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5.3c ERMUSR 03-09-2021 EXHIBIT A THECITYHAS AUTHORIZED BAKER TILLY MUNICIPAL ADVISORS, LLCTO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $14,460,000* CITY OF ELK RIVER, MINNESOTA ELECTRIC REVENUE BONDS, SERIES 2021B (BOOK ENTRY ONLY) Proposals for theabove-referenced Bonds (theBondswill be receivedbythe City of Elk River, MinnesotaCityonTuesday, April 13, 2021until 10:30 A.M., Central Time(the atthe offices ofBaker Tilly Municipal Advisors, LLC(Baker Tilly MA,380Jackson Street, Suite300, Saint Paul, Minnesota,55101,after which time proposalswill be opened and tabulated. Consideration for award of the Bonds will be by the Utilities Commission(theat its meeting commencing at 3:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Baker Tilly MAwill assume no liability for the inability of abidderor its proposalto reach Baker Tilly MAprior to the Sale Time, and neitherthe Citynor Baker Tilly MA shall be responsible for any failure, misdirection or error in the means of transmission selected by any bidder. All bidders are advised that each proposalshall be deemed to constitute a contract between the bidder and theCityto purchase the Bonds regardless of the manner in which the proposalis submitted. (a) Sealed Bidding.Completed, signed proposals may be submittedto Baker Tilly MAby email to bondservice@bakertilly.comor by fax (651)223-3046, and must be received prior to the Sale Time. OR ® (b) Electronic Bidding.Proposals may also be received via PARITY. For purposes of the electronic ® bidding process, the time as maintained by PARITYshall constitutethe official time with respect to all ® proposalssubmitted to PARITY. Each bidder shall be solely responsible for making necessary ® arrangements to access PARITYfor purposes of submitting its electronic proposalin a timely manner and in compliance withthe requirements of the Terms of Proposal. Neither the City, its agents,nor ® PARITYshall have any duty or Bondto undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents, ® nor PARITY operation of, or have any liability for any delays or interruptions of or any damages caused by the services ®® of PARITY.TheCityis using the services of PARITYsolely as a communication mechanism to ® conduct the electronic bidding for the Bonds, and PARITYis not an agent ofthe City. ® If any provisions of thisTerms of Proposal conflictwith information provided byPARITY, this Terms ® of Proposal shall control. Further information about PARITY, including any fee charged, may be obtained from: ®nd PARITY, 1359 Broadway, 2Floor, New York, New York 10018 Customer Support: (212) 849-5000 *Preliminary; subject to change. Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and controlled subsidiary of Baker Tilly US, LLP, an accounting firm. Baker Tilly US, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2021 Baker Tilly Municipal Advisors, LLC. A-1 EL185-68-699669.v1 341 DETAILS OF THE BONDS TheBondswill be dated as of the date of deliveryand will bear interest payable on February1 and August1 of each year, commencing February 1, 2022.Interest will be computed on the basis of a 360- day year of twelve 30-daymonths. TheBonds will matureAugust 1in the years and amounts*as follows: 2022$335,0002028$410,0002034$445,0002040$500,0002046$570,000 2023$395,0002029$410,0002035$450,0002041$510,0002047$585,000 2024$395,0002030$415,0002036$460,0002042$520,0002048$600,000 2025$400,0002031$420,0002037$470,0002043$535,0002049$615,000 2026$400,0002032$430,0002038$480,0002044$545,0002050$630,000 2027$405,0002033$435,0002039$490,0002045$560,0002051$645,000 * The Cityreserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds or the amount of any maturityor maturitiesin multiples of $5,000. In the event the amount of any maturity is modified, the aggregate purchase price will be adjusted to result in the same gross spread per $1,000 of Bonds as that of the original proposal. Gross spreadfor this purposeis the differential between the price paid to the Cityfor the new issue and the prices at whichtheproposal indicatesthe securities will be initially offered to the investing public. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shallbe subject tomandatory sinkingfund redemption at a price of par plus accrued interest to the date of redemption scheduled toconform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify Years of Term Maturitiesin the spaces providedon the proposalform. BOOK ENTRY SYSTEM TheBonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond,representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (DTC), New York, New York, which will act as securities depository for the Bonds. Individual purchases of the Bonds maybe 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 registrar to DTC or its nominee as registeredowner 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 andother nominees of beneficial owners. Thelowest bidder (the), as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR TheCitywill name the registrar whichshall be subjectto applicable regulationsof the Securities and Exchange Commission.The Citywill pay for the services of the registrar. OPTIONAL REDEMPTION TheCitymay elect on February 1, 2031, and on any day thereafter, to redeemBonds due on or after February 1, 2032. Redemptionmay be in whole or in part and if in part at the option of the Cityand in such manner as the Cityshall determine. If less than all Bonds of a maturity are called for redemption, the Citywill notify DTC of the particular amount of such maturity toberedeemed. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed.All redemptions shall be at a price of par plus accrued interest. A-2 EL185-68-699669.v1 342 SECURITY AND PURPOSE TheBonds will be special obligationsof the Citypayable solely from net revenues of the electric system of the Commissionand shall not constitute a debt for which the fullfaith and credit ortaxing powers of the Citywill be pledged. The proceedsof the Bondswill be used to financethe construction of a field house facility to house service trucks, inventory, and offices. NOT BANK QUALIFIED TAX-EXEMPT BONDS TheCitywill not designate the Bonds as qualified tax-exempt obligationsfor purposes of Section265(b)(3) of the Internal Revenue Code of 1986, as amended. BIDDING PARAMETERS Proposals shall be for not less than $14,228,640plusaccrued interest, if any,onthe total principalamount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals on the Sale Date unless the meeting of the Cityscheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made.Rates shall be in integral multiples of 1/100 or 1/8 of 1%. The initial price to the publicfor each maturityas stated on the proposal must be 98.0% or greater. Bonds of the same maturityshall bear a single rate from thedate of the Bonds to the date of maturity. No conditional proposals will be accepted. ESTABLISHMENT OF ISSUE PRICE In order to provide the Citywith information necessary for compliance with Section 148 of the Internal Revenue Codeof 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, Cityin establishing the issue price of the Bonds and shall complete, execute, and deliver to the Cityprior to the closing date,a written certification in a form acceptable to the Purchaser, the City the following for each maturity ofthe Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity): (i) the interest rate; (ii) the reasonably expected initial ation Section 1.148-1(f) (the le price; and (iii) pricing wires or equivalent communications supporting such offering or sale price. Any action to be taken or documentation to be received by the Citypursuant hereto may be taken orreceived on behalf of the Cityby Baker Tilly MA. TheCityintendsthat the sale of theBonds pursuant to this Terms of Proposal shall constitute a (i)the Cityshall cause this Terms of Proposal to be disseminated to potential bidders in a manner that is reasonably designed to reach potential bidders; (ii)all bidders shall have an equal opportunity to submit a bid; (iii)the Cityreasonably expects that it will receive bids from at least three bidders that have established industry reputations for underwriting municipal bonds such as the Bonds; and (iv)the Cityanticipates awarding the sale of the Bonds to the bidder who provides a proposal with the lowest true interest cost, herein). Any bid submitted pursuantto this Terms of Proposal shall be considered a firm offer for the purchase of the Bond defined in the Regulation. By submitting its proposal, the Purchaser confirms that itshall require any agreement among underwriters, a selling group agreement, or other agreement to which it is a party A-3 EL185-68-699669.v1 343 relating to the initial sale of theBonds, to include provisions requiring compliance with the provisions of the Codeandthe Regulation regarding the initial sale of the Bonds. Cityshall advise the Purchaser of such fact prior to the time of award of the sale of the Bonds to the Purchaser. In such event, any proposal submitted will not be subject to cancellation or withdrawal.Within twenty-four (24) hours of the notice of award of the sale of the Bonds, the Purchaser shall advise the CityandBaker Tilly MAif 10%of any maturity of the Bonds(and,if different interest rates apply within a maturity, to each separate CUSIP number within that maturity) has been sold to the public and the price at which itwas sold. The Citymaturity, applied on a maturity-by-maturity basis. The Citywill not require the Purchaser to comply with that portion of the Regulation commonly describ-the-offering-urchaser may elect such option. If the Purchaser exercises such option, the Citywill apply the initial offering price to the public provided in the proposal as the issue price for such maturities. If the Purchaser does not exercise that option, it shallthereafter promptly provide the Cityand Baker Tilly MAthe prices at which 10% of such maturities are sold to the public; provided such determination shall be made andthe Cityand Baker Tilly MAnotified of such prices whether or not the closing date has occurred, until the 10% test hasbeen satisfied as to each maturity of the Bonds or until all of the Bonds of a maturity have been sold. GOOD FAITH DEPOSIT To have its proposalconsidered for award, the Purchaser is required to submit a good faith depositvia wire transferto theCityin the amount of $144,6001:30 P.M., Central Time on the Sale Date. The Purchaser shall be solely responsible for the timely delivery of itsDeposit, and neither the Citynor Baker Tilly MAhave any liability for delays inthe receiptof the Deposit.If the Deposit is not received by thespecified time, the Citymay, at its sole discretion, reject the proposalof the lowest bidder, direct the second lowest bidder to submit a Deposit, and thereafter award the sale to such bidder. A Deposit will be considered timely delivered to the Cityupon submission of a federal wire reference number by the specified time. Wire transfer instructions will be available from Baker Tilly MAfollowing the receipt and tabulation of proposals.The successful bidder must send an e-mail including the following information: (i) the federal reference number and time released; (ii) the amount of the wire transfer; and (iii) the issue to which it applies. Once an award has beenmade, the Deposit received from the Purchaserwill be retained by the Cityand no interest will accrue to the Purchaser. The amount of the Depositwill be deducted at settlement from the purchase price. In the event the Purchaser fails to comply with the accepted proposal,said amount will be retained by the City. AWARD TheBonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basiscalculated on the proposal prior to any adjustmentmade by the City. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. TheCitywill reserve the right to: (i)waive non-substantive informalities of any proposal or of matters relating to the receipt of proposalsand award of the Bonds, (ii)reject all proposals without cause, and (iii)reject any proposal thatthe Citydetermines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION TheCityhas not applied for or pre-approved a commitment for any policy of municipal bond insurance with respect to the Bonds. If the Bonds qualify for municipal bond insurance and a bidder desires to purchase a policy, such indication, the maturities to be insured, and the name of thedesired insurer must A-4 EL185-68-699669.v1 344 proposal. The Cityspecifically reserves the right to reject any bid specifying municipal bond insurance, even though such bid may result in the lowest TIC to the City. All costs associatedwith the issuance and administration of such policy and associated ratings and expenses (other than any independent rating requested by the City) shall be paid by the successful bidder. Failure of the municipal bond insurer to issue the policy after the award of the Bonds shall not constitute cause for failure or refusal by the successful bidder to accept delivery of the Bonds. CUSIP NUMBERS If the Bonds qualify for the assignment of CUSIP numbers such numbers will be printed on the Bonds; however, neither the failure to print suchnumbers on any Bondnor any error with respect thereto will constitute cause for failure or refusal by the Purchaser to accept delivery of the Bonds.Baker Tilly MA will apply for CUSIP numbers pursuant to Rule G-34 implemented by the Municipal Securities Rulemaking Board.The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the Purchaser. SETTLEMENT On or about May13, 2021,the Bonds will be delivered without cost to the Purchaser through DTC in New York,New York. Delivery will be subject to receipt by the Purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds thatshall be received at the offices of the Cityor its designee not later than 12:00Noon, Central Time. Unlesscompliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the Purchaser shall be liable to the Cityfor any loss suffered by the City by reason of the Purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SECRule15c2-12(b)(5),the Citywill undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The Purchaser's Bondto purchase the Bondswill be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT TheCityhas authorized the preparation of aPreliminaryOfficial Statement containing pertinent information relative to the Bonds,and said Preliminary Official Statement has been deemed final by the Cityas of the date thereofwithin the meaning of Rule15c2-12 of the Securities and Exchange Commission. For an electroniccopyof thePreliminaryOfficial Statementor for any additional information prior to sale, any prospective purchaser is referred to the MunicipalAdvisor to the City, Baker Tilly Municipal Advisors, LLC,bytelephone (651)223-3000,or by email bondservice@bakertilly.com.The Preliminary Official Statement will also be made available at https://connect.bakertilly.com/bond-sales-calendar. A Final Official Statement (as that term is defined in Rule 15c2-12) will be prepared,specifying the maturity dates, principal amounts,and interest rates of the Bonds, together with any other information required by law. By awarding the Bonds to the Purchaser, the Cityagrees that, no more thanseven businessdaysafter the date of such award, it shall provide to thePurchaseran electroniccopyof theFinal Official Statement. The Citydesignates the Purchaseras its agent for purposes of distributing the Final Official Statementto each syndicate member, ifapplicable. The Purchaser agrees that if its proposal is accepted by the City, (i)it shall accept designation and (ii) it shall enter into a contractual relationship with its syndicate membersfor purposes of assuring the receipt of the Final Official Statementby each such syndicate member. A-5 EL185-68-699669.v1 345 Dated March 9, 2021BY ORDER OF THEELK RIVER MUNICIPAL UTILITIES COMMISSION /s/ Melissa Karpinski Finance Manager A-6 EL185-68-699669.v1 346 EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITYOF ELK RIVER, MINNESOTA HELD: March 15,2021 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City ofElk River, Minnesota, was duly called and held at theCity Hall in the Cityon the 15thday of March,2021, at 6:00P.M. The following members were present: and the following were absent: Member ____________introduced the following resolution and moved its adoption: RESOLUTION APPROVING THE ISSUANCE OF ELECTRIC REVENUE BONDS, AND AUTHORIZING CERTAIN OTHER ACTIONS TO BE TAKEN BY THE ELK RIVER MUNICIPAL UTILITIES COMMISSION WITH RESPECT TO THE ISSUANCE OF ELECTRIC REVENUE BONDS, SERIES 2021B BE IT RESOLVED by the City Council of the City of Elk River(the, Minnesota, as follows: 1.Authority.The City is authorized by Minnesota Statutes, Chapter 453, as any plant, works, system, facilities, and real and personal property of any nature, together with all parts thereof and appurtenances thereto, used or useful in the generation, production, transmission, purchase, sale, exchange, or interchange of electric energy or any interest therein or capacity thereof.Rents, rates, and charges may be established, levied, and collected in connection with the electric utility system of theElk River Municipal Utilities Commission (the and may be pledged to the payment of the principal of and interest on bonds issued by the City for the benefit of the Commission, including bonds issued to finance the electric utility system of the Commission. 2.Terms of Proposal.The City proposes to issue and the Commission proposes to offer and sell Electric Revenue Bonds, Series 2021B, in an aggregateprincipal amount not to exceed$14,460,000plus the amount of any premium, tofinance the construction of a field house facility tohouse service trucks, inventory, and officesandpay the costs of issuing the Bonds. The terms and conditions ofthe Bonds and the negotiation thereof are fully Exhibit Aand hereby approved and made a part hereof. The Bonds shall be special obligations of the City payable solelyfrom the net revenues of the electric utility system of the Commission and shall not constitute a debt for which the full faith and credit or taxing powers of the City will be pledged. EL185-68-699667.v1 347 3.Terms ofSale.The City hereby approves the issuance of the Bonds andTerms of Proposal and delegates to the Commission the authority to award the saleof the Bonds in an aggregate principal amount not to exceed $14,460,000 plus the amount of any premium. The resolution of the Commission awarding the sale of the Bonds,fixing the form and details of the Bonds, establishing the termsof the Bonds and the security therefor, and providing for the execution and delivery of the Bondsshall have the same force and effect as if such resolution had been adopted by this Council. 4.NoDesignation of Qualified Tax-Exempt Obligations. The Bondswillnot be -the Code. 5.Consultants.This Council hereby approves the selection of Baker Tilly MunicipalAdvisors, LLCBaker Tilly, as municipaladvisor to the City and the Commission, to assist in the offer and sale of the Bonds, and hereby approves the selection of Kennedy & Graven, Chartered, as bond counsel to the City and the Commission, to render an approving legal opinion with respect to the Bonds. 6.Continuing Disclosure. The City and the Commission willenter into a is on filewith the City. The Mayor and City Clerk of the City are hereby authorized to sign the Certificate. 7.Official Statement. In connectionwith said competitive negotiated sale, the Finance Manager and other officers or employees of the Commission andtheofficers or employees of the Cityare hereby authorized to cooperate with Baker Tillyand participate in the preparation of an official statement for the Bonds, and to execute and deliver it on behalf of the Commission and 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 said resolution was declared duly passed and adopted. 2 EL185-68-699667.v1 348 STATE OF MINNESOTA) COUNTY OF SHERBURNE) CITY OF ELK RIVER) I,the undersigned, being the duly qualified and acting Clerkof the City of Elk River, 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 such minutesrelate to the Electric Revenue Bonds, Series 2021B. WITNESS myhand this_____day of ___________________,2021. Clerk EL185-68-699667.v1 349 EXHIBIT A THE CITYHAS AUTHORIZED BAKER TILLY MUNICIPAL ADVISORS, LLCTO NEGOTIATE THIS ISSUE ONITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $14,460,000* CITY OF ELK RIVER, MINNESOTA ELECTRIC REVENUE BONDS, SERIES 2021B (BOOK ENTRY ONLY) Proposals for theabove-referenced Bonds (theBondswill be receivedbythe City of Elk River, MinnesotaCityonTuesday, April 13, 2021until 10:30 A.M., Central Time(the at the offices of Baker Tilly Municipal Advisors, LLC(Baker Tilly MA,380Jackson Street, Suite300, Saint Paul, Minnesota,55101,after which time proposalswill be opened and tabulated. Consideration for award of the Bonds will be by the Utilities Commissionat its meeting commencing at 3:30 P.M., Central Time, of the same day. SUBMISSIONOF PROPOSALS Baker Tilly MAwill assume no liability for the inability of abidderor its proposalto reach Baker Tilly MAprior to the Sale Time, and neither the Citynor Baker Tilly MA shall be responsible for any failure, misdirection or error in the means of transmission selected by any bidder. All bidders are advised that each proposalshall be deemed to constitute a contract between the bidder and the Cityto purchase the Bonds regardless of the manner in which the proposalis submitted. (a) Sealed Bidding.Completed, signed proposals may be submittedto Baker Tilly MAby email to bondservice@bakertilly.comor by fax (651)223-3046, and must be received prior to the Sale Time. OR ® (b) Electronic Bidding.Proposals may also be received via PARITY. For purposes of the electronic ® bidding process, the time as maintained by PARITYshall constitute the official time with respect to all ® proposalssubmitted to PARITY. Each bidder shall be solely responsible for making necessary ® arrangements to access PARITYfor purposes of submitting its electronic proposalin a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents,nor ® PARITYshall have anyduty or Bondto undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents, ® nor PARITYregister to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services ®® of PARITY. The Cityis using the services of PARITYsolely as a communication mechanism to ® conduct the electronic bidding for the Bonds, and PARITYis not an agent ofthe City. ® If any provisions of thisTerms of Proposal conflict with information provided by PARITY, this Terms ® of Proposal shall control. Further information about PARITY, including any feecharged, may be obtained from: ®nd PARITY, 1359 Broadway, 2Floor, New York, New York 10018 Customer Support: (212) 849-5000 *Preliminary; subject to change. Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and controlled subsidiary of Baker Tilly US, LLP, an accounting firm. Baker Tilly US, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2021 Baker Tilly Municipal Advisors, LLC. A-1 EL185-68-699667.v1 350 DETAILS OF THE BONDS TheBonds will be dated as of the date of deliveryand will bear interest payable on February1and August1 of each year, commencing February 1, 2022.Interest will be computed on the basis of a 360- day year of twelve 30-day months. TheBonds will matureAugust 1in the years and amounts*as follows: 2022$335,0002028$410,0002034$445,0002040$500,0002046$570,000 2023$395,0002029$410,0002035$450,0002041$510,0002047$585,000 2024$395,0002030$415,0002036$460,0002042$520,0002048$600,000 2025$400,0002031$420,0002037$470,0002043$535,0002049$615,000 2026$400,0002032$430,0002038$480,0002044$545,0002050$630,000 2027$405,0002033$435,0002039$490,0002045$560,0002051$645,000 * The Cityreserves the right, after proposals are opened and prior to award, to increase or reducethe principal amount of the Bonds or the amount of any maturityor maturitiesin multiples of $5,000. In the event the amount of any maturity is modified, the aggregate purchase price will be adjusted to result in the same gross spread per $1,000 of Bonds as that of the original proposal. Gross spreadfor this purposeis the differential between the price paid to the Cityfor the new issue and the prices at whichtheproposal indicatesthe securities will be initially offered to the investing public. Proposals forthe Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinkingfund redemption at a price of par plus accrued interest to the date of redemption scheduled toconform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify Years of Term Maturitiesin the spaces providedon the proposalform. BOOK ENTRY SYSTEM TheBonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (DTC), New York, New York, which will act as securities depository for 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 registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTCwill 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. Thelowest bidder (the), as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR TheCitywill name the registrar whichshall be subject to applicable regulationsof the Securities and Exchange Commission.The Citywill pay for the services of the registrar. OPTIONAL REDEMPTION TheCitymay elect on February 1, 2031, and on any day thereafter, to redeemBonds due on or after February 1, 2032. Redemption may be in whole or in part and if in part at the option of the Cityand in such manner as the Cityshall determine. If less than all Bonds of a maturity are called for redemption, the Citywill notify DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each participant's interest in such maturity to beredeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All redemptions shall be at a price of par plus accrued interest. A-2 EL185-68-699667.v1 351 SECURITY AND PURPOSE TheBonds will be special obligationsofthe Citypayable solely from net revenues of the electric system of the Commissionand shall not constitute a debt for which the full faith and credit or taxing powers of the Citywill be pledged. The proceedsof the Bondswill be used to financetheconstruction of a field house facility to house service trucks, inventory, and offices. NOT BANK QUALIFIED TAX-EXEMPT BONDS TheCitywill not designate the Bonds as qualified tax-exempt obligationsfor purposes of Section265(b)(3) of the Internal Revenue Code of 1986, as amended. BIDDING PARAMETERS Proposals shall be for not less than $14,228,640plusaccrued interest, if any,on the total principal amount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals on the Sale Date unless the meeting of the Cityscheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made.Rates shall be in integral multiples of 1/100 or 1/8 of 1%.The initial price to the publicfor each maturityas stated on the proposal must be 98.0% or greater. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. ESTABLISHMENT OF ISSUE PRICE In order to provide the Citywith information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, haser willbe required to assist the Cityin establishing the issue price of the Bonds and shall complete, execute, and deliver to the Cityprior to the closing date, a written certification in a form acceptable to the Purchaser, the City, and Bond Counselu the following for each maturity ofthe Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity): (i) the interest rate; (ii) the reasonably expected initial offeriation Section 1.148-1(f) (the offering or sale price. Any action to be taken or documentation to be received by the Citypursuant hereto may be taken orreceived on behalf of the Cityby Baker Tilly MA. TheCityintends that the sale of the Bonds pursuant to this Terms of Proposal shall constitute a d in the Regulation based on the following: (i)the Cityshall cause this Terms of Proposal to be disseminated to potential bidders in a manner that is reasonably designed to reach potential bidders; (ii)all bidders shall have an equal opportunity to submit a bid; (iii)the Cityreasonably expects that it will receive bids from at least three bidders that have established industry reputations for underwriting municipal bonds such as the Bonds; and (iv)the Cityanticipates awarding the sale of the Bonds to thebidder who provides a proposal with the lowest true interest cost, as set forth in this Terms of Proposal (See Any bid submitted pursuant to this Terms of Proposal shall be considered a firm offer for the purchase of the Bonds,as specifi defined in the Regulation. By submitting its proposal, the Purchaser confirms that itshall require any A-3 EL185-68-699667.v1 352 agreement among underwriters, a selling group agreement, or otheragreement to which it is a party relating to the initial sale of theBonds, to include provisions requiring compliance with the provisions of the Code and the Regulation regarding the initial sale of the Bonds. competitiveCityshall advise the Purchaser of such fact prior to the time of award of the sale of the Bonds to the Purchaser. In such event, any proposal submitted will not be subject to cancellation or withdrawal.Within twenty-four (24) hours of the notice of award of the sale of the Bonds, the Purchaser shall advise the CityandBaker Tilly MAif 10%of any maturity of the Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number withinthat maturity) has been sold to the public and the price at which itwas sold. The City-by-maturity basis. The Citywill not require the Purchaser to comply with that portionof the Regulation commonly describ-the-offering- may elect such option. If the Purchaser exercises such option, the Citywill apply the initial offering price to the public provided in the proposal as the issue price for such maturities. If the Purchaser does not exercise that option, it shall thereafter promptly provide the Cityand Baker Tilly MAthe prices at which 10% of such maturities are sold to the public; provided such determination shall be made andthe Cityand Baker Tilly MAnotified of such prices whether or not the closing date has occurred, until the 10% test has been satisfied as to each maturity of the Bonds or until all of the Bonds of a maturity have been sold. GOOD FAITH DEPOSIT To have its proposalconsidered for award, the Purchaser is required to submit a good faith depositvia wire transferto the Cityin the amount of $144,6001:30 P.M., Central Time on the Sale Date.The Purchaser shall be solely responsible for the timely delivery of itsDeposit, and neither the Citynor Baker Tilly MAhave any liability for delays in the receiptof the Deposit.If the Deposit is not received by thespecified time, the Citymay, atits sole discretion, reject the proposalof the lowest bidder, direct the second lowest bidder to submit a Deposit, and thereafter award the sale to such bidder. A Deposit will be considered timely delivered to the Cityupon submission of a federal wire reference number by the specified time. Wire transfer instructions will be available from Baker Tilly MAfollowing the receipt and tabulation of proposals. The successful bidder must send an e-mail including the following information: (i) the federal reference number and time released; (ii) the amount of the wire transfer; and (iii) the issue to which it applies. Once an award has been made, the Deposit received from the Purchaserwill be retained by the Cityand no interest will accrue to thePurchaser.The amount of the Depositwill be deducted at settlement from the purchase price. In the event the Purchaser fails to comply with the accepted proposal, said amount will be retained by the City. AWARD TheBonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basiscalculated on the proposal prior to any adjustment made by the City. The City's computation of the interest rate of each proposal, in accordance with customary practice, willbe controlling. TheCitywill 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 thatthe Citydetermines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION A-4 EL185-68-699667.v1 353 TheCityhas not applied for or pre-approved a commitment for any policy of municipal bond insurance with respect to the Bonds. If the Bonds qualify formunicipal bond insurance and a bidder desires to purchase a policy, such indication, the maturities to be insured, and the name of the desired insurer must proposal. The Cityspecifically reserves the right to reject any bidspecifying municipal bond insurance, even though such bid may result in the lowest TIC to the City. All costs associated with the issuance and administration of such policy and associated ratings and expenses (other than any independent rating requested by the City) shall be paid by the successful bidder. Failure of the municipal bond insurer to issue the policy after the award of the Bonds shall not constitute cause for failure or refusal by the successful bidder to accept delivery of the Bonds. CUSIP NUMBERS If the Bonds qualify for the assignment of CUSIP numbers such numbers will be printed on the Bonds; however, neither the failure to print such numbers on any Bondnor any error with respect thereto will constitute cause for failure or refusal by thePurchaser to accept delivery of the Bonds.Baker Tilly MA will apply for CUSIP numbers pursuant to Rule G-34 implemented by the Municipal Securities Rulemaking Board.The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the Purchaser. SETTLEMENT On or about May13, 2021,the Bonds will be delivered without cost to the Purchaser through DTC in New York, New York. Delivery will be subject to receipt by the Purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds thatshall be received at the offices of the Cityor its designee not later than 12:00Noon, Central Time. Unlesscompliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the Purchaser shall be liable to the Cityfor any loss suffered by the City by reason of the Purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule15c2-12(b)(5), the Citywill undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The Purchaser's Bondto purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT TheCityhas authorized the preparation of aPreliminaryOfficial Statement containing pertinent information relative to the Bonds, and said Preliminary Official Statement has been deemed final by the Cityas of the date thereofwithin the meaning of Rule15c2-12 of the Securities and Exchange Commission. For an electroniccopyof thePreliminaryOfficial Statement or for any additional information prior to sale, any prospective purchaser is referred to the MunicipalAdvisorto the City, Baker Tilly Municipal Advisors, LLC,bytelephone (651)223-3000,or by email bondservice@bakertilly.com.The Preliminary Official Statement will also be made available at https://connect.bakertilly.com/bond-sales-calendar. A Final Official Statement (as that term is defined in Rule 15c2-12) will be prepared,specifying the maturity dates, principal amounts,and interest rates of the Bonds, together with any other information required by law. By awarding the Bonds to the Purchaser, the Cityagrees that, no more than seven business days after the date of such award, it shall provide to thePurchaseran electroniccopyof theFinal A-5 EL185-68-699667.v1 354 Official Statement. The Citydesignates the Purchaseras its agent for purposes of distributing the Final Official Statement to each syndicate member, if applicable. The Purchaser agrees that if its proposal is accepted by the City, (i)it shall accept designation and (ii) it shall enter into a contractual relationship with its syndicate membersfor purposes of assuring the receipt of the Final Official Statementby each such syndicate member. Dated March 9, 2021BY ORDER OF THEELK RIVER MUNICIPAL UTILITIES COMMISSION /s/ Melissa Karpinski Finance Manager A-6 EL185-68-699667.v1 355