Res. #21-006 - Providing for Comp. Neg. of Sale of $1,335,000 G.O. Improv. Refunding Bond

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(ISSUE PRICE CERTIFICATE — HOLD THE PRICE) The undersigned, for and on behalf of [NAME OF PURCHASERIREPRESENTATIVE] (the ["Purchaser"] ["Representative,'' on behalf of itself and other underwriters listed below (collectively, the "Underwriting Group")], with respect to the sale and issuance of the General Obligation Improvement Refunding Bonds, Series 2021A (the `Bonds"), by the City of Centerville, Minnesota (the "Issuer"), in the original aggregate principal amount of $1,335,000, certifies as follows: Initial Offerinn, Price for the Bonds. (a) The [Purchaser] [Underwriting Group] offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto (the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is also attached hereto in EXIIIBIT A. Capitalized terms used herein that are otherwise not defined shall have the meanings assigned to such terms in Section 5 hereof. (b) As set forth in the Notice of Sale and the bid award, the [Purchaser has] [members of the Underwriting Group have] agreed in writing that, (1) for each Maturity of the Bonds, [it] [they] 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 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. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the Bonds for an aggregate purchase price of $ ® (par amount of Bonds of $1,335,000 plus original issue premium of $ , less original issue discount of $ .. less [a Purchaser's] [an underwriter's] discount of $...... b, plus accrued interest in the amount of $ 3. Receipt _of Bonds. The undersigned hereby acknowledges receipt of $1,335,000 in original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. [The [Purchaser] [Representative] has paid to [NAME OF INSURER] the sum of $ as a premium for an insurance policy for the Bonds.] 4. Representations. The representations set forth in this Certificate of Purchaser (the "Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with respect to compliance with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven, Chartered, 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 Information Return for Tax -Exempt Governmental Obligations, Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. A-A-3 cE155-29-699697.v l