O-2010-3231 Certificates of Obligation Series 2010 and General Obligation Refunding Bonds

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ARTICLE VII �. PROVISIONS CONCERNING SALE AND APPLICATION OF PROCEEDS OF CERTIFICATES _ Section 7.1; Sale of Certificates; Insurance. The sale of the Certificates to First Southwest Company (the "Purchaser") at a price of the par value thereof plus a cash premium of $75,180.00, plus accrued interest on the Certificates, is hereby approved, and delivery of the Certificates to the Purchaser, registered in its name, shall be made upon payment therefor in accordance with the Winning Bid attached hereto as Exhibit C. It is hereby officially found, determined and declared that the Purchaser is the highest bidder for the Certificates as a result of invitations for competitive bids. It is further officially found, determined and declared that the Certificates have been sold at public sale to the bidder offering the lowest interest cost, which is hereby determined to be a net effective interest rate of 3.642555%, after receiving sealed bids �- pursuant to an Official Notice of Sale and Preliminary Official Statement prepared and distributed in connection with the sale of the Certificates. Section 7.2: Approval, Registration and Delivery. The Mayor is hereby authorized to have control and custody of the Certificates and all necessary records and proceedings pertaining thereto pending their delivery, and the Mayor and other officers and employees of the City are hereby authorized and directed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the Certificates and to assure the investigation, examination and approval thereof by the Attorney General and the registration of the initial Certificates by the Comptroller. Upon registration of the Certificates, the Comptroller (or the Comptroller's certificates clerk or an assistant certificates clerk lawfully designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificates prescribed herein to be attached or affixed to each Certificates initially delivered and the seal of the Comptroller shall be impressed or printed or lithographed thereon. Section 7.3: Offering Documents; Ratings. The City hereby approves the form and content of the Official Notice of Sale and Preliminary Official Statement, attached hereto as Exhibit D and Exhibit E, respectively, relating to the Certificates, and hereby approves the preparation of the final Official Statement, in substantially the form of the Preliminary Official Statement, with such revisions as are necessary to reflect the terms of the sale of the Certificates, and ratifies and approves the distribution of such Official Notice of Sale and Preliminary Official -- Statement and approves the distribution of the final Official Statement and any addenda, supplement or amendment thereto, in the offer and sale of the Certificates and in the reoffering of the Certificates by the Purchaser, with such changes therein or additions thereto as the officials executing same may deem advisable, such determination to be conclusively evidenced by their execution thereof. The Mayor is hereby authorized and directed to execute, and the City Secretary is hereby authorized and directed to attest, the final Official Statement. It is further hereby officially found, determined and declared that the statements and representations contained in the Preliminary Official Statement and final Official Statement are true and correct in all material respects, to.the best knowledge and belief of the City Council, and that, as of the date thereof, the Preliminary Official Statement was an official statement of the City with respect to the Certificates that was deemed "final" by an authorized official of the City except for the 12 xov:3009660.5