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CONTINUING DISCLOSURE • On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will covenant for the benefit of the owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2-12(b)(5) (the "Rule"). The City's proposed form of the Undertaking is set forth in the attached Appendix II. It is anticipated that the resolution (the "Resolution") awarding the sale and setting the terms of the Bonds will authorize the execution and delivery of the Undertaking substantially in the attached form thereof, but the final form of the Undertaking may vary from the attached form based upon request for changes made by the original purchaser(s) of the Bonds which are acceptable to the City and consistent with the Rule. A failure by the City to comply with the Undertaking (a "Default") would not constitute a default on the Bonds or under the Resolution (although bondholders would have a right to compel specific performance of the Undertaking by the City). The Rule would require that the City report any such Default. In the event of Default, the Rule may make it unlawful for any broker, dealer or municipal securities dealer to recommend the purchase or sale of the Bonds in the secondary market. Consequently, such a Default might adversely affect the transferability and liquidity of the Bonds and their market price. 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 within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, • 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall 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 a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 70 copies of the Official Statement and the addendum or 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 delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall 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. Dated October 9, 1996 BY ORDER OF THE CITY COUNCIL /s/ Susan Hoyt Administrator •