EDA RES 2024-04 Providing for the Competitive Negotiated Sale of Aprx $18,420,000 Lease Revenue Bonds, Series 2024AEXTRACT OF MINUTES OF A MEETING
OF THE BOARD OF COMMISSIONERS OF THE OTSEGO ECONOMIC DEVELOPMENT
AUTHORITY
HELD: NOVEMBER 12, 2024
Pursuant to due call and notice thereof, a regular or special meeting of the Board of
Commissioners of the Otsego Economic Development Authority, Wright County, Minnesota,
was duly held at the Otsego Prairie Center on November 12, 2024, at 5:30 P.M. for the purpose
in part of authorizing the competitive negotiated sale of the $18,420,000 Lease Revenue Bonds,
Series 2024A (City of Otsego, Minnesota Lease with Option to Purchase Project).
The following members were present: Stocicamp, Dahl, Dunlap, and Moores
and the following were absent: Goede
Member Dahl introduced the FOLLOWING resolution and moved its adoption:
RESOLUTION NO.2024-04
RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF
APPROXIMATELY $18,420,000
LEASE REVENUE BONDS, SERIES 2024A (CITY OF OTSEGO, MINNESOTA LEASE
WITH OPTION TO PURCHASE PROJECT)
A. WHEREAS, Minnesota Statutes, Section 469.090 through 469.1082 (the "Act")
authorizes the Otsego Economic Development Authority (the "Authority") to issue revenue
bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part,
the cost of acquisition, construction, reconstruction, improvement, betterment or extension of a
project; and
B. WHEREAS, the Authority has heretofore determined that it is necessary and
expedient to issue its Lease Revenue Bonds, Series 2024A (City of Otsego, Minnesota Lease
with Option to Purchase Project) in the approximate aggregate principal amount of $18,420,000
the "Bonds") pursuant to the Act to finance a new fire and emergency services building located
in the City of Otsego, Minnesota and to pay costs associated with the issuance of the Bonds; and
Co
WHEREAS, the Authority has retained Northland Securities, Inc., in
Minneapolis, Mimnesota ("Northland"), as its independent municipal advisor and is therefore
authorized to sell the Bonds by competitive negotiated sale in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9); and
D. WHEREAS, the Authority has retained Taft Stettinius &Hollister LLP, in
Minneapolis, Minnesota as its bond counsel for purposes of this financing.
135700721v1
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Otsego
Economic Development Authority as follows;
1. Authorization, The Board of Commissioners of the Authority hereby authorizes
Northland to solicit proposals for the competitive negotiated sale of the Bonds.
2. Meeting; Proposal Opening. The Board of Commissioners shall meet at the time
and place specified in the Notice of Sale, in substantially the form attached hereto as Attachment
A, for the purpose of considering sealed proposals for and awarding the sale of the Bonds. The
Secretary, or designee, shall open proposals at the time and place specified in the Notice of Sale.
3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof
are in substantially in the form set forth in the Notice of Sale attached hereto as Attachment A
and hereby approved and made a part hereof.
4. Official Statement. In comlection with the competitive negotiated sale of the
Bonds, the Secretary and other officers or employees of the Authority are hereby authorized to
cooperate with Northland and participate in the preparation of an official statement for the
Bonds, and to execute and deliver it on behalf of the Authority upon its completion.
The motion for the adoption of the foregoing resolution was duly seconded by member
Moores and, after full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof; Stockamp, Dahl, and Moores
and the following voted against the same; Dunlap
Whereupon the resolution was declared duly passed and adopted.
Adopted this 12t1i day of November, 2024 by the Board of Corrrrnissioners of the Otsego
Economic Development Authority.
Its; Secretary
Pies dent
135700721v1
2
STATE OF MEN NESO I A
COUNTY OF WRIGHT
I, the undersigned, being the duly qualified and acting Secretary of the Otsego Economic
Development Authority, Minnesota, DO HEREBY CERTIFY that the attached resolution is a
true and correct copy of an extract of minutes of a meeting of the Board of Commissioners of the
Otsego Economic Development Authority, as such minutes relate to the Authority's $18,420,000
Lease Revenue Bonds, Series 2024A (City of Otsego, Minnesota Lease with Option to Purchase
Project).
WITNESS my hand on November 12, 2024.
135700721v1
ATTACHMENT A
NOTICE OF SALE
$18,420,000*
LEASE REVENUE BONDS, SERIES 2024A
(CITY OF OTSEGO, MINNESOTA LEASE WITH OPTION TO PURCHASE PROJECT)
OTSEGO ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA
(Boole -Entry Only)
NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE:
Proposals (also referred to herein as "bids") will be opened by the Economic Development Authority's (the
"EDA") Treasurer or designee, on Monday, December 9, 2024, at 10:00 A.M., CT, at the offices of
Northland Securities, Inc. (the EDA's "Municipal Advisor"), 150 South 5th Street, Suite 3300,
Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the EDA
Board at its special meeting at the City Offices beginning Monday, December 9, 2024 at 7:00 P.M., CT,
SUBMISSION OF PROPOSALS
Proposals may be:
a) submitted to the office of Northland Securities, Inc.,
b) emailed to PublicSale0g riorthlandsecurities.conn
c) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to
Northland Securities, Inc. by telephone at 612-851-5900 or 612-851-5915, or
d) submitted electronically.
Notice is hereby given that electl•onic proposals will be received via PARITY'"', or its successor, in the
mauler described below, unti110:00 A.M., CT, on Monday, December 9, 2024. Pr°oposals may be submitted
electronically via PARITY"' or its successor, pursuant to this Notice until 10:00 A.M., CT, but no Proposal
will be received after the time for receiving Proposals specified above. To the extent any instructions or
directions set forth in PARITY", or its successor, conflict with this Notice, the terms of this Notice shall
control. For further information about PARITY, or its successor, potential bidders may contact Northland
Securities, Inc. or i-Deal° at 1359 Broadway, 2" d floor, New York, NY 10018, telephone 212-849-5021.
Neither the EDA nor Northland Securities, Inc. assumes any liability if there is a malfunction of
PARITY'' or its successor. All bidders are advised that each Proposal shall be deemed to constitute a
contract between the bidder and the EDA to purchase the Bonds regardless of the manner in which the
Proposal is submitted.
BOOK -ENTRY SYSTEM
The Bonds will be issued by means of a book -entry system with no physical distribution of bond
certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate,
representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the
* The EDA reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be
made in nndtiples of $5,000 and may be made in any mahuity. If any mahu•ity is adjusted, the purchase price will also be adjusted
to maintain the same gross spread.
A-1
135700721v1
name of Cede & Co. as nominee of Depository Trust Company ("DTC"), New York, New York, which
will act as securities depository of the Bonds.
hidividual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof
of a single maturity through book entries made on the books and records of DTC and its participants.
Principal and interest are payable by the EDA through U.S. Bank Trust Company, National Association,
St. Paul, Minnesota (the "Paying Agent/Registrar" and "Trustee"), to DTC, or its nominee as registered
owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the
responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will
be the responsibility of such participants and other nominees of beneficial owners. The successful bidder,
as a condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The
EDA will pay reasonable and customary charges for the services of the Paying Agent/Registrar.
DATE OF ORIGINAL ISSUE OF BONDS
Date of Delivery (Estimated to be December 30, 2024)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Miruiesota Statutes, Sections 469.090 tlu•ough 469.1082 and 465.71,
as amended, a Lease Agreement, between the Otsego Economic Development Authority, Minnesota (the
"EDA") and the City of Otsego, Minnesota (the "City"), an Indenture of Trust, between the EDA and US.
Bank Trust, National Association, St. Paul, Minnesota, as Trustee, a Ground Lease, between the City and
the EDA and a resolution adopted by the EDA's Board of Commissioners on December 9, 2024. Proceeds
will be used to finance a fire and emergency services building (the "Project") and to pay costs associated
with the issuance of the Bonds. The Bonds are special limited obligations of the EDA and do not
constitute an indebtedness of the EDA nor give rise to a charge against the general credit or taxing
powers of the EDA. Neither the full faith and credit nor the taxing powers of the EDA, the City, or
any other governmental entity is pledged for the payment of principal or interest thereon. The Bonds
are payable solely from Rental Payments to be made by the City to the EDA pursuant to a Lease Agreement.
INTEREST PAYMENTS
Interest is due semiamivally on each February 1 and August 1, commencing August 1, 2025, to registered
owners of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth
day (whether or not a business day) of the calendar month next preceding such interest payment date.
MATURITIES
Principal is due amivally on February 1, inclusive, in each of the years and amounts as follows:
Year Amount Year Amount Year Amount Year Amount
2027 $645,000 2032 $755,000 2037 $905,000 2042 $1,105,000
2028 665,000 2033 780,000 2038 940,000 2043 1,155,000
2029 690,000 2034 8105000 2039 975,000 2044 152055000
2030 7105000 2035 8405000 2040 1,015,000 2045 1,2555000
2031 730,000 2036 870,000 2041 1,0%000 2046 1,310,000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds
and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year conforms to the maturity schedule set forth above.
A-2
135700721v1
INTEREST RATES
All rates must be in integral multiples of 1/20th or 1/8th of 1%. The rate for any maturity may not be more
than 2.00% less than the rate for any preceding maturity). All Bonds of the same maturity must bear a single
uniform rate from date of issue to maturity.
ESTABLISHMENT OF ISSUE PRICE
(HOLD -THE -OFFERING -PRICE RULE MAY APPLY — BIDS NOT CANCELLABLE)
The wiruling bidder shall assist the EDA in establishing the issue price of the Bonds and shall execute and
deliver to the EDA at closing an "issue price" or similar certificate setting forth the reasonably expected
initial offering price to the public or the sales price or prices of the Bonds, together with the supporting
pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the wining bidder,
the EDA and Bond Counsel. All actions to be taken by the EDA under this Notice of Sale to establish the
issue price of the Bonds may be taken on behalf of the EDA by the EDA's Municipal Advisor and any
notice or report to be provided to the EDA may be provided to the EDA's Municipal Advisor,
The EDA intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining "competitive
sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds
the "competitive sale requirements") because:
(1) the EDA shall disseminate this Notice of Sale to potential underwriters in a manner that is
reasonably designed to reach potential underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3) the EDA may receive bids from at least three underwriters of municipal bonds who have established
industry reputations for underwriting new issuances of municipal bonds; and
(4) the EDA anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to
purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase
of the Bonds, as specified in the bid.
In the event that the competitive sale requirements are not satisfied, the EDA shall promptly so advise the
wimung bidder. The EDA may then determine to treat the initial offering price to the public as of the award
date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold -the -
Offering -Price Rule as described in the following paragraph (the "Hold -the -Offering -Price Rule"). Bids
will not be subject to cancellation in the event that the EDA determines to apply the Hold -the -Offering -
Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be
subject to the Hold -the -Offering -Price Rule in order to establish the issue price of the Bonds.
By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer
the Bonds to the public on or before the date of award at the offering price or prices (the "Initial Offering
Price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii)
agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will
neither offer nor sell unsold Bonds of any maturity to which the Hold -the -Offering Price Rule shall apply
to any person at a price that is higher than the Initial Offering Price to the public during the period starting
on the award date for the Bonds and ending on the earlier of the following:
(1) the close of the fifth (5') business day after the award date; or
(2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public
at a price that is no higher than the Initial Offering Price to the public (the "10% Test"), at which
time only that particular maturity will no longer be subject to the Hold -the -Offering -Price Rule.
A-3
135700721v1
The EDA aclaiowledges that, in making the representations set forth above, the winning bidder will rely on
(1) the agreement of each underwriter to comply with the requirements for establishing issue price of the
Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule, if
applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii)
in the event a selling group has been created in comlection with the initial sale of the Bonds to the public,
the agreement of each dealer who is a member of the selling group to comply with the requirements for
establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold -
the -Offering -Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related
pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a
party to a thud -party distribution agreement that was employed in connection with the initial sale of the
Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with
the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to
comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, as set forth in the third -party
distribution agreement and the related pricing wires. The EDA further acknowledges that each underwriter
shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing
issue price of the Bonds, including but not limited to, its agreement to comply with the Hold -the -Offering -
Price Rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other
underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to
a third -party distribution agreement to comply with its corresponding agreement to comply with the
requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply
with the Hold -the -Offering -Price Rule if applicable to the Bonds.
By submitting a bid, each bidder confirms that: (i) any agreement among underv�niters, any selling group
agreement and each third party distribution agreement (to which the bidder is a party) relating to the initial
sale of the Bonds to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter, each dealer who is a member of the selling group, and each broker -dealer that
is a party to such third -party distribution agreement, as applicable, (A) to comply with the Hold -the -
Offering -Price Rule, if applicable if and for so long as directed by the winning bidder and as set forth in the
related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to its knowledge,
are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds
to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise
advised by the underwriter, dealer or broker -dealer, the winning bidder shall assume that each order
submitted by the underwriter, dealer or broker -dealer is a sale to the public, and (ii) any agreement among
underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with
the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a
party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds
to the public to require each broker -dealer that is a party to such retail distribution agreement to comply
with the Hold -the -Offering -Price Rule, if applicable, in each case if and for so long as directed by the
wimling bidder or the underwriter and as set forth in the related pricing wires.
Notes; Sales of any Bonds to anyperson that is a related party to an underlvriter participating in the initial
sale of the Bonds to the public (each such term being used as deft.ned below) shall not constitute sales to
the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(1) `public " means any person other than an underwriter or a related party,
(2) "underwriter " means (A) any person that agrees pursuant to a written contract with the EDA (or
ivith the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the
public (including a member of a selling group or a party to a third paro) distribution agreement
participating in the initial sale of the Bonds to the public).
(3) a purchaser of any of the Bonds is a "related paro) " to an underwriter if the underwriter and the
purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting
power or the total value of their stock, if both entities are corporations (including direct ownership
A-4
135700721v1
by one corporation or another), (B) more than 50% common ownership of their• capital interests
or profits interests, if both entities are partnerships (including direct mimership by one partnership
of another), or (C) more than 50% common oumership of the value of the outstanding stock of the
corporation or the capital interests or• prof t interests of the partnership, as applicable, if one entity
is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other), and
(4) "sale date" means the date that the Bonds are awarded by the EDA to the i4)inning bidder,
ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The EDA reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or
decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted,
the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made
promptly after the sale and prior to the award of Proposals by the EDA and shall be at the sole discretion of
the EDA. The successful bidder may not withdraw or modify its Proposal once submitted to the EDA for
any reason, including post -sale adjustment. Any adjustment shall be conclusive and shall be binding upon
the successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on February 1, 2034 tln•ough 2046 are subject to redemption and prepayment at the option
of the EDA on February 1, 2033 and any date thereafter, at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and
principal amounts within each maturity to be redeemed shall be determined by the EDA 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.
EXTRAORDINARY REDEMPTION
The Bonds shall be subject to extr°aordinary redemption and prepayment, in whole but not hi paid, at the
option of the EDA on any date if there occurs an event of damage, destruction or condemnation relating to
the Project and the EDA determines that rebuilding, restoration and replacement of the Project to an
acceptable condition would not be economically feasible, subject to the provision so of the Lease relating
thereto. Such extraordinary optional redemption shall be at a price equal to the principal amount to be
redeemed plus accrued interest to the redemption date without premium.
CUSIP NUMBERS
If the Bonds qualify for assigmnent of CUSIP numbers such numbers will be printed on the Bonds, but
neither the failure to pr7nt such numbers on any Bond nor any error with respect thereto shall constitute cause
for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in
accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assigrunent of
CUSIP identification numbers shall be paid by the successful bidder.
A-5
135700721v1
DELIVERY
Delivery of the Bonds will be within thirty days after award, subject to an approving legal opinion by Taft
Stettinius & Hollister LLP, Bond Counsel. The legal opinion will be paid by the EDA and delivery will be
anywhere in the continental United States without cost to the successful bidder at DTC.
TYPE OF PROPOSAL
Proposals of not less than $18,143,700 (98.25%) and accrued interest on the principal sunn of $18,143,000
roust be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to
legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to:
Adam Flaherty, EDA Executive Director
13400 90t1' St. NE
Otsego, Minnesota 55330
A good faith deposit (the "Deposit") in the amount of $368,400 in the form of a federal wire transfer
(payable to the order of the EDA) is only required from the apparent winningbidder, and must be received
within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive
notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is
not received from the apparent winning bidder in the time allotted, the EDA may choose to reject their
Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original
proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer.
The EDA will retain the Deposit of the successful bidder, the amount of which will be deducted at
settlement and no interest will accrue to the successful bidder, hn the event the successful bidder fails to
comply with the accepted Proposal, said amount will be retained by the EDA. No Proposal can be
withdrawn after the time set for receiving Proposals unless the meeting of the EDA scheduled for award
of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been
made.
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost
(TIC) basis. The EDA's computation of the interest rate of each Proposal, in accordance with customary
practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The EDA
All reserve the right to: (h) waive non -substantive informalities of any Proposal or of matters relating to
the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any
Proposal which the EDA determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the
initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions
of the internal Revenue Code of 1986, as amended.
A-6
135700721v1
OFFICIAL STATEMENT
By awarding the Bonds to any underwriter or underwriting syndicate submitt ng a Proposal therefor, the
EDA agrees that, no more than seven business days after the date of such award, it shall provide to the
senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement
in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB).
FULL CONTINUING DISCLOSURE UNDERTAHING
The City, as the Obligated Party, will covenant in a resolution and in a Continuing Disclosure
Undertaking to provide, or cause to be provided, annual financial information, including audited financial
statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12,
NO BAND QUALIFICATION
The EDA will not designate the Bonds as qualified tax-exempt obligations for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond hisurance or commitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in
the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful
bidder, except that, if the EDA has requested and received a rating on the Bonds from a rating agency, the
EDA will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful
bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the
successful bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery
on the Bonds.
The EDA reserves the right to reject airy and all Proposals, to waive infon°malities and to adjourn the sale.
Dated: November 12, 2024 BY ORDER OF THE OTSEGO ECONOMIC DEVELOPMENT
AUTHORITY, MINNESOTA
/s/Adam Flaherty
EDA Executive Director
Additional hformation may be obta>lied fi•om:
Northland Securities, hlc.
150 South 50' Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-85 1 -5900
A-7
135700721v1
EXHIBIT A
[FORM OF ISSUE PRICE CERTIFICATE -COMPETITIVE SALE SATISFIED]
The undersigned, on behalf of (the "Underwriter"),
hereby certifies as set forth below with respect to the sale of the Lease Revenue Bonds, Series 2024A City
Of Otsego, Minnesota Lease With Option to Purchase Project) (the "Bonds") of the Otsego Economic
Development Authority, Minnesota (the "Issuer").
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the
Public by the Underwriter are the prices listed in Schedule A (the "Expected Offering Prices"). The
Expected Offering Prices are the prices for the Maturities of the Bonds used by the Underwriter in
formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid
provided by the Underwriter to purchase the Bonds.
its bid.
(b) The Underwriter was not given the opportunity to review other bids prior to submitting
(c) The bid submitted by the Underwriter constituted a firm offer to purchase the Bonds.
2. Defined Terms.
(a) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate Maturities,
(b) "Public" means airy person (including an individual, trtiist, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term
"related party" for purposes of this certificate generally means any two or more persons who have greater
than 50 percent common ownership, directly or indirectly.
(c) "Sale Date" means the first day on which there is a bindiing contract in writing for the sale
of a Maturity of the Bonds. The Sale Date of the Bonds is December 95 2024
(d) "Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the
Public (including a member of a selling group or a party to a retail distribution agreement participating in
the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Underwriter's interpretation of any laws, inchiding specifically Sections 103 and
148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer with respect to
certain of the representations set forth in the Nonarbitrage Certificate and with respect to compliance with
the federal income tax rules affecting the Bonds, and by Taft Stettinius & Hollister LLP, Bond Counsel in
connection with rendering its opinion that the interest on the Bonds is excluded from gross income for
135700721v1
federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: December 30, 2024.
[FORM OF ISSUE PRICE CERTIFICATE - HOLD -THE -OFFERING -PRICE R ULE APPLIES)
The undersigned, on behalf of (the
"Underwriter"), on behalf of itself, hereby certifies as set forth below with respect to the sale and issuance
of the Lease Revenue Bonds, Series 2024A City Of Otsego, Mimlesota Lease With Option to Purchase
Project) (the "Bonds") of the Otsego Economic Development Authority, Mimlesota (the "Issuer").
Initial Offering Price of the Bonds.
The Underwriter offered each Maturity of the Bonds to the Public for purchase at the respective
initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy
of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
As set forth in the Notice of Sale and bid award, the Underwriter has agreed ii1 wl°iting that, (i) for
each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person
at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such
Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the
agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall
contain the agreement of each brokerAcaler who is a party to the retail distribution agreement, to comply
with the holdAhc-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has
offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price
for that Maturity of the Bonds during the Holding Period,
Defined Terms.
"Holding Period" means, for each Maturity of the Bonds, the period starting on the Sale Date and
ending on the earlier of (i) the close of the fifth business day after the Sale Date ( ), or
(ii) the date on which the Underwriter has sold at least 10% of such Maturity of the Bonds to the Public at
prices that are no higher than the Initial Offering Price for such Maturity.
"Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity
dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate
Maturities.
"Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related
party" for purposes of this certificate generally means any two or more persons who have greater than 50
percent common ownership, directly or indirectly.
"Sale Date" means the first day on which there is a binding contract in writing for the sale of a
Maturity of the Bonds. The Sale Date of the Bonds is December 9, 2024.
A-9
135700721v1
"Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or
with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds
to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public
(including a member of a selling group or a party to a retail distribution agreement participating in the initial
sale of the Bonds to the Public).
The representations set forth in this certificate are lunited to factual matters only. Nothing in this
certificate represents the Representative's interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer with respect to
certain of the representations set forth in the Nonarbitrage Certificate and with respect to compliance with
the federal income tax rules affecting the Bonds, and by Taft Stettinius & Hollister LLP, Bond Counsel, in
connection with rendering its opinion that the interest on the Bonds is excluded from gross income for
federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: December 30, 2024.
135700721v1