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Page 5 of 6 <br />Legal Structure and Financing Documents <br />The proposed resolution will approve the following documents. Each of the documents is <br />presented in substantial final form and will be completed after the Bonds are priced (i.e., when <br />the principal amount of the Bonds, the interest rates and the original issue premium or <br />discount is determined). <br />• Indenture of Trust – The Indenture is a contract between the Authority and U.S. Bank <br />National Association, acting as trustee for the holders of the Bonds. The Indenture <br />specifies the trustee, dated date, maturity date or dates, interest rate or rates, interest <br />payment dates, denominations, forms, registration privileges, manner of execution, <br />place or places of payment, terms of redemption and other terms of the Bonds. <br />• Installment Sale Agreement – The Installment Sale Agreement is a contract between <br />the Authority and the City, under which the Authority agrees to provide financing for the <br />water projects and to sell the completed water projects to the City in consideration of the <br />payment by the City of semiannual installment payments which are sufficient to provide <br />revenues with which to pay principal of, and interest on, the Bonds when due. <br />• Bond Purchase Agreement – The Bond Purchase Agreement is a contract among the <br />Authority, the City and Siebert Williams Shank & Co., LLC., as underwriter, whereby the <br />Authority agrees to sell the Bonds to the Underwriter and the Underwriter agrees to buy <br />the Bonds from the Authority for resale to the public. <br />• Preliminary Official Statement – The Preliminary Official Statement is the offering <br />statement used by the Underwriter to inform the marketplace of the terms of the Bonds, <br />material information regarding the City’s water system and related matters. It contains <br />all relevant information for the investors to decide whether to purchase the Bonds. <br />• Continuing Disclosure Certificate – Contained in the Preliminary Official Statement is <br />the form of Continuing Disclosure Certificate, which requires the City to submit annual <br />continuing disclosure reports and notice of certain listed events to the marketplace as <br />long as the Bonds are outstanding. <br />Financing Team Participants <br />The complex legal and financial structure of municipal debt requires issuing agencies to rely <br />heavily upon experienced professional consultants to assist with the process. City staff <br />assembled a team of professionals to assist the City in this transaction. All fees associated <br />with the financing will be paid by the Bonds. <br />Municipal Advisor - PFM. Ensures that the issuing entity’s interests are protected when the <br />transaction is being structured and when interest rates are established on the Bonds. <br />Bond Counsel/Disclosure Counsel - Jones Hall. Drafts the documents required to complete <br />the sale of bonds as well as ensures compliance with all of the legal requirements surrounding <br />municipal debt. <br />Underwriter - Siebert Williams Shank & Co. Securities dealer who helps government entities <br />bring bond issues to market by purchasing the bonds from the issuer and then reselling the <br />bonds to investors. <br />Trustee - U.S. Bank: Financial institution with trust powers that is given fiduciary powers by a <br />Page 7 of 205