Item 5.1 General Obligation Water Revenue Bond Series 2026A
Request for
City Council Action
DEPARTMENT INFORMATION
ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE:
Administration City Administrator/Finance Director Flaherty August 24, 2026
PRESENTER(s) REVIEWED BY: ITEM #:
Administration Municipal Advisors – Northland Securities, Inc.
Bond Counsel – Taft Law
5.1 – GO Revenue 2026A
STRATEGIC VISION
MEETS: THE CITY OF OTSEGO:
Is a strong organization that is committed to leading the community through innovative communication.
X Has proactively expanded infrastructure to responsibly provide core services.
Is committed to delivery of quality emergency service responsive to community needs and expectations in a
cost-effective manner.
Is a social community with diverse housing, service options, and employment opportunities.
Is a distinctive, connected community known for its beauty and natural surroundings.
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff is recommending that the City Council approve a municipal advisory service agreement with Northland
Securities, Inc. and to authorize a competitive negotiated sale of general obligation bonds.
ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED?
Yes No
BACKGROUND/JUSTIFICATION:
Municipal Advisory Service Agreement
The agreement is between the City of Otsego and Northland Securities, Inc (Northland). The agreement outlines the
services to be provided by Northland that are necessary in connection with the sale of the series 2026A General
Obligation Water Revenue Bond.
The agreements outline the compensation to Northland for the services provided in the amount of $71,600, which are
costs of issuance and will be financed with proceeds of the bond. The City has no obligation to issue the bond under
the terms of the agreement, and in the event no bond is issued, the City has no obligation of fees to Northland.
Minnesota Public Facilities Authority Credit Enhancement Program
The City’s Municipal Advisor, Northland is recommending the City consider application to the Minnesota Public
Facilities Credit Enhancement Program in connection with the proposed issuance of Series 2026A GO Water Revenue
Bonds. The primary benefit of this program would be from the credit rating of the State of Minnesota (AAA) compared
to the credit rating of the City (AA+). While this is only one degree of credit rating difference, the potential interest
savings of the bond issue are estimated between $30,000 to $75,000, which far outweighs the $500 application fee to
this program.
A memorandum outlining this program has been provided by Northland, along with the application form, the program
agreement form, and a resolution authorizing submittal of the necessary documents.
General Obligation Water Revenue Bonds, Series 2026A
The City is progressing with the South Central Water Treatment Facility project, which was a key component of the
Water Master Plan (the Plan) supporting long term goals and implementation phasing to meet growth and water
quality expectations.
At the August 10, 2026, meeting, the City Council approved construction agreements with Rice Lake Construction
Group, and professional engineering service agreements with Advanced Engineering and Environmental Services
(AE2S) for the implementation of this project.
In addition to the water treatment facility, the City’s Capital Improvement Plan includes related projects for the
development of municipal supply and test wells to provide raw water from ground source aquifers and the
construction of raw watermains to bring the supply water to the facility for treatment. The three major components
of this project 1) water treatment facility, 2) wells, and 3) watermains are a long duration project, with construction
activities spanning from 2026 through 2029.
The financing mechanism for these projects is proposed to be issuances of General Obligation Water Revenue bonds
in 2026 and 2028. The memorandum from Northland provides additional context on the justification for two bond
issues rather than one. The bond issues and their respective debt service repayment schedules were factored into the
most recent utility rate study and have been evaluated for future budgeting and utility rate adjustments.
The attached finance plan outlines an overview of the estimated bond issue which will be conducted by a competitive
negotiated sale where the City receives competitive proposals for the sale of the bonds. The attached resolution
provides authorization for this process.
Special Meeting (TBD)
The Finance Plan currently outlines a sale date of Tuesday October 6, 2026. Under normal circumstances, this would
have been scheduled for the regular meeting agenda; however, October 12, 2026, is Indigenous People’s Day (State) /
Columbus Day (Federal), and given that is a holiday, the banking and bond markets are closed which prevents the sale
of the bonds on that day. City staff and Northland are proposing this date to not further delay the proceeds of the
bond being available to finance project costs. Staff and Northland will continue to refine the sale date depending
upon the rating agency and credit enhancement program approval. Once the sale date is finalized, City staff will
determine the need to schedule a special meeting to consider award of the bonds and schedule accordingly with the
City Council.
Remaining Steps
Pending approval by the City Council, the resolution in the packet will provide for the competitive negotiated sale of
the bond issue, ultimately authorizing City staff to continue the process, which is outlined as follows:
- Week of September 14: Credit Rating Analysis Call with S&P Global Ratings
- Week of September 25: Credit Rating Expected from S&P Global Ratings
- October 6 (TBD): Competitive Negotiated Sale
- October 6 (TBD): City Council Consider Award of Bonds
- November 5: Bond will Close and Proceeds will be Available
SUPPORTING DOCUMENTS ATTACHED:
• Municipal Advisory Service Agreement
• Memorandum from Northland Securities, Inc.
• Resolution 2026-75 (Credit Enhancement Program)
• Credit Enhancement Program Application
• Credit Enhancement Program Agreement
• Finance Plan
• Resolution 2026-76
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motions:
1) Approve the Municipal Advisory Service Agreement between the City of Otsego and Northland Securities, Inc.
2) Adopt Resolution 2026-75 Relating to the Issuance of General Obligation Water Revenue Bonds, Series 2026A;
Covenanting and Obligating the City to be Bound by and to Use the Provisions of Minnesota Statutes Section
446A.086 to Guarantee the Payment of the Principal and Interest on the Bonds.
3) Adopt Resolution 2026-76 Authorizing the Competitive Negotiated Sale of General Obligation Water Revenue
Bonds, Series 2026A.
BUDGET INFORMATION
FUNDING: BUDGETED:
Funds 360 & 601 – Water Utility
Yes
MUNICIPAL ADVISORY SERVICE AGREEMENT
BY AND BETWEEN
THE CITY OF OTSEGO, MINNESOTA
AND
NORTHLAND SECURITIES, INC.
This Agreement is made and entered into by and between the City of Otsego, Minnesota (hereinafter
"Client") and Northland Securities, Inc., of Minneapolis, Minnesota (hereinafter "Northland").
WITNESSETH
WHEREAS, the Client desires to have Northland provide it with advice on the structure, terms, timing
and other matters related to the issuance of the General Obligation Water Revenue Bonds, Series
2026A (the “Debt”) serving in the role of municipal (financial) advisor, and
WHEREAS, Northland is a registered municipal advisor with both the Securities and Exchange
Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”) (registration # 866-
00082-00), and
WHEREAS, Northland will act as municipal advisor in accordance with the duties and responsibilities
of Rule G-42 of the MSRB, and
WHEREAS, the MSRB provides a municipal advisory client brochure on its website (www.msrb.org)
that describes the protections that may be provided by the MSRB rules, including professional
competency, fair dealing, duty of loyalty, remedies for disputes and how to file a complaint with an
appropriate regulatory authority, and
WHEREAS, the Client and Northland are entering into this Agreement to define the municipal advisory
relationship at the earliest opportunity related to the inception of the municipal advisory relationship for
the Debt, and
WHEREAS, Northland desires to furnish services to the Client as hereinafter described,
NOW, THEREFORE, it is agreed by and between the parties as follows:
SERVICES TO BE PROVIDED BY NORTHLAND
Northland shall provide the Client with services necessary to analyze, structure, offer for sale and close
the Debt. The services will be tailored to meet the needs of this engagement and may include:
Planning and Development
1. Assist Client officials to define the scope and the objectives for the Debt.
2. Investigate and consider reasonably feasible financing alternatives.
3. Assist the Client in understanding the material risks, potential benefits, structure and other
characteristics of the recommended plan for the Debt, including issue structure, estimated debt
service payments, projected revenues, method of issuance, bond rating, sale timing, and call
provisions.
4. Prepare a schedule of events related to the issuance process.
5. Coordinate with bond counsel any actions needed to authorize the issuance of the Debt.
Municipal Advisory Service Agreement
2
6. Attend meetings of the Client and other project and bond issue related meetings as needed and
as requested.
Bond Sale
1. Assist the Client with the preparation, review and approval of the preliminary official statement
(POS).
2. Assist the Client and bond counsel with preparing and publishing the Official Notice of Sale if
required by law.
3. Prepare and submit application for bond rating(s) and assist the Client with furnishing the rating
agency(s) with any additional information required to conduct the rating review. Assist the Client
with preparing and conducting the rating call or other presentation.
4. Assist the Client in receiving the bids, compute the accuracy of the bids received, and recommend
to the Client the most favorable bid for award.
5. Coordinate with bond counsel the preparation of required contracts and resolutions.
Post-Sale Support
1. Assist the Client with the preparation of final official statement, distribution to the underwriter and
posting on EMMA.
2. Coordinate the bond issue closing, including making all arrangements for bond printing,
registration, and delivery.
3. Furnish to the Client a complete transcript of the transaction, if not provided by bond counsel.
There are no specific limitations on the scope of this agreement.
COMPENSATION
For providing these services with respect to the Debt, Northland shall be paid a lump sum of $71,600.
The fee due to Northland shall be payable by the Client upon the closing of the Bonds.
Northland agrees to pay the following expenses from its fee:
• Out-of-pocket expenses such as travel, long distance phone, and copy costs.
• Production and distribution of material to rating agencies and/or bond insurance companies.
• Preparation of the bond transcript.
The Client agrees to pay for all other expenses related to the processing of the bond issue(s) including,
but not limited to, the following:
• Engineering and/or architectural fees.
• Publication of legal notices.
• Bond counsel and local attorney fees.
• Fees for various debt certificates.
• The cost of printing Official Statements, if any.
• Client staff expenses.
• Airfare and lodging expenses of one Northland official and Client officials when and if traveling for
rating agency presentations.
• Rating agency fees, if any.
• Bond insurance fees, if any.
• Accounting and other related fees.
It is expressly understood that there is no obligation on the part of the Client under the terms of this
Agreement to issue the Debt. If the Debt is not issued, Northland agrees to pay its own expenses and
receive no fee for any municipal advisory services it has rendered pursuant to this Agreement.
Municipal Advisory Service Agreement
3
CONFLICTS OF INTEREST
Northland, as your Municipal Advisor, mitigates conflicts through its adherence to its fiduciary duty to
the Client, which includes a duty of loyalty to the Client in performing all municipal advisory activities
for the Client. This duty of loyalty obligates Northland to deal honestly and with the utmost good faith
with the Client and to act in the Client’s best interests without regard to our own financial or other
interests. In addition, because Northland is a broker-dealer with significant capital due to the nature of
its overall business, the success and profitability of Northland is not dependent on maximizing short-
term revenue generated from individualized recommendations to its clients but instead is dependent
on long-term profitably built on a foundation of integrity, quality of service and strict adherence to its
fiduciary duty. Furthermore, Northland’s municipal advisory supervisory structure leverages our long-
standing and comprehensive broker-dealer supervisory processes and practices, and provides strong
safeguards against individual representatives of Northland potentially departing from our regulatory
duties due to personal interests. The disclosures below describe, as applicable, any additional
mitigations that may be relevant with respect to any specific conflict disclosed below.
Northland serves a wide variety of other clients that may from time to time have interests that could
have a direct or indirect impact on the interests of the Client. For example, Northland serves as
Municipal Advisor to other Municipal Advisory clients and, in such cases, owes a regulatory duty to
such other clients just as it does to the Client under this Agreement. These other clients may, from time
to time and depending on the specific circumstances, have competing interests, such as accessing the
new issue market with the most advantageous timing and with limited competition at the time of the
offering. In acting in the interests of its various clients, Northland could potentially face a conflict of
interest arising from these competing client interests. In other cases, as a broker-dealer that engages
in underwritings of new issuances of municipal securities by other municipal entities, the interests of
Northland to achieve a successful and profitable underwriting for its municipal entity underwriting clients
could potentially constitute a conflict of interest if, as in the example above, the municipal entities that
Northland serves as underwriter or municipal advisor have competing interests in seeking to access
the new issue market with the most advantageous timing and with limited competition at the time of
the offering. However, none of these other engagements or relationships would impair Northland’s
ability to fulfill its regulatory duties to the Client.
The compensation for services provided in this Agreement is customary in the municipal securities
market, however, it may pose a conflict of interest. The fees due under this Agreement are in a fixed
amount established at the outset of the Agreement. The amount is usually based upon an analysis by
Client and Northland of, among other things, the expected duration and complexity of the transaction
and the Scope of Services to be performed by Northland. This form of compensation presents a
potential conflict of interest because, if the transaction requires more work than originally contemplated,
Northland may suffer a loss. Thus, Northland may recommend less time-consuming alternatives, or
fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by supervisory policies
and procedures to ensure the scope of services within the transaction align with other comparable
engagements. By executing this Agreement, the Client acknowledges and accepts the potential
conflicts of interest posed by the compensation to Northland. Northland does not participate in any
payments to be retained, nor participate in any fee splitting agreements or arrangements.
Northland is a subsidiary of Northland Capital Holdings, Inc. First National of Nebraska, Inc. (“FNNI”),
is the parent company of Northland Capital Holdings, Inc. and First National Bank of Omaha.
Under FNNI, Northland and its affiliates are comprised of a securities firm and a commercial bank.
These entities provide investment banking, asset management, financing, financial advisory services
Municipal Advisory Service Agreement
4
and other commercial and investment banking products and services to a wide range of corporations
and individuals. In addition, Northland and its affiliates currently have, and may in the future have,
investment and commercial banking, trust, and other relationships with parties that may relate to assets
of, or be involved in the issuance of securities and/or instruments by, the Client and its affiliates. In the
ordinary course of their respective businesses, Northland and its affiliates have engaged, and may in
the future engage, in transactions with, and perform services for, the Client and its affiliates for which
they received or will receive customary fees and expenses.
Northland is a broker-dealer that engages in a broad range of securities-related activities to service its
clients, in addition to serving as a Municipal Advisor or Underwriter. Such securities-related activities,
which may include but are not limited to the buying and selling of outstanding securities, including
securities of the Client, may be undertaken on behalf of, or as counterparty to, the Client, and current
or potential investors in the securities of the Client. These other Northland clients may, from time to
time and depending on the specific circumstances, have interests in conflict with those of the Client,
such as when their buying or selling of the Client’s securities may have an adverse effect on the market
for the Client’s securities. However, any potential conflict arising from Northland effecting or otherwise
assisting such other clients in connection with such transactions is mitigated by means of such activities
being engaged in on customary terms through other business units of Northland that operate
independently from Northland’s Municipal Advisory business, thereby reducing or eliminating the
likelihood that the interests of such other clients would have an impact on the services provided by
Northland to the Client under this Agreement. Northland has policies and procedures in place to ensure
that Northland as a broker-dealer or its affiliates are not participating in bidding or determining market
prices for the Client’s transaction that is covered under this Agreement.
Northland Bond Services is a division of First National Bank of Omaha. Northland Bond Services
provides paying agent services to issuers of municipal bonds. The Client is solely responsible for the
decision on the source of paying agent services. Any engagement of Northland Bond Services is
outside the scope of this Agreement. No compensation paid to Northland Bond Services is shared with
Northland Securities.
Northland is not aware of any additional material conflicts of interest that could reasonably be
anticipated to impair Northland’s ability to provide advice to or on behalf of the Client in accordance
with the standards of conduct for municipal advisors.
LEGAL AND DISCIPLINARY ACTIONS
The Client can find information about legal or disciplinary events reported by the Securities and
Exchange Commission contained in Form MA or Form MA-I related to Northland at
www.sec.gov/municipal/oms-edgar-links.
SUCCESSORS OR ASSIGNS
The terms and provisions of this Agreement are binding upon and inure to the benefit of the Client and
Northland and their successors or assigns.
TERM OF THIS AGREEMENT
This Agreement may be terminated by thirty (30) days written notice by either the Client or Northland
and it shall terminate sixty (60) days following the closing date related to the issuance of the Debt.
Municipal Advisory Service Agreement
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Dated this 24th day of August, 2026.
Northland Securities, Inc.
By: __________________________________
Jessica Green, Managing Director
By: _________________________________
Craig Jones, Managing Director
City of Otsego, Minnesota
By: _________________________________
Its: _________________________________
Northland Securities, Inc. 45 South 7th Street, Suite 2000, Minneapolis, MN 55402 Toll Free 1-200-851-2920 Main 612-851-5900
www.northlandsecurities.com
Member FINRA and SIPC
MEMORANDUM
To:
From:
Date:
Re:
Adam Flaherty, City Administrator & Finance Director, City of Otsego
Jessica Green, Managing Director
August 18, 2026
General Obligation Water Revenue Bonds, Series 2026A
The City of Otsego (the “City”) intends to issue General Obligation Water Revenue Bonds to finance
the construction of the City’s South Central Water Treatment Plant. Given the overall scope and
timing of the project, it is recommended that the City proceed with a ‘split’ bond issuance, with the first
issuance of bonds sold in the fall of 2026, and a second issuance occurring in 2028 (more specific
timing will be determined as the project nears completion), rather than pursing a single bond
issuance. This approach is anticipated to reduce interest expense to the City, and it is consistent with
the City’s utility rate study.
In Minnesota, General Obligation (“G.O.”) Utility Revenue Bonds are considered “double-barreled,”
meaning they are secured by the net revenues of specific utility funds, and they carry the backstop of
the City’s ability to levy property taxes, if and when needed. Cities in Minnesota also have access to
another tool that further enhances the security of the City’s bonds: the Minnesota Public Facilities
Authority (the “MPFA”) Credit Enhancement Program (the “Program”). The Program provides a
limited state guarantee for G.O. bonds issued to finance the construction of certain public
facilities. If a city is unable to meet debt service payments, the State of Minnesota steps in —
advancing funds to cover the debt service shortfall until the City is again able to make payments
on its own. Of course, any draw on the guarantee would be required to be repaid to the MPFA in
time, but the guarantee itself provides confidence to investors (bondholders) that they will
receive their portion of debt service payments as agreed.
It should also be noted that bonds that carry the Program’s enhancement typically benefit from
lower interest rates, as the State of Minnesota maintains a “AAA” rating from the three major
rating agencies, S&P, Moody’s and Fitch. While bonds sold with the enhancement do not price
the same as AAA-rated bonds, interest rates are often at a mid-point between a city’s rating and
the State’s rating. In recent years, Otsego’s G.O. bonds have carried an AA+ rating. The
difference between interest rates for AA+ bonds and AAA bonds, on average, is approximately
5 basis points (.05%). We would expect the City’s bonds to benefit from the Program’s
enhancement by at least 1 basis point, if not 2 or 2.5 basis points (.01-.025%). At one basis
point, we would anticipate the “savings” from the program to be approximately $30,000. If 2 or
2.5 basis points, we would estimate the “savings” to be approximately $60,000-$75,000 over the
life of the bonds. Based on these savings estimates, we are recommending that the City apply
for the Program. The program application fee is $500.
An application and resolution authorizing the submission of the application to the MPFA are
included in the City Council’s meeting packet. Additional materials, including a Finance Plan and
Set-Sale resolution for the bond issue, are also included in the packet.
CERTIFICATION OF MINUTES
RELATING TO GENERAL OBLIGATION WATER REVENUE BONDS, SERIES
2026A; COVENANTING AND OBLIGATING
THE CITY TO BE BOUND BY AND TO USE THE PROVISIONS OF
MINNESOTA STATUTES, SECTION 446A.086 TO GUARANTEE THE
PAYMENT OF THE PRINCIPAL AND INTEREST ON THE BONDS
ISSUER: City of Otsego, Minnesota
BODY: City Council
KIND, DATE, TIME AND PLACE OF MEETING:
A regular meeting held on Monday, August 24, 2026, at 7:00 p.m., in the Council
Chambers at the Otsego Prairie Center (8899 Nashua Avenue NE).
MEMBERS PRESENT:
MEMBERS ABSENT:
Documents Attached: Extract of Minutes of said meeting.
RESOLUTION 2026-75
RESOLUTION RELATING TO THE ISSUANCE OF
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2026A;
COVENANTING AND
OBLIGATING THE CITY TO BE BOUND BY AND TO USE THE
PROVISIONS OF MINNESOTA STATUTES, SECTION 446A.086
TO GUARANTEE THE PAYMENT OF THE PRINCIPAL
AND INTEREST ON THE BONDS
I, the undersigned, being the duly qualified and acting recording officer of the public corporation
issuing the obligations referred to in the title of this certificate, certify that the documents attached
hereto, as described above, have been carefully compared with the original records of said
corporation in my legal custody, from which they have been transcribed; that said documents are
a correct and complete transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to said
obligations; and that said meeting was duly held by the governing body at the time and place and
was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS MY HAND officially as such recording officer on August 24, 2026.
City Administrator/Finance Director
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF OTSEGO,
STATE OF MINNESOTA
HELD: MONDAY, AUGUST 24, 2026
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Otsego, State of Minnesota, was duly held on Monday, August 24, 2026, at 7:00 p.m.
Member ____________ introduced the following resolution and moved its
adoption:
RESOLUTION 2026-75
RESOLUTION RELATING TO THE ISSUANCE OF
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2026A;
COVENANTING AND
OBLIGATING THE CITY TO BE BOUND BY AND TO USE THE
PROVISIONS OF MINNESOTA STATUTES, SECTION 446A.086
TO GUARANTEE THE PAYMENT OF THE PRINCIPAL
AND INTEREST ON THE BONDS
BE IT RESOLVED by the City Council of the City of Otsego, State of Minnesota (herein,
the “City”), as follows:
1. The City Council hereby finds and declares that it is necessary and expedient for the City
to sell and issue its fully registered general obligation water revenue Bonds in the total
aggregate principal amount of approximately $26,000,000 (herein, the “Bonds”). The
proceeds of the Bonds will be used, together with any additional funds of the City which
might be required, to finance (i) water treatment plant and other water utility improvement
projects, among other purposes and (ii) to pay the costs associated with issuing the Series
2026A Bonds.
2. Minnesota Public Facilities Authority Credit Enhancement Program
The following documents have been submitted to the Council and are on file in the office
of the City Administrator:
A. Form of Minnesota Public Facilities Authority (the “PFA”) Credit Enhancement
Program Agreement (the “Agreement”); and
B. Application for Participation in the PFA Credit Enhancement Program (the
“Application”).
The Agreement and the Application are authorized and approved in substantially the forms
presented to the Council. Submission of the Application to the PFA and payment of related
fees are approved. The Agreement shall be prepared for execution in accordance with the
approved forms and shall be signed by the manual signature of the Mayor and attested by
the manual signature of the City Administrator/Finance Director.
The City hereby covenants and obligates itself to be bound by the provisions of Minnesota
Statutes, Section 446A.086, as it may be amended from time to time (the “Credit
Enhancement Act”). The City understands that as a result of its covenant to be bound by
the provisions of the Credit Enhancement Act, the provisions of the Credit Enhancement
Act shall be binding as long as any Bonds of this issue remain outstanding.
The City further covenants to comply with all procedures now or hereafter established
pursuant to the Credit Enhancement Act by the PFA and otherwise to take such actions as
necessary to comply with the Credit Enhancement Act. The Mayor or City
Administrator/Finance Director is authorized to execute any applicable PFA forms and to
provide for the payment of the City’s application fee of $500.00 payable to the Authority,
which fee is required to be submitted with the executed forms.
The motion for the adoption of the foregoing resolution was duly seconded by Member
___________, and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
C R E D I T
E N H A N C E M E N T
P R O G R A M
A P P L I C A T I O N F O R
P A R T I C I P A T I O N
GENERAL INFORMATION AND INSTRUCTIONS: Minnesota Statutes, Section 446A.086 provides a procedure for the State to preclude
default on general obligation bonds issued by cities and counties for certain specified purposes. The governmental unit must enter into an agreement
with the Minnesota Public Facilities Authority (“MPFA”) under which it covenants and obligates itself to be bound by this statute prior to the
issuance of debt obligations in order to participate in this program. The purpose of this application is to: (1) inform the MPFA that participation in
the program is desired, (2) request that the MPFA execute the Credit Enhancement Program Agreement.
T O B E C O M P L E T E D B Y T H E G O V E R N M E N T A L U N I T
Name of Governmental Unit
City of Otsego, Minnesota
Address
13400 90 St NE
City
Otsego
Zip Code
55330
Name of City/County Contact Person
Adam Flaherty
Title
City Administrator/Finance Director
Telephone Number
763-235-3161
Email address
aflaherty@otsegomn.go
v
Authorized signer 1
Adam Flaherty
Title
City Administrator/Finance Director
Email address
aflaherty@otsegomn.gov
Authorized signer 2
Jessica Stockamp
Title
Mayor
Email address
JStockamp@otsegomn.gov
BOND
ISSUE
INFORMATION
Title/Description of Bonds
GO Water Revenue Bonds, Series 2026A
Total Amount to be Issued:
$ 26,000,000
Purpose for which bonds are being issued:
water treatment plant and other water utility improvements
Dated Date
November 5, 2026
Expected Sale/Pricing Date
October 6, 2026 Final Maturity Date
02/01/2047
B O N D C O U N S E L I N F O R M A T I O N
Bond Counsel Firm
Taft Stettinius & Hollister
Bond Counsel Contact Person
Mary Webster
Address
City, State Zip
80 S. 8th St
Telephone Number
612-977-8185
Fax Number
Email:mwbester@taftlaw.com
P A Y I N G A G E N T I N F O R M A T I O N
Paying Agent
Northland Bond Services, a division of First National Bank of
Omaha
Contact Person
Ben Richardson, Sr. Associate, Bond Paying Agent
Address
City, State Zip
150 South Fifth Street, Suite 3300, Minneapolis, MN 55402
Email address
brichardson@fnbo
M U N I C I P A L A D V I S O R I N F O R M A T I O N
Municipal Advisor
Northland Securities, Inc.
Contact Person
Jenny Broden
Phone Number
612-851-4954
Email address
jbroden@northlandsecurities.com
Application Submittal Date: August 24, 2026 * This date should be at least two weeks prior to expected sale/pricing date. If less time, please
contact the PFA.
THIS COMPLETED APPLICATION FORM MUST BE ACCOMPANIED BY:
1. PDF copy of the fully completed Credit Enhancement Program Agreement, executed with signatures by the Governmental Unit and the Paying
Agent. The form of agreement provided by the Public Facilities Authority must not be altered.
2. An opinion of bond counsel in the form required.
3. Copy of resolution authorizing the governmental unit to enter into the Credit Enhancement Program Agreement and obligating th e governmental
unit to be bound by the provisions of Minnesota Statutes Section 446A.086.
4. A nonrefundable application fee of $500 in the form of a wire transfer to the Minnesota Public Facilities Authority after Authority approval.
PLEASE SUBMIT BY EMAIL TO: MN.PFA@state.mn.us
Minnesota Public Facilities Authority
1st National Bank Building, Suite W820
332 Minnesota Street
St. Paul, MN 55101-1378 (rev. 8/21)
CE Program Agreement Page 1 of 3
(rev. 9/19)
MINNESOTA PUBLIC FACILITIES AUTHORITY
CREDIT ENHANCEMENT PROGRAM AGREEMENT
This Credit Enhancement Program Agreement, ("the Agreement"), is made between the
Minnesota Public Facilities Authority (the "Authority") and City of Otsego , Minnesota
(the "Governmental Unit"), in order to comply with the requirements of Minnesota Statutes,
Section 446A.086 (the “Act”). The Governmental Unit has passed a resolution dated August 24,
2026, (the “Resolution) authorizing the issuance of its $26,000,000 GO Water Revenue Bonds,
Series 2026A (the “Bonds”), the proceeds of which will be used to provide funds for water
treatment plant and other water utility improvements . The Governmental Unit represents
that the Resolution authorizes the Governmental Unit to enter into this Agreement and obligates
the Governmental Unit to be bound by the provisions of the Act. The Governmental Unit and
the Authority agree as follows:
Section 1. The Governmental Unit will deposit with Northland Bond Services, a
division of First National Bank of Omaha (and any subsequent paying agent) (the
“Paying Agent”) three business days before the date on which each payment is due on the
Bonds an amount sufficient to make that payment.
Section 2. The Governmental Unit will notify the Authority not less than 15 business
days prior to the date a payment is due on the Bonds if the Governmental Unit will be
unable to make all or a portion of the payment. Notification shall be provided by faxing
and mailing a completed and executed Notification of Potential Default form to the
Authority.
Section 3. The Governmental Unit will include a provision in its agreement with the
Paying Agent for the Bonds that requires the Paying Agent to immediately inform the
Minnesota Commissioner of Management and Budget, with a copy to the Authority, if
the Paying Agent becomes aware of a default or potential default in the payment of
principal or interest on the Bonds or if, on the day two business days before the date a
payment is due on the Bonds, there are insufficient funds on deposit with the Paying
Agent to make the payment. For purposes of this paragraph and the Act, funds invested
in a refunding escrow account established under Minnesota Statutes, Section. 475.67 that
are to become available to the Paying Agent on a principal or interest payment date are
deemed to be on deposit with the Paying Agent three business days before the payment
date.
Section 4. The provisions of this Agreement are binding with respect to the Bonds as
long as the Bonds remain outstanding.
Section 5. According to its terms, the Act is a contract with bondholders and may not be
amended or repealed for the covered bonds so long as the covered bonds are outstanding.
Section 6. The Governmental Unit agrees to provide the Authority with a copy of the
final debt service schedule for the Bonds within 30 days of the closing date and an
estimate of the interest savings that will be achieved by participation in the program.
CE Program Agreement Page 2 of 3
(rev. 9/19)
Section 7. The Authority has reviewed the application of the Governmental Unit dated
August 24, 2026, and, based solely upon the application, the opinion of bond counsel and
the provisions of this Agreement, verifies that the Bonds are participating in the Credit
Enhancement Program established pursuant to the Act, and that if the Governmental Unit
is unable to make any portion of the payment on the Bonds on or before the date due, the
State of Minnesota, acting through the Authority, shall make such payment in its place
pursuant to the Act, providing that funds are available in the State General Fund. The
obligation to make a payment under the Act is not a general obligation of the State
of Minnesota. The Act does not obligate the legislature to provide for the
availability of funds in the General Fund for this purpose.
Section 8. The Authority will provide to the Governmental Unit upon request, or to its
duly authorized agent, any information which the State of Minnesota files with the
Nationally Recognized Municipal Securities Information Repositories pursuant to the
State’s obligations under rule 15c2-12.
Section 9. The Governmental Unit agrees to notify the Authority if the Paying Agent is
replaced by a subsequent paying agent and to provide to the Authority a certification by
the subsequent paying agent in the form set forth for the original paying agent below.
IN WITNESS WHEREOF, the Authority and the Governmental Unit acknowledge their assent to
this Agreement and agree to be bound by its terms and the terms of the Act through their
signatures entered below.
1. CITY OF OTSEGO, MINNESOTA:
By: ________________________________
Title: Mayor
Date: ______________________________
By: ________________________________
Title: City Administrator/Finance Director
Date: _______________________________
2. PUBLIC FACILITIES AUTHORITY:
By (auth. signature): ________________________
Title: Executive Director
Date: ____________________________________
3. COMMISSIONER OF ADMINISTRATION:
As delegated to: Office of State Procurement
By (auth. signature): _______________________
Date: ___________________________________
Admin ID: _______________________________
CE Program Agreement Page 3 of 3
(rev. 9/19)
PAYING AGENT CERTIFICATION
The undersigned Paying Agent for the bonds of Otsego , Minnesota in the
original principal amount of $ 26,000,000 referred to in the Agreement to
which this certification is attached acknowledges, understands, and agrees to be
bound by the procedures contained in Minnesota Statutes, Section 446A.086 and
the Agreement which, in part, requires that the Paying Agent notify the Minnesota
Commissioner of Management and Budget, with a copy to the Minnesota Public
Facilities Authority if it becomes aware of a default or a potential default in the
payment of principal or interest on those debt obligations, or if, on the day two
business days prior to the date a payment is due on those debt obligations, there
are insufficient funds to make the payment on deposit with the Paying Agent.
Notification shall be provided by faxing and mailing a completed and executed
Paying Agent Notification of Potential Default form to the Commissioner of
Management and Budget and the Authority.
I, Ben Richardson, do hereby certify that I am a Sr. Associate, Bond Paying
Agent. duly appointed and acting as such, of the Paying Agent, and am authorized
to execute this Certificate on behalf of the Paying Agent.
By: _______________________________________ Date: _____________
Signature - Paying Agent Authorized Representative
TO BE COMPLETED BY THE PAYING AGENT
Name of Paying Agent
Northland Bond Services, a division of First National Bank of Omaha
Address
150 South Fifth Street, Suite 3300
City
Minneapolis
State
MN
Zip
55402
Paying Agent Contact Person
Ben Richardson
Title
Sr. Associate, Bond Paying Agent
Telephone Number
612-851-5961
Fax Number
Paying Agent’s Name of Bank
First National Bank of Omaha
Paying Agent’s Bank Account Name
Northland Bond Services, a division of First National Bank of
Oh Bank Association Number
104-000-016
Paying Agent Bank Account Number
11090200401110
Paying Agent Federal Tax ID
47-0259043
State Tax ID
1069756
Finance Plan
City of Otsego, Minnesota
$26,000,000
General Obligation Water Revenue Bonds,
Series 2026A
August 24, 2026
150 South 5th Street, Suite 3300
Minneapolis, MN 55402
612-851-5900 800-851-2920
www.northlandsecurities.com
Member FINRA and SIPC | Registered with SEC and MSRB
Northland Securities, Inc. Page 2
Contents
Executive Summary .............................................................................................................................. 1
Issue Overview ...................................................................................................................................... 2
Purpose ........................................................................................................................................................ 2
Authority ....................................................................................................................................................... 2
Structure ...................................................................................................................................................... 2
Security and Source of Repayment .................................................................................................. 2
Plan Rationale ........................................................................................................................................... 2
Issuing Process ......................................................................................................................................... 2
Attachment 1 – Preliminary Debt Service Schedule ...................................................................... 3
Attachment 2 – Related Considerations ........................................................................................... 4
No Bank Qualification ..................................................................................................................... 4
Arbitrage Compliance ..................................................................................................................... 4
Continuing Disclosure ..................................................................................................................... 4
Premiums ............................................................................................................................................. 4
Rating .................................................................................................................................................... 5
Attachment 3 – Calendar of Events ................................................................................................... 6
Attachment 4 - Risk Factors ................................................................................................................ 7
Northland Securities, Inc. Page 1
Executive Summary
The following is a summary of the recommended terms for the issuance of $26,000,000 General
Obligation Water Revenue Bonds, Series 2026A (the “Bonds” or “2026A Bonds”). Additional
information on the proposed finance plan and issuing process can be found after the Executive
Summary, in the Issue Overview and Attachment 2 – Related Considerations.
Purpose Proceeds from the Bonds will be used to fund the construction
of a water treatment plant and related water utility
improvements and to pay the costs of issuance of the Bonds.
Security The Bonds will be a general obligation of the City. The City will
pledge net revenues of the City’s water utility for payment of the
Bonds.
Repayment Term The Bonds will mature annually each February 1 in the years
2028 - 2047. Interest on the Bonds will be payable on August
1, 2027 and semiannually thereafter on each February 1 and
August 1.
Estimated Interest Rate True interest cost (TIC): 4.15%
Prepayment Option Bonds maturing on and after February 1, 2035 will be subject to
redemption on February 1, 2034 and any day thereafter at a
price of par plus accrued interest.
Rating A rating will be requested from Standard and Poor’s (S&P). The
City’s general obligation debt is currently rated "AA+" by S&P.
The Bonds will also be rated on the State of Minnesota Credit
Enhancement Program, which is currently rated “AAA” by S&P.
Tax Status The Bonds will be tax-exempt, non-bank qualified obligations.
Risk Factors There are certain risks associated with all debt. Risk factors
related to the Bonds are discussed in Attachment 4.
Type of Bond Sale Public Sale – Competitive Bids
Proposals Received Tuesday, October 6, 2026 @ 10:30 A.M.
Council Consideration Tuesday, October 6, 2026 @ 7:00 P.M.
Northland Securities, Inc. Page 2
Issue Overview
Purpose
Proceeds from the Bonds will be used to fund a water treatment plant and other water utility
improvements and to pay the costs of issuance of the Bonds. The table below contains the
sources and uses of funds and preliminary interest rates for the bond issue.
Authority
The Bonds will be issued pursuant to the authority of Minnesota Statutes, Chapters 475 and 444.
Structure
The Bonds have been structured to result in relatively level annual debt service payments over
the 20-year life of the Bonds. The proposed structure for the bond issue and preliminary debt
service projections are illustrated in Attachment 1.
Security and Source of Repayment
The Bonds will be general obligations of the City. The finance plan relies on the following
assumptions for the revenues used to pay debt service, as provided by City staff:
Utility Revenues. Net revenues of the City’s water utility will be pledged for payment of the
Bonds. The City will covenant to institute water rates and charges that are sufficient to
produce net revenues equal to at least 105% of the debt service requirements on the
Bonds. In the event there is a deficiency in the amount of net revenues available for
payment of debt service, the City may levy taxes to cover the insufficiency, but only on a
temporary basis until rates are adjusted.
Plan Rationale
The Finance Plan recommended in this report is based on a variety of factors and information
provided by the City related to the financed projects and City objectives, Northland’s knowledge
of the City and our experience in working with similar cities and projects. The issuance of General
Obligation Water Revenue Bonds provides the best means of achieving the City’s objectives and
cost effective financing. The City has successfully issued and managed this type of debt for
previous projects.
Issuing Process
Northland will receive bids to purchase the Bonds on Monday, October 12, 2026 at 10:30 AM.
Market conditions and the marketability of the Bonds support issuance through a competitive sale.
This process has been chosen as it is intended to produce the lowest combination of interest
expense and underwriting expense on the date and time set to receive bids. The calendar of
events for the issuing process can be found in Attachment 3.
Municipal Advisor: Northland Securities, Inc., Minneapolis, Minnesota
Bond Counsel: Taft, Stettinius & Hollister LLP, Minneapolis, Minnesota
Paying Agent: Northland Bond Services, Minneapolis, Minnesota
Sources Of Funds
Par Amount of Bonds $26,000,000.00
Total Sources $26,000,000.00
Uses Of Funds
Deposit to Project Construction Fund 25,545,000.00
Total Underwriter's Discount (1.200%)312,000.00
Costs of Issuance 141,200.00
Rounding Amount 1,800.00
Total Uses $26,000,000.00
Northland Securities, Inc. Page 3
Attachment 1 – Preliminary Debt Service Schedule
Date Principal Coupon Interest Total P+I Fiscal Total
11/05/2026 -----
08/01/2027 --729,106.00 729,106.00 -
02/01/2028 710,000.00 2.690%493,380.00 1,203,380.00 1,932,486.00
08/01/2028 --483,830.50 483,830.50 -
02/01/2029 965,000.00 2.790%483,830.50 1,448,830.50 1,932,661.00
08/01/2029 --470,368.75 470,368.75 -
02/01/2030 995,000.00 2.890%470,368.75 1,465,368.75 1,935,737.50
08/01/2030 --455,991.00 455,991.00 -
02/01/2031 1,025,000.00 2.990%455,991.00 1,480,991.00 1,936,982.00
08/01/2031 --440,667.25 440,667.25 -
02/01/2032 1,055,000.00 3.040%440,667.25 1,495,667.25 1,936,334.50
08/01/2032 --424,631.25 424,631.25 -
02/01/2033 1,085,000.00 3.140%424,631.25 1,509,631.25 1,934,262.50
08/01/2033 --407,596.75 407,596.75 -
02/01/2034 1,120,000.00 3.290%407,596.75 1,527,596.75 1,935,193.50
08/01/2034 --389,172.75 389,172.75 -
02/01/2035 1,155,000.00 3.440%389,172.75 1,544,172.75 1,933,345.50
08/01/2035 --369,306.75 369,306.75 -
02/01/2036 1,195,000.00 3.540%369,306.75 1,564,306.75 1,933,613.50
08/01/2036 --348,155.25 348,155.25 -
02/01/2037 1,240,000.00 3.690%348,155.25 1,588,155.25 1,936,310.50
08/01/2037 --325,277.25 325,277.25 -
02/01/2038 1,285,000.00 3.790%325,277.25 1,610,277.25 1,935,554.50
08/01/2038 --300,926.50 300,926.50 -
02/01/2039 1,330,000.00 3.890%300,926.50 1,630,926.50 1,931,853.00
08/01/2039 --275,058.00 275,058.00 -
02/01/2040 1,385,000.00 3.990%275,058.00 1,660,058.00 1,935,116.00
08/01/2040 --247,427.25 247,427.25 -
02/01/2041 1,440,000.00 4.090%247,427.25 1,687,427.25 1,934,854.50
08/01/2041 --217,979.25 217,979.25 -
02/01/2042 1,500,000.00 4.240%217,979.25 1,717,979.25 1,935,958.50
08/01/2042 --186,179.25 186,179.25 -
02/01/2043 1,560,000.00 4.290%186,179.25 1,746,179.25 1,932,358.50
08/01/2043 --152,717.25 152,717.25 -
02/01/2044 1,630,000.00 4.340%152,717.25 1,782,717.25 1,935,434.50
08/01/2044 --117,346.25 117,346.25 -
02/01/2045 1,700,000.00 4.390%117,346.25 1,817,346.25 1,934,692.50
08/01/2045 --80,031.25 80,031.25 -
02/01/2046 1,775,000.00 4.390%80,031.25 1,855,031.25 1,935,062.50
08/01/2046 --41,070.00 41,070.00 -
02/01/2047 1,850,000.00 4.440%41,070.00 1,891,070.00 1,932,140.00
Total $26,000,000.00 - $12,689,951.00 $38,689,951.00 -
Yield Statistics
Bond Year Dollars $312,711.11
Average Life 12.027 Years
Average Coupon 4.0580429%
Net Interest Cost (NIC)4.1578155%
True Interest Cost (TIC)4.1522471%
Bond Yield for Arbitrage Purposes 4.0198521%
All Inclusive Cost (AIC)4.2129237%
IRS Form 8038
Net Interest Cost 4.0580429%
Weighted Average Maturity 12.027 Years
Northland Securities, Inc. Page 4
Attachment 2 – Related Considerations
No Bank Qualification
The 2026A issue will exceed $10 million in par amount. Therefore the Bonds will be designated
as “not bank qualified” obligations pursuant to Federal Tax Law.
Arbitrage Compliance
The Bonds are expected to qualify for the “24-month spending” exemption related to arbitrage
rebate.
Other aspects of arbitrage regulations will apply to the investment of bond proceeds and the debt
service fund.
The City should become familiar with the various Arbitrage Compliance requirements for this bond
issue. The Resolution for the Bonds prepared by Bond Counsel explains the requirements in
greater detail.
Continuing Disclosure
Type: Full
Dissemination Agent: Northland Securities
The requirements for continuing disclosure are governed by SEC Rule 15c2-12. The primary
requirements of Rule 15c2-12 actually fall on underwriters. The Rule sets forth due diligence
needed prior to the underwriter’s purchase of municipal securities. Part of this requirement is
obtaining commitment from the issuer to provide continuing disclosure. The document describing
the continuing disclosure commitments (the “Undertaking”) is contained in the Official Statement
that will be prepared to offer the Bonds to investors.
The City has more than $10,000,000 of outstanding debt and is required to undertake “full”
continuing disclosure. Full disclosure requires annual posting of the audit and a separate
continuing disclosure report, as well as the reporting of certain “material events.” Material events
set forth in the Rule, including, but not limited to, bond rating changes, call notices, and issuance
of “financial obligations” (such as PFA loans, leases, or bank placements) must be reported within
ten business days of occurrence. The report contains annual financial information and operating
data that “mirrors” material information presented in the Official Statement. The specific contents
of the annual report will be described in the Undertaking that appears in the appendix of the
Official Statement. Northland currently serves as dissemination agent for the City, assisting with
the annual reporting. The information for the Bonds will be incorporated into our reporting.
Premiums
In the current market environment, it is likely that bids received from underwriters will include
premiums. A premium bid occurs when the purchaser pays the City an amount in excess of the
par amount of a maturity in exchange for a higher coupon (interest rate). The use of premiums
reflects the bidder’s view on future market conditions, tax considerations for investors and other
factors. Ultimately, the true interest cost (“TIC”) calculation will determine the lowest bid,
regardless of premium.
A premium bid produces additional funds that can be used in several ways:
The premium means that the City needs less bond proceeds and can reduce the size of
the issue by the amount of the premium.
The premium can be deposited in the Construction Fund and used to pay additional project
costs, rather than used to reduce the size of the issue.
Northland Securities, Inc. Page 5
The premium can be deposited in the Debt Service Fund and used to pay principal and
interest.
Northland will work with City staff on the sale day to determine use of premium (if any).
Rating
A rating will be requested from Standard and Poor’s (S&P). The City’s general obligation debt is
currently rated "AA+" by S&P. The Bonds will also be rated on the State of Minnesota Credit
Enhancement Program, which is currently rated “AAA” by S&P. The rating process will include a
conference call with the rating analyst. Northland will assist City staff in preparing for and
conducting the rating call.
Northland Securities, Inc. Page 6
Attachment 3 – Calendar of Events
Date Action Responsible Party
August 17 Set Sale Resolution, PFA Credit Enhancement
Resolution and Finance Plan Sent to City
Northland, Bond Counsel
August 24 City Council Adopts PFA Credit Enhancement
Resolution
Set Sale Resolution Adopted
City Council Action,
Northland, Bond Counsel
August 31 Preliminary Official Statement Sent to City for Sign Off
and to Rating Agency
Northland, City
September 14 Presentation of Finance Plan to City Council (if
needed)
Northland, City
Week of
September 14
Rating Call Northland, City, Rating
Agency
September 25 Rating Received Northland, City, Rating
Agency
September 29 Awarding Resolution Sent to City Bond Counsel, Northland
October 6 Bond Sale – 10:30 a.m.
Awarding Resolution Adopted – 5:00 p.m.
City Council Action,
Northland, Bond Counsel
November 5 Closing on the Bonds (Proceeds Available) Northland, City Staff, Bond
Counsel
August 2026 September 2026
Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat
1 1 2 3 4 5
2 3 4 5 6 7 8 6 7 8 9 10 11 12
9 10 11 12 13 14 15 13 14 15 16 17 18 19
16 17 18 19 20 21 22 20 21 22 23 24 25 26
23 24 25 26 27 28 29 27 28 29 30
30 31
October 2026 November 2026
Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat
1 2 3 1 2 3 4 5 6 7
4 5 6 7 8 9 10 8 9 10 11 12 13 14
11 12 13 14 15 16 17 15 16 17 18 19 20 21
18 19 20 21 22 23 24 22 23 24 25 26 27 28
25 26 27 28 29 30 31 29 30
Holiday
Northland Securities, Inc. Page 7
Attachment 4 - Risk Factors
Utility Revenues: The City pledges the net revenues of the Water Utility to the payment of principal
and interest on the Bonds. The failure to adjust rates and charges as needed and the loss of
significant customers will affect available net revenues. If the net revenues are insufficient, the
City is required to levy property taxes or use other revenues to cover the deficiency. Property
taxes can only be used on a temporary basis and may not be an ongoing source of revenue to
pay debt service.
General: In addition to the risks described above, there are certain general risks associated with
the issuance of bonds. These risks include, but are not limited to:
Failure to comply with covenants in bond resolution.
Failure to comply with Undertaking for continuing disclosure.
Failure to comply with IRS regulations, including regulations related to use of the proceeds
and arbitrage/rebate. The IRS regulations govern the ability of the City to issue its bonds as
tax-exempt securities and failure to comply with the IRS regulations may lead to loss of tax-
exemption.
302395825v1
1
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF OTSEGO, MINNESOTA
HELD: AUGUST 24, 2026
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 Otsego Prairie Center (8899
Nashua Avenue NE) on August 24, 2026, at 7:00 P.M. for the purpose in part of authorizing the
competitive negotiated sale of the $26,000,000 General Obligation Water Revenue Bonds, Series
2026A.
The following members were present: ________________________________________
and the following were absent: ____________________________________________________
Member _______________ introduced the following resolution and moved its adoption:
RESOLUTION NO. 2026-76
RESOLUTION AUTHORIZING THE COMPETITIVE NEGOTIATED SALE OF
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2026A
A. WHEREAS, the City Council (the "Council") of the City of Otsego, Minnesota (the
"City"), has heretofore determined that it is necessary and expedient to issue General Obligation
Water Revenue Bonds, Series 2026A (the "Bonds") to finance the City's improvements to the
municipal water system; and
B. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis,
Minnesota ("Northland"), as its independent municipal advisor and is therefore authorized to sell
the Bonds by competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60,
Subdivision 2(9); and
C. WHEREAS, the City has retained Taft Stettinius & Hollister LLP, in Minneapolis,
Minnesota as its bond counsel for purposes of this financing.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego,
Minnesota, as follows:
1. Authorization. The Council hereby authorizes Northland to solicit proposals for
the competitive negotiated sale of the Bonds.
2. Meeting; Proposal Opening. The Council shall meet at the time and place specified
in the Notice of Sale, in substantially the form attached hereto as Attachment A, for the purpose
of considering sealed proposals for and awarding the sale of the Bonds. The City
Administrator/Finance Director, or designee, shall open proposals at the time and place specified
in the Notice of Sale.
302395825v1
2
3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof
are in substantially in the form set forth in the Notice of Sale attached hereto as Attachment A and
hereby approved and made a part hereof.
4. Official Statement. In connection with the competitive negotiated sale of the
Bonds, the City Administrator/Finance Director and other officers or employees of the City are
hereby authorized to cooperate with Northland and participate in the preparation of an official
statement for the Bonds, and to execute and deliver it on behalf of the City upon its completion.
The motion for the adoption of the foregoing resolution was duly seconded by member
_______________ and, after 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.
302395825v1
3
STATE OF MINNESOTA
COUNTY OF WRIGHT
CITY OF OTSEGO
I, the undersigned, being the duly qualified and acting City 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 authorizing the competitive negotiated sale of the
$26,000,000 General Obligation Water Revenue Bonds, Series 2026A.
WITNESS my hand on August 24, 2026.
__________________________________
City Clerk
A-1
76589026v1
ATTACHMENT A
NOTICE OF SALE
$26,000,000*
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2026A
CITY OF OTSEGO, MINNESOTA
(Book-Entry Only)
NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE:
Proposals (also referred to herein as “bids”) will be opened by the City’s Administrator or designee, on
Tuesday, October 6, 2026, at 10:30 A.M., CT, at the offices of Northland Securities, Inc. (the City’s
“Municipal Advisor”), 150 South 5th Street, Suite 3300, Minneapolis, Minnesota 55402. Consideration of
the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning
Tuesday, October 6, 2026 at 7:00 P.M., CT.
SUBMISSION OF PROPOSALS
Proposals may be:
a) submitted to the office of Northland Securities, Inc.,
b) emailed to PublicSale@northlandsecurities.com
c) submitted electronically.
Notice is hereby given that electronic proposals will be received via PARITY™, or its successor, in the
manner described below, until 10:30 A.M., CT, on Tuesday, October 6, 2026. Proposals may be submitted
electronically via PARITY™ or its successor, pursuant to this Notice until 10:30 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, 2nd floor, New York, NY 10018, telephone 212-849-5021.
Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of
PARITY™ or its successor. All bidders are advised that each Proposal shall be deemed to constitute a
contract between the bidder and the City to purchase the Bonds regardless of the manner in which the
Proposal is submitted.
BOOK-ENTRY SYSTEM
The Bonds will be issued by means of a book-entry system with no physical distribution of bond
certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate,
representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the
name of Cede & Co. as nominee of Depository Trust Company (“DTC”), New York, New York, which
will act as securities depository of the Bonds.
* The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be
made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adj usted
to maintain the same gross spread.
A-2
76589026v1
Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof
of a single maturity through book entries made on the books and records of DTC and its participants.
Principal and interest are payable by the City through Northland Bond Services, a division of First National
Bank of Omaha (the “Paying Agent/Registrar”), to DTC, or its nominee as registered owner of the Bonds.
Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC;
transfer of principal and interest payments to beneficial owners by participants will be the responsibility of
such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery
of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and
customary charges for the services of the Paying Agent/Registrar.
DATE OF ORIGINAL ISSUE OF BONDS
Date of Delivery (Estimated to be November 5, 2026)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475, as amended. Proceeds
will be used to finance a water treatment plant and other water utility improvements and to pay the costs
associated with the issuance of the Bonds. The Bonds are payable from net revenues of the City’s water
utility. In addition, the City has covenanted and obligated itself to be bound by the provisions of Minnesota
Statutes, Section 446A.086, as amended, which provides for payment of principal and interest on the Bonds
by the State of Minnesota in the event of a potential default of certain city debt obligations when due. The
full faith and credit of the City is pledged to the payment of the Bonds, and the City has validly obligated
itself to levy ad valorem taxes in the event of any deficiency in the debt service account established for this
issue.
INTEREST PAYMENTS
Interest is due semiannually on each February 1 and August 1, commencing August 1, 2027, to registered
owners of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth
day (whether or not a business day) of the calendar month next preceding such interest payment date.
MATURITIES
Principal is due annually on February 1, inclusive, in each of the years and amounts as follows:
Year Amount Year Amount Year Amount Year Amount
2028 $740,000 2033 $1,095,000 2038 $1,285,000 2043 $1,550,000
2029 985,000 2034 1,125,000 2039 1,330,000 2044 1,615,000
2030 1,010,000 2035 1,160,000 2040 1,380,000 2045 1,680,000
2031 1,035,000 2036 1,200,000 2041 1,435,000 2046 1,750,000
2032 1,065,000 2037 1,240,000 2042 1,495,000 2047 1,825,000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds
and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year conforms to the maturity schedule set forth above.
INTEREST RATES
All rates must be in integral multiples of 1/20th or 1/8th of 1%. The rate for any 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.
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ESTABLISHMENT OF ISSUE PRICE
(HOLD-THE-OFFERING-PRICE RULE MAY APPLY – BIDS NOT CANCELLABLE)
The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and
deliver to the City at closing an “issue price” or similar certificate setting forth the reasonably expected
initial offering price to the public or the sales price or prices of the Bonds, together with the supporting
pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder,
the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the
issue price of the Bonds may be taken on behalf of the City by the City’s Municipal Advisor and any notice
or report to be provided to the City may be provided to the City’s Municipal Advisor.
The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive
sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds
(the “competitive sale requirements”) because:
(1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably
designed to reach potential underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3) the City may receive bids from at least three underwriters of municipal bonds who have established
industry reputations for underwriting new issuances of municipal bonds; and
(4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to
purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase
of the Bonds, as specified in the bid.
In the event that the competitive sale requirements are not satisfied, the City shall promptly so advise the
winning bidder. The City may then determine to treat the initial offering price to the public as of the award
date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold-the-
Offering-Price Rule as described in the following paragraph (the “Hold-the-Offering-Price Rule”). Bids
will not be subject to cancellation in the event that the City determines to apply the Hold-the-Offering-
Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be
subject to the Hold-the-Offering-Price Rule in order to establish the issue price of the Bonds.
By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer
the Bonds to the public on or before the date of award at the offering price or prices (the “Initial Offering
Price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii)
agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will
neither offer nor sell unsold Bonds of any maturity to which the Hold-the-Offering Price Rule shall apply
to any person at a price that is higher than the Initial Offering Price to the public during the period starting
on the award date for the Bonds and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the award date; or
(2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public
at a price that is no higher than the Initial Offering Price to the public (the “10% Test”), at which
time only that particular maturity will no longer be subject to the Hold-the-Offering-Price Rule.
The City acknowledges that, in making the representations set forth above, the winning bidder will rely on
(i) the agreement of each underwriter to comply with the requirements for establishing issue price of the
Bonds, including, but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule, if
applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii)
in the event a selling group has been created in connection with the initial sale of the Bonds to the public,
the agreement of each dealer who is a member of the selling group to comply with the requirements for
establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold-
the-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related
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pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a
party to a third-party distribution agreement that was employed in connection with the initial sale of the
Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with
the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to
comply with the Hold-the-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party
distribution agreement and the related pricing wires. The City further acknowledges that each underwriter
shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing
issue price of the Bonds, including but not limited to, its agreement to comply with the Hold-the-Offering-
Price Rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other
underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to
a third-party distribution agreement to comply with its corresponding agreement to comply with the
requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply
with the Hold-the-Offering-Price Rule if applicable to the Bonds.
By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group
agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial
sale of the Bonds to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that
is a party to such third-party distribution agreement, as applicable, (A) to comply with the Hold-the-
Offering-Price Rule, if applicable if and for so long as directed by the winning bidder and as set forth in the
related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to its knowledge,
are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds
to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise
advised by the underwriter, dealer or broker-dealer, the winning bidder shall assume that each order
submitted by the underwriter, dealer or broker-dealer is a sale to the public, and (ii) any agreement among
underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with
the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a
party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds
to the public to require each broker-dealer that is a party to such retail distribution agreement to comply
with the Hold-the-Offering-Price Rule, if applicable, in each case if and for so long as directed by the
winning bidder or the underwriter and as set forth in the related pricing wires.
Notes: Sales of any Bonds to any person that is a related party to an underwriter participating in the initial
sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to
the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(1) “public” means any person other than an underwriter or a related party,
(2) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or
with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the
public (including a member of a selling group or a party to a third-party distribution agreement
participating in the initial sale of the Bonds to the public).
(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the
purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting
power or the total value of their stock, if both entities are corporations (including direct ownership
by one corporation or another), (B) more than 50% common ownership of their capital interests
or profits interests, if both entities are partnerships (including direct ownership by one partnership
of another), or (C) more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if one entity
is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other), and
(4) “sale date” means the date that the Bonds are awarded by the City to the winning bidder.
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ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or
decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted,
the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made
promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of
the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any
reason, including post-sale adjustment. Any adjustment shall be conclusive and shall be binding upon the
successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on February 1, 2035 through 2047 are subject to redemption and prepayment at the
option of the City on February 1, 2034 and any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and principal amounts within each maturity to be redeemed shall be determined by the City and
if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to
be prepaid shall be chosen by lot by the Bond Registrar.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but
neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute
cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds
in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment
of CUSIP identification numbers shall be paid by the successful bidder.
DELIVERY
Delivery of the Bonds will be within thirty days after award, subject to an approving legal opinion by Taft,
Stettinius & Hollister LLP, Bond Counsel. The legal opinion will be paid by the City and delivery will be
anywhere in the continental United States without cost to the successful bidder at DTC.
TYPE OF PROPOSAL
Proposals of not less than $25,688,000 (98.80%) and accrued interest on the principal sum of $26,000,000
must be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to
legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to:
Adam Flaherty, City Administrator
13400 90 St. NE
Otsego, MN 55330
A good faith deposit (the “Deposit”) in the amount of $500,000 in the form of a federal wire transfer
(payable to the order of the City) is only required from the apparent winning bidder, and must be received
within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive
notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is
not received from the apparent winning bidder in the time allotted, the City may choose to reject their
Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original
proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer.
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The City will retain the Deposit of the successful bidder, the amount of which will be deducted at
settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to
comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be
withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award of
the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been
made.
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AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost
(TIC) basis. The City’s computation of the interest rate of each Proposal, in accordance with customary
practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City
will reserve the right to: (i) waive non-substantive informalities of any Proposal or of matters relating to
the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any
Proposal which the City determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the
initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions
of the Internal Revenue Code of 1986, as amended.
OFFICIAL STATEMENT
By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the
City agrees that, no more than seven business days after the date of such award, it shall provide to the senior
managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an
electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB).
FULL CONTINUING DISCLOSURE UNDERTAKING
The City will covenant in the resolution awarding the sale of the Bonds 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 BANK QUALIFICATION
The City will not designate the Bonds as qualified tax-exempt obligations for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER’S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in
the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful
bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the
City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder.
Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful
bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the
Bonds.
The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale.
Dated: August 24, 2026 BY ORDER OF THE OTSEGO CITY COUNCIL
/s/ Adam Flaherty
City Administrator
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Additional information may be obtained from:
Northland Securities, Inc.
150 South 5th Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
EXHIBIT A
[FORM OF ISSUE PRICE CERTIFICATE – COMPETITIVE SALE SATISFIED]
The undersigned, on behalf of ______________________________ (the "Underwriter"),
hereby certifies as set forth below with respect to the sale of the General Obligation Water Revenue
Bonds, Series 2026A (the "Bonds") of the Olmsted County, 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.
(b) The Underwriter was not given the opportunity to review other bids prior to submitting
its bid.
(c) The bid submitted by the Underwriter constituted a firm offer to purchase the Bonds.
2. Defined Terms.
(a) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate Maturities.
(b) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term
"related party" for purposes of this certificate generally means any two or more persons who have greater
than 50 percent common ownership, directly or indirectly.
(c) "Sale Date" means the first day on which there is a binding contract in writing for the sale
of a Maturity of the Bonds. The Sale Date of the Bonds is _______________.
(d) "Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the
Public (including a member of a selling group or a party to a retail 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, 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
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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: November 5, 2026.
[FORM OF ISSUE PRICE CERTIFICATE – HOLD-THE-OFFERING-PRICE RULE 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 General Water
Revenue Bonds, Series 2026A (the "Bonds") of the Olmsted County, Minnesota (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 in writing that, (i) for
each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person
at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such
Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the
agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall
contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply
with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has
offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price
for that Maturity of the Bonds during the Holding Period.
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 _______________.
"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
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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 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: November 5, 2026