O-2010-3232 Certificates of Obligation Series 2010 and General Obligation Refunding Bonds

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to an Official Notice of Sale and Preliminary Official Statement prepared and distributed in connection with the sale of the Bonds. Section 7.2.: Approval, Registration and Delivery. The Mayor is hereby authorized to have control and custody of the Bonds 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 Bonds and to assure the investigation, examination and approval thereof by the Attorney General and the registration of the initial Bonds by the Comptroller. Upon registration of the Bonds, 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.: Offering Documents; Ratings. The City hereby approves, ratifies and confirms the form and contents of the Official Notice of Sale and Preliminary Official Statement, attached hereto as Exhibit D and Exhibit E, respectively, and hereby approves the preparation of the final Official Statement, in substantially the form of the Preliminary Official Statement, with such revisions as are necessary to reflect the terms of the sale of the Bonds, and ratifies and approves the distribution of such Official Notice of Sale and Preliminary Official Statement and approves the distribution of the final Official Statement and any addenda, supplement or amendment thereto, in the offer and sale of the Bonds and in the reoffering of the Bonds by the Purchaser, with such changes therein or additions thereto as the officials executing same may deem advisable, such determination to be conclusively evidenced by their execution thereof. The Mayor is hereby authorized and directed to execute, and the City Secretary is hereby authorized and directed to attest, the final Official Statement. It is further hereby officially found, determined and declared that the statements and representations contained in the Preliminary Official Statement and final Official Statement are true and correct in all material respects, to the best knowledge and belief of the City Council, and that, as of the date thereof, the Preliminary Official Statement was an official statement of the City with respect to the Bonds that was deemed "final" by an authorized official of the City except for the omission of no more than the information permitted by subsection (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission. Further, the City Council hereby ratifies, authorizes and approves the actions of the Mayor, the City's financial advisor and other consultants in seeking ratings on the Bonds from Standard & Poor's Ratings Group and such actions are hereby ratified and confirmed. Section 7.4.: Application of Proceeds of Bonds. (a) Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: (1) A portion of the proceeds shall be applied to pay expenses arising in connection with the issuance of the Bonds and the refunding of the Refunded Obligations; (2) Proceeds in the amount of $4,302,262.86 shall be deposited with the paying agent for the Refunded Obligations; and 11 HOU:3009756.3