HomeMy WebLinkAboutItem 09June 15, 2020 Item No.________
PUBLIC HEARING RELATING TO A TAX ABATEMENT, TEFRA HEARING, AND
GENERAL OBLIGATION TAX ABATEMENT BONDS;
RESOLUTION GRANTING THE ABATEMENT, AND APPROVING THE ISSUANCE OF
THE BONDS; RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
GENERAL OBLIGATION BONDS, SERIES 2020A
Proposed Action
Following the public hearing, Staff recommends adoption of the following motions:
1) Move to approve Resolution Relating to a Tax Abatement, TEFRA Hearing, and General
Obligation Tax Abatement Bonds; Granting the Abatement and Approving the Issuance of
the Bonds.
2) Move to approve Resolution Authorizing the Issuance and Sale of General Obligation
Bonds, Series 2020A.
Passage of this motion will result in the financing of the following projects:
• #20-02 – 2020 Street Reconstruction
• #20-04 – 170th Street
• #20-08 – 179th Street (Cedar – Flagstaff)
• #22-03 – 210th Street – Engineering Fees (Holyoke – Cedar)
• Ames Arena Parking Lot
• Various Water Projects
Overview
Recommendations and financial impacts for 2020A bonds were discussed at the April 27, 2020 and
May 26, 2020 Council work sessions.
The debt will be repaid with a combination of property taxes, special assessments, and Water
Operating Fund revenues. Contributions from the Lakeville Hockey Association, Heritage Figure
Skating Club and Lakeville Arenas will be used to cancel levy requirements associated with the
Ames Arena parking lot debt.
A public hearing is being held on June 15, 2020 pursuant to Minnesota Statutes, Sections 469.1812
to 469.1815 and the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) pursuant to
Section 147(f) of the Internal Revenue Code of 1986, as amended to consider the property tax
abatement (the “Abatement”) in connection with financing certain parking lot improvements (the
“Improvements”) to the Ames ice arena (the “Facility”) and a proposal that the City issue its
general obligation tax abatement bonds in an aggregate principal amount not to exceed $800,000
(the “Bonds”), under Sections 469.1813 and Chapter 475, as amended, for the purpose of financing
the Improvements.
Primary Issues to Consider
• 2020A
o Bond Structure – The term of the bonds is 10 years. The structure of the
2020A bonds is compliant with the City’s Debt Policy. As previously
discussed with the City Council, the first principal payment was reduced to
mitigate pressures on the 2021 tax levy.
o Special Assessments – The terms of the assessments follow the Special
Assessment Policy.
o Call Provision - Bonds maturing on 2/1/2030 and 2/1/2031 may be prepaid at
a price of par plus accrued interest on 02/01/2029 or any date thereafter.
Supporting Information
• Resolutions (Prepared by Dorsey & Whitney, LLP and Northland Securities Inc)
Financial Impact: $ Budgeted: Y☒ N☐ Source:
Related Documents: (CIP, ERP, etc.):
Envision Lakeville Community Values: Good Value for Public Services
Report Completed by: Jerilyn Erickson, Finance Director
Varies Taxes, Assessments, Utilities
2020-2024 CIP
4842-3777-4781\6
The Mayor stated that this was the time and place fixed by administrative action for a public
hearing to be held pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815 and the Tax
Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) pursuant to Section 147(f) of the Internal
Revenue Code of 1986, as amended to consider the property tax abatement (the “Abatement”) in
connection with financing certain parking lot improvements (the “Improvements”) to the Ames
ice arena (the “Facility”) and a proposal that the City issue its general obligation tax abatement
bonds in an aggregate principal amount not to exceed $800,000 (the “Bonds”), under Sections
469.1813 and Chapter 475, as amended, for the purpose of financing the Improvements.
The City Clerk presented an affidavit showing publication of the notice of public hearing
on May 29, 2020, in the Sun Thisweek, the official newspaper of the City. The affidavit was
examined, found to be satisfactory and ordered placed on file with the City Clerk.
The Mayor then opened the meeting for the public hearing. The purpose of the hearing
was explained, the nature of the proposed Abatement and Bonds was discussed, and all persons
present who desired to do so were afforded an opportunity to express their views with respect to
the proposal to undertake the financing, in response to which the following persons either
appeared, were recognized and made statements, or filed written comments with the City Clerk
before the date set for the hearing, summaries of which appear opposite their respective names:
Name of Speaker Summary of Views
4842-3777-4781\6
The City Clerk [reported that no written comments had been] [read a summary of the
written comments]* filed in her office before the date of the hearing.
After all persons who wished to do so had stated or filed their views on proposal, the Mayor
declared the public hearing to be closed.
___________________
*Strike inappropriate language
4842-3777-4781\6
CITY OF LAKEVILLE
RESOLUTION NO. _____
RESOLUTION RELATING TO A TAX ABATEMENT, TEFRA
HEARING AND GENERAL OBLIGATION TAX
ABATEMENT BONDS; GRANTING THE ABATEMENT
AND APPROVING ISSUANCE OF THE BONDS
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the “City”), as follows:
Section 1. Authorization and Recitals.
1.01. The City, pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815, as amended
(the “Abatement Act”), is authorized to grant an abatement of the property taxes imposed by the
City on a parcel of property, if certain conditions are met, through the adoption of a resolution
specifying the terms of the abatement.
1.02. The City proposes to assist in financing certain parking lot improvements (the
“Improvements”) to the Ames ice arena (the “Project”).
1.03. On the date hereof, this Council conducted a public hearing:
1) pursuant to the Abatement Act, on the desirability of granting an abatement of
property taxes on certain properties expected to be benefited by the proposed Project,
which properties include the following tax parcel identification numbers (the “Property”):
223202701010
223202601010
223202801010
220290032031
228195001031
2) for purposes of complying with the requirements under the Tax Equity and Fiscal
Responsibility Act of 1982 (“TEFRA”), pursuant to Section 147(f) of the Internal Revenue
Code of 1986, as amended (the “Code”), on the proposal that the City issue its general
obligation tax abatement bonds in an aggregate principal amount not to exceed $800,000
(the “Bonds”), under Sections 469.1813 and Chapter 475, as amended, for the purpose of
financing the Improvements.
4842-3777-4781\6
Notice of the public hearing was duly published as required by law in the Sun Thisweek, the
official newspaper of the City, on May 29, 2020, which date is no fewer than fourteen and no more
than 30 days prior to the date hereof.
Section 2. Findings. On the basis of the information compiled by the City and elicited at
the public hearing referred to in Section 1.03, it is hereby found, determined and declared:
2.01. The City expects that the benefits of the proposed abatement are not less than the
costs of the proposed abatement. The public benefits that the City expects to result from the
abatement are the provision of recreational facilities for the benefit of residents of the City.
2.02. The Property is not located in a tax increment financing district.
2.03. The granting of the proposed abatement will not cause the aggregate amount of
abatements granted by the City under the Abatement Act in any year to exceed the greater of (i)
ten percent (10.00%) of the City’s net tax capacity for the taxes payable year to which the abatement
applies, or (ii) $200,000.
2.04. It is in the best interests of the City to grant the tax abatement authorized in this
Resolution.
2.05. Under Section 469.1813, Subdivision 9 of the Abatement Act, it is not necessary for
the City to obtain the consent of any owner of the Property to grant an abatement.
Section 3. Granting of Tax Abatement.
3.01. A property tax abatement (the “Abatement”) is hereby granted in respect of property
taxes levied by the City on the Property for ten (10) years, subject to satisfaction of the conditions
for such duration described in Section 469.1813, subdivision 6(b). The Abatement will reduce all
of the taxes for the Property, and the total amount of the Abatement is estimated to be
approximately $800,000.
3.02. The City shall retain the Abatement and apply it to payment of all or a portion of the
costs of acquiring or constructing the Project or to the payment of bonds of the City issued to
finance costs of acquiring or constructing the Project.
3.03. The Abatement may be modified or terminated at any time by the City Council in
accordance with the Abatement Act.
Section 4. Issuance of the Bonds. The issuance of the Bonds, not exceeding the amount
above described, for the purpose above described, is hereby approved.
4842-3777-4781\6
ADOPTED by the Lakeville City Council this 15th day of June 2020.
CITY OF LAKEVILLE
By:
Douglas P. Anderson, Mayor
ATTEST:
Charlene Friedges, City Clerk
VOTE Anderson Hellier Lee Volk Wheeler
Aye ☐ ☐ ☐ ☐ ☐
Nay ☐ ☐ ☐ ☐ ☐
Abstain ☐ ☐ ☐ ☐ ☐
Absent ☐ ☐ ☐ ☐ ☐
4849-9581-7404\5
CITY OF LAKEVILLE
RESOLUTION NO. ______
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF GENERAL
OBLIGATION BONDS, SERIES 2020A
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the City), as follows:
SECTION 1. PURPOSE. It is hereby determined to be in the best interests of the City to
issue its General Obligation Bonds, Series 2020A, in the principal amount of approximately
$15,700,000 (the Bonds), pursuant to Minnesota Statutes, Sections 469.1812 through 469.1815, and
Chapters 429, 444, and 475 to finance: (i) the City’s 2020 street improvement projects, (ii) certain
water projects; and (iii) certain parking lot improvements.
SECTION 2. TERMS OF PROPOSAL. Northland Securities, Inc., municipal advisor to
the City, has presented to this Council a form of Terms of Proposal for the Bonds which is attached
hereto and hereby approved and shall be placed on file by the Administrator. Each and all of the
provisions of the Terms of Proposal attached hereto are hereby adopted as the terms and
conditions of the Bonds and of the sale thereof. Northland Securities, Inc. is hereby authorized,
pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), to solicit proposals
for the Bonds on behalf of the City on a competitive basis without requirement of published notice.
SECTION 3. SALE MEETING. This Council shall meet at the time and place shown in
the Terms of Proposal for the purpose of considering sealed bids for the purchase of the Bonds and
of taking such action thereon as may be in the best interests of the City.
ADOPTED by the Lakeville City Council this 15th day of June 2020.
CITY OF LAKEVILLE
By:
Douglas P. Anderson, Mayor
ATTEST:
Charlene Friedges, City Clerk
VOTE Anderson Hellier Lee Volk Wheeler
Aye ☐ ☐ ☐ ☐ ☐
Nay ☐ ☐ ☐ ☐ ☐
Abstain ☐ ☐ ☐ ☐ ☐
Absent ☐ ☐ ☐ ☐ ☐
TERMS OF PROPOSAL
$15,700,000*
GENERAL OBLIGATION BONDS, SERIES 2020A
CITY OF LAKEVILLE, MINNESOTA
(Book-Entry Only)
NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE:
Proposals (also referred to herein as “bids”) will be opened by the City’s Finance Director, or designee, on Monday,
July 20, 2020, at 10:00 A.M., CT, at the offices of Northland Securities, Inc. (the City’s “Municipal Advisor”), 150
South 5th Street, Suite 3300, Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale
will be by the City Council at its meeting at the City Offices beginning Monday, July 20, 2020 at 6:30 P.M., CT.
SUBMISSION OF PROPOSALS
Proposals may be:
a) submitted to the office of Northland Securities, Inc.,
b) faxed to Northland Securities, Inc. at 612-851-5918,
c) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to Northland
Securities, Inc. by telephone at 612-851-5900 or 612-851-4945, or
d) submitted electronically.
Notice is hereby given that electronic proposals will be received via PARITY™, or its successor, in the manner
described below, until 10:00 A.M., CT, on Monday, July 20, 2020. Proposals may be submitted electronically via
PARITY™ or its successor, pursuant to this Notice until 10:00 A.M., CT, but no Proposal will be received after the
time for receiving Proposals specified above. To the extent any instructions or directions set forth in PARITY™, or
its successor, conflict with this Notice, the terms of this Notice shall control. For further information about
PARITY™, or its successor, potential bidders may contact Northland Securities, Inc. or i-Deal at 1359 Broadway,
2nd floor, New York, NY 10018, telephone 212-849-5021.
Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITY™ or its
successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder
and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted.
BOOK-ENTRY SYSTEM
The Bonds will be issued by means of a book-entry system with no physical distribution of bond certificates made
to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate
principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of
Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Bonds.
* The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in
multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the
same gross spread.
Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a
single maturity through book entries made on the books and records of DTC and its participants. Principal and
interest are payable by the City through U.S. Bank, National Association, St. Paul, Minnesota (the “Paying
Agent/Registrar”), to DTC, or its nominee as registered owner of the Bonds. Transfer of principal and interest
payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to
beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial
owners. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the bond
certificates with DTC. The City will pay reasonable and customary charges for the services of the Paying
Agent/Registrar.
DATE OF ORIGINAL ISSUE OF BONDS
Date of Delivery (Estimated to be August 13, 2020)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Sections 469.1812 through 469.1815 and Chapters 429,
444 and 475. Proceeds will be used to finance the City’s 2020 street improvement projects, a water project and a
parking lot project, and to pay costs associated with the issuance of the Bonds. The Bonds are payable from special
assessments levied against benefited property, net revenues of the City’s water utility, a tax abatement levy, and
additionally secured by ad valorem taxes on all taxable property within the City. The full faith and credit of the City
is pledged to their payment and the City has validly obligated itself to levy ad valorem taxes in the event of any
deficiency in the debt service account established for this issue.
INTEREST PAYMENTS
Interest is due semiannually on each February 1 and August 1, commencing February 1, 2021, to registered owners
of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth day (whether or
not a business day) of the calendar month preceding such interest payment date.
MATURITIES
Principal is due annually on February 1, inclusive, in each of the years and amounts as follows:
Year Amount Year Amount
2021 $340,000 2027 $1,605,000
2022 1,200,000 2028 1,630,000
2023 1,545,000 2029 1,650,000
2024 1,555,000 2030 1,675,000
2025 1,575,000 2031 1,340,000
2026 1,585,000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term
bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory
redemption in each year conforms to the maturity schedule set forth above.
INTEREST RATES
All rates must be in integral multiples of 1/20th or 1/8th of 1%. The rate for any maturity may not be more than
2.00% less than the rate for any preceding maturity. All Bonds of the same maturity must bear a single uniform
rate from date of issue to maturity.
ESTABLISHMENT OF ISSUE PRICE
(HOLD-THE -OFFERING-PRICE RULE MAY APPLY – BIDS NOT CANCELLABLE)
In order to establish the issue price of the Bonds for federal income tax purposes, the Issuer requires bidders to
agree to the following, and by submitting a bid, each bidder agrees to the following.
If a bid is submitted by a potential underwriter, the bidder confirms that (i) the underwriters have offered or
reasonably expect to offer the Bonds to the public on or before the date of the award at the offering price (the “initial
offering price”) for each maturity as set forth in the bid and (ii) the bidder, if it is the winning bidder, shall require
any agreement among underwriters, selling group agreement, retail distribution agreement or other agreement
relating to the initial sale of the Bonds to the public to which it is a party to include provisions requiring compliance
by all parties to such agreements with the provisions contained herein. For purposes hereof, Bonds with a separate
CUSIP number constitute a separate “maturity,” and the public does not include underwriters of the Bonds
(including members of a selling group or retail distribution group) or persons related to underwriters of the Bonds.
If, however, a bid is submitted for the bidder’s own account in a capacity other than as an underwriter of the Bonds,
and the bidder has no current intention to sell, reoffer, or otherwise dispose of the Bonds, the bidder shall notify the
Issuer to that effect at the time it submits its bid and shall provide a certificate to that effect in place of the certificate
otherwise required below.
If the winning bidder intends to act as an underwriter, the Issuer shall advise the winning bidder at or prior to the
time of award whether (i) the competitive sale rule or (ii) the “hold-the-offering price” rule applies, as described in
the following paragraph.
If the Issuer advises the winning bidder that the requirements for a competitive sale have not been satisfied and that
the hold-the-offering price rule applies, the winning bidder shall (1) upon the request of the Issuer confirm that the
underwriters did not offer or sell any maturity of the Bonds to any person at a price higher than the initial offering
price of that maturity during the period starting on the award date and ending on the earlier of (a) the close of the
fifth business day after the sale date or (b) the date on which the underwriters have sold at least 10% of that maturity
to the public at or below the initial offering price; and (2) at or prior to closing, deliver to the Issuer a certification
substantially in the form attached hereto as Exhibit A, together with a copy of the pricing wire.
If the Issuer advises the winning bidder that the requirements for a competitive sale have been satisfied and that the
competitive sale rule applies, the winning bidder will be required to deliver to the Issuer at or prior to closing a
certification, substantially in the form attached hereto as Exhibit B, as to the reasonably expected initial offering
price as of the award date.
Any action to be taken or documentation to be received by the Issuer pursuant hereto may be taken or received on
behalf of the Issuer by the Municipal Advisor.
Bidders should prepare their bids on the assumption that the Bonds will be subject to the “hold-the-offering-
price” rule. Any bid submitted pursuant to the Terms of Proposal shall be considered a firm offer for the
purchase of the Bonds, and bids submitted will not be subject to cancellation or withdrawal.
ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease
will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase
price will also be adjusted to maintain the same gross spread. Such adjustments shall be made promptly after the
sale and prior to the award of Proposals by the City and shall be at the sole discretion of the City. The successful
bidder may not withdraw or modify its Proposal once submitted to the City for any reason, including post-sale
adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on February 1, 2030 and 2031 are subject to redemption and prepayment at the option of the City
on February 1, 2029 and any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or
in part of the Bonds subject to prepayment. If redemption is in part, the maturities and principal amounts within
each maturity to be redeemed shall be determined by the City and if only part of the Bonds having a common
maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond
Registrar.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the
failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or
refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in accordance with terms of the
purchase contract. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be
paid by the successful bidder.
DELIVERY
Delivery of the Bonds will be within forty days after award, subject to an approving legal opinion by Dorsey &
Whitney LLC, Bond Counsel. The legal opinion will be paid by the City and delivery will be anywhere in the
continental United States without cost to the successful bidder at DTC.
TYPE OF PROPOSAL
Proposals of not less than $15,574,400 (99.20%) and accrued interest on the principal sum of $15,700,000 must be
filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality. Proposals
for the Bonds should be delivered to Northland Securities, Inc. and addressed to:
Jerilyn Erickson, Finance Director
Lakeville City Hall
20195 Holyoke Ave
Lakeville, Minnesota 55044
A good faith deposit (the “Deposit”) in the amount of $314,000 in the form of a federal wire transfer (payable to
the order of the City) is only required from the apparent winning bidder, and must be received within two hours
after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire
instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent
winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds
to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the
Deposit amount within two hours of said offer.
The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement and
no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with the accepted
Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the time set for receiving
Proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to
another date without award of the Bonds having been made.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC)
basis. The City’s computation of the interest rate of each Proposal, in accordance with customary practice, will be
controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City will reserve the right to: (i)
waive non-substantive informalities of any Proposal or of matters relating to the receipt of Proposals and award of
the Bonds, (ii) reject all Proposals without cause, and (iii) reject any Proposal which the City determines to have
failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the initial
offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal
Revenue Code of 1986, as amended.
OFFICIAL STATEMENT
By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees
that, no more than seven business days after the date of such award, it shall provide to the senior managing
underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an electronic format
as prescribed by the Municipal Securities Rulemaking Board (MSRB).
FULL CONTINUING DISCLOSURE UNDERTAKING
The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure Undertaking
to provide, or cause to be provided, annual financial information, including audited financial statements of the City,
and notices of certain material events, as required by SEC Rule 15c2-12.
NOT BANK QUALIFIED
The City will not designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER’S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option
of the successful bidder, the purchase of any such insurance policy or the issuance of any such commitment shall
be at the sole option and expense of the successful bidder of the Bonds. Any increase in the costs of issuance of the
Bonds resulting from such purchase of insurance shall be paid by the successful bidder, except that, if the City has
requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating
agency fees shall be the responsibility of the successful bidder. Failure of the municipal bond insurer to issue the
policy after the Bonds have been awarded to the successful bidder shall not constitute cause for failure or refusal
by the successful bidder to accept delivery on the Bonds.
The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale.
Dated: June 15, 2020 BY ORDER OF THE LAKEVILLE, MINNESOTA CITY COUNCIL
/s/ Jerilyn Erickson
Finance Director
Additional information may be obtained from:
Northland Securities, Inc.
150 South 5th Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
EXHIBIT A
ISSUE PRICE CERTIFICATE – COMPETITIVE SALES WITH AT LEAST THREE BIDS
FROM ESTABLISHED UNDERWRITERS
$[PRINCIPAL AMOUNT]
[BOND CAPTION]
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER] (“[SHORT NAME OF UNDERWRITER]”),
hereby certifies as set forth below with respect to the sale of the obligations named above (the “Bonds”).
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by
[SHORT NAME OF UNDERWRITER] are the prices listed in Schedule A (the “Expected Offering Prices”). The
Expected Offering Prices are the prices for the Maturities of the Bonds used by [SHORT NAME OF
UNDERWRITER] in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy
of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Bonds.
(b) [SHORT NAME OF UNDERWRITER] was not given the opportunity to review other bids prior
to submitting its bid.
(c) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase
the Bonds.
2. Defined Terms. For purposes of this Issue Price Certificate:
(a) Issuer means [DESCRIBE ISSUER].
(b) Maturity means Bonds with the same credit and payment terms. Any Bonds with different maturity
dates, or with the same maturity date but different stated interest rates, are treated as separate Maturities.
(c) Member of the Distribution Group means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including
a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds
to the Public).
(d) Public means any person (i.e., an individual, trust, estate, partnership, association, company, or
corporation) other than a Member of the Distribution Group or a related party to a Member of the Distribution
Group. A person is a “related party” to a Member of the Distribution Group if the Member of the Distribution
Group and that person are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power
or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of
another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership
of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership,
as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
(e) Sale Date means the first day on which there is a binding contract in writing for the sale of the
respective Maturity. The Sale Date of each Maturity was [DATE].
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents [SHORT NAME OF UNDERWRITER]’s interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer[ and BORROWER (the
“Borrower”)] with respect to certain of the representations set forth in the [Tax Certificate][Tax Exemption
Agreement] and with respect to compliance with the federal income tax rules affecting the Bonds, and by [BOND
COUNSEL] in connection with rendering its opinion that the interest on the Bonds is excluded from gross income
for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038[-G][-GC][-TC], and
other federal income tax advice that it may give to the Issuer[ and the Borrower] from time to time relating to the
Bonds.
[UNDERWRITER]
By:_______________________________________
Name:_____________________________________
Dated: [ISSUE DATE]
ISSUE PRICE CERTIFICATE – COMPETITIVE SALES WITH FEWER THAN THREE BIDS
FROM ESTABLISHED UNDERWRITERS
$[PRINCIPAL AMOUNT]
[BOND CAPTION]
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] ([“[SHORT NAME
OF UNDERWRITER]”)][the “Representative”)][, on behalf of itself and [NAMES OF OTHER
UNDERWRITERS] (together, the “Underwriting Group”),] hereby certifies as set forth below with respect to the
sale of the obligations named above (the “Bonds”).
1. Initial Offering Price of the Bonds. [SHORT NAME OF UNDERWRITER][The Underwriting
Group] offered the Bonds to the Public for purchase at the specified initial offering prices listed in Schedule A (the
“Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire for the Bonds is attached to this
certificate as Schedule B.
2. Hold the Offering Price Rule. [SHORT NAME OF UNDERWRITER][Each member of the
Underwriting Group] has agreed in writing that, (i) for each Maturity, it would neither offer nor sell any of the
Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during
the Holding Period for such Maturity (the “Hold-the-Offering-Price Rule”), and (ii) any agreement among
underwriters, selling group agreement, or third-party distribution agreement contains the agreement of each
underwriter, dealer, or broker-dealer who is a party to such agreement to comply with the Hold-the-Offering-Price
Rule. Based on the [Representative][SHORT NAME OF UNDERWRITER]’s own knowledge and, in the case of
sales by other Members of the Distribution Group, representations obtained from the other Members of the
Distribution Group, no Member of the Distribution Group has offered or sold any such Maturity at a price that is
higher than the respective Initial Offering Price during the respective Holding Period.
3. Defined Terms. For purposes of this Issue Price Certificate:
(a) Holding Period means the period starting on the Sale Date and ending on the earlier of (i) the close
of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which Members of the Distribution Group
have sold at least 10% of such Maturity to the Public at one or more prices, none of which is higher than the Initial
Offering Price for such Maturity.
(b) Issuer means [DESCRIBE ISSUER].
(c) Maturity means Bonds with the same credit and payment terms. Any Bonds with different maturity
dates, or with the same maturity date but different stated interest rates, are treated as separate Maturities.
(d) Member of the Distribution Group means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including
a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds
to the Public).
(e) Public means any person (i.e., an individual, trust, estate, partnership, association, company, or
corporation) other than a Member of the Distribution Group or a related party to a Member of the Distribution
Group. A person is a “related party” to a Member of the Distribution Group if the Member of the Distribution
Group and that person are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power
or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of
another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership
of the value of
the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable,
if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock
or interests by one entity of the other).
(f) Sale Date means the first day on which there is a binding contract in writing for the sale of the
respective Maturity. The Sale Date of each Maturity was [DATE].
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents [NAME OF UNDERWRITING FIRM][the Representative’s] interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer[ and
BORROWER (the “Borrower”)] with respect to certain of the representations set forth in the [Tax Certificate][Tax
Exemption Agreement] and with respect to compliance with the federal income tax rules affecting the Bonds, and
by [BOND COUNSEL] in connection with rendering its opinion that the interest on the Bonds is excluded from
gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038[-G][-
GC][-TC], and other federal income tax advice that it may give to the Issuer[ and the Borrower] from time to time
relating to the Bonds.
[UNDERWRITER][REPRESENTATIVE]
By:_______________________________________
Name:_____________________________________
Dated: [ISSUE DATE]