RES 2021-60 Providing for the Competitive Negotiated Sale of General Obligation Water Revenue Bonds Series 2021AEXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF OTSEGO, MINNESOTA
HELD: August 9, 2021
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Otsego, Wright County, Minnesota, was duly held at the Otsego Prairie Center (8899 Nashua
Avenue NE) on August 9, 2021, at 7:00 P.M. for the purpose in part of authorizing the
competitive negotiated sale of the $4,575,000 General Obligation Water Revenue Bonds, Series
2021 A.
The following members were present: Stocicamp, Dahl, Darkenwald, Goede, and Moores
and the following were absent: none
Member Moores introduced the following resolution and moved its adoption:
RESOLUTION N0.2021-60
RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2021A
A. WHEREAS, the City Council of the City of Otsego, Minnesota (the "City"), has
heretofore determined that it is necessary and expedient to issue General Obligation Water
Revenue Bonds, Series 2021A (the "Bonds") to finance the construction of a new water tower;
and
B. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis,
Minnesota ("Northland"), as its independent municipal advisor and is therefore authorized to sell
the Bonds by competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60,
Subdivision 2(9); and
C. WHEREAS, the City has retained Taft Stettinius &Hollister LLP, in
Minneapolis, Minnesota as its bond counsel for purposes of this financing.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego,
Minnesota, as follows:
1. Authorization. The City Council hereby authorizes Northland to solicit proposals
for the competitive negotiated sale of the Bonds.
2. Meeting; Proposal Opening. The City Council shall meet at the time and place
specified in the Notice of Sale, in substantially the form attached hereto as Attachment A, for the
put�ose of considering sealed proposals for and awarding the sale of the Bonds. The City
Administrator -Finance Director, or designee, shall open proposals at the time and place specified
in the Notice of Sale.
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3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof
are in substantially in the form set forth in the Notice of Sale attached hereto as Attachment A
and hereby approved and made a part hereof.
4. Official Statement. In connection with the competitive negotiated sale of the
Bonds, the Administrator -Finance Director 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
Goede and, after full discussion thereof and upon a vote being taken thereon, the following voted
in favor thereof: Stockamp, Dahl, Goede, and Moores
and the following voted against the same: Darkenwald
Whereupon the resolution was declared duly passed and adopted.
13585695v1
STATE OF MINNESOTA
COUNTY OF WRIGHT
CITY OF OTSEGO
I, the undersigned, being the duly qualified and acting Clerk of the City of Otsego,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council duly called and held on the
date therein indicated, insofar as such minutes relate to the City's $4,575,000 General Obligation
Water Revenue Bonds, Series 2021A.
WITNESS my hand on August 9, 2021.
tiUUTA �lGGl, l.1Ly l.lGlli
J
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ATTACHMENT A
$4,575,000*
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2021A
CITY OF OTSEGO, MINNESOTA
(Boole -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
Monday, August 23, 2021, 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, August 23, 2021 at 7:00 P.M., CT.
SUBMISSION OF PROPOSALS
Proposals maybe:
a) submitted to the office of Northland Securities, Inc.,
b) faxed to Northland Securities, Inc. at 612-851-5918,
c) emailed to PublicSale�ae,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 612-851-5915, 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, August 23, 2021. Proposals maybe submitted
electronically via PARITYT"` 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 o7•
directions set forth in PARITY?"`, or its successor, conflict with this Notice, the terms of this Notice shall
control. For further information about PARITYT"`, 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 malfimction of
PARITY7A` or its successor. All bidders are advised that each Proposal shall be deemed to constitute a
contract between the bidder and the City to purchase the Bonds regardless of the manner in which the
Proposal is submitted.
BOOK -ENTRY SYSTEM
The Bonds will be issued by means of a book -entry system with no physical distribution of bond
certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate,
representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the
name of Cede & Co. as nominee of Depository Trust Company ("DTC"), New York, New York, which
will act as securities depository of the Bonds.
* 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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hldividnal 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 Northland Trust Services, Inc. Minneapolis,
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 September 23, 2021)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Stahites, Chapters 444 and 475. Proceeds will be used
to finance construction of a new water tower. The Bonds are payable from net revenues of the City's water
utility and additionally secured by ad valorem taxes on all taxable property within the City. The full faith
and credit of the City is pledged to their payment and the City has validly obligated itself to levy ad valorem
taxes in the event of any deficiency in the debt service account established for this issue.
INTEREST PAYMENTS
Interest is due semiannually on each February 1 and August 1, commencing August 1, 2022, to registered
owners of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth
day (whether or not a business day) of the calendar month preceding such interest payment date.
MATURITIES
Principal is due annually on February 1, inclusive, in each of the years and amounts as follows:
Year Amount Year Amount Year Amount
2023 $275,000 2028 $300,000 2033 $315,000
2024 290,000 2029 300,000 2034 315,000
2025 295,000 2030 305,000 2035 320,000
2026 295,000 2031 305,000 2036 325,000
2027 295,000 2032 310,000 2037 330,000
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 n7atm°ity n7ay not be r�aore
than 2.00°0 less than the rate for any preceding n7atzirity. All Bonds of the same maturity must bear a single
uniform rate from date of issue to maturity.
ESTABLISHMENT OF ISSUE PRICE
(HOLD -THE -OFFERING -PRICE RULE MAY APPLY —BIDS NOT CANCELLABLE)
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
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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 maybe 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 tlu•ee 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 (St'') 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 malting 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, (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
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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 assmne 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 r°elated party to an zrnder•1-yr°iter participating in the initial
sale of the Bonds to the pzrblic (each szrch terra being used as defined below) shall not constitute sales to
the pzrblic for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(1) `pzrblic "means any person other than an zmdertivriter or a related party,
(2) "underwr°iter"means (A) any person that agr°ees pursuant to a written contr°act with the City (or°
with the lead underwriter to form an underl-vritirzg syndicate) to participate in the initial sale of t1�e
Bonds to t1�e 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 distr°ibutiorr 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 underl-vriter and the
pzrchaser are subject, directly or indirectly, to (A) more than SO°o common ownership of the voting
power° or the total valise of their stock, if both entities are corporations (irrclzrding direct ownership
by one corporation or° another), (B) more than 50% corrrnrorr ownership of their° capital interests
or pr°ofrts interests, if both entities are par°tnerships (inclzding direct ownership by one partnership
of another), or (C) mor°e than SD% conurron ownership of the valise of the outstar�dirrg 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 ol-vnership of the applicable
stock or interests by one entity of the other), and
(4) "sale date "means the date that the Bonds are aYvarded by the City to the winning bidder°.
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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 maybe made in any maturity. If any matru•ity is adjusted,
the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made
promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of
the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any
reason, including post -sale adjustment. Any adjustment shall be conclusive and shall be binding upon the
successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on February 1, 2030 through 2037 are subject to redemption and prepayment at the
option of the City on February 1, 2029 and any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and principal amounts within each maturity to be redeemed shall be determined by the City and
if only part of the Bonds having a common maturity date ar•e 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 assigmnent
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 Taft,
Stettinius &Hollister 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 $4,538,400 (99.20%) and accrued interest on the principal sum of $4,575,000
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 Secm•ities, Inc. and addressed to:
Adam Flaherty, City Administrator/Finance Director
13400 90 St. NE
Otsego, Minnesota 55330
A good faith deposit (the "Deposit") in the amount of $91,500 in the form of a federal wire transfer (payable
to the order of the City) is only 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 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.
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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 successfill 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)1•eject any
Proposal which the City determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successfill bidder will be required to provide, in a timely manner, certain infarmation 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 Secm•ities 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 INSiTRANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insm•ance or commitment therefor at the
option of the successfill 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 successfill 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.
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Dated: August 9, 2021 BY ORDER OF THE OTSEGO CITY COUNCIL
/s/ Adam Flahel•t�__
City Administrator/Finance Director
Additional inforination may be obtained from;
Northland Securities, Inc.
150 South Sty' Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
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EXHIBIT A
[FORM OF ISSUE PRICE CERTIFICATE —COMPETITIVE SALE SATISFIED)
The undersigned, on behalf of (the "Underwriter"),
hereby certifies as set forth below with respect to the sale of the General Obligation Water Revenue
Bonds, Series 2021A (the "Bonds") of the City of Otsego, Minnesota (the "Issuer").
1. Reasonabl�xpected Initial Offerin P�- rice.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the
Public by the Underwriter are the prices listed in Schedule A (the "Expected Offering Prices"). The
Expected Offering Prices are the prices far• the Maturities of the Bonds used by the Underwriter in
formulating its bid to purchase the Bonds. Attached as Schedule B is a tl•ue and correct copy of the bid
provided by the Underwriter to purchase the Bonds.
its bid.
(b) The Underwriter was not given the opportunity to review other bids prior to submitting
(c) The bid submitted by the Underwriter constituted a firm offer to purchase the Bonds.
2. 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 generally means any two or more persons who have greater
than 50 percent common ownership, directly or indirectly.
(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 dishibution agreement participating in
the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the 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 with respect to
certain of the representations set forth in the Nonarbitrage Certificate and with respect to compliance with
the federal income tax rules affecting the Bonds, and by Taft Stettinius &Hollister LLP, 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 Forrn 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: September 23, 2021.
13585695v1
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[FORM OF ISSUE PRICE CERTIFICATE — HOLD -THE -OFFERING -PRICE R ULE APPLIES)
The undersigned, on behalf of (the "Underwriter"), on
behalf of itself, hereby certifies asset forth below with respect to the sale and issuance of General Obligation
Water Revenue Bonds, Series 2021A (the "Bonds") of the City of Otsego, Minnesota (the "Issuer").
1. Initial Offering; Price of the Bonds.
(a) The Underwriter offered each Maturity of the Bonds to the Public for purchase at the
respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale
Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate
as Schedule B.
(b) As set forth in the Notice of Sale and bid award, the Underwriter has agreed in writing that,
(i) for each Maturity of the Bonds, 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 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 (as defined below) 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. Defined Terms.
(a) "Holding Period" means, for 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 (ii) the date on which the Underwriter has sold at least 10% of such Maturity of
the Bonds 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, tl•ust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The telln "related
pal•ty" for purposes of this certificate generally means any two or more persons who have greater than 50
percent common ownership, directly or indirectly.
(d) "Sale Date" means the first day on which there is a binding contract in writing for the sale
of a Mat<rity 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 underwl7ter to form an undel�n•iting 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 gl•oup or a party to a retail distribution agreement participating in
the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Representative's interpretation of any laws, including specifically Sections 103
G��
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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 with respect to
certain of the representations set forth in the Nonarbitrage Certificate and with respect to compliance with
the federal income tax rules affecting the Bonds, and by Taft Stettinius &Hollister LLP, 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, and other•
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: September 23, 2021.
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