08 - Certificates of Obligation Series 2021 - Wastewater Plant

Home Browse Search

amortization schedule and interest rates; (ii) the Issuer's commitment to levy its debt service tax each year in an amount sufficient to pay the debt service on the Certificates and/or to apply Surplus Revenues of the System to pay debt service on the Certificates; (iii) the sale of the Certificates to the Purchaser; (iv) the approval of this engagement letter; (v) approval of a paying agent agreement to whom you will make semiannual payments sufficient to pay the debt service on the Certificates; (vi) covenants obligating the Issuer to make periodic filings of operating and financial data in accordance with Rule 15c2-12 of the Securities and Exchange Commission; and (vii) certain other covenants of the Issuer that are designed to allow the Issuer to issue the Certificates as tax-exempt obligations. As you can see from the foregoing description, the Ordinance is an omnibus undertaking of the Issuer that is intended to provide for all actions and undertakings that are required for the issuance of the Certificates. There will be other certificates and letters that will be required to be executed by officers of the Issuer on the Sale Date, but they all spring from, and are authorized by, the Ordinance. (2) As noted above, the Certificates will be sold to the Purchaser in accordance with the provisions of the Ordinance and, in addition, the Purchaser will want the Issuer to certify that, as of the date of delivery of the Certificates, that the information regarding the Certificates and the Issuer in the Official Statement (as described below) and the representations of the Issuer made in the Purchase Agreement are true and correct and do not omit any information that is material to a decision to invest in the Certificates, and that no litigation is pending against the Issuer that would be material to an investor (such certification is the "Closing Certificate" of the Issuer). Thus, if there are any unusual financial or legal circumstances affecting the Issuer that would make the covenants, representations or statements made by the Issuer in the Closing Certificate untrue, you should let the Purchaser, your financial advisor and/or the undersigned know about them as soon as possible. As a condition to the Purchaser's payment for the Certificates, the Purchaser will require this firm to deliver our Bond Counsel opinion to them, in which we will opine that the Certificates are valid obligations of the Issuer and that, assuming ongoing compliance by the Issuer with the provisions of the Ordinance, the interest on the Certificates will be exempt from federal income taxation. The terms of sale as set forth in the Notice of Sale will also require the delivery of an opinion of the Texas Attorney General approving the Certificates, as is required by State law. (3) The Purchaser will offer the Certificates into the public debt markets prior to the time that the City Council meets to accept the Purchaser's offer for the Certificates. Through this process, the Certificates will be "priced" — i.e., interest rates and premiums or discounts, if any, for the Certificates will be established. On the Sale Date, the City Council will consider the terms offered to the Issuer by the Purchaser based upon the market conditions and other factors that determine interest rates and pricing information. In connection with the offering of the Certificates, the City Council will approve an offering document called an "Official Statement" that contains financial and operating data concerning the Issuer, and information that describes the Certificates. The Issuer is responsible for the information that is contained