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ARTICLE VII SALE OF THE CERTIFICATES; CONTROL AND DELIVERY OF THE CERTIFICATES Section 7 O1. Sale of Certificates. Official Statement. (a) The Certificates are hereby officially sold and awardedto A.G. Edwards & Sons, Inc., Estrada Hinojosa & Co., Inc., Morgan Keegan & Company, Inc. and Wells Fargo Brokerage Services, LLC, in accordance with the terms and provisions of that certain Purchase Contract relating to the Certificates between the City and the Purchaser and dated the date of the passage of this Ordinance. The form and content of such Purchase Agreement are hereby approved, and the Mayor of the City is hereby authorized and directed to execute and deliver such Purchase Agreement. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. The Certificates shall initially be registered in the name of A.G. Edwards & Sons, Inc., or its designee. (b) The form and substance of the Official Statement for the Certificates and any addenda, supplement or amendment thereto (the "Official Statement") presented to and considered at this meeting, is hereby in all respects approved and adopted, and the Prelirrunary Official Statement is hereby confirmed as deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Secunt~es Exchange Act of 1934, as amended, by the City Council. The Mayor and Interun City Clerk of the City are hereby authorized and directed to execute the same and deliver appropriate numbers of executed copies thereof to the Purchaser of the Certificates. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the Mayor of the City and the Purchaser of the Certificates, may be used by the Purchaser in the public offering and sale thereof. The use and distribution of the Official Statement in the public offering of the Certificates by the Purchaser ~s hereby ratified, approved and confirmed. The Interim City Clerk of the City is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the pernanent records of this meeting. The use and distribution of the Preliminary Official Statement for the Certificates and the preliminary public offering of the Certificates by the Purchaser ~s hereby ratified, approved and confirmed. (c) All officers of the City are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Certificates in accordance with the Purchase Contract. (d) All officers of the City are authorized to do any and all things to execute and deliver any and all documents, certificates or other instruments necessary or required for the issuance of any policy or policies of municipal bond insurance relating to the Certificates. The ordinance requirements and accompanying commitments for such insurance are hereby approved and made a part of this Ordinance by reference. To the extent permitted by applicable law, the Crty will comply with all notice and other applicable requirements of the insurer issuing the municipal bond insurance policy and financial guaranty insurance in connection ~th the issuance of the Bonds, as such requirements may be in the effect and transmitted to Bond Counsel with such insurer's commitment to issue such insurance (e) The obligation of the Purchaser to accept delivery of the Certificates is subject to the Purchaser's being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel for the City, which opinion shall be dated and delivered the Closing Date. The engagement of such San Marcos CIRCO 20078 Ordinance