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LEGAL OPINION <br />An opinion as to the validity of the Bonds and the exemption from taxation of the interest thereon will be furnished <br />by Kennedy & Graven, Chartered, Minneapolis, Minnesota, Bond Counsel to the City, and will be available at the <br />time of delivery of the Bonds. The legal opinion will state that the Bonds are valid and binding general obligations <br />of the City; provided that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited <br />by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights and by <br />equitable principles (which may be applied in either a legal or equitable proceeding). See "FORM OF LEGAL <br />OPINION" found in Appendix B. <br />SUBMISSION OF PROPOSALS <br />Proposals must not be for less than $655,025 plus accrued interest on the principal sum of $665,000 from date of <br />original issue of the Bonds to date of delivery. Prior to the time established above for the opening of proposals, <br />interested parties may submit a proposal as follows: <br />1) Electronically to bondsale(&ehlers-inc.com: or <br />2) Facsimile submission to Ehlers, Facsimile Number (651) 697-8555; or <br />3) Electronically via PARITY in accordance with this Terms of Proposal until 10:00 A.M. Central Time, but <br />no proposal will be received after the time for receiving proposals specified above. To the extent any <br />instructions or directions set forth in PARITY conflict with this Terms of Proposal, the terms of this Terms <br />of Proposal shall control. For further information about PARITY, potential bidders may contact Ehlers or <br />i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Telephone (212) 849-5021. <br />Proposals must be submitted to Ehlers via one of the methods described above and must be received prior to the time <br />established above for the opening of proposals. Each proposal must be unconditional except as to legality. Neither <br />the City nor Ehlers shall be responsible for any failure to receive a facsimile submission. <br />A good faith deposit ("Deposit") in the amount of $13,300 shall be made by the winning bidder by wire transfer of <br />funds to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & <br />Associates Good Faith Account No. 3208138. Such Deposit shall be received by Ehlers no later than two hours after <br />the proposal opening time. The City reserves the right to award the Bonds to a winning bidder whose wire transfer <br />is initiated but not received by such time provided that such winning bidder's federal wire reference number has been <br />received by such time. In the event the Deposit is not received as provided above, the City may award the Bonds to <br />the bidder submitting the next best proposal provided such bidder agrees to such award. The Deposit will be retained <br />by the City as liquidated damages if the proposal is accepted and the Purchaser fails to comply therewith. <br />The City and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall be <br />the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All income <br />earned thereon shall be retained by the escrow holder as payment for its expenses; 2) If the proposal is not accepted, <br />Ehlers shall, at its expense, promptly return the Deposit amount to the winning bidder; 3) If the proposal is accepted, <br />the Deposit shall be returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the <br />escrow account and returning the funds to the winning bidder; 5) Ehlers shall not be an insurer of the Deposit amount <br />and shall have no liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified <br />herein; and 6) FDIC insurance on deposits within the escrow account shall be limited to $250,000 per bidder. <br />No proposal can be withdrawn after the time set for receiving proposals unless the meeting of the City scheduled for <br />award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been <br />made. <br />E-3 <br />