O-2017-3666 Certificate of Obligation, Series 2017

Browse Search

company, financial institution or other agency to act as Paying Agent/Registrar for the Certificates. The City reserves the right to change the Paying Agent/Registrar for the Certificates on not less than sixty(60) days' written notice to the Paying Agent/Registrar, as long as any such notice is effective not less than 60 days prior to the next succeeding principal or interest payment date on the Certificates. Promptly upon the appointment of any successor Paying Agent/Registrar, the previous Paying Agent/Registrar shall deliver the Register or a copy thereof to the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall notify each Registered Owner, by United States mail, first class, postage prepaid, of such change and of the address of the new Paying Agent/Registrar. Each Paying Agent/Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of this Ordinance. ARTICLE VII PROVISIONS CONCERNING SALE AND APPLICATION OF PROCEEDS OF CERTIFICATES Section 7.1: Sale of Certificates. The sale of the Certificates to the Purchaser at a price of par pursuant to a loan commitment received from the Purchaser is hereby approved. The City shall pay a 1.85% origination fee to the Purchaser. It is hereby found, determined and declared that the price and terms of the Certificates are the most advantageous reasonably obtainable by the City. The Mayor and all other officers, agents and representatives of the City are hereby authorized to do any and all things necessary to provide for the issuance and delivery of the Certificates. Section 7.2: Approval, Registration and Delivery. The Mayor is hereby authorized to have control and custody of the Certificates and all necessary records and proceedings pertaining thereto pending their delivery, and the Mayor and other officers and employees of the City are hereby authorized and directed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the Certificates and to assure the investigation, examination and approval thereof by the Attorney General and the registration of the initial Certificates by the Comptroller. Upon registration of the Certificates, the Comptroller (or the Comptroller's certificates clerk or an assistant certificates clerk lawfully designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificates prescribed herein to be attached or affixed to each Certificates initially delivered and the seal of the Comptroller shall be impressed or printed or lithographed thereon. Section 7.3: Private Placement Memorandum. The City Council hereby approves the form and content of the Private Placement Memorandum prepared in connection with the sale of the Certificates, and approves the delivery of the Private Placement Memorandum to the Purchaser, with such changes therein or additions thereto as the officials executing the same may deem advisable, such determination to be conclusively evidenced by their execution thereof. Section 7.4: Deposit of Proceeds; Escrow Agreement. Immediately following the delivery of the Certificates and prior to the deposit of the proceeds from the sale of such Certificates in the Construction Fund referenced in Section 9.2 of this Ordinance, such proceeds shall be held in trust and in escrow pursuant to the written escrow agreement described below pending written authorization to release said proceeds. 12 HOU:3746876.1