08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation

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at least five percent of the registered voters of the Issuer prior to the adoption of the Certificate Ordinance, then the Issuer may proceed with the issuance without holding an election. (2) The Certificates will be "ordered to be issued" when and if the City Council approves an ordinance (the "Ordinance") on the Sa1e Date. The Ordinance provides for (i) the terms of the Certificates, including the principal amortization schedule and interest rates, (ii) the redemption right of the Issuer with respect to the Certificates, (iii) the Issuer's commitment to levy its debt service tax each year in an amount sufficient to pay the debt service on the Certificates to the extent that the other revenues are not on deposit in the Issuer's Interest and Sinking Fund for the Certificates in amounts sufficient to pay the debt service on the Certificates when the annual tax levy is set, (iv) the sale of the Certificates to the Purchasers, (v) the approval of a paying agent agreement to whom you will make semiannual payments sufficient to pay the debt service on the Certificates, (vi) certain other covenants of the Issuer that are designed to allow the Issuer to issue the Certificates as tax-exempt obligations and (vii) the Issuer's commitment ta annually provide information to certain persons that describe the Issuer's financial condition, the status of the Certificates and certain other matters. As you can see, the Ordinance is an omnibus undertaking ofthe Issuer that is intended to provide for all actions and undertakings that are required for the issuance, sale and delivery 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. (3) As noted above, the Certificates will be sold to the Purchasers in accordance with the provisions of the Ordinance and the terms of the Issuer's Notice of Sale. The Notice of Sale obligates the lssuer make certain representations to the Pu.rchasers to the effect that the Issuer is authorized to issue the Certificates and that it has made full disclosure to the Certificate holders of all material information. Therefore, if there are any unusual financial, legal or other circumstances affecting the Issuer which would make such representations or statements made by the Issuer untrue, you should let your Financial Advisor know about them as soon as possible. As a condition to the Purchasers paying for the Certificates, they will require this tirm to deliver our Bond Counsel opinion to them, through which we will apine that the Certificates are valid abligations 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 incame taxation. State law will also require the delivery of an opinion of the Texas Attorney General approving the Certificates. (4) The Issuer will offer the Certificates into the public debt markets prior to the time that the City Council meets to accept the Purchasers' 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. Again, your financial advisor wi11 assist you in the marketing of the Certificates to the Piu•chasers. On the Sale Date, the City Council will consider the terms offered to the Issuer by the winning bidder based upon the market conditions and other factors that determine interest rates and pricing information. The Issuer, working with its financial advisor and Bond Counsel, will prepare an offering document called an "Official Stateinent" that contains financial and operating data concerning the Issuer, and infonnation Page 2 of 6