Common use of Purchase and Sale of Bonds Clause in Contracts

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] aggregate principal amount of the “City of Sachse, Texas, Special Assessment Revenue Bonds, Series 2020 (Sachse Public Improvement District No. 1 Major Improvement Area Project)” (the “Bonds”), at a purchase price of $[ ] (representing the aggregate principal amount of the Bonds, [less an original issue discount of $[ ]] and less an Underwriter’s discount of $[ ]). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter, (ii) in connection with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10, 2020 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10, 2020 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] 6,820,000 aggregate principal amount of the “City of SachseAustin, Texas, Texas Special Assessment Revenue Bonds, Series 2020 2022 (Sachse Whisper Valley Public Improvement District No. 1 Major Improvement Area Project#2)” (the “Bonds”), at a purchase price of $[ ] 6,585,829.30 (representing the aggregate principal amount of the Bonds, [less an original issue discount of $[ ]] 29,570.70 and less an Underwriter’s discount of $[ ]204,600.00). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter, (ii) in connection with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects #2 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10December 22, 2020 2022 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10December 22, 2020 2022 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] aggregate principal amount of the “City of SachseAustin, Texas, Special Assessment Revenue Bonds, Series 2020 2018 (Sachse Estancia Hill Country Public Improvement District No. 1 Major Improvement Area Project#1)” (the “Bonds”), at a purchase price of $[ ] $ (representing the aggregate principal amount of the Bonds, [less an original issue discount plus a premium of $[ ]$ , and] and less an Underwriter’s discount of $[ ]$ ). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” Municipal Advisor (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges DRAFT and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the UnderwriterUnderwriter and the Underwriter has financial and other interests that differ from any other party to this Agreement, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“"MSRB”"), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects #1 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10[December 1], 2020 2018 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10[December 28], 2020 2018 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL[ _] aggregate principal amount of the “City of SachseManor, Texas, Special Assessment Revenue Bonds, Series 2020 2024 (Sachse Manor Heights Public Improvement District No. 1 Major Improvement Area #4 Project)” (the “Bonds”), at a purchase price of $[ ] (representing the aggregate principal amount of the Bonds, [less an original issue discount of $[ ]] , and less an Underwriter’s discount of $[ ]). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” Municipal Advisor (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects #4 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10[May 23], 2020 2024, and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10[May 23], 2020 2024 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] ______________ aggregate principal amount of the “City of SachseFort Worth, Texas, Special Assessment Revenue Bonds, Series 2020 2017 (Sachse Fort Worth Public Improvement District No. 1 17 (Rock Creek Ranch) Major Improvement Area Project)” ) (the “Bonds”), at a purchase price of $[ ] ___________ (representing the aggregate principal amount of the Bonds, [less an original issue discount of $[ ]] and ____________, less an Underwriter’s discount of $[ ]___________). Inasmuch as this purchase and sale represents a negotiated transaction, the City understandsand the Developer understand, and hereby confirmsconfirm, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined in Section 975(e) of or the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act))Developer, but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees the Developer acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s arm’s-length commercial transaction between among the City City, the Developer and the Underwriter, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, advisor or fiduciary of the CityCity or the Developer, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or the Developer with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City or the Developer on other matters) and the Underwriter has no obligation to the City or the Developer with respect to the offering described herein except the obligations expressly set forth in this Agreement, and (iv) the City has and the Developer have consulted its their own legal, financial financial, and other advisors to the extent it has they have deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City and the Developer further acknowledges acknowledge and agrees agree that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects projects financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City or the Developer. Delivered to the City herewith as a good faith deposit is a corporate check of the Underwriter payable to the order of the City in the amount of $_______. In the event the City accepts this Agreement, such check shall be held by the City as security for the performance by the Underwriter of its obligations to purchase, accept delivery of and pay for the Bonds under this Agreement. Such check shall be held uncashed by the City until the time of Closing (as defined herein), at which time such check shall be returned uncashed to the Underwriter. In the event that the City does not accept this Agreement, such check will be immediately returned to the Underwriter. Should the City fail to deliver the Bonds at the Closing, or should the City be unable to satisfy the conditions of the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in this Agreement (unless waived in writing by the Underwriter), or should such obligations of the Underwriter be terminated for any reason permitted by this Agreement, such check shall immediately be returned to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, such check shall be cashed and the amount thereof retained by the City as and for fully liquidated damages and not as a penalty for such failure of the Underwriter, and no party shall have any further rights against the other hereunder. Acceptance of such check by the City shall constitute a full release and discharge of all claims and damages for such failure and/or any and all such defaults, and the City shall have no further action for damages, specific performance, or any other legal or equitable relief against the Underwriter. The Underwriter and the City understand that in such event the City’s actual damages may be greater or may be less than such amount. Accordingly, the Underwriter hereby waives any right to claim that the City’s actual damages are less than such amount, and the City’s acceptance of this Agreement shall constitute a waiver of any right the City may have to additional damages from the Underwriter. The Underwriter hereby agrees not to stop payment on the check or cause payment on such check to be stopped unless the City has breached any of the terms of this Agreement. Immediately following the Closing, the City shall return the good faith check to the Underwriter. Submitted herewith is (1) a completed and notarized Form 1295 for the Underwriter in connection with the Underwriter’s participation in the execution of this Agreement generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Underwriter Form 1295”), and (2) a completed and notarized Form 1295 for the Developer in connection with the Developer’s participation in the execution of this Agreement generated by the TEC electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Developer Form 1295”). The City hereby confirms receipt of the Underwriter Form 1295 from the Underwriter and the receipt of the Developer Form 1295 from the Developer; and, the City agrees to acknowledge such forms with the TEC through its electronic filing application not later than the 30th day after the receipt of each respective form. The Underwriter, the Developer and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Underwriter Form 1295 or the Developer Form 1295; that the information contained in each respective form has been provided solely by the Underwriter or the Developer, as applicable; and, neither the City nor its consultants have verified such information. The Bonds shall be dated November 10, 2020 the date of their issuance and delivery and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I Exhibit A hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10______________, 2020 2017 (or such other date as may be agreed to by the City City, the Developer and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL[ _] aggregate principal amount of the “City of SachseManor, Texas, Special Assessment Revenue Bonds, Series 2020 2024 (Sachse Manor Heights Public Improvement District No. 1 Major Improvement Area #4 Project)” (the “Bonds”), at a purchase price of $[ ] (representing the aggregate principal amount of the Bonds, [less an original issue discount of $[ ]] , and less an Underwriter’s discount of $[ ]). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects #4 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10, 2020 as of the Closing Date (defined below) and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10June 20, 2020 2024 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] aggregate principal amount of the “City of SachseAustin, Texas, Special Assessment Revenue Bonds, Series 2020 2019 (Sachse Whisper Valley Public Improvement District No. 1 Major Improvement Area Project#1)” (the “Bonds”), at a purchase price of $[ ] $ (representing the aggregate principal amount of the Bonds, [less an original issue discount plus a net premium of $[ ]$ ,] and less an Underwriter’s discount of $[ ]$ ). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City DRAFT acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the UnderwriterUnderwriter and the Underwriter has financial and other interests that differ from the City, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, and (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects #1 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10, 2020 2019 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10, 2020 2019 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] aggregate principal amount of the “City of SachseAustin, Texas, Special Assessment Revenue Bonds, Series 2020 2018 (Sachse Estancia Hill Country Public Improvement District No. 1 Major Improvement Area Project#2)” (the “Bonds”), at a purchase price of $[ ] $ (representing the aggregate principal amount of the Bonds, [less an original issue discount plus a premium of $[ ]$ , and] and less an Underwriter’s discount of $[ ]$ ). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” Municipal Advisor (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges DRAFT and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the UnderwriterUnderwriter and the Underwriter has financial and other interests that differ from any other party to this Agreement, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“"MSRB”"), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Xxxx proceeds and the construction of the Major Improvement Area Projects #2 Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated November 10[December 1], 2020 2018 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on November 10[December 28], 2020 2018 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).