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HomeMy WebLinkAboutItem 08November 16, 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 2021A; RESOLUTION APPROVING AN INTERFUND LOAN 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 2021A. 3) Move to approve Resolution Approving an Interfund Loan. Passage of this motion will result in the financing of the energy savings improvements to the Ames and Hasse ice arenas. Overview Recommendations and financial impacts for 2021A bonds were discussed at the October 26, 2020 Council work session. The debt will be repaid with a combination of property taxes and revenues received from Independent School District #194 per a Joint Powers Agreement approved in August 2020. A public hearing is being held on November 16, 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 • 2021A o Bond Structure – The term of the bonds is 20 years. The structure of the 2021A bonds is compliant with the City’s Debt Policy. o Call Provision - Bonds maturing on and after 2/1/2030 may be prepaid at a price of par plus accrued interest on 02/01/2029 or any date thereafter. Supporting Information • Bond Resolutions (2) (Prepared by Dorsey & Whitney, LLP) • Resolution for Interfund Loan 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 & Revenues from ISD#194 2021-2025 CIP 4844-6235-8977\3 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 energy savings improvements (the “Improvements”) to the Ames and Hasse ice arenas (the “Facilities”) and a proposal that the City issue its general obligation tax abatement bonds in an aggregate principal amount not to exceed $8,100,000 (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 October 30, 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 4844-6235-8977\3 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 4844-6235-8977\3 CITY OF LAKEVILLE RESOLUTION NO. _____ RESOLUTION RELATING TO A TAX ABATEMENT, TEFRA HEARING, AND GENERAL OBLIGATION TAX ABATEMENT BONDS; GRANTING THE ABATEMENT AND APPROVING THE 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 energy savings improvements (the “Improvements”) to the Ames and Hasse ice arenas (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 those with the tax parcel identification numbers listed on Exhibit A hereto (the “Property”): 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 $8,100,000 (the “Bonds”), under Sections 469.1813 and Chapter 475, as amended, for the purpose of financing the Project. Notice of the public hearing was duly published as required by law in the Sun Thisweek, the official newspaper of the City, on October 30, 2020, which date is no fewer than ten 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: 4844-6235-8977\3 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 twenty (20) years, subject to satisfaction of the conditions for such duration described in Section 469.1813, subdivision 6(b). The Abatement will reduce the taxes for the Property, and the total amount of the Abatement is estimated to be approximately $8,100,000. 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. 3.04. Pursuant to the Joint Powers Agreement between the City and Independent School District No. 194 (the “District”), the District has waived any notice or procedural requirements under Minnesota Statutes, Sections 469.1813-469.1814, with respect to the Property. 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. ADOPTED by the Lakeville City Council this 16th day of November, 2020. 4844-6235-8977\3 CITY OF LAKEVILLE By: Douglas P. Anderson, Mayor ATTEST: Charlene Friedges, City Clerk VOTE Anderson Hellier Lee Volk Wheeler Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ 4844-6235-8977\3 EXHIBIT A Tax Parcel Identification Numbers 220190005 010 22211950 2040 22211950 5010 22211950 7030 22211970 3210 22426000 1130 22562000 2090 22211970 3170 22426000 2030 220190006 010 22211950 2050 22211950 5020 22211950 7040 22211970 4010 22426000 1140 22562000 2100 22426000 1030 22426000 4010 220190010 012 22211950 2070 22211950 5030 22211950 7060 22211970 4020 22426000 1150 22562000 3010 22211950 1020 22562000 1030 220190011 010 22211950 2080 22211950 5040 22211950 7070 22211970 4030 22426000 1160 22562000 3020 22426000 2010 22211950 3090 220190013 010 22211950 2090 22211950 5050 22211950 7080 22211970 4040 22426000 2040 22562000 3030 22562000 1070 22211980 1070 220190014 010 22211950 2100 22211950 5070 22211950 7090 22211970 4050 22426000 2050 22562000 3040 22426000 1170 22211950 2060 220190015 010 22211950 2110 22211950 5080 22211950 7100 22211970 4060 22426000 2060 22562000 3050 22211980 3080 22562010 2090 220190017 013 22211950 2120 22211950 5090 22211950 7120 22211970 4070 22426000 2080 22562000 3060 22211950 4220 22211970 2020 220190018 012 22211950 2130 22211950 5100 22211950 7140 22211980 1010 22426000 2090 22562000 3070 22211950 7050 22426000 3040 220190019 010 22211950 3010 22211950 6010 22211950 7150 22211980 1020 22426000 3010 22562000 3080 22211950 4060 22211950 7110 220190076 012 22211950 3020 22211950 6020 22211950 7160 22211980 1030 22426000 3020 22562000 3090 22562000 2020 22426000 3050 220190077 010 22211950 3030 22211950 6030 22211950 7170 22211980 1040 22426000 3030 22562000 3100 22562010 1070 220190078 010 22211950 3040 22211950 6040 22211950 7180 22211980 1050 22426000 4020 22562000 4010 22211950 4080 220190079 010 22211950 3060 22211950 6050 22211950 7190 22211980 1060 22426000 4030 22562010 1010 22211950 4190 220190085 012 22211950 3070 22211950 6060 22211950 7200 22211980 2010 22426000 5010 22562010 1020 22189500 1070 220190086 012 22211950 3080 22211950 6070 22211970 1010 22211980 2020 22426000 5020 22562010 1030 22211970 3050 220190087 012 22211950 3100 22211950 6080 22211970 1020 22211980 2040 22426000 5030 22562010 1040 22426000 1180 220190090 010 22211950 3110 22211950 6090 22211970 1030 22211980 2050 22426000 5050 22562010 1050 22426000 1120 220200053 010 22211950 3120 22211950 6100 22211970 2010 22211980 2060 22562000 1010 22562010 1060 22019000 9012 220200055 012 22211950 3130 22211950 6110 22211970 2030 22211980 2070 22562000 1020 22562010 1090 22189500 1030 220290029 010 22211950 3140 22211950 6120 22211970 2040 22211980 2080 22562000 1040 22562010 1100 22019001 7022 221170001 010 22211950 3150 22211950 6130 22211970 2060 22211980 3010 22562000 1050 22562010 1120 22426000 1040 221170001 020 22211950 3160 22211950 6140 22211970 2070 22211980 3020 22562000 1060 22562010 1130 22211950 2030 221170001 030 22211950 4010 22211950 6150 22211970 2080 22211980 3030 22562000 1080 22562010 1140 22211980 2030 221170001 040 22211950 4020 22211950 6170 22211970 2090 22211980 3040 22562000 1090 22562010 1160 22426000 2020 4844-6235-8977\3 221895001 015 22211950 4030 22211950 6180 22211970 2100 22211980 3050 22562000 1100 22562010 1170 22378500 1010 221895001 040 22211950 4040 22211950 6190 22211970 3010 22211980 3060 22562000 1110 22562010 2010 22211950 3050 221895001 050 22211950 4050 22211950 6200 22211970 3030 22211980 3070 22562000 1120 22562010 2020 22211970 2050 221895001 060 22211950 4070 22211950 6210 22211970 3040 22211980 3090 22562000 1130 22562010 2030 22211950 1090 221895002 010 22211950 4090 22211950 6220 22211970 3060 22378500 1020 22562000 1150 22562010 2040 22426000 2070 221895002 020 22211950 4100 22211950 6230 22211970 3070 22378500 1030 22562000 1160 22562010 2050 22426000 5040 221895002 030 22211950 4110 22211950 6250 22211970 3080 22378500 1040 22562000 1170 22562010 2060 22562000 2080 222119501 010 22211950 4120 22211950 6260 22211970 3090 22426000 0050 22562000 1180 22562010 2070 22562010 1150 222119501 030 22211950 4130 22211950 6270 22211970 3100 22426000 1010 22562000 1190 22562010 2080 22562000 1140 222119501 040 22211950 4140 22211950 6280 22211970 3110 22426000 1020 22562000 1200 22562010 2100 22211950 4150 222119501 050 22211950 4160 22211950 6290 22211970 3120 22426000 1050 22562000 2010 22562010 2110 22562010 1110 222119501 060 22211950 4170 22211950 6300 22211970 3130 22426000 1060 22562000 2030 22211950 5060 22211950 6160 222119501 070 22211950 4180 22211950 6310 22211970 3150 22426000 1080 22562000 2040 22426000 1070 22562010 1080 222119501 080 22211950 4200 22211950 6320 22211970 3160 22426000 1090 22562000 2050 22211970 3190 22211950 6240 222119502 010 22211950 4210 22211950 6330 22211970 3180 22426000 1100 22562000 2060 22211950 7020 22211970 3020 222119502 020 22211950 4230 22211950 7010 22211970 3200 22426000 1110 22562000 2070 22211950 4240 22211970 3140 4837-1735-0865\2 CITY OF LAKEVILLE RESOLUTION NO. _____ RESOLUTION AUTHORIZING ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS, SERIES 2021A 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 Tax Abatement Bonds, Series 2021A, in the principal amount not to exceed $8,100,000 (the Bonds), pursuant to Minnesota Statutes, Sections 469.1812 through 469.1815 and Chapter 475, to finance various improvements to the Lakeville Arenas and to pay costs associated with the issuance of the Bonds. 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 16th day of November, 2020. CITY OF LAKEVILLE By: Douglas P. Anderson, Mayor ATTEST: Charlene Friedges, City Clerk VOTE Anderson Hellier Lee Volk Wheeler Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ 4837-1735-0865\2 TERMS OF PROPOSAL $8,055,000* GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2021A 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 Tuesday, January 19, 2021, at 11:00 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 Tuesday, January 19, 2021 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 11:00 A.M., CT, on Tuesday, January 19, 2021. Proposals may be submitted electronically via PARITY™ or its successor, pursuant to this Notice until 11:00 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. 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. * 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. 4837-1735-0865\2 DATE OF ORIGINAL ISSUE OF BONDS Date of Delivery (Estimated to be February 16, 2021) AUTHORITY/PURPOSE/SECURITY The Bonds are being issued pursuant to Minnesota Statutes, Sections 469.1812 through 469.1815 and Chapter 475. Proceeds will be used to finance various improvements to the Lakeville Arenas and to pay costs associated with the issuance of the Bonds. The Bonds are payable from tax abatement levies 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 August 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 Year Amount Year Amount 2022 $360,000 2027 $370,000 2032 $395,000 2037 $440,000 2023 355,000 2028 370,000 2033 405,000 2038 450,000 2024 360,000 2029 375,000 2034 410,000 2039 460,000 2025 360,000 2030 385,000 2035 420,000 2040 470,000 2026 365,000 2031 390,000 2036 430,000 2041 485,000 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. 4837-1735-0865\2 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. 4837-1735-0865\2 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 through 2041 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 thirty-five 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 $7,990,560 (99.20%) and accrued interest on the principal sum of $8,055,000 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 $161,100 in the form of a federal wire transfer (payable to the order of the City) is only required from the apparent winning bidder, and must be received within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer. 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 4837-1735-0865\2 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: November 16, 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 4837-1735-0865\2 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 4837-1735-0865\2 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. 4837-1735-0865\2 (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] CITY OF LAKEVILLE RESOLUTION NO. ____ RESOLUTION APPROVING AN INTERFUND LOAN WHEREAS, The City Council approved a contract with Apex Facility Solutions (APEX) on April 6, 2020 for energy savings improvements to Lakeville Arenas’ facilities; and WHEREAS, The City Council approved a Joint Powers Agreement with Independent School District #194 which provides that the debt and debt-related costs are paid 50/50 by the City and ISD#194 on August 17, 2020; and WHEREAS, The City Council provided the authorization of the “notice to proceed” on August 17, 2020 for construction to commence on the APEX energy savings improvements; and WHEREAS, To fund this project, the City Council authorized the issuance and sale of general obligation bonds, series 2021A, which will take place in January 2021 and is anticipated to close in February 2021; and WHEREAS, the City will incur and pay construction costs of approximately $900,000 prior to the end of the fiscal year and prior to bond proceeds being received. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Lakeville, Minnesota, as follows: 1) The recitals set forth above are incorporated herein; 2) A loan from the City’s Water Trunk Fund (F5500) is authorized in an amount sufficient to cover all project costs incurred for the APEX energy savings improvement project until bond proceeds are received in 2021; 3) The Water Trunk Fund (the lending fund) will be compensated for the use of its financial resources at the market rate realized on the City’s general investment pool during the loan period which will end when bond proceeds are received. ADOPTED by the Lakeville City Council this 16th day of November 2020. ______________________________ Douglas P. Anderson, Mayor _________________________________ Charlene Friedges, City Clerk