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#08 - 2023 Bonds
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#08 - 2023 Bonds
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9/29/2025 2:44:51 PM
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A-8 <br />LA515-123-867394.v1 <br /> <br />EXHIBIT A <br /> <br />(ISSUE PRICE CERTIFICATE – COMPETITIVE SALE SATISFIED) <br /> <br />The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (the <br />[“Purchaser”] [“Representative,” on behalf of itself and other underwriters listed below (collectively, the <br />“Underwriting Group”)], with respect to the sale and issuance of the General Obligation Improvement <br />and Utility Revenue Bonds, Series 2023A (the “Bonds”), issued by the City of Lake Elmo, Minnesota <br />(the “Issuer”), in the original aggregate principal amount of $____________, certifies as follows: <br /> <br /> 1. Reasonably Expected Initial Offering Price. <br /> <br /> (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the <br />Public by the [Purchaser] [Underwriting Group] are the prices listed in EXHIBIT A attached hereto (the <br />“Expected Offering Prices”). The Expected Offering Prices are the prices of the Maturities of the Bonds <br />used by the [Purchaser] [Underwriting Group] in formulating its bid to purchase the Bonds. Attached <br />hereto as EXHIBIT B is a true and correct copy of the bid provided by the [Purchaser] [Underwriting <br />Group] to purchase the Bonds. <br /> <br /> (b) The [Purchaser] [Underwriting Group] was not given the opportunity to review other bids <br />prior to submitting its bid. <br /> <br /> (c) The bid submitted by the [Purchaser] [Underwriting Group] constituted a firm offer to <br />purchase the Bonds. <br /> <br /> (d) Capitalized terms that are used herein that are otherwise not defined shall have the <br />meanings assigned to such terms in Section 5 hereof. <br /> <br /> 2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the <br />Bonds for an aggregate purchase price of $_______________ (par amount of Bonds of $__________, <br />plus original issue premium of $_______, less original issue discount of $________, less [a Purchaser’s] <br />[an underwriter’s] discount of $________), plus accrued interest in the amount of $____________. <br /> <br /> 3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $____________ in <br />original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. [The <br />[Purchaser] [Representative] has paid to [NAME OF INSURER] the sum of $______________ as a <br />premium for an insurance policy for the Bonds.] <br /> <br /> 4. Representations. The representations set forth in this Certificate of Purchaser (the <br />“Certificate”) are limited to factual matters only. Nothing in this Certificate represents the interpretation <br />by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the <br />Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The <br />undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect <br />to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with <br />respect to compliance with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven, <br />Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross <br />income for federal income tax purposes, the preparation of Information Return for Tax-Exempt <br />Governmental Obligations, Form 8038-G, and other federal income tax advice that it may give to the <br />Issuer from time to time relating to the Bonds. <br />
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