1988-070-RES WHEREAS, the City Council of the City of Paris is desirous of effecting needed repair, improvement and

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Condilions 10 Delivery: The "'1.1ion of the Purch.ser 10 l.ke u~ .nd p.y f 'he Bonds is subjecl 10 the Purch.ser:s rempl of la) the legal opinio "cCall Parkhursl & Hortonl Dallas, h , Bond Counsel for the City ('Bond Counsel'l, Ibl the no-lillgation cerlificale, and Icl the cer ification as 10 the Official State.ent, all as further described in the Official State.ent. The Purch.ser , in order 10 provide lhe issuer ICityl oilh the infor.ation necess.ry t. en.ble it 10 cOlply oilh cerl.in condilions of the lnlern.l Revenue Code of 1986 rel.ting 10 the exeoplion of interest on the Bonds froo gross incooe of lheir ooners Mill be required 10 cOlplele, execute1 .nd deliver to the City (on or bef.re the d.le of delivery of the Inili.l BondI a cerlificalion as 10 the 'Issue rrice' subslanlially in the for. and 10 the effect attached hereto and ,ccoIP.nying this Holice of Sale .nd Bidding Instruclions. Each bIdder, by sublitting his bid agrees 10 cOlplele execule .nd deliver such cerlificale by the d.te of delivery of the Initial Bond, if its bl~ is'accepled by the City. II Mill be the responsibilily of the Purch.ser 10 instilute such syndic.te reporting requirelents; 10 ..ke such inyestig.tion, or olheroise 10 .scerl.in the facts necess.fY 10 enable it to lake such certification. Any questions concerning such cerlificale should be direcled 10 Bond Counsel. leoal Opinions: The Bonds .re offered ohenl as .nd if issued, subject to the unqualified legal opinion of the Attorney Seneral of Texas and of "essrs. "cCall rarkhurst & Horton Bpnd Counsel to the effect lhat the Bonds are valid and leg.lly binding obligations of the Cily 0/ P.ris, Tex.s and oilh respect to Bond Counsel's opinion that the intereslon lhe Bonds is exelpt frol federal incole taxallon under existing 1.0. (See caption 'Tax Exe.plion' in the Official St.le.enlo Such opinion oill be printed on the definilive bonds. Certification of Official Slate.enl: Al lhe ti.e of p'Ylenl for and Delivery of the Inilial Bond, lhe Purchaser oill be furnished. cerllflc.le, executed by the proper offici.ls of the Cily, acting in their official capacily, certifying the infor.alion as sel forlh in the Dffici.l Slalelenl. Ch.n~e in T.x Exe.pt Slatus: Al any tile before the B.nds .re tendered for delivery, the Purchaser .ay oilhdr.o his bid If I e Inlerest received by privale holders on securilies of the sa.e type and character as the Bonds shall be declared 10 be laxable incole under presenl Feder.1 incole lax laosl eilher by ruling of the Inlernal Revenue Service or by a decision of any Federal Courl, or shall be declared to De l.xable or be required to be laken inlo account in co.putlng anr Feder.l incole l.xesl by Ihe ter.s of any Federal incole tax lao enacled subsequenl 10 lhe dale of lhis Hollce of Sa e and Bidding Inslruc ions. SENERAl Fin.nci.1 Advisor's Rilht 10 Bid: Rauscher Pierce Refsnes, Inc., is elployed as Fin.ncial Advisor 10 the City of Paris, Tex.s, In connecllon 0' h the Issuance of the Bonds. The Fln.ncial Advisor 5 fee for services rendered oilh respect to lhe sale of lhe Bonds is conlingent upon Ihe issuance .nd delivery of lhe Bonds. Rauscher Pierce Refsnes, Inc. h.s reserved Ihe right to suboil a bid for the Bonds, eilher independently or as a .e.ber of a syndic.le forled 10 sub.il a bid for Ihe Bonds. Rauscher Pierce Refsnes, Inc. in ils capacity .5 Financial Advisor h.s not verified and does nol assune any responsibility for the infor.alion, covenanls, and represenlalions conlained in any of the Bonds doculenlalion oilh respect 10 lhe Federal inco.e lax slalus of lhe Bonos. Blue Sky laos: By suboission of his bid lhe Purchaser represenls Ihat lhe sale of lhe Bonds in Stales olher than Texas 0111 be .ade only pursuanl 10 exelplions Iro. registration, or ohere necessarYl lhe Purchaser oill regisler lhe Bonds in .ccordance oilh lhe securities lao of the 51 ales in ohlch the Bonds are ofTered or sold. The City of Paris agrees 10 cooperale oilh lhe Purchaser al Ihe Purchaser's orilten requesl and expense, in registering Ihe Bonds or obtaining an exelplion fro. regislralion in any slale ohere such aclion is necessary, except that the Cily shall not be required 10 consent 10 service of process in any such jurisdiction . Not an Offer 10 Sell: This Nolice of Sale does nol alone constitute an offer 10 sell Ihe BondsL bul is .erely notice of Ihe s.le of lhe Bonds. The offer 10 sell Ihe B.nds is being .ade by .eans of the Notice of Sale and Bidding lnslruclions, Ihe Official Bid For. and the Official Slalelenl. Prospective purchasers are urged 10 carefully ex..ine Ihe Official Slaleoent 10 deler.ine Ihe invesllenl quality of Ihe Bonds. lssu.nce of Addilional Waler & Seoer Systel Revenue Debl: The Cily has $300,000, voted but unissued o~ler and seoer SYSIEI revenue bonds; bul does nol anllclpale Ihe aulhorlzation and issuance of any of I~ose bonds, because they oere voled in 1956 and 19b5. Rali~Qs: An applic.lion for a conlracl raling on this issue has been .ade to "oody's Investors Service Inc. The City's ou 5 .nding general obligalion lax debt is raled 'A' by "oody's lnveslors Servicel Inc. and its Waleroor~s & Seoer Syslel Revenue Refunding Bonds, Series 1983 are raled 'AAA' by Slandard & Po.r's Corp.ra i.n by reason of being insured. The results of the delerlinalions by Moody's [nveslors Service, Inc. on Ihis issue Mill be provided as soon as possible. "unicipal Bond lnsurance: In Ihe evenl Ihe Bonds are qualified for .unicipal bond insurance, and Ihe purchaser desires 10 purchase such Insurance, the co 51 thereof Mill be paid by the Purchaser, and it oill be Ihe duty of Ihe Purchaser 10 disclose Ihe exislence of Insurance, its lerls and Ihe effecl Ihereof oilh respecl 10 Ihe Bond holders. 3