 1, 2011. Preliminary; subject to change_ PROPOSALS RECEIVED: November 7, 2011 (Monday) until 10:30 A.M., Central Time AWARD: November 7, 2011 (Monday) at 7:00 P.M., Central Time J r l n 3 l e d 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 Proposals. 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 on 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 on 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 Pa e s Terms of Proposal: $2,385,000 General Obligation Improvement Bonds, Series 2011A ........_. $1,885,000 General Obligation Refunding Bonds, Series 2011 B ................ Introductory Statement.... ..... ...... .......... __ ................ .... ___ ... __ Continuing Disclosure ......................................................... ............................... TheBonds. .... ._.. ........ ....... ......................................_...... ..................._.._.._..... The Series 2011A Bonds..... ..... .......... __ ..... __ ........ .......... ......... The Series 2011B Bonds .... ........ ............................ _ ...... . .._._.......................... FutureFinancing ..... ...... ..........................................._..... ..._......_........._._........ Litigation, ..... ...... ___ ....... ,.__._........__ ...... Legality..... ........ .._._..........._ ....................................._._. ....._......................... TaxExemption._ ...... ........ _.. .............. ..................... .... ....... ........................ ....... Related Tax Considerations......_.__._ ............... .._....... ... ._....__... ...... ___ ........ Qualified Tax - Exempt Obligations . .............. ... ............. ..... .................... ___ ...... Ratings......... FinancialAdvisor .............. ....... ......................... ......_.... ...__........._........ _.._.... Certification_ ...... ............ ._._....._............._................ ............ ....._........... ......_.. City Property Values . .... ............._.................... ..........._... ...................._........ .. City Indebtedness ._..._......__...__.......... ._........ ._. ......... .. __ ............................. City Tax Rates, Levies and Collections .............................. ............................... Fundson Hand.. ...... ..... _ ......... ............._............._...... ..................._._......... CityInvestments ..........__ ............................................_... ........_.._................... General Information Concerning the City..... ........ ........ __ ..... ... ............ ........ Governmental Organization and Services.. __ _ . ............................................. - Proposed Forms of Legal Opinions ._ ...................................... _. ............... ......... Continuing Disclosure Covenants ....... ............... ......... ..._............. ..._....... Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation ----- ........... ............. ...... Excerpt of 2010 Audited Financial Statements .................... ........_..................... i -v vi -x 1 2 4 5 6 6 6 7 7 8 8 9 9 10 11 18 19 19 20 24 Appendix I Appendix II Appendix III Appendix IV THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $2,385,000* CITY OF LAKEVILLE, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2011A (BOOK ENTRY ONLY) Proposals for the Bonds and the Good Faith Deposit ( "Deposit') will be received on Monday, November 7, 2011, 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 Bonds will be by the City Council at 7:00 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a) Seal 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 anX 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 Bonds, 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, 2n Floor, New York, New York 10018 Customer Support: (212) 849 -5000 Preliminary, subject to change. DETAILS OF THE BONDS The Bonds will be dated as of the date of delivery, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 2012. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature February 1 in the years and amounts' as follows: 2013 $345,000 2017 $190,000 2021 $195,000 2025 $45,000 2029 $45,000 2014 $190,000 2018 $190,000 2022 $ 50,000 2026 $45,000 2030 $45,000 2015 $195,000 2019 $190,000 2023 $ 50,000 2027 $45,000 2031 $45,000 2016 $190,000 2020 $190,000 2024 $ 50,000 2028 $45,000 2032 $45,000 The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds 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 Bonds 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 Bonds is increased or reduced. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption 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 Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants, Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar 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, 2021, and on any day thereafter, to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties. The proceeds will be used to finance various infrastructure improvement projects within the City. 1.13 11113 91104 [1!aVTA:7e a Proposals shall be for not less than $2,356,380 and accrued interest on the total principal amount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates 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. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. GOOD FAITH DEPOSIT Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of $23,850, 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 Ref: Lakeville, MN Series 2011A Good Faith Deposit Contemporaneously with such wire transfer, the bidder shall send an e -mail to bond serviees(d)sonnasted.com 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 Bonds. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Bonds. 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 Bonds. 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 Bonds 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. G1].� The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT On or about December 1, 2011, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Dorsey & Whitney LLP of Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. -iv - CONTINUING DISCLOSURE In accordance with SEC Rule 15c2- 12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 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 Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 100 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated October 3, 2011 BY ORDER OF THE CITY COUNCIL /s/ Char Friedges City Clerk -v- THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,885,080` CITY OF LAKEVILLE, MINNESOTA GENERAL OBLIGATION REFUNDING BONDS, SERIES 20118 (BOOK ENTRY ONLY) Proposals for the Bonds and the Good Faith Deposit ( "Deposit') will be received on Monday, November 7, 2011, 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 Bonds will be by the City Council at 7:00 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223 -3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223 -3000 or fax (651) 223 -3046 for inclusion in the submitted Proposal. OR (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via 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 au 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 Bonds, 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, 2n Floor, New York, New York 10018 Customer Support: (212) 849 -5000 Preliminary, subject to change. -vi - DETAILS OF THE BONDS The Bonds will be dated as of the date of delivery, as the date of original issue, and will bear interest payable on April 1 and October 1 of each year, commencing October 1, 2012. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will mature April 1. in the years and amounts' as follows: 2013 $470,000 2014 $475,000 2015 $490,000 2016 $70,000 2017 $75,000 2018 $75,000 2019 $75,000 2020 $75,000 2021 $80,000 The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds 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 Bonds 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 Bonds is increased or reduced. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption 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 Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bends. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations, The City will pay for the services of the registrar. OPTIONAL REDEMPTION The Bonds will not be subject to payment in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge funds of the City's account in the municipal state -aid street fund. The proceeds will be used to refund (i) the April 1, 2012 through April 1, 2021 maturities of the City's General Obligation State -Aid Street Bonds, Series 2001C, dated December 1, 2001; and (ii) the February 1, 2013 through February 1, 2015 maturities of the City's General Obligation Park Refunding Bonds, Series 2003B, dated March 15, 2003. - vii - BIDDING PARAMETERS Proposals shall be for not less than $1,870,863 and accrued interest on the total principal amount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates 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. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. GOOD FAITH DEPOSIT Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of $18,850, 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 Ref: Lakeville, MN Series 2011B Good Faith Deposit Contemporaneously with such wire transfer, the bidder shall send an e -mail to bond services ja springsted.com 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 Bonds. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Bonds. 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 Bonds. 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 Bonds 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. - viii - 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. The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. ,111. ► &M w If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT On or about December 1, 2011, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Dorsey & Whitney LLP of Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2- 12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. -ix - OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 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 Bonds, together with any other information required by law, shall constitute a "Final Official Statement' of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 75 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the Ci { ri) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated October 3, 2011 BY ORDER OF THE CITY COUNCIL Js/ Char Friedges City Clerk -x- OFFICIAL STATEMENT CITY OF LAKEVILLE, MINNESOTA $2,385,000* GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2011A $1,885,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011B (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT This Official Statement contains certain information relating to the City of Lakeville, Minnesota (the "City" or the "Issuer") and its issuance of $2,385,000* General Obligation Improvement Bonds, Series 2011A (the "Series 2011A Bonds "), and $1,885,000* General Obligation Refunding Bonds, Series 20118 (the "Series 2011E Bonds "), collectively referred to as the "Bonds," the "Obligations" or the "Issues ". The Bonds will be general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. Additional sources of security for the Bonds are described herein. Inquiries may be directed to Mr. Dennis Feller, Finance Director, City of Lakeville, 20195 Holyoke Avenue, Lakeville, Minnesota 55044 -0957, or by telephoning (952) 985 -4481, Inquiries may also be made to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55101 -2887, or by telephoning (651) 223 -3000. It information of a specific legal nature is desired, requests may be directed to Ms. Jennifer Hanson, Dorsey & Whitney LLP, 50 South Sixth Street, 15`� Floor, Minneapolis, Minnesota 55402, Bond Counsel (612) CONTINUING DISCLOSURE In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the 'Rule "), the City will covenant and agree, for the benefit of the registered holders or beneficial owners from time to time of the outstanding Bonds, in the Resolutions, to provide annual reports of specified information and notice of the occurrence of certain events, if material, as hereinafter described (the "Disclosure Covenants"), The information to be provided on an annual basis, the events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants, including termination, amendment and remedies, are set forth in Appendix II to this Official Statement. The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds 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 Bonds 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 Bonds is increased or reduced. - 1 - The City has never failed to comply in all material respects with any previous Disclosure Covenants under the Rule to provide annual reports or material events. Breach of the Disclosure Covenants will not constitute a default or an "Event of Default" under the Bonds or the Resolution. A broker or dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or sale of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the Disclosure Covenants may adversely affect the transferability and liquidity of the Bonds and their market price. THE BONDS General Description The Bonds are dated as of the date of delivery and will mature annually on the dates and in the amounts as shown on the cover of this Official Statement. The Bonds are issued in book entry loan. Interest on the Series 2011A Bonds is payable on February 1 and August i of each year, commencing August 1, 2012. Interest on the Series 20118 Bonds is payable on April 1 and October 1 of each year, commencing October 1, 2012. 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 Bonds will be paid as described in the section herein entitled "Book Entry System." U.S. Bank National Association, St. Paul, Minnesota will serve as Registrar for the Bonds. The City will pay for registration services. Optional Redemption The City may elect on February 1, 2021 and on any day thereafter, to prepay the Series 2011A Bonds due on or after February 1, 2022. 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 Series 2011A Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. The Series 2011B Bonds will not be subject to payment in advance of their respective stated maturity dates. 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 each series 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 -2- 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 "). DT CC is the holding company for DTC, 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 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 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 Obligation 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 any such other DTC nominee) will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC's -3- 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). Redemption proceeds, distributions, and dividend payments 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, Agent, the Bond Registrar, or the Issuer, subiect to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments 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 Agent, 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 Agent. 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. Authority and Purpose The Series 2011A Bonds are being issued pursuant to Minnesota Statutes, Chapters 475 and 429. The proceeds of the Series 2011A Bonds, along with available City funds, will be used to finance various infrastructure improvement projects within the City. M The composition of the Series 2011A Bonds is as follows: Sources of Funds: Principal Amount $2,385,000 Available City Funds 14,667 Total Sources of Funds $2,399,667 Uses of Funds Deposit to Project Fund $2,338,947 Costs of Issuance 32,100 Allowance for Discount Bidding 28,620 Total Uses of Funds $2,399,667 Security and Financing The Series 2011A Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties for repayment of the Series 2011A Bonds. Assessments in the principal amount of approximately $1,006,683 will be filed in 2011 for first collection in 2012 and will be spread over a term of 20 years with equal annual payments of principal. Interest on the unpaid balance will be charged at a rate of 4.00 %. The City will make its first levy for the Series 2011A Bonds in 2011 for collection in 2012. Each year's collections of taxes and special assessments, 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. Authority and Purpose The Series 2011 B Bonds are being issued pursuant to Minnesota Statutes, Chapters 475 and 162. The proceeds of the Series 20118 Bonds will be used to refund (i) the April 1, 2012 through April 1, 2021 maturities (the "Series 2001C Refunded Maturities ") of the City's General Obligation State -Aid Street Bonds, Series 2001 C, dated December 1, 2001 (the "Series 2001C Bonds ") (the "State -Aid Portion "), and (ii) the February 1, 2013 through February 1, 2015 maturities (the "Series 2003B Refunded Maturities') of the City's General Obligation Park Refunding Bonds, Series 20038, dated March 15, 2003 (the "Series 2003B Bonds ") (the "Levy Portion "). The Series 2001C Refunded Maturities and the Series 2003B Refunded Maturities will collectively be referred to as the "Refunded Maturities." The Series 2001C Bonds and the Series 2003B Bonds will collectively be referred to as the "Refunded Bonds." -5- The composition of the Series 2011 B Bonds is as follows: Levy Portion Sources of Funds: Principal Amount $1221000 Total Sources of Funds $1,220,000 Uses of Funds. Deposit to Current Refunding Fund $1,190,000 Costs of Issuance 20,850 Allowance for Discount Bidding 9,150 $650,327 $1,840,327 9,686 30,536 4,987 14,137 Total Uses of Funds $1,220,000 $665,000 $1,885,000 The refunding is being conducted to achieve debt service savings. The Series 2011B Bonds will constitute a "current" refunding since the Refunded Maturities will be called within 90 days of settlement of the Series 20118 Bonds. The Refunded Maturities will be called and prepaid on February 1 2012 at a price of par plus armed interest. Security and Financing The Series 2011 B Bonds will be general obligations of the City for which the City will pledge its full .faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge funds of the City's account in the municipal state -aid street fund for repayment of the State -Aid Portion of the Series 20118 Bonds. The City will make its first levy for the Series 2011 B Bonds in 2011 for collection in 2012. Each year's state -aid receipts and tax collections, if collected in full, will be sufficient to pay 105% of the interest due October 1 in the year of collection and the principal and interest due April 1 of the following year. FFIZEM UTIR The City does not anticipate issuing any additional debt for at least the next 90 days. •k The City is not aware of any threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its financial obligations. LEGALITY The Bonds are subject to approval as to certain matters by Dorsey & Whitney LLP, of Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement except for guidance concerning the following sections -6- Total State -Aid Series 2011B Portion Bond Issue 665 000 $1,885 000 $665,000 $1,885,000 $650,327 $1,840,327 9,686 30,536 4,987 14,137 Total Uses of Funds $1,220,000 $665,000 $1,885,000 The refunding is being conducted to achieve debt service savings. The Series 2011B Bonds will constitute a "current" refunding since the Refunded Maturities will be called within 90 days of settlement of the Series 20118 Bonds. The Refunded Maturities will be called and prepaid on February 1 2012 at a price of par plus armed interest. Security and Financing The Series 2011 B Bonds will be general obligations of the City for which the City will pledge its full .faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge funds of the City's account in the municipal state -aid street fund for repayment of the State -Aid Portion of the Series 20118 Bonds. The City will make its first levy for the Series 2011 B Bonds in 2011 for collection in 2012. Each year's state -aid receipts and tax collections, if collected in full, will be sufficient to pay 105% of the interest due October 1 in the year of collection and the principal and interest due April 1 of the following year. FFIZEM UTIR The City does not anticipate issuing any additional debt for at least the next 90 days. •k The City is not aware of any threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its financial obligations. LEGALITY The Bonds are subject to approval as to certain matters by Dorsey & Whitney LLP, of Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement except for guidance concerning the following sections -6- entitled "Tax Exemption" and "Related Tax Considerations," and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to examine or verify, any of the financial or statistical statements, or data contained in this Official Statement, and will express no opinion with respect thereto. Legal opinions in substantially the forms set out in Appendix I herein will be delivered at closing. TAX EXEMPTION It is the opinion of Dorsey & Whitney LLP, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions, and on certifications to be furnished at closing, and assuming compliance by the City with certain covenants (the "Tax Covenants "), that interest to be paid on the Bonds is excluded from gross income for federal income tax purposes and from taxable net income of individuals, estates, and trusts for Minnesota income tax purposes. Such interest is, however, included in taxable income for purposes of Minnesota franchise taxes imposed on corporations and financial Institutions. Certain provisions of the Internal Revenue Code of 1986, as amended (the `Code "), however, impose continuing requirements that must be met after the issuance of the Bonds in order for interest thereon to be and remain not includable in federal gross income and in Minnesota taxable net income of individuals, estates and trusts. These requirements include, but are not limited to, provisions regarding the use of Bond proceeds and the facilities financed with such proceeds; restrictions on the investment of Bond proceeds and other amounts; and provisions requiring that certain investment earnings be rebated periodically to the federal government. Noncompliance with such requirements may cause interest on the Bonds to be Mcludable in federal gross income or in Minnesota taxable net income retroactively to their date of issue. Compliance with the Tax Covenants will satisfy the current requirements of the Code with respect to exemption of interest on the Bonds. No provision has been made for redemption of or for an increase in the interest rate on the Bonds in the event that interest on the Bonds becomes includable in federal gross income or in Minnesota taxable net income. On September 13, 2011, the Majority Leader of the U.S, Senate, at the request of the President, introduced the American Jobs Act of 2011 (the "Jobs Bill "). A provision in the Jobs Bill, if enacted as introduced, would result in federal income tax being imposed on a portion of the interest received by certain individual owners of state and local bonds, including the Bonds, for taxable years beginning on or after January 1, 2013. Although a revised version of the Jobs Bill failed on October 11, 2011 to receive the number of votes needed in the Senate to proceed to a vote on the merits, certain provisions in the Jobs Bill, including the provision relating to interest on state and local bonds, might still be considered. No prediction is made whether this provision will be enacted as proposed or concerning other future legislation affecting the tax treatment of interest on the Bonds. Prospective purchasers should consult with their own tax advisors regarding the Jobs Bill and any other pending or proposed federal income tax legislation. Interest on the Bonds is not an item of tax preference for federal or Minnesota alternative minimum tax purposes, but is included in adjusted current earnings of corporations for purposes of the federal alternative minimum tax. Section 86 of the Code and corresponding provisions of Minnesota law require recipients of certain social security and railroad retirement benefits to 7- take interest on the Bonds into account in determining the taxability of such benefits. Passive investment income, including interest on the Bonds, may be subject to taxation under section 1375 of the Code, and corresponding provisions of Minnesota law, for an S corporation that has accumulated earnings and profits at the close of the taxable year, if more than 25 percent of its gross receipts is passive investment income. Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds (see the following section entitled 'Qualified Tax - Exempt Obligations' for provisions relating to certain financial institutions), and Minnesota law similarly denies a deduction for such interest in the case of individuals, estates and trusts. Indebtedness may be allocated to the Bonds for this purpose even though not directly traceable to the purchase of the Bonds. Federal and Minnesota laws also restrict the deductibility of other expenses allocable to the Bonds. In the case of an insurance company subject to the tax imposed by section 831 of the Code, the amount which otherwise would be taken into account as losses incurred under section 832(b)(5) of the Code must be reduced by an amount equal to 15 percent of the interest on the Bonds that is received or accrued during the taxable year. Interest on the Bonds may be included in the income of a foreign corporation for purposes of the branch profits tax imposed by section 884 of the Code, and is included in net investment income of foreign insurance companies under section 842(b) of the Code. Because of the Code's basis reduction rules for amortizable bond premium, Bondholders who acquire Bonds at a premium may be required to recognize taxable gain upon sale of the Bonds, even if the Bonds are sold for an amount equal to or less than their original cost. THE FOREGOING IS NOT INTENDED TO BE AN EXHAUSTIVE DISCUSSION OF COLLATERAL TAX CONSEQUENCES ARISING FROM OWNERSHIP OR DISPOSITION OF THE BONDS OR RECEIPT OF INTEREST ON THE BONDS. PROSPECTIVE PURCHASERS OR BONDHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO COLLATERAL TAX CONSEQUENCES AND APPLICABLE STATE AND LOCAL TAX RULES IN STATES OTHER THAN MINNESOTA. The City will designate the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the ability of financial institutions to deduct from income for federal income tax purposes a portion of the interest expense that is allocable to tax - exempt obligations. Sections 265(a)(2) and 291 of the Code impose additional limitations on the deductibility of such interest expense. f:7_TiETeR Application for ratings of the Bonds has been made to Moody's Investors Service ( "Moody's "), 7 World Trade Center, 250 Greenwich Street, 23 "d Floor, New York, New York. If ratings are assigned, they will reflect only the opinion of Moody's. Any explanation of the significance of the ratings may be obtained only from Moody's. There is no assurance that the ratings, if assigned, will continue for any given period of time, or that such ratings will not be revised or withdrawn if, in the judgment of Moody's, circumstances so warrant. A revision or withdrawal of the ratings may have an adverse effect on the market price of the Bonds. 0 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 Bonds. 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 Bonds. CERTIFICATION The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Bonds. As of the date of the settlement of the Bonds, the Purchaser(s) 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. (The Balance of This Page Has Been Intentionally Left Blank) 9- CITY PROPERTY VALUES 2010/11 Indicated Market Value of Taxable Property: $5,421,918,927* Indicated market value is calculated by dividing the City's taxable market value of $5,356,855,900 by the 2010 sales ratio of 98.8% for the City as determined by the State Department of Revenue. Excludes mobile home valuation of $19,453,100. 2010/11 Net Tax Capacity: $61,005,594 Real Estate $60,179,825 Personal Property 825,769 Total $61,005,594 2010/11 Taxable Net Tax Capacity: $62,063,161* 2010/11 Net Tax Capacity $61,005,594 Less: Captured Tax Increment Tax Capacity (904,389) Contribution to Fiscal Disparities (5,845,456) Plus: Distribution from Fiscal Disparities 7,807 4_12 2010/11 Taxable Net Tax Capacity $62,063,161 Excludes mobile home valuation of $193,973. 2010/11 Taxable Net Tax Capacity by Class of Property Real Estate Residential Homestead $44,951,025 72A% Commercial /Industrial, Public Year Market Value Utility, and Railroad* 14,401,033 23.2 Non - Homestead Residential 1,271,776 2.1 Agricultural and Seasonal /Recreational 613,558 1.0 Personal Property 825,769 1.3 Total $62,063,161 100.0% ` Reflects adjustments for fiscal disparities and captured tax increment tax capacity. Trend of Values Levy /Payable Indicated Taxable Taxable Net Year Market Value Market Value Tax Capacity 2010/11 $5,421,918,927 $5,356,855,900 $62,063,161 2009/10 5,812,160,284 5,736,602,200 65,043,115 2008/09 6,368,568,182 6,024,665,500 67,986,992 2007/08 6,344,690,405 5,951,319,600 65,586,013 2006/07 6,283,509,020 5,642,591,100 61,829,382 ta) Indicated market values are calculated by dividing the City's taxable market value by the sales ratio as certified for the City each year by the Minnesota Department of Revenue. (b) See Appendix /// for discussion of taxable net tax capacity and the Minnesota property tax system. -10- Ten of the Largest Taxpayers in the City Taxpayer Type of Business 2010111 Taxable Net Tax Capacity Lakeville 2004 LLC Heritage Commons LLC Dakota Electric Association Argonne Investments LLC Target Corporation LTF Real Estate Company Inc. FR /CAL Interstate South LLC Walker Highview Hills LLC Southfork Apts. Ltd Partnership Muller Family Theatres of Lakeville Total Commercial Retail Utility Retail Retail Real Estate Industrial Apartments Apartments Commercial $ 333,532 327,592 310,076 259,673 256,414 248,628 226,950 220,599 191,100 190,496 $2,565,060" Represents 4.1 % of the City's 2010111 taxable net tax capacity, CITY INDEBTEDNESS Legal Debt Limit* Legal Debt Limit (3% of Taxable Market Value) Less: G.O. Debt Subject to Limit Public Facility Lease Obligations Subject to Limit Legal Debt Margin as of December 1, 2011 $160,705,677 (52,195,000 ) __J 1. 775 000 ) $106,735,677 The legal debt margin is statutorily referred to 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. To conservatively state the legal debt margin, no such offset has been used to increase the margin as shown above. (The Balance of This Page Has Been Intentionally Left Blank) 11- General Obligation Debt Supported by Taxes(a) General Obligation Debt Supported Primarily by Special Assessments Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 3 -15 -03 $14,890,000 Street Reconstruction 2 -1 -2026 $12,075,000 3 -15 -03 3,225,000 Park Refunding 2 -1 -2012 375,000(b) 11 -1 -04 14,445,000 Capital Improvements 2 -1 -2030 13,665,000 12 -1 -05 5,430,000 Street Reconstruction 2 -1 -2026 2,675,000 5 -1 -07 840,000 Public Safety Revenue 2 -1 -2014 395,000(c) 8 -1 -07 15,115,000 Capital Improvements 2 -1 -2032 13,960,000 8 -1 -07 1,690,000 Equipment Certificates 2 -1 -2012 450,000 12 -15 -07 2,810,000 Street Reconstruction 2 -1 -2028 2,605,000 12 -30 -09 4,945,000 Street Reconstruction 2 -1 -2030 4,775,000 12 -1 -11 1,220,000 Park Refunding (the Levy Portion of the Series 2011B Bonds) 4 -1 -2015 1,220 000 Total $52,195,000 (a) These issues are subject to the statutory debt limit. (b) Excludes the Series 2003E Refunded Maturities. (c) Includes the City's proportionate share of the Dakota Communications Center's $7,315,000 Public Safety Revenue Bonds, Series 2007, dated May 1, 2007, General Obligation Debt Supported Primarily by Special Assessments General Obligation Debt Supported by Tax Increment Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 2 -1 -07 $3,165,000 Improvement Refunding 2 -1 -2016 $ 955,000 8 -1 -07 1,310,000 Local Improvements 2 -1 -2018 355,000 10 -1 -08 620,000 Local Improvements 2 -1 -2019 245,000 12 -30 -09 4,250,000 Refunding 2 -1 -2020 3,425,000 12 -1 -11 2,385,000 Local Improvements (the Series 2011A Bonds) 2 -1 -2032 2.385,000 Total $7,365,000 General Obligation Debt Supported by Tax Increment -12- Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 2 -1 -07 $2,265,000 Tax Increment Refunding 2 -1 -2022 $2,085,000 2 -1 -07 820,000 Taxable Tax Increment Refunding 2 -1 -2014 385,000 12 -30 -09 930,000 Tax increment Refunding 2 -1 -2014 710.000 Total $3,180,000 -12- General Obligation Debt Supported by Enterprise Funds and State -Aid Road Funds* Public Facility Lease Obligations" Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 4 -15 -02 $2,535,000 Public Facility Lease 2 -1 -2023 $1,775,000 These bonds were issued by the Housing and .Redevelopment Authority of the City of Lakeville (the "HRA') and are paid from rental payments made by the City. The rental payments are subject tc annual appropriation and the bonds are subject to the legal debt limit. Ice Arena Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 11 -1 -04 $9,735,000 Water Revenue Refunding 2 -1 -2016 $ 4,630,000 12 -15 -07 3,675,000 State -Aid Street 4 -1 -2018 2,745,000 1 -1 -10 2,680,000 State -Aid Street Refunding 4 -1 -2020 2,455,000 12 -1 -11 665,000 State -Aid Street Refunding $10,030,000 (the State -Aid Portion of the Series 20118 Bonds) 4 -1 -2021 665,000 Total $10,495,000 Excludes the Series 2001C Refunded Maturities. Public Facility Lease Obligations" Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 4 -15 -02 $2,535,000 Public Facility Lease 2 -1 -2023 $1,775,000 These bonds were issued by the Housing and .Redevelopment Authority of the City of Lakeville (the "HRA') and are paid from rental payments made by the City. The rental payments are subject tc annual appropriation and the bonds are subject to the legal debt limit. Ice Arena Debt (a) These bonds were issued by the Housing and Redevelopment Authority of the City of Lakeville, Minnesota (the "HRA') to provide for the advance refunding of the $1,375,000 Ice Arena Lease Revenue Bonds, Series 1992. Gross revenues from the Ames Ice Arena and Lakeville Hockey Association operations are pledged to the repayment of this debt. (b) These bonds were issued through means of an operating lease - purchase agreement between the City and the HRA, and were issued to construct a third sheet of ice in a new ice arena located adjacent to McGuire Middle School. This issue will be repaid with annual appropriation lease payments to be made by the City. Pursuant to a joint powers agreement between the City and Independent School District No. 194 (Lakeville), Minnesota (the District'), the District has agreed to reimburse the City for 50% of the annual debt service payments for this issue. (c) A portion of this issue was used to refund the City's $1,135,000 General Obligation Ice Arena Bonds, Series 19978. -13- Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 4 -1 -99 $1,250,000 Recreational Facility Revenue 8 -1 -2019 $ 770,000(a) 12 -1 -06 9,230,000 Ice Arena Lease Revenue 2 -1 -2032 8,725,000(b) 10 -1 -08 775,000 Refunding 2 -1 -2015 535,000 Total $10,030,000 (a) These bonds were issued by the Housing and Redevelopment Authority of the City of Lakeville, Minnesota (the "HRA') to provide for the advance refunding of the $1,375,000 Ice Arena Lease Revenue Bonds, Series 1992. Gross revenues from the Ames Ice Arena and Lakeville Hockey Association operations are pledged to the repayment of this debt. (b) These bonds were issued through means of an operating lease - purchase agreement between the City and the HRA, and were issued to construct a third sheet of ice in a new ice arena located adjacent to McGuire Middle School. This issue will be repaid with annual appropriation lease payments to be made by the City. Pursuant to a joint powers agreement between the City and Independent School District No. 194 (Lakeville), Minnesota (the District'), the District has agreed to reimburse the City for 50% of the annual debt service payments for this issue. (c) A portion of this issue was used to refund the City's $1,135,000 General Obligation Ice Arena Bonds, Series 19978. -13- Revenue Debt (b) Includes the Series 201 IA Bonds at an assumed average annual interest rate of 2.15% (c 46.5% of this debt will be retired within ten years (d) 93.1% of this debt will be retired within ten years 14- Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 12 -1 -11 5 -1 -07 $3,955,000 Liquor Store 2 -1 -2027 $3,545,000 Annual Calendar Year Debt Service Payments Including the Bonds And Excluding the Refunded Maturities G.O. Debt Supported G.O. Debt Supported Primarily by by Taxes Special Assessments Principal Principal Year Principal & Interest Principal & Interest 2011 (at 12 -1) (Paid) (Paid) (Paid) (Paid) 2012 $ 2,710,000 $ 4,964,582 $ 985,000 $1,136,340 2013 2,380,000 4,524,424 1,230, 1,366,15 2014 2,485,000 4,546 750,000 865,487 2015 2,450,000 4,424,813 745,000 845,191 2016 2,130,000 4,016,795 755,000 838,393 2017 2,165,000 3,960,653 645,000 711,424 2018 2,295,000 3,994,994 625,000 675,386 2019 2,415,000 4,013,037 580,000 614,703 2020 2,545,000 4,033,932 345,000 368,185 2021 2,690,000 4,061,903 195,000 212,200 2022 2,825,000 4,072,371 50,000 64,663 2023 2,995,000 4,109,904 50,000 63,438 2024 3 4 50 62,138 2025 3,345,000 4,167,919 45 55,845 2026 3,530,000 4,192,875 45,000 54,551 2027 2,405,000 2,927,420 45,000 53201 2028 2,550,000 2,952,413 45,000 51,795 2029 2,490,000 2,770,299 45,000 50,344 2030 2,650,000 2,805,686 45,000 48,859 2031 965,000 1,034,028 45,000 47,340 2032 1,010,000 1,033,356 45,000 45,788 Total $52,195,0001°) $76,746,778 $7,365,000(d) $8,231,430 a) Includes the Levy Portion of the Series 2011B Bonds at an assumed average annual interest rate of 0.55% and excludes the Series 2003B Refunded Maturities, (b) Includes the Series 201 IA Bonds at an assumed average annual interest rate of 2.15% (c 46.5% of this debt will be retired within ten years (d) 93.1% of this debt will be retired within ten years 14- Annual Calendar Year Debt Service Payments Including the Bonds And Excluding the Refunded Maturities (continued) Year 2011 (at 12 -1) 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 G.O. Debt Supported by Tax Increment Principal Principal & Interest (Paid) (Paid) $ 425,000 $ 536,586 420,000 518,011 445,000 529,004 210,000 282,561 220,000 283,961 220,000 275,161 230,000 276,161 240,000 276,761 245,000 271,908 260,000 276,493 265.000 270.565 G.O. Debt Supported by Enterprise Funds and State -Aid Road Funds Total $3,180,000(b) $3,797172 $10,495,000 $15,761,905 Principal Principal & Interest (Paid) (Paid) $ 1,455,000 $ 2,222,638 1,585,000 2,305,599 1,590,000 2,249,959 1,685,000 2,291,478 1,765,000 2,307,264 780,000 1,283,484 800,000 1,277, 394 375,000 832,711 380,000 828,598 80,000 162,780 Total $3,180,000(b) $3,797172 $10,495,000 $15,761,905 -15- Public Facility Lease Obliq Ice A rena Debt Principal Principal Year Principal & Interest Principal & Interest 2011 (at 12 -1} (Paid) (Paid) (Paid) (Paid) 2012 $ 110,000 $ 198,393 $ 320,060 $ 765,710 2013 115,000 198,048 340,000 773,505 2014 125,000 202,225 360,000 780,219 2015 130,000 200,913 52.0,000 925,864 2016 135 nnn 199,2 415,000 800,4 2017 140,000 197,325 470,000 834,980 2018 150,000 199,894 505,000 847,027 2019 155,000 196,981 525,000 842,480 2020 165,000 198,581 370,000 661,987 2021 175,000 199,656 390,000 664,887 2022 185,000 200,114 415,000 671,775 2023 190,000 195,083 435,000 672,650 2024 450,000 667,737 2025 470,000 667,037 2026 495,000 670,325 2027 520,000 672,162 2028 545,000 672,534 2029 575,000 676,634 2030 605,000 679,347 2031 635,000 680,672 2032 67 9 , Q90 6 85,494 Total $1,775,000(c) $2,386,501 $10,030,000(d) $15,313,516 (a) Includes the State -Aid Portion of the Series 2011B Bonds at an assumed average annual interest rate of 1.45% and excludes the Series 2001C Refunded Maturities. (b) 91.7% of this debt will be retired within ten years. (c) 78.9% of this debt will be retired within ten years. (d) 42.0% of this debt will be retired within ten years. -15- Annual Calendar Year Debt Service Payments Including the Bonds And Excluding the Refunded Maturities (continued) 53.2% of this debt will be retired within ten years, Equipment Leases In 2005, the City entered into an equipment -lease purchase agreement to finance the acquisition of dehumidification equipment for the Lakeville Ice Arena with semiannual payments of $6,536 due from August 1, 2006 to February 1, 2021. Metropolitan Council Loan Agreement The City entered into a loan agreement with the Metropolitan Council on February 21, 2006 in the amount of $1,466,300 to finance the acquisition of property for a commuter vehicle park and pool lot. The loan is interest -free and will be discharged by the Metropolitan Council at an undetermined future date. 16- Revenue Debt Principal Year Principal & Interest 2011 (at 12 -1) (Paid) (Paid) 2012 $ 150,000 $ 323,500 2013 160,000 325,750 2014 165,000 322,625 2015 175,000 324,125 2016 180,000 320,250 2017 190,000 321,000 2018 200,000 321,250 2019 210,000 321,000 2020 220,000 320,250 2021 235,000 323,875 2022 245,000 321,875 2023 255,000 319,375 2024 270.000 321,250 2025 285,000 322,375 2026 295,000 317,875 2027 310,000 317,750 Total $3,545,000' $5,144,125 53.2% of this debt will be retired within ten years, Equipment Leases In 2005, the City entered into an equipment -lease purchase agreement to finance the acquisition of dehumidification equipment for the Lakeville Ice Arena with semiannual payments of $6,536 due from August 1, 2006 to February 1, 2021. Metropolitan Council Loan Agreement The City entered into a loan agreement with the Metropolitan Council on February 21, 2006 in the amount of $1,466,300 to finance the acquisition of property for a commuter vehicle park and pool lot. The loan is interest -free and will be discharged by the Metropolitan Council at an undetermined future date. 16- Indirect Debt Debt Applicable to 2010/11 Taxable G.O. Debt Tax Capacity in the City Taxing Unit Net Tax Capacity As of 12- 1 -11 Percent Amount Dakota County $ 442,458,878 $ 58,115,000(c) 14.0% $ 8,136,100 ISD No. 192 (Farmington) 29,819,510 213,164,000 19.2 40,927,488 ISD No. 194 (Lakeville) 65,740,830 177,261,858(d) 72.4 128,337,585 ISD No. 196 (Rosemount - Apple Valley- Eagan) 160,243,087 120,794,864 5.5 6,643,718 Metropolitan Council 3,312,664,247 314,465,000( 1.9 5,974 835 Total $190,019,726 (a) Only those units with general obligation debt outstanding are shown here. (b) Excludes tax and aid anticipation certificates and general obligation debt supported by revenues. Includes annual appropriation lease revenue debt. °) includes Dakota County's proportionate share (originally $510,000) of the Dakota Communications Centers $7,315,000 Public Safety Revenue Bonds, Series 2007. (d) Excludes the outstanding principal amount of the City of Lakeville Housing and Redevelopment Authority's $9,230,000 Lease Revenue Bonds (Ice Arena Project), Series 2006, of which 50% of the debt service is paid by Independent School District No 194, pursuant to a joint powers agreement. This debt has already been included under the City's debt totals in its entirety. (e) Excludes genera! obligation debt supported by wastewater revenues, 911 user fees, and housing rental payments. Includes general obligation grant anticipation notes, certificates of participation, and debt supported by transit district taxes. Debt Ratios* G.O. G.O. Indirect & Direct Debt Direct Debt To 2010/11 Indicated Market Value ($5,421,918,927) 1.19% 4.69% Per Capita (55,954 -- 2010 U.S. Census Bureau) $1,153 $4,549 Excludes general obligation debt supported by enterprise funds and state -aid road funds, ice arena debt, revenue debt, equipment leases, and the Metropolitan Council Loan Agreement. Includes public facility lease obligations. -17- CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates for a City Resident in Independent School District No. 194 (Lakeville) 2010/11 For 2006/07 2007/08 2008/09 2009/10 Total Debt Only Dakota County(a) 25.127% 25.184% 25.821% 27.269% 29.149% -0- City of Lakeville/') 31.583 34.195 33.973 36.624 38.250 7.346% ISD No. 194 (Lakeville)(c) 25.252 26.272 27.062 27.714 32.138 21.981 Special Districts(d) 5.024 4.996 4.916 4.987 5.199 1.424 Total 86.986% 90.647% 91.772% 96.594% 104.736% 30.751% e) Dakota County also has a 2010111 tax rate of 0.00537% spread on the market value of property in support of debt service. (') The City also has a 2010111 tax rate of 0.00803% spread on the market value of property in support of debt ser vice. (e) Independent School District No. 194 (Lakeville) also has a 2010111 tax rate of 0.19241 % spread on the market value of property in support of an excess operating levy. (d) .Special districts include Metropolitan Mosquito Control, Metropolitan Council, Metropolitan Transit District, the Dakota County Community Development Agency, the Light Rail Authority, and the Vermillion River Watershed District. 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 Ill. Tax Levies and Collections Collected During Collected and /or Abated Net Collection Year as of 3 -31 -11 Levy /Collect Levy Amount Percent Amount Percent 2010111 $21,177,265 (In Process of Collection) 2009/10 20,785,640 $20,437,282 983% $20,520,892 98.7% 2008/09 20463,299 20,022,607 97.8 20,364,056 99.5 2007/08 20,194,972 19,811,776 98.1 20,169 99.9 2006/07 17,671,616 17,361,742 98,2 17,661,491 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 the tax capacity rates. See Appendix Ill. FUNDS ON HAND As of August 31, 2011 Funds Cash and Investments General $ 7,767 Special Revenue 898,346 Debt Service: G.O. Supported by Taxes 2,683,098 G.O. Supported by Special Assessments 694,216 G.O. Supported by Tax Increment 364,243 G.O. State -Aid Road Bonds 14,408 Public Facility Lease Obligations 217,300 Ice Arena Revenue 765,138 Capital Projects 14,801,286 Liquor 6,404,176 Utility 9,656,563 Internal Service 1,058,026 Escrow 5.596.196 Total $50,920,799 1 4@16 UID i Investment Policy Investments shall be undertaken so as to insure the preservation of capital in the overall portfolio. Safety of principal is the foremost objective. Liquidity and yield are also important considerations. It is essential that money is always available when needed; therefore, the City's investment goal is to maximize yield 'while scheduling maturity dates to coincide with expenditure needs. The City's investment portfolio shall be designed to attain a market - average rate of return during budgetary and economic cycles, taking into account the City's investment risk constraint and the cash flow characteristics of the portfolio. All participating in the investment process shall seek to act responsibly as custodians of the public trust. Investment officials shall avoid any transaction that might impair public confidence in the City's ability to govern effectively. Investment Procedures Cash management is essential to the City's investment program. The Finance Department has responsibility to organize and establish procedures for effective cash management, based on the following guidelines: 1. Each morning, cash balances will be prepared based on cash received the previous day, warrants paid the previous day and sizable checks or wire transfers that present investment opportunity. 2. Each morning, the investment records will be reviewed and updated as investments mature or are purchased. 3. Each month, the investment records will be balanced to the financial records. Current Investments As of August 31, 2011, the City's portfolio had a book value of $49,163,770 versus a cost to the City of $49,390,842. The composition of the portfolio was as follows: 4.2% in money market funds, 14.3% in certificates of deposit and 81.5% held in government agency securities. The portfolio had a maturity schedule as follows: Year Cost Percent of Total Censu Year Liquid $ 2,048,918 4.2% 2011 5,768,151 11.7 2012 12,877,371 26.2 2013 7,381,855 15.0 2014 2,368,866 4.8 2015 5,594,970 11A 2016 5,204,674 10.6 2017 -2023 7,918,965 16.1 Total $49,163,770 100.0% GENERAL INFORMATION CONCERNING THE CITY The City of Lakeville is located in southern Dakota County, approximately 20 miles south of downtown Minneapolis and St. Paul. The area of the City is approximately 38 square miles. The following chart shows Lakeville's population growth since 1970: = As a part of the Minneapolis -Saint Paul metropolitan area, Lakeville's labor market is drawn from many of the surrounding communities; and, conversely, many City residents commute to other areas of the Minneapolis -Saint Paul metropolitan area for work. -20- Percentage of Censu Year Population Increase in Population 2010 55,954 29.7% 2000 43,128 73.5 1990 24,854 68.0 1980 14,790 951 1970 7,556 NIA = As a part of the Minneapolis -Saint Paul metropolitan area, Lakeville's labor market is drawn from many of the surrounding communities; and, conversely, many City residents commute to other areas of the Minneapolis -Saint Paul metropolitan area for work. -20- Major employers located in the City of Lakeville are listed below: Employer Independent School District No. 194 (Lakeville) Ryt -Way Industries, Inc. ConAgra Store Brands Despatch Industries, Inc. Target Imperial Plastics, Inc. Fleet Farm City of Lakeville Menasha Corporation Jeff Belzers Chev - Dodge -Kia Image Trend National Polymers, Inc. Hearth & Home Technologies, Inc. Verified Credentials, Inc. Carquest Distribution Center Product/Service Approximate Number of Employees Public education 1,475 Food service contractors 682 Breakfast cereal manufacturing 450 Industrial furnace and oven manufacturing 348 Retail 275 Plastics material and resin manufacturing 247 Retail 225 City government 199 Corrugated box manufacturing 185 Auto dealership 119 Computer programming 110 Plastics material and resin manufacturing 100 Fireplaces /metal work 95 Credit bureau 95 General warehousing and storage 72 Source: Telephone survey of individual employers, October 2011. Labor Force Data Auqust 2011 August 2010 ___ Civilian Unemployment Civilian Unemployment Labor Force Rate Labor Force Rate City of Lakeville 31,703 6.0% 31,600 6.6% Dakota County 234,402 6.5 233,550 7.0 State of Minnesota 3,009,794 6.7 2,987,825 7.0 Source: Minnesota Department of Employment and Economic Development, hdL. i nnesota.coml . 2011 data are preliminary. Commerce and Industry Commercial and industrial property comprises 19.6% of the City's tax base. The City's retail and commercial development is concentrated in seven areas. Those locations are: the Southfork area near Interstate 35 and County Road 50 (Kenwood Trail); the Fairfield Business Campus and McStop area located near Interstate 35 and County Road 70 (210" Street); the downtown area at County Road 50 (Kenwood Trail) and 207` Street; Lakeville Crossing at County Road 23 (Cedar Avenue), just south of County Road 46 (160" Street), Timbercrest at Lakeville located at Interstate 35 and County Road 60 (185' Street); Crossroads of Lakeville located at County Road 23 (Cedar Avenue) and County Road 9 (Dodd Boulevard); and Heritage Commons located at County Road 50 (Kenwood Trail) and County Road 9 (Dodd Boulevard). -21- Recent and Proposed Development In 2010, the City Council approved five residential final plats totaling 80 single family lots. The Spirit of Brandtjen Farm 5` and 6` additions totaled 22 single family lots; Fieldstone Creek W h Addition consisted of 14 single family lots; Jamesdale Estates 2 nd Addition consisted of 24 single family lots; and Quail Ridge Third Addition consisted of 20 single family lots. As of September 30, 2011, the City Council has approved five residential final plats totaling 122 single family lots and two senior housing projects totaling 194 units. Of the 122 final platted single family lots, 69 involved the re- platting of vacant townhome unit lots into single family lots with reduced lot size and building setback requirements as allowed by a major amendment to the City's Zoning Ordinance that was approved in 2010 and that was based upon feedback received from residential developers. There are two more residential final plats that could be approved by the City Council in 2011 totaling an additional 51 single family lots. Construction has begun on one of the senior housing projects approved in 2011, The Fountains at Hosanna, which totals 93 units consisting of 22 independent living units, 45 assisted living units, 24 memory care units, and 2 guest suites. The estimated construction cost for this project is $12.5 million. Construction has not yet begun on the approved Kingsley Shores senior living project, which totals 101 units consisting of 23 independent living units, 46 assisted living units, and 32 memory rare units. The Malt -O -Meal Company acquired an existing 83,000 square -foot office building in the City in October 2009, located in the Fairfield Business Campus, where they currently have over 220 employees in Lakeville. Malt -O -Meal also acquired an adjacent 5 acres of undeveloped land that will allow for future expansion of this facility, as well as the possible relocation of additional corporate staff_ ImageTrend, a local software development company, purchased 3.4 acres of land from the City adjacent to the company's existing 35,000 square -foot office building in 2009. The land will accommodate the construction of up to 50,000 square feet of additional office space over the next four years. A 24,000 square -foot expansion to their existing building is currently under construction. This will result in the creation of up to 100 additional jobs for the company, bringing the total employment to approximately 225 people. FR /CAL Interstate South LLC is developing a new industrial park called First Park Lakeville located east of Dodd Boulevard, south of County Road 70. At full build out, First Park Lakeville will comprise up to 1.4 million square feet of industrial warehouse and manufacturing space on approximately 140 acres in southern Lakeville. First Industrial completed a 285,000 square -foot warehouse distribution facility occupied by Uponor in April 2009. FR /CAL Interstate South LLC developed a 282,000 square -foot warehouse distribution building that is being marketed for lease. 163,000 square feet of this distribution warehouse was recently leased by Computer Sciences Corporation and will employ approximately 35 people. Walmart is constructing a new 152,000 square -foot store on Keokuk Avenue near the County Road 70/1 -35 interchange, which is scheduled to be completed in the fall of 2012. Stonehenge Development is currently building a new 20,000 square -foot store that will be leased to Goodwill. This new commercial retail building is located on Kenrick Avenue south of Kenwood Trail. Future Growth and Development On May 17, 2010, the City Council approved major amendments to the zoning and subdivision ordinances and the zoning map. The amendments followed the City Council's approval of an -22- update to the Comprehensive Plan on December 1, 2008. The 2008 Comprehensive Plan is a guide for community growth and development for the next 20 years. The 2008 Comprehensive Plan includes updates to the Land Use Plan, Transportation Plan, the Sanitary Sewer Plan, Storm Sewer Plan, Water Plans, and the Parks, Trails and Open Space Plan. The Comprehensive Plan is updated every 10 years. The zoning and subdivision ordinances and the zoning map were amended to be consistent with the 2008 Comprehensive Plan. The City is reliant upon regional sanitary sewer and the allocation of Metropolitan Urban Service Area (MUSA) from the Metropolitan Council for future urban growth. To accommodate the City's forecasted 2030 growth, the City has allocated its MUSA in three stages: MUSA Expansion Areas A (2010 or thereafter) and B (2015 or thereafter), and the Urban Reserve (2020 or thereafter). As of September 30, 2011, there were 542 single family lots and 62 townhome unit lots that have been preliminary platted but not yet final platted and developed. In addition, there were 432 vacant single family lots and 311 vacant townhome unit lots that have been final platted but not yet built upon. A total of 1,831 acres of vacant, unplatted residentially zoned land is available in the City within the current MUSA (this acreage does not include the Spirit of Brandtjen Farm planned unit development). In the Fall of 2011, the City will begin a study of Staged MUSA Expansion Areas A and B to determine whether to bring additional land into the current MUSA. Building Permit Summary Beginning in 2004, the total permits include electrical permits Financial Institutions Financial institutions located within the City include Anchor Bank, Bank of the West, Kleinbank, Lakeview Bank, M &I Marshall and Ilsiey Bank, New Market Bank, Wells Fargo Bank, Provincial Bank, Sterling State Bank, U.S. Bank, TCF National Bank, Affinity Pius Credit Union, Citizens Bank, Bremer Bank, Guaranty Bank, Inter Bank, and Merchants Bank. Education The City is served by three independent school districts: Independent School District No. 192 (Farmington), Independent School District No. 194 (Lakeville), and Independent School District No. 196 (Rosemount -Apple Valley- Eagan). Nine elementary schools, three middle schools, and two high schools are located in the City. Two private elementary schools are also located in the City. -23- Number of Residential Total Permits' Dwelling Units Number Value N umber Value 2011 'to 9 -30) 3,096 $ 53,887,883 193 $ 43,138,000 2010 4,017 54,308,186 140 38,718,000 2009 3,955 72,782,473 174 41,010,000 2008 4,692 125,760,060 416 71,312,000 2007 7 140,258,386 378 72,128,000 2006 7,515 173,001,636 444 101,174,955 2005 6,617 195,256,366 665 131,774,000 2004 8,192 239,918,385 906 160,871,000 2003 4,913 250,107,516 787 149,604,000 2002 4,781 167,142,360 691 126,154,000 Beginning in 2004, the total permits include electrical permits Financial Institutions Financial institutions located within the City include Anchor Bank, Bank of the West, Kleinbank, Lakeview Bank, M &I Marshall and Ilsiey Bank, New Market Bank, Wells Fargo Bank, Provincial Bank, Sterling State Bank, U.S. Bank, TCF National Bank, Affinity Pius Credit Union, Citizens Bank, Bremer Bank, Guaranty Bank, Inter Bank, and Merchants Bank. Education The City is served by three independent school districts: Independent School District No. 192 (Farmington), Independent School District No. 194 (Lakeville), and Independent School District No. 196 (Rosemount -Apple Valley- Eagan). Nine elementary schools, three middle schools, and two high schools are located in the City. Two private elementary schools are also located in the City. -23- Lakeville residents and businesses have access to a number of post- secondary programs and institutions, many of which provide customized training programs for local companies. Inver Hills Community College and Dakota County Technical College are located minutes away, while the Minneapolis /Saint Paul metropolitan area offers a variety of colleges, universities and vocational schools. GOVERNMENTAL ORGANIZATION AND SERVICES Lakeville has been a municipal corporation since 1967 and became a statutory City on January 1, 1974. The City's governing body consists of a Mayor and four Council members, all elected at large. The Mayor serves a two -year term of office and Council members serve overlapping four -year terms. The present Mayor and Council members are: Mr. Steven C. Mielke is the City Administrator and has served in this capacity since June 2004. The City Administrator is responsible for the daily management of City business and the administration of policy as directed by the Council. He was previously the City Manager for the City of Hopkins, Minnesota. Mr. Mielke has 23 years of experience in local government. The City's Finance Director, Mr. Dennis Feller, has been with the City in that capacity since 1977. Mr. Feller has a Bachelor of Science degree in accounting, with minors in mathematics and data processing from Bemidji State University. He is an active member and past President of the Minnesota Government Finance Officers Association. Ms. Charlene Friedges has been the City Clerk since September 1989 and is currently an officer with the Minnesota Clerks and Finance Officer's Association. Mr. David L. Olson is the Community and Economic Development Director, a position he formerly held in Farmington, Minnesota. The City's full -time equivalent employment is 199 persons. Public Utilities The City provides water and sewer facilities to a majority of its residential areas. The City's present water system includes 17 wells and eight water storage facilities with a total capacity of 8.5 million gallons. The City's water treatment plant has a production capacity of 20 million gallons of water per day. The Metropolitan Council Environmental Service completed expansion in 2008 of the Empire plant which increases the plant's capacity to 48 million gallons per day. The plant meets discharge standards. Lakeville's daily use of the plant is approximately 4.0 million gallons per day of the total capacity. -24- Expiration of Term Mark Bellows Mayor December 31, 2012 Laurie Rieb Member December 31, 2012 Kerrin Swecker Member December 31, 2012 Matt Little Member December 31, 2014 Colleen Ratzlaff LaBeau Member December 31, 2014 Mr. Steven C. Mielke is the City Administrator and has served in this capacity since June 2004. The City Administrator is responsible for the daily management of City business and the administration of policy as directed by the Council. He was previously the City Manager for the City of Hopkins, Minnesota. Mr. Mielke has 23 years of experience in local government. The City's Finance Director, Mr. Dennis Feller, has been with the City in that capacity since 1977. Mr. Feller has a Bachelor of Science degree in accounting, with minors in mathematics and data processing from Bemidji State University. He is an active member and past President of the Minnesota Government Finance Officers Association. Ms. Charlene Friedges has been the City Clerk since September 1989 and is currently an officer with the Minnesota Clerks and Finance Officer's Association. Mr. David L. Olson is the Community and Economic Development Director, a position he formerly held in Farmington, Minnesota. The City's full -time equivalent employment is 199 persons. Public Utilities The City provides water and sewer facilities to a majority of its residential areas. The City's present water system includes 17 wells and eight water storage facilities with a total capacity of 8.5 million gallons. The City's water treatment plant has a production capacity of 20 million gallons of water per day. The Metropolitan Council Environmental Service completed expansion in 2008 of the Empire plant which increases the plant's capacity to 48 million gallons per day. The plant meets discharge standards. Lakeville's daily use of the plant is approximately 4.0 million gallons per day of the total capacity. -24- Other Services The City's Police Department consists of 52 full -time officers and 15 police reservists The Fire Department has four stations and is served by 85 trained volunteers. The City has a fire rating of 4 for insurance purposes. This results in a significant reduction of fire insurance premiums for commercial and industrial buildings and apartments. Additional City facilities include 62 public parks (which include 40 playgrounds), 18 conservation areas, three municipal swimming beaches, six outdoor ice rinks (fully boarded), 3 indoor ice rinks, and approximately 100 miles of paved trails and sidewalks. The City operates three liquor stores that are located adjacent to major highways. The two facilities located at County Road 46 (160" Street) and Kenrick Avenue and at County Road 46 (160th Street) and Galaxie Avenue are owned by the City; retail space for the store located at County Road 50 (Kenwood Trail) and Dodd Boulevard is leased. Liquor store sales increased $162,071 0 off -site liquor operations if the City owns before transfers was $1,255,927 in 2010. .1 %) in 2010. Minnesota Statutes prohibit private and operates a municipal liquor store. Net income Employee Pensions Employees of the City are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund (GERF) and the Public Employees Police and Fire Fund (PEPFF), which are cost - sharing multiple - employer retirement plans. GERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated Plan members are covered by Social Security and Basic Plan members are not. All new members must participate in the Coordinated Plan. All police officers are covered by the PEPFF. The City's contributions to the GERF for the years ended December 31, 2010, 2009, and 2008 were $583,884, $578,225, and $575,007, respectively. The City's contributions to the PEPFF for the years ended December 31, 2010, 2009, and 2008 were $621,658, 602,343, and $524,673, respectively. The City's contributions were equal to the contractually required contributions for each year as set by statute. Other Post - Employment Benefits The Governmental Accounting Standards Board (GASB) has issued Statement No. 45, Accounting and Financial Reporting by Employers for Post - employment 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" ). The City operates a single - employer defined benefit plan that provides medical and dental insurance to eligible employees through the City's health insurance plan. The City currently finances the plan on a pay -as- you -go basis. During the fiscal year ended December 31, 2010, the City contributed $9,809 to the plan. -25- Components of the City's annual OPEB cost, the amount actually contributed to the plan, and the changes in the City's net OPEB obligation for fiscal year ended December 31, 2010 are as follows: Annual required contribution $42,474 Interest on net OPEB obligation 2,625 Adjustment to annual required contribution (3 652 Annual OPEB cost (expense) $41,447 Contributions made (9,809 Increase in net OPEB obligation $31,638 Net OPEB obligation — beginning of year 65,561 Net OPEB obliaation — end of year $97 x99 According to the City's most recent actuarial valuation date (January 1, 2008), the City's unfunded actuarial accrued liability (UAAL) was $290,424. For more information concerning the City's OPEB obligation, please reference the City's Comprehensive Annual Financial Report as of December 31, 2010, an excerpt of which is included as Appendix 1V to this Official Statement. (The Balance of This Page Has Been Intentionally Left Blank) 26- General Fund Budget _27_ 2010 2011 2012 Actual Amended Proposed Revenues: General Property Taxes $16 $16,145,897 $16,428,368 Licenses and Permits 992,379 1,131,081 972,953 Intergovernmental 1,113,285 961,415 577,843 Charges for Services 1,421,855 1,221,772 1,526,681 Court Fines 295,496 294,026 279,301 Investment Income 96,958 125,175 91,795 Miscellaneous 105,201 81,707 58,857 Total Revenues $20,320,341 $19,961,073 $19935,798 Expenditures Mayor arid Council $ 103,332 $ 92,708 $ 94,724 Committees and Commissions 79,337 84,491 66,403 City Administration 312,699 323,496 321,527 City Clerk 155,018 114 179,068 Legal Counsel 63,109 65,132 65,132 Planning 391,618 351,780 343,905 Community and Economic Development 269,748 271,042 325,178 Inspections 857,174 932,927 807,068 General Government Facilities 456,725 498,274 487,404 Finance 548,996 570,747 615,15^; Information Systems 440,680 461,755 482,719 Human Resources 300,878 304,:89 361,001 Insurance 278,698 289,532 223,275 Police 8 8,531,571 8,610,268 Fire 1,236,489 1,300,175 1,339,446 Engineering 679,170 755,755 729,346 Streets 2,523,155 2,445,319 2,576,134 Parks 2,027,592 2,159,309 2,186,655 Recreation 576,370 597,729 599,778 Arts Center 434,585 439,999 445,355 Other - 211,864 344,550 Total Expenditures $19,783j78 $20,803,062 $21204 087 Other Financing Sources (Uses) Transfer from Other Funds $ 637,831 $ 655,652 $ 680,253 Transfer to Other Funds (2,985,791 -- -- Total Other Financing Sources (Uses) J(2 347 960 $ 655,652 $ _ 680,253 Net Change in Fund Balance (1,810,797) (186,337) (588,036) Fund Balance, January 1 $11 206,725 $ 8,615 197 $ 9,568 978 Fund Balance, December 31 $ 9.395 928 $ 28860 $ 8 980 942 _27_ F_1adANAi7 PROPOSED FORMS OF LEGAL OPINIONS City of Lakeville, Minnesota [Original Purchaser] Re: $ 7 ,:85,000 General Obligation Improvement Bonds, `series 2011 A City of Alexandria, Minnesota Ladies and Gentlemen: As Band Counsel in connection with the authorization, issuance and sale by the City of Lakeville, Minnesota (the "City" T. of the obligations described above, dated, as originally issued, as of , 2011 (the "Bonds "), we have examined certified copies of certain proceedings taken, and certain affidavits and certificates furnished, by the City in the anrhnniz anon, sale and xcuance of the Bonds including the form of the Bonds As to questions of fact material to our opinion, we have assumed the authenticity of and relied upon the proceedings, affidavits and certificates furnished to as without undertaking To verify the same by independent investigroon. from our examination of such proccedm , s, affidavits and certificates and on the basis of existing law, it is ow opinion that: I. 'I - lie Bonds are valid and binding general obligations of the City. enforceable in accordance with their terms. 2. 'The principal of and interest on the Bonds are payable from special assessments heretofore levied or to be levied on property specially benefited by the improvements financed by the Bonds, which have been pledged and appropriated for this purpose, and ad valorem taxes to be levied on all taxable property within the City, but if necessary for payment thereof, additional ad valoc-n taxes are required be law to be levied on all taxable property within the City, which taxes are not subject to any limitation as to rate or amount. 3.. Interest on the Bonds (a) is not includable in gross income for federal income tax purposes ce in taxable net income of mdividaals_ estates or trusts for Minnesota income fax purposes, (b) r, includable in taxable income of cceporanons and finan_r.J r. snufti ns for pa. of the ^Munnesot. f.u,u) ise t (c) snot n tern o` tax prefe.+.ence for federal or M.unesorx alternative mmi ,rm tae: purposes; and (d) is included in adjusted current earnings for purposes of the federal altemat ve minimum tax imposed on corporations. 4. 'The City has designated the Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), and financial institutions described in Section 265(6)($) of the Code may treat the Bonds for purposes of Sections 265(b)(2) and 291(e)(l)(B) of the Code as if they were acquired on August 7, 1986. The opinions expressed in paragraphs 1 and 2 above are subject, as to enforeeabildv. to the effect of any state or federal laws relating to bankruptcy, insolvency, reorganization, moratorium or creditors' rights and the application of equitable principles, whether considered at law or in equity. The opinions expressed in paragraphs 3 and 4 above are subject to the condition of the City's complianec with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon may be, and continue to be, excluded from gross income for federal income tax purposes and that the Bonds be and continue to be qualified tax - exempt obligations. `the City has covenanted to comply with these continuing requirements. Its failure to do so could result in the inclusion of interest on the Bonds in federal gross income and in Minnesota taxable net income. retroactive to the date of issuance of the Bonds. Except as stated in this opinion, we express no opinion regarding federal, state or other tax consequences to holds of the Bonds. We have not been engaged, and have not undertaken, to review the accuracy, completeness or sufficiency of any offering materials relating to the Bonds, and, accordingly, we express no opinion with respect thereto. Dated this day of 1 201 1. Very truly yours, 1 -1 )) [DORSEY City of Lakeville, Minnesota [Purchaser] Re: $1,885,000 General Obligation Refunding Bonds, Series 201 IB City of Lakeville, Minnesota Ladies and Gentlemen: As Bond Counsel in connection with the authorization, issuance and sale by the City of Lakeville, Minnesota (the City), of the obligations described above, dated, as originally issued, as of , 201 1 (the Bonds), we have examined certified copies of certain proceedings taken, and certain affidavits and certificates famished, by the City in the authorization, sale and issuance of the Bonds, including the form of the Bonds. As to questions of fact material to our opinion, we have assumed the authenticity ofand relied upon the proceedings, affidavits and certificates furnished to us without undertaking to verify the same by independent investigation. From our examination of such proc¢ccuuis, affida:v is nd cei ti arcs , in(i on the basis of exisnliQ law, 7 is ow opunor, that terms fhe Bonds are valid and binding general obligations of the City, enforceable in accordance with their 2. The principal of and interest on the Bonds are payable from allocations expected to be received by the City from the State of Minnesota Department of Transportation and from ad valorem taxes heretofore duly levied on all taxable property in the City, which have been pledged and appropriated for this purpose, but if necessary for payment thereof, additional ad valorem taxes are required by law to be levied on all such property, which taxes are not subject to any limitation as to rate or amount. 3. Interest on the Bonds (a) is not includable in gro income for federal m(.ome tax purposes or in taxable net income of individuals- estates or trusts for Minnesota income tax purposes; (b) is includable in taxable income of corporations and financial institutions for purposes of the Minnesota franchise tax; (e) is not an item of tax preference includable in alternative minimum taxable income for purposes of the federal alternative minimum tax applicable to all taxpayers or the Minnesota alternative minimum tax applicable to individuals, estates and trusts; and (d) is includable in adjusted current earnings of corporations in determining alternative minimum taxable income For purposes of federal and Minnesota alternative minimum taxes. 4. "Fhe City has designated the Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), and financial institutions described in Section 265(b)(5) of the Code may treat the Bonds for purposes of Sections 265(6)(2) and 291(e)(I )(B) of the Code as if they were acquired on August 7, 1986. The opinions expressed in paragraphs 1 and 2 above are subject, as to enforceability, to the effect of any state or federal laws relating to bankruptcy, insolvency, reorganization, moratorium or creditors' rights and the application of equitable principles, whether considered at law or in equity. The opinions expressed in paragraphs 3 and 4 above are subject to the condition of the City's compliance with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon may be, and continue to be, excluded from gross income for federal income tax purposes and that the Bonds be and continue to be qualified tax - exempt obligations fhe City has covenanted to comply with these continuing requirements. Its failure to do so could result in the inclusion of interest on the Bonds in federal gross income and in Minnesota taxable net income, retroactive to the date of issuance of the Bonds. Except as stated in this opinion, we express no opinion regarding federal, state or other tax consequences to holders of the Bonds. We have not been asked, and have not undertaken, to review the accuracy, completeness or sufficiency of any offering materials relating to the Bonds, and, accordingly, we express no opinion with respect thereto. Dated this day of 2011 Very truly yours, 1 -2 CONTINUING DISCLOSURE COVENANTS Continu Disclosure (a) Ru pose and Benefici 'To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2- 12 promulgated by the SF(' under the Securities Exchange Act of 1934 (17 C P.R. § 240.15c2 -12), relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section onstitute a default under the Bonds c under any other prov of this resolution A used en this section, Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the Bonet for federal income tax purposes. (b) information _To B Disclosed 'The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (I ) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2011- the following 'financial information and operating data in respect of the City (the Disclo, rue Information): (A) the audited financial statements of the City for such fiscal year, prepared in accordance with the governmental accounting standards promulgated by the Governinental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and tine effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City, and (B) to the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under headings: City Property Values; City indebtedness; and City Tax Rates, Levies and Collections. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format 11 -1 required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been filed with the SEC or have been made available to the public on the Internet Web site of the Municipal Securities Rulemaking Board (`MSRB "). the City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided it the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this .section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) in a timely manner not in excess of ten business days after the occurrence of the event, notice. c F 'ne occurence of any of the following events (each a "Material Fact"): (A) Principal and interest payment delinquencies; (B) Non - payment related defaults, if material: (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions. the issuance by the Internal Revenue Service of pr'oposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5 -1'EB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of tine security: (G) Modifications to rights of security holders, ifmateriaL . (H) Bond calls r` material, and tender offers; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or similar event of the obligated person; (M) The consummation or a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material. As used herein, for those events that must be reported if material, an event is "material' if it is an event as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, an event is also "material' if it is an event that would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. WA For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or„ ovcrinnental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (C) the termination of the obligations of the City under this section pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial 4 tenlcias constituting a portion of the Disclosure hiformation .arc prepared; and (F) any change in the fiscal year of the City. (c) Mangier of Dis closure . (1) The City agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shalt be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Tc_ lmezu rt trtpn. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) "this section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or starts of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have 11 -3 complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rude as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION (effective through levy year 2010 /payable year 2011) Following is a summary of certain statutory provisions effective through levy year 2010 /payable year 2011 relative to tax levy roc�d payment procedures ± y y p ,;res, tax pay,,, and credit and he 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." 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. 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 (112) 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 III -1 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 far 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 renters 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. 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. III -2 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. & 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. 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. III -3 STATUTORY FORMULAE: CONVERSION OF TAXABLE MARKET VALUE (TMV) TO NET TAX CAPACITY FOR MAJOR PROPERTY CLASSIFICATIONS Property Type Residential Homestead (1a) Up to $500,000 Over $500,000 Residential Non - homestead Single Unit Up to $500,000 Over $500,000 1 -3 unit and undeveloped land (4b1) Market Rate Apartments Regular (41a1) Low - Income (4d) Commercial /Industrial /Public Utility (3a) Up to $150,000 Over $150,000 Electric Generation Machinery Commercial Seasonai Residential Homestead Resorts (1c) Up to $600,000" $600,000 - $2,300,000' Over $2,300,000 Seasonal Resorts (4c) Up to $500,000 Over $500,000 Non - Commercial (4cl) Up to $500,000 Over $500,000 Disabled Homestead (1b) , Up to $50,000° $50,000 to $500,000 Over $500,000 Agricultural Land & Buildings Homestead (2a) Up to $500,000 Over $500,000 Remainder of Farm Up to $1,240,000 Over $1,240,000 Non- homestead (2b) ' Subject to the State General Property Tax. Exempt from referendum market value tax. 2008 legislative increases. ° 2010 legislative increases. Local Tax Local Tax Local Tax Local Tax Local Tax Payable Payable Payable Payable Payable 2007 2008 2009 201 2014 1.00% 1.00% 1.00% 1,00% 1.00°% 1.25% 1.25% 1.25% 1.25% 1,25% 1.00% 1.00% 1.00% 1.00°% 1.00°% 1.25% 125°% 1.25% 1.25% 1.25% 1.25% 1.25 % /o 1 1,25%% 1.25% 1.25'% 1.25% 1.25% 1.25% 1.25% 1.25%% 015%% 075% O.75% 0.75% 0.75% 1.50% 1.50% %' 1.50° % 1.50%/0' 1.50 % 2,00°/% 2.00%' 2.00% %' 2.00 % 2 -00 %' 2,00% 2.00°% 2.00%% 200% 2.00% 0.55% 0.55% 0.55% 0' 0o% 0 -50% i.00%% 1.00% 1.00% 1.00°% 1.00% 125% 1.25 %' 1.25 % 1 -25% %' 1.25 %' 1.00% 1.00 %� 1.0o 1.00 %' 1.25% /+, ?.25 %' 1.25 %' 1.25%x' 125%' 1.o0% %' 1 % 1.00% % ,00 L00 %' 1.25 %' 1.25% %" 1.25°/%' r 12.5 %' ` 1 25% 0.45 % 0.45°% 0.45% 0.45"% 045% 1.00%% 1.00% 1.00% 1.00% i 00% 1.25% 1.25% 1.25% 1.25% 1.25% 1.00 % L00%% 1.00% 1.00°% 1.00% 1.00° %' 1.25°% 1.25°% 1.25°% 1.25°/% 0.55% %' 0.55 %' 0.55 % 0.50 % 0.50° % 1 -00% %' 1.00° %' 1.00 % 1.00 %' Loop 1.00 %' 1.00 %% 1.00 % 1,00 % 1.00% %` HE APPENDIX IV EXCERPT OF 2010 AUDITED FINANCIAL STATEMENTS The City is audited annually by an independent certified public accounting firm. Data on the following pages were extracted from the City's comprehensive annual financial report for the fiscal year ended December 31, 2010. The reader should be aware that the complete report 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 (CAFR) for the year ended December 31, 2009. The Certificate of Achievement is the highest form of recognition for excellence in State and local government financial reporting. The City has received this award every year since 1985. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report (CAFR), 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. IV -1 C EATI PIED PU81kC' A CCOL;NT ?NT1 'I�LUN A ICS REPOR To the City Council and Residents City afL kdsilk, Minnesota ratrvcas +ts m4A Y P .C'3 AwnI- N,elet C PA Y.'mrta i H unu.. CPR We have audited the accompanying futxncial torturous ofth governmcntni amivites, die husnuas-type aotoutiea, each meats flood, and the aggregMt remauvng fund mEurm tiw of the Cory a, Lakeville fdre City) as of and for the year ended De..ber 31, 2010, which collectively comprise the Ckry's hand, lutanist snttmm¢ as fisted in the table of contemn. These financial sta ddon,, are the responsibility of rise City's management. Out respnnw - hiikN is to esprzss opinions at these duaaaciel thane ,,n based on our audit. We conductel our audit in adoo dance with auditing s arsdaids generally accepted in the United States of America and the standards app€icabie to finencisl audits coounacd in Cdoa timed 4siddidg suiudt rd, isswed by the Commrotler General of fist United Stares. Those standards squire than we plan and pni form the audit to obtain reesonnable senoras,, about whether the ttsancdad sratemettes' arc fire of matttiak miidanemand. An audit inctudes mnaldeaetion Of integral ,oink over forsociak ¢sparing as a basis for dcsigting audit procedures that ate appropriate in the cirtvmrotancts, but not for the purpose of expressing as opmoon on. the etftaiversess of the City's imcnal control over financial r.posting. A,cotdingly, we -sorts ter sued opinion Au audit also ¢mtuden examining, on a oust basis, evidence supporting the assiduous and disclosures in the fiaanuid atnttments; insinuating the arteountivg priseipia used and ,upfecant estimates made by manageaeent, as well as oodusting the o,.all financial statement presentation. We 6eEicve Drat our audit pmvddds areasooslalu basis Eon our opiniOVS. in our opinion, the finautrud stefemtniz refereed in abor a present fairly, ire. all mnreriak respects, two — inactive thousand position of the govevnnteota! setivites, the business -type activities, each major fund, and the aggrogatc mnaining find isfonnation of the City as of Decrsnbec 31, 2010, and did respective obanges in frtwnsdal position and rash flows, where appbewbk dacurnf in ,onfixmify with rm,mfmg ptisciplea gmemdiy accepted in dad Uaitcd States of America. in atanrdence with C'nvernarero¢ AudXmg S®(dwdg, we have also issued a Mod dated 7uae €4, 2011 on can cassiaeudion of tlu City's internal recent aver financial dpwCng and On nw tests of its compliance with covam provisions Of laws, regotstians, contracts, gent agnxsenc, and otbcr mattus. The purpose of that report is to desgt'he the scope of ofd nursing . of inrernad eosVOl over financial mpmting and oomplude. mid the doulth of drat finding, and rim in pov;de an .pinch an the inodmai coritud over Ccmanial reporting M on ,ompNance. Thar radon is an integral part of an audit performed in accordance w M Audio sg:Suasdraris and should fie cocsidaed in Assessing dw oeu6 Of our audiL Awuuntisg principles grmsrntty anarpud in the United States of America move that the Management's Enscussion and Analysis, the budgetvq comparison intmmadan i'Or the Gcreral Fund and the Schedule of Funding Prngr for the Other Past-Empioyment Banefi¢ Plan, as listtd in the table of eontents, be prescntW ro suppicmrnC the basic fmancial dammcnis. Such information, aithovgh not a part Of fist basic financial swtmenit, is required by dx Cfinemtuvtat AccOUnring SYa:rdards bostd, whro co¢sidtrs tit k, Fx-. an esaenikai pats of financial reporting for tracing the. basic £madded statements in an appropriat, opemtimsel, ec±rromiq or historical "went_ We have applied nest, hrovtd pr.radre, w the required suppdemeotary in €nrmation br accordance with auditing standards generally accepted is [he United States of Acidic¢, which conssted cf inquiries of managernerd aboio the ni mds of preparing the information and comparing the infosrmntion for consistency with managemet's responses to our inquiries, the basic fivoou,mi Ondraiats, and other knowledge wt ebtaiecd during our audit of Late basic finaam'al sonements- We do not express an opinion Or provide any assurance on the information because the birdied pr ddurd, do not prn,ide as with suf£reecmt evidence tin express an Opinion Or provide any a s,ume Our audit was conducted for the purposc offortingopinions on the financial statement, that collectively eo npHse the City'a back financial statements. The kru dueoury socir... eomhiviog and individual fund statements and schedules, s quiliu anal infmmation, and anaincal section, an listed in the table of .mid& arc pzwOm for ptup q. of sddificnai aeodfysie and are not a meAredd pare of the basic 1Ynane'ial statements. The eamboung and individual fund statement end schedules and supplemental information are the responsibility of maoege urdu and ware derived from and relate dimly to the underlying accounting and other durends used to prepare the basic financial dandsmts. The information has been sutgected to the auditing propedmas applied in me audit of Ore hind Corm al statements and attain additional procedures, inctuding comparing and tecarei@ng such kd"donon dimly to the nndcdying aneoandbg and Other records used to prepare tine basic fumaciad stattments or to the basic finvmiaf statements themsekvcs, amt mbcr additional pdxualurea in accordance with auditing standards generally aoeepted in the United Stares of America- In our opinion, fire informations fairly stated, in all dousiiaf !espw4s, in rodatinn to tine basic financial sutemenu as e whole_ 11re ir.t ..ducmry secekon and saiiAu al ,neu m have not heen subjeaed m the auditing onxcdures applied in the audit d the basic financial statements and, accordingly, we express no Opinion inn them. fine 14, 2011 IV-2 CITY OF LAKEVILLE, MEVrNESOTA STATEMENT OF NET ASSETS DECEMBER 31, 2610 Governmental Business -type Activities Activities Total ASSETS: Cash and investments Receivables Internal balances Inventory Prepaid items Unamortized bond issuance costs Restricted assets (temporarily): Cash and investments Investments held by trustee Capital assets Non - depreciable Depreciable, net Total capital assets Total assets LIABILITIES: Salaries, accounts, contracts, interest, and deposits Unearned revenue Non - current liabilities Due within one year Due in more than one year Total liabilities S 36,751,437 $ 14,492,402 $ 5 1.243,839 7,747,727 2,248,459 9,996,186 (177,089) 177,089 289,437,950 214,407 1,534,583 1,748,990 10,726 27,067 37,793 984,015 70 791 1,054,806 295,133 295,133 930,569 930,509 22,163,895 161,665,952 183 829,847 230,291,579 119,249,751 10,027,737 2,324,315 L 131.601,803 3,433,997 1,827,753 5261,750 615,877 815,877 NET ASSETS: Invested in capital assets, net of related debt Restricted for debt service Unrestricted Total net assets See accompanying notes to basic financial statements. 1,874,355 24,038,250 103,733,748 265.399,700 10S 608,103 289,437,950 24,453,627 354,745,206 345,809 3.728,279 5,901,841 101,893,442 295,133 16,363,211 $ 118,551,786 8,887,414 89,626,576 104,591 617 221,143,193 10,322,870 18 526 $250,153,589 IV -3 �h Z O U w a wi� C W C w q '°a O Wwq Q � z W a � [ w a � N C a4 tp Q y C e � m m CL � '�f W U Z IV -4 m O tT M m rn °Q�al ci of c��s m o rn O M C'3 N O CLY �t 1 wv ov mr a5 M C Mn N N m 4- C5 � eV5 tt5 V M Efi W 40 o M Om N CL N N N O N 4 4 t!1 p N 6 m M F CD N M M R m O �I Y a m C ffi to i 6 , u m tl � tl5 y 6Y tJl N 0 b y .n C3 c ° N C 4 yNy�� C6 m G c .- � � 2 a Z m � .. `aornrno� isE 0 0V h r C7 N t `- �.M y N N n n W t O h W � u t+5 h C Pmu7 �v� W �� M M a} �cve"ahtt7 p C C Cq to tp W O� h N O O y'i N N m O V n m C5 Ch. nr c's h CC N i .�. m s7 ns� E m CD to m w S yy : 0 N O C1? 47� I .Ne, Qi mE M CV C4 tl' CpW 4 Ch� CO tl5 &tY Oi ip Q � O ®® � tc ,- h yy pp CC tCpp ? a� 0 0 0 N ry N' W ssmm NM�hti0 ?00Y{1. V X. C7 { C M N Oi N A m O A W N y m 61 a+ _ Q E ... N 2!` qC C p a rn 3 c E m~ A C m U U N @ F ' pa t 8m Z-6 y C aa. R7 d'F IV -4 � 1 I s41 N O m O tT M m rn ci of c��s m o rn O M C'3 N O CLY �t T � N y p N N m m C5 n W 40 o M Om N CL N N N � 1 I s41 N O m O tT M m O O M C'3 N O CLY �t T � N y p m m m n W M Om N CL C O q � 4 4 t!1 p N O F m F CD M M R m Y a m m ffi to i 6 , u tl N lLf V 6Y tJl N 0 b y .n C3 c ° N 4 yNy�� C6 m Id m v m U R w U O 6 O C m N t�y n O T � N y p = n W CL C q � N t N O F F CD C m ffi to i 6 , u tl N lLf V 6Y tJl N 0 b y .n C3 c ° N 4 yNy�� C6 m G c h 2 a Z z Id m v m U R w U O 6 O C m N t�y General Fund The General Fund accounts for all revenues and expenditures necessary in maintaining governmental activities of the City. The major revenues include property taxes, licenses and permits, intergovernmental revenue, and charges for services. The expenditures include providing for general government services, community and economic development, public safety, public works, and parks and recreation to the Citizens of Lakeville. Debt Service Funds — These funds account for the accumulation of resources for the payment of long -term debt principal and interest, but excluding debt issued for and serviced by an enterprise fund. General Obligation Fund Debt approved by voter referendum, certificates of indebtedness, capital improvement and street reconstruction bonds, Revenues are provided primarily from property taxes. G.O. Improvement Fund Debt issued to finance construction of public improvements. The special assessments levied against benefited property owners are pledged toward the repayment of the principal and interest on these bonds. Capital Projects Funds — These funds account for financial resources used in the acquisition of capital facilities, equipment, and infrastructure (except those financed by enterprise funds). Building Fund This fund accounts for the accumulation and disbursement of funds for the construction or improvement of public buildings. Improvement Construction Fund This fund accounts for the construction of certain public improvements, such as streets, storm sewers, water main and sanitary sewer systems. Construction contracts involve multiple financing resources from the City and other government entities and projects usually extend over several years before completion. U -5 a, p H C/J Z < � z a � O F S Y � v) y, O U � GJ �R IN I Na M � o� ur ° a o v rn c` o ° m �."' -ia orn oqy u ' c vent/ tpAOO m v rno mmncn mMO E C� m Q�i A iiJ t � N tD tp ti O m nJ b N M1 a V N C 47 Y] ID 0 � m m P' N u��r a M m O O LD 4f m [J ry� m m m N N m <+ m A o� w fH � 49 r/Y I M W� C y� � v o m.�o i,2 ro F ro Sin ,2 "j°yo a EE no m Yi E m 2�'� W m� (!1 n g o p 2 G C7 C (} er . u . a C N C n 0 a c C n v IV -6 CITY OF LAKEVILLE, MINI NESOTA RECONCILIATION OF THE GOVEFLNMENTAL FUNDS BALANCE SHEET TO THE STATEMENT OF NET ASSETS DECEMBER 31, 2016 Fund balance - total governmental funds $ 37,285,261 Amounts reported for governmental activities in the statement of net assets are different because: 1. Capital assets used in governmental activities are not current financial resources and therefore are not reported in the governmental funds. Governmental capital assets $283,117,102 Less accumulated depreciation 199,287,255) 183,829,847 2. Grant receivable that is applicable towards accrued frond interest payable is susceptible to full accrual on the government -wide statements. 32,263 3. Long term liabilities are not payable with current financial resources and therefore are not reported in the governmental funds. Bonds Accrued interest Capital lease and loan Unamortized debt issuance costs Unamortized bond discount Unamortized bond premium Accrued compensated absenrPs and net OPEB obligations are not Payable with current financial resources and therefore are not reported in the governmental funds. 5. Deferred revenue in governmental funds is susceptible to full accrual on the government -wide statements. 6_ The City uses an internal service fund to charge the cost of insurance activities to individual funds. A portion of the assets and liabilities of the municipal reserves fund are included in governmental activities in the statement of net assets. Net assets of governmental activities See accompanying notes to basic financial statements. (89,580,000) (1,529,122) (1,571,052) 984,015 11,041 1(998,392) (92,683,510) (2,341,499) 4,894,323 545,118 5131,601,843 IV -7 + R, �- t0 19 C 1 h • M � P C f6 C 6f M M� OI N 'a 1+ � ! Ci h Il) N I-. e5 r r •i ce N r N '� W r r N N rf5 m p1 W O N tY R H Cq m iA CE m r CS r P O a p N m m m A o [( p y Q O o o c N O+ vi 4S v:� p p p} pp w ❑� 4 [ •. M O N r ~• � O a G O O N O O! 4� r O� � N� to rri (p ni 9.0 4(I N �p L'1 m m frf A h N ©. C � G C av LV �.v N, C{ tt O h of to Ot 4+4J� m L n p m w me g m m P c � E� r3 c ffi c � c. �a C7� ���� @' n amp` i9 uy m u omh .2 {- �` �w� � � � ❑ }� W c s W 6F -cim u.. �'c5 F .C73'aa nLi a 'u.. @ @� E a m ~ t tgi U u U w u} w O Fm CITY OF LAKEVILLE:, VIIN.'ESOYA RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENI)ITURES, AND CHANGES IN FUND BA?..ANCES OF GOVFR.NMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES YEAR ENDED DECEMBER 31, 2010 Net change in fund balances - total governmental funds $ (4,510,510) Amounts reported for gover rm7ental activities in the statement of activities are different because: 1. Governmental funds report capital outlays as expenditures while the government -wide statement of activities reports depreciation expense to allocate those expenditures over the life of the assets. As a result, fund balance decreases by the amount of 98,417 financial resources expended, whereas net assets decrease by the amount of 32,263 depreciation expense charged for the year. This is the amount by which depreciation 36,635 expense exceeded capital outlay. (99,322) Capital outlay $ 2,335,575 Depreciation expense (8,791,292) (6,455,717) 2. In the government -wide statement of activities, only the gain or loss an the sale of capital assets is reported, whereas in the governmental funds, the proceeds from the sales increase financial resources. Thus, the change in net assets differs from the change in fund balance by the net book value of the capital assets disposed of. (26,234) 3. Revenues in the government -wide statement of activities that do not provide current financial resources are not reported as revenues in the governmental funds. Deferred revenue - December 31, 2009 (6,371,208) Deferred revenue- December 31, 2010 4,894,323 (1,476,885) 4. Bond proceeds are repotted as other financing sources in governmental funds and thus contribute to the increase in fund balance. Bond, loan, and capital lease principal maturities are reported as expenditures in governmental funds thus reducing fund balance. in the government -wide statements, however, issuing beet increases long - term liabilities while debt repayment reduces long -term liabilities thus affecting the statement of activities, Bond proceeds (2,680,000) Band, loan, and capital lease principal maturities 15,292,338 12,612 338 5. interest/debt issuance expenses and debt prenvumfdiscounts in the government-wide statement of activities differs from the amounts reported in governmental funds because accrued interest was calculated for long -term debt payable in addition to the amortizations of debt issuance and debt prermumstdiscounts which are recognized respectively as expenditures and other financing sources and uses in the governmental fund statements. Accrued interest payable 98,417 Grant applicable towards accrued interest payable 32,263 Issuance cost on 2010 bond issued 36,635 Premium on 2010 bond issued (99,322) Amortization of debt Issuance costs (101,160) Amortization of debt premiumsidiscounts 106,772 73,605 6. Accrued compensated absences and net DPEB obligations are not payable with current financial resources and therefore are not reported in the governmental funds. Accrued compensated absences - December 31, 2009 2,076,635 Accrued compensated absences - December 31,201 ' 0 (2,21B,228) Net DPEB obligation increase - December 31, 2010 (27,209 (168,801) 7. internal service funds are used by management to charge the costs of certain activities, such as insurance, to individual funds, This amount represents a portion of the change in net assets of the internal service fund, which are reported in with governmental activities. 1011;057 Change in net assets of governmental activities $ 148.853 See accompanying notes to basic financial statements. IV-9 t tr Enterprise Funds — These funds are used to account for off -sale liquor, water, sanitary sewer, and street fight operations of the City, both of which are self - supporting from retail sates and user charges. The operations are managed much in the same way as private enterprises. Liquor Fund This fund accounts for revenues and expenses related to the operation of L.akeville's municipal off -sate liquor stores. Utility Fund This fund accounts for revenues and expenses related to water, sanitary sewer service, and street lighting provided to the community. intemai service Fund — The internal Service Fund is used to account for services provided by one City department to other City departments on a cost reimbursement basis, Municipal Reserves Fund This fund accounts for the Citys risk management program relating to general liability, excess liability, property and casualty insurance premiums. Premiums are based upon a $50,000 deductible per occurrence with a $100,000 aggregate maximum. The Statutory Municipal Tort Liability has a maximum limit of $1,500,000. This fund also accounts for excess liability self- insurance coverage in excess of the statutory maximum of $1,500,000. IV -10 CPFY OF LAKEVILLE, MINNESOTA STATEMENT OF NET ASSETS - PROPRIETARY FUNDS DECEMBER 31, 2410 LIASH-ITIES AND NET ASSETS Business -type Activities- Govemmentat Current liabilities Enterprise Funds Activities - Salaries payable 22,298 23,139 Intemal Service Accounts payable LUAuor Utjt� Twat F und ASSETS 1,000 1,000 Accrued interest payable 76,875 Current assets 76,875 Deposits payable 20,529 4,000 Cash and investments $5,651,285 $ B,841,117 $ 14,492,402 $ 724,010 interest receivable 32,504 55,805 88,309 1,937 Accounts receivable 8,316 2,151,834 2,160,150 Inventory 1,400,451 134,132 1,534,583 74,114 Prepaid expenses 23,417 3,650 27,067 24,661 Total current assets 7,115,973 11,186,538 18,302,511 725,947 Noncurrent assets 3,545,000 Total rich- current liatllities 3,645,740 Restricted cash and investments 295,133 Total liabilities 295,133 731,950 Unamor zed band issuance cost 70,791 70,791 capital assets Land 1,272,296 528,160 1,800,456 Buildings and improvements 3,883,794 21,951,434 25,835,228 Machinery and equipment 423,826 1,856,025 2,279,851 Infrastructure 120,649,158 120,649,158 Constnn;tion in process 73,899 73,899 Accumulated depreciation 1025462 (44,005,027} 45,030,489} Net capital assets 4,554,454 101 053,&49 105.608,103 Total non - current assets 4,920,378 101,053,649 105 974,027 Total assets 12,036,351 112,240,187 124,276,538 725,947 LIASH-ITIES AND NET ASSETS Current liabilities Salaries payable 22,298 23,139 45,437 Accounts payable 1,178,860 503,052 1,679,912 3,740 Comrade payable 1,000 1,000 Accrued interest payable 76,875 76,875 Deposits payable 20,529 4,000 24,529 Accrued compensated absences 82,589 118,220 200,809 Bonds payable 14 000 - 145,000 Total current liabilities 1,524,151 640 2.173,562 _ 3,740 Non - current 6ahBiWs Accrued compensated absences 70,576 74,114 144,690 Unanrnrtized bond premium 24,661 24,661 Net OPES obiliIation 5,503 8,425 13,928 Bonds payable 3,545,004 3,545,000 Total rich- current liatllities 3,645,740 82,539 3,728,279 Total liabilities 5,169 891 731,950 5,901 841 3,740 Net assets Invested in capital assets, net of related debt 639,793 105,053,643 Restricted for debt service 295 Unrestricted 5,731,534 10,454,588 Total net assets $6.866.480 $111,508,237 Explanation of difference between proprietary funds statement of net assets and the government- hde statement of net assets: The City uses an internal servtce fund to charge the cost of its insurance activities to Individual funds. This amount consists of the necessary adjustment to reflect the consolidation of internal service fund activities: Net assets of business -type activities See accompanying notes to basic financial statements. 101,893,442 295,133 16,186,122 722.207 118,374,697 $ 722,207 177,089 918551,786 IV-11 CITY OF LAKFVILLE, NILNNESOTA STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NEI ASSETS - PROPRIETARY FUNDS YEAR ENDED DECEMBER 31, 2640 Was and cost of sales Sales Cost of sates Gross profit Operating revenues User charges Other Total operating revenues Gross profit and total operafing revenues Operating expenses Personnel services Commodities Other charges and services Disposal charges Depreciation Total operating expenses Operating Income (loss) Non- operating revenue (expense) Intergovernmental - grants Investment income Interest, fiscal charges, bond premium (net) Disposal of capital assets Total non - operating revenue (expense) Income (loss) before contributions and transfers Contributed capital from governmental activi ies Contributed capital from developers Transfers from other funds Transfers to other funds Total contributions and transfers (net) Change in net assets Net assets, January 1 as previously reported Prior period adjustment Net assets, January 9 as restated Business -type Activities - Governmental Enterprise Funds Activities - Internal Service Liquor Oft Total Fund $14,763,552 $ 14,763,552 11,151,231 11,151,231 3,612,321 3,612,321 20,812 8 7,226,691 7226,691 $ 359,608 (189,431) 180,398 180,338 68,851 (113 729} 7,407,029 7,407,029 428,459 3,612,321 7,407,029 11,019,350 428,459 35 1,260,955 1,492,030 2,752,985 52,315 352,157 404,472 809,572 2,273,471 3,083,043 253,188 2,825,699 2,825,699 119,823 _ 2,985475 3,105,298 2242,665 9,928,832 12,171,497 253,188 1 ,369,656 12 521,803 ) _ (1,152,147} 175,271 20,812 42,155 55,170 94,722 (189,431) 43,353 {280} _ 25,362 (113 729} _ _!§j,239 1,255,927 2 359,564} 6,230,447 113,086,845 (186 003} 6,044,444 913.086 845 62,967 149,892 (189,431) 25,082 37,117 _ 48,510 960,825 1,103637} 43,353 (433,911) (260,339 (433 91 1} 780,956 822,016 (1,578,608} 6,230,447 113,086,845 (186 003} 6,044,444 913.086 845 62,967 149,892 (189,431) 25,082 3,288 _ 48,510 _ 3,288 1,103637} 178,559 37,117 960,825 43,353 (694,250) _ (43,140} 347,045 (43140} 35 586,788 586,788 $ 722,207 Net assets, December 31 LL E6 : 460 460 $111.508,237 Explanation of difference between proprietary funds statement of revenue, expenses, and changes in fund net assets and the statement of activities: The City uses an Internal service fund to charge the cost of its insurance activities to individual funds. This amount represents the income that has been allocated back to the business -type activities in the government -wide statement of activities that is attributable to the City s business -type activities: Change in net assets of business -type activities See accompanying notes to basic financial statements. 34,362 $ (722,230} IV-12 STATEMENT OF CASH FLOWS - PROPRIETARY FUNDS YEAR ENDED DECEMBER 31, 2010 Cash flows from operating activities Cash received ham customers Cash received from general service charges cash paid to suppliers Cash paid to and for employees Net rash flows from operating activities Cash flows from noncaplud financing act}vf l" Business type Activities - Governmental Enterprise Funds __ _ Activities - Internal Service Liquor Utiiitf Total Fund $14,757,771 $ 7,525589 S 22,283,360 S - 433,632 (12,000,141) (5,495,892) (17,496.033) (252,40 t1,238,133 17,449,184) (2,687,317} 1,519,497 5M513 2,100,010 181224 intergovemmentai - grant 20,812 42,155 62,967 Transfers from other funds 17,129 43,353 43,353 , ' a Asfers to Other fu ands 1433 911) ,260,339) @94,250 (43 140) Net cash flows from noncapitai financng activities (413,099} (174,831) (587,930) (43,140 Cash flows from capital and related financing activates 40.036 115,369 780 Acqufsi8on of capital assets (88169) 1555,992) 1624,161) Disposal of capital assets 400 95,000 95,000 Interest and fiscal charges (192,552) 48,919 (192,552) Principal maturities ,5295 000) - (295 009} Net mail flows from capital and related financing actvhies (555,721 (460,992] (1,016.713} Cash flows from fmreseng activities investment income received Net change in cash and cash equivalents Cash and cash equivalents, January 1 Cash and rash equivalents, December 31 (:nd4cfing nestncald cash account of $295,Y33) 43,124 72,43 115,563 2,351 593,801 17,129 610,930 140,435 5,352,817 8,823,986 14,176.6 583 556,418 Lj,841117 S 14,787,535 $ 724.010 Reconciliation of oponufng months (loss) to flat cash flows from operating activitles Operating income Qoss) Adjustments Depredation expense (increase) decreese In assets Accourrtris receivable Inventory Prepaid expenses increase (decrease) in hrabififfes Salaries payable Accounts payable Comracts payable Deposits payable Accrued compensated absences Net OPEB obligation Total adjustments Net cash flows from operating activities Supplemental schedule of noncash financing activities: The City assumes ownership of utility capital assets from govemmental projects and land developers. Capital assets assumed were as fatiows: $ 1389656 $ {2,521.603) $ (1.152.147) $ 175,271 119,823 2.985,475 3,105,298 (5,781) 118,560 112,779 5,173 (63.949) (85,851) (149,800) (1,336) (150) (1,486) 5,966 6,354 12,320 75,333 40.036 115,369 780 1,000 1,000 2.929 400 3 15,274 33,645 48,919 1,582 2,847 4,429 149,841 3,102,316 3,252,157 $1,519,497 S 580,513 $ 2,100,010 $ 181,224 See accompanying notes to basic financial statements. IV -13 $ 997,942 $ 997,942 Agency Fund - The Agency Fund is used tr account for assets held by the City as an agent for other City funds, governments, and individuals. Escrow Fund This fund accounts for deposits paid by land developers, builders, and other individuals for fu use disbursements. The disbursements relating to these events will be made when specific terms and conditions have been satisfied. IV-14 CITY OF LAKEVILLE, MINNESOTA STATF- VIE'NT OF FIDUCIARY NET ASSETS - AGENCY FUND DECEMBER 31, 2010 Escrow Fund Assets Gash and investments 5,251,732 Lia0ilities Deposits payable $ 5,259,732 See accompanying notes to basic financial statements. IV -15 A HE o D el — 4.5 a I tf i74 u s a< y IV-16 r F CL Z Ux fig= I t4 p Vi pia 2L !V- 17 O s O 't 7R fi 79 Vi pia 2L !V- 17 O s O 't 7R zF o r ax IX I I GG U E 9 rg V I 4 E rLO Ec CR za gro a. B; el E- 6 pc 0 E-Iji-M IV -18 t. Wu OFa ky zF ro I sF 7 9 LIM IV -19 - gz t7 gi - 6 iE Z; 4 g !11 - 1,82H - -M 115 LIM IV -19 Est c 5 5 E i e S L C -a C J v 2J o E U g `o c a ' Sz. cam � C f : t K 18 _ 0 kv c..P N Z n Cy @ �2 � � � � U.� ✓ � E P'C 3 � � '�' ., 4 3 r . G � F i µ q a 9 m E 0 "ga yY m m F tir HV A IV -20 c b c c - •^.S,Z mG q'c 5 � aS .� 9 c�.d ,�g °u$oL C J .. c= 6 ar F u c G y« a U o a a C U z.a > w u 4 o f w `5 o. y etYg V 4 ,e <.� g ««JJ m °�� � C C` � � y p 4 �8 %a -c � � 3m4 � u � U � E' ?+. a -1 " L 4 A N -21 sF -a w r E yy g f 9 A F A 4 z S Al l IV-22 'P s N � c c i ° - i L G O b Pi _ poi Yv p O P �) v i I � � c O z � ry 5 za � 2 G T w � Ho o 0 vzn z, a 'P s N � c c I ° - I I 6 O b Pi _ poi Yv p O P �) i I � a s U c O 5 za 2 tiZq Y,� Q 'P s N � c c O b Pi _ poi Yv p O P �) OI i S 8 rvI ' 1 ;z �a AfM _l ma �A Q Ya _ I°I I 0 g �� A ml c �APo 4 l F Rsm p 9 e 3 Fa 'P s N � c c a i 9 v a F v � X G � a =�� � � F s =- `Pc i C g C 49 C d � p c w L G IV -23 b 6 rvI ' 1 �a AfM ma �A Q Ya _ I°I I g �� A ml c �APo 4 l F Rsm i a i 9 v a F v � X G � a =�� � � F s =- `Pc i C g C 49 C d � p c w L G IV -23 C 4 a 5j E 21 B FL = 9 Gcl � �as 8 �y� � ���c �E�.v . bl z m IV-24 EL zi 72 qoJ i i Si Z�'�8�� �' �R CyF � '�€5 ` � c 3+ Y . �` Cp yN �� ,." E) 4 - a IV-25 5 t S Sy g�+ � 000d�., .., �. g 8 z >zp � �a�E����9Fe`i € �y � yOL c � � tlL {ti � p m t ... __ � EL zi 72 qoJ i i Si Z�'�8�� �' �R CyF � '�€5 ` � c 3+ Y . �` Cp yN �� ,." E) 4 - a IV-25 r � E P a R C IR a 2 IV-26 N-27 nil .Y � Fig N �rv� n C 4 � i g m 1pr ppp � „ ,. 9 A A I Z I a 8 2 S A 5 N-27 nil .Y � Fig N �rv� 9 A A I N-27 nil .Y � N �rv� 9 A A I Z I a 8 2 N-27 at 1 vz IZ 0. cG O i mat f o it 4jN - g� E 51 E lip 52- 0. cG O i mat f o it IV-28 ti IV-28 OR 64 < ? 2 > C 8 A J I IV-29 HT me IV-30 st Z. 0 E 2 0. 0 Or 2 A 5 2 HT me IV-30 g Tj a Z4 45 U� � � < �A .. F C a�� w w�_ Z C u F- m m— o w F m c p. P 0. 0. 6� ry ig g N ni ?b r fi � 7 g E R _. t = E g 4 > r 9 IV-31 m �m� �� i �c'S$�' x o 0 5 '5 At — � �'! pr t o w09 � � a�E, a� �, "+n�a.m� k u.�W �.� � Ro B r_ d v al IV-32 rf IV-33 e e e 2! z f 2 E- 22 c-- 1 K t a � � � nt o �� �'na °�. B J.5 4 rf IV-33 Z 72 0 EL 7S z n S . : 9 IV-34 PROPOSAL SALE DATE: November 7, 2011 TO: Ms. Charlene Friedges, City Clerk City of Lakeville, Minnesota c!o Springsted Incorporated 380 Jackson Street, Suite 300 St. Paul, MN 55101 -2887 Phone: (651) 223 -3000 Fax: (651) 223 -3046 RE: $2,385,000` General Obligation Improvement Bonds, Series 2011A For the Bonds 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 $2,356,380) and accrued interest to the date of ciefivery . The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds offered for sale. Anv 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 Bonds 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 Bonds is increased or reduced. In making this offer we accept all of the terms and conditions of the Terms of Proposal published in the Officia Statement dated October 24, 2011. In the event of failure to deliver these Bonds in accordance with the Terms i3f 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. Mayor Clerk SURE -BID Wire Transfer Good Faith Check Submitted 2013 _ % 2017 % 2021 % 2025 % 2029 % 2014 % 2018 % 2022 % 2026 % 2030 2015 % 2019 % 2023 % 2027 % 2031 2016 % 2020 % 2024 % 2028 % 2032 Designation of Serial and 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 Bonds offered for sale. Anv 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 Bonds 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 Bonds is increased or reduced. In making this offer we accept all of the terms and conditions of the Terms of Proposal published in the Officia Statement dated October 24, 2011. In the event of failure to deliver these Bonds in accordance with the Terms i3f 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. Mayor Clerk SURE -BID Wire Transfer Good Faith Check Submitted PROPOSAL SALE DATE: November 7 TO: Ms. Charlene Friedges, City Clerk City of Lakeville, Minnesota c/o Springsted Incorporated 380 Jackson Street, Suite 300 St. Paul, MN 55101 -2887 Phone: (651) 223 -3000 Fax: (651) 223 -3046 RE: $1,885,000' General Obligation Refunding Bonds, Series 20118 For the Bonds 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 $1,870,863) and accrued interest to the date of delivery . °/, 2013 % 2015 % 2017 % 2019 % 2021 % 2014 % 2016 % 2018 % 2020 Designation of Serial and Tenn 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 Bonds 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 Bonds 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 Bonds 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 dared October 24, 2011. In the event of failure to deliver these Bonds 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 purchasetin d 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: $ Account Members Account Manager M Phone: __..._ __ ... ............ ............. .._.. ....... ........ .... ............ ....... ......,....1. 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. Mayor City Clerk SURE -BID Wire Transfer Good Faith Check Submitted