HomeMy WebLinkAbout21-178CITY OF LAKEVILLE
RESOLUTION
Date: December 6, 2021 Resolution No. 21-178
Motion By Bermel Seconded By Lee
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $13,240,000 GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2022A
BE IT RESOLVED by the City Council (the "Council") of the City of Lakeville, Minnesota
(the "City"), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization.
This City Council, by resolution duly adopted on November 1, 2021, authorized the
issuance and sale of its General Obligation Refunding Bonds, Series 2022A (the "Bonds"),
pursuant to Minnesota Statutes, Section 475.58, Sub. 3b, and Chapters 444 and 475 to (a) refund
in a current refunding and redeem on February 1, 2022 (the "Redemption Date"), the 2023 and
later maturities (the "Refunded Bonds") of the following issues of the City: (i) General Obligation
Improvement Bonds, Series 2012A (the "Series 2012A Bonds"), (ii) General Obligation
Refunding Bonds, Series 2012B (the "Series 2012B Bonds"), and (iii) General Obligation
Improvement Bonds, Series 2013A (the "Series 2013A Bonds") and (b) pay costs associated with
the issuance of the Bonds.
The Series 2012A Bonds were issued pursuant Minnesota Statutes, Chapters 429 and 475
to finance various street improvement projects within the City (the "2012A Projects").
The Series 2012B Bonds were issued pursuant to Minnesota Statutes, Chapter 475 to
refund the City's (i) General Obligation Street Reconstruction Bonds, Series 2003A, which
financed certain street reconstruction projects in the City (as refinanced, the "2012B Street
Reconstruction Projects") and (ii) General Obligation Capital Improvement Plan Bonds, Series
2004A, which financed certain projects identified in the City's capital improvement plan (as
refinanced, the "2012B CIP Projects"; together with the 2012B Street Reconstruction Projects, the
"2012B Projects").
The Series 2013A Bonds were issued pursuant to Minnesota Statutes, Chapters 429 and
475 to finance certain infrastructure improvement projects in various areas of the City (the "2013A
Projects"; together with the Series 2012A Projects and the Series 2012B Projects, the "Projects").
The portion of the Bonds ($1,370,000) that is being issued to refinance the 2012A Projects
is herein referred to as the 2012A Refunding Bonds.
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The portion of the Bonds ($3,365,000) that is being issued to refinance the 2012B Street
Reconstruction Projects is herein referred to as the 2012B Street Reconstruction Refunding Bonds.
The portion of the Bonds ($7,255,000) that is being issued to refinanced the 2012B CIP
Projects is herein referred to as the 2012B CIP Refunding Bonds (and together with the 2012B
Street Reconstruction Bonds, the "201213 Refunding Bonds").
The portion of the Bonds ($1,250,000) that is being issued to refinance the 2013A Projects
is herein referred to as the 2013A Refunding Bonds.
Maturity schedules for each portion of the Bonds are attached hereto as EXHIBIT A.
1.02. Sale. Pursuant to the Terms of Proposal and the Preliminary Official Statement
prepared on behalf of the City by Northland Securities, Inc. ("Northland"), municipal advisor to
the City, sealed or electronic proposals for the purchase of the Bonds were received at or before
the time specified for receipt of proposals. The proposals have been opened, publicly read and
considered and the purchase price, interest rates and net interest cost under the terms of each
proposal have been determined. The most favorable proposal received is that of Morgan Stanley
& Co. LLC, in New York, New York (the "Purchaser"), to purchase the Bonds in the principal
amount of $13,240,000, at a price of $14,904,657.01 plus accrued interest, if any, on all Bonds to
the day of delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Clerk are hereby authorized and directed on behalf of the City to execute a contract for
the sale of the Bonds with the Purchaser in accordance with the Preliminary Official Statement.
The good faith deposit of the Purchaser shall be retained and deposited by the City until the Bonds
have been delivered, and shall be deducted from the purchase price paid at settlement.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed
precedent to and in the valid issuance of the Bonds having been done, now existing, having
happened and having been performed, it is now necessary for the Council to establish the form and
terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of January 6, 2022, shall be in the denomination of $5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of issue until paid or duly called for redemption, at the
annual rates set forth opposite such years and amounts, as follows:
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Year
Principal
Rate
Year
Principal
Rate
2023
$2,300,000
4.000%
2029
$1,220,000
4.000%
2024
2,000,000
4.000
2030
1,315,000
4.000
2025
1,810,000
4.000
2031
140,000
2.000
2026
1,925,000
4.000
2032
135,000
2.000
2027
1,080,000
4.000
2033
125,000
2.000
2028
1,140,000
4.000
2034
50,000
2.000
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender
of each Bond, the principal amount thereof shall be payable by check or draft issued by the
Registrar described herein, provided that so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the
Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 2022,
each such date being referred to herein as an Interest Payment Date, to the persons in whose names
the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of
business on the fifteenth day of the calendar month preceding that in which such Interest Payment
Date occurs, whether or not such day is a business day. Interest shall be computed on the basis of
a 360 -day year composed of twelve 30 -day months.
2.04. Redemption. Bonds maturing on or after February 1, 2031, shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order of maturity
dates as the City may select and, within a maturity, by lot as selected by the Registrar (or, if
applicable, by the bond depository in accordance with its customary procedures) in integral
multiples of $5,000, on February 1, 2030, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The City Clerk shall cause
notice of the call for redemption thereof to be published if and as required by law, and at least
thirty (30) and not more than sixty (60) days prior to the designated redemption date, shall cause
notice of call for redemption to be mailed, by first class mail, to the Registrar and registered holders
of any Bonds to be redeemed at their addresses as they appear on the Bond Register described in
Section 2.06 hereof, provided that notice shall be given to any securities depository in accordance
with its operational arrangements. No defect in or failure to give such notice of redemption shall
affect the validity of proceedings for the redemption of any Bond not affected by such defect or
failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified and from and after such date (unless the City shall default in the payment
of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,
representing the remaining principal amount outstanding.
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2.05. Appointment of Registrar. The City hereby appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Bond registrar, transfer agent and paying agent (the
"Registrar"). The Mayor and City Clerk are authorized to execute and deliver, on behalf of the
City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company organized under the laws of the
United States or one of the states of the United States and authorized by law to conduct such
business, such corporation shall be authorized to act as successor Registrar. The City agrees to
pay the reasonable and customary charges of the Registrar for the services performed. The City
reserves the right to remove the Registrar, effective upon not less than thirty days' written notice
and upon the appointment and acceptance of a successor Registrar, in which event the predecessor
Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall
deliver the Bond Register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal corporate trust office a
register (the "Bond Register") in which the Registrar shall provide for the registration of
ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be
registered, transferred or exchanged. The term Holder or Bondholder as used herein shall
mean the person (whether a natural person, corporation, association, partnership, trust,
governmental unit, or other legal entity) in whose name a Bond is registered in the Bond
Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the Holder thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly
authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of a like aggregate
principal amount and maturity, as requested by the transferor. The Registrar may, however,
close the books for registration of any transfer after the fifteenth day of the month preceding
that in which the interest payment date occurs and until such interest payment date.
(c) Exchange of Bonds. At the option of the Holder of any Bond in a
denomination greater than $5,000, such Bond may be exchanged for other Bonds of
authorized denominations, of the same maturity and a like aggregate principal amount,
upon surrender of the Bond to be exchanged at the office of the Registrar. Whenever any
Bond is so surrendered for exchange the City shall execute and the Registrar shall
authenticate and deliver the Bonds which the Bondholder making the exchange is entitled
to receive.
(d) Cancellation. All Bonds surrendered for payment, transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed by the
City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
4889-4582-5280\6 4
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the Bond Register as the absolute
owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving
payment of or on account of, the principal of and interest on the Bond and for all other
purposes; and all payments made to or upon the order of such Holder shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon
filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen
or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate
bond or indemnity in form, substance and amount satisfactory to it, in which both the City
and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar
shall be canceled by it and evidence of such cancellation shall be given to the City. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption
in accordance with its terms it shall not be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to
the same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Clerk and shall be executed on behalf of the City by the signatures of the
Mayor and the City Clerk, provided that the signatures may be printed, engraved or lithographed
facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature
shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such
4889-4582-5280\6 5
officer had remained in office until the date of delivery of such Bond. Notwithstanding such
execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit
under this Resolution unless and until a certificate of authentication on the Bond, substantially in
the form provided in EXHIBIT B, has been executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds need not be
signed by the same representative. The executed certificate of authentication on any Bond shall
be conclusive evidence that it has been duly authenticated and delivered under this Resolution.
When the Bonds have been prepared, executed and authenticated, the City Clerk shall deliver them
to the Purchaser upon payment of the purchase price in accordance with the contract of sale
theretofore executed, and the Purchaser shall not be obligated to see to the application of the
purchase price.
2.08. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose
name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records
of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for which
DTC holds bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the City
agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds.
Upon initial issuance, the ownership of such Bonds shall be registered in the Bond Register in the
name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its
nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of
payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds
under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and
neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the
Registrar nor the City shall have any responsibility or obligation to any Participant, any person
claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or
any other person which is not shown on the Bond Register as being a registered owner of any
Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with
respect to the payment by DTC or any Participant of any amount with respect to the principal of
or interest on the Bonds, with respect to any notice which is permitted or required to be given to
owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of
any person to receive payment in the event of a partial redemption of the Bonds, or with respect to
4889-4582-5280\6 6
any consent given or other action taken by DTC as registered owner of the Bonds. So long as any
Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all
principal of and interest on such Bond, and shall give all notices with respect to such Bond, only
to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall
be valid and effective to fully satisfy and discharge the City's obligations with respect to the
principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other
than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the City to make payments of principal and interest. Upon delivery by DTC to the
Registrar of written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with
paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds in the form of physical certificates, the City may notify
DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through
DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in
accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services
with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging
its responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, if not previously
filed with DTC, by the Mayor or City Clerk is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted under paragraph
(b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of
the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee in accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner
of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this
resolution shall also apply to all matters relating thereto, including, without limitation, the printing
of such Bonds in the form of physical certificates and the method of payment of principal of and
interest on such Bonds in the form of physical certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the form found at
EXHIBIT B attached hereto.
Section 3. REFUNDING.
3.01. Use of Proceeds. Proceeds of the Bonds shall be used as follows:
(a) Proceeds of the 2012A Refunding Bonds in the amount of $1,480,187.00, together
with funds to be transferred from the debt service fund for the Series 2012A Bonds in the amount
of $379,813, shall be deposited in the sinking fund established for the Series 2012A Bonds to be
applied to their payment on the Redemption Date, and proceeds of the 2012A Refunding Bonds in
the amount of $8,533.87 shall be used to pay costs of issuance of the 2012A Refunding Bonds.
4889-4582-5280\6 7
(b) Proceeds of the 2012B Refunding Bonds in the amount of $11,990,000.00 shall be
deposited in the sinking fund established for the Series 2012B Bonds to be applied to their payment
on the Redemption Date, and proceeds of the 2012B Refunding Bonds in the amount of $66,153.06
shall be used to pay costs of issuance of the 2012B Refunding Bonds.
(c) Proceeds of the 2013A Refunding Bonds in the amount of $1,346,791.00, together
with funds to be transferred from the debt service fund for the Series 2013A Bonds in the amount
of $453,209.00 shall be deposited in the sinking fund established for the Series 2013A Bonds to
be applied to their payment on the Redemption Date, and proceeds of the 2013A Refunding Bonds
in the amount of $7,786.37 shall be used to pay costs of issuance of the 2013A Refunding Bonds.
3.02. Notice of Redemption. The City Clerk is hereby directed to advise U.S. Bank
National Association, St. Paul, Minnesota, as paying agent for the Refunded Bonds, to call the
Refunded Bonds for redemption and prepayment on the Redemption Date, substantially in the
forms attached hereto as Exhibit C-1; Exhibit C-2, and Exhibit C-3, all in accordance with the
provisions of the resolutions authorizing the issuance of the Series 2012A Bonds, Series 2012B
Bonds, and Series 2013A Bonds.
SECTION 4. GENERAL OBLIGATION REFUNDING BONDS, SERIES 2022A BOND
FUND. The Bonds shall be payable from a separate General Obligation Refunding Bonds, Series
2022A Bond Fund (the "Bond Fund") of the City, which shall be created and maintained on the
books of the City as a separate debt redemption fund until the Bonds, and all interest thereon, are
fully paid. Within the Debt Service Account (described below) of the Bond Fund are established
the following subaccounts:
(a) 2012A Projects Subaccount. There shall be credited to the 2012A Projects
Subaccount the following:
(i) Proceeds of the Series 2012A Refunding Bonds in the amount of
$4,097.94, representing a rounding amount;
(ii) funds in excess of the amounts necessary to accomplish the
refunding of the Series 2012A Refunded Bonds;
(iii) special assessments pledged to the 2012A Projects pursuant to the
resolution authorizing issuance of the Series 2012A Bonds, as
further described in Section 5 hereof,
(iv) taxes levied and collected in accordance with this Resolution and
allocable to the Series 2012A Refunding Bonds; and
(v) any other funds appropriated by the Council for the payment of the
Series 2012A Refunding Bonds.
(b) 2012B Street Reconstruction Projects Subaccount. There shall be credited to
the 2012B Street Reconstruction Projects Subaccount the following:
48894582-5280\6
(i) funds in excess of the amounts necessary to accomplish the
refinancing of the 2012B Street Reconstruction Projects by the
refunding of the Series 2012B Refunded Bonds;
(ii) taxes levied and collected in accordance with this Resolution and
allocable to the Series 2012B Street Reconstruction Refunding
Bonds; and
(iii) any other funds appropriated by the Council for the payment of the
Series 2012B Street Reconstruction Refunding Bonds.
(c) 2012B CIP Projects Subaccount. There shall be credited to the 2012B CIP
Projects Subaccount the following:
(i) Proceeds of the Series 2012B Refunding Bonds in the amount of
$945.51, representing a rounding amount;
(ii) funds in excess of the amounts necessary to accomplish the
refinancing of the 2012B CIP Projects by the refunding of the Series
2012B Refunded Bonds;
(iii) taxes levied and collected in accordance with this Resolution and
allocable to the Series 2012B CIP Refunding Bonds; and
(iv) any other funds appropriated by the Council for the payment of the
Series 2012B CIP Refunding Bonds.
(d) 2013A Projects Subaccount. There shall be credited to the 2013A Projects
Subaccount the following:
(i) Proceeds of the Series 2013A Refunding Bonds in the amount of
$162.26, representing a rounding amount;
(ii) funds in excess of the amounts necessary to accomplish the
refunding of the Series 2013A Refunded Bonds;
(iii) special assessments pledged to the 2013A Projects pursuant to the
resolution authorizing issuance of the Series 2013A Bonds, as
further described in Section 5 hereof;
(iv) taxes levied and collected in accordance with this Resolution and
allocable to the Series 2013A Refunding Bonds; and
(v) any other funds appropriated by the Council for the payment of the
Series 2013A Refunding Bonds.
The principal of and interest on the Bonds shall be payable from the Bond Fund, and the
money on hand in the Bond Fund from time to time shall be used only to pay the principal of and
48894582-5280\6 9
interest on the Bonds. On or before each principal and interest payment date for the Bonds, the
City Clerk is directed to remit to the Registrar from funds on deposit in the Bond Fund the amount
needed to pay principal and interest on the Bonds on the next succeeding principal and interest
payment date together with applicable fees.
There are hereby established two accounts in the Bond Fund, designated as the "Debt
Service Account" and the "Surplus Account." There shall initially be deposited into the Debt
Service Account upon the issuance of the Bonds the rounding amounts described in this (a)(i);
(c)(i), and (d)(i) of this Section. Thereafter, during each bond year (each twelve month period
commencing on February 1, and ending on the following January 31, a "Bond Year"), as monies
are received into the Bond Fund, the City Clerk shall first deposit such monies into the Debt
Service Account until an amount has been appropriated thereto sufficient to pay all principal and
interest due on the Bonds through the end of the Bond Year. All subsequent monies received in
the Bond Fund during the Bond Year shall be appropriated to the Surplus Account. If at any time
the amount on hand in the Debt Service Account is insufficient for the payment of principal and
interest then due, the City Clerk shall transfer to the Debt Service Account amounts on hand in the
Surplus Account to the extent necessary to cure such deficiency. Investment earnings (and losses)
on amounts from time to time held in the Debt Service Account and Surplus Account shall be
credited or charged to said accounts.
If the balance in the Bond Fund is at any time insufficient to pay all interest and principal
then due on all Bonds payable therefrom, the payment shall be made from any fund of the City
which is available for that purpose, subject to reimbursement from the Surplus Account when the
balance therein is sufficient, and the City covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,
which levy is not subject to any constitutional or statutory limitation.
SECTION 5. LEVY OF SPECIAL ASSESSMENTS. The City hereby covenants and agrees that
for payment of the cost of each of the 2012A Projects and the 2013A Projects (together, the
"Special Assessment Projects") it has done and will do and perform all acts and things necessary
for the full and valid levy of special assessments against all assessable lots, tracts and parcels of
land benefited thereby and located within the area assessed therefor, based upon the benefits
received by each such lot, tract or parcel, in an aggregate principal amount not less than twenty
percent (20%) of the cost of for each of the Special Assessment Projects. In the event that any
such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land,
due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City
or this Council or any of the City's officers or employees, either in the making of such assessment
or in the performance of any condition precedent thereto, the City and this Council hereby covenant
and agree that they will forthwith do all such further acts and take all such further proceedings as
may be required by law to make such assessments a valid and binding lien upon such property.
SECTION 6. RESERVED.
SECTION 7. PLEDGE OF TAXING POWERS. For the prompt and full payment of the principal
of and interest on the Bonds as such payments respectively become due, the full faith, credit and
unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to
produce aggregate amounts which, together with the collections of other amounts as set forth in
48894582-5280\6 10
Section 4, will produce amounts not less than 5% in excess of the amounts needed to meet when
due the principal and interest payments on the Bonds, ad valorem taxes are hereby, to the extent
not previously, levied on all taxable property in the City, the taxes to be levied and collected in the
years and amounts as shown on EXHIBIT D.
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,
provided that the City reserves the right and power to reduce the tax levies from other legally
available funds, in accordance with the provisions of Minnesota Statutes, Section 475.61.
SECTION 8. DEFEASANCE. When all of the Bonds have been discharged as provided in this
Section, all pledges, covenants and other rights granted by this Resolution to the Holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they are
prepayable according to their terms by depositing with the Registrar on or before that date an
amount equal to the principal, redemption premium, if any, and interest then due, provided that
notice of such redemption has been duly given as provided herein. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with the
Registrar or with a bank or trust company qualified by law to act as an escrow agent for this
purpose, cash or securities which are authorized by law to be so deposited for such purpose, bearing
interest payable at such times and at such rates and maturing or callable at the holder's option on
such dates as shall be required to pay all principal and interest to become due thereon to maturity
or, if notice of redemption as herein required has been irrevocably provided for, to an earlier
designated redemption date. If such deposit is made more than ninety days before the maturity
date or specified redemption date of the Bonds to be discharged, the City must have received a
written opinion of Bond Counsel to the effect that such deposit does not adversely affect the
exemption of interest on any Bonds from federal income taxation and a written report of an
accountant or investment banking firm verifying that the deposit is sufficient to pay when due all
of the principal and interest on the Bonds to be discharged on and before their maturity dates or
earlier designated redemption date.
SECTION 9. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
9.01. General Tax Covenant. The City agrees with the registered owners from time to
time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or
agents, any action that would cause interest on the Bonds to become includable in gross income of
the recipient under the Internal Revenue Code of 1986, as amended (the "Code") and applicable
Treasury Regulations (the "Regulations"), and agrees to take any and all actions within its powers
to ensure that the interest on the Bonds will not become includable in gross income of the recipient
under the Code and the Regulations. The City shall not enter into any lease, management contract,
use agreement, capacity agreement or other agreement with any non-governmental person, relating
to the use of the Projects, or any portion thereof, or security for the payment of the Bonds.
4889-4582-5280\6 11
9.02. Arbitrage Certification. The Mayor and City Clerk being the officers of the City
charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148
of the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds
of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds"
within the meaning of the Code and Regulations.
9.03. Arbitrage Rebate. The City acknowledges that the Bonds may be subject to the
rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at such
times as are required under said Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds
(other than amounts constituting a "bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
9.04. Reserved.
9.05. Not Qualified Tax -Exempt Obligations. The Bonds are not designated as "qualified
tax-exempt obligations" for purposes of Section 265(b)(3) of the Code.
9.06. Continuing Disclosure (a) Purpose and Beneficiaries. To provide for the public
availability of certain information relating to the Bonds and the security therefor and to permit the
Purchaser and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934
(17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time
to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the
following covenants and agreements for the benefit of the Owners (as hereinafter defined) from
time to time of the outstanding Bonds. The City is the only obligated person in respect of the
Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which
continuing disclosure must be made. If the City fails to comply with any provisions of this section,
any person aggrieved thereby, including the Owners of any outstanding Bonds, may take whatever
action at law or in equity may appear necessary or appropriate to enforce performance and
observance of any agreement or covenant contained in this section, including an action for a writ
of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall
not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding
anything to the contrary contained herein, in no event shall a default under this section constitute
a default under the Bonds or under any other provision of this resolution. As used in this section,
Owner or Bondowner means, in respect of the Bonds, the registered owner or owners thereof
appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter
defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial
ownership in form and substance reasonably satisfactory to the Registrar. As used herein,
Beneficial Owner means, in respect of the Bonds, any person or entity which (a) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bonds
4889-4582-5280\6 12
(including persons or entities holding Bonds through nominees, depositories or other
intermediaries), or (b) is treated as the owner of the Bonds for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c)
hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
(1) On or before 12 months after the end of each fiscal year of the City, commencing
with the fiscal year ending December 31, 2021, the following financial information
and operating data in respect of the City (the "Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year, prepared in
accordance with generally accepted accounting principles in accordance
with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such
generally accepted accounting principles for reasons beyond the reasonable
control of the City, noting the discrepancies therefrom and the effect
thereof, and certified as to accuracy and completeness in all material
respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in paragraph
(A) hereof, the information for such fiscal year or for the period most
recently available of the type contained in the Official Statement under the
headings: "Economic and Financial Information — Valuations," "— Tax
Capacity Rates," "— Tax Levies and Collections," and "Summary of Debt
and Debt Statistics," which information may be unaudited.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been filed with
the SEC or have been made available to the public by the Municipal Securities Rulemaking Board
(the "MSRB") through its Electronic Municipal Market Access System (EMMA). The City shall
clearly identify in the Disclosure Information each document so incorporated by reference. If any
part of the Disclosure Information can no longer be generated because the operations of the City
have materially changed or been discontinued, such Disclosure Information need no longer be
provided if the City includes in the Disclosure Information a statement to such effect; provided,
however, if such operations have been replaced by other City operations in respect of which data
is not included in the Disclosure Information and the City determines that certain specified data
regarding such replacement operations would be a Material Fact (as defined in paragraph (2)
hereof), then, from and after such determination, the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Disclosure Information is
4889-4582-5280\6 13
changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then
the City shall include in the next Disclosure Information to be delivered hereunder, to the extent
necessary, an explanation of the reasons for the amendment and the effect of any change in the
type of financial information or operating data provided.
(2) In a timely manner, not in excess of 10 business days, to the MSRB through EMMA,
notice of the occurrence of any of the following events (each a "Material Fact," as
hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities, if material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the City;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material; and
(N) Appointment of a successor or additional paying agent or the change of
name of a paying agent, if material.
(0) Incurrence of a financial obligation of the obligated person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a financial obligation of the obligated person, any of which
affect security holders, if material; and
(P) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation of the obligated
person, any of which reflect financial difficulties.
For purposes of the events identified in paragraphs (0) and (P) above, the term "financial
obligation" means (i) a debt obligation; (ii) a derivative instrument entered into in connection with,
or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a
4889-4582-5280\6 14
guarantee of (i) or (ii). The term "financial obligation" shall not include municipal securities as to
which a final official statement has been provided to the MSRB consistent with the Rule.
As used herein, for those events that must be reported if material, a "Material Fact" is a
fact as to which a substantial likelihood exists that a reasonably prudent investor would attach
importance thereto in deciding to buy, hold or sell the Bonds or, if not disclosed, would
significantly alter the total information otherwise available to an investor from the Official
Statement, information disclosed hereunder or information generally available to the public.
Notwithstanding the foregoing sentence, a Material Fact is also a fact that would be deemed
material for purposes of the purchase, holding or sale of the Bonds within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for
an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the obligated person, or if such jurisdiction has been
assumed by leaving the existing governing body and officials or officers in possession but subject
to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, to the MSRB through EMMA, notice of the occurrence of any
of the following events or conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are
prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB through EMMA, in an electronic
format as prescribed by the MSRB, the information described in subsection (b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
4889-4582-5280\6 15
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions
or proceedings, the failure of the City to comply with the requirements of this
section will not cause participating underwriters in the primary offering of the
Bonds to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended, or any statutes or laws successory
thereto or amendatory thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except
as provided in paragraph (c)(2) hereof) or the consent of the Owners of any Bonds,
by a resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change
in the identity, nature or status of the City or the type of operations conducted by
the City, or (b) is required by, or better complies with, the provisions of paragraph
(b)(5) of the Rule; (ii) this section as so amended or supplemented would have
complied with the requirements of paragraph (b)(5) of the Rule at the time of the
primary offering of the Bonds, giving effect to any change in circumstances
applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted
at the time of the amendment or supplement was in effect at the time of the primary
offering; and (iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of
the reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
SECTION 10. CERTIFICATION OF PROCEEDINGS.
10.01. Registration of Bonds. The City Clerk is hereby authorized and directed to file a
certified copy of this resolution with the County Auditor of Dakota County, together with such
additional information as is required, and to obtain a certificate that the Bonds and the taxes levied
pursuant hereto have been duly entered upon the County Auditor's Bond register.
4889-4582-5280\6 1
10.02. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such
other affidavits, certificates and information as may be required to show the facts relating to the
legality and marketability of the Bonds, as the same appear from the books and records in their
custody and control or as otherwise known to them, and all such certified copies, affidavits and
certificates, including any heretofore furnished, shall be deemed representations of the City as to
the correctness of all statements contained therein.
10.03. Official Statement. The Preliminary Official Statement relating to the Bonds
prepared and distributed by Northland is hereby approved. Northland is hereby authorized on
behalf of the City to prepare and distribute to the Purchaser within seven business days from the
date hereof, a Final Official Statement listing the offering price, the interest rates, selling
compensation, delivery date, the underwriters and such other information relating to the Bonds
required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. The officers of the City are
hereby authorized and directed to execute such certificates as may be appropriate concerning the
accuracy, completeness and sufficiency of the Official Statement.
4889-4582-5280\6 17
APPROVED AND ADOPTED this 6th day of December, 2021.
CITY OF LAKEVILLE
By:
Douglas P. Anderson, Mayor
ATTE T:
Charlene Friedges, City Cler
VOTE Anderson Bermel Hellier Lee Volk
Aye
19--
®'
21,
E -
C9—
Nay
❑
❑
❑
❑
❑
Abstain
❑
❑
❑
❑
❑
Absent
❑
❑
❑
❑
❑
4889-4582-5280\6 18
EXHIBIT A
MATURITY SCHEDULE
Year
2012A
RefundingBonds onds
2012B Street
Reconstruction
Refunding Bonds
2012B CIP
Refunding
Bonds
2013A
Refunding
Bonds
Total
2023
$530,000
$790,000
$645,000
$335,000
$2,300,000
2024
95,000
830,000
720,000
355,000
2,000,000
2025
90,000
870,000
790,000
60,000
1,810,000
2026
85,000
875,000
905,000
60,000
1,925,000
2027
85,000
--
935,000
60,000
1,080,000
2028
85,000
--
1,000,000
55,000
1,140,000
2029
85,000
--
1,080,000
55,000
1,220,000
2030
80,000
--
1,180,000
55,000
1,315,000
2031
80,000
--
--
60,000
140,000
2032
80,000
--
--
55,000
135,000
2033
75,000
--
--
50,000
125,000
2034
--
--
--
50,000
50,000
Total
$1,370,000
$3,365,000
$7,255,000
$1,250,000
$13,240,000
4889-4582-5280\6
R -
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2022A
Maturity Date
February 1, 20
CEDE & CO.
Date of Original Issue
January 6, 2022
THOUSAND DOLLARS
CUSIP No.
CITY OF LAKEVILLE, State of Minnesota (the "City") acknowledges itself to be indebted and
for value received hereby promises to pay to the registered owner specified above, or registered assigns,
the principal amount specified above on the maturity date specified above and promises to pay interest
thereon from the date of original issue specified above or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, at the annual interest rate specified
above, payable on February 1 and August 1 in each year, commencing August 1, 2022 (each such date, an
"Interest Payment Date"), all subject to the provisions referred to herein with respect to the redemption of
the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be
paid to the person in whose name this Bond is registered at the close of business on the fifteenth day
(whether or not a business day) of the calendar month preceding that in which such Interest Payment Date
occurs. Interest hereon shall be computed on the basis of a 360 -day year composed of twelve 30 -day
months. The interest hereon and, upon presentation and surrender hereof at the principal office of the agent
of the Registrar described below, the principal hereof are payable in lawful money of the United States of
America by check or draft drawn on U.S. Bank National Association, Saint Paul, Minnesota, as Bond
registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein
(the "Registrar") or other agreed-upon means of payment by the Registrar or its designated successor. For
the prompt and full payment of such principal and interest as the same respectively come due, the full faith
and credit and taxing powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue (the `Bonds") in the aggregate principal amount of $13,240,000 issued
pursuant to a resolution adopted by the City Council on December 6, 2021 (the "Resolution"), to refinance
certain outstanding general obligations of the City and to pay costs of issuance of the Bonds. This Bond is
issued by authority of and in strict accordance with the provisions of the Constitution and laws of the State
4889-4582-5280\6
of Minnesota thereunto enabling, including Minnesota Statutes, Section 475.58, Sub. 3b, and Chapters 429
and 475. For the full and prompt payment of the principal of and interest on the Bonds as the same become
due, the full faith, credit and taxing power of the City have been and are hereby irrevocably pledged. The
Bonds are issuable only in fully registered form, in the denomination of $5,000 or any integral multiple
thereof, of single maturities.
Bonds maturing on February 1, 2031 and later years shall be subject to redemption and prepayment
at the option of the City, in whole or in part, in such order of maturity dates as the City may select and,
within a maturity, by lot as selected by the Registrar (or, if applicable, by the Bond depository in accordance
with its customary procedures) in multiples of $5,000, on February 1, 2030 and on any date thereafter, at a
price equal to the principal amount thereof and accrued interest to the date of redemption. The City shall
cause notice of the call for redemption thereof to be published if and to the extent required by law, and at
least thirty (30) and not more than sixty (60) days prior to the designated redemption date, shall cause notice
of call for redemption to be mailed, by first class mail (or, if applicable, provided in accordance with the
operational arrangements of the securities depository), to the registered holders of any Bonds, at the holders'
addresses as they appear on the Bond register maintained by the Bond Registrar, but no defect in or failure
to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid,
the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable
at the redemption price therein specified and from and after such date (unless the City shall default in the
payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing
the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with
a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the
owner's attorney, and may also be surrendered in exchange for Bonds of other authorized denominations.
Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the
designated transferee or registered owner, of the same aggregate principal amount, bearing interest at the
same rate and maturing on the same date; subject to reimbursement for any tax, fee or governmental charge
required to be paid with respect to any such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment as
herein provided and for all other purposes, and neither the City nor the Registrar shall be affected by any
notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name
of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The
Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest
on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in
accordance with the operational arrangements of The Depository Trust Company or other securities
depository as agreed to by the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions
and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen
and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding
general obligation of the City in accordance with its terms, have been done, do exist, have happened and
have been performed as so required; that, prior to the issuance hereof, the City Council has by the Resolution
4889-4582-5280\6 B-2
covenanted and agreed to collect and apply to payment of the bonds certain ad valorem taxes and special
assessments on benefitted properties, which taxes and special assessments are estimated to be collectible in
years and amounts sufficient to produce sums not less than 5% in excess of the principal of and interest on
the Bonds when due, and has appropriated such taxes and special assessments to its General Obligation
Refunding Bonds, Series 2022A Bond Fund for the payment of such principal and interest; that if necessary
for the payment of such principal and interest, additional ad valorem taxes are required to be levied upon
all taxable property in the City, without limitation as to rate or amount; that all proceedings relative to the
projects financed by this Bond have been or will be taken according to law and that the issuance of this
Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its
actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or
statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the
Registrar by manual signature of one of its authorized representatives.
4889-4582-5280\6 B-3
IN WITNESS WHEREOF, the City has caused this Bond to be executed on its behalf by the
facsimile signatures of its Mayor and City Clerk and has caused this Bond to be dated as of the date set
forth below.
CITY OF LAKEVILLE, MINNESOTA
(facsimile signature — City Clerk) (facsimile signature — Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION
as Registrar
Authorized Representative
4889-4582-5280\6 B-4
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to the applicable laws or regulations:
TEN COM --as tenants in common UTMA ............. as Custodian for ..............
(Cust) (Minor)
TEN ENT --as tenants by the entireties under Uniform Transfers to Minors Act ............
(State)
TT TEN --as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond
and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
NOTICE: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of the within
Bond in every particular, without alteration or enlargement or any
change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the
Registrar, which requirements include membership or participation in STAMP or such other "signature
guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
4889-4582-5280\6 B-5
Exhibit C-1
NOTICE OF REDEMPTION
$6,805,000 General Obligation Improvement Bonds, Series 2012A
Dated August 15, 2012
Lakeville Minnesota
NOTICE IS HEREBY GIVEN that the City of Lakeville, Minnesota (the "City") has called for redemption and
prepayment on February 1, 2022 (the "Redemption Date"), the outstanding bonds of the above -referenced issue
maturing on February 1 in the following years, in the principal amounts and having the interest rates and CUSIP
numbers listed below (the "Bonds"):
*Denotes full call.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable
upon each such bond on the next succeeding business day following the Redemption Date.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called
Bond or 31 % of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and
after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National
Association at the following address:
By Overnight Delivery or Hand: By Mail, Registered or Certified Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
111 Fillmore Avenue East P.O. Box 64111
St. Paul, MN 55107 St. Paul, MN 55164-0111
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by
the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure
payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent
withholding), a complete and valid tax certification form must be received by U.S. Bank National Association
Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid
tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any
redemption payment that is made to you.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Northland Securities, Inc., 150 South Fifth
Street, Suite 3300, Minneapolis, Minnesota 55402 (612-851-5900), municipal advisor to the City.
Dated: , 2022.
BY ORDER OF THE CITY COUNCIL OF THE CITY OF
LAKEVILLE, MINNESOTA
By s/
City Clerk
48894582-5280\6
Interest
CUSIP
Interest
CUSIP
Year
Amount
Rate
Number*
Year
Amount
Rate
Number*
2023
$575,000
4.00%
512445 YJO
2030
$255,000
3.00%
512445 YR2
2024
135,000
4.00
512445 YK7
2032
250,000
3.00
512445 YT8
2026
260,000
3.00
512445 YM3
2033
125,000
3.10
512445 YU5
2028
260,000
3.00
512445 YP6
*Denotes full call.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable
upon each such bond on the next succeeding business day following the Redemption Date.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called
Bond or 31 % of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and
after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National
Association at the following address:
By Overnight Delivery or Hand: By Mail, Registered or Certified Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
111 Fillmore Avenue East P.O. Box 64111
St. Paul, MN 55107 St. Paul, MN 55164-0111
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by
the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure
payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent
withholding), a complete and valid tax certification form must be received by U.S. Bank National Association
Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid
tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any
redemption payment that is made to you.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Northland Securities, Inc., 150 South Fifth
Street, Suite 3300, Minneapolis, Minnesota 55402 (612-851-5900), municipal advisor to the City.
Dated: , 2022.
BY ORDER OF THE CITY COUNCIL OF THE CITY OF
LAKEVILLE, MINNESOTA
By s/
City Clerk
48894582-5280\6
Exhibit C-2
NOTICE OF REDEMPTION
$22,450,000 General Obligation Refunding Bonds, Series 2012B
Dated August 15, 2012
Lakeville Minnesota
NOTICE IS HEREBY GIVEN that the City of Lakeville, Minnesota (the "City") has called for redemption and
prepayment on February 1, 2022 (the "Redemption Date"), the outstanding bonds of the above -referenced issue
maturing on February 1 in the following years, in the principal amounts and having the interest rates and CUSIP
numbers listed below (the "Bonds"):
*Denotes full call.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable
upon each such bond on the next succeeding business day following the Redemption Date.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called
Bond or 31 % of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and
after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National
Association at the following address:
By Overnight Delivery or Hand: By Mail, Registered or Certified Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
111 Fillmore Avenue East P.O. Box 64111
St. Paul, MN 55107 St. Paul, MN 55164-0111
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by
the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure
payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent
withholding), a complete and valid tax certification form must be received by U.S. Bank National Association
Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid
tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any
redemption payment that is made to you.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Northland Securities, Inc., 150 South Fifth
Street, Suite 3300, Minneapolis, Minnesota 55402 (612-851-5900), municipal advisor to the City.
Dated: .2022.
BY ORDER OF THE CITY COUNCIL OF THE CITY OF
LAKEVILLE, MINNESOTA
By s/
City Clerk
4889-4582-5280\6 C-2
Interest
CUSIP
Year
Amount
Rate
Number*
2023
$1,690,000
3.00%
512445 ZD2
2026
5,610,000
3.00
512445 ZG5
2030
4,690,000
3.00
512445 ZL4
*Denotes full call.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable
upon each such bond on the next succeeding business day following the Redemption Date.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called
Bond or 31 % of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and
after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National
Association at the following address:
By Overnight Delivery or Hand: By Mail, Registered or Certified Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
111 Fillmore Avenue East P.O. Box 64111
St. Paul, MN 55107 St. Paul, MN 55164-0111
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by
the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure
payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent
withholding), a complete and valid tax certification form must be received by U.S. Bank National Association
Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid
tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any
redemption payment that is made to you.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Northland Securities, Inc., 150 South Fifth
Street, Suite 3300, Minneapolis, Minnesota 55402 (612-851-5900), municipal advisor to the City.
Dated: .2022.
BY ORDER OF THE CITY COUNCIL OF THE CITY OF
LAKEVILLE, MINNESOTA
By s/
City Clerk
4889-4582-5280\6 C-2
Exhibit C-3
NOTICE OF REDEMPTION
$4,685,000 General Obligation Improvement Bonds, Series 2013A
Dated August 15, 2013
Lakeville Minnesota
NOTICE IS HEREBY GIVEN that the City of Lakeville, Minnesota (the "City") has called for redemption and
prepayment on February 1, 2022 (the "Redemption Date"), the outstanding bonds of the above -referenced issue
maturing on February 1 in the following years, in the principal amounts and having the interest rates and CUSIP
numbers listed below (the "Bonds"):
*Denotes full call.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable
upon each such bond on the next succeeding business day following the Redemption Date.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called
Bond or 31 % of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and
after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National
Association at the following address:
By Overnight Delivery or Hand: By Mail, Registered or Certified Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
111 Fillmore Avenue East P.O. Box 64111
St. Paul, MN 55107 St. Paul, MN 55164-0111
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by
the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure
payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent
withholding), a complete and valid tax certification form must be received by U.S. Bank National Association
Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid
tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any
redemption payment that is made to you.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Northland Securities, Inc., 150 South Fifth
Street, Suite 3300, Minneapolis, Minnesota 55402 (612-851-5900), municipal advisor to the City.
Dated: .2022.
BY ORDER OF THE CITY COUNCIL OF THE CITY OF
LAKEVILLE, MINNESOTA
By s/
City Clerk
4889-4582-5280\6 C_3
Interest
CUSIP
Interest
CUSIP
Year
Amount
Rate
Number*
Year Amount Rate
Number*
2023
385,000
2.75%
512445 ZV2
2033 $315,000 4.00%
512445 A72
2024
395,000
2.75
512445 ZWO
2034 105,000 4.00
512445 A80
2027
300,000
3.50
512445 ZZ3
2030
300,000
3.75
512445 A49
*Denotes full call.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. On the Redemption Date, interest thereon shall cease to accrue. Such redemption price will be payable
upon each such bond on the next succeeding business day following the Redemption Date.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with the called
Bond or 31 % of the redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and
after February 1, 2022, by submitting said Bond along with the completed form W-9 to U.S. Bank National
Association at the following address:
By Overnight Delivery or Hand: By Mail, Registered or Certified Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
111 Fillmore Avenue East P.O. Box 64111
St. Paul, MN 55107 St. Paul, MN 55164-0111
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by
the U.S. Internal Revenue Service ("IRS") to U.S. Bank National Association Corporate Trust Services to ensure
payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent
withholding), a complete and valid tax certification form must be received by U.S. Bank National Association
Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid
tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any
redemption payment that is made to you.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Northland Securities, Inc., 150 South Fifth
Street, Suite 3300, Minneapolis, Minnesota 55402 (612-851-5900), municipal advisor to the City.
Dated: .2022.
BY ORDER OF THE CITY COUNCIL OF THE CITY OF
LAKEVILLE, MINNESOTA
By s/
City Clerk
4889-4582-5280\6 C_3
105% Levy
EXHIBIT D
TAX LEVIES
Less: Less: carr
Estimated ce strAntleas
Rem -Wag to Series
Special 2112A ad Levy GBeetiaa
Date
TOW P44
IN% Levy
AssessawmW Series 2913A—
Net Levy
Year
Year
02,012022
-
- -
-
02r012023
2,856,752.78
2,999,590.42
164,63231 485,86291
2,349,095.00
2021
2022
02/012024
2,428,600.00
2,550,030.00
164,63230 -
2,385,39730
2022
2023
02VI2025
2,158,600.00
2,266,530.00
164,63230
2,101,89730
2023
2024
021012026_
2,201,200.00
2,311,260.00
164,632.49
2,146,62751
2024
2025
02,0112027
1
1,343,160.00
—164, 3��—-------- -
1,178,327.4-9
2025
2026
02/012028
1,2%,000.00
1,360,800.00
164,63230
1,1%,16730
2026
2027
02/012029
1,330,400.00
1,3%,920.00
164,63251
1,232,287.49
2027
2028
02/012030
1,376,600.00
1,445,430.00
164,632.50
1,280,797.50
2028
2029
02(012031
149,000.00
156,450.00
164,63250
2029
2030
141,2W.00
148
.4
1
021012033
128,500.00
134,925.00
164,63251
2031
2032
021012034
51,000.00
53,550.00
72,34937
2032
2033
Tetal
515.197.06278
S16,1"M&42
S1,8831307." S485,W-91
S13X)%797A9
*Special assessment amounts we based on remaining principal assessment mounts of $827,115.52 assessed at a sate of 3.50% and
spread over the remaining We tithe Series 2012A Bonds and $704,563.65 assessed at a sate of 3-30% and spread over the remaking
life of the Series 2013A Bonds.
•'The City wi contaN de 5485,86291 in cash on hand to achieve a Net Levy of $2,349,095.00 for pay 2022.
48894582-5280\6
DAKOTA COUNTY AUDITOR'S
CERTIFICATE AS TO REGISTRATION AND TAX LEVY
The undersigned, being the duly qualified and acting County Auditor of Dakota County,
Minnesota, hereby certifies that there has been filed in my office a certified copy of a resolution
duly adopted on December 6, 2021, by the City Council of Lakeville, Minnesota, setting forth the
form and details of an issue of $13,240,000 General Obligation Refunding Bonds, Series 2022A
dated the date of issuance thereof.
I further certify that the issue has been entered on my bond register and the tax required by
law for their payment has been levied and filed as required by Minnesota Statutes, Sections 475.61
through 475.63.
WITNESS my hand and official seal on the day of , 2022.
Dakota County Auditor
(SEAL)
4889-4582-5280\6