16-Deliberate and act on resolution directing the City Clerk to publish notice of intent to issue tax and revenue certificates

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its debt service tax each year in an amount sufficient to pay the debt service on the Bonds; (iii) the sale of the Bonds to the Underwriter; (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 Bonds; (vi) instructions to the paying agent for the Refunded Obligations to give notice to the holders of the Refunded Obligations that they are being called for redemption; (vii) approval of an escrow agreement whereby the proceeds of the Bonds will be used to pay the debt service on the Refunded Obligations; and (viii) certain other covenants of the Issuer that are designed to allow the Issuer to issue the Bonds 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 Bonds. 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. (3) As noted above, the Bonds will be sold to the Underwriter in accordance with the provisions of the Ordinance and, in addition, the Underwriter will want the Issuer to sign a Bond Purchase Contract on the Sale Date that will set forth the terms of the sale of the Bonds. We have reviewed but not drafted this Contract, and you should know that while it is a fairly routine form of document for this type of transaction, it does commit the Issuer to sell the Bonds to the Underwriter at the price to be negotiated between the Issuer and the Underwriter. In addition, it contains representations of the Issuer to the Underwriter to the effect that the Issuer is authorized to issue the Bonds and that it has made full disclosure to the Underwriter and the bond investors of all material information. As a condition to the Underwriter's payment for the Bonds, the Underwriter will require this firm to deliver our Bond Counsel opinion to them, in which we will opine that the Bonds are valid obligations of the Issuer and that, assuming ongoing compliance by the Issuer with the provisions of the Ordinance, the interest on the Bonds will be exempt from federal income taxation. The Bond Purchase Contract will also require the delivery of an opinion of the Texas Attorney General approving the Bonds, as is required by State law. We will review the Issuer's representations and agreements in the Bond Purchase Contract to ensure that it is appropriate for the Issuer to make the representations and agreements of the nature contained in the Purchase Contract. However, 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 Bond Purchase Contract untrue, you should let the Underwriter, your financial advisor and/or the undersigned know about them as soon as possible. (4) You should know that the purchase price for the Bonds will be somewhat higher than the principal amount of the Bonds. This is because additional proceeds are being generated by the sale of certain of the Bonds at a premium. The premium will be used to fund the escrow fund created by the escrow agreement, mentioned above, and to pay costs of issuance of the Bonds. The premium has been taken into account in determining the savings from the refunding, which have been calculated by your financial advisor. (5) The Underwriter of the Bonds will offer the Bonds into the public debt markets prior to the time that the City Council meets to accept the Underwriter's offer for the Bonds. Through this process, the Bonds will be "priced" - i.e., interest rates and premiums or discounts, if any, for the Bonds will be established. On the Sale Date, the City Council will consider the