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<br />Initial Delivery will be at the principal corporate office of the Paying Agent/Registrar. Payment for the
<br />Bonds must be made in immediately available funds for unconditional credit to the City, or as otherwise
<br />directed by the City. The Purchaser will be given six business days' notice of the time fixed for delivery
<br />of the Bonds. It is anticipated that Initial Delivery of the Bonds can be made on or about March 22, 1988,
<br />and it is understood and agreed that the Purchaser will accept delivery and make payment for the Bonds
<br />by 10:00 AM, CST, on March 22, 1988, or thereafter on the date the Bonds are tendered for delivery, up to
<br />and including April 5, 1988. The Purchaser will not be required to pay for the Bonds until such time as the
<br />definitive Bonds are available for registration and exchange. If for any reason the City is unable to make
<br />delivery on or before April 5, 1988, then the City shall immediately contact the Purchaser and offer to
<br />allow the Purchaser to extend his offer for an additional thirty days. If the Purchaser does not elect to
<br />extend his offer within six days thereafter, then his Good Faith Deposit will be returned, and both the
<br />City and the Purchaser shall be relieved of any further obligation. In no event shall the City be liable for
<br />any damages by reason of its failure to deliver the Bonds, provided such failure is due to circumstances
<br />beyond the City's reasonable control.
<br />
<br />Deliver of Definitive Bonds and Certification of Issue Price. . . Upon payment for the Initial Bond at the
<br />time of the Initial Delivery, the Paying Agent Registrar shall cancel the Initial Bond, provided
<br />registration instructions have been received by the Paying A~ent/Registrar, and shaH register and deliver
<br />the registered definitive Bonds, in any integral multiple of 55,000 for anyone maturity, in accordance
<br />with instructions received from the Purchaser and/or members of the Purchaser's syndicate account. It
<br />shall be the duty of the Purchaser to furnish to the Paying Agent/Registrar, at least five business days
<br />prior to the Initial Delivery, instructions designating the names in which the Bonds are to be registered,
<br />the addresses of the registered Holders, the maturities, interest rates and denominations. The Paying
<br />Agent/Registrar will not be required to accept registration instructions after the fifth business day prior
<br />to Initial Delivery. If such instructions are not received within the specified time period, the cancellation
<br />of the Initial Bond and delivery of registered definitive Bonds will be delayed until such instructions are
<br />received.
<br />
<br />In order to provide the Issuer with information required to enable it to comply with certain conditions of
<br />the Internal Revenue Code of 1986 relating to the exclusion of interest on the Bonds from the gross
<br />income of their owners, the underwriter will be required to complete, execute, and deliver to the Issuer
<br />(on or before 6 business days prior to the date of delivery of the Bonds) a certification as to their "issue
<br />price" substantially in the form and tQ tÀe effect attached hereto or accompanying this Notice of Sale and
<br />Bidding Instructions. In the event the Initial Purchaser wiU not reoffer the Bonds for sale or is unable to
<br />sell a substantial amount of the Bonds of any maturity by the date of delivery, such certificate may be
<br />modified in a manner approved by the Issuer. In no event will the Issuer fail to deliver the Bonds as a
<br />result of the Initial Purchaser's inability to sell a substantial amount of Bonds at a particular price prior to
<br />delivery. Each bidder, by submitting its bid, agrees to complete, execute, and deliver such a certificate,
<br />if its bid is accepted by the Issuer. It will be the responsibility of the Underwriter to institute such
<br />syndicate reporting requirements, to make such investigation, or otherwise to ascertain the facts
<br />necessary to enable it to make such certification with reasonable certainty. Any questions concerning
<br />such certification should be directed to Bond Counsel.
<br />
<br />Conditions to Delivery. . . The obligation of the Purchaser to take up and pay for the Bonds is subject to
<br />the Purchaser's receipt of (a) the legal opinion of Hutchison Price Boyle de Brooks, Austin, Texas, Bond
<br />Counsel for the City ("Bond Counsel"), (b) the no-litigation certificate, and (c) the certification as to the
<br />Official Statement, aU as further described in the Official Statement.
<br />
<br />Lel!;al Opinions. . . The Bonds are offered when, as and if issued, subject to the unqualified legal opinion
<br />of the Attorney General of the State of Texas, and Hutchison Price Boyle de Brooks (see Legal Opinions in
<br />Official Statement); the opinion of said firm will be printed on the Bonds.
<br />
<br />Certification of Official Statement. . . At the time of payment for, and Initial Delivery of, the Bonds, the
<br />City wjJJ execute and deliver to the Purchaser a certificate in the form set forth in the Official
<br />Statement.
<br />
<br />Chanlte in Tax Exempt Status. . . At any time before the Bonds are tendered for delivery, the Purchaser
<br />may withdraw his bid if the interest received by private holders on bonds of the same type and character
<br />shaH be declared to be includable in gross income under present federal income tax laws, either by ruling
<br />of the Internal Revenue Service or by a decision of any Federal court, or shall be declared taxable or be
<br />required to be taken into account in computing any federal income taxes, by the terms of any federal
<br />income tax law enacted subsequent to the date of this Notice of Sale and Bidding Instructions.
<br />
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