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8 <br />4925-0715-6784.2 <br /> <br />EXHIBIT A <br /> <br />(ISSUE PRICE CERTIFICATE – HOLD THE PRICE) <br /> <br />ISSUE PRICE CERTIFICATE <br />The undersigned, on behalf of [NAME OF UNDERWRITER] (“[UNDERWRITER]”), hereby <br />certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the <br />“Bonds”). <br /> 1. Initial Offering Price of the Bonds. <br /> (a) [UNDERWRITER] offered each Maturity of the Bonds to the Public for purchase at the <br />respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale <br />Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate <br />as Schedule B. <br /> (b) As set forth in the Notice of Sale and bid award, [UNDERWRITER] has agreed in <br />writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such <br />Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the <br />Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group <br />agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail <br />distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail <br />distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no <br />Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than <br />the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. <br /> 2. Defined Terms. <br />(a) Holding Period means, for each Maturity of the Bonds, the period starting on the Sale <br />Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date <br />(____________), or (ii) the date on which [UNDERWRITER] has sold at least 10% of such Maturity of <br />the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. <br />(b) Issuer means the City of Lake Elmo, Minnesota. <br /> (c) Maturity means Bonds with the same credit and payment terms. Bonds with different <br />maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as <br />separate Maturities. <br /> (d) Public means any person (including an individual, trust, estate, partnership, association, <br />company, or corporation) other than an Underwriter or a related party to an Underwriter. The term <br />“related party” for purposes of this certificate generally means any two or more persons who have greater <br />than 50 percent common ownership, directly or indirectly. <br /> (e) Sale Date means the first day on which there is a binding contract in writing for the sale <br />of a Maturity of the Bonds. The Sale Date of the Bonds is ___________. <br />(f) Underwriter means (i) any person that agrees pursuant to a written contract with the <br />Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of <br />the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly <br />with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the <br />Public (including a member of a selling group or a party to a retail distribution agreement participating in <br />the initial sale of the Bonds to the Public). <br />The representations set forth in this certificate are limited to factual matters only. Nothing in this <br />certificate represents [UNDERWRITER] interpretation of any laws, including specifically Sections 103 <br />and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. <br />The undersigned understands that the foregoing information will be relied upon by the Issuer with respect <br />to certain of the representations set forth in the Tax Compliance Certificate and with respect to <br />compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP in connection <br />with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income <br />tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax <br />advice that it may give to the Issuer from time to time relating to the Bonds.