HomeMy WebLinkAbout24-048 Resolution Authorizing Issuance and Sale of GO Bonds, Series 2024A CITY OF LAKEVILLE
RESOLUTION
Date: May 20, 2024 Resolution No. 24-048
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF GENERAL
OBLIGATION BONDS, SERIES 2024A
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the "City"), as
follows:
SECTION 1. PURPOSE. It is hereby determined to be in the best interests of the City to issue its
General Obligation Bonds, Series 2024A, in the principal amount of approximately $21,530,000 (the
"Bonds"),pursuant to Minnesota Statutes, Section 475.58, Subdivision 3(b)and Chapter 475,pursuant to
which a voter referendum was held on November 2,2021,with respect to the Park Improvements portion
of the Project described hereinafter, to finance: (a) the City's 2024 street reconstruction projects (the
"Street Projects"); (b) finance various park improvements (the "Park Improvements," and together with
the Street Projects, the"ProjecY'); and(c)pay costs associated with the issuance of the Bonds.
SECTION 2. TERMS OF PROPOSAL. Northland Securities, Inc.,municipal advisor to the City,
has presented to this Council a form of Terms of Proposal for the Bonds which is attached hereto and
hereby approved and shall be placed on file by the Administrator. Each and all of the provisions of the
Terms of Proposal attached hereto are hereby adopted as the terms and conditions of the Bonds and of the
sale thereof. Northland Securities, Inc. is hereby authorized, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2, pazagraph(9), to solicit proposals for the Bonds on behalf of the City on a
competitive basis without requirement of published notice.
SECTION 3. SALE MEETING. This Council shall meet at the time and place shown in the Terms
of Proposal for the purpose of considering sealed bids for the purchase of the Bonds and of taking such
action thereon as may be in the best interests of the City.
Adopted this 20�'day of May, 2024.
CITY OF LAKEVILLE � �
�� � � .
By:
Luke M. Hellier, Mayor
ATTES :
Ann Orlofsky, City Clerk
VOTE Hellier Bermel Lee Volk Wolter
Aye � � � �(
Nay ❑ ❑ ❑ ❑ ❑
Abstain ❑ ❑ ❑ ❑ ❑
Absent ❑ ❑ O ❑ O
4863- 0899-9608\3
4863- 0899-9608�3
TERMS OF PROPOSAL
$21,530,000�
GENERAL OBLIGATION BONDS, SERIES 2024A
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, June 17, 2024, at 10:00 A.M., CT, at the offices of Northland Securities, Inc. (the City's
"Municipal Advisor"), 150 South Sth 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,June 17, 2024 at 6:00 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) emailed to PublicSale(�a,northlandsecurities.com
d) 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
e) submitted electronically.
Notice is hereby given that electronic proposals will be received via PARITYT"', or its successor, in the
manner described below, until 10:00 A.M., CT, on Monday, June 17, 2024. Proposals may be submitted
electronically via PARITY'a'or its successor,pursuant to this Notice until 10:00 A.M.,CT,but no Proposal
will be received after the time for receiving Proposals specified above. To the extent any instructions or
directions set forth in PARITY'�"', or its successor, conflict with this Notice, the terms of this Notice shall
control. For further information about PARITY"", or its successor, potential bidders may contact
Northland Securities, Inc. or i-Deal�at 1359 Broadway, 2°d 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 PARITYT'"
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.
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 Trust Company, National Association,
St. Paul, Minnesota (the "Paying Agent/Registraz"), 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 July 17, 2024)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapter 475, Section 475.58, Subdivision 3b
and a voter referendum held of November 2, 2021, which passed by a vote of 7,346 (yes) to 4,681 (no).
Proceeds will be used to finance the City's 2024 street reconstruction and collector rehabilitation projects
and various park improvements and to pay costs associated with issuance of the Bonds. The Bonds are
payable from 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 Bond Fund established for this issue.
INTEREST PAYMENTS
Interest is due semiannually on each February 1 and August l,commencing February 1,2025,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 next 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
2026 $1,095,000 2033 $1,365,000 2040 $860,000
2027 1,130,000 2034 1,405,000 2041 895,000
2028 1,170,000 2035 1,455,000 2042 930,000
2029 1,205,000 2036 740,000 2043 970,000
2030 1,245,000 2037 765,000 2044 1,010,000
2031 1,285,000 2038 795,000 2045 1,055,000
2032 1,325,000 2039 830,000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds
and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year conforms to the maturity schedule set forth above.
INTEREST RATES
All rates must be in integral multiples of 1/20th or 1/8th of 1%. The rate for any maturiry 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-OFFERINGPRICE RULE MAY APPLY—BIDS NOT CANCELLABLE)
In order to establish the issue price of the Bonds for federal income t� 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 com�etitive sale have not been satisfied
and that the hold-the-offeringnrice 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 com etitive sale rule a lies,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 E�chibit 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 t6e Notice of Sale shall be considered a
firm offer for the purchase of the Bonds, and bids submitted will not be subject to cancellation or
withdrawal.
ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase
or decrease will be made in multiples of$5,000 and may be made in any maturity. If any maturity is
adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments
shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the
sole discretion of the City.The successful bidder may not withdraw or modify its Proposal once submitted
to the City for any reason, including post-sale adjustment. Any adjustment shall be conclusive and shall
be binding upon the successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on February 1,2033 through 2045 are subject to redemption and prepayment at the option
of the City on February 1, 2032 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 days after award, subject to an approving legal opinion by
Dorsey and Whitney, LLP, 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$21,303,935 (98.95%)and accrued interest on the principal sum of$21,530,000
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:
Julie Stahl, Finance Director
City of Lakeville
20195 Holyoke Ave
Lakeville, Minnesota 55044
A good faith deposit (the "DeposiY') in the amount of$430,600 in the form of a federal wire transfer
(payable to the order of the City)is onlv required from the apparent winnin bg idder, 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
D osit is not received from the a arent winnin bidder in the time allotted the Ci ma choose to re'ect
eP PP g � h' Y J
their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their
original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer.
The City will retain the Deposit of the successful bidder, the amount of which will be deducted at
settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to
comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be
withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award
of the Bonds is adjourned,recessed,or continued to another date without award of the Bonds having been
made.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost
(TIC) basis. The City's computation of the interest rate of each Proposal, in accordance with customary
practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City
will reserve the right to: (i) waive non-substantive informalities of any Proposal or of matters relating to
the receipt of Proposals and award of the Bonds, (ii)reject all Proposals without cause, and(iii)reject any
Proposal which the City determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the
initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions
of the Internal Revenue Code of 1986, as amended.
OFFICIAL STATEMENT
By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the
City agrees that, no more than seven business days after the date of such award, it shall provide to the
senior managing underwriter of the syndicate to which the Bonds are awarded,the Final Official Statement
in an electronic format as prescribed by the Municipal Securities Rulemaking Board(MSRB).
FULL CONTINUING DISCLOSURE UNDERTAKING
The City will covenant in the resolution awarding the sale of the Bonds to provide,or cause to be provided,
annual financial information, including audited financial statements of the City, and notices of certain
material events, as required by SEC Rule 15c2-12.
NOT BANK QUALIFIED
The City will not designate the Bonds as qualified tax-exempt obligations for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commihnent therefor at
the option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commihnent 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: May 20, 2024 BY ORDER OF THE CITY OF LAKEVILLE CITY COUNCIL
/s/Julie Stahl
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
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 LJNDERWRITER] ("[SHORT NAME OF
LTNDERWRITER]"),hereby certifies as set forth below with respect to the sale of the obligations named
above(the"Bonds").
1. Reasonably Ezpected 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 iJNDERWRITER]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 payrnent terms. Any Bonds with different
maturity dates, or with the same maturity date but different stated interest rates, are treated as separate
Maturities.
(c) Member of the Distribution Group means (i) any person that agrees pursuant to a written
contract with the Issuer(or with the lead underwriter to form an underwriting syndicate)to participate in
the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause(i)of this paragraph to participate in the initial sale
of the Bonds to the Public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public).
(d) Public means any person (i.e., an individual, trust, estate, partnership, association,
company, or corporation) other than a Member of the Distribution Group or a related party to a Member
of the Distribution Group. A person is a "related party" to a Member of the Distribution Group if the
Member of the Distribution Group and that person are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another), (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships (including direct ownership by
one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one
entity is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other).
(e) Sale Date means the first day on which there is a binding contract in writing for the sale of
the respective Maturity. The Sale Date of each Maturity was [DATE].
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents [SHORT NAME OF UNDERWRITER]'s interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations thereunder. The undersigned understands that the foregoing information will be relied upon
by the Issuer[ and BORROWER(the"Borrower")] with respect to certain of the representations set forth
in the [Tax Certificate][Tax Exemption Agreement] and with respect to compliance with the federal
income tax rules affecting the Bonds,and by[BOND COUNSEL]in connection with rendering its opinion
that the interest on the Bonds is excluded from gross income for federal income tax purposes, the
preparation of the Internal Revenue Service Form 8038[-G][-GC][-TC], and other federal income tax
advice that it may give to the Issuer[ and the Borrower] from time to time relating to the Bonds.
[UNDERWRITER]
By:
Name:
Dated: July 17, 2024
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
LJNDERWRITERS] (together, the "Underwriting Group"),] hereby certifies as set forth below with
respect to the sale of the obligations named above (the"Bonds").
1. Inidal 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 Ru[e. [SHORT NAME OF UNDERWRITER][Each member of
the Underwriting Group] has agreed in writing that, (i) for each Maturity, it would neither offer nor sell
any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for
such Maturity during the Holding Period for such Maturity(the"Hold-the-Offering-Price Rule"), and(ii)
any agreement among underwriters, selling group agreement, or third-party distribution agreement
contains the agreement of each underwriter, dealer, or broker-dealer who is a party to such agreement to
comply with the Hold-the-Offering-Price Rule. Based on the [Representative][SHORT NAME OF
UNDERWRITER]'s own knowledge and,in the case of sales by other Members of the Distribution Group,
representations obtained from the other Members of the Distribution Group, no Member of the
Distribution Group has offered or sold any such Maturity at a price that is higher than the respective Initial
Offering Price during the respective Holding Period.
3. Defined Terms. For purposes of this Issue Price Certificate:
(a) Holding Period means the period starting on the Sale Date and ending on the earlier of(i)
the close of the fifth business day after the Sale Date([DATE]), or(ii)the date on which Members of the
Distribution Group have sold at least 10% of such Maturity to the Public at one or more prices, none of
which is higher than the Initial Offering Price for such Maturity.
(b) Issuer means [DESCRIBE ISSUER].
(c) Maturity means Bonds with the same credit and payment terms. Any Bonds with different
maturity dates, or with the same maturity date but different stated interest rates, are treated as separate
Maturities.
(d) Member of the Distribution Group means (i) any person that agrees pursuant to a written
contract with the Issuer(or with the lead underwriter to form an underwriting syndicate) to participate in
the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause(i)of this paragraph to participate in the initial sale
of the Bonds to the Public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public).
(e) Public means any person (i.e., an individual, trust, estate, partnership, association,
company, or corporation) other than a Member of the Distribution Group or a related party to a Member
of the Distribution Group. A person is a "related party" to a Member of the Distribution Group if the
Member of the Distribution Group and that person are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another), (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships (including direct ownership by
one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one
entity is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other).
(fl 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 COLJNSEL] in
connection with rendering its opinion that the interest on the Bonds is excluded from gross income for
federal income tax purposes, the prepazation 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 Bonower] from time to time
relating to the Bonds.
[UNDERWRITER][REPRESENTATIVE]
By:
Name:
Dated: July 17, 2024