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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. CONTINUING DISCLOSURE Undertakine: to Provide Continuin2' Disclosure. In order to assist bidders in complying with SEC Rule 15c2-12, as amended, the City will convenant to undertake pursuant to a Resolution to be adopted by the City Council, to provide specified information if customarily prepared and publicly available and timely notice of certain events for the benefit of holders of the Bonds. The details and terms of the undertaking are set forth in a Continuing Disclosure Certificate to be executed and delivered by the City) a form of which is included in the Official Statement. 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 City (i) it will accept such designation and (ii) it will enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. BY ORDER OF THE CITY COUNCIL Isl Steven R. Sarkozy City Manager Dated: February 26, 1996. DJK100852 RS200-16