HomeMy WebLinkAbout2023-041EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE
CITY OF LAKE ELMO, MINNESOTA
HELD: May 2, 2023
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Lake Elmo, Washington County, Minnesota, was duly held at the City Hall in said City on the
2nd day of May, 2023, at 7:00 o'clock P.M. for the purpose in part of authorizing the competitive
negotiated sale of the $5,875,000 General Obligation Improvement and Utility Revenue Bonds,
Series 2023A of said City.
The following members were present: Mayor Cadenhead and Councilmembers Katrina
Beckstrom, Matt Him, Jeff Holtz and Lisa McGinn.
and the following were absent: None
Member Him introduced the following resolution and moved its adoption:
RESOLUTION 2023-041 PROVIDING FOR THE COMPETITIVE NEGOTIATED
SALE OF $5,875,000 GENERAL OBLIGATION
IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2023A
WHEREAS, the City Council of the City of Lake Elmo, Minnesota, (the "City") has
heretofore determined that it is necessary and expedient to issue its $5,875,000 General
Obligation Improvement and Utility Revenue Bonds, Series 2023A (the "Bonds") to finance the
(i) City's 2023 street and utility improvement projects; and (ii) costs of issuing the Bonds; and
WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis, Minnesota
("Northland"), as its independent municipal advisor and is therefore authorized to sell these
obligations by a competitive negotiated sale in accordance with Minnesota Statutes, Section
475.60, Subdivision 2(9); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lake Elmo,
Minnesota, as follows:
1. Authorization; Findings. The City Council hereby authorizes Northland to solicit
bids for the competitive negotiated sale of the Bonds.
2. Meeting; Bid Opening. This City Council shall meet at the time and place
specified in the Notice of Sale attached hereto as Exhibit A for the purpose of considering sealed
bids for, and awarding the sale of, the Bonds. The City Administrator, or designee, shall open
bids at the time and place specified in such Notice of Sale.
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3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof
are fully set forth in the "Notice of Sale" attached hereto as Exhibit A and hereby approved and
made a part hereof.
4. Official Statement. In connection with said competitive negotiated sale, the City
Administrator and other officers or employees of the City are hereby authorized to cooperate
with Northland and participate in the preparation of an official statement for the Bonds, and to
execute and deliver it on behalf of the City upon its completion.
The motion for the adoption of the foregoing resolution was duly seconded by member
H D i ,t 2 and, after full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
Approved this 2nd day of May, 2023, by the City Council of the City of Lake Elmo, Minnesota.
CITY OF LAKE ELMO, MINNESOTA
Mayor
ATTEST:
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LA515-123-867394.v1
EXHIBIT A
NOTICE OF SALE
$5,875,000*
GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2023A
CITY OF LAKE ELMO, 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 Administrator, or designee, on
Tuesday, June 6, 2023, at 10:00 A.M., CT, at the offices of Northland Securities, Inc. (the City's
"Municipal Advisor"), 150 South 5th Street, Suite 3300, Minneapolis, Minnesota 55402. Consideration of
the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning
Tuesday, June 6, 2023 at 7:00 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 PublicSaleanort landsecurities.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 612-851-4968, or
e) submitted electronically.
Notice is hereby given that electronic proposals will be received via PARITY", or its successor, in the
manner described below, until 10:00 A.M., CT, on Tuesday, June 6, 2023. Proposals may be submitted
electronically via PARITY"' or its successor, pursuant to this Notice until 10:00 A.M., CT, but no
Proposal will be received after the time for receiving Proposals specified above. To the extent any
instructions or directions set forth in PARITYTM, or its successor, conflict with this Notice, the terms of
this Notice shall control. For further information about PARITYT1, or its successor, potential bidders may
contact Northland Securities, Inc. or i-Deal® at 1359 Broadway, 2nd floor, New York, NY 10018,
telephone 212-849-5021.
Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of
PARITY TM 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.
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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/Registrar"), to DTC, or its nominee as registered owner of the
Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of
DTC; transfer of principal and interest payments to beneficial owners by participants will be the
responsibility of such participants and other nominees of beneficial owners. The successful bidder, as a
condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City
will pay reasonable and customary charges for the services of the Paying Agent/Registrar.
DATE OF ORIGINAL ISSUE OF BONDS
Date of Delivery (Estimated to be July 6, 2023)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapters 429, 444 and 475. Proceeds will be
used to finance the City's 2023 street and utility improvement projects within the City and to pay costs
associated with the issuance of the Bonds. The Bonds are payable from special assessments levied
against benefited properties, net revenues of the City's sewer and water utilities and additionally secured
by ad valorem taxes on all taxable property within the City. The full faith and credit of the City is pledged
to their payment and the City has validly obligated itself to levy ad valorem taxes in the event of any
deficiency in the debt service account established for this issue.
INTEREST PAYMENTS
Interest is due semiannually on each February 1 and August 1, commencing February 1, 2024, 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
2024
$140,000
2029
$495,000
2034
$580,000
2025
440,000
2030
5101000
2035
160,000
2026
455,000
2031
530,000
2036
165,000
2027
470,000
2032
545,000
2037
1705000
2028
480,000
2033
555,000
2038
18000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds
and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year conforms to the maturity schedule set forth above.
INTEREST RATES
All rates must be in integral multiples of 1/20th or 1/8th of 1%. The rate for any maturity may not be
more than 2.00% less than the rate for any preceding maturity. All Bonds of the same maturity must bear
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a single uniform rate from date of issue to maturity.
ESTABLISHMENT OF ISSUE PRICE
(HOLD -THE -OFFERING -PRICE RULE MAY APPLY — BIDS NOT CANCELLABLE)
The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and
deliver to the City at closing an "issue price" or similar certificate setting forth the reasonably expected
initial offering price to the public or the sales price or prices of the Bonds, together with the supporting
pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder,
the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the
issue price of the Bonds may be taken on behalf of the City by the City's Municipal Advisor and any
notice or report to be provided to the City may be provided to the City's Municipal Advisor.
The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining
"competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale
of the Bonds (the "competitive sale requirements") because:
(1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is
reasonably designed to reach potential underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3) the City may receive bids from at least three underwriters of municipal bonds who have
established industry reputations for underwriting new issuances of municipal bonds; and
(4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to
purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase
of the Bonds, as specified in the bid.
In the event that the competitive sale requirements are not satisfied, the City shall promptly so advise the
winning bidder. The City may then determine to treat the initial offering price to the public as of the
award date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold -
the -Offering -Price Rule as described in the following paragraph (the "Hold -the -Offering -Price Rule").
Bids will not be subject to cancellation in the event that the City determines to apply the Hold -the -
Offering -Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the
Bonds will be subject to the Hold -the -Offering -Price Rule in order to establish the issue price of the
Bonds.
By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer
the Bonds to the public on or before the date of award at the offering price or prices (the "Initial Offering
Price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and
(ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters
will neither offer nor sell unsold Bonds of any maturity to which the Hold -the -Offering Price Rule shall
apply to any person at a price that is higher than the Initial Offering Price to the public during the period
starting on the award date for the Bonds and ending on the earlier of the following:
(1) the close of the fifth (5') business day after the award date; or
(2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public
at a price that is no higher than the Initial Offering Price to the public (the "10% Test"), at which
time only that particular maturity will no longer be subject to the Hold -the -Offering -Price Rule.
The City acknowledges that, in making the representations set forth above, the winning bidder will rely
on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of
the Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule,
if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires,
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(ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the
public, the agreement of each dealer who is a member of the selling group to comply with the
requirements for establishing issue price of the Bonds, including but not limited to, its agreement to
comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, as set forth in a selling group
agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a
member of the selling group is a party to a third -party distribution agreement that was employed in
connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a
party to such agreement to comply with the requirements for establishing issue price of the Bonds,
including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule, if applicable
to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City
further acknowledges that each underwriter shall be solely liable for its failure to comply with its
agreement regarding the requirements for establishing issue price of the Bonds, including but not limited
to, its agreement to comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, and that no
underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a
selling group, or of any broker -dealer that is a party to a third -party distribution agreement to comply with
its corresponding agreement to comply with the requirements for establishing issue price of the Bonds,
including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule if applicable
to the Bonds.
By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group
agreement and each third -party distribution agreement (to which the bidder is a party) relating to the
initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain
language obligating each underwriter, each dealer who is a member of the selling group, and each broker -
dealer that is a party to such third -party distribution agreement, as applicable, (A) to comply with the
Hold -the -Offering -Price Rule, if applicable if and for so long as directed by the winning bidder and as set
forth in the related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to
its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial
sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge
that, unless otherwise advised by the underwriter, dealer or broker -dealer, the winning bidder shall
assume that each order submitted by the underwriter, dealer or broker -dealer is a sale to the public, and
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds
to the public, together with the related pricing wires, contains or will contain language obligating each
underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection
with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such retail
distribution agreement to comply with the Hold -the -Offering -Price Rule, if applicable, in each case if and
for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing
wires.
Notes: Sales of any Bonds to any person that is a related party to an underwriter participating in the
initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute
sales to the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(1) 'public " means any person other than an underwriter or a related party,
(2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or
with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to
the public (including a member of a selling group or a party to a third party distribution
agreement participating in the initial sale of the Bonds to the public).
(3) a purchaser of any of the Bonds is a "related party " to an underwriter if the underwriter and the
purchaser are subject, directly or indirectly, to (A) more than 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 or another), (B) more than 50% common ownership of their
capital interests or profits interests, if both entities are partnerships (including direct ownership
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by one partnership of another), or (C) 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), and
(4) "sale date " means the date that the Bonds are awarded by the City to the winning bidder.
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, 2032 through 2038 are subject to redemption and prepayment at the
option of the City on February 1, 2031 and any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and principal amounts within each maturity to be redeemed shall be determined by the City and
if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to
be prepaid shall be chosen by lot by the Bond Registrar.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but
neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute
cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds
in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment
of CUSIP identification numbers shall be paid by the successful bidder.
DELIVERY
Delivery of the Bonds will be within forty days after award, subject to an approving legal opinion by
Kennedy & Graven, Chartered, Bond Counsel. The legal opinion will be paid by the City and delivery
will be anywhere in the continental United States without cost to the successful bidder at DTC.
TYPE OF PROPOSAL
Proposals of not less than $5,798,625 (98.70%) and accrued interest on the principal sum of $5,875,000
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:
Kristina Handt, City Administrator
3880 Laverne Ave. N.
Lake Elmo, Minnesota 55042
A good faith deposit (the "Deposit") in the amount of $117,500 in the form of a federal wire transfer
(payable to the order of the City) is only required from the apparent winningbidder, 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
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Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to
reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of
their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said
offer.
The City will retain the Deposit of the successful bidder, the amount of which will be deducted at
settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to
comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be
withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award of
the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been
made.
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost
(TIC) basis. The City's computation of the interest rate of each Proposal, in accordance with customary
practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City
will reserve the right to: (i) waive non -substantive informalities of any Proposal or of matters relating to
the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any
Proposal which the City determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the
initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions
of the Internal Revenue Code of 1986, as amended.
OFFICIAL STATEMENT
By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the
City agrees that, no more than seven business days after the date of such award, it shall provide to the
senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official
Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB).
FULL CONTINUING DISCLOSURE UNDERTAKING
The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure
Undertaking to provide, or cause to be provided, annual financial information, including audited financial
statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12.
BANK QUALIFICATION
The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3)
of the Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in
the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the
successful bidder, except that, if the City has requested and received a rating on the Bonds from a rating
agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the
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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 2, 2023 BY ORDER OF THE LAKE ELMO CITY COUNCIL
/s/ Kristina Handt
City Administrator
Additional information may be obtained from:
Northland Securities, Inc.
150 South 5' Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
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EXHIBIT A
(ISSUE PRICE CERTIFICATE — COMPETITIVE SALE SATISFIED)
The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (the
["Purchaser"] ["Representative," on behalf of itself and other underwriters listed below (collectively, the
"Underwriting Group")], with respect to the sale and issuance of the General Obligation Improvement
and Utility Revenue Bonds, Series 2023A (the "Bonds"), issued by the City of Lake Elmo, Minnesota
(the "Issuer"), in the original aggregate principal amount of $ , certifies as follows:
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the
Public by the [Purchaser] [Underwriting Group] are the prices listed in EXHIBIT A attached hereto (the
"Expected Offering Prices"). The Expected Offering Prices are the prices of the Maturities of the Bonds
used by the [Purchaser] [Underwriting Group] in formulating its bid to purchase the Bonds. Attached
hereto as EXHIBIT B is a true and correct copy of the bid provided by the [Purchaser] [Underwriting
Group] to purchase the Bonds.
(b) The [Purchaser] [Underwriting Group] was not given the opportunity to review other bids
prior to submitting its bid.
(c) The bid submitted by the [Purchaser] [Underwriting Group] constituted a firm offer to
purchase the Bonds.
(d) Capitalized terms that are used herein that are otherwise not defined shall have the
meanings assigned to such terms in Section 5 hereof.
2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the
Bonds for an aggregate purchase price of $ (par amount of Bonds of $ ,
plus original issue premium 'of $ , less original issue discount of $ , less [a Purchaser's]
[an underwriter's] discount of $ , plus accrued interest in the amount of $
3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ in
original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. [The
[Purchaser] [Representative] has paid to [NAME OF INSURER] the sum of $ as a
premium for an insurance policy for the Bonds.]
4. Representations. The representations set forth in this Certificate of Purchaser (the
"Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation
by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The
undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect
to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with
respect to compliance,with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven,
Chartered, 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 Information Return for Tax -Exempt
Governmental Obligations, Form 803 8-G, and other federal income tax advice that it may give to the
Issuer from time to time relating to the Bonds.
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5. Defined Terms.
(a) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate Maturities.
(b) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term
"related party" for purposes of this Certificate means, with respect to a purchaser of the Bonds, if the
Underwriter and the purchaser are subject, directly or indirectly, to (i) more than fifty percent (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 fifty percent (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 fifty percent (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).
(c) "Sale Date" means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is
(d) "Underwriter" 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).
IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of Purchaser as of
the date and year first written above.
[PURCHASER] [REPRESENTATIVE]
LO
Name
Its
[Account Members:]
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(ISSUE PRICE CERTIFICATE— HOLD THE PRICE)
The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (the
["Purchaser"] ["Representative," on behalf of itself and other underwriters listed below (collectively, the
"Underwriting Group"))]„ with respect to the sale and issuance of the General Obligation Improvement
and Utility Revenue Bonds, Series 2023A (the "Bonds"), by the City of Lake Elmo, Minnesota (the
"Issuer"), in the original aggregate principal amount of $ , certifies as follows:
1. Initial Offering Price for the Bonds.
(a) The [Purchaser] [Underwriting Group] offered each Maturity of the Bonds to the Public
for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto (the "Initial
Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is attached
hereto as EXHIBIT A. Capitalized terms used herein that are otherwise not defined shall have the
meanings assigned to such terms in Section 5 hereof.
(b) As set forth in the Notice of Sale and the bid award, the [Purchaser has] [members of the
Underwriting Group have] agreed in writing that, (i) for each Maturity of the Bonds, [it] [they] 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 selling group agreement shall contain the agreement of each dealer
who is a member of the selling group, and any retail distribution agreement shall contain the agreement of
each broker -dealer who is a party to the retail distribution agreement, to comply with the Hold -the -
Offering -Price Rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the
Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds
during the Holding Period.
2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the
Bonds for an aggregate purchase price of $ (par amount of Bonds of $ ,
plus original issue premium of $ , less original issue discount of $ , less [a Purchaser's]
[an underwriter's] discount of $ ).
3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ in
original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated.
4. Representations. The representations set forth in this Certificate of Purchaser (the
"Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation
by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The
undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect
to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with
respect to compliance with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven,
Chartered, 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 Information Return for Tax -Exempt
Governmental Bonds, Form 803 8-G, and other federal income tax advice that it may give to the Issuer
from time to time relating to the Bonds.
5. Defined Terms.
(a) "Holding Period" means, with respect to each Maturity of the Bonds, 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, or
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(ii) the date on which the [Purchaser has] [Underwriters have] sold at least ten percent (10%) of such
Maturity to the Public at prices that are no higher than the Initial Offering Price for such Maturity.
(b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate Maturities.
(c) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term
"related party" for purposes of this Certificate means, with respect to a purchaser of the Bonds, if the
Underwriter and the purchaser are subject, directly or indirectly, to (i) more than fifty percent (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 fifty percent (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 fifty percent (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).
(d) "Sale Date" means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is
(e) "Underwriter" 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).
IN WITNESS W IEREOF, the undersigned officer has executed this Certificate of Purchaser as of
the date and year first written above.
[PURCHASER] [REPRESENTATIVE]
LOW
Name
Its
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