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4837-9618-8312\4 2 The portion of the Bonds ($[_________]) being issued to finance the Tax Abatement Project is being issued pursuant to Minnesota Statutes, Chapters 475 and Section 469.1814 (the “Tax Abatement Bonds”). The portion of the Bonds ($[________]) being issued to refinance the Street Reconstruction Project is being issued for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475 and Section 475.58, subdivision 3b (the “Street Reconstruction Bonds”). The portion of the Bonds ($[________]) being issued to refinance the Improvement Project is being issued for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475 and Chapter 429 (the “Improvement Bonds”). Maturity schedules for each portion of the Bonds are attached hereto as Exhibit A. 1.02. Sale. The City has retained Ehlers and Associates, Inc. (“Ehlers”) as independent municipal advisor in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph 9, the requirements as to a public sale do not apply to the issuance of the Bonds. Pursuant to the Preliminary Official Statement and Terms of Proposal prepared on behalf of the City by Ehlers, proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened, publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of [Purchaser] of [City], [State] (the “Purchaser”). It is hereby determined to issue the Bonds at a purchase price of $[_________] (representing the principal amount of $[PAR], [plus/minus] an original issue [premium/discount] of $[________] less an underwriter’s discount of $[______]) plus accrued interest, if any, and upon the further terms and conditions set forth herein. 1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City Manager are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Bonds with the Purchaser in accordance with the Terms of Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the City until the Bonds have been delivered, and shall be deducted from the purchase price paid at settlement. SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY. 2.01. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be originally dated as of the date of issuance thereof, shall be in the denomination of $5,000 each, or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption, at the annual rates set forth opposite such years and amounts, as follows: 22