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SETTLEMENT AND DELIVERY Delivery, Payment and Ownership of the Bonds. Within 40 days following the date of award of the Bonds, the Global Certificates will be delivered without cost to the Purchaser at a price mutually satisfactory to the City and the Purchaser. On the date of settlement payment for the Bonds will be made in federal, or equivalent funds which must be received at the offices of the City or its designee not later than 1: 00 p. m., Central Time of the day of settlement. Except as compliance with the terms of payment for the Bonds may have been made impossible by action of the City, or its agents, the Purchaser will be liable to the City for any loss suffered by the City by reason of the Purchaser's non-compliance with said terms for payment. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the Global Certificates with the Depository, which will deposit the Global Certificates at the main office of the Fourth U. S. Federal Reserve District Bank for safekeeping. Information from Purchaser. The Purchaser will be required to provide, in a timely manner, certain information relating to the initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. Legal Opinion and Transcript. Delivery of the Bonds will be subject to receipt by the Purchaser of an approving legal opinion of Holmes & Graven, Chartered, of Minneapolis, Minnesota, which opinion will be attached to the Global Certificates, and of customary closing papers, including a no-litigation certificate. At settlement the Purchaser will be furnished with a certificate signed by appropriate officers of the City to the effect that the Official Statement did not as of the date of the Official Statement, and does not as of the date of settlement, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement as required by Rule 15c2-12 of the Securities and Exchange Commission. The Official Statement, when further supplemented by an addendum or addenda specifying the interest rates of the Bonds, together with any other information required by law, will constitute a Final Official Statement of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting an official Bid Form therefore, the City agrees that, no more than seven business days after the date of such award, it will provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 50 copies of the Official Statement and the addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the DJK81515 RS200-14