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ARTICLE VII SALE OF THE BONDS; CONTROL AND DELIVERY OF THE BONDS Section 7.01. Sale of Bonds: Official Statement. (a) The Bonds are hereby officially sold and awarded to A.G. Edwards & Sons, Inc. and Southwest Securities, in accordance with the terms and provisions of that certain Bond Purchase Agreement relating to the Bonds between the City and the Purchaser and dated the date of the passage of this Order. The form and content of such Bond Purchase Agreement are hereby approved, and the Mayor of the City is hereby authorized and directed to execute and deliver such Bond Purchase Agreement. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of A.G. Edwards & Sons, Inc. or its designee. (b) The form and substance of the Official Statement for the Bonds and any addenda, supplement or amendment thereto (the "Official Statement") presented to and considered at this meeting, is hereby in all respects approved and adopted, and the Preliminary Official Statement is hereby confirmed as deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(l) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, by the City Council. The Mayor and City Clerk of the City are hereby authorized and directed to execute the same and deliver appropriate numbers of executed copies thereof to the Purchaser of the Bonds. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the Mayor of the City and the Purchaser of the Bonds, may be used by the Purchaser in the public offering and sale thereof. The use and distribution of the Official Statement in the public offering of the Bonds by the Purchaser is hereby ratified, approved and confirmed. The City Clerk of the City is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement for the Bonds and the preliminary public offering of the Bonds by the Purchaser is hereby ratified, approved and confirmed. (c) All officers of the City are authorized to do any and all things to execute and deliver any and all documents, certificates or other instruments necessary or required for the issuance of any policy or policies of municipal bond insurance relating to the Bonds. The ordinance requirements and accompanying commitments for such insurance are hereby approved and made a part of this Ordinance by reference. To the extent permitted by applicable law, the City will comply with all notice and other applicable requirements of the insurer issuing the municipal bond insurance policy and financial guaranty insurance in connection with the issuance of the Bonds, as such requirements maybe in the effect and transmitted to Bond Counsel with such insurer's commitment to issue such insurance. (d) All officers of the City are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Bonds in accordance with the Bond Purchase Agreement. Section 7.02. Control and Delivery of Bonds. (a) The Mayor of the City is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas, and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. San Marcos WS 2oo5A: Ordinance 11-16-2005 21