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

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EXHIBIT A TO NOTICE OF SALE (ISSUE PRICE CERTIFICATE — COMPETITIVE SALE SATISFIED) The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (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"), issued by the City of Centerville, Minnesota (the "Issuer"), in the original aggregate principal amount of $1,335,000 certifies as follows: 1. Reasonable Expected �ected Initial Offenn„i, Price (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the [Purchaser] [Underwriting Group] are the prices listed in EXHIBIT A attached hereto (the `Expected Offering Prices"), The Expected Offering Prices are the prices of the Maturities of the Bonds used by the [Purchaser] [Underwriting Group] in formulating its bid to purchase the Bonds. Attached hereto as EXHIBIT B is a true and correct copy of the bid provided by the [Purchaser] [Underwriting Group] to purchase the Bonds. (b) The [Purchaser] [Underwriting Group] was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by the [Purchaser] [Underwriting Group] constituted a firm offer to purchase the Bonds. (d) Capitalized terms that are used herein that are otherwise not defined shall have the meanings assigned to such terms in Section 5 hereof. 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 $ , plus accrued interest in the amount of 3. Receiast 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. Reimresentations. The representations set forth in this Certificate of Purchaser (the "Certificate") arc 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-1 CE155-29-699697.v1