Res 1991-052 - Laserfiche WebLink

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Delivery of Definitive Bonds Upon payment for the Bonds at the time of the Initial Delivery, the Paying Agent/Registrar shall cancel the Initial Bond, provided registration instructions have been received by the Paying Agent/Registrar, and shall register and deliver the registered definitive Bonds, in any integral multiple of $',000 for anyone maturity, in accordance with instructions received from the Purchaser and/or members of the Purchaser's syndicate account. It shall be the duty of the Purchaser to furnish to the Paying Agent/Registrar, at least five business days prior to the Initial Delivery, written instructions designating the names in which the Bonds are to be registered, the addresses of the registered owners, the maturities, interest rates and denominations. The Paying Agent/Registrar will not be required to accept registration instructions after the fifth business day prior to Initial Delivery. If such written instructions are not received within the specified time period, the cancellation of the Initial Bond(s) and delivery of registered definitive Bonds may be delayed until such instructions are received. Conditions to Delivery The obligation of the Purchaser to take up and pay for the Bonds is subject to the Purchaser's receipt of (a) the legal opinion of Hutchison Boyle Brooks & Fisher, A Professional Corporation, Austin and Dallas, Texas, Bond Counsel for the City ("Bond Counsel"), (b) the no-litigation certificate, and (c) the certification as to thf'. Official Statement, aU as further described in the Official Statement. In order to provide the City with information required to enable it to comply with certain conditions of the Internal Revenue Code of 1'&6 relating to the exemption of interest on the Bonds from the gross income of their owners, the Purchaser will be required to complete, execute, and deliver to the City (on or before the date of delivery of the Bonds) a certification as to their "issue price" substantially in the form and to the effect attached hereto or accompanying this Notice of Sale and Bidding Instructions. In the event the successful bidder will not reoffer the Bonds for sale, such certificate may be modified in a manner approved by the City. In no event will the City fail to deliver the Bonds as a result of the Initial Purchaser's inability to sell a substantial amount of the Bonds at a particular price prior to delivery. Each bidder, by submitting its bid, agrees to complete, execute, and deliver such a certificate by the date of delivery of the Bonds, if its bid is accepted by the City. It will be the responsibmty of the Purchaser to institute such syndicate reporting requirements to make such investigation, or otherwise to ascertain the facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to Bond Counsel. Legal Opinions The Bonds are offered when, as and if issued, subject to the approval of the Attorney General of the State of Texas. Delivery of and payment for the Bonds is subject to the receipt by the Purchaser of opinions of Bond Counsel, to the effect that the Bonds are valid and binding obligations of the City and that the interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Exemption" herein, including the alternative minimum tax on corporations. Certification of Official Statement A t the time of payment for, and Initial Delivery of, the Bonds, the City will execute and deliver to the Purchaser a certificate in the form set forth in the Official Statement. Change in Tax Exempt Status At any time before the Bonds are tendered for delivery, the Purchaser may withdraw its bid if the interest received by private holders on bonds of the same type and character shall be declared to be taxable income under present federal income tax laws, either by ruling of the Internal Revenue Service or by a decision of any Federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes, by the terms of any federal income tax law enacted subsequent to the date of this Notice of Sale and Bidding Instructions. GENERAL Financial Advisor First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. First Southwest Company may submit a bid for the Bonds, either independently or as a member of a syndicate organized to submit a bid for the Bonds. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants and representations contained in any of the bond documentation with respect to the federal income tax status of the Bonds or the possible impact of any present, pending for future action taken by any legislative or judicial bodies. -ili-