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10-25-10 CC
CLAIMS LIST CITY COUNCIL MEETING OCTOBER 25, 2010 TO: Tami Loff ITEM 5_7 Attached is the Claims List for the City Council. For more details, please refer to the check detail registers. CLAIMS REGISTER 10-12-2010 $ 147,175.89 Check# 49239 - 49244 10-20-2010 $ 161,650.04 Ch k # 49245 - 49298 PAYROLL 10-20-2010 $ 31,287.32 ELECTRONIC PYMTS FOR OCTOBER: Bldg Permit Surcharge $ 735.98 Qwest $ 108.83 Centerpoint Energy $ 250.91 Dept. of Revenue -Fuel Tax $ 81.95 (Sept) Dept. of Revenue -Sales Tax $ 0.00 Elk River Utilities $ 1,982.35 Wright -Hennepin $ 14,983.34 Delta Dental $ 1,160.98 Total $ 19,304.34 GRAND TOTAL $ 359,417.59 If you have any questions or if you would like to review this list further, please let me know. Sue Frisch Bookkeeper CITY OF OTSEGO *Check Summary Register© OCTOBER 2010 Name Check Date Check Amt 10100 BANK OF ELK RIVER Paid Chk# 049245 ABDO EICK & MEYERS LLP 10/202010 Paid Chk# 049246 ADVANCED ENGINEERING AND 10/202010 Paid Chk# 049247 AFFORDABLE SANITATION 10/20/2010 10/202010 Paid Chk# 049248 AFLAC Paid Chk# 049249 AIRGAS NORTH CENTRAL 10/202010 Paid Chk# 049250 ALBERTVILLE CAR CARE CENTE 10/202010 Paid Chk# 049251 ALLIANCE BENEFIT GROUP HSA 10/20/2010 Paid Chk# 049252 BLUESTAR HOMES LLC 10/20201010/202010 Paid Chk# 049253 CASSADY ROSE Paid Chk# 049254 CENTRAL HYDRAULICS, INC. 10/20/2010 10/202010 Paid Chk# 049255 CITY OF OTSEGO Paid Chk# 049256 CROW RIVER FARM EQUIPMEN 10/202010 Paid Chk# 049257 DISTINCTIVE DESIGN IRRIGATIO 10/202010 Paid Chk# 049258 ELK RIVER EXTERIORS, INC. 10/20/2010 10/202010 Paid Chk# 049259 ELK RIVER PRINTING 10/202010 Paid Chk# 049260 ENVENTIS Paid Chk# 049261 FINKEN'S WATER CENTERS 10/20/2010 10/202010 Paid Chk# 049262' FIRST LAB Paid Chk# 049263 G & K TEXTILE LEASING SYSTE 10/202010 Paid Chk# 049264 GOPHER STATE ONE -CALL INC 10/202010 Paid Chk# 049265 GORDYS EXCAVATION 10/20/201010202010 Paid Chk# 049266 GRAINGER 10/20/2010 Paid Chk# 049267 GRAND RENTAL STATION Paid Chk# 049268 HAKANSON ANDERSON ASSOC 10/20/2010 10/20/2010 Paid Chk# 049269 HEALTH PARTNERS Paid Chk# 049270 HENRYS WATERWORKS, INC. 10/202010 Paid Chk# 049271 HOME DEPOT CREDIT SERVICE 10/202010 Paid Chk# 049272 ICMA RETIREMENT TRUST 10/20/2010 Paid Chk# 049273 JOHNSTON FARGO CULVERT 10/20/2010 10/20 2010 Paid Chk# 049274 LIBERTY TITLE, INC. 10/202010 Paid Chk# 049275 LONG & SONS Paid Chk# 049276 MARTIES FARM SERVICE INC 10/20/2010 10 202010 Paid Chk# 049277 MENARDS Paid Chk# 049278 METRO WEST INSPECTION SVC 10/202010 Paid Chk# 049279 MINNESOTA UNEMPLOYMENT 1 10/202010 Paid Chk# 049280 MONTICELLO ANIMAL CONTROL 10/202010 Paid Chk# 049281 NATIONAL CRIME PREVENTION 10/202010 Paid Chk# 049282 NEXTEL COMMUNICATIONS 10/20/2010 10202010 Paid Chk# 049283 OAK REALTY Paid Chk# 049284 OFFICEMAX- A BOISE CO 10/202010 Paid Chk# 049285 OMANN BROTHERS INC. 10/202010 Paid Chk# 049286 OMANN BROTHERS PAVING INC 10/202010 Paid Chk# 049287 PEOPLE SERVICE INC. 10/202010 Paid Chk# 049288 PUBLIC EMPLOYEES RETIREME 10/202010 Paid Chk# 049289 RYAN SAWDEY CONSTRUCTION 10/202010 Paid Chk# 049290 SERVICE FIRE PROTECTION, IN ;/20/2010 2012010 Paid Chk# 049291 SOFTRONICS, INC. Paid Chk# 049292 ST JOSEPH EQUIPMENT INC 10/202010 Paid Chk# 049293 TOWMASTER, INC. 10/2020101020/2010 Paid Chk# 049294 TRYCO LEASING INC. 10/202010 Paid Chk# 049295 VANCE BROTHERS INC 10/202010 Paid Chk# 049296 VERIZON WIRELESS Paid Chk# 049297 WRIGHT COUNTY AUDITOR -TRE 10/20/2010 10/202010 Paid Chk# 049298 XCEL ENERGY 10/20/10 11:38 AM Page 1 $1,600.00 ARBITRAGE REBATE REPORTS, 2005 $1,149.40 PLC PROGRAM DOCUMENTATION $1,664.09 PORTA RENTALS $1,140.64 SUPPLEMENTAL INSURANCE $34.53 ACETYLENE/HAZMAT/OXYGEN $1,042.69 FRONT TIRES - MOWER $415.40 PPE 10/16/10 CH DTD 10/20/10 $1,000.00 7326 LANDER - LNDSCP ESC REFUN $13.89 PUMPKIN PATCH SUPPLIES $438.62 CYLINDER REPAIR $1,630.84 5400 RANDOLPH - IRRIG $45.12 REPAIR SUPPLIES $1,527.00 LILY PK IRRIG WINTERIZATION $546.00 PH #3 REPAIR $295.99 BLDG APPS, BUSINESS CARDS $559.04 TELEPHONE $75.24 BOTTLED WATER/SOLAR SALT $78.00 RANDOM - BELAIR, KOLLES $531.58 UNIFORMS & MATS $166.75 LOCATE TICKETS $850.00 7635 LASALLE - GRADING CORRECT $523.36 LINERS (100 PK) $231.75 LIGHT TOWER RENTALS $49,764.76 MISC FINANCE $6,554.30 NOVEMBER MEDICAL $3,152.81 VALVE STEM EXTENSIONS $101.99 MAT'L FOR DEPARTMENT SIGNAGE $1,054.88 Plan #304185 $2,153.96 CULVERT MAT'L $53.09 UTIL REFUND - 11327 72ND ST $1,159.08 PW SEPT CLEANING $88.71 KADLER STORMWATER $10.45 WOOD, NAILS $6,325.00 BLDG INSP SVCS -126.5 HRS $5,681.00 3RD QTR 2010 - ACCT #7993041 $400.00 ANIMAL CONTROL $527.16 MCGRUFF ITEMS $369.64 CELL PHONES $28.77 UTIL REFUND - 6318 MASON AVE $150.51 OFFICE SUPPLIES $55.96 AC FINES MIX $6,933.41 ASPHALT PAVING SVCS $45,806.00 MONTHLY SERVICE $3,774.00 #677600 CH DTD 1020/10 $2,500.00 14650 92ND - LNDSCP/DRWY ESC R $850.00 ANNUAL FIRE SPRINKLER INSP $5,050.65 PW - ANTI VIRUS SFTWR, CABLE $154.97 AUGER RENTAL $113.20 1.5" DUMP HINGE $57.55 ESTUDIO 282 COPIER $181.79 BLACKTOP SUPPLIES $97.22 LAP TOP SERVICE $684.96 SEPT FINE/FEE DISB $2,254.29 RIVERPOINTE LIGHTS 10/20/10 11:38 AM CITY OF OTSEGO Page 2 *Check Summary Register© OCTOBER 2010 Wama Check Date Check Amt, Total Checks $161,650.04 FILTER: None CITY OF OTSEGO 10/20/10 11:39 AM Page 1 *Check Detail Register© OCTOBER 2010 Check Amt Invoice Comment 10100 BANK OF ELK RIVER Paid Chk# 049245 10/20/2010 ABDO ABDO EICK &MEYERS LLP ARBITRAGE REBATE REPORTS, 2005A/20056 BONDS E 101-41600-390 Contracted Services $1,600.00 268830 Total ABDO ABDO EICK & MEYERS LLP $1,600.00 Paid Chk# 049246 10/20/2010 AE2S PLC PROGRAM DOCUMENTATION E 602-49450-500 Capital Outlay (GENERAL) $1,149.40 26248 Total AE2S $1,149.40 Paid Chk# 049247 10/20/2010 AFFORDABLE SANITATION E 101-45200-410 Rentals (GENERAL) $1,664.09 9334 PORTA RENTALS Total AFFORDABLE SANITATION $1,664.09 Paid Chk# 049248 10/20/2010 AFLAC -INSURANCE G 101-21706 Hospitalization/Medical Ins $1,140.64 236144 SUPPLEMENTAL INSURANCE Total AFLAC -INSURANCE $1,140.64 Paid Chk# 049249 10120/2010 AIRGAS, INC. E 101-43100-210 Operating Supplies (GENERAL) $34.53 105303616 ACETYLENF-/HAZMAT/OXYGEN Total AIRGAS, INC. $34.53 Paid Chk# 049250 10/20/2010 ALBERTVILLE CAR CARE CENTER E 602-49450-400 Repairs & Maint - Cont $287.61 45399 F350 TRUCK TIRES F350 TRUCK TIRES E 601-49400-400 Repairs & Maint - Cont $287.61 45399 $467.47 45448 FRONT TIRES -MOWER E 101-45200-210 Operating Supplies (GENERAL) Total ALBERTVILLE CAR CARE CENTER $1,042.69 Paid Chk# 049251 10/20/2010 ALLIANCE BENEFIT GROUP G 101-21706 Hospitalization/Medical Ins $415.40 PPE 10/16/10 CH DTD 10/20/10 Total ALLIANCE BENEFIT GROUP $415.40 Paid Chk# 049252 10/20/2010 BLUESTAR HOMES LLC 7326 LANDER - LNDSCP ESC REFUND E 702-41400-310 Miscellaneous $1,000.00 Total BLUESTAR HOMES LLC $1,000.00 Paid Chk# 049253 10/20/2010 CA8SADY ROSE E 101-45250-440 Recreation Programming $13.89 PUMPKIN PATCH SUPPLIES Total CASSADY ROSE $13.89 Paid Chk# 049254 10/20/2010 CENTRAL HYDRAULICS, INC. E101-43100-400 Repairs & Maint - Cont $438.62 15960 CYLINDER REPAIR Total CENTRAL HYDRAULICS, INC. $438.62 Paid Chk# 049255 10/20/2010 CITY OF OTSEGO $537.05 5850 RANDOLPH - EAST WWTF E 602-49450-322 Utilities $6.41 7551 LANCASTER - WEST WWTF E 602-49450-322 Utilities $6.41 10400 71ST - IRRIG E 101-45200-322 Utilities $176.66 6480 MASON - IRRIG E 101-45200-322 Utilities $253.77 5400 RANDOLPH - IRRIG E 101-45200-322 Utilities $481.10 7551 LANCASTER -WEST WWTF E 602-49450-322 Utilities $6.41 7551 LANCASTER -WEST WWTF E 602-49450-322 Utilities $150.21 11313 77TH - IRRIG E 101-45200-322 Utilities $6.41 15501 83RD - IRRIG E 101-45200-322 Utilities $6.41 7551 LANCASTER - WEST WWTF E 602-49450-322 Utilities Total CITY OF OTSEGO $1,630.84 Paid Chk# 049256 10/20/2010 CROW RIVER FARM EQUIPMENT E101-43100-220 Repair/Maint Supply (GENERAL) $45.12 144138 REPAIR SUPPLIES CITY OF OTSEGO *Check Detail Register© OCTOBER 2010 Total CROW RIVER FARM EQUIPMENT E 101-45200-390 Contracted Services E 101-45200-390 Contracted Services E 101-43100-390 Contracted Services E 101-45200-390 Contracted Services E 101-45200-390 Contracted Services E 101-45200-390 Contracted Services E 101-45200-390 Contracted Services E 101-41940-390 Contracted Services Total DISTINCTIVE DESIGN IRRIGATION E 601-49400-403 Improvements to Bldgs E 204-41400-310 Miscellaneous Total ELK RIVER EXTERIORS, INC - E 250-42410-350 Print/Binding (GENERAL) E 101-43100-350 Print/Binding (GENERAL) Total ELK RIVER PRINTING & PARTY PLU $45.12 10/20/10 11:39 AM Page 2 $552.00 $156.00 $130.00 $117.00 $156.00 $156.00 $143.00 $117.00 1618 1618 1618 1618 1618 1618 1618 1618 PR PK IRRIG WINTERIZATION KITT PK IRRIG WINTERIZATION PW IRRIG WINTERIZATION SK PK IRRIG WINTERIZATION LILY PK IRRIG WINTERIZATION ZIMM PK IRRIG WINTERIZATION BEAUDRY PK IRRIG WINTERIZATION CITY HALL IRRIG WINTERIZATION $1,527.00 E 101-41940-390 Contracted Services $303.00 8564 PH #2 DOOR WRAP $243 00 8564 PH #3 REPAIR $546.00 & PARTY FLU $213.70 30000 BLDG APPS, BUSINESS CARDS $82.29 30029 BRAD BELAIR - BUSINESS CARDS $295.99 - $139.76 E 101-41400-320 Telephone $139.76 E 101-43100-320 Telephone $279.52 E 250-42410-320 Telephone Total ENVENTIS $559.04 TELEPHONE TELEPHONE TELEPHONE TChk # 049261 10/20/2010 $75.24 BOTTLED WATER/SOLAR SALT E 101-41940-390 Contracted Services ----- Total FINKEN'S WATER CARE $75.24 d Chk# 049262 10/20/Zulu mica l $78.00 324163 RANDOM - BELAIR, KOLLES E 101-43100-310 Miscellaneous Total FIRST LAB $78.00 E 101-43100-225 Uniforms/Clothing Allowance E 101-43100-225 Uniforms/Clothing Allowance E 101-41940-390 Contracted Services E 101-43100-225 Uniforms/Clothing Allowance E 101-43100-225 Uniforms/Clothing Allowance E 101-41940-390 Contracted Services E 101-43100-225 Uniforms/Clothing Allowance Total G & K TEXTILE LEASING SYSTEM E 250-42410-310 Miscellaneous Total GOPHER STATE ONE -CALL INC E 702-41400-310 Miscellaneous Total GORDYS EXCAVATION $41.02 1043549976 $63.59 1043554668 $125.28 1043554669 $41.02 1043559391 $94.37 1043564063 $125.28 1043564064 $41.02 1043568783 $531.58 UNIFORMS & MATS UNIFORMS & MATS MATS UNIFORMS & MATS UNIFORMS & MATS MATS UNIFORMS & MATS $166.75 90778 LOCATE TICKETS $166.75 $8�- 7635 LASALLE - GRADING CORRECTIONS $850.00 d Chk# 049266 1u/zui/u luvne+.�.+.-•- $405.72 9361934376 MATS FOR ELECTION E 101-41410-205 Election Supplies E 101-43100-210 Operating Supplies (GENERAL) $117.64 9364325549 LINERS (100 PK) 10/20/1011:39 AM CITY OF OTSEGO Page 3 *Check Detail Register© OCTOBER 2010 Total GRAINGER $523.36 E 101-43100-123 Paid Chk# 049267 10/2012010 GRAND RENTAL STATION E 101-41600-123 LIGHT TOWER RENTALS E 101-41410-205 Election Supplies $231.75 $6,554.30 Total GRAND RENTAL STATION $231.75 Paid Chk# 049268 10/20/2010 HAKANSON ANDERSON ASSOC INC CRIMSON PONDS WEST G 701-22434 Crimson Ponds West $202.50 27365 $41.25 27366 KITTREDGE CROSSING G 701-22374 KITTREDGE FINAL $123.76 27367 RIVER PLACE G 701-22380 RIVERPLACE 1ST $280.89 27368 ARBOR CREEK 3 G 701-22426 FIN PLAT ARBOR CRK 3 DARA GLEN ADDN - SHAMROCK D 0.13 27369 $$41.25 DARA GLEN G 701-21870 G 701-22265 BECKMAN LOT SPLITSHOPPES 27370 27370 BECKMAN OF RC 2 G 701-21886 THE SHOPPES OF GRC - OUTLOT $160.50 $4013 27370 DUERR CREEK G 701-22394 DUERR PROP $120.00 27371 CRIMSON PONDS WEST -GRADING REVIEW G 701-22434 Crimson Ponds West $120.00 27371 MARTIN FARMS - GRADING REVIEWS G 701-22366 MARTIN FARMS $960.00 27371 GRADING REVIEWS R 101-34330 GRADING REVIEWS $120.00 27371 RIVERPLACE 3 G 701-22479 RIVERPLACE 3RD ADDITION $747.12 27372 2010 MSAA E 101-41560-302 Engineering Fees $1,219.44 27373 2010 STREET MAINT E 201-43100-302 Engineering Fees $551.14 27374 WETLANDS CONS ACT 1991 E 101-41560-302 Engineering Fees $95.00 27375 OTSEGO NPDES PHASE II E 222-49490-302 Engineering Fees $2,636.16 27376 OTSEGO CREEK RESTORATION PROJ E 408-43100-302 Engineering Fees $ 27377 SW SSUES E 602-49450-302 Engineering Fees $490.38 $490.00 27378 VIIEW/KA ER SW E 101-41560-302 Engineering Fees $157.84 27379 WILSON PARK E 208-45210-302 Engineering Fees $744.98 27379 PRAIRIE PARK BALLFIELD E 208-45210-302 Engineering Fees $751.00 27379 NORIN'S LANDING E 208-45210-302 Engineering Fees $47.50 27380 FRANKFORT PARK E 203-45210-302 Engineering Fees $142.50 27381 MISC FINANCE E 101-41560-302 Engineering Fees $201.43 27381 MISC GRADING & SS ISSUES_ E 101-41560-302 Engineering Fees $337.50 27381 MISC W/S E 601-49400-302 Engineering Fees $4,1.70 27381 MISC ENG E 101-41560-302 Engineering Fees $22881.59 27381 PERMITS E 250-42410-302 Engineering Fees $337.50 27381 MISC W/S E 602-49450-302 Engineering Fees $564.52 27382 CITY MAP E 101-41560-302 Engineering FeesSTAFF $1,847.50 27383 MTGS E 101-41560-302 Engineering Fees $1,658.96 27384 ALBERTVILLE/OTSEGO ISSUES E 480-43100-302 Engineering Fees $1,956.79 27385 GOPHER ONE MAPS E 101-41400-348 Maps $166.03 27386 GIS - GEN'L E 101-41400-391 GIS Services $132.83 27386 GIS - STORM E 222-49490-391 GIS Services $2,591.40 27396 NASHUA AVE/PR PK TRAIL E 201-45210-400 Repairs & Maint -Cont $1,580.30 27397 OTSEGO ELEM BIKE TRAIL E 203-45210-302 Engineering Fees $1,365.58 27398 005 -SAFE ROUTES TO SCHOOL E 203-45210-302 Engineering Fees $17,538.66 27398 002 -SAFE ROUTES TO SCHOOL E 203-45210-302 Engineering Fees ANDERSON ASSOC INC _- $49,764.76 Total HAKANSON E 250-42410-123 Health E 101-43100-123 Health E 101-41600-123 Health E 101-41400-123 Health $6,554.30 Total HEALTH PARTNERS $1,114.60 35923286 $3,285.10 35923286 $1,040.00 35923286 $1,114.60 35923286 $6,554.30 NOVEMBER MEDICAL NOVEMBER MEDICAL NOVEMBER MEDICAL NOVEMBER MEDICAL d Chk# 049270 luizu/zu lv VALVE STEM EXTENSIONS E 601-49400-500 Capital Outlay (GENERAL) $3,152.81 14577 10/20/10 11:39 AM CITY OF OTSEGO Page 4 *Check Detail Register© OCTOBER 2010 Amt Total HENRYS WATERWORKS, INC. $3,152.81 j UnKI; u4wz1-1 IV7c.VI&V 1. --- --- -- $101.99 9114264 MAIL FOR DEPARTMENT SIGNAGE E 441-41940-525 Building Improvements Total HOME DEPOT $101.99 E 101-41400-121 PERA $264.88 PPE 10/16/10 Plan #304185 G101-21705 Other Retirement $790.00 PPE 10/16/10 Plan #304185 Total ICMA RETIREMENT TRUST $1,054.88 O %A Mir ./.rVLIV ....-...-_._ _-__. $2,153.96 168252 CULVERT MAT'L E 101-43100-392 Culverts Total JOHNSTON FARGO CULVERT $2,153.96 d Chk# 049274 10/20/2010 LIBER I Y I I I La - MVI11 I,v«.... UTIL REFUND -11327 72ND ST R 601-37150 WATER SALES $53.09 Total LIBERTY TITLE - MONTICELLO $53.09 VI Iptr V—I -- -- - -- $363.38 10-367 PW SEPT CLEANING E 101-43100-389 Cleaning Services $748.13 10-367 CITY HALL SEPT CLEANING E 101-41940-389 Cleaning Services $47.57 10-367 CITY HALL CLEANING SUPPLIES E 101-41940-203 Other Supplies Total LONG & SONS $1,159.08 E 101-43100-392 Culverts $41.68 300510 KADLER STORMWATER $47.03 301861 KADLER STORMWATER E 101-43100-392 Culverts Total MARTIES FARM SERVICE INC $88.71 O lit IM18 V'—I.--•---- --- E 101-45200-210 Operating Supplies (GENERAL) $10.45 1363 WOOD LATH E 101-43100-210 Operating Supplies (GENERAL) ($9.16) 3824 WOOD, NAILS RETURN E 101-43100-210 Operating Supplies (GENERAL) $9.16 3827 WOOD, NAILS Total MENARDS $10.45 CI ci1KFF U4yL/0 IV/�,,, �,..,, ...—..-- -'--- ---- $6,325.00 BLDG INSP SVCS - 126.5 HRS E 250-42410-390 Contracted Services Total METRO WEST INSPECTION SVC INC. $6,325.00 aGnK3F U4J[ly lul&wl — ........ --- -- - - E 250-42410-140 Unemployment Comp (GENERAL $5,681.0 3RD QTR 2010 -ACCT #799304 Total MINNESOTA UNEMPLOYMENT INS $5,681.00 $400.00 559 ANIMAL CONTROL E 101-42710-390 Contracted Services Total MONTICELLO ANIMAL CONTROL $400.00 $307.29 115587 MCGRUFF ITEMS E 101-42150-310 Miscellaneous $219.87 116637 MCGRUFF ITEMS E 101-42150-310 Miscellaneous _-- Total NATIONAL CRIME PREVENTION $527.16 E 250-42410-320 Telephone $135.86 184430382-03 CELL PHONES $233.78 184430382-03 CELL PHONES E 101-43100-320 Telephone Total NEXTEL COMMUNICATIONS $369.64 10/20/10 11:39 AM CITY OF OTSEGO Page 5 *Check Detail Register© OCTOBER 2010 Check Amt Invoice Comment R 601-37150 WATER SALES $28.77 UTIL REFUND - 6318 MASON AVE Total OAK REALTY $28.77 Paid Chk# 049284 10/20/2010 OFFICEMAX E 101-41410-205 Election Supplies E 101-41400-201 Office Supplies and Expenses E 101-43100-210 Operating Supplies (GENERAL) E 101-41400-201 Office Supplies and Expenses E 101-41410-205 Election Supplies E 101-41400-121 Total OFFICEMAX $77.47 838587 $13.87 838587 $27.78 931965 $23.92 931965 $7.47 931965 $150.51 ELEGI IVN Jurrurw OFFICE SUPPLIES OFFICE SUPPLIES OFFICE SUPPLIES ELECTION SUPPLIES E 101-43100-434 Blacktop Supplies $55.96 8878 AC FINES MIX Total OMANN BROTHERS INC. $55.96 U%A Imir VT -w ....--.---- - - - E 203-45210-390 Contracted Services $6,933.41 21814 ASPHALT PAVING SV CS Total OMANN BROTHERS PAVING INC. $6,933.41 J VI Imw v��cv. .-•--•---- - - E 602-49450-390 Contracted Services $31,560.33 16923 MONTHLY SERVICE E 601-49400-390 Contracted Services $14,245.67 16923 MONTHLY SERVICE Total PEOPLE SERVICE INC. $45,806.00 E 602-49450-121 PERA E 601-49400-121 PERA E 250-42410-121 PERA E 101-43100-121 PERA E 101-41600-121 PERA E 101-41400-121 PERA G 101-21704 PERA .3tal PUBLIC EMPLOYEES RETIREMENT FD $46.36 #677600 CH DTD 10/20/10 $46.36 #677600 CH DTD 10/20/10 $168.80 #677600 CH DTD 10/20/10 $1,031.31 #677600 CH DTD 10/20/10 $484.65 #677600 CH DTD 10/20/10 $254-67 #677600 CH DTD 10/20/10 $1,741.85 #677600 CH DTD 10/20/10 $3,774.00 E 101-41400-390 aGhkv u4`Jzow Iv/LvicUw .... -•--- --- -- $2,500.00 14650 92ND - LNDSCP/DRWY ESC RE E 702-41400-310 Miscellaneous Total RYAN SAWDEY CONSTRUCTION INC. $2,500.00 d ChKiF U4yZyvIviwic� .. •••.•••••,_ . ••-- - --- $850.00 5742 ANNUAL FIRE SPRINKLER INSP E 101-43100-402 Repairs/Maint Buildingss Total SERVICE FIRE PROTECTION, INC. $850.00 aunr'ft yawl $41.63 2338 FIN -ANTI VIRUS SFTWR E 101-41600-201 Office Supplies and Expenses $26.71 2338 ADMIN IT - COOLING FAN E 101-41400-201 Office Supplies and Expenses $2,468.75 2338 ADMIN IT - LABOR E 101-41400-390 Contracted Services $75.00 2338 GIS - LABOR E 101-41400-391 GIS Services $37.50 2338 UTIL - LABOR E 602-49450-390 Contracted Services $37.50 2338 UTIL - LABOR E 601-49400-390 Contracted Services $201.72 2338 ADMIN - LABOR E 101-41400-390 Contracted Services $1,018.91 2338 PW - LABOR E 101-43100-390 Contracted Services $93.94 2338 BLDG - ANTI VIRUS SFTWR, CABLE E 250-42410-201 Office Supplies and Expenses $126.72 2338 FIN - LABOR E 101-41600-390 Contracted Services $703.44 2338 BLDG - LABOR E 250-42410-390 Contracted Services $41.63 2338 ADMIN - ANTI VIRUS SFTWR E 101-41400-201 Office Supplies and Expenses $177.20 2338 PW -ANTI VIRUS SFTWR, CABLE E 101-43100-210 Operating Supplies (GENERAL) Total SOFTRONICS, INC. $5,050.65 CITY OF OTSEGO *Check Detail Register© OCTOBER 2010 Check Amt Invoice Commei E101-45200-410 Rentals (GENERAL) Total ST JOSEPH EQUIPMENT INC $154.97 VRO9424 AUGER RENTAL $154.97 r Chk# 049293 10/zuizv'iv $11— 3 20 324756 1.5" DUMP HINGE E 101-43100-220 Repair/MainTottal ST(OGWMASENERLER $113.20 E 101-43100-413 OST quipment Rental t l TRYCO LEASING INC. E 101-43100-434 Blacktop Supplies Total VANCE BROTHERS INC E 101-43100-320 Telephone Total VERIZON WIRELESS E 101-42100-390 Contracted Services tal WRIGHT COUNTY AUDITOR -TREASURE E 101-43160-322 Utilities E 601-49400-322 Utilities E 101-43160-322 Utilities E 601-49400-322 Utilities E 101-43160-322 Utilities Total XCEL ENERGY 10100 BANK OF ELK RIVER $57.55 5078 ESTUDIO 282 COPIER $57.55 $18.79 19060 BLACKTOP SUPPLIES $181.79 $97.22 468356286 LAPTOP SERVICE $97.22 $6844-96 SEPT FINE/FEE DISE $684.96 $193.70 $1,888.69 $16.57 $128.37 $26.96 $2,254.29 $161,650.04 Fund Summary 10100 BANK OF ELK RIVER $43,632.55 101 GENERAL FUND AND TRAIL MANAGEMENT $3,810.84 201 PAVEMENT 203 PARK DEVELOPMENT $27,465.45 $243,00 204 INSURANCE RESERVE $1,653.82 208 COMMUNITY FACILITIES FUND $227.83 222 Citywide Stormwater(NPDES II) $15,164.20 250 Comm. Dev. & Bldg Safety $2,636.16 408 Otsego Creek Watershed $101.99 441 Otsego Municipal Building Fund $1,658.96 480194/CSAH 37/19 & Kadler $20,509.37 601 WATER FUND $38,845.46 602 SEWER FUND DEVELOPMENT ESCROWS FUND $1,350.41 701 702 BUILDERS ESCROW FUND $4,350-00 $161,650.04 RIVERPOINTE LIGHTS 5740 RANDOLPH - WELL #8 SIGNAL @ CR36/101 16575 61 ST - WT #3 16501 53RD - ST LIGHT 10/20/10 11:39 AM Page 6 CITY OF OTSEGO *Check Summary Register@ OCTOBER 2010 Check Date Check Amt 1010010100 BBANK OF ELK RIVER ICMA RETIREMENT TRUST 10/1112010 Paid Chk# 049239 BENEFIT GROUP HSA 10/11/2010 Paid Chk# 049240 ALLIANCE PUBLIC EMPLOYEES RETIREME 10/11/2010 Paid Chk# 049241 UNITED STATES POSTAL SERVI 10111/2010 Paid Chk# 049242 Paid Chk# 049243 PEARSON BROS INC 10/1212010 Paid Chk# 049244 LEAGUE OF MN CITIES INS TRU 10/12/2010 Total Checks FILTER: None 0 10/12/10 1:46 PM Page 1 $1,054.88 PLAN #304185 $415.40 PPE 10/2/10 CH DTD 10/6/10 $3,743.65 #677600 PPE 1012/10 $967.17 POSTAGE FOR OTSEGO VIEW $132,721.79 2010 STREET MAINT PROJ $8,273.00 WORK COMP - FINAL AUDIT $147,175.89 CITY OF OTSEGO *Check Detail Register© OCTOBER 2010 10100 BANK OF ELK RIVER J cnKif u4ac0y ,.,, , „ _. $264.88 PLAN #304185 E 101-41400-121 PERA $790-00 _ PLAN #304185 G 101-21705 Other Retirement Total ICMA RETIREMENT TRUST $1,054.88 G 101-21706 Hospitalization/Medical Ins Total ALLIANCE BENEFIT GROUP E 602-49450-121 PERA G 101-21704 PERA E 101-41400-121 PERA E 101-41600-121 PERA E 101-43100-121 PERA E 601-49400-121 PERA E 250-42410-121 PERA -)tal PUBLIC EMPLOYEES RETIREMENT FD E 101-41400-347 Newsletter Total UNITED STATES POSTAL SERVICE E 201-45210-400 Repairs & Maint Eqpt - Cont Total PEARSON BROS INC E 101-43100-204 Insurance E 101-41400-204 Insurance E 101-45200-204 Insurance E 601-49400-204 Insurance E 602-49450-204 Insurance Total LEAGUE OF MN CITIES INS TRUST 10100 BANK OF ELK RIVER $147,175.89 $415.40 PPE 10/2/10 CH DTD 10/6/10 $415.40 TIREMENT FD 18867 $48.52 #677600 PPE 10/2/10 $1,727.85 #677600 PPE 10/2/10 $240 52 #677600 PPE 10/2/10 $478. 13 $478.31 #677600 PPE 10/2/10 $1 #677600 PPE 10/2/10 $48.52 #677600 PPE 10/2/10 $168.80 #677600 PPE 10/2/10 $3,743.65 $967.17 POSTAGE FOR OTSEGO VIEW $132,721.79 PAY 1 2010 STREET MAINT PROJ $132,721.79 $5,003.00 18867 WORK COMP - FINAL AUDIT $1,355.00 18867 WORK COMP - FINAL AUDIT $965.00 18867 WORK COMP - FINAL AUDIT $475.00 18867 WORK COMP - FINAL AUDIT $475.00 18867 WORK COMP - FINAL AUDIT $8,273.00 Fund Summary 10100 BANK OF ELK RIVER $13,238.26 101 GENERAL FUND 201 PAVEMENT AND TRAIL MANAGEMENT 79 $132$,1261.80 250 Comm. Dev. & Bldg Safety 601 WATER FUND $523.52 $523.52 602 SEWER FUND $147,175.89 10/12/10 1:45 PM Page 1 ITEM 5_2 RESOLUTION NO.: 2010 - 38 CITY OF OTSEGO COUNTY OF WRIGHT, MINNESOTA A RESOLUTION ACCEPTING A DONATION FROM THE MINNESOTA TWINS COMMUNITY FUND FOR CONSTRUCTION OF OUTFIELD FENCES AT PRAIRIE PARK. WHEREAS, the Minnesota Twins Community Fund has made a donation of five thousand ($5000.00) dollars to the City of Otsego; and, WHEREAS, the donation is for the purpose of construction of outfield fences at Prairie Park; and, WHEREAS, Minnesota Statutes 465.03 requires that all gifts and donations of real or personal property be accepted only with adoption of a resolution of the governing body; and, WHEREAS, the City of Otsego sincerely thanks the Minnesota Twins Community Fund for their generous donation and for its support of the community. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Otsego that the donation by the Minnesota Twins Community Fund is hereby accepted. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 25th day of October 2010. CITY OF OTSEGO BY: Jessica Stockamp, Mayor ATTEST: Tami Loff, City Clerk ITEM 5_3 RESOLUTION NO.: 2010 - 39 CITY OF OTSEGO COUNTY OF WRIGHT, MINNESOTA A RESOLUTION ACCEPTING DONATION ENCES ATI PRAIRIE PARK. YOUTH ROGERS BASEBALL FOR CONSTRUCTION OF OUTFIELD WHEREAS, Rogers Youth Baseball has made a donation of five thousand ($5000.00) dollars to the City of Otsego; and, WHEREAS, the donation is for the purpose of construction of outfield fences at Prairie Park; and, WHEREAS, Minnesota Statutes 465.03 requires that all gifts and donations of real or personal property be accepted only with adoption of a resolution of the governing body; and, WHEREAS, the City of Otsego sincerely thanks Rogers Youth Baseball for their generous donation and for its support of the community. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Otsego that the donation by Rogers Youth Baseball is hereby accepted. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 25th day of October 2010. ATTEST: Tami Loff, City Clerk CITY OF OTSEGO BY: Jessica Stockamp, Mayor 2 ITEM 5_4 RESOLUTION NO.: 2010 - 43 CITY OF OTSEGO COUNTY OF WRIGHT, MINNESOTA A RESOLUTION ACCEPTING A DONATION FROM THREE RIVERS SOCCER ASSOCIATION FOR PARK MAINTENANCE. WHEREAS, Three River Soccer Association (TRSA) has made a donation of five hundred ($500.00) dollars to the City of Otsego; and, WHEREAS, the donation is for the purpose of supporting park maintenance; and, WHEREAS, Minnesota Statutes 465.03 requires that all gifts and donations of real or personal property be accepted only with adoption of a resolution of the governing body; and, WHEREAS, the City of Otsego sincerely thanks TRSA for their generous donation and for its support of the community. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Otsego that the donation by TRSA is hereby accepted. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 25th day of October 2010. CITY OF OTSEGO BY: Jessica Stockamp, Mayor ATTEST: Tami Loff, City Clerk r ITEM 5_5 OTSEGO PARKS AND RECREATION COMMISSION MEETING OTSEGO CITY HALL SEPTEMBER 8, 2010 8:00 PM 1. Call to Order. Vice Chair Krista Bean called the meeting to order at 7:46PM after an on-site inspection of the proposed park at 8600 O Dean Avenue NE. Roll Call: Vice Chair Krista Bean; Commission Members: Kathy Roberts, Rose Cassady and Mike Brumm: Absent: Chair Susan Krekelberg and Commission Members Duane Lauseng and Peter Torresani; City Council: Mayor Jessica Stockamp; Staff: Brad Belair, Public Works Supervisor, Mike Robertson, City Administrator, Sandy Lindenfelser, Special Licensing and Dan Licht, City Planner 2 Consider a e�pproval. Vice Chair Bean requested to add 6.2. Darkenwald Park. Vice Chair Krista Bean motioned to approve the agenda as amended. Seconded by Commissioner Rose Cassady. All in favor. Motion carried. 3 Consider the following minutes: 3.1. August 112010 Regular Meeting Minutes. Commissioner Mike Brumm motioned to approve the minutes as written. Seconded by Commissioner Kathy Roberts. All in favor. Motion carried. 4 Offen Forum: 5. New Business. 5.1. Kari Menzia Interview for Park Commission Vacancy Commission Members interviewed Kari Menzia for the Parks and Rec Commission vacancy. 5.2. Charles F VonBerg Interview for Park Commission Vacanc Commission Members interviewed Charles Von Berg for the Parks and Rec Commission vacancy. Vice Chair Krista Bean recommended City Council appoint Kari Menzia to the Parks and Rec Commission. Seconded by Commissioner Kathy Roberts. All in favor. Motion carried. 6. Unfinished Business. 6.1. Proposed Park at 8600 O Dean Avenue NE City Planner Dan Licht gave an overview of the property at 8600 O Dean Avenue NE stating that the proposed purchase cost is consistent with other property in the area but it may be negotiable. There is the 2'/2 acres adjacent to the property that is also for sale. City Planner Dan Licht noted to commission members to keep in mind the money would come from the Community Facilities w Fund to purchase the land. City Planner Dan Licht hoped to get a recommendation from the Parks and Rec Commission for City Council to discuss next Monday. Vice Chair Krista Bean motioned to recommend City Council to negotiate the purchase of the Wilson property. Seconded by Commissioner Rose Cassady. All in favor. Motion carried. Commissioner Kathy Roberts motioned to recommend City Council and those involved to look into the purchase of the 2'/ acres adjacent to the Wilson property. Seconded by Vice Chair Krista Bean. All in favor. Motion carried. 6.2. Darkenwald Park Discussion It was agreed to add the proposed dog park to the next agenda. City Planner Dan Licht noted to the commission that the plans and specs for Norin Landing are completed and it is shovel ready. Staff is still talking with the DNR about a possible grant. The splash pad for Prairie Park will also be discussed at next month's meeting. 7. Public Works Update Public Works Supervisor Brad Belair gave an update on the progress in Frankfort Park noting lights are being installed at this time and he is hoping to have the bituminous on the tennis court completed next week. Regular maintenance is also being done. 8. Pride in our Parks 8.1. Coles Martial Arts Monthly Report Public Works Supervisor Brad Belair commented that Joel Coles takes good ownership in taking care of this area and contacts him whenever he has issues. 9. Update on City Council actions by Mayor Stockamp Mayor Stockamp gave an overview of what has been happening in the City noting the 5K walk/run was a success and that they were very pleased with the help of city staff. A meeting was held regarding the possible installation of Little League Fields behind City Hall. Discussion of the Otsego View publication dates. Mayor Stockamp noted that the next Otsego View will have room for pictures from the festival and will be out before Pumpkin Patch Day. 10. Subcommittees. a. All Sports (Commissioner Torres—', No Items b. Community Ed/Ids 728 (Commissioner Bean, No Items C. Communication (Commissioner Krekelber). No Items d. Pumpkin Patch (Commissioner Roberts). Commissioner Kathy Roberts updated the commission on Pumpkin patch Day stating everything will stay the same as last year and is all in order at this time. The Boy Scouts will be helping out again this year. Vice Chair Bean will send an email to the Star News to get this published. Mayor Stockamp inquired about the inflatables and Commissioner Roberts stated that they will need three people, one to supervise each one of these. Signage for the day was discussed. Public Works Supervisor Brad Belair will get the sign made and also get a hay wagon. Commissioners Roberts and Cassady will go over supplies. Mayor Stockamp will notify Mike at Target to see if they will be willing to donate again. Flyers will be hung in the parks. e Santa Dgy — (Commissioner Cassady). Commissioner Cassady inquired as to whether or not the commission wants the horse and sleigh for Santa Day as he will need to be booked immediately. They do and she will contact him. f Egg Hunt — (Commissioner Brumml. No Items 11. Information. No Items 12 Adjourn by 10 PM. Commissioner Mike Brumm motioned to adjourn. Seconded by Commissioner Rose Cassady. All in favor. Meeting adjourned at 8:55PM. Written by Sandy Lindenfelser, Special Licensing ITEM 5_6 Otsego Heritage Preservation Commission Meeting September 14, 2010 Present: Chris Wilson, Ron Black, Toni Seroshek, Gail Anderson, Mayor Jessica Stockamp, Dan Licht, City Planner. Chair Ron Black called the meeting to order and minutes of the last meeting were approved. Toni discussed the steps to proceed now that the StEPs grant has been approved. She will obtain the StEPs workbook and at the next meeting we will choose strategy and distribute tasks. Heather Koop, a historian with twenty years' experience at the Minnesota History Center, has been chosen as our consultant for the StEPs program. Toni also reported that the (probably) original Otsego cemetery map made of fabric and the Justice of the Peace docket for 1884-1916 were delivered to Marian Rengel of the Minnesota Digital Library this week. She was unable to estimate how long the process of digitization will take, but it does involve having someone transcribe the docket so that it may take some time. Toni reiterated that after the process is completed we will have access to look at both on the MN Digital Library website: www.mndieital.ore/reflections/. We also will have our own DVD version to do with what we want. A rough draft of the Otsego History driving tour was proofed and Dan will bring a final version to the Otsego Days OHPC booth on Saturday. Duties at the booth will put Chris and Ron there 10-12, Toni and Gail 12-3 and Chris 3-5. Drawings will be held for three winners of an Otsego history book to be chosen by the winners. We briefly discussed the McDonald house and the recommendations given to the Council about what it would take to protect the house minimally at this time. No conclusions were made. Toni mentioned again having a link on Otsego City's website to US Gen Web where Elaine Norin's Otsego cemetery transcript is available. Dan will talk with Council Member Vern Heidner about this. Klein Bank would like some historical photographs to copy and put up in their lobby. 1 We discussed allowing Klein Bank to look at some photos and decide which they would like to use; then they would pay for the digitization and enlarging. Toni mentioned Jim Ebner at Photo One in Monticello as being very adept at working with historical photos. Toni and Gail will attend the State Preservation Conference in Winona Sept. 16 and 17. After the meeting we all went to the Public Works building to gather the Festival materials and appreciate the office. We helped Ron carry in old file cabinets he donated to OHPC. Gail Anderson, Recorder Fa Otsego Police Commission Minutes T E M 5-7 September 14, 2010 PRESENT: Denise Andrusko, Rob VanDenBerg, Joel Torkelson, John Hinnenkamp, Jason Warehime, Jessica Stockamp, Jane Theisen. Pat Brink — Otsego View Police Officer — Pete Walker Meeting called to order at 6:37 p.m. ADGENDA — Item A removed until next month - Approved MINUTES from August 17 — Approved OPEN FORUM: Resident complaint regarding golf carts on public roads and sidewalks. The resident called the police to report and the persons were found and stopped by police. The police officer incorrectly informed the cart driver that there was no ordinance restricting golf cart usage. Officer Pete will inform officers patrolling in Otsego that there is an ordinance restricting golf cart usage, and will have the officer who responded to the previous call re -visit the cart driver and clarify. Officer Kevin Olson gave multiple parking citations for cars illegally parked near the VFW fields during a Rugby tournament. City officials would like to review police reports/citations and discuss with the VFW. Parking is not allowed on 90& St NE, but parked on frequently by many people during football practices. Officer Pete will have police advise people it is a no parking zone. Complaint about speeding near Arbor Creek area. Officer Pete will make police aware to patrol more often. OLD BUSINESS: NEW BUSINESS: Need to interview replacement for Linda Lewis. Will interview applicants Oct 12. Otsego festival this Saturday. Will raffle off National Night Out extra donations. Booth hour duties: 10:00AM-12:OOPM ... Paul, Joel, Denise 12:OOPM-2:OOPM ... Rob 2:OOPM-5:OOPM ... John Police Commission Road Clean-up will meet at City Hall 10-10-10 @ I0:00AM. Need McGruff appearance at Otsego Pumpkin Patch. Event Dates — Otsego Pumpkin Patch—10-16-10 City Council Meeting assignments Sept 27 - Paul Oct 11 - Jason Next meeting — October 12, 2010 Meeting adjourned 7:27 PM ITEM 5_8 Water Wastewater Utilities City of Otsego Memo To: City Council From: Kurt Neidermeier PeopleService Inc Date: October 25, 2010 Re: Biosolids Application Biosolids hauling quotes were sought for a fall application from the municipal WWTF's. Four quotes were received, ranging from $0.0275/gallon to $0.039/g. The recommendation is for approval of R -Way Pumping Inc. having the lowest cost per gallon, previous haul experience in Otsego, and responsibility for incorporation of material. Included is the quote request and recommended hauler. Thank you, Kurt Neidermeier The City of Otsego is requesting quotes for a fall biosolids haul. The haul wilt consist of approximately 30o,000 gallons from the West facility and another 300,000 gallon s from the East facility for a total of 60o,000 gallons and will be applied to approved sites located within the city limits. The haul will need to be completed by November 23rd. The East facility does not have a usable overhead load out stand and may require additional provisions depending on equipment used. Quotes in the form of cost per gallon must be received by Tuesday October l , 2010 at 1:00pnt. Bids will be awarded October 2S'", with notlfkation on the 2e. Please submit bids by a mail to ± mer(c�pe0 leservice.com. If you have any questions please contact Jill at 320-420-7937. Thank you, JIN Rymer Type 4 Blosoilds Operator Wattr/wastewater Operator peopleService Inc 10/1912010 Jill Rymer City of Otsego 8899 Nashua AVO NE (ego, MN 55330 I Thank you for the request of a quote for the fall I IosoNds houling protect. The following is our quote to complete #0 project of the biosotids haul from your East WWTF and West WWTF, Otsego MN. The cost includes all pumping, hauling and incorporating, which includes fuel and labor, of the material at the permitted sites. Price per gallon is $ .0275 per gallon. The mobilization charge is $ 750.00. These prices are based on approximately 300,000 gallons at each site with 3 percent solids. 1. Please firer free to contact me if you should have any questions. My cell phone number is 320-250-3210 Thank you and I look forward to hearing from Y0111 soon. i Roger Boecker R -Way Pumping Inc. { i 'j 1 ITEM 6_7A EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF OTSEGO, MINNESOTA HELD: October 25, 2010 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Otsego, Wright County, Minnesota, was duly held at the City Hall on October 25, 2010, at 6:30 o'clock P.M., for the purpose, in part, of considering proposals and awarding the sale of $3,660,000 General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION NO. 201040 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $39660,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS, SERIES 2010B9 AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, on September 13, 2010, after publication of notice of public hearing, the City of Otsego, Minnesota (the "City"), held a hearing on the proposed issuance of general obligation capital improvement plan bonds pursuant to Minnesota Statutes, Section 475.521, Subd. 2 and adopted the Capital Improvements Plan for the years 2010 through 2014 (the "Plan"), in accordance with the provisions of Minnesota Statutes, Section 475.521, Subd. 3; and the Plan provides for refinancing the Public Works Facility (the "Public Works Facility") and all persons who wished to speak or to provide written information relative to the public hearing were afforded the opportunity to do so; and B. WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 475.521, Subd. 2(c), the City Council hereby acknowledges that no petition signed by voters equal to five percent of the votes cast in the City in the last general election requesting a vote on the issuance of the general obligation capital improvement plan has been filed with the City Clerk within thirty days after the date the public hearing on the issuance of the general obligation capital improvement plan was held; and C. WHEREAS, the City Council has heretofore determined that it is necessary and expedient to issue $3,660,000 General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B (the "Bonds" or individually, a "Bond") pursuant to Minnesota Statutes, Section 475.521 and Chapter 475 to provide funds to acquire the Public Works Facility pursuant to an advance refunding of the outstanding $3,595,000 original principal amount of Public Facility Lease Revenue Bonds, Series 2007A (City of Otsego, Minnesota Lease With Option to Purchase Project) of the Economic Development Authority of the City of Otsego, Minnesota (the "EDA"), dated March 1, 2007 (the "Prior Bonds"), as provided in the Plan; and 2724457VI D. WHEREAS, the City has heretofore determined, in accordance with Minnesota Statutes, Section 475.521, Subd. 4, that the maximum amount of principal and interest to become due in any year on all the outstanding bonds issued under Minnesota Statutes, Section 475.521, including the Bonds, will not equal or exceed 0.16 percent of taxable market value of property of the City; and E. WHEREAS, $1,775,000 aggregate principal amount of the Prior Bonds which matures on and after December 1, 2016, is callable on December 1, 2015 (the "Callable Prior Bonds"), as provided in the EDA's Revenue Bond Resolution No. 2007-1 adopted on February 26, 2007 (the "Prior Resolution"); and F. WHEREAS, $1,455,000 aggregate principal amount of the Prior Bonds which matures on December 1, 2010, through and including December 1, 2015 (the "Noncallable Prior Bonds"), will be paid on December 1, 2010, through and including December 1, 2015, and the payment of the Noncallable Prior Bonds is also consistent with the covenants made with the holders of the Prior Bonds; and G. WHEREAS, the refunding of the Callable Prior Bonds is consistent with covenants made with the holders of the Prior Bonds pursuant to the Prior Resolutions; and H. WHEREAS, the City has retained David Drown Associates, in Minneapolis, Minnesota, as its independent fmancial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and I. WHEREAS, it is in the best interests of the City that the Bonds be issued in book - entry form as hereafter provided. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Otsego, Minnesota, as follows: 1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth and to pay therefor the sum of $ , plus accrued interest to the settlement date, is hereby accepted and the acting Administrator and Finance Director are hereby authorized and directed to execute a contract with the Purchaser on behalf of the City. 2. Bond Terms. (a) original Issue Date,• Denominations,• Maturities,• and Term Bond Option. The Bonds shall be dated November 1, 2010, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall mature on December 1 in the years and amounts as follows: 2 2724457v1 Year Amount Year Amount 2011 $130,000 2017 $430,000 435,000 2012 150,000 2018 2019 450,000 2013 150,000 150,000 2020 460,000 2014 2015 415,000 2021 470,000 2016 420,000 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the forgoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the 'Book Entry Only Period"), shall at all times be in the form of a separate single fully registered certificate for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the City nor the Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the 'Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to M 2724457v1 certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the Holder of the Holders of the Bonds as shown on the register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book - entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Registrar may establish a special record date for such consent or other action. The City or the Registrar shall, to the extent possible, give the Depository notice of such special record date not less than fifteen calendar days in advance of such special record date to the extent possible. (ix) Any successor Registrar in its written acceptance of its duties under this Resolution and any paying agency registrar agreement, shall agree to take any actions 4 anaas7vi necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (c) Termination of Book -Entry Only System. Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository can be found which, in the opinion of the City, is willing and able to assume the functions of the Depository hereunder upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10. (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part hereof. If and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. P=ose.• Refunding Findings. The Bonds shall provide funds for a full net cash advance refunding of the outstanding Callable Prior Bonds and the Noncallable Prior Bonds (the "Refunding"). It is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67, and as a result of the Refunding, the average life of the maturities is extended by at least three years. 4. Interest The Bonds shall bear interest payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 2011, 5 an4457vt calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate 2011 2012 2013 2014 2015 2016 Maturitv Year Interest Rate 2017 2018 2019 2020 2021 The maximum annual principal and interest on the Bonds ($ ), is less than 0.16% of the taxable market value of the City ($1,176,525,200). 5. Redemption. All Bonds maturing on December 1, 2019, and thereafter, shall be subject to redemption and prepayment at the option of the City on December 1, 2018, and on 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 City shall determine the maturities and the principal amounts within each maturity to be prepaid, 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. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds at least thirty days prior to the date set for redemption. Prior to the date on which any Bond or Bonds are directed by the City to be redeemed in advance of maturity, the City will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or the Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and the Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the City shall execute and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or 3 an44s7vi Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6, Bond Registrar. Northland Trust Services, Inc., cto the Bonds (the Bond ' is transfer agent appointed to act as bond registrar and vv�duly Registrar"), and shall do so unless and until a successorBond halll exec elwhich strar is s consistent herewith. pursuant to any contract the City and Bond Registraruless and until a successor paying agent is The Bond Registrar shall also serve as payingagent duly appointed. Principal and interest on the Bonds sh�the f Opaid f the and paragr ph holders2 or record holders) of the Bonds in the manner set forth m '7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of the registration information thereon, shall be in Authentication, the form of Assignment and substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA WRIGHT COUNTY CITY OF OTSEGO R - GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BOND, SERIES 2010B Interest Rate Maturity Date December 1, — REGISTERED OWNER: CEDE & CO. Date of Oriffinal Issue CUSIP November 1, 2010 PRINCIPAL AMOUNT: The City of Otsego, Wright County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered o�olmrsp pecifi d aboveronfied above, ogtheematurity red assigns, in the manner hereinafter set forth, the principal ve, unless called for earlier redemption, and to pay interest thereon date specified abo(each, an semiannually on June 1 and December 1 of each See specified above(calculatedon thebasis of a commencing June 1, 2011, at the rate per annump 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent InterestfPa �� issue ue hereofate to c The principal of h interest has been paid or, if no interest has been paid, from the date S and premium, if any, on this Bond are payable upon presentation ol s Minnesota (the hereof Bond �e principal office of Northland Trust Services, Inc., in p agent duly appointed " the Issuer. Registrar"), acting as paying agent, or any successor paying Y Pp Interest on this Bond will be paid on each Interest Payment DateBbOy older') on the reeck or &aft lgistration person in whose name this Bond is registered (the Ho thereon at the books of the Issuer maintained by the Bond Registrar and at the address appearing VA 2724457VI close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. Optional Redemption. The Bonds of this issue (the 'Bonds") maturing on December 1, 2019, and thereafter, are subject to redemption and prepayment at the option of the Issuer on December 1, 2018, and on 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 Issuer shall determine the maturities and the principal amounts within each maturity to be prepaid; 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. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds at least thirty days prior to the date set for redemption. Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. Selection of Bonds for Redemption• Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date, a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or the Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and the Bond Registrar duly executed by the Holder thereof or the 2724457v1 Holder's attorney duly authorized in writing) and the Issuer shall execute and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance• Purpose• General Obligation. This Bond is one of an issue in the total principal original and tenor, except as to number, maturity, amount of $3,660,000, all of like date of o d pursuant to and in full conformity interest rate, denomination and redemption privilege, issue with the Constitution and laws of the State of Minnesota and pursuant to resolution adopted opt so y s the City Council on October 25, 2010 (the Resolution"), for the pure of providing finance the acquisition of capital improvements, as defined in Minnesota Statutes, Section 475.521 and described in the Issuer's Capital Improvement Plan, including the acquisition of the Public Works Facility pursuant to an advance refunding of the outstanding Public Facility Lease Revenue Bonds, Series 2007A (City of Otsego, Minnesota Lease With Option to Purchase Project) of the Economic Development Authority of the City of Otsego, Minnesota, dated March 1, 2007, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475. This Bond is payable out of the General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt fiill full payment of its principal, premium, if any, and interest when the same become due, t faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations- Exchange• Resolution. Th BRoesolution) ands are lare exchangeable registeredully e solely in f or ully form in Authorized Denominations (as defined in each al amounts at the registered Bonds of other Authorized Denominations in equal aggregatep P principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditionsagreement with the Bond Resolution and to reasonable regulations of the Issuer contained in any Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearesignation), of an Authorized nc. al count equal to the principal amount of Denomination or Denominations, m aggregate pn p this Bond, of the same maturity and bearing interest at the same rate. Fees uyon Transfer or Loss. The Bond Registrar may require payment of a sum governmental charge payable in connection with the transfer sufficient to cover any tax or other or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as D 2724457vl and for herein provided (except as otherwise provided herein with respect to the Record Dat the Bond all e other purposes, whether or not this Bond shall be overdue, Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tax Exempt Obligations. The Bonds have been designated be �eRevenIssuerue "qualified tax exempt obligations" for purposes of Section 265(b)( ) Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things and to be required by the Constitution and laws of the State of Minnesota to be done, to happen performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner s rthe ege of original isansue hereofd that uir Bond, together with all other debts of the Issuer outstandingpurchaser, does not exceed any and the date of its issuance and delivery to the original p constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Otsego, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and the Clerk, the seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: Registrable by: NORTHLAND TRUST SERVICES, INC. BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. NORTHLAND TRUST SERVICES, INC. Minneapolis, Minnesota Bond Registrar Authorized Signature 2724457x1 Payable at: NORTHLAND TRUST SERVICES, INC. CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA acsimile Mayor /s/Facsimile Clerk 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad -15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 11 2724457VI PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: Date Amount Authorized Signature Of Holder 12 an4457vl 8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate seal has been omitted. In the event of disability or resignation or other absence of either officer, the Bonds may be signed by the manual or facsimile signature of the officer who may act on behalf of the absent or disabled officer. In case either officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of November 1, 2010. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration• Transfer• Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. 13 2724457vl All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or the Holder's attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 with respect to interest payment and record date) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery; Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Clerk to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B Fund" (the "Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the 14 2724457vl interest thereon have been fully paid. There shall be maintained in the Fund separate accounts, to be designated the "Escrow Account" and "Debt Service Account", respectively. (a) Escrow Account. The City will create an Escrow Account which shall be maintained as an escrow account with Northland Trust Services, Inc. (the "Escrow Agent") in Minneapolis, Minnesota, which is a suitable financial institution within or without the State. $ in proceeds of the sale of the Bonds shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds, less proceeds used to pay costs of issuance and any residual amount of Bond proceeds returned to the City on the closing date, are hereby irrevocably pledged and appropriated to the Escrow Account, together with all investment earnings thereon. The Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, to pay when due the accrued interest, the principal amount of outstanding Prior Bonds to maturity or to the date called for redemption and to pay any premium required for redemption. The moneys in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account may be remitted to the City, all in accordance with an Escrow Agreement (the 'Escrow Agreement") by and between the City, the EDA and the Escrow Agent. A form of the Escrow Agreement is on file in the office of the Clerk. Any moneys remitted to the City pursuant to the Escrow Agreement shall be deposited in the Debt Service Account. (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (i) all accrued interest received upon delivery of the Bonds; (ii) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (iii) any unexpended moneys in the 2007A Public Facility Lease Revenue Bonds Bond Fund created by the Prior Resolution; (iv) any residual amount of Bond proceeds returned to the City by the Escrow Agent; (v) any balance remitted to the City upon the termination of the Escrow Agreement; (vi) all investment earnings on funds held in the Debt Service Account; and (vii) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from the Debt Service Account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Escrow Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall 15 2724457vl not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Tax Levy_ Coverage Test To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Lew Year of Tax Collection Amount 2010-2020 2011-2021 See Attached The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Bonds, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irreparable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 17. General Oblation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 18. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered Holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if 16 2724a57vi notice of redemption as herein required has been duly provided for, to such earlier redemption date. 19. Certificate of Registration. A certified copy of this resolution shall be filed in the office of the County Auditor of Wright County, Minnesota, together with such other information as the County Auditor shall require and the County Auditor shall issue a certificate that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy required by law has been filed and levied. 20. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: (a) Provide or cause to be provided to the Municipal Securities Rulemaking Board (the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided, in a timely manner to the MSRB notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner to the MSRB notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and City Clerk, or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 21. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 17 a7aaas7VI 22. Official Statement. The Official Statement relating to the Bonds prepared and distributed by the Purchaser is hereby approved and the officers of the City are authorized in connection with the delivery of the Bonds to sign such certificates as may be necessary with respect to the completeness and accuracy of the Official Statement. 23. Ne ative Covenant as to Use o ad Proceeds the Bonds or to use the Public Works Facility, City hereby covenants not to use the proceeds o or to cause or permit it to be used, or to enter into any deferred payment arrangements for the cost of the Public Works Facility, in mannersuch a 41 through 150 of the Code. be "private activity bonds" within the meaning of Sections 03 an 24. Tax-ExempIS ts of the Bonds; Rebate. The City is subject to the rebate requirement imposed by Section 148(f) of the Code by reason of issuing (together with all subordinate entities thereof, and all entities treated as one issuer with the City) more than $5,000,000 of tax-exempt governmental obligations 1.148-8 during the is calendar year as provided in Section 148(f)(4)(D) of the Code andof 25. Desi nation as Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2010 will not exceed $30,000,000; (e) not more than $30,000,000 of obligations issued by the City during this calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $30,000,000. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 26. Escrow Agreement. On or prior to the delivery of the Bonds the Mayor and Clerk shall, and are hereby authorized and directed to, execute on behalf of the City the Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of this resolution and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 18 272aas7Vi 27. Securities,• Escrow Agent. Securities purchased from moneys in the Escrow Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amendments or supplements thereto. Securities purchased from the Escrow Account shall be purchased simultaneously rnes that the Escrow Agewith the delivery of thent is suitable t s. The lac has as investigated the facts and hereby finds and escrow agent. 28. Callable Prior Bonds. The Callable Prior Bonds shall be redeemed and prepaid in accordance with the terms and conditions set forth in the Notice of Call for Redemption substantially in the form attached to the Escrow Agreement, which terms and conditions are hereby approved and incorporated herein by reference. The Notice of Call for Redemption shall be given pursuant to the Escrow Agreement. Failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceedings for the redemption of the Prior Bonds. 29. Purchase of SLGS or Open Market Securities. The Escrow Agent, as agent for the City, is hereby authorized and directed to purchase on behalf of the City and in its name the appropriate United States Treasury Securities, State and Local Government Series, and/or open market securities from the proceeds of the Bonds and, to the extent necessary, other available funds, all in accordance with the provisions of this resolution and the Escrow Agreement and to execute all such documents (including the appropriate subscription forms) required to effect such purchase in accordance with the applicable U.S. Treasury Regulations. 30. Termination of Lease and Ground Lease Agreement. The City hereby elects to exercise its option under Section 4.6 of the Lease With Option to Purchase Agreement between the City and the EDA, dated as of March 1, 2007 (the "Lease") to prepay the Purchase Option Price (as defined in the Lease) and deposit funds sufficient to defease the outstanding Prior Bonds as provided in the Escrow Agreement. As provided in the Lease, the City hereby determines and declares that upon the issuance of the Bonds and the funding of the Escrow Account, the Lease and Ground Lease Agreement shall be terminated and the EDA shall have no further right, title or interest in and to the Public Works Facility. 31. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 32. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared duly passed and adopted. 19 2724457v1 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 the minutes relate to providing for the sale of $3,660,000 General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B. WITNESS my hand on October 25, 2010. 20 arzaas7vi Clerk ESCROW AGREEMENT PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A (CITY OF OTSEGO, MINNESOTA LEASE WITH OPTION TO PURCHASE PROJECT) ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF OTSEGO, MINNESOTA AND GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS, SERIES 2010B CITY OF OTSEGO, MINNESOTA THIS ESCROW AGREEMENT made as of November 1, 2010, by and between Northland Trust Services, Inc., in Minneapolis, Minnesota (the "Escrow Agent"), the Economic Development Authority of the City of Otsego, Minnesota (the "EDA") and the City of Otsego, Minnesota (the "City"), WITNESSETH THAT: A. WHEREAS, pursuant to Revenue Bond Resolution No. 2007-1 adopted on February 26, 2007, the EDA has heretofore issued $3,595,000 original principal amount Public Facility Lease Revenue Bonds, Series 2007A (City of Otsego, Minnesota Lease With Option to Purchase Project), dated March 1, 2007 (the "Refunded Bonds"), of which the December 1, 2010, and later maturities are being refunded. The Refunded Bonds maturing on December 1, 2010, through and including December 1, 2015, in the aggregate principal amount of $1,455,000 may be paid on December 1, 2010, through and including December 1, 2015 (the "Noncallable Prior Bonds"). The Refunded Bonds maturing on and after December 1, 2016, in the years and amounts on such dates as follows: Year Amount 2016 $575,000 2017 600,000 2018 600,000 in the aggregate principal amount of $1,775,000 (the "Callable Prior Bonds"), may be redeemed and prepaid on December 1, 2015. B. WHEREAS, pursuant to Section 10.4 of the Lease With Option to Purchase Agreement, dated as of March 1, 2007, between the EDA and the City (the "Lease"), the City is granted the option to provide for the payment of the Rental Payments for the then applicable Purchase Option Price; and C. WHEREAS, to provide for a full net cash advance refunding of the Refunded Bonds in accordance with Minnesota Statutes, Section 475.67 and the exercise of its Purchase Option under the Lease, the City has, pursuant to a resolution adopted on October 25, 2010 (the "Refunding Resolution"), authorized the issuance of its $3,660,000 General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B dated November 1, 2010, as the date of original issue (the "Refunding Bonds") and the City and the EDA have authorized (i) the payment of the Noncallable Prior Bonds on December 1, 2010, through and including December 1, 2015; (ii) the redemption and prepayment of the Callable Prior Bonds on December 1, 2015; and (iii) the defeasance of the Refunded Bonds pursuant to this Escrow Agreement; and znaas7vt D. WHEREAS, under the terms of the Refunding Resolution $ of Refunding Bonds proceeds (the "Escrow Account") shall be held and invested in accordance with the terms and conditions of this Escrow Agreement as follows: $ simultaneously be invested in securities (the "Initial Escrowed Obligations") as described in the report of Grant Thornton LLP, dated November 18, 2010, attached hereto as Exhibit D (the "Accountant's Report"), which Initial Escrowed Obligations, together with the balance of cash in the amount of $ , shall be used to advance refund the Refunded Bonds. On the date of Bond closing, the Escrow Agent shall return $ 'representing a residual amount, to the City. The Initial Escrowed Obligations (or evidence of the investment therein and constructive receipt thereof) and cash are herein called the "Escrow Deposit", provided that the term "Escrow Deposit" may include due bills reflecting Escrowed Obligations not received by the delivery of and payment for the Refunding Bonds (the "Bond Closing") so long as such due bills are secured by the deposit of comparable securities identified as "Substitute Securities" in the Accountant's Report, or by a cashier's check in an amount equal to either the principal and interest due on the Escrowed Obligations so due or any deficiency in principal or interest due on the Substitute Securities (the Initial Escrowed Obligations, said Substitute Securities and any other investments made hereunder, are referred to collectively as the "Escrowed Obligations"); and E. WHEREAS, it is desirable and appropriate that $ of Refunding Bond proceeds and $ of available City funds to be used to pay issuance expenses be paid by the Escrow Agent for disbursement in accordance with the schedule of disbursements (the "Issuance Expenses") set forth in Exhibit B attached hereto and incorporated herein by reference; and F. WHEREAS, the Escrow Agent is, and hereby represents that it is, a suitable financial institution within or without the State of Minnesota: NOW, THEREFORE, in consideration of the premises and of the respective agreements on the part of the Escrow Agent, the EDA and the City herein contained, the parties hereto hereby agree as follows: 1. Deposits. The City agrees upon delivery of and payment for the Refunding Bonds at the Bond Closing to forthwith irrevocably deposit with the Escrow Agent the Escrow Deposit, as an appropriation of the Escrowed Obligations and all payments of principal and interest thereon, in trust with the Escrow Agent for the security of the holders and owners of the Refunded Bonds. The City further agrees upon the Bond Closing to deposit with the Escrow Agent the moneys designated above, and the City authorizes the Escrow Agent (and the Escrow Agent agrees) to disburse the moneys to pay Issuance Expenses. The City further authorizes the Escrow Agent to disburse $ in proceeds of the Bonds received on Bond Closing and any other residual funds in the Escrow Account to the City for deposit in the Debt Service Account. 2. Acknowledgment of Deposit. Receipt of the Escrow Deposit and Refunding Bonds proceeds to pay Issuance Expenses shall be acknowledged on behalf of the Escrow Agent at the Bond Closing by execution of an Acknowledgment in the form attached hereto as Exhibit C by a duly authorized officer of the Escrow Agent. 2 2724457v1 3. Compensation; Waiver of Lien. The Escrow Agent hereby acknowledges receipt of the sum of $3,175 as and for its full compensation for services to be performed by it as agent under this Agreement. There will be no future billings for services rendered by the Escrow Agent. The Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account. 4. Collection and Remittance; Payment of Interest Principal and Premium. if anv. on Refunded Bonds: Substitute Securities. The Escrow Agent will collect all remittances of interest on the Escrowed Obligations in the Escrow Account as and when such interest becomes due and payable. The Escrow Agent will cause such Escrowed Obligations to be presented for payment and converted into cash on their respective maturity or due dates in accordance with the schedule of cash payments included in the Accountant's Report, and will remit from the Escrow Account to the paying agent for the Refunded Bonds, the funds required from time to time for the payment when due, on each interest and principal payment date for the interest, principal and premium, if any, on the Refunded Bonds. If the delivery of any Escrowed Obligations is secured at the Bond Closing by Substitute Securities and/or a cashier's check as hereinabove provided and delivery of the Initial Escrowed Obligations is not made within thirty days after the Bond Closing, the Escrow Agent shall in accordance with the terms of such security arrangement substitute the Substitute Securities and/or cashier's check for the Initial Escrowed Obligations to assure that such schedule of cash payments can be complied with. 5. Sufficiency of Escrow Deposit; Further Deposits. In reliance upon the Accountant's Report, the City represents, and the Escrow Agent acknowledges, that the Escrow Deposit, if the principal of and interest on the Initial Escrowed Obligations are paid in accordance with their terms, is sufficient to produce cash in such amounts to enable the Escrow Agent to make full and timely payments as provided in paragraph 4. If at any time it shall appear to the Escrow Agent that the money in the Escrow Account allocable for such use hereunder will not be sufficient to make any payment due to the holders of any of the Refunded Bonds, the Escrow Agent shall immediately notify the City. The City thereupon shall immediately deposit in the Escrow Account from funds on hand and legally available such additional funds as may be required to meet fully the amount to become due and payable and, if necessary, levy for such purpose an ad valorem property tax on all real property in the City subject to taxation without limitation as to rate or amount. Included in the Accountant's Report is a statement that such cash and Escrowed Obligations are sufficient to comply with the requirements set forth in paragraph 4. 6. No Repeal of Refunding Resolution. The City will not repeal, revoke or amend the resolution calling the Noncallable Prior Bonds for payment on December 1, 2010, through and including December 1, 2015, or for the prepayment of the Callable Prior Bonds on the redemption date of December 1, 2015, in accordance with the Notice of Call for Redemption attached hereto as Exhibit A. 7. Notice of Call for Redemption. The Escrow Agent shall cause the Notice of Call for Redemption attached hereto as Exhibit A to be given to the paying agent for the Callable Prior Bonds (if other than the Escrow Agent), by first class mail (postage prepaid) not more than sixty and not less than forty-five days before the redemption date and therefor to the registered owner of each Callable Prior Bond at the address shown on the registration books kept by the 3 2724457VI registrar for the Refunded Bonds; failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceedings for the redemption of the Refunded Bonds. 8. Title to Moneys,• Trust; Remission of Remaining Moneys. It is recognized that title to the Escrowed Obligations and money held in the Escrow Account from time to time shall remain vested in the City and the EDA, as their interests may appear, but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Escrow Agent shall hold all such money and obligations in a special trust fund and account (herein the "Escrow Account") separate and wholly segregated from all other funds and securities of the Escrow Agent or deposited with the Escrow Agent, and shall never commingle such money or securities with other money or securities, provided that nothing herein contained shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part thereof, received for the Escrow Account, on hand, but moneys of an equal amount, except to the extent such are investments permitted under this Escrow Agreement, shall always be maintained on hand as funds held by the Escrow Agent as trustee, belonging to the City, and a special account thereof evidencing such fact shall at all times be maintained on the books of the Escrow Agent, together with such investments. In the event of the Escrow Agent's failure to account for any money or obligations held by it in the Escrow Account, such money and obligations shall be and remain the property of the City and the EDA, as their interests may appear, and if for any reason such money or obligations cannot be identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount thereof and the City and the EDA, as their interests may appear, shall be entitled to a preferred claim upon such assets. All moneys remaining in the Escrow Account after payment therefrom of all sums required to be paid under this Agreement shall be promptly remitted to the City. 9. Sale and/or Reinvestment. The Escrow Agent may sell and/or reinvest all or a part of the Escrowed Obligations, or the proceeds thereof in direct, non -callable United States obligations or obligations unconditionally guaranteed by the United States government, or any governmental bond which bears the highest or next highest rating of Moody's Investor's Services, Standard and Poor's Corporation, or a similarly nationally recognized rating agency, if and only if (a) such sales and/or reinvestment is approved by the City and otherwise permitted by the laws of Minnesota; (b) an opinion of a certified public accounting firm is first obtained to the effect that such sale and/or reinvestment will not prevent the Escrow Agent from making all of the payments to the paying agent for the Refunded Bonds as required in paragraph 5; and (c) an opinion of nationally recognized bond counsel or tax counsel recognized as having an expertise in the area of tax exempt bonds is first obtained to the effect that such sale and/or reinvestment will not cause the interest on the Refunded Bonds to become includable in the gross income of the owners thereof for federal income tax purposes. Any excess funds created in the Escrow Account as a result of such sale and/or reinvestment (i.e., funds not required to pay when due principal of and interest on, the Refunded Bonds, as shown on the certified public accountants' opinion required in subsection 9(b)) shall be withdrawn from the Escrow Account and paid by the Escrow Agent to the City, free of any lien of this Escrow Agreement, within ten business days of receipt of the City's written request to withdraw such excess funds. n 2724457v1 10. Annual Statement. For as long as any of the Refunded Bonds are outstanding, in January of each year until termination of this Escrow Agreement, commencing January 2011, the Escrow Agent shall render a statement for the preceding year to the City, which statement shall set forth the cash on hand and Escrowed Obligations which have matured and the amounts received by the Escrow Agent by reason of such maturity, the interest earned on any of such Escrowed Obligations, a list of any investments or reinvestments made by the Escrow Agent in other Escrowed Obligations and the interest and/or principal derived therefrom, the amounts of cash paid for the interest, principal and premium, if any, on the Refunded Bonds as said payments became due and payable, and any other transactions of the Escrow Agent pertaining to its duties and obligations as set forth herein. 11. Trust, Safekeeping. All Escrowed Obligations, moneys and investment income deposited with or received by the Escrow Agent pursuant to this Escrow Agreement shall be subject to the trust created by this Escrow Agreement, and the Escrow Agent shall be liable for the preservation and safekeeping thereof, provided, however, that it shall not be responsible for any depreciation in value of any of the Escrowed Obligations or for the reinvestment of the same except as herein provided. 12. Duties, Obligations and Liabilities. The duties and obligations of the Escrow Agent shall be as prescribed by the provisions of this Escrow Agreement, and the Escrow Agent shall not be liable hereunder except for failure to perform its duties and obligations as specifically set forth herein or to act in good faith in the performance thereof, and no implied duties or obligations shall be incurred by the Escrow Agent other than those specified herein. The Escrow Agent may consult with counsel of its choice, and except as provided in paragraph 9, the opinion of such counsel shall be full and complete authorization and protection with respect to any action taken or not taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 13. Resignation, Successor. The Escrow Agent may at any time resign and be discharged of its obligations hereunder by giving to the Clerk of the City written notice of such resignation and by refunding to the City a pro rata portion of the escrow fee set forth in paragraph 3, not less than sixty days before the date when the same is to take effect. Such resignation shall take effect upon the appointment and qualification of a successor agent. In the event of receipt of notice of such resignation, a successor shall promptly be appointed by the City, and the Clerk of the City shall immediately give written notice thereof to the predecessor agent. If in a proper case no appointment of a successor agent is made within forty-five days after the receipt by the City of notice of such resignation, the Escrow Agent or the Holders of a majority in aggregate principal amount of the Refunded Bonds, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorney in fact duly authorized, may appoint a successor Escrow Agent. Any successor agent appointed hereunder shall execute, acknowledge and deliver to its predecessor agent and to the Clerk of the City a written acceptance of such appointment, and shall thereupon without any further act, deed or conveyance become fully vested with all moneys, properties, duties and obligations of its predecessor, but the predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or other property held by it to the successor agent, shall execute, acknowledge and deliver such instruments of conveyance and do such other things as may reasonably be required to vest and confirm more fully and certainly in the successor agent all right, title and interest in and to the 5 2724457VI property held by it hereunder. Any bank into which the Escrow Agent may be merged or with which it may be consolidated or any bank resulting from any merger or consolidation to which it shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate trust business shall, if the City approves, be the successor agent without the execution of any document or the performance of any further act. 14. Successors and Assigns; Beneficiaries. This Escrow Agreement shall be irrevocable and binding upon and shall inure to the benefit of the City, the EDA and the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders at any time of the Refunded Bonds. Said third party beneficiaries shall be entitled to enforce performance and observance by the City, the EDA and the Escrow Agent of the respective agreements and covenants herein contained as fully and completely as if said third party beneficiaries were parties hereto. 15. Supplemental Agreements. For any one or more of the following purposes, the City, the EDA and Escrow Agent may enter into any supplemental agreements to this Escrow Agreement as shall not adversely affect the rights of the holder or holders of the Refunded Bonds and as shall not be inconsistent with the terms and provisions of this Escrow Agreement, without the consent of or notice to the holder or holders of the Refunded Bonds: (a) To cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) To grant to, or confer upon, the Escrow Agent for the benefit of the holder or holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holder or holders; and (c) To provide additional funds, securities or properties under this Escrow Agreement. 16. Consent Otherwise to Amendments. Except as expressly provided in paragraph 14, this Escrow Agreement may not be repealed, revoked, altered or amended without the unanimous written consent of the City, the EDA and the holder or holders of the Refunded Bonds, and the written consent of the Escrow Agent. 17. Headings. Headings in this Escrow Agreement are for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. T 2724457v1 IN WITNESS WHEREOF, the City, the EDA and Escrow Agent have caused this Escrow Agreement to be executed in their respective names, and have caused this Escrow Agreement to be dated as of the date above first written. CITY OF OTSEGO, MINNESOTA By Its Mayor By Its Clerk 27244570 ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF OTSEGO, MINNESOTA By Its President 10 Its Executive Director 272aas7vl NORTHLAND TRUST SERVICES, INC. :A 2724457VI Its Chief Operating Officer/Cashier EXHIBIT A NOTICE OF CALL FOR REDEMPTION ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF OTSEGO, MINNESOTA PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A (CITY OF OTSEGO, MINNESOTA LEASE WITH OPTION TO PURCHASE PROJECT) NOTICE IS HEREBY GIVEN that by order of the Board of Commissioners of the Economic Development Authority of the City of Otsego, Minnesota, there have been called for redemption and prepayment on December 1, 2015 those outstanding bonds of the EDA designated as Public Facility Lease Revenue Bonds, Series 2007A (City of Otsego, Minnesota Lease With Option to Purchase Project), dated March 1, 2007, having stated maturity dates on December 1 in the years 2016 through 2018, totaling $1,775,000 in principal amount and having CUSIP numbers listed below: Year CUSIP Number* 2016 689151 AH1 2017 689151 AJ7 2018 689151 AK4 The bonds are being called at a price of par plus accrued interest to December 1, 2015, on which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their Bonds for payment at Northland Trust Services, Inc., 45 South Seventh Street, Suite 2000, Minneapolis, Minnesota 55402. Dated: October 25, 2010. BY ORDER OF THE BOARD OF COMMISSIONERS /s/ Executive Director *The EDA shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the notice. They are included solely for the convenience of the holders. A-1 2724457vl EXHIBIT B ISSUANCE EXPENSES anaas7vi EXHIBIT C ACKNOWLEDGMENT The undersigned, being duly authorized to execute this acknowledgment on behalf of Northland Trust Services, Inc. (the "Escrow Agent"), as Escrow Agent, hereby acknowledges that the City of Otsego, Minnesota (the "City"), has this date irrevocably deposited with the Escrow Agent in trust for the security of the holders and owners of the Public Facility Lease Revenue Bonds, Series 2007A (City of Otsego, Minnesota Lease With Option to Purchase Project) of the Economic Development Authority of the City of Otsego, Minnesota (the 'BDA"), dated March 1, 2007, as the date of original issue, that certain Escrow Deposit required to be deposited with the Escrow Agent at the Bond Closing in accordance with the Escrow Agreement, dated November 1, 2010, by and between the Escrow Agent, the EDA and the City; and the City has in addition deposited $ to pay the Issuance Expenses set forth on Exhibit B to the Escrow Agreement. Dated: November 18, 2010. C-1 2724457v1 NORTHLAND TRUST SERVICES, INC. LIM Its Chief Operating Officer/Cashier EXHIBIT D ACCOUNTANT'S REPORT [to be supplied by Grant Thornton LLP] D-1 z7aaas7vi ITEM 6_7B EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF OTSEGO, MINNESOTA HELD: October 25, 2010 Pursuant to due call, a regular or special meeting of the City Council of the City of Otsego, Wright County, Minnesota, was duly held at the City Hall on October 25, 2010, at 6:30 o'clock P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of $22,305,000 General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION NO. 201041 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $22,305,000 GENERAL OBLIGATION WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2010C AND PLEDGING NET REVENUES FOR THE PAYMENT THEREOF A. WHEREAS, the City of Otsego, Minnesota (the "City"), by resolution duly adopted on: 1. May 27, 2003 (the "Prior 2003 Resolution"), authorized the issuance and sale of $11,370,000 original principal amount of General Obligation Water and Sewer Revenue Bonds, Series 2003B, dated June 1, 2003 (the "Prior 2003 Bonds"); and 2. April 25, 2005 (the "Prior 2005 Resolution"), authorized the issuance and sale of $10,855,000 original principal amount of General Obligation Sewer Revenue Bonds, Series 2005A, dated May 1, 2005 (the "Prior 2005 Bonds"); and 3. August 28, 2006 (the "Prior 2006 Resolution"), authorized the issuance and sale of $8,875,000 original principal amount of General Obligation Water and Sewer Revenue Bonds, Series 2006A, dated September 1, 2006 (the "Prior 2006 Bonds" and, together with the Prior 2003 Bonds and the Prior 2005 Bonds, the "Prior Bonds"); and 4. November 9, 2009 (the "Prior 2009 Resolution" and, together with the Prior 2003 Resolution, the Prior 2005 Resolution, and the Prior 2006 Resolution, the "Prior Resolutions"), the City provided for the payment of (i) $1,415,000 aggregate principal amount of the Prior 2003 Bonds which matured or would have matured on December 1, 2009, through and including December 1, 2011, on said dates and further provided that the City continue to be responsible for payment of $7,860,000 aggregate principal amount of the Prior 2003 Bonds which matures on December 1, 2012 through 2023, inclusive, on said dates; (ii) $2,255,000 aggregate principal amount of the Prior 2005 Bonds which matured or would have matured on December 1, 2009, through and including December 1, 2013, on said dates and further provided that the City 27582720 continue to be responsible for payment of $6,680,000 aggregate principal amount of the Prior 2005 Bonds which matures on December 1, 2014 through 2024, inclusive, on said dates; and (iii) $1,715,000 aggregate principal amount of the Prior 2006 Bonds which matured or would have matured on December 1, 2009, through and including December 1, 2013, on said dates and further provided that the City continue to be responsible for payment of $6,660,000 aggregate principal amount of the Prior 2006 Bonds which matures on December 1, 2014 through 2026, inclusive, on said dates; and was necessary and desirable to restructure the debt service cost to the City and because the revenues pledged by the Prior Resolutions for repayment of the Prior Bonds were insufficient to pay all principal and interest due or about to become due on the Prior Bonds; and B. WHEREAS, due to the fact the revenues pledged by the Prior Resolutions for repayment of the Prior Bonds continue to be insufficient to pay all principal and interest due or about to become due on the Prior Bonds, the City Council deems it desirable and in the best interest of the City to issue $22,305,000 General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C (the 'Bonds"), pursuant to Minnesota Statutes, Chapter 475.67, subdivision 13, to provide funds for crossover refundings: (i) on December 1, 2011 (the "2011 Crossover Date"), at a price of par plus accrued interest, of $7,860,000 aggregate principal amount of the Prior 2003 Bonds which mature on December 1, 2012 through 2023, inclusive (the "Refunded 2003 Bonds"), in accordance with the Prior 2003 Resolution; (ii) on the 2011 Crossover Date, at a price of par plus accrued interest, of $6,860,000 aggregate principal amount of the Prior 2005 Bonds which mature on December 1, 2014 through 2024, inclusive (the "Refunded 2005 Bonds"), in accordance with the Prior 2005 Resolution; and (iii) on December 1, 2012 (the "2012 Crossover Date" and, together with the 2011 Crossover Date, the "Crossover Dates"), at a price of par plus accrued interest, of $6,660,000 aggregate principal amount of the Prior 2006 Bonds which mature on December 1, 2014 through 2026, inclusive (the "Refunded 2006 Bonds" and, together with the Refunded 2003 Bonds and the Refunded 2005 Bonds, the "Refunded Bonds"); and C. WHEREAS, the refunding of the Refunded Bonds is consistent with the covenants made with the holders of the Prior Bonds pursuant to the Prior Resolutions; and D. WHEREAS, the City owns and operates a municipal water system and a municipal sewer system as a combined revenue producing public utility (the "System") and the only outstanding bonds that are payable from the net revenues of the System are the Prior Bonds; and E. WHEREAS, pursuant to the provisions of Minnesota Statues, Section 475.60, Subdivision 2(5), the public sale requirements do not apply to the Bonds and the City is authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and F. WHEREAS, it is in the best interests of the City that the Bonds be issued in book - entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Otsego, Minnesota, as follows: 2 275a272v1 1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth and to pay therefor the sum of $ , plus accrued interest to the settlement date, is hereby accepted and the acting Administrator and Finance Director are hereby authorized and directed to execute a contract with the Purchaser on behalf of the City. 2. Bond Terms. (a) Original Issue Date Denominations• Maturities• Term Bond Option. The Bonds shall be dated November 1, 2010, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall mature on December 1 in the years and amounts as follows: Year Amount Year Amount 2016 $2,180,000 2022 $2,580,000 2017 2,230,000 2023 2,680,000 2018 2,290,000 2024 1,585,000 2019 2,350,000 2025 730,000 2020 2,425,000 2026 755,000 2021 2,500,000 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial k] 2758272v1 institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder and the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book - entry form shall be limited in principal amount to Authorized Denominations and shall be 4 2758272VI effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (c) Termination of Book -Entry Only System. Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of paragraph 10. W 2758272x1 (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. Purpose; Refunding Findings. The Bonds shall provide funds to finance the Refunding. It is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67 and, as a result of the Refunding, the average life of the maturities is extended by at least three years. 4. Interest. The Bonds shall bear interest payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 2011, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate 2016 2017 2018 2019 2020 2021 Maturitx Year Interest Rate 2022 2023 2024 2025 2026 5. Redemption. All Bonds maturing on December 1, 2021 and thereafter, shall be subject to redemption and prepayment at the option of the City on December 1, 2020, and on 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 the 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. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds at least thirty days prior to the date fixed for redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the holder thereof or the Holder's attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond 0 2758272VI Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Prior to the date on which any Bond or Bonds are directed by the City to be redeemed in advance of maturity, the City will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The onds to however, redeemed shall be the Bonds to which were assigned numbers so selected; provided, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. Northland Trust Services, Inc., in Minneapolis, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12. 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: VA 2758272v1 UNITED STATES OF AMERICA STATE OF MINNESOTA WRIGHT COUNTY CITY OF OTSEGO R- $ GENERAL OBLIGATION WATER AND SEWER REVENUE REFUNDING BOND, SERIES 2010C Interest Rate Maturity Date Date of Origginal Issue CUSIP December 1, November 1, 2010 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The City of Otsego, Wright County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for prepayment, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 2011, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of Northland Trust Services, Inc., in Minneapolis, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or 'Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution. Until termination of the book -entry only system 8 2758272VI pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. Optional Redemption. The Bonds of this issue (the "Bonds") maturing on December 1, 2021 and thereafter, are subject to redemption and prepayment at the option of the Issuer on December 1, 2020, and on 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 the 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. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds at least thirty days prior to the date fixed for redemption. Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. Selection of Bonds for Redemption.• Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance• Purpose• General Obli ag tion. This Bond is one of an issue in the total principal amount of $22,305,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, redemption provision and denomination, issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on October 25, 2010 (the "Resolution"), for the purpose of providing money for a crossover refunding of certain outstanding general obligation bonds of the Issuer. This Bond is 0 2758272VI payable out of the Escrow Account and the General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations,• Exchange; Resolution. The Bonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tax -Exempt Obligations. The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, that the Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect 10 27ss272v1 charges for the service, use and availability of and connection to its municipal water system and its municipal sewer system (the "System") at the times and in amounts necessary to produce net revenues adequate, together with all other sources to pay all principal and interest when due on the Bonds; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to pay the principal and interest on the Bonds as they respectively become due, if the net revenues from the System, and any other sums irrevocably appropriated to the Debt Service Account are insufficient therefor and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Otsego, Wright County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. NORTHLAND TRUST SERVICES, INC. Minneapolis, Minnesota Bond Registrar Authorized Signature 2758272x1 Registrable by: NORTHLAND TRUST SERVICES, INC. Payable at: NORTHLAND TRUST SERVICES, INC. CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA /s/ Facsimile Mayor /s/ Facsimile Clerk 11 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Minor) Uniform Transfers to Minors Act (Cust) under the (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad -15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 12 2758272VI PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: AUTHORIZED SIGNATURE DATE AMOUNT OF HOLDER 13 2758272x1 8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate seal has been omitted. In the event of disability or resignation or other absence of either officer, the Bonds may be signed by the manual or facsimile signature of the officer who may act on behalf of the absent or disabled officer. In case either officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of November 1, 2010. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration,• Transfer: Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. 14 27582720 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or the Holder's attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Clerk is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment• Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery_ Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Clerk to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Funds and Accounts. There is hereby created a special fund to be designated the "General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C Fund" (the "Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. 15 zn&272v1 The Fund shall be maintained in the manner herein specified until all of the Bonds shall have been fully paid. The Operation and Maintenance Accounts heretofore established by the City under the Prior Resolutions for the operation of the System shall continue to be maintained in the manner heretofore provided by the City. All moneys remaining after paying or providing for the items set forth in the resolution establishing the Operation and Maintenance Accounts shall constitute and are referred to as "net revenues" until the Bonds have been paid. There shall be maintained in the Fund the following separate accounts to which shall be credited and debited all net revenues of the System as hereinafter set forth. The Finance Director and all officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the System in accordance with this resolution. In such records there shall be established and maintained accounts of the Fund for the purposes as follows: (a) Escrow Account. The Escrow Account shall be maintained as an escrow account with Northland Trust Services, Inc. (the "Escrow Agent") in Minneapolis, Minnesota, which is a suitable financial institution within or without the State. $__ in proceeds of the sale of the Bonds shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds less proceeds used to pay costs of issuance and any proceeds returned to the City are hereby irrevocably pledged and appropriated to the Escrow Account, together with all investment earnings thereon. The Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, (i) to pay when due the interest to accrue on the Bonds to and including the Crossover Dates; and (ii) to pay when called for redemption on Crossover Dates, the principal amount of the Prior Bonds. The Escrow Account shall be irrevocable appropriated to the payment of (i) all interest on the Bonds to and including Crossover Dates; and (ii) the principal of the Prior Bonds due by reason of their call for redemption on Crossover Dates. The moneys in the Escrow Account shall be used solely Escrow for the purposes herein set forth and for no other purpose, except that any surplus Account may be remitted to the City, all in accordance with an agreement (the "Escrow Agreement") by and between the City and Escrow Agent, a form of which agreement is on file in the office of the Clerk. Any moneys remitted to the City pursuant to the Escrow Agreement shall be deposited in the Debt Service Account. (b) Debt Service Account. To the Debt Service Account there is hereby pledged and irrevocably appropriated and there shall be credited: (i) after the Crossover Dates, the net revenues of the System not otherwise pledged and applied to the payment of other obligations of the City, in an amount, together with other funds which may herein or hereafter from time to time be irrevocably appropriated to the account sufficient to meet the requirements of Minnesota Statutes, Section 475.61 for the payment of the principal and interest of the Bonds; (ii) all collections of all taxes which may be levied for the payment of the Bonds and interest thereon; (iii) any sums remitted to the City pursuant to the Escrow Agreement; (iv) any funds remaining after Crossover Dates in the Debt Service Accounts established by the Prior Resolutions for the Prior Bonds after the same have been paid and all othermoneys�which are properl investment ly availabgs on le and ds in the Debt Service Account; and (vi) any are appropriated by the governing body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid shall be used consistent with the Minnesota Statutes, Section 475.61, Subdivision 4. 16 27582nv1 The moneys in the Debt Service Account shall be used solely to pay the principal of and interest on the Bonds or any other bonds hereafter issued and made payable from the Fund. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Fund (or any other City account which will be used to pay principal and interest to become due on the Bonds) in excess of amounts which under the applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested in excess of the applicable yield restrictions imposed by the arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). 16. Coverage Test,• Pledge of Net Revenues and Excess Net Revenues. It is hereby found, determined and declared that the net revenues of the System are sufficient in amount to pay when due the principal of and interest on the Bonds and a sum at least five percent in excess thereof, and the net revenues of the System are hereby pledged for the payment of the Bonds and shall be applied for that purpose, but solely to the extent required to meet the principal and interest requirements of the Bonds as the same become due. As used herein the term net revenues means the gross revenues derived by the City from the operation of the System, including all charges for service, use, availability, and connection to the System, and all monies received from the sale of any facilities or equipment of the System or any by-products thereof, less all normal, reasonable, or current costs of owning, operating, and maintaining the System. Excess net revenues of the System in excess of those required for the foregoing may be used for any proper purpose. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the net revenues of the System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that the estimated net revenues of the System will be sufficient, in addition to all other sources, for the payment of the Bonds and such additional obligations and any such pledge and appropriation of the net revenues may be made superior or subordinate to, or on a parity with the pledge and appropriation herein. 17. Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes, Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will impose and collect charges for the service, use, availability and connection to the System at the times and in the amounts required to produce net revenues, together with the ad valorem taxes herein levied adequate to pay all principal and interest when due on the Bonds. Minnesota Statutes, Section 444.075, Subdivision 2, provides as follows: "Real estate tax revenues should be used only, and then on a temporary basis, to pay general or special obligations when the other revenues are insufficient to meet the obligations. 17 2758272vl 18. Excess Net Revenues. Net revenues of the System in excess of those required for the foregoing may be used for any proper purpose. 19. Additional Revenue Bonds. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the net revenues of the System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that the estimated net revenues of the System will be sufficient in addition to all other sources, for the payment of the Bonds and such additional obligations and any such pledge and appropriation of the net revenues may be made superior or subordinate to, or on a parity with the pledge and appropriation herein. 20. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bonds as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Escrow Account or Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City which are available for such purpose, and such other funds may be reimbursed without interest from the Escrow Account or Debt Service Account when a sufficient balance is available therein. 21. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered Holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity. 22. Certificate of Registration. A certified copy of this resolution shall be filed in the office of the County Auditor of Wright County, Minnesota, together with such other information as the County Auditor shall require and the County Auditor shall issue a certificate that the Bonds have been entered in the County Auditor's Bond Register. 23. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: 18 27ss272v1 (a) Provide or cause to be provided to the Municipal Securities Rulemaking Board (the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided, in a timely manner to the MSRB notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner to the MSRB notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and City Clerk, or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 24. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 25. Official Statement. The Official Statement relating to the Bonds prepared and distributed by the Purchaser is hereby approved and the officers of the City are authorized in connection with the delivery of the Bonds to sign such certificates as may be necessary with respect to the completeness and accuracy of the Official Statement. 26. Negative Covenant as to Use of Proceeds and Projects. The City hereby covenants not to use the proceeds of the Bonds or to use the projects financed by the Prior Bonds, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the projects, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 27. Tax-Exemtt Status of the Bonds; Rebate. The City is subject to the rebate requirement imposed by Section 148(f) of the Code by reason of issuing (together with all subordinate entities thereof, and all entities treated as one issuer with the City) more than 19 2758272VI $5,000,000 of tax-exempt governmental obligations during this calendar year as provided in Section 148(f)(4)(D) of the Code and Section 1.148-8 of the Regulations. 28. Desi nation as Qualified Tax -Exempt Obligations. In ordereto qualify the Bonds as qualified tax-exempt obligations" within the meaning of Section 265 b 3 of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2010 will not exceed $30,000,000; (e) not more than $30,000,000 of obligations issued by the City during this calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $30,000,000. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 29. Escrow Aereement. On or prior to the delivery of the Bonds the Mayor and Clerk shall, and are hereby authorized and directed to, execute on behalf of the City the Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of this resolution and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 30. Securities• Escrow Agent. Securities purchased from moneys in the Escrow Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amendments or supplements thereto. Securities purchased from the Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City has investigated the facts and hereby finds and determines that the Escrow Agent is a suitable financial institution to act as escrow agent. 31. Redemption of Refunded Bonds. The Refunded Bonds shall be redeemed and prepaid in accordance with the terms and conditions set forth in the Notices of Call for Redemption substantially in the forms attached to the Escrow Agreement, which terms and conditions are hereby approved and incorporated herein by reference. The Notices of Call for Redemption shall be given pursuant to the Escrow Agreement. Failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceedings for the redemption of the Refunded Bonds. 20 2758272VI 32. Purchase of SLGS or Open Market Securities. The Escrow Agent, as agent for the City, is hereby authorized and directed to purchase on behalf of the City and in its name the appropriate United States Treasury Securities, State and Local Government Series, and/or open market securities from the proceeds of the Bonds and, to the extent necessary, other available funds, all in accordance with the provisions of this resolution and the Escrow Agreement and to execute all such documents (including the appropriate subscription form) required to effect such purchase in accordance with the applicable U.S. Treasury Regulations. 33. Prior Bonds. Security. Until retirement of the Prior Bonds, all provisions theretofore made for the security thereof shall be observed by the City and all of its officers and agents. 34. Supplemental Resolution. The Prior Resolutions are hereby supplemented to the extent necessary to give effect to the provisions hereof. 35. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 36. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared duly passed and adopted. 21 2758272VI 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 providing for the issuance and sale of $22,305,000 General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C. WITNESS my hand on October 25, 2010. Clerk 22 a7ssa7zvi ESCROW AGREEMENT GENERAL OBLIGATION WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2010C AND GENERAL OBLIGATION WATER AND SEWER REVENUE BONDS, SERIES 2003B AND GENERAL OBLIGATION SEWER REVENUE BONDS, SERIES 2005A AND GENERAL OBLIGATION WATER AND SEWER REVENUE BONDS, SERIES 2006A CITY OF OTSEGO, MINNESOTA THIS ESCROW AGREEMENT made as of November 1, 2010, by and between Northland Trust Services, Inc., in Minneapolis, Minnesota (the "Escrow Agent"), and the City of Otsego, Wright County, Minnesota (the "City"), WITNESSETH THAT: A. WHEREAS, pursuant to a resolution adopted on May 27, 2003, the City has heretofore issued, and now has outstanding $7,860,000 principal amount of General Obligation Water and Sewer Revenue Bonds, Series 2003B, dated June 1, 2003 (the "Outstanding Prior 2003 Bonds"), payable on December 1 in the years and amounts as follows: Outstanding Prior 2003 Bonds Year Amount Year Amount 2012 $505,000 2017 $ 630,000 2013 530,000 2020 2,075,000 2014 550,000 2021 760,000 2015 575,000 2022 795,000 2016 600,000 2023 840,000 The Outstanding Prior 2003 Bonds maturing or subject to mandatory redemption on and after December 1, 2012, in the principal amount of $7,860,000, may be redeemed and prepaid on December 1, 2011, and on any date thereafter, at par plus accrued interest; and B. WHEREAS, pursuant to a resolution adopted on April 25, 2005, the City has heretofore issued, and now has outstanding $6,860,000 principal amount of General Obligation Sewer Revenue Bonds, Series 2005A, dated May 1, 2005 (the "Outstanding Prior 2005 Bonds"), payable on December 1 in the years and amounts as follows: 2758272x1 Outstanding Prior 2005 Bonds Year Amount Year Amount 2014 $ 505,000 2020 $645,000 2016 1,070,000 2021 670,000 2017 565,000 2022 700,000 2018 590,000 2023 735,000 2019 615,000 2024 765,000 The Outstanding Prior 2005 Bonds maturing or subject to mandatory redemption on and after December 1, 2014, in the principal amount of $6,860,000, may be redeemed and prepaid on December 1, 2011, and on any date thereafter, at par plus accrued interest; and C. WHEREAS, pursuant to a resolution adopted on August 28, 2006, the City has heretofore issued, and now has outstanding $6,660,000 principal amount of General Obligation Water and Sewer Revenue Bonds, Series 2006A, dated September 1, 2006 (the "Outstanding Prior 2006 Bonds"), payable on December 1 in the years and amounts as follows: Outstanding_ Prior 2006 Bonds Year Amount Year Amount 2014 $385,000 2019 $ 480,000 2015 405,000 2020 505,000 2016 420,000 2021 530,000 2017 435,000 2023 1,135,000 2018 460,000 2026 1,905,000 The Outstanding Prior 2006 Bonds maturing or subject to mandatory redemption on and after December 1, 2014, in the principal amount of $6,660,000, may be redeemed and prepaid on December 1, 2012, and on any date thereafter, at par plus accrued interest; and D. WHEREAS, by the terms of a resolution adopted on October 25, 2010 (the "Refunding Resolution"), the City has called for the redemption and prepayment on December 1, 2011 (the "2011 Crossover Date"), $7,860,000 in principal amount of the Outstanding Prior 2003 Bonds maturing or subject to mandatory redemption on and after December 1, 2012 (the "Refunded 2003 Bonds") pursuant to a Notice of Call for Redemption attached hereto as Exhibit A; and E. WHEREAS, by the terms of the Refunding Resolution the City has called for the redemption and prepayment on the 2011 Crossover Date, $6,860,000 in principal amount of the Outstanding Prior 2005 Bonds maturing or subject to mandatory redemption on and after December 1, 2014 (the "Refunded 2005 Bonds") pursuant to a Notice of Call for Redemption attached hereto as Exhibit B; and 0) 2758272v1 F. WHEREAS, by the terms of the Refunding Resolution the City has called for the redemption and prepayment on December 1, 2012 (the "2012 Crossover Date" and, together with the 2011 Crossover Date, the "Crossover Dates"), $6,660,000 in principal amount of the Outstanding Prior 2006 Bonds maturing or subject to mandatory redemption on and after December 1, 2014 (the "Refunded 2006 Bonds" and, together with the Refunded 2003 Bonds and the Refunded 2005 Bonds, the "Refunded Bonds") pursuant to a Notice of Call for Redemption attached hereto as Exhibit C; and G. WHEREAS, to provide for (i) the refunding of the Refunded Bonds by the payment of the principal only thereof on the Crossover Dates and (ii) the payment of interest due on the Refunding Bonds defined below through and including the Crossover Dates, all in accordance with Minnesota Statutes, Section 475.67, including but not limited to Subdivision 13 thereof, the City has pursuant to the Refunding Resolution authorized the issuance of $22,305,000 General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C, dated November 1, 2010, as the date of original issue (the "Refunding Bonds"); and H. WHEREAS, under the terms of the Refunding Resolution $ of Refunding Bonds proceeds and $ of other available Issuer funds (the "Escrow Account") shall be held and invested in accordance with the terms and conditions of this Escrow Agreement as follows: $ shall simultaneously be invested in securities (the "Initial Escrowed Obligations") as described in the report of Grant Thornton LLP, dated November 1, 2010, attached hereto as Exhibit F (the "Accountant's Report"), which Initial Escrowed Obligations, together with the balance of cash in the amount of $ , shall be used to refund the Refunded Bonds (by payment of the principal only thereof on the Crossover Dates) and to pay interest on the Refunding Bonds through the Crossover Dates. The Initial Escrowed Obligations (or evidence of the investment therein and constructive receipt thereof) and cash are herein called the "Escrow Deposit", provided that the term "Escrow Deposit" may include due bills reflecting Escrowed Obligations not received by the delivery of and payment for the Refunding Bonds (the "Bond Closing") so long as such due bills are secured by the deposit of comparable securities identified as "Substitute Securities" in the Accountant's Report, or by a cashier's check in an amount equal to either the principal and interest due on the Escrowed Obligations so due or any deficiency in principal or interest due on the Substitute Securities (the Initial Escrowed Obligations, said Substitute Securities and any other investments made hereunder, are referred to collectively as the "Escrowed Obligations"); and I. WHEREAS, it is desirable and appropriate that $ of Refunding Bond proceeds and $ of available City funds to be used to pay issuance expenses be paid by the Escrow Agent for disbursement in accordance with the schedule of disbursements (the "Issuance Expenses") set forth in Exhibit D attached hereto and incorporated herein by reference; and NOW, THEREFORE, in consideration of the premises and of the respective agreements on the part of the Escrow Agent and City herein contained, the parties hereto hereby agree as follows: 1. Deposits. The City agrees upon delivery of and payment for the Refunding Bonds at the Bond Closing to forthwith irrevocably deposit with the Escrow Agent the Escrow Deposit, 3 27sa272v1 as an appropriation of the Escrowed Obligations and all payments of principal and interest thereon, in trust with the Escrow Agent for the security of the holders and owners of the Refunded Bonds and Refunding Bonds. The City further agrees upon the Bond Closing to deposit with the Escrow Agent $ in Refunding Bond proceeds and $ in available City funds and the City authorizes the Escrow Agent (and the Escrow Agent agrees) to disburse the moneys to pay Issuance Expenses. The City further authorizes the Escrow Agent to disburse $ in Refunding Bond proceeds received on Bond Closing and any other residual funds in the Escrow Account to the City for deposit in the Debt Service Account. 2. Acknowledgment of Deposit. Receipt of the Escrow Deposit and Refunding Bonds proceeds to pay Issuance Expenses shall be acknowledged on behalf of the Escrow Agent at the Bond Closing by execution of an Acknowledgment in the form attached hereto as Exhibit E by a duly authorized officer of the Escrow Agent. 3. Compensation; Waiver of Lien. The Escrow Agent hereby acknowledges receipt of the sum of $1,500.00 as and for its full compensation for services to be performed by it as agent under this Agreement. There will be no future billings for services rendered by the Escrow Agent. The Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account. 4. Collection and Remittance; PMment of Principal on Refunded Bonds and Interest on Refunding Bonds.• Substitute Securities. The Escrow Agent will collect all remittances of interest on the Escrowed Obligations in the Escrow Account as and when such interest becomes due and payable. The Escrow Agent will cause such Escrowed Obligations to be presented for payment and converted into cash on their respective maturity or due dates in accordance with the schedule of cash payments included in the Accountant's Report, and will remit from the Escrow Account (a) to the paying agent for the Refunding Bonds, the funds required from time to time for the payment when due, on each interest payment date, on or prior to the Crossover Dates for interest on the Refunding Bonds and (b) to the paying agent for the Refunded Bonds, the funds required for the payment when called for redemption on the Crossover Dates, the principal of the Refunded Bonds. If the delivery of any Escrowed Obligations is secured at the Bond Closing by Substitute Securities and/or a cashier's check as hereinabove provided and delivery of the Initial Escrowed Obligations is not made within thirty days after the Bond Closing, the Escrow Agent shall in accordance with the terms of such security arrangement substitute the Substitute Securities and/or cashier's check for the Initial Escrowed Obligations to assure that such schedule of cash payments can be complied with. 5. Sufficiency of Escrow Deposit; Further Deposits. In reliance upon the Accountant's Report, the City represents, and the Escrow Agent acknowledges, that the Escrow Deposit, if the principal of and interest on the Initial Escrowed Obligations are paid in accordance with their terms, is sufficient to produce cash in such amounts to enable the Escrow Agent to make full and timely payments as provided in paragraph 4. If at any time it shall appear to the Escrow Agent that the money in the Escrow Account allocable for such use hereunder will not be sufficient to make any payment due to the holders of any of the Refunding Bonds or Refunded Bonds, the Escrow Agent shall immediately notify the City. The City thereupon shall forthwith deposit in the Escrow Account from funds on hand and legally available such 4 275s272v1 additional funds as may be required to meet fully the amount to become due and payable and, if necessary, levy for such purpose an ad valorem property tax on all real property in the City subject to taxation without limitation as to rate or amount. Included in the Accountant's Report is a statement that such cash and Escrowed Obligations are sufficient to comply with the requirements set forth in paragraph 4. 6. No Repeal of Refunding Resolution. The City will not repeal, revoke or amend the Refunding Resolution calling the Refunded Bonds for redemption on the Crossover Dates, in accordance with the Notices of Call for Redemption attached hereto as Exhibits A, B and C. 7. Notices of Call for Redemption. The Escrow Agent shall cause the Notices of Call for Redemption attached hereto as Exhibits A, B and C to be given to the paying agents for the Refunded Bonds (if other than the Escrow Agent), by first class mail (postage prepaid) not more than sixty days and not less than thirty days prior to the dates fixed for redemption and therefore to the registered owner of each Refunded Bonds at the address shown on the registration books kept by the registrar for the Refunded Bonds; failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceedings for the redemption of the Refunded Bonds. 8. Title to Moneys,• Trust,• Remission of Remaining Moneys. It is recognized that title to the Escrowed Obligations and money held in the Escrow Account from time to time shall remain vested in the City but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Escrow Agent shall hold all such money and obligations in a special trust fund and account (herein the "Escrow Account") separate and wholly segregated from all other funds and securities of the Escrow Agent or deposited with the Escrow Agent, and shall never commingle such money or securities with other money or securities, provided that nothing herein contained shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part thereof, received for the Escrow Account, on hand, but moneys of an equal amount, except to the extent such are investments permitted under this Escrow Agreement, shall always be maintained on hand as funds held by the Escrow Agent as trustee, belonging to the City, and a special account thereof evidencing such fact shall at all times be maintained on the books of the Escrow Agent, together with such investments. In the event of the Escrow Agent's failure to account for any money or obligations held by it in the Escrow Account, such money and obligations shall be and remain the property of the City, and if for any reason such money or obligations cannot be identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount thereof and the City shall be entitled to a preferred claim upon such assets. All moneys remaining in the Escrow Account after payment therefrom of all sums required to be paid under this Agreement shall be promptly remitted to the City. 9. Sale and/or Reinvestment. The Escrow Agent may sell and/or reinvest all or a part of the Escrowed Obligations, or the proceeds thereof in (a) direct, non -callable United States obligations or obligations unconditionally guaranteed by the United States government, (b) any governmental bond which bears the highest or next highest rating of Moody's Investor's Services, Standard and Poor's Corporation, or a similarly nationally recognized rating agency, or (c) an investment contract with a bank or insurance company meeting the requirements of Minnesota Statutes, Section 118A.05, Subd. 5, if and only if (i) such sales and/or reinvestment is approved 275s272vi by the City and otherwise permitted by the laws of Minnesota; (ii) an opinion of a certified public accounting firm is first obtained to the effect that such sale and/or reinvestment will not prevent the Escrow Agent from making all of the payments to the paying agent for the Refunded Bonds and the paying agent for the Refunding Bonds as required in paragraph 4; and (iii) an opinion of nationally recognized bond counsel or tax counsel recognized as having an expertise in the area of tax exempt bonds is first obtained to the effect that such sale and/or reinvestment will not cause the interest on the Refunded Bonds or Refunding Bonds to become includible in the gross income of the owners thereof for federal income tax purposes. Any excess funds created in the Escrow Fund as a result of such sale and/or reinvestment (i.e. funds not required to pay when due, principal of and interest on the respective series of Refunded Bonds and the interest on the Refunding Bonds, as shown on the certified public accountants' opinion required in subsection 9 (ii)) shall be withdrawn from the Escrow Fund and paid by the Escrow Agent to the City, free of any lien of this Escrow Agreement, within ten business days of receipt of the City's written request to withdraw such excess funds. 10. Annual Statement. For as long as any of the Refunded Bonds are outstanding, in January of each year until termination of this Escrow Agreement, commencing January 1, 2011, the Escrow Agent shall render a statement for the preceding year to the City, which statement shall set forth the cash on hand and Escrowed Obligations which have matured and the amounts received by the Escrow Agent by reason of such maturity, the interest earned on any of such Escrowed Obligations, a list of any investments or reinvestments made by the Escrow Agent in other Escrowed Obligations and the interest and/or principal derived therefrom, the amounts of cash paid for the interest on the Refunding Bonds and principal and premium, if any, on the Refunded Bonds as said payments became due and payable, and any other transactions of the Escrow Agent pertaining to its duties and obligations as set forth herein. 11. Trust; Safekeeping. All Escrowed Obligations, moneys and investment income deposited with or received by the Escrow Agent pursuant to this Escrow Agreement shall be subject to the trust created by this Escrow Agreement, and the Escrow Agent shall be liable for the preservation and safekeeping thereof, provided, however, that it shall not be responsible for any depreciation in value of any of the Escrowed Obligations or for the reinvestment of the same except as herein provided. 12. Duties, Obligations and Liabilities. The duties and obligations of the Escrow Agent shall be as prescribed by the provisions of this Escrow Agreement, and the Escrow Agent shall not be liable hereunder except for failure to perform its duties and obligations as specifically set forth herein or to act in good faith in the performance thereof, and no implied duties or obligations shall be incurred by the Escrow Agent other than those specified herein. The Escrow Agent may consult with counsel of its choice, and except as provided in paragraphs 9 and 10, the opinion of such counsel shall be full and complete authorization and protection with respect to any action taken or not taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 13. Resignation; Successor. The Escrow Agent may at any time resign and be discharged of its obligations hereunder by giving to the Clerk of the City written notice of such resignation and by refunding to the City a pro rata portion of the escrow fee set forth in 6 2758272vl paragraph 3, not less than sixty days before the date when the same is to take effect. Such resignation shall take effect upon the appointment and qualification of a successor agent. In the event of receipt of notice of such resignation, a successor shall promptly be appointed by the City, and the Clerk of the City shall immediately give written notice thereof to the predecessor agent. If in a proper case no appointment of a successor agent is made within forty-five days after the receipt by the City of notice of such resignation, the Escrow Agent or the holders of a majority in aggregate principal amount of the Refunded Bonds, by an instrument or concurrent instruments in writing signed by such holders, or by their attorney in fact duly authorized, may appoint a successor Escrow Agent. Any successor agent appointed hereunder shall execute, acknowledge and deliver to its predecessor agent and to the Clerk of the City a written acceptance of such appointment, and shall thereupon without any further act, deed or conveyance become fully vested with all moneys, properties, duties and obligations of its predecessor, but the predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or other property held by it to the successor agent, shall execute, acknowledge and deliver such instruments of conveyance and do such other things as may reasonably be required to vest and confirm more fully and certainly in the successor agent all right, title and interest in and to the property held by it hereunder. Any bank into which the Escrow Agent may be merged or with which it may be consolidated or any bank resulting from any merger or consolidation to which it shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate trust business shall, if the City approves, be the successor agent without the execution of any document or the performance of any further act. 14. Successors and Assigns,• Beneficiaries. This Escrow Agreement shall be irrevocable and binding upon and shall inure to the benefit of the City and the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders at any time of the Refunded Bonds and the Refunding Bonds. Said third party beneficiaries shall be entitled to enforce performance and observance by the City and the Escrow Agent of the respective agreements and covenants herein contained as fully and completely as if said third party beneficiaries were parties hereto. 15. Supplemental Agreements. For any one or more of the following purposes, the City and Escrow Agent may enter into any supplemental agreements to this Escrow Agreement as shall not adversely affect the rights of the holder or holders of the Refunded Bonds or Refunding Bonds and as shall not be inconsistent with the terms and provisions of this Escrow Agreement, without the consent of or notice to the holder or holders of the Refunded Bonds or Refunding Bonds: (a) To cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) To grant to, or confer upon, the Escrow Agent for the benefit of the holder or holders of the Refunded Bonds or Refunding Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holder or holders; and (c) To provide additional funds, securities or properties under this Escrow Agreement. 7 275s272v1 16. Consent Otherwise to Amendments. Except as expressly provided in paragraph 15, this Escrow Agreement may not be repealed, revoked, altered or amended without the unanimous written consent of the City and the holder or holders of the Refunded Bonds and Refunding Bonds and the written consent of the Escrow Agent. 17. Headings. Headings in this Escrow Agreement are for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 8 IN WITNESS WHEREOF, the City and Escrow Agent have caused this Escrow Agreement to be executed in their respective names and have caused this Escrow Agreement to be dated as of the date above first written. CITY OF OTSEGO, MINNESOTA By Its Mayor By Its Clerk 9 27ss272vl NORTHLAND TRUST SERVICES, INC. Its Chief Operating Officer/Cashier 10 27ss272vl EXHIBIT A NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION WATER AND SEWER REVENUE BONDS, SERIES 2003B CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Otsego, Wright County, Minnesota, there have been called for redemption and prepayment on December 1, 2011 those outstanding bonds of the City designated as General Obligation Water and Sewer Revenue Bonds, Series 2003B, dated June 1, 2003, having stated maturity dates or subject to mandatory redemption in the years 2012 through 2023, and totaling $7,860,000 in principal amount and having CUSIP numbers listed below: Year CUSIP Number* 2012 689146 EKO 2013 689146 EL8 2014 689146 EM6 2015 689146 EN4 2016 689146 EP9 2017 689146 EQ7 2020 689146 ETI 2021 689146 EU8 2022 689146 EV6 2023 689146 EW4 The bonds are being called at a price of par plus accrued interest to December 1, 2011, on which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at U.S. Bank National Association, Attention: Paying Agent Services, 60 Livingston Avenue, St. Paul, Minnesota 55107. Dated: October 25, 2010 BY ORDER OF THE CITY COUNCIL /s/ Tami M. Loff. Clerk *The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the notice. They are included solely for the convenience of the holders. A-1 2758272x1 EXHIBIT B NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION SEWER REVENUE BONDS, SERIES 2005A CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Otsego, Wright County, Minnesota, there have been called for redemption and prepayment on December 1, 2011 those outstanding bonds of the City designated as General Obligation Sewer Revenue Bonds, Series 2005A, dated May 1, 2005, having stated maturity dates or subject to mandatory redemption in the years 2014 through 2024, and totaling $6,860,000 in principal amount and having CUSIP numbers listed below: Year CUSIP Number* 2014 689146 FX1 2016 689146 FZ6 2017 689146 GAO 2018 689146 GB8 2019 689146 GC6 2020 689146 GD4 2021 689146 GE2 2022 689146 GF9 2023 689146 GG7 2024 689146 GH5 The bonds are being called at a price of par plus accrued interest to December 1, 2011, on which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at Northland Trust Services, Inc., Suite 2000, 45 South 7th Street, Minneapolis, MN 55402-1625. Dated: October 25, 2010 BY ORDER OF THE CITY COUNCIL /s/ Tami M. Loll Clerk *The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the notice. They are included solely for the convenience of the holders. 27ss272v1 EXHIBIT C NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION WATER AND SEWER REVENUE BONDS, SERIES 2006A CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Otsego, Wright County, Minnesota, there have been called for redemption and prepayment on December 1, 2012 those outstanding bonds of the City designated as General Obligation Water and Sewer Revenue Bonds, Series 2006A, dated September 1, 2006, having stated maturity dates or subject to mandatory redemption in the years 2014 through 2026, and totaling $6,660,000 in principal amount and having CUSIP numbers listed below: Year CUSIP Number* 2014 689146 HM3 2015 689146 HN1 2016 689146 HP6 2017 689146 HQ4 2018 689146 HR2 2019 689146 HSO 2020 689146 HT8 2021 689146 HU5 2023 689146 HW 1 2026 689146 HZ4 The bonds are being called at a price of par plus accrued interest to December 1, 2012, on which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at Northland Trust Services, Inc., Suite 2000, 45 South 7th Street, Minneapolis, MN 55402-1625. Dated: October 25, 2010 BY ORDER OF THE CITY COUNCIL /s/ Tami M. Loff. Clerk *The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the notice. They are included solely for the convenience of the holders. C-1 27ss272vl EXHIBIT D ISSUANCE EXPENSES D-1 EXHIBIT E ACKNOWLEDGMENT I, being duly authorized to execute this acknowledgment on behalf of Northland Trust Services, Inc., as Escrow Agent, do hereby acknowledge that the City of Otsego, Minnesota (the "City"), has this date irrevocably deposited with the Escrow Agent in trust for the security of the holders and owners of the City's outstanding General Obligation Water and Sewer Revenue Bonds, Series 2003B, dated June 1, 2003, General Obligation Sewer Revenue Bonds, Series 2005A, dated May 1, 2005, General Obligation Water and Sewer Revenue Bonds, Series 2006A, dated September 1, 2006 and General Obligation Water and Sewer Revenue Refunding Bonds, Series 2010C, dated November 1, 2010, that certain Escrow Deposit required to be deposited with the Escrow Agent at the Bond Closing in accordance with the Escrow Agreement, dated November 1, 2010, by and between the Escrow Agent and the City; and the City has in addition deposited $, Agreement. to pay the Issuance Expenses set forth on Exhibit D to the Escrow Dated: November 18, 2010. NORTHLAND TRUST SERVICES, INC. M- E-1 27ss272vl Its Chief Operating Officer/Cashier EXHIBIT F ACCOUNTANT'S REPORT [to be supplied by Grant Thornton LLP] F-1 2758272vl ITEM 6_10 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF OTSEGO, MINNESOTA HELD: October 25, 2010 Pursuant to due call, a regular or special meeting of the City Council of the City of Otsego, Wright County, Minnesota, was duly held at the City Hall on October 25, 2010, at 6:30 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of $1,215,000 General Obligation Improvement Refunding Bonds, Series 2010D. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION NO. 2010-42 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,215,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 2010D, LEVYING A TAX FOR THE PAYMENT THEREOF AND PLEDGING SPECIAL ASSESSMENTS FOR THE SECURITY THEREOF A. WHEREAS, the City of Otsego, Minnesota (the "City"), by resolution duly adopted on August 28, 2006 (the "Prior Resolution"), authorized the issuance and sale of $5,985,000 original principal amount of General Obligation Improvement Bonds, Series 2006B, dated September 1, 2006 (the "Prior Bonds"); and B. WHEREAS, a portion of the proceeds of the Bonds (as defined below) will be used for the payment from the Escrow Account (as defined below) of (i) $260,000 principal amount of the Prior Bonds which matures on February 1, 2011, on said date; (ii) $270,000 principal amount of the Prior Bonds which matures on February 1, 2012, on said date; (iii) $275,000 principal amount of the Prior Bonds which matures on February 1, 2013, on said date; and (iv) $290,000 principal amount of the Prior Bonds which matures on February 1, 2014, on said date (collectively, the "Refunded Bonds"); and the refunding of the Refunded Bonds is consistent with the covenants made with the holders of the Prior Bonds and is necessary and desirable to restructure the debt service cost to the City and because special assessments pledged for payment of the Refunded Bonds are not sufficient to pay all principal and interest due or about to become due thereon; and C. WHEREAS, the City shall continue to be responsible for payment of $4,400,000 aggregate principal amount of the Prior Bonds which matures on February 1, 2015 through 2028, inclusive, on said dates, and such payments are also consistent with the covenants made with the holders of the Prior Bonds; and 278511OVI D. WHEREAS, the City Council has heretofore determined and declared that it is necessary and expedient to issue $1,215,000 General Obligation Improvement Refunding Bonds, Series 201 OD (the 'Bonds" or individually a 'Bond"), pursuant to Minnesota Statutes, Chapter 475, to provide funds for a partial net cash advance refunding on November 18, 2010 (the "Refunding") of the Refunded Bonds in accordance with the Prior Resolution; and E. WHEREAS, the City has retained David Drown Associates, in Minneapolis, Minnesota, as its independent financial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and F. WHEREAS, it is in the best interests of the City that the Bonds be issued in book - entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Otsego, Minnesota, as follows: 1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth and to pay therefor the sum of $ , plus accrued interest to the settlement date, is hereby accepted and the acting Administrator and Finance Director are hereby authorized and directed to execute a contract with the Purchaser on behalf of the City. 2. Bond Terms. (a) Original Issue Date,• Denominations,• Maturities,• Term Bond Option. The Bonds shall be dated November 1, 2010, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2016 $80,000 2023 $ 95,000 2017 80,000 2024 100,000 2018 85,000 2025 100,000 2019 85,000 2026 105,000 2020 85,000 2027 110,000 2021 90,000 2028 110,000 2022 90,000 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). 2 2785110x1 (b) Book Epgy Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the 'Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and 3 27851100 effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book -entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than fifteen calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. 4 a7ssiiovi (c) Termination of Book -Entry OnlySystem. Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of paragraph 10. (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. Purpose: Refunding Findings. The Bonds shall provide funds to finance the Refunding. It is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67 and, as a result of the Refunding, the average life of the maturities is extended by at least three years. 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2011, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: 5 27ssiiovi Maturi y Year 2016 2017 2018 2019 2020 2021 2022 Interest Rate Maturity Year 2023 2024 2025 2026 2027 2028 Interest Rate 5. Redemption. All Bonds maturing on February 1, 2021, and thereafter, are subject to redemption on February 1, 2020, and on any date thereafter at the option of the City 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 the 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. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds at least thirty days prior to the stated redemption date. Prior to the date on which any Bond or Bonds are directed by the City to be redeemed in advance of maturity, the City will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 2785110v1 6. Bond Re ig strar. Northland Trust Services, Inc., in Minneapolis, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor -paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12. 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA WRIGHT COUNTY CITY OF OTSEGO GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 2010D Interest Rate Maturity Date Date of Original Issue CUSIP February 1, November 1, 2010 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The City of Otsego, Wright County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, unless called for earlier redemption, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2011, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of Northland Trust Services, Inc., in Minneapolis, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely 7 2785110v1 paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. Optional Redemption. The Bonds of this issue (the "Bonds") maturing on February 1, 2021 and thereafter, are subject to redemption and prepayment at the option of the Issuer on February 1, 2020, and on 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 the principal amounts within each maturity to be redeemed shall be determined by the Issuer; 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. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds at least thirty days prior to the stated redemption date. Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. Selection of Bonds for Redemption• Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new 8 2785110v1 Bond or Bonds having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance• Purpose• General Obligation. This Bond is one of an issue in the total principal amount of $1,215,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and denomination, issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on October 25, 2010 (the "Resolution"), for the purpose of providing money for an advance refunding of certain outstanding bonds of the Issuer. This Bond is payable out of the General Obligation Improvement Refunding Bonds, Series 2010D Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange: Resolution. The Bonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. 9 27ssilovl it Qualified Tax Exempt Obligations. The Bonds have been designated by the Issuer as qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Otsego, Wright County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. NORTHLAND TRUST SERVICES INC., Minneapolis, Minnesota Bond Registrar Un Authorized Signature 27851100 Registrable by: NORTHLAND TRUST SERVICES INC. Payable at: NORTHLAND TRUST SERVICES INC. CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA /s/ Facsimile Mayor /s/ Facsimile Clerk 1101 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto and does hereby irrevocably constitute and appointthe within Bond attorney to Bond on the books kept for the registration thereof, with full power of substitution in thhensfer the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every Signature Guaranteed: particular, without alteration or any change whatever. Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad -15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 27851100 11 PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: Date Amount Authorized signature of Holder 27851100 12 8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate seal has been omitted. In the event of disability or resignation or other absence of either officer, the Bonds may be signed by the manual or facsimile signature of the officer who may act on behalf of the absent or disabled officer. In case either officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of November 1, 2010. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration,• Transfer,• Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. 13 27851IOvi All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or the Holder's attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Clerk is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment• Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Clerk to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby established a special fund to be designated "General Obligation Improvement Refunding Bonds, Series 2010D Fund" (the "Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall 14 2785110v1 be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund separate accounts, to be designated the "Escrow Account" and the "Debt Service Account". (a) Escrow Account. The Escrow Account shall be maintained with Northland Trust Services, Inc., as the Escrow Agent (the "Escrow Agent"). $ of Bond proceeds shall be deposited with the Escrow Agent and applied to fund the Escrow Account or to pay costs of issuance of the Bonds, which amount, together with all investment earnings thereon plus other available municipal funds (estimated to be $__ ) required to adequately fund the Escrow Account for the purposes set forth herein, are hereby pledged and appropriated and shall be credited to the Escrow Account. The Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, to pay when due the principal amount and accrued interest on each Refunded Bond to its maturity. The moneys in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account may be remitted to the City, all in accordance with an Escrow Agreement (the 'Escrow Agreement") by and between the City and the Escrow Agent. A form of the Escrow Agreement is on file in the office of the Clerk. Any moneys remitted to the City pursuant to the Escrow Agreement shall be deposited in the Debt Service Account. (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (i) all accrued interest received upon delivery of the Bonds; (ii) any sums remitted to the City pursuant to the Escrow Account;1u) any collections of all taxes herein or hereafter levied for the payment of the Bonds; (iv) all investment earnings on funds held in the Debt Service Account; and (v) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Operation and Maintenance Accounts or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 15 27851100 16. Special Assessments. The City has heretofore levied special assessments pursuant to the Prior Resolution, which were pledged to the payment of the principal and interest on the Prior Bonds and the uncollected special assessments for the Refunded Bonds are now pledged to the payment of principal and interest on the Bonds. The special assessments are such that if collected in full they, together with estimated collections of taxes herein pledged for the payment of the Bonds, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The special assessments that are now pledged to the payment of the Refunded Bonds were levied as provided below, payable in equal, consecutive, annual installments, with general taxes for the years shown below and with interest on the declining balance of all such assessments at the rate shown opposite such years: I_provement Designation Amount CSAH Project Rate Collection Years 5.20% 2010-2014 17. Tax Lew: Coverage Test; Cancellation of Certain Tax Levies. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Years of Tax Lew Years of Tax Collection Amount 2010-2026 2011-2027 See attached schedule The tax levies are such that if collected in full they, together with estimated collections of special assessments and any other revenues herein pledged for the payment of the Bonds and sums held in the Escrow Account, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 18. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the special assessments and taxes appropriated and pledged to the payment of principal and interest on the Bonds, together with any other funds irrevocably appropriated to the Debt Service Account herein established, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as it becomes due. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 16 27851100 19. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 20. Certificate of Registration. The Clerk is hereby directed to file a certified copy of this resolution with the County Auditor of Wright County, Minnesota, together with such other information as the County Auditor shall require and the County Auditor shall issue a certificate that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy required by the law has been filed. 21. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: (a) Provide or cause to be provided to the Municipal Securities Rulemaking Board (the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided, in a timely manner to the MSRB notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner to the MSRB notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be 17 27a511ov1 enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and City Clerk, or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 22. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 23. Official Statement. The Official Statement relating to the Bonds prepared and distributed by the Purchaser is hereby approved and the officers of the City are authorized in connection with the delivery of the Bonds to sign such certificates as may be necessary with respect to the completeness and accuracy of the Official Statement. 24. Negative Covenant as to Use of Bond Proceedsand Project. The City hereby covenants not to use the proceeds of the Bonds or to use the project financed by the Prior Bonds, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the project financed by the Prior Bonds, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 25. Tax -Exempt Status of the Bo ids; Rebate. The City is subject to the rebate requirement imposed by Section 148(f) of the Code by reason of issuing (together with all subordinate entities thereof, and all entities treated as one issuer with the City) more than $5,000,000 of tax-exempt governmental obligations during this calendar year as provided in Section 148(f)(4)(D) of the Code and Section 1.148-8 of the Regulations. 26. Designation of Qualified Tax -Ex t Obligations. In order to qualify the Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; 18 2785110v1 (d) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2010 will not exceed $30,000,000; (e) not more than $30,000,000 of obligations issued by the City during this calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $30,000,000. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 27. Escrow A eement. On or prior to the delivery of the Bonds, the Mayor and Clerk shall, and are hereby authorized and directed to, execute on behalf of the City, the Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of this resolution and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 28. Securities- EscroriAnSecurities purchased from moneys in the Escrow Accounts shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amendments or supplements thereto. Securities purchased from the Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City has investigated the facts and hereby finds and determines that the Escrow Agent is a suitable financial institution to act as an escrow agent. 29. Purchase of SLGS or OpenMarket Securities. The Escrow Agent, as agent for the City, is hereby authorized and directed to purchase on behalf of the City and in its name the appropriate United States Treasury Securities, State and Local Government Series, and/or open market securities from the proceeds of the Bonds and, to the extent necessary, other available funds, all in accordance with the provisions of this resolution and the Escrow Agreement and to execute all such documents (including the appropriate subscription forms) required to effect such purchase in accordance with the applicable U.S. Treasury Regulations. 30. Supplemental Resolution. The Prior Resolution is hereby supplemented to the extent necessary to give effect to the provisions of this resolution. 31. Seve_ rabilit - If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 32. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 19 27851100 The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof and the following voted against the same: Whereupon the resolution was declared duly passed and adopted. 20 a7ssiiovi 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 authorizing the issuance and awarding the sale of $1,215,000 General Obligation Improvement Refunding Bonds, Series 20101). WITNESS my hand on October 25, 2010. Clerk 21 2785110v1 ESCROW AGREEMENT GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2006B CITY OF OTSEGO, MINNESOTA THIS ESCROW AGREEMENT made as of November 1, 2010, by and between Northland Trust Services, Inc., in Minneapolis, Minnesota (the "Escrow Agent"), and the City of Otsego, Wright County, Minnesota (the "City"), WITNESSETH THAT: A. WHEREAS, pursuant to a resolution adopted on August 28, 2006, the City has heretofore issued $5,985,000 General Obligation Improvement Bonds, Series 2006B, dated September 1, 2006 (the "Prior Bonds"). The Prior Bonds maturing on (i) February 1, 2011, in the principal amount of $260,000, (ii) February 1, 2012, in the principal amount of $270,000, (iii) February 1, 2013 in the principal amount of $275,000, and (iv) February 1, 2014 in the principal amount of $290,000, may be paid at maturity on such respective dates (the "Refunded Bonds"); and B. WHEREAS, to provide for the partial net cash advance refunding of the Refunded Bonds in accordance with Minnesota Statutes, Section 475.67, the City has, pursuant to a resolution adopted on October 25, 2010 (the "Refunding Resolution"), authorized the issuance of its $1,215,000 General Obligation Improvement Refunding Bonds, Series 2010D, dated November 1, 2010, as the date of original issue (the "Refunding Bonds") and the City has called for the payment of the Refunded Bonds on their stated maturity dates as herein provided; all pursuant to the partial net cash advance refunding accomplished by the issuance of the Refunding Bonds; and C. WHEREAS, under the terms of the Refunding Resolution $ of Refunding Bonds proceeds, shall be held and invested in accordance with the terms and conditions of this Escrow Agreement as follows: $ shall simultaneously be invested in securities (the "Initial Escrowed Obligations") as described in the report of Grant Thornton LLP, dated November 1, 2010, attached hereto as Exhibit C (the "Accountant's Report"), which Initial Escrowed Obligations, together with the balance of cash in the amount of $ shall be used for a partial net cash advance refunding of the Refunded Bonds. The Initial Escrowed Obligations (or evidence of the investment therein and constructive receipt thereof) and cash are herein called the "Escrow Deposit," provided that the term "Escrow Deposit" may include due bills reflecting Escrowed Obligations not received by the delivery of and payment for the Refunding Bonds (the "Bond Closing") so long as such due bills are secured by the deposit of comparable securities identified as "Substitute Securities" in the Accountant's Report, or by a cashier's check in an amount equal to either the principal and interest due on the Escrowed Obligations so due or any deficiency in principal or interest due on the Substitute Securities (the Initial Escrowed Obligations, said Substitute Securities and any other investments made hereunder, are referred to collectively as the "Escrowed Obligations"); and D. WHEREAS, it is desirable and appropriate that $ of Refunding Bond proceeds to be used to pay issuance expenses be paid by the Escrow Agent for 27851100 disbursement in accordance with the schedule of disbursements (the "Issuance Expenses") set forth in Exhibit A attached hereto and incorporated herein by reference; and E. WHEREAS, the Escrow Agent is, and hereby represents that it is, a suitable financial institution within or without the State of Minnesota; NOW, THEREFORE, in consideration of the premises and of the respective agreements on the part of the Escrow Agent and City herein contained, the parties hereto hereby agree as follows: 1. De osits. The City agrees upon delivery of and payment for the Refunding Bonds at the Bond Closing to forthwith irrevocably deposit with the Escrow Agent the Escrow Deposit, as an appropriation of the Escrowed Obligations and all payments of principal and interest thereon, in trust with the Escrow Agent for the security of the holders and owners of the Refunded Bonds. The City further agrees upon the Bond Closing to deposit with the Escrow Agent $ in Refunding Bond proceeds and the City authorizes the Escrow Agent (and the Escrow Agent agrees) to disburse the moneys necessary to pay Issuance Expenses. The City further authorizes the Escrow Agent to disburse $ in proceeds of the Bonds received on Bond Closing and any other residual funds in the Escrow Account to the City for deposit in the Debt Service Account. 2. Acknowledgment of Deposit. Receipt of the Escrow Deposit and Refunding Bonds proceeds to pay Issuance Expenses shall be acknowledged on behalf of the Escrow Agent at the Bond Closing by execution of an Acknowledgment in the form attached hereto as Exhibit B by a duly authorized officer of the Escrow Agent. 3. Compensation: Waiver of Lien. The Escrow Agent hereby acknowledges receipt of the sum of $1,575.00 as and for its full compensation for services to be performed by it as agent under this Agreement. There will be no future billings for services rendered by the Escrow Agent. The Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account (as defined in Section 7). 4. Collection and Remittance: Payment of Interest Principal and Premium if any. on Refunded Bonds. Substitute Securities. The Escrow Agent will collect all remittances of interest on the Escrowed Obligations in the Escrow Account as and when such interest becomes due and payable. The Escrow Agent will cause such Escrowed Obligations to be presented for payment and converted into cash on their respective maturity or due dates in accordance with the schedule of cash payments included in the Accountant's Report, and will remit from the Escrow Account to the paying agent for the Refunded Bonds, the funds required from time to time for the payment when due, on each interest and principal payment date, the principal and interest on the Refunded Bonds. If the delivery of any Escrowed Obligations is secured at the Bond Closing by Substitute Securities and/or a cashier's check as hereinabove provided and delivery of the Initial Escrowed Obligations is not made within thirty days after the Bond Closing, the Escrow Agent shall in accordance with the terms of such security arrangement substitute the Substitute Securities and/or cashier's check for the Initial Escrowed Obligations to assure that such schedule of cash payments can be complied with. 5. Sufficiency of Escrow Deposit,• Further Deposits. In reliance upon the Accountant's Report, the City represents, and the Escrow Agent acknowledges, that the Escrow K 278511ov1 Deposit, if the principal of and interest on the Initial Escrowed Obligations are paid in accordance with their terms, is sufficient to produce cash in such amounts to enable the Escrow Agent to make full and timely payments as provided in paragraph 4. If at any time it shall appear to the Escrow Agent that the money in the Escrow Account allocable for such use hereunder will not be sufficient to make any payment due to the holders of any of the Refunded Bonds, the Escrow Agent shall immediately notify the City. The City thereupon shall forthwith deposit in the Escrow Account from funds on hand and legally available such additional funds as may be required to meet fully the amount to become due and payable and, if necessary, levy for such purpose an ad valorem property tax on all real property in the City subject to such limitations as may be prescribed by law. Included in the Accountant's Report is a statement that such cash and Escrowed Obligations are sufficient to comply with the requirements set forth in paragraph 4. 6. No Reveal of Refundina Resolution. The City will not repeal, revoke or amend the Refunding Resolution calling for payment of the Refunded Bonds on their stated maturity dates. 7. Title to Mo las, Trust• Remission of Remaining M_onevs. It is recognized that title to the Escrowed Obligations and money held in the Escrow Account from time to time shall remain vested in the City but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Escrow Agent shall hold all such money and obligations in a special trust fund and account (the "Escrow Account") separate and wholly segregated from all other funds and securities of the Escrow Agent or deposited with the Escrow Agent, and shall never commingle such money or securities with other money or securities, provided that nothing herein contained shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part thereof, received for the Escrow Account, on hand, but moneys of an equal amount, except to the extent such are investments permitted under this Escrow Agreement, shall always be maintained on hand as funds held by the Escrow Agent as trustee, belonging to the City, and a special account thereof evidencing such fact shall at all times be maintained on the books of the Escrow Agent, together with such investments. In the event of the Escrow Agent's failure to account for any money or obligations held by it in the Escrow Account, such money and obligations shall be and remain the property of the City, and if for any reason such money or obligations cannot be identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount thereof and the City shall be entitled to a preferred claim upon such assets. All moneys remaining in the Escrow Account after payment therefrom of all sums required to be paid under this Agreement shall be promptly remitted to the City. 8. Sale and/or Reinvestment. The Escrow Agent may sell and/or reinvest all or a part of the Escrowed Obligations, or the proceeds thereof in (a) direct, non -callable United States obligations or obligations unconditionally guaranteed by the United States government, or (b) any governmental bond which bears the highest or next highest rating of Moody's Investor's Services, Standard and Poor's Corporation, or a similarly nationally recognized rating agency, if and only if (a) such sales and/or reinvestment is approved by the City and otherwise permitted by the laws of Minnesota; (b) an opinion of a certified public accounting firm is first obtained to the effect that such sale and/or reinvestment will not prevent the Escrow Agent from making all of the payments to the paying agent for the Refunded Bonds as required in paragraph 5; and (c) an opinion of nationally recognized bond counsel or tax counsel recognized as having an expertise 3 2785110vi in the area of tax exempt bonds is first obtained to the effect that such sale and/or reinvestment will not cause the interest on the Refunded Bonds to become includible in the gross income of the owners thereof for federal income tax purposes. Any excess funds created in the Escrow Fund as a result of such sale and/or reinvestment (i.e. funds not required to pay when due, principal of and interest on the Refunded Bonds, as shown on the certified public accountants' opinion required in subsection 9(b) shall be withdrawn from the Escrow Fund and paid by the Escrow Agent to the City, free of any lien of this Escrow Agreement, within ten business days of receipt of the City's written request to withdraw such excess funds. 9. Annual Statement. For as long as any of the Refunded Bonds are outstanding, in January of each year until termination of this Escrow Agreement, commencing January 2011, the Escrow Agent shall render a statement for the preceding year to the City, which statement shall set forth the cash on hand and Escrowed Obligations which have matured and the amounts received by the Escrow Agent by reason of such maturity, the interest earned on any of such Escrowed Obligations, a list of any investments or reinvestments made by the Escrow Agent in other Escrowed Obligations and the interest and/or principal derived therefrom, the amounts of cash paid for the principal and interest on the Refunded Bonds as the principal and interest payments became due and payable, and any other transactions of the Escrow Agent pertaining to its duties and obligations as set forth herein. 10. Trust: Safekeeping. All Escrowed Obligations, moneys and investment income deposited with or received by the Escrow Agent pursuant to this Escrow Agreement shall be subject to the trust created by this Escrow Agreement, and the Escrow Agent shall be liable for the preservation and safekeeping thereof; provided, however, that it shall not be responsible for any depreciation in value of any of the Escrowed Obligations or for the reinvestment of the same except as herein provided. 11. Duties. Obligations and Liabilities. The duties and obligations of the Escrow Agent shall be as prescribed by the provisions of this Escrow Agreement, and the Escrow Agent shall not be liable hereunder except for failure to perform its duties and obligations as specifically set forth herein or to act in good faith in the performance thereof, and no implied duties or obligations shall be incurred by the Escrow Agent other than those specified herein. The Escrow Agent may consult with counsel of its choice, and except as provided in paragraph 9, the opinion of such counsel shall be full and complete authorization and protection with respect to any action taken or not taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 12. Resignation; Successor. The Escrow Agent may at any time resign and be discharged of its obligations hereunder by giving to the City written notice of such resignation and by refunding to the City a pro rata portion of the escrow fee set forth in paragraph 3, not less than sixty days before the date when the same is to take effect. Such resignation shall take effect upon the appointment and qualification of a successor agent. In the event of receipt of notice of such resignation, a successor shall promptly be appointed by the City, and the City shall immediately give written notice thereof to the predecessor agent. If in a proper case no appointment of a successor agent is made within forty five days after the receipt by the City of notice of such resignation, the Escrow Agent or the holders of a majority in aggregate principal 4 27851100 amount of the Refunded Bonds, by an instrument or concurrent instruments in writing signed by such holders, or by their attorney in fact duly authorized, may appoint a successor Escrow Agent. Any successor agent appointed hereunder shall execute, acknowledge and deliver to its predecessor agent and to the City a written acceptance of such appointment, and shall thereupon without any further act, deed or conveyance become fully vested with all moneys, properties, duties and obligations of its predecessor, but the predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or other property held by it to the successor agent, shall execute, acknowledge and deliver such instruments of conveyance and do such other things as may reasonably be required to vest and confirm more fully and certainly in the successor agent all right, title and interest in and to the property held by it hereunder. Any bank into which the Escrow Agent may be merged or with which it may be consolidated or any bank resulting from any merger or consolidation to which it shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate trust business shall, if the City approves, be the successor agent without the execution of any document or the performance of any further act. 13. Successors and Assians• Beneficiaries. This Escrow Agreement shall be irrevocable and binding upon and shall inure to the benefit of the City and the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders at any time of the Refunded Bonds. Said third party beneficiaries shall be entitled to enforce performance and observance by the City and the Escrow Agent of the respective agreements and covenants herein contained as fully and completely as if said third party beneficiaries were parties hereto. 14. Supplemental Agreements. For any one or more of the following purposes, the City and Escrow Agent may enter into any supplemental agreements to this Escrow Agreement as shall not adversely affect the rights of the holder or holders of the Refunded Bonds and as shall not be inconsistent with the terms and provisions of this Escrow Agreement, without the consent of or notice to the holder or holders of the Refunded Bonds: (a) To cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) To grant to, or confer upon, the Escrow Agent for the benefit of the holder or holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holder or holders; and (c) To provide additional funds, securities or properties under this Escrow Agreement. 15. Consent Otherwise to Amendments. Except as expressly provided in paragraph 14, this Escrow Agreement may not be repealed, revoked, altered or amended without the unanimous written consent of the City and the holder or holders of the Refunded Bonds and the written consent of the Escrow Agent. 16. Headings. Headings in this Escrow Agreement are for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 5 2785110v1 IN WITNESS WHEREOF, the City and Escrow Agent have caused this Escrow Agreement to be executed in their respective names and have caused this Escrow Agreement to be dated as of the date above first written. CITY OF OTSEGO, MINNESOTA By Its Mayor Un Its Clerk 6 27851100 NORTHLAND TRUST SERVICES, INC. Its Chief Operating Officer/Cashier 278511ovl EXHIBIT A ISSUANCE EXPENSES A-1 278511ovl EXHIBIT B ACKNOWLEDGMENT The undersigned officer, being duly authorized to execute this acknowledgment on behalf of Northland Trust Services, Inc., as Escrow Agent (the "Escrow Agent"), do hereby acknowledge that the City of Otsego, Minnesota (the "City"), has this date irrevocably deposited with the Escrow Agent in trust for the security of the holders and owners of the City's outstanding General Obligation Improvement Bonds, Series 2006B, dated September 1, 2006, that mature on February 1, 2011 through 2014, inclusive, that certain Escrow Deposit required to be deposited with the Escrow Agent at the Bond Closing in accordance with the Escrow Agreement, dated November 1, 2010, by and between the Escrow Agent and the City; and the City has in addition deposited $ to pay the Issuance Expenses set forth on Exhibit A to the Escrow Agreement. Dated November 18, 2010. NORTHLAND TRUST SERVICES, INC. By Its Chief Operating Officer/Cashier B-1 27ssiiovi EXHIBIT C ACCOUNTANT'S REPORT [to be supplied by Grant Thornton LLP] C-1 a7asiiovi ITEM 7-, Main Office: 35 Haltanson 3601 Thurston Avenue, Anoka, MN 55303 (Anderson Phone: 763/427-5860 Fax: 763/427-0520 www.haa-mc.com MEMORANDUM TO: Honorable Mayor and City Council FROM: Ronald J. Wagner P.E., Otsego City Engineer CC: Mike Robertson, City Administrator Tami Loff, City Clerk Dan Licht, City Planner Brad Belair, Public Works Supervisor DATE: October 21, 2010 RE: Street Sign Policy At the recent Public Works Subcommittee (October 19th) discussions were held regarding signage policy for the city. Items of discussion were: a) Street name sign size on low volume low speed streets — 9" plate with 6" letters or 6" plate with 4" letters b) Unwarranted, non -conforming signs (yields, stops, children at play, slow children, etc) c) Warranted signs with time lines The street name sign size discussion centered on ability to read the sign versus the cost of larger sign. The cost presented constituted approximately $10 additional per sign for the larger sign. At the city's current inventory of street name signs it would constitute a $2000/year increase in cost. Emergency vehicles operators ability to read the signs quickly along with traveling publics ability to read the signs were deciding factors in favor of the subcommittee recommending the larger signs. Discussion amongst staff was to try and maintain a maximum length of street name sign of 48". This would be accomplished by using smaller lettering for "AVE NE or ST NE" when the needed. Staff also recommended a minimum length of 24" for street name sign for aesthetics. The subcommittee discussed reducing the number of signs as a long-term cost saving measure. On 30 mph low volume roads 30 within residential areas recommended removal of unwarranted yield signs or stop signs. If visibility, traffic volume and traffic speeds are not a concern removal of many of these signs will save money and vehicle operators will need to follow standard practices governing unsigned intersections. Non -conforming signs such as children at play and slow children will be removed and not replaced when signs are replaced for that area. OT901Memo - street sign policy Page 1 of 2 The subcommittee recommended any warranted signs that have potential changes deeming them irrelevant would be tracked and checked for relevancy when signs are replaced for that area. An example would be "deaf child" or "day care facility" IlVdersonanson Page 2 of 2 ITEM 8_1 3601 Thurston Avenue N, Suite 100 Anoka, MN 55303 Phone: 763.231.5840 Facsimile: 7a3.427.0520 TPCTPC@Planr4ngCo.00m MEMORANDUM TO: Otsego Mayor and City Council FROM: Daniel Licht, AICP DATE: 20 October 2010 RE: Otsego — Beckman Farm TPC FILE: 101.02 —10.22 The Planning Commission held a public hearing to consider the Beckman Farm application on 18 October 2010. Mr. Steve Beckman was present as the applicant and had no comments. There were no comments from the public. The Planning Commission had no discussion and closed the public hearing. The Planning Commission voted to recommend approval of the applications by a 6-0 vote as set forth below. The City Council will consider the applications at their meeting on 25 October 2010 at 7:00 PM. POSSIBLE ACTIONS Decision 1 — Zoning Map Amendment A. Motion to approve a Zoning Map amendment rezoning the subject site from A-1 District to A-2 District based on a finding that the request is consistent with the Comprehensive Plan. B. Motion to deny the application based on a finding that the request is inconsistent with the Comprehensive Plan. C. Motion to table. Decision 2 — Conditional Use Permit and Preliminary/Final Plat A. Motion to approve a conditional use permit and preliminary/final plat for Beckman Farm, subject to the following conditions: 1. Deed restrictions shall be recorded with Lots 1, 2 and 3 prohibiting further subdivision unless the lots are rezoned. 2. The delineated wetland and wetland buffer required by Section 20-16- 9.E.4 of the Zoning Ordinance shall be overlaid by drainage and utility easement; all drainage and utility easements are subject to review and approval of the City Engineer. 3. The applicant shall pay a cash fee in lieu of land of $5,200.00 to satisfy park and trail dedication requirements applicable to the current subdivision application. 4. The ability of the proposed lots to accommodate on-site septic and well utilities shall be subject to review and approval by the City Engineer. 5. The applicant shall submit a final plat in the form required by Section 21-6- 3 of the Subdivision Ordinance, subject to review and approval by City staff. 6. The comments of the Engineering Memorandum dated October 13, 2010 are addressed, subject to review and approval by the City Engineer. B. Motion to deny the application based on a finding that the request is inconsistent with the Comprehensive Plan, Zoning Ordinance and/or Subdivision Ordinance. C. Mike Robertson, City Administrator Tami Loff, City Clerk Andy MacArthur, City Attorney Ron Wagner, City Engineer Steve Beckman 2 CITY OF 0 T S E G 0 WRIGHT COUNTY, MINNESOTA APPLICANT: Jeffery Beckman 10-20-10 FINDINGS & DECISION ZONING MAP APPLICATION: Request for approval of a Zoning Map amendment rezoning property from A-1, Agriculture Rural Service District to A-2, Agriculture Long Range Urban Service District. CITY COUNCIL MEETING: 25 October 2010 FINDINGS: Based upon review of the application and evidence received, the City Council of the City of Otsego now makes the following findings of fact: A. B. C. D. The property is legally described as provided for on Exhibit A. The subject site is guided for future low density residential land uses within Urban Service Expansion Area W1 by the Comprehensive Plan. The subject site is zoned A-1 District; The applicant is requesting a rezoning to A-2 District to allow for subdivision of three lots including one lot less than 20 acres as allowed as a conditional use within the A-2 District. Consideration of the application is to be based upon (but not limited to) the criteria set forth by Section 20-3-2.F of the Zoning Ordinance: 1. The proposed action's consistency with the specific policies and provisions of the official City Comprehensive Plan. Finding: The Comprehensive Plan guides the site for interim rural land uses until sanitary sewer and water utilities are available. The proposed rezoning will allow for a subdivision of three lots, which is consistent with the interim land use plan. 2. The proposed use's compatibility with present and future land uses of the area. Finding. Surrounding land uses currently consist of primarily agricultural -rural service area uses and large lot single family uses. The surrounding area is guided for rural land uses until such time as urban services are available. As such, the proposed subdivision will be compatible with the existing and planned land uses suniounding the subject site. 3. The proposed use's conformity with all performance standards contained within the Zoning Ordinance and other provisions of the City Code. Finding. The proposed subdivision conforms to all requirements of the Zoning Ordinance, Subdivision Ordinance and Engineering Manual. 4. Traffic generation by the proposed use in relation to the capabilities of streets serving the property. Finding: The proposed use is not anticipated to generate traffic that will overwhelm the capabilities of the streets serving the properly. 5. The proposed use can be accommodated by existing public services and facilities and will not overburden the City's service capacity. Finding. The proposed subdivision can be accommodated by the City's existing service capacity. E. The Planning Report dated 14 October 2010 prepared by the City Planner, The Planning Company LLC, is incorporated herein. F. The memorandum dated 13 October 2010 prepared by the City Engineer, Hakanson Anderson Associates Inc., is incorporated herein. G. The Otsego Planning Commission conducted a public hearing at their regular meeting on 18 October 2010 to consider the application, preceded by published and mailed notice; upon review of the application, and other evidence, the public hearing was closed and the Planning Commission recommended by a 6-0 vote that the City Council approve the request based on the findings outlined above. DECISION: Based on the foregoing information and applicable ordinances, the application is hereby APPROVED. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the Otsego City Council this a day of November, 2009. CITY OF OTSEGO By: Jessica Stockamp, Mayor Attest: Tami Loff, City Clerk ORDINANCE NO.: 2010-09 CITY OF OTSEGO COUNTY OF WRIGHT, MINNESOTA AN ORDINANCE AMENDING THE ZONING ORDINANCE OF THE CITY OF OTSEGO TO PROVIDE FOR A CHANGE IN ZONING CLASSIFICATION FOR LAND INCLUDED WITHIN BECKMAN FARM. THE CITY COUNCIL OF THE CITY OF OTSEGO DOES HEREBY ORDAIN: Section 1. The official Zoning Map of the Otsego Zoning Ordinance is hereby amended to change the zoning classification of the property legally described as provided for on Exhibit A. Section 2. The property is hereby rezoned from A-1, Agriculture Rural Service District to A-2, Agriculture Long Range Urban Service District. Section 3. The zoning map of the City of Otsego shall not be republished to show the aforesaid rezoning, but the City Clerk shall appropriately mark the zoning map on file in the City Clerk's office for the purpose of indicating the rezoning hereinabove provided for in this Ordinance, and all of the notations, references and other information shown thereon are hereby incorporated by reference and made part of this Ordinance. Section 4. This Ordinance shall become effective immediately upon its passage and publication. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the Otsego City Council this 25th day of October, 2010. CITY OF OTSEGO BY: Jessica Stockamp, Mayor ATTEST: Tami Loff, City Clerk CITY OF 0 T S E G 0 WRIGHT COUNTY, MINNESOTA APPLICANT: Jeffrey Beckman 10-20-10 FINDINGS & DECISION CONDITIONAL USE PERMIT PRELIMINARY/FINAL PLAT APPLICATION: Request for approval of a conditional use permit to allow a lot less than 20 acres in area within the A-2, Agriculture Long Range Urban Service District and a preliminary/final plat of three lots to be known as Beckman Farm. CITY COUNCIL MEETING: 25 October 2010 FINDINGS: Based upon review of the application and evidence received, the City Council of the City of Otsego now makes the following findings of fact: A. The property is legally described as provided for on Exhibit A. B. The subject site is guided for future low density residential land uses within Urban Service Expansion Area W1 by the Comprehensive Plan. C. The subject site is zoned A-2 District; The applicant is requesting a conditional use permit to allow an administrative subdivision of a lot less than 20 acres in area as provided for by Section 20-52-5.1-1 of the Zoning Ordinance. D. Consideration of the application is to be based upon (but not limited to) the criteria set forth by Section 20-4-2.F of the Zoning Ordinance: 1. The proposed action's consistency with the specific policies and provisions of the official City Comprehensive Plan. Finding: The Comprehensive Plan guides the site for interim rural land uses until sanitary sewer and water utilities are available. The proposed rezoning will allow for a subdivision of three lots, which is consistent with the interim land use plan. 2. The proposed use's compatibility with present and future land uses of the area. Finding. Surrounding land uses currently consist of primarily agricultural -rural service area uses and large lot single family uses. The surrounding area is guided for rural land uses until such time as urban services are available. As such, the proposed subdivision will be compatible with the existing and planned land uses surrounding the subject site. 3. The proposed use's conformity with all performance standards contained within the Zoning Ordinance and other provisions of the City Code. Finding: The proposed subdivision conforms to all requirements of the Zoning Ordinance, Subdivision Ordinance and Engineering Manual. 4. Traffic generation by the proposed use in relation to the capabilities of streets serving the property. Finding. The proposed use is not anticipated to generate traffic that will overwhelm the capabilities of the streets serving the property. 5. The proposed use can be accommodated by existing public services and facilities and will not overburden the City's service capacity. Finding. The proposed subdivision can be accommodated by the City's existing service capacity. E. The Planning Report dated 14 October 2009 prepared by the City Planner, The Planning Company LLC, is incorporated herein. F. The memorandum dated 13 October 2010 prepared by the City Engineer, Hakanson Anderson Associates Inc., is incorporated herein. G. The Otsego Planning Commission conducted a public hearing at their regular meeting on 18 October 2010 to consider the application, preceded by published and mailed notice; upon review of the application, and other evidence, the public hearing was closed and the Planning Commission recommended by a 6-0 vote that the City Council approve the request based on the findings outlined above. DECISION: Based on the foregoing information and applicable ordinances, the application is hereby APPROVED, subject to the following conditions: 1. Deed restrictions shall be recorded with Lots 1, 2 and 3 prohibiting further subdivision unless the lots are rezoned. 2. The delineated wetland and wetland buffer required by Section 20-16-9.E.4 of the Zoning Ordinance shall be overlaid by drainage and utility easement; all drainage and utility easements are subject to review and approval of the City Engineer. 3. The applicant shall pay a cash fee in lieu of land of $5,200.00 to satisfy park and trail dedication requirements applicable to the current subdivision application. 4. The ability of the proposed lots to accommodate on-site septic and well utilities shall be subject to review and approval by the City Engineer. 5. The applicant shall submit a final plat in the form required by Section 21-6-3 of the Subdivision Ordinance, subject to review and approval by City staff. 6. The comments of the Engineering Memorandum dated October 13, 2010 are addressed, subject to review and approval by the City Engineer. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: 2 ADOPTED by the Otsego City Council this 2e day of October, 2010. CITY OF OTSEGO By: Jessica Stockamp, Mayor Attest: Tami Loff, City Clerk ITEM 8-2 TPC3,801 Thurston Avenue N, Suite 100 Anoka, MN 55303 Phone: 763.231.5840 Facsimile: 763.427.0520 TPCOPlanningCo.com MEMORANDUM TO: Otsego Mayor and City Council FROM: Daniel Licht, AICP DATE: 20 October 2010 RE: Otsego — Foster Lake Substation CUP TPC FILE: 101.02 —10.22 The Planning Commission held a public hearing on 18 October 2010 to consider the request from Wright Hennepin Electric Cooperative Association for amendment of an existing conditional use permit. Mr. Wayne Bauernschmitt of Wright -Hennepin was present as the applicant and had no comments. There were no comments from the public. The Planning Commission had no discussion and closed the public hearing. The Planning Commission voted to recommend approval of the applications by a 6-0 vote as set forth below. The City Council will consider the applications at their meeting on 25 October 2010 at 7:00 PM. POSSIBLE ACTIONS A. Motion to approve an amendment to the CUP approved 25 September 2006 for an electric substation within an A-1 District, subject to the following stipulations: The conditions the CUP approved 25 September 2006 remain in full force and effect unless specifically modified herein. 2. The conditional use permit shall remain valid until 31 December 2015 unless a request to extend the permit is approved in accordance with Section 20-4-6 of the Zoning Ordinance. B. Motion to deny the application based on a finding that the request is inconsistent with the Comprehensive Plan and performance standards required by the Zoning Ordinance. C. Motion to table. C. Mike Robertson, City Administrator Tami Loff, City Clerk Andy MacArthur, City Attorney Ron Wagner, City Engineer Marc Weigle, St. Michael Community Development Director Wayne Bauernschmitt, Wright -Hennepin CITY OF 10-19-10 0T S E G 0 FINDINGS & DECISION WRIGHT COUNTY, MINNESOTA CONDITIONAL USE PERMIT AMENDMENT APPLICANT: Wright Hennepin Electric Cooperative Association APPLICATION: Request for approval of an amendment extending the expiration date of an approved conditional use permit allowing development of an electricity distribution substation. CITY COUNCIL MEETING: 25 October 2010 FINDINGS: Based upon review of the application, the recommendation of the Planning Commission, and evidence received, the City Council of the City of Otsego now makes the following findings of fact: A. The legal description of the property is described by Exhibit A. B. The subject site is guided by the Comprehensive Plan for future low density residential land uses within the Urban Service Reserve Area. C. The subject site is zoned A-1, Agriculture Rural Service District; Essential services including electricity distribution substations are allowed as conditional use subject to the requirements of Section 20-32-4 of the Zoning Ordinance. D. The proposed substation is to be developed on a parcel less than the minimum 20 acres required for lots within the A-1 District which is allowed for essential services as a conditional use subject to the requirements of Section 20-32-5.B of the Zoning Ordinance. E. Evaluation of the request is to be based upon, but not limited to, the criteria outlined in Section 20-4-2.F of the Zoning Ordinance: 1. 2. The proposed action's consistency with the specific policies and provisions of the official City Comprehensive Plan. Finding. The Comprehensive Plan calls for the provision of necessary infrastructure to support planned urban land uses guided by the Future Land Use Plan. Development of an electric distribution substation will be required to provide service to future development in areas of Otsego within E2 of the Urban Service Reserve Area generally west of TH 10, south of 70'h Street, east of Oakwood Avenue and north of 60M Street. Development of the substation in advance of future development is consistent with the policies of the Comprehensive Plan. The proposed use's compatibility with present and future land uses of the area. Finding: The subject site is surrounded by the following existing/planned uses: Direction Land Use Plan Zoning Map Existina Use North LD Residential A-1 District Ag field East LD LL Residential A-1 District Ag field South - St. Michael LD Residential ??? Ag field West LD Residential A-1 District Ag field The location of the site and proposed landscaping will be adequate to ensure compatibility of the substation with surrounding future uses. 3. The proposed use's conformity with all performance standards contained in the Zoning Ordinance (i.e., parking, loading, noise, etc.). Finding: The proposed use complies with all applicable requirements of the Otsego Zoning Ordinance for essential services. 4. The proposed use's effect upon the area in which it is proposed. Finding. The proposed substation is necessary and incidental to existing and planned development in the area. 5. The proposed use's impact upon property values of the area in which it is proposed. Finding. Although no study has been completed, the proposed use is not anticipated to negatively impact area property values. 6. Traffic generation by the proposed use in relation to the capabilities of streets serving the property. Finding: The proposed use is not anticipated to generate signfcant traffic beyond one service site visit per month which is within the capacity of 60M Street. 7. The proposed use's impact upon existing public services and facilities including parks, schools, streets, and utilities and its potential to overburden the City's service capacity. Finding. The proposed use is anticipated to provide additional support o the City's service capacity. F. The planning report dated 14 October 2010 prepared by the City Planner, The Planning Company LLC, is incorporated herein. G. The Otsego Planning Commission held a public hearing at their regular meeting on 18 October 2010 to consider the application, preceded by published and mailed notice; upon review of the application, and other evidence, the public hearing was closed and the Planning Commission recommended by a 6-0 vote that the City Council approve the request based on the aforementioned findings. DECISION: Based on the foregoing information and applicable ordinances, the requested application is hereby APPROVED, SUBJECT TO THE FOLLOWING CONDITIONS: The conditions the CUP approved 25 September 2006 remain in full force and effect unless specifically modified herein. 2. The conditional use permit shall remain valid until 31 December 2015 unless a request to extend the permit is approved in accordance with Section 20-4-6 of the Zoning Ordinance. MOTION BY: 2 SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 25th day of October, 2010. Attest: Tami Loff, City Clerk 3 CITY OF OTSEGO By: Jessica Stockamp, Mayor ITEM 8_3 TPC3601 Thurston Avenue N, Suite 100 Anoka, MN 55303 Phone: 763.231.5840 Facsimile: 763.427.0520 TPC@PlanningCo.com MEMORANDUM TO: Otsego Parks and Recreation Commission FROM: Daniel Licht, AICP DATE: 6 October 2010 RE: Otsego — Norin Landing; Plans and Specifications TPC FILE: 101.01 —10.08 The City Engineer has completed plans and specification for the boat launch and parking areas at Norin Landing. The plans and specifications are based on approved designs provided by the DNR. The DNR has identified this section of the Mississippi River as a prime fishing area and would like to improve access to these waters. The intent of preparing the plans and specifications is to make this portion of the project "shovel ready" as potential financial assistance may become available from the DNR to fund construction. City staff recommends approval of the plans and specifications in the form attached hereto. POSSIBLE ACTIONS 1. Motion to approve plans and specifications for parking and boat launch facilities at Norin Landing and forward said plans to the DNR to await funding assistance for construction. 2. Motion to take no action regarding the plans and specifications for Norin Landing at this time. C. Mike Robertson, City Administrator Tami Loff, City Clerk Gary Groen, Finance Director Brad Belair, Public Works Supervisor Ron Wagner, City Engineer Andy MacArthur, City Attorney Ken Grieshaber, SRF Timothy Wold, SRF ENGINEER'S ESTIMATE NORIN LANDING BOAT RAMP CITY OF OTSEGO ITE NMO. SPEC. REF. DESCRIPTION UNIT 1 2021.501 MOBILIZATION UNIT COST 2 2101.501 CLEARING LUMP SUM $3,300.00 3 2101.506 GRUBBING ACRE $1,500.00 4 2104.505 REMOVE BITUMINOUS PAVEMENT ACRE $1,500.00 5 2104.513 SAWING BITUMINOUS PAVEMENT (FULL DEPTH) SQ YD $2.00 6 2105.501 COMMON EXCAVATION LIN FT $3.00 7 2105.525 TOPSOIL BORROW (LV) CU YD $4.00 8 2105.601 DEWATERING CU YD $10.00 9 2105.607 HAUL & STOCKPILE EXCESS MATERIAL( LUMP SUM $51000.00 10 L 2211.501 AGGREGATE BASE CLASS 5 � CU YD $5.00 11 2232.501 MILL BITUMINOUS SURFACE (1.5 TON $14.00 12 2357.502 BITUMINOUS MATERIAL FOR TACK COAT SQ YD $8.00 13 2360.501 TYPE SP 9.5 WEARING COURSE MIXTURE GALLON $3.00 14 2,B 2360.502 TYPE P 12.5 NON WEARING COURSE MIXTURE TON $80.00 15 (2,B) 2451.607 2.5" CRUUSHED ROCK (CV) TON $75.00 16 2501.515 15" RC PIPE APRON CU YD $100.00 17 2501.515 18" RC PIPE APRON EACH $350.00 18 2501.602 TRASH GUARD FOR 15" PIPE APRON EACH $400.00 19 2501.602 TRASH GUARD FOR 18" PIPE APRON EACH $300.00 20 2503.541 15" RC PIPE SEWER DESIGN 3006, CL V EACH $350.00 21 2503.541 18" RC PIPE SEWER DESIGN LIN FT $26.00 22 3006, CL III 2506.502 CONSTRUCT DRAINAGE LEACH $35.00 23 STRUCTURE DESIGN 66 - 4020 2506.502 CONSTRUCT DRAINAGE STRUCTURE DESIGN $2.000.00 24 H 2506.502 CONSTRUCT DRAINAGE STRUCTURE DESIGN $1,000.00 25 SPECIAL 2506.502 CONSTRUCT DRAINAGE STRUCTURE DESIGN EACH $1,500.00 26 SPECIAL 2 2506.516 CASTING ASSEMBLY EACH $1,000.00 27 2511.501 RANDOM RIPRAP CLASS II EACH $500.00 28 2511.515 GEOTEXTILE FILTER TYPE IV CU YD $90.00 29 2515.604 ARTICULATED INTERLOCKING BLOCK OPEN SQ YD $2'50 30 CELL TYPE 3 2531.501 CONCRETE CURB & GUTTER DESIGN B612 SQ YD $75.00 31 2531.501 CONCRETE CURB &GUTTER DESIGN SPECIAL LIN FT $13.00 32 1 2531.503 CONCRETE MEDIAN LIN FT $14.00 33 2540.601 CONCRETE PLANK RAMP SQ YD $40.00 34 2563.601 TRAFFIC CONTROL LUMP SUM $5,000.00 35 2564.531 SIGN PANELS TYPE C LUMP SUM $1,000.00 36 2571.602 PRUNING SQ $30.00 37 2573.502 SILT FENCE, TYPE MACHINE SLICED LUMP SUM $2,500.00 38 2573.505 FLOTATION SILT CURTAIN TYPE WORK LIN FT $2.00 39 AREA 2573.530 STORM DRAIN INLET PROTECTION LIN FT $17.00 40 2573.602 TEMPORARY ROCK CONSTRUCTION ENTRANCE EACH $200.00 41 2575.523 EROSION CONTROL BLANKETS CATEGORY EACH $500.00 42 3 2575.605 TURF ESTABLISHMENT SQ YD $1.50 43 2582.501 PAVEMENT MESSAGE (THRU ARROW) EPDXY ACRE $1,500.00 44 2582.502 4" SOLID LINE WHITE -EPDXY EACH $250.00 LIN FT $1.40 TOTAL ESTIMATED QUANTITY 1 0.60 0.60 57 21 344 1 2,070 729 51_9 89 170 226 29.8 1 2 1 2 265 19 1 1 1 1 3 15.9 200 19 716 112 66.3 1 1 10.5 1 411 150 3 1 1,355 0.45 4 585 TOTAL ESTIMATED $900 $900 $114 $63 $10,206 $415 $267 $13,600 $16,950 $2,980 $350 $800 $300 $700 $6,890 $665 $1,00( $1,50( $1,00c $1,50Q $1,431 $500 $1.425 $1,568 $1,000 $822 $1,000 $819 71 $128,168 NOR IN LANDING BOAT RAMP CONSTRUCTION PLANS FOR GRADING, CURB & GUTTER, BITUMINOUS SURFACING, DRAINAGE IMPROVEMENTS AND MISCELLANEOUS CONSTRUCTION IMPROVEMENT PROJECT NO. XXXX-XX CITY OF OTSEGO Pin tl I ABBOC.,111C. a Ii9 dYNe .,d 1-,1 9.,,we T ��iFisree-Na Me��Arwl/.-197-NMass.b � IJGvv WRIGHT COUNTY, MINNESOTA BENCHMARRSr m DOUBLE SPIKE IN POWER POLE, SOUTHWEST QUADRANT OF KADLER AVENUE AND CSAH 39 ELEV-927.82 (MOVD 29) . THE 2003 EDITION OF THE MINNESOTA DEPARTMENT OF TRANSPORTATION STANDARD SPECIFICATIONS FOR CONSTRUCTION' SHALL GOVERN. ALL SHALFEDERAL. A LAWS ND E COMPLIED WITH IN THREGULATIONS O E CONS RUCTON OF-THSORDINANCES ALL REQUIREMENTS OF THE PROJECT MANUAL THIS PLAN CONTAINS 9 SHEETS SHEET N0. pESCRIPTION 1 TITLE SHEET 2 CONSTRUCTION AND SOILS NOTES, EARTHWORK SUMMARY AND TABULATIONS 3EROSION AND SEDIMENT CONTROL NOTES AND DETAILS SILT CURTAIN DETAILS S DETAILS AND TYPICAL SECTIONS 9 BOAT RAMP DETAILS 7 EXISTING TOPOGRAPHY AND REMOVALS PLAN 9 SITE AND SONACE PLAN 9 GRADING, DRAINAGE AND EROSION CONTROL PLAN I heMly arNfy Thal Mb Ian, apseHloaHen, or sport was prepared hY me or lmdar my dine} supsMdon and that I am duly Ueemed Pnlegtenal EnDlnsar undo Ms kws of the State of MInnssofo. 43382 DATE 1/28/10 TiMDTF1Y A. E60EWCF13, P.E UC. NO. HAKANSON ANDERSON ASSOCIATES, INC. DESIGN ENOMEER 28032 DATE 9/26/10 RONALD J. WAOFER, P.E. UC. NO. NAIUNSON ANDERSON ASSOCIATES. INC. CRY OF O73E60 ENGINEER THE SUBSURFACE UIIUTY NFDRWTION IN THIS PIAN IS UTILITY QUALITY LEVEL D. THIS QUALITY LEVEL WAS DElE8MR1m ACCORD9NI TD tHE GUIDELINES DF FOR COLIECTIOAND DEPICTION N OF EXNO SUBSURFACE UrRnY DATA.e SEE PFROJEDT MANUAL IMPROVEMENT DATE REVISION PROJECT XXXX-XX SHEET 1 OF 9 SHEETS NO. a WB000R�� i= a' W j e m wl z YY1I O f '_ g h 22� qO K8 O .zo Si\ 3�S�m Qu .50 7� t �� iii �n3 PRMo H I 033 �8 am o GGig O OU msW� W4is '�W Sp Z &p U iF as Z ps1 S Z �1 td gg mm9t at'i P� �i < 'o 10 �3oW 13. �g a`z m �ip� F- hu�-"' gig aux �gW o` ] �+m �� zio s`ol1 Z i s SRI '� j_i>yW io°C 8�t U� Qde� ?p SSS 6n aFF�B =oW C g �o��p3�gi ggdW 1:8i VII! z j oFi n6'� ig jig ;32 .811 ao 0 08� 3zsm 0 nF 1, mm3:3 HIE � N 'fig!'.✓y,.f � BIW i aTD. R u !O] 0. F—= am ,DIN. D IDR MPE ARM (qa a1D. R IIID IDR TRIM. DI Ix G)1 s• amnanE rAriD OMDCR�S m01 MD AODM DOLL R A RAIIDPIAI:iO IIIFAIDGQq COOq[n ra PEu DRum Mwy�a/Rppmua mew-. � i wT. M AMIQM� IIOMCK w aIR. J1A IYLL NIW CDYnI M NEA Df � f A MQa DDIIMlTE T'M �� IRI00 M DILVERT AlIW a iIIf. Pu IYMEACnOga v�NOQNL�°ds umli wn war es nm tmslNDa rD0[d O4LL K CYr PM1p m M EDM. PgOMRIDM OmNO M FlRtl1Ip STANDARD PLATE N0. Soo 4YI° uE'�aiilia'E d1 Dwot uma WaeD a•Tu- DIIDOm DSII n Ilp p6yn�, aW�QM � PORN IWlO�'a� LIQ dPR YN m RI,Oa'R YAT ■ Ilam M PRAM Q AONL Ipma m AMLLTiI r Mw. R WAVED DROP N�im STANDARD PLATE N0. 307 MDDT SAi YAMRI[ OICm DII MEA6OYWEp DRWRp MIIM R'ai uRIX ILL PGE[ A� 011 IOtl�3' IM[�11 N D�� O). IDiDOT 8N STANDARD PLATE N0. sot PING a61D as waY1Rl 1•-0' WARNEDIDM REFERENCE NOTES, m SILT FENCE SHALL FOLLOW AS CLOSELY AS POSSIBLE A SINGLE CONTOUR LINE GENERAL EROSION CONTROL NOTES: I- THE CONTRACTOR SHALL INSTALL EROSION AND SEDIMENT CONTROL FACILITIES (BMP 1 NED PRKIR TO GRADING AND REMOVAL ACTIVITIES. BLM'S SHALL BE MAINTAIFOR THE DURATION OF CONSTRUCTION ACTIVITIES AND POTENTIAL FOR EROSION NO PASSED. 2. THE CONTRACTOR SHALL SCHEDULE HIS OPERATION TO MINIMIZE THE AMOUNT OF DISTURBED AREA AT ANY GIVEN TIME. S. BOP'S SHALL ME "PELTED DAILY AND DCOUMENTED BY THE CONtRACTOR. 4. ALL EROSION AND SEDIMENT CONTROL MEASURES SHALL BE PROPERLY DISPOSED OF WITHIN SO DAYS AFTER FINAL SITE STABILIZATION IS APPROVED BY THE ENONEEL S. WHEN SEDNENTS DEPOSIT N A WATER OF THE STATE, THE MATERIAL MUST BE REMOVED WIMN 7 DAYS. B. PRIOR TO [%PORTING MATERLLL OR DEBRIS FROM THE SDE, CONTRACTOR SHALL PROVIDE A ROCK CONSTRUCTION ENTRANCE PER THE DETAIL ON THIS SNEET. SEE SHEET B FOR THE ROC,( CONSTRUCTION ENTRANCE LOCATION. 7. SALLEXPOSED SOI, AREAS MUST BE STABILIZED AS SOON AS POSSIBLE TO LIMIT OL EROSION BUT N NO CASE LATER THAN 7 DAYS AFTER THE CONSTRUCTION CW IN THAT PORTION OF THE SITE HAS TEMPORARILY OR PERMANENTLY L ALL DISTURBED AREAS REQUIRE 4' OF TOPSOIL. SEED MIXTURE AND TYPE I MULCH MATERIAL OR EROSION CONTROL BLANKET. THE TURF ESTABLISHMENT SHALL CONFORM TO Yn00T STANDARD SI'ECIFICATDNS. L SEE SHEET 2 FOR TYPE AND APPLICATION RATES OF MULCH, SEED AND FERTILIZER. IL TYPE I MULCH SHALL BE DISK ANCHORED. DISK ANCHORING SHALL BE INCIDENTAL STANDARD PLATE N0. SGS MIT—UM! 1. ME VST ArPIIOWmI1RiF1Y 1' m I' mm IN Topp L MALL M IRAQ ONTO M RRR MOI�711If. QlEamn Pwm sumo a RUQ m L um ME MIER DVD! M TRATE. L RL MALOE. M RTO% PDDILT6 DI1M aDL.�f OMVC DE EDIMRTG PDCIEI! OOOD M[ DDQRIIOY A/DmMEf aIIIMf� YAL ITWmI M DWIaO L aIM ,LLL AIWw M IRA11E AIO RIG A6OQLV Q LNOf�c RulO IwT xD�m1�M m m�i an MGVATOR ROiAIOLWIi lDII M OIL SILK STANDARD PLATE NO. Soo HGkanson Anderson Assoc., Inc. NORIN LANDING EROSIOFAND DIMENT CONTROLCMI EnEinlRrW anO land S3BOt BOAT RAMP D DETAILSffl783-427-a3eo FAK 7LT-427-D3zG IMPROVEMENT PROJECT NO. )on—XX �� CITY O. MINNESOTA B SN[ER BANK MOM ANCHOR PONT B D FLOW OF WAT�TERERWAY VARIABLE LENGTH QUSTAIN FABRIC o THAN SILT FENCE ANCHOR ® i THE THE 1 CURTAIN WEIGHT MAM1"IVER 1 TOE OF SLOPE —1 INVER BANK IPONT WHERE FlLL MEETS WATER SURFACE POINT UNDERWATER ANCHORI- 2S'-0" IN. MIN. 300 LBS. ANCHCR CAB IN WATER IA �-�- J.. HOR PONT A 8 FT. MAX OR MARSH WATER BODY ANCHORS IN WA 10p FT Ck a, rY /w� 4 /�/\/\ ANCHOR POINT FLOTATION SILT CURTAN, ���� FLOTATION SILT CURTAIN. TYPE MOVING WATER (TYP.) V_'_T_ TYPE STILL WATER OR PONT B B RIVER VELoatt 45' SLOW. LESS THAN 3 FT./SEC. 33' MODERATE. 3 - S FT./SEC. PLAN VIEW (TYPE: MOVING WATER) CARRIER WATER SURFA�- 1 ANCHOR CABLE, EL TENSION CABLE ABLE c 'TM o 'AIN3 TC Z TNN WEIGHT N BOTTOM 1 FT MAX. SECTION X -X STEEL TENSION CABLE AND CARRIER FLOAT 4 t 0 1 FT. MAX V MAX. V MAX N FLOTATION SILT CURTAIN — TYPEUSE FOR SMALIER : MOVING WATER O ERS WITH SLOW AND MODERATE VELOCITIES I SILT FENCE \ PLAN VIEW (TYPE: STILL WATER) PLAN VIEW (TYPE. WORK AREA) CARRIER FLOAT WATER SURFACE STEEL TENSION CABLE VARIABLE LENGTH QUSTAIN FABRIC o ANCH1f7 OR ANCHOR ® i N R$ CURTAIN WEIGHT SECTION Y -Y ANDCARRIER FLOAT SUOY (TYP.) 04 off€ N FLOTATION SILT CURTAIN — TYPE: WORK AREA AND STILL WATER FOR CONTAINING OVERFLDWS FROM WOO STANDPIPES, SETTLING PONDS 9 52 1LES STHAN WIDTH r p PONT B SECTION Z—Z TEMPORARY ROCK BERM FOR SEDIMENT CONTROL EDESIGNUIDELINES:ATERORARY FlLL ENCROACHES MORETHAN55 THAN 1/3 WMDTH OF THE STREAM.TER Df71H; J FTATER DEPTH: 11 FT. OOTER VELOCITY: 5 FT/SEC. EDESIGNIDELINES:ARY FlLL ENCROACHES LESSTHE WIDTH OF STREAM.R DEPTH: 10 FT. ER VELOCITY: 5 FT./SEC. F SIG�WATER@ LL IM MINIMUM WATER DEPTH: 0 NOTES: SEE SPECS. 2573 @ 3887. 01 CURTAIN EXTENDS TO 1 FT. MAXIMUM FROM BOTTOM OF WATER BODY. ® FOR ANCHOR AND WEIGHT REQUIREMENTS, SEE SPEC. 2573. ERE PLAN CALLS FOR RIPRAP AT THE O IN AREAS ROCK BERM WILL BE USED TO PROVIDE ADDITIONAL PROTECTION ATHEMTE1POORARY ROCK BERM IS INCIDENTAL FOR WHIG{ NO DIRECT PAYMENT WILL BE MADE @D4 U.S. COAST GUARD OR OTHER MOTORIZED WATERWAYS, BUOYS ARE REOUIRED TO MARK THEENDS AND SPECIAL AREAS FOR WSIBIUtt. PLACE BUOYS AS REWIRED FOR MSSATIONAL PURPOSES ®WATER DEPTH CAN BE 0 TO 10 FEET, 0 TO 11 FEET FOR TYPE MOVING WATER. ®571'7 CURTAIN HEIGHT INCLUDES MAXIMUM WAVE HEIGHT FOR WATER BODY. Q KEEP AS CLOSE TO WORK AREA AS PO mem SILT QURTAIN, ROCK BERM OR SHEET PILE AS REWIRED TO CONTROL THE INFILTRATIONCURTAIN OF SKT. &F 6 INCHES OR LESS OF WATER, USE BALE BARRIERS SEE SHEET 2 OF MN/DOT STANDARD PLAN NO. 5-297.405 rAcai.4os (I OF 4) TEMPORARY SEDIMENT CONTROL wAAO A ;5 : SEPTEMBER 27, 2006 SILT CURTAIN IMPROVEMENT PROJECT NO. XXX --XX SHEET N0. 4 OF 9 SHEETS vi a 4 I.. 2 e � ek � A �kCD ƒ. e �- -- ; —*--T - � . � � |�) K @ � � K � � & � . § NC Ne ■22 a $ a $ /§ J|q! . . Rai ƒ ! 15 0 01 1 ► 1 \ / , ► 1' I,�� I'I� / II'I►i►►\\`,111\ 1,11111 ► ► `\ - `I i i \ ► , 11 ' I i 1 , iii1�,1 a 1' i 1�1 111� ► 1 ► 1 1 \ l j1w\\\` ill 11`, 111►\ 1 1 1 1 \���\\ 1 1 1, � 11 \` 1 / 1 1 \ / 1 \1111 i 11 1 ♦� 1 �S \\ 1 11 \ \3i�a�.---_f/ �/ IF I 1 A 1� .......... _...._ LEGEND REFERENCE NOTES; _- -- EXISTING CONTOUR (D CONSTRUCT CURB t GUTTER PER MN/DOT STANDARD PLATE 7100. PROPOSED CONTOUR ® SEE STANDARD PLATE NO. SOf. PROPOSED CONCRETE CURB t GUTTER PROPOSED STORM SEWER ® SEE STANDARD PLATE N0. 500. -�N�- PROPOSED APRON 9) SEE STANDARD PLATE N0. SOS. F/iT D ® PRIOR TO CURB COMM UCTKlN. INLET PROTECTION SHALL MEET O PROPOSED SKIMMER STRUCTURE THE REQUIREMENTS OF STANDARD PLATE NO. 506. AFTER CURB 0 PROPOSED MEDIAN DRAIN CONSTRUC710N. IN,INLET PROTECTION A.FOR CATCH BASINS SHALL @INNLET PROTECTION FOR MEDIANO. SHALL MEETTHE�� "" I ///// / I ✓ I I I I I. m PROPOSED CATCH BASIN PL x 8;T I '�-'�• SRT FENCE® REQUIREMENTS OF STANDARD PLATE ND. BOB. 1 I I I I�EDGE OF NOBBIBBIBBI m INLET PROTECTION DEVICES SHALT. BE PAID PER REM I WATER TIPoUT CURB 2373-STORY DRAIN INLET PROTECTKIN, / / / / ® SMAS AREA 5 DESIGNED TO INFILTRATE. FREE DRAINING TOPSOIL / I' ARTICULATED CONCRETE BLACK SHALL BE USED W THE INFlLTRATION AREA. ONLY TRACK TYPE ® EQUIPMENT SHALL BE ALLOWED IN THIS AREA. ® ROCK CONSTRUCTION ® ' ®STRUCTURE SHALL BE PAID PER ITEM 2305-CONSTRUCT DRAINAGE / // �/ I C F ENTRANCE STRUCTURE DESIGN SPECAL COVER ORATE SHALL BE INCIDENTAL // p ®STRUCTURE SHALL BE PAID PER REM 2506-CONSTRUCT DRAINAGE INLET PROTECTION® STRUCTURE DESIGN SPECIAL 2. / I 1 I );,,• I I ( i . ®CONSTRUCT CURB k OUSTER PER STANDARD PLATE N0. 704. I � DRAINAGE ARROW SURMOUNTABLE CURB t GUTTER SHALL BE PAID PER ITEM / 1 / 1 I 2531-CONCRETE CURB t GUTTER DESIGN SPECIAL 1. / / / / / CONSTRUCT CLASS 5 \\\ // / /• / // I / (S' TH WIDEBYP4"DEEP) /\\\ I I r/ . 14LF (INC. APRON) t/ / / in' RCP (CLASS III) 0 D.00x III I I I I I� / // / / /// /// //1 // PoND 1 / / / / / I I 1 / APRON INV=871.50 (I/ 11 I III I I / // / / / / / I //. NWL•e7s.9 / 1 15' / / I I I I I �QI�A� I / / / / / I / _ HWL•874.7 / SKIMMER #1 / / / SEE STANDARD PLATE NO. 403 tiea� /A., 8612 CONCR _:7--eea_ / // 'a 6JIV 7. I( / / / CURB t GUTTER -_ / // /� / / I / / GL.n82.1 17LF (INC. APRON) /113' I / / O RCP (CLASS 111) OL•881.72 I 01/880.00 APRON INV=573.00 / Ce #1 GL.881.36 I �� / / I / .------- / ,// / / 27;/DIA (40B) GL.e7ss / / / I / Wye860.5 / I 3 / 65Y ARTICULATED CONCRETE / / J i INys577,5p / d^' 225LF / / / BLOCK. EXTEND TO WATER S / / OL.n81.05 / J I SURFACE 1 15' RCP K/GL.57B.,1S / OL.86o.08 1 (0 2x Y GL>•B)6.6 / J / / / CONSTRUCT / IT EDGE / / / / / / / Gla 63 / / / // // / ELEV 875 GERM �85A7 / / WT EDGE / / / OL.881.24 GL=650.78 pL•$7843 / / . / _ =883.21.1 L / > > // $Ldars.81 ARTICULATED CONCRETE -- / SSQ,S� \ / / / BLOCK. EXTEND TO POND \ 4 ' / GRA BREAK / DNER E C AB / / / / / / / BOTTOM DR WATER SURFACE T 0L.88 ! / OL.877.00 •578. /. 24LF (INC. APRON) 15- RCP ....F,'' .....'.:..tom >� .18 � \ GL•880.6L /1 f 14 ' / GRADE BREAK / / O D.50X ((TIE ALL JOINTS) AN GL.877 / / / APRON INV-073.28 30' aG' / KADLER AVENUE NE� 1 / / �+ OL-880 / smAil S GL. 76.z4 �' // i IA.661.28 / / OL•880.00 PAVEMENT E 5 _+ J SILT CURTAIN. ��'' /' SEE DETAILS OL-47U �''� / / CB/M1 03 ON SHEET 4. GL.880.07 � 68' DA. (403) ' OL•680.39 / 1 / RIM.1176.52 S�NV•673.40 GL--- OL.860.46 /.- \ OL.87n.2S lOL.877.35 f / / / S*W-673.40 GRADE BREAK /r---c 0 /53)0cSEE -7' / CONSTRUCT BOAT RAMP. SEE DETAILS CURB 213' (410 �ON Hs / 15" RCP7 (CLASS vX ELLv.e7n.00 DROP THE RACK OF µ s FEET // J OUTTEN TO WRLTRATION ABU TAE IEEE% Hakanson Anderson Assoc., Inc. _TAE ...,.,. ooe Looe So NORIN LANDING GRADING, DRAINAGE AND * 3601 ihumtpl Aw., Molro, LRnnuofo 303 BOAT RAMP EROSION CONTROL PLAN B 763-427-8860 FAX 763-427-0520 55 NO. ®■ CAI w,r.IbRonwn-oneonon.vem IMPROVEMENT PROJECT NO. )OOO(-)D( o' CITY OF OTSEGO, MINNESOTA _ 9