HomeMy WebLinkAbout21-028CITY OF LAKEVILLE
RESOLUTION NO. 21-28
RESOLUTION RELATING TO A TAX ABATEMENT 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 construction of a liquor store in the City (the
"Project").
1.03. On the date hereof, this Council conducted a public hearing 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"):
Notice of the public hearing was duly published as required by law in the Sun Thisweek, the
official newspaper of the City, on March 5, 2021, 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:
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 a municipal facility 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.
4830-2115-5549\4
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. The Abatement will reduce the taxes
for the Property, and the total amount of the Abatement is estimated to be approximately
$6,020,000.
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. Independent School District No. 194 (the "District") has declined to participate in
the Abatement.
Section 4. Issuance of the Bonds.
4.01. The issuance of the Bonds, in the approximate aggregate principal amount of
$6,020,000, for the purpose of financing the Project, is hereby approved.
4.02. 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 as Exhibit B hereto and
hereby approved and which shall be placed on file by the City Clerk. Each and all of the provisions
of the Terms of Proposal are hereby adopted as the terms and conditions of the Bonds and of the
sale thereof, subject to adjustment for issue price compliance terms that may be required prior to
the date of sale. Northland Securities, Inc., as independent municipal advisor, pursuant to
Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), is hereby authorized to solicit
bids for the Bonds on behalf of the City on a competitive basis without requirement of published
notice.
4.03. The City Council shall meet at the times and place shown in the attached 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 interest of the City.
ADOPTED by the Lakeville City Council this 15`h day of March, 2021.
4830-2115-5549\4
CITY OF LAKEVILLE
By:
Douglas P. Anderson, Mayor
ATTEST:
-4
Charlene Frie s, City Clerk
VOTE
Anderson
Bermel
Hellier
Lee
Volk
Aye
Er
Gr
Br
G?"
21
Nay
❑
❑
❑
❑
❑
Abstain
❑
❑
❑
❑
❑
Absent
❑
❑
❑
❑
❑
4830-2115-5549\4
EXHIBIT A
List of Property to be Abated for the Liquor Store Project
224434002020
220350003011
221805001010
224434001010
224434001032
224434002030
224434101010
224434201010
224434301010
224950001013
226800001060
226800001070
226800001080
226800001090
226800002020
226800001050
220300007010
220300054011
220300055023
228360001010
228360001030
228360001040
228360001050
228360001060
228360001080
228360001090
228360001100
228360001020
228360001070
228360001110
4830-2115-5549\4
Exhibit B
Terms of Proposal
[Attached]
�s#ilbiiF��ii1C
TERMS OF PROPOSAL
$6,020,000'
GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2021B
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, April 19, 2021, at 10:30 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, April 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 10:30 A.M., CT, on Monday, April 19, 2021. Proposals may be submitted
electronically via PARITY" or its successor, pursuant to this Notice until 10:30 A.M., CT, but no Proposal
will be received after the time for receiving Proposals specified above. To the extent any instructions or
directions set forth in PARITY, or its successor, conflict with this Notice, the terms of this Notice shall
control. For further information about PARITY, or its successor, potential bidders may contact Northland
Securities, Inc. or i -Deal® at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212-849-5021.
Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of
PARITY' or its successor. All bidders are advised that each Proposal shall be deemed to constitute a
contract between the bidder and the City to purchase the Bonds regardless of the manner in which the
Proposal is submitted.
BOOK -ENTRY SYSTEM
The Bonds will be issued by means of a book -entry system with no physical distribution of bond
certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate,
representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the
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.
4830-2115-5549\4
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.
DATE OF ORIGINAL ISSUE OF BONDS
Date of Delivery (Estimated to be May 18, 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 the construction of a liquor store and to pay costs associated
with the issuance of the Bonds. The Bonds are payable from tax abatement levies and additionally secured
by revenues of the City's Liquor Fund and 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, 2022, 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
2023
$265,000
2028
$275,000
2033
$295,000
2038
$330,000
2024
265,000
2029
280,000
2034
305,000
2039
335,000
2025
265,000
2030
280,000
2035
310,000
2040
345,000
2026
270,000
2031
285,000
2036
315,000
2041
355,000
2027
270,000
2032
290,000
2037
325,000
2042
360,000
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
4830-2115-5549A
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.
4830-2115-5549\4
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 2042 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 $5,953,780 (98.90%) and accrued interest on the principal sum of $6,020,000
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
4830-2115-5549\4
A good faith deposit (the "Deposit") in the amount of $120,400 in the form of a federal wire transfer
(payable to the order of the City) is only required from the apparent winningbidder, 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.
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.
4830-2115-5549\4
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: March 15, 2021 BY ORDER OF THE LAKEVILLE, MINNESOTA CITY
COUNCIL
/s/ Jerilyn Erickson
Finance Director
Additional information may be obtained from:
Northland Securities, Inc.
150 South 5' Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
4830-2115-5549A
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").
I . 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
4830-2115-5549A
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]
Lo
Name:
Dated: [ISSUE DATE]
4830-2115-5549\4
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.
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).
4830-2115-5549\4
(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]
Lo
Name:
Dated: [ISSUE DATE]
4830-2115-5549\4