HomeMy WebLinkAbout2026-078EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE
CITY OF LAKE ELMO, MINNESOTA
HELD: October 20, 2026
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Lake Elmo, Washington County, Minnesota, was duly held at the City Hall in said City on the
201h day of October, 2026, at 7:00 o'clock P.M. for the purpose in part of authorizing the
competitive negotiated sale of the $4,610,000 General Obligation Street Reconstruction and
Improvement Bonds, Series 2026A of said City.
The following members were present: Acting Mayor Jeff Holtz and Councilmembers
Nick Dragisich, Matt Him and Nick Kragness.
and the following were absent: Mayor Charles Cadenhead.
Member Him introduced the following resolution and moved its adoption:
RESOLUTION 2026-078 PROVIDING FOR THE COMPETITIVE NEGOTIATED
SALE OF $4,610,000 GENERAL OBLIGATION
STREET RECONSTRUCTION AND IMPROVEMENT BONDS, SERIES 2026A
WHEREAS, the City Council of the City of Lake Elmo, Minnesota, (the "City") has
heretofore determined that it is necessary and expedient to issue its $4,610,000 General
Obligation Street Reconstruction and Improvement Bonds, Series 2026A (the "Bonds") to
finance the (i) City's 2026 street and utility improvement projects; (ii) the City's 2027 street
reconstruction project; and (iii) costs of issuing the Bonds; and
WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis, Minnesota
("Northland"), as its independent municipal advisor and is therefore authorized to sell these
obligations by a competitive negotiated sale in accordance with Minnesota Statutes, Section
475.60, Subdivision 2(9); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lake Elmo,
Minnesota, as follows:
1. Authorization; Findings. The City Council hereby authorizes Northland to solicit
bids for the competitive negotiated sale of the Bonds.
2. Meeting; Bid Opening, This City Council shall meet at the time and place
specified in the Notice of Sale attached hereto as Exhibit A for the purpose of considering sealed
4927-6751-7651.2
3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof
are fully set forth in the "Notice of Sale" attached hereto as Exhibit A and hereby approved and
made a part hereof.
4. Authority of Bond Counsel. The law firm of Kutak Rock LLP, as bond counsel
for the City ("Bond Counsel"), is authorized to act as bond counsel and to assist in the
preparation and review of necessary documents, certificates and instruments relating to the
Bonds. The officers, employees and agents of the City are hereby authorized to assist Bond
Counsel in the preparation of such documents, certificates, and instruments.
5. Official Statement. In connection with said competitive negotiated sale, the City
Administrator and other officers or employees of the City are hereby authorized to cooperate
with Northland and participate in the preparation of an official statement for the Bonds, and to
execute and deliver it on behalf of the City upon its completion.
6. Declaration of Official Intent to Reimburse Expenditures.
6.01 The Internal Revenue Service has issued Treas. Reg. § 1.150-2 (the
"Reimbursement Regulations") providing that proceeds of tax-exempt bonds used to reimburse
prior expenditures will not be deemed spent unless certain requirements are met; the City expects
to incur certain expenditures with respect to the Project that may be financed temporarily from
sources other than bonds, and reimbursed from the proceeds of tax exempt bonds.
6.02 The City has determined to make a declaration of official intent (the
"Declaration") to reimburse certain costs with respect to the Project from proceeds of the Bonds
in accordance with the Reimbursement Regulations.
6.03 All reimbursed expenditures will be capital expenditures, costs of issuance of the
Bonds, or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the
Reimbursement Regulations.
6.04 This Declaration has been made not later than sixty (60) days after payment of
any original expenditure to be subject to a reimbursement allocation with respect to the proceeds
of the Bonds, except for the following expenditures: (a) costs of issuance of bonds; (b) costs in
an amount not in excess of $100,000 or 5% of the proceeds of an issue; or (c) "preliminary
expenditures" up to an amount not in excess of 20% of the aggregate issue price of the issue or
issues that finance or are reasonably expected by the City to finance the project for which the
preliminary expenditures were incurred. The term "preliminary expenditures" includes
architectural, engineering, surveying, bond issuance, and similar costs that are incurred prior to
commencement of acquisition, construction or rehabilitation of a project, other than land
acquisition, site preparation, and similar costs incident to commencement of construction.
6.05 This Declaration is an expression of the reasonable expectations of the City based
on the facts and circumstances known to the City as of the date hereof. The anticipated original
expenditures for the Project and the principal amount of the Bonds described herein are
consistent with the City's budgetary and financial circumstances. No sources other than
proceeds of the Bonds to be issued by the City are, or are reasonably expected to be, reserved,
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allocated on a long-term basis, or otherwise set aside pursuant to the City's budget or financial
policies to pay such expenditures.
6.06 This Declaration is intended to constitute a declaration of official intent for
purposes of the Reimbursement Regulations.
The motion for the adoption of the foregoing resolution was duly seconded by member
I�ra�j5i and, after full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
Approved this 20' day of October, 2026, by the City Council of the City of Lake Elmo, Minnesota.
CITY OF LAKE ELMO, MINNESOTA
Acting VI y ///
ATTEST:
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EXHIBIT A
NOTICE Or SALE
NOTICE OF SALE
$4,610,000`
GENERAL OBLIGATION STREET RECONSTRUCTION AND IMPROVEMENT BONDS, SERIES 2026A
CITY OF LAKE ELMO, MINNESOTA
(Book -Entry Only)
NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE:
Proposals (also referred to herein as "bids") will be opened by the City's Finance Director, or designee, on
Tuesday, November 17, 2026, at 10:00 A.M., CT, at the offices of Northland Securities, Inc. (the Issuer'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, November 17, 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 PARITYTm, or its successor, in the
manner described below, until 10:00 A.M., CT, on Tuesday, November 17, 2026. Proposals may be
submitted electronically via PARITYW or its successor, pursuant to this Notice until 10:00 A.M., CT, but no
Proposal will be received after the time for receiving Proposals specified above. To the extent any
instructions or directions set forth in PARITYTM, or its successor, conflict with this Notice, the terms of this
Notice shall control. For further information about PARITYT", 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 Issuer nor Northland Securities, Inc. assumes any liability if there is a malfunction of
PARITYT" or its successor. All bidders are advised that each Proposal shall be deemed to constitute a
contract between the bidder and the Issuer 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.
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 Issuer through U.S. Bank Trust Company, N.A., St. Paul,
- The Issuer reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or
decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the
purchase price will also be adjusted to maintain the same gross spread.
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4927-6751-7651.2 LA515-142-947183.vl
Minnesota (the "Paying Agent/Registrar"), to DTC, or its nominee as registered owner of the Bonds.
Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC;
transfer of principal and interest payments to beneficial owners by participants will be the responsibility of
such participants and other nominees of beneficial owners. The successful bidder, as a condition of
delivery of the Bonds, will be required to deposit the bond certificates with DTC. The Issuer 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 17, 2026)
AUTHORITYIPU RPOS E/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475 and 475.58,
Subdivision 3b, as amended. Proceeds will be used to finance the City's 2026 street improvements and
2027 street reconstruction projects, and to pay costs associated with the issuance of the Bonds. The
Bonds are payable from special assessments against benefited properties and additionally secured by ad
valorem taxes on all taxable property within the City. The full faith and credit of the Issuer is pledged to
their payment and the Issuer 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
2029
$380,000
2034
$465,000
2030
400,000
2035
185,000
2031
415,000
2036
510,000
2032
430,000
2037
530,000
2033
445,000
2038
550,000
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.
ESTABLISHMENT OF ISSUE PRICE
(HOLD -THE -OFFERING -PRICE RULE MAY APPLY— BIDS NOT CANCELLABLE)
The winning bidder shall assist the Issuer in establishing the issue price of the Bonds and shall execute
and deliver to the Issuer 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 Issuer and Bond Counsel. All actions to be taken by the Issuer under this Notice of
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Sale to establish the issue price of the Bonds may be taken on behalf of the Issuer by the Issuer's
Municipal Advisor and any notice or report to be provided to the Issuer may be provided to the Issuer's
Municipal Advisor.
The Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer shall promptly so advise
the winning bidder. The Issuer 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 Issuer 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 (1) 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 Issuer 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 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 Issuer
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
4927-6751-7651.2
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: (1) 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 Issuer (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 Issuer to the winning bidder.
ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The Issuer 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 Issuer and
shall be at the sole discretion of the Issuer. The successful bidder may not withdraw or modify its
Proposal once submitted to the Issuer 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 and after February 1, 2035 are subject to redemption and prepayment at the option of
the Issuer on February 1, 2034 and any date thereafter, at a price of par plus accrued interest.
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4927-6751-7651.2
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 Issuer
and if only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
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-five days after award, subject to an approving legal opinion by
Kutak Rock LLP, Bond Counsel. The legal opinion will be paid by the Issuer and delivery will be anywhere
in the continental United States without cost to the successful bidder at DTC.
TYPE OF PROPOSAL
Proposals of not less than $4,552,375 (98.75%) and accrued interest on the principal sum of $4,610,000
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:
Clarissa Hadler, Finance Director
3880 Laverne Ave. N.
Lake Elmo, Minnesota 55042
A good faith deposit (the "Deposit") in the amount of $92,200 in the form of a federal wire transfer
(payable to the order of the Issuer) 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 Issuer 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 Issuer 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 Issuer. No Proposal can be
withdrawn after the time set for receiving Proposals unless the meeting of the Issuer scheduled for award
of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having
been made.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest
cost (TIC) basis. The Issuer'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 Issuer 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 Issuer determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
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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
Issuer 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 Issuer 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 Issuer, and notices of certain material events, as required by SEC Rule 15c2-12.
BANK QUALIFICATION
The Issuer will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3)
of the Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase
in the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the
successful bidder, except that, if the Issuer has requested and received a rating on the Bonds from a
rating agency, the Issuer 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.
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The Issuer reserves the right to reject any and all Proposals, to waive informalities and to adjourn the
sale.
Dated: October 20, 2026 BY ORDER OF THE LAKE ELMO CITY
COUNCIL
/s/ Clarissa Hadler
Finance Director
Additional information may be obtained from:
Northland Securities, Inc.
150 South 5th Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
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EXHIBIT A
(ISSUE PRICE CERTIFICATE — HOLD THE PRICE)
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER] ("[UNDERWRITER]"), hereby
certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the
"Bonds").
1. Initial Offering Price of the Bonds.
(a) [UNDERWRITER] offered each Maturity of the Bonds to the Public for purchase at the
respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale
Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate
as Schedule B.
(b) As set forth in the Notice of Sale and bid award, [UNDERWRITER] has agreed in writing
that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to
any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding
Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall
contain the agreement of each dealer who is a member of the selling group, and any retail distribution
agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution
agreement, to comply with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter
(as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the
respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
2. Defined Terms.
(a) Holding Period means, for each Maturity of the Bonds, the period starting on the Sale
Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (November 17,
2026), or (ii) the date on which [UNDERWRITER] has sold at least 10% of such Maturity of the Bonds to
the Public at prices that are no higher than the Initial Offering Price for such Maturity.
(b) Issuer means the City of Lake Elmo, Minnesota.
(c) 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.
(d) 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 60 percent common ownership, directly or indirectly.
(a) 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 November 17, 2026.
(f) 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 [UNDERWRITER] 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 Tax Compliance Certificate and with respect to compliance
with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP 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.
[UNDERWRITER]
4927-6751-7651.2
Dated: ,2026
4927-6751-7651.2
(ISSUE PRICE CERTIFICATE —COMPETITIVE SALE SATISFIED)
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER] ("[UNDERWRITER]"), hereby
certifies as set forth below with respect to the sale of the above -captioned obligations (the "Bonds").
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 [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 [SHORT NAME OF
UNDERWRITER] in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and
correct copy of the bid provided by [UNDERWRITER] to purchase the Bonds.
(b) [UNDERWRITER] was not given the opportunity to review other bids prior to submitting
its bid.
(c) The bid submitted by [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 [UNDERWRITER]'s interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with respect
to certain of the representations set forth in the Tax Compliance Certificate and with respect to
compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP 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.
[UNDERWRITER]
Dated: 2026
10
4927-6751-7651.2