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<br />DELIVERY OF TAE BONDS AND ACCOMPANYING DOCUMENTS
<br />CUSIP Numbers
<br />It is anticipated that CUSIP identification numbers will be printed on the Bonds, but
<br />neither the failure to print such number on any Bond nor any error •with respect
<br />thereto shall constitute cause for a failure or refusal by the Purchaser to accept
<br />delivery of and pay for the Bonds in accordance with the terms of this "Official
<br />Notice of Sale" and the terms of the "Official Bid Form." All expenses in relation to
<br />the pr;ntinq of CUSIP numbers on the Bonds shall be paid by the City provided however,
<br />that the CUSIP Service Bureau charge for the assignment of the numbers shall be the
<br />responsibility of and shall be paid for by the Purchaser.
<br />Delivery of Initial Bonda
<br />Delivery of the Bonds will be accomplished by the issuance of one Bond for each
<br />maturity (the "Initial Bonds"), either in typed or printed form, in the aggregate
<br />principal amount of $5,000,000 for the General Obligation Bonds, and $6,000,000 for
<br />the water and Sewer System Revenue Bonds, payable to the Purchaser, signed by the
<br />manual or facsimile signatures of the Mayor and City Secretary, approved by the
<br />Attorney General of the State of Texas, and registered, and manually signed by the
<br />Comptroller of Public Accounts of the State of Texas. Delivery (the "Initial
<br />Delivery") will be at the corporate trust office of the Registrar. Payment for the
<br />Initial Bonds must be made in immediately available funds for unconditional credit to
<br />the City, or as otherwise directed by the City. The Purchaser will be given five (5)
<br />business days' notice of the time fixed for delivery of the Initial Bonds. It is
<br />anticipated that Initial Delivery can be made on or about October 22, 1985 and it is
<br />understood and agreed that the Purchaser will accept delivery and make payment for the
<br />Initial Bonds on October 22, 1985, or thereafter on the date the Initial Bonds are
<br />tendered for delivery, up to and including November 5, 1985. If for any reason the
<br />City is unable to make delivery on or before November 5, 1985, then the City shall
<br />immediately contact the Purchaser and offer to allow the Purchaser to extend his offer
<br />for an additional thirty days. If the Purchaser does not elect to extend his offer
<br />within six days thereafter, then the Good Faith Deposit will be returned, and both the
<br />City and the Purchaser shall be relieved of any further obligation.
<br />Exchange of Initial Bonds
<br />If the Purchaser furnishes to the Registrar, at least five days prior to the Initial
<br />Delivery, written instructions designating the names in which Sonds are to be
<br />registered, the addresses of the registered owners, the maturities, interest rates and
<br />denominations of such Bonds, the Registrar shall, on the date of initial delivery,
<br />authenticate and deliver in exchange for the Initial Bonds, Bonds registered in
<br />accordance with such instructions in an aggregate principal amount equal to the
<br />aggregate principal amount of the Initial Bonds submitted for transfer or exchange.
<br />Legal Opinion
<br />The City will furnish without cost to the Purchaser a transcript of certain certified
<br />proceedings had incident to the issuance and authorization of the Bonds, including a
<br />certified copy of the approving legal opinion of the Attorney General of Texas, as
<br />recorded in the Bond Register of the Comptroller of Public Accounts of the State of
<br />Texas, to the effect that the Attorney General of Texas has examined a transcript of
<br />proceedings authorizing the issuance of the Initial Bonds, and the procedure for
<br />change in form and/or denomination as authorized in the Bond Order, and the Initial
<br />Bonds, and that based on such examination the Bonds are valid and legally binding
<br />obligations of the City, and based upon an examination of such transcript of
<br />proceedings, the approving legal opinion of Messrs. Baker & Botts, Bond Counsel,
<br />Houston, Texas, to a like effect (subject as to the enforcement of remedies to
<br />applicable bankruptcy, moratorium and similar laws affecting creditors rights
<br />generally from time to time in effect) and to the effect that the interest on the
<br />Bonds is exempt from all present Federal income taxes under existing statutes,
<br />regulations, public rulings, court decisions and official interpretations thereof.
<br />Such opinion of Baker 6 Botts is expected to be reproduced on the back of the Bonds
<br />over a certification by the facsimile signature of the City Secretary attesting that
<br />the opinion was dated as of the date of delivery of and payment for the Bonds, and
<br />that the copy is a true and correct copy of the original opinion, however, the failure
<br />to print such. opinion on any Bond shall not constitute cause for a failure of or
<br />refusal by the Purchaser to accept delivery of and pay for the Bonds. The legal fee
<br />to be paid Baker ~ Botts for services rendered in connection with the issuance and
<br />sale of the Bonds is calculated on the basis of a percentage of the Bonds actually
<br />issued, sold and delivered, and payment of such fee is contingent on the sale and
<br />delivery of the Bonds.
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