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OPTIONAL REDEMPTION <br />The City may elect on August 1, 2028 and on any day thereafter, to redeem Bonds due on or after <br />August 1, 2029. Redemption may be in whole or in part and if in part at the option of the City and in <br />such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, <br />the City will notify DTC of the particular amount of such maturity to be redeemed. DTC will determine <br />by lot the amount of each participant's interest in such maturity to be redeemed and each participant will <br />then select by lot the beneficial ownership interests in such maturity to be redeemed. All redemptions <br />shall be at a price of par plus accrued interest. <br />SECURITY AND PURPOSE <br />The Bonds will be special obligations of the City payable solely from net revenues of the electric system <br />of the Commission and shall not constitute a debt for which the full faith and credit or taxing powers of <br />the City will be pledged. The proceeds of the Bonds will be used to finance the remaining cost of <br />acquisition of the Commission's membership interest in the Minnesota Municipal Power Agency <br />(MMPA). <br />BIDDING PARAMETERS <br />Proposals shall be for not less than $9,850,000 plus accrued interest, if any, on the total principal amount <br />of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals on the <br />Sale Date unless the meeting of the Commission scheduled for award of the Bonds is adjourned, recessed, <br />or continued to another date without award of the Bonds having been made. Rates shall be in integral <br />multiples of 1/100 or 1/8 of 1%. The initial price to the public for each maturity as stated on the proposal <br />must be 98.0% or greater. Bonds of the same maturity shall bear a single rate from the date of the Bonds <br />to the date of maturity. No conditional proposals will be accepted. <br />ESTABLISHMENT OF ISSUE PRICE <br />In order to provide the City with information necessary for compliance with Section 148 of the Internal <br />Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, <br />the "Code"), the Purchaser will be required to assist the City in establishing the issue price of the Bonds <br />and shall complete, execute, and deliver to the City prior to the closing date, a written certification in a <br />form acceptable to the Purchaser, the City, and Bond Counsel (the "Issue Price Certificate") containing <br />the following for each maturity of the Bonds (and, if different interest rates apply within a maturity, to <br />each separate CUSIP number within that maturity):: (i) the interest rate; (ii) the reasonably expected <br />initial offering price to the "public" (as said term is defined in Treasury Regulation Section 1.148-1(f) <br />(the "Regulation")) or the sale price; and (iii) pricing wires or equivalent communications supporting such <br />offering or sale price. Any action to be taken or documentation to be received by the City pursuant hereto <br />may be taken or received on behalf of the City by Springsted. <br />The City intends that the sale of the Bonds pursuant to this Terms of Proposal shall constitute a <br />"competitive sale" as defined in the Regulation based on the following: <br />(i) the City shall cause this Terms of Proposal to be disseminated to potential bidders in a <br />manner that is reasonably designed to reach potential bidders; <br />(ii) all bidders shall have an equal opportunity to submit a bid; <br />(iii) the City reasonably expects that it will receive bids from at least three bidders that have <br />established industry reputations for underwriting municipal bonds such as the Bonds; and <br />A-3 <br />529086v JSB ELI 85-55 <br />