ORD 2009-27 - G.O. Bonds Issuance of Series 2009 03-03-2009e
ORDINANCE 2009 -27
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT, A BOND PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND
DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING
TO THE BONDS
Adopted March �P, 2009
}RMISVIUDGORe(g109: O�dm.e
TABLE OF CONTENTS
Page
Section 1 Recitals, Amount and Purpose of the Bonds .................. 2
Section 2 Definitions ............. ............................... 2
Section 3 Amount, Name, Purpose, and Authorization .................. 2
Section 4 Date, Denomination, Maturities, Numbers, Interest and Redemption. 2
Section 5 Redemption . ........... ............................... 4
(a) Right of Redemption .. ............................... 4
(b) Notice of Redemption to Bondholder .................... 4
(c) Effect of Redemption . ............................... 4
Section 6 Characteristics of the Bond ............................... 4
(a) Registration, Transfer, Conversion and Exchange; Authentication 4
(b) Payment of Principal and Interest ........................ 5
(c) In General .......... ............................... 6
(d) Substitute Paying Agent/Registrar ....................... 6
(e) Book - Entry-Only- System .............................. 7
(f) Successor Securities Depository; Transfer Outside Book -Entry- 7
OnlySystem .......... ............................... .
(g) Payments to Cede & Co ............................... 8
(h) DTC Blanket Letter of Representations ................... 8
(i) Cancellation of Initial Bond ............................. 8
Section 7 Form of Bond .......... ............................... 8
Section 8 Tax Levy .............. ...............................
18
Section 9 Defeasance of Bonds ..... ...............................
18
Section 10 Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds ..........
19
(a) Replacement Bonds ... ...............................
19
(b) Application for Replacement Bonds ......................
19
(c) No Default Occurred .. ...............................
20
(d) Charge for Issuing Replacement Bonds ...................
20
(e) Authority for Issuing Replacement Bonds ..................
20
Section 11 Custody, Approval, and Registration of Bond; Bond Counsel's
Opinion............... ............................... 20
HUNTSVILLE\GOR.V9. O�dma
Section 12 Covenants Regarding Tax Exemption of Interest on the Bond ..... 20
(a) Covenants .......... ............................... 20
(b) Rebate fund ......... ............................... 22
(c) Proceeds ........... ............................... 22
(d) Disposition of Project .. ............................... 22
(e) Designation as Qualified Tax - Exempt Obligation ............ 23
Section 13 Sale of Bond ........... ............................... 23
Section 14 Approval of Paying Agent/Registrar Agreement and Escrow
Agreement............. ............................... 23
Section 15 Refunding of Refunded Obligations ......................... 23
Section 16 Approval of Official Statement ............................ 24
Section 17 Insurance Provisions ..... ............................... 24
Section 18 Continuing Disclosure .... ............................... 24
(a) Annual Reports ...... ............................... 24
(b) Material Event Notices . ............................... 25
(c) Limitations, Disclaimers, and Amendments ................. 25
Section 19 Amendment of Ordinance . ............................... 27
Section 20 Remedies in Event of Default .............................. 28
Section 21 No Recourse Against City Officials ......................... 29
Section 22 Further Actions ......... ............................... 29
Section 23 Perfection ............. ............................... 29
Section 24 Interpretations .......... ............................... 29
Section 25 Inconsistent Provisions ... ............................... 29
Section 26 Interested Parties ........ ............................... 30
Section 27 Severability ............ ............................... 30
Section 28 Funds and Accounts ..... ............................... 30
Section 29 Repealer .............. ............................... 30
HU SVILLaGOReW9: prdmnnce ii
Section 30
Effective Date .......... ............................... 30
Section 31
Payment of Attorney General Fee .......................... 30
Exhibit "A"
Definitions
Exhibit "B"
Paying Agent/Registrar Agreement
Exhibit "C"
Bond Purchase Agreement
Exhibit "D"
Notices of Redemption/Defeasance
Exhibit "E"
Escrow Agreement
Exhibit "F"
Continuing Disclosure
HUNTSVMLEZORd, \D9: iii
ORDINANCE NO. 2009-
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT, A BOND PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND
DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING
TO THE BONDS
THE STATE OF TEXAS §
COUNTY OF WALKER §
CITY OF HUNTSVILLE §
WHEREAS, the City of Huntsville, Texas (the "City ") has previously issued the following
series of obligations payable from ad valorem taxes:
City of Huntsville, Texas Combination Tax and Revenue Certificates of Obligation, Series
1998; and
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to
achieve a net present value debt service savings of not less than 4% of the principal amount of the
Refunded Obligations net of any City contribution with such savings, among other information and
terms to be included in a pricing certificate to be executed by the City Manager, acting as the
designated pricing officer of the City, or, in the absence of the City Manager, the City's Finance
Director, all in accordance with the provisions of Chapter 1207, including 1207.007 thereof; and
WHEREAS, Chapter 1207, Texas Government Code, as amended ( "Chapter 1207')
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof
together with any other available funds or resources, directly with a place of payment (paying agent)
for the Refunded Obligations or with a trust company or commercial bank that does not act as
depository for the City, and such deposit, if made before such payment dates, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with a paying agent for the Refunded Obligations or with a trust company or commercial bank that
does not act as depository for the City with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City and
AUNTS VILMWRefg \"9: Ordinance
such escrow agent may agree, provided that such deposits may be invested and reinvested in
Defeasance Securities, as defined herein; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the
kind authorized and permitted by said Chapter 1207; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized: and
WHEREAS, the Bonds authorized by this Ordinance are being issued and delivered pursuant
to the City Charter and Chapter 1207 of the Texas Government Code, as amended, and other
applicable laws: and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
HUNTSVILLE, TEXAS:
Section 1. RECITALS. The recitals set forth in the preamble hereof are incorporated herein
and shall have the same force and effect as if set forth in this Section.
Section 2. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this
Ordinance have the meanings assigned to them in Exhibit "A ".
Section 3. AMOUNT, NAME, PURPOSE, AND AUTHORIZATION. The Bonds,
each to be designated the "CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION
REFUNDING BOND, SERIES 2009 ", is hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, particularly Chapter 1207, Texas
Government Code, as amended, and the Charter of the City. The Bonds shall be issued in the
aggregate principal amount not to exceed $6,375,000 for the purpose of providing funds for (i)
refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
Section 4. DATE, DENOMINATION. MATURITIES, NUMBERS, INTEREST
AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully
registered bonds, without interest coupons, which may be in the form of Current Interest Bonds or
Premium Compound Interest Bonds, numbered consecutively from R -1 upward, in the case of
Current Interest Bonds, and from PC -1 upward, in the case of Premium Compound Interest Bonds
(except the Initial Bond delivered to the Attorney General of the State of Texas which shall be
numbered T -1 and TPC -1 respectively) payable to the respective initial Registered Owners thereof,
or to the registered assignee or assignees of said Bonds or any portion or portions thereof, in
Authorized Denominations, maturing not later than February 15, 2019, serially or otherwise on the
HUMSML� Rd"9: Or ..a
dates, in the years and in the principal amounts, respectively, and dated, as all set forth in the Pricing
Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (b) of this
section. The Pricing Certificate is hereby incorporated in and made a part of this Ordinance and shall
be -filed in the - minutes of the City Council as part of this Ordinance. Bonds -shall be-designated - -_
by the year in which they are awarded. No Bonds shall be issued under this Ordinance after the close
of business 5:00 P.M. central daylight savings time on June 3, 2009.
(b) As authorized by Section 1207.007, Texas Government Code, as amended, the
Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds,
determining which of the Refundable Obligations shall be refunded and constitute Refunded
Obligations under this Ordinance and carrying out the other procedures specified in this Ordinance,
including determining the date of the Bonds, any additional or different designation or title by which
the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds
will mature, the principal amount to mature in each of such years, the aggregate principal amount of
Current Interest Bonds and Premium Compound Interest Bonds, the rate of interest to be borne by
each such maturity, the interest payment periods, the dates, price, and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any
mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be specified
in the Pricing Certificate, provided that (i) the price to be paid for the Bonds shall not be less than
95% of the aggregate original principal amount thereof plus accrued interest thereon from its date
to its delivery, (ii) none of the Bonds shall bear interest at a rate, or yield in the case of Premium
Compound Interest Bonds, greater than the maximum authorized by law, and (iii) the refunding must
produce a net present value debt service savings of at least 4% of the principal amount of the
Refunded Obligations, net of any City contribution. In establishing the aggregate principal amount
of the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in
Section 3, which shall be sufficient to provide for the purposes for which the Bonds are authorized
and to pay the costs of issuing the Bonds. The Bonds shall be sold by negotiated sale to the
underwriter pursuant to a bond purchase agreement at such price, with and subject to such terms, as
determined by the Pricing Certificate. The Pricing Officer may not execute a Pricing Certificate
unless the minimum required savings as described in this subsection is achieved. The Pricing Officer
shall designate the senior managing underwriter for the Bonds and any other co- managers as the
Pricing Officer deems appropriate to assure that the Bonds are sold on the most advantageous terms.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day
year composed of twelve 30 -day months from the dates specified in the FORM OF BONDS set forth
in this Ordinance to their respective dates of maturity or redemption at the rates per annum set forth
in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest fromthe Issuance Date, calculated
on the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding to the
Compounded Amounts thereof), compounded on the Compounding Dates as set forth in the Pricing
Certificate, and payable, together with the principal amount thereof, in the manner provided in the
Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the Pricing Certificate,
HU 7MLME RefMl : Ordinance 3
if Premium Compound Interest Bonds are to be issued, shall be the Accretion Table. The Accreted
Value with respect to any date other than a Compounding Date is the amount set forth on the
Accretion Table with respect to the last preceding Compounding Date, plus the portion of the
-- --differenee between such amount and 4he- amount -set fart "n-the Accretion- Table with - respect to -the— -next succeeding Compounding Date that the number of days (based on 30 -day months) from such
last preceding Compounding Date to the date for which such determination is being calculated bears
to the total number of days (based on 30 -day months) from such last preceding Compounding Date
to the next succeeding Compounding Date.
Section 5. REDEMPTION. (a) Right of Redemption. The City reserves the right, at its
option, to redeem the Bonds as set forth in the FORM OF BOND and the Pricing Certificate. The
City, at least thirty (30) days before the date of any optional redemption, shall notify the Paying
Agent/Registrar of such redemption date and of the amount and maturity of the Bonds to be
redeemed.
(b) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of
any redemption of the Bonds by sending notice by first class United States mail, postage prepaid, not
less than twenty (20) days before the date fixed for redemption, to the Bondholder at the address
shown in the Register. The notice shall state among other things, the redemption date, the
redemption price, the place at which the Bonds are to be surrendered for payment, and that the Bonds
so called for redemption shall cease to bear interest after the redemption date. Any notice given as
provided in this Section shall be conclusively presumed to have been duly given, whether or not the
Bondholder receives such notice. With respect to any optional redemption of the Bonds, unless
certain prerequisites to such redemption required by or this Ordinance have been met and moneys
sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall
have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption,
such notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not
redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the
notice of redemption was given, to the effect that the Bonds have not been redeemed.
(c) Effect ofRedemption. Notice of redemption having been given as provided inthis Section,
the Bonds called for redemption shall become due and payable on the date fixed for redemption and,
unless the City defaults in the payment of the principal thereof or accrued interest thereon, such
Bonds thereof shall cease to bear interest from and after the date fixed for redemption, whether or
not such Bond is presented and surrendered for payment on such date. If the Bonds thereof called
for redemption are not so paid upon presentation and surrender thereof for redemption, such Bonds
thereof shall continue to bear interest at the rate stated on the Bond until paid or until due provision
is made for the payment of same.
HU SVILLEMRefg\09 Ordinance 4
Section 6. CHARACTERISTICS OF THE BONDS. (a) Registration. Transfer,
Conversion and Exchange: Authentication. The City shall keep or cause to be kept at Wells Fargo,
Austin, Texas (the "Paying Agent/Registrar ") books or records for the registration of the transfer,
conversion and exchange -of -the- Bonds - (the - "Register" ), and- the -C4yl hereby- appoints- the- Paying- - - - - -- --
Agent/Registrar as its registrar and transfer agent to keep such Bonds or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the City
and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such regis-
trations, transfers, conversions and exchanges as herein provided within three days of presentation
in due and proper form. The Paying Agent/Registrar shall obtain and record in the Register the
address of the Registered Owner of each Bond to which payments with respect to the Bond shall be
mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the Register during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying Agent/Registrar shall keep the Register confidential and, unless otherwise required by law,
shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy
of the Register available in the State of Texas. The City shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such registration, transfer, conversion, exchange
and delivery of a substitute Bond. Registration of assignments, transfers, conversions and exchanges
of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND
set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it
from each other Bond.
Except as provided in subsection (c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and
no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion
and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the City
Council or any other body or person so as to accomplish the foregoing conversion and exchange of
any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution,
and delivery of the substitute Bond in the manner prescribed herein, and the Bonds shall be
typewritten, photocopied, printed, lithographed, engraved or produced in any other similar manner,
all as determined by the officers executing such bond as evidenced by their execution thereof.
Pursuant to Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D
thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of the Bonds, the converted and exchanged Bond
shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bond
which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(b) Payment of Principal and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond, all as
provided in this Ordinance and in the Pricing Certificate. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
HU MLLDMRdg\09. Ordinance 5
Bond, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided
in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date,
and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
mate "}will -be- established- by-the- Paying- Agent/Registrar-,i£ -nd -when - funds- for- the- paymento €such -
interest have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be
sent at least five (5) Business Days prior to the Special Record Date by United States mail, first -class
postage prepaid, to the address of each Registered Owner appearing on the Register at the close of
business on the last Business Day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owner, (ii) may be transferred and assigned, (iii) may be converted and exchanged for another Bond,
(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) shall
be payable as to principal and interest and (vii) shall be administered and the Paying Agent/Registrar
and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided,
and in the manner and to the effect as required or indicated, in the Pricing Certificate and the FORM
OF BONDS set forth in this Ordinance. The Bond initially issued and delivered pursuant to this
Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
on each substitute Bond issued in exchange for any Bond issued under this Ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF BONDS. On the closing date, the initial Bond
representingthe entire principal amount ofthe Bonds, payable to the underwriter, executed by manual
or facsimile signature of the Mayor and City Secretary, approved by the Attorney General of Texas,
and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, and
with the date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the
underwriter.
(d) Substitute Paving_ Agent/Registrar. The City covenants with the Registered Owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to
be effective at such time which will not disrupt or delay payment on the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Register (or a copy thereof), along with all other pertinent
Bonds and records relating to the Bonds, to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause
a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of
HUMSVI DGORefg�9: O&na e
the Bonds, by United States mail, first -class postage prepaid, which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copyofthis-Ordinance- shall -be delivered to-eac- h -P,*ng AgentAL- gistr -ar.
(e) Book - Entry-Only System. The Bonds issued in exchange for the Bonds initially issued
as provided in Section 6(i) shall be issued in the form of a separate single fully registered Bond for
each of the maturities thereof registered in the name of Cede & Co., as nominee of the Depository
Trust Company of New York (DTC ") and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations onwhose behalf
DTC was created to hold securities to facilitate the clearance and settlement of securities transactions
among DTC participants (the 'DTC Participant ") or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the
City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede &Co. Or any DTC Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or
(iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown in
the Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted
by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person
whose name each Bond is registered in the registration Books as the absolute owner of such Bond
for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes
of registering transfers with respect to such Bond, and for all other purposes of registering transfers
with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the respective Registered
Owners, as shown in the Registration Books as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy
and discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of
principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks
being mailed to the registered owner at the close of business on the Record Date the word "Cede &
Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository: Transfer Outside Book - Entry -Only System. In the event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Bonds, the City shall either (i)
H SVILLEMRefg\M Ordinance
appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants
laving - Bonds- credited3oAheiiDTC-- a c -- -.* *I BondsAall- no4ongmbe restricted
to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but
shall be registered in the name of the successor securities depository, or its nominee, or in whatever
name or namesthe Registered Owner transferring or exchanging Bonds shall designate, in accordance
with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Letter of Representations
of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Letter
of Representations with DTC establishing the Book- Entry-Only System which will be utilized with
respect to the Bonds.
(i) Cancellation of Initial Bond. On the Closing Date, one initial Bond representing the entire
principal amount of the Bonds, payable in stated installments to the order of the underwriter of the
Bonds or its designee, executed by manual or facsimile signature of the Mayor and City Secretary,
approved by the Attorney General of Texas, and registered and manually signed by the Comptroller
of Public Accounts of the State of Texas, will be delivered to such underwriter or its designee. Upon
payment for the initial Bond, the Paying Agent/Registrar shall cancel the initial Bond and deliver to
DTC or the Paying Agent/Registrar on behalf of such underwriter one registered definitive Bond for
each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such
maturity.
Section 7. FORM OF BOND. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment, and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance.
FORM OF BOND
(All blanks and any appropriate or necessary insertions or deletions, to be completed as
determined by the Pricing Officer in the Pricing Certificate)
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF HUNTSVILLE, TEXAS S
HU SV LLM\ Refg\ 9 Ormnance
GENERAL OBLIGATION REFUNDING BOND, SERIES 2009
[FORM OF FIRST PARAGRAPHS OF CURRENT INTEREST BONDS]
INTEREST RATE MATURITY DATE DATE OF BOND CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, the CITY OF HUNTSVILLE, TEXAS
(the "Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the
"Registered Owner "), the Principal Amount specified above, and to pay interest thereon (calculated
on the basis of a 360 -day year of twelve 30 -day months) from I . at the Interest
Rate per annum specified above, payable on I ", and semiannually on each
and thereafter to the Maturity Date specified above, or the date of
redemption prior to maturity; except that if this Bond is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereofthe interest on the Bond
or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond
shall bear interest from the date to which such interest has been paid in full. Notwithstanding the
foregoing, during any period in which ownership of the Bonds is determined only by a book entry at
a securities depository for the Bonds, any payment to the securities depository, or its nominee or
registered assigns, shall be made in accordance with existing arrangements between the Issuer and
the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money ofthe
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at the designated office for payment of Wells
Fargo Bank N.A., Austin, Texas which is the "Paying Agent/Registrar" for this Bond. The payment
of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof
on each interest payment date by check, dated as of such interest payment date, drawn by the Paying
-As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent
with any provisions in this Form of Bond or contains information to complete missing information in this Form of
Bond, the language in the Pricing Certificate shall be used in the executed Bonds.
ow"..
Agent/Registrar on, and payable solely from, funds of the Issuer required by the Ordinance
authorizing the issuance of this Bond (the 'Bond Ordinance ") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
Agent/Registiar by United— States mail first class postage-prepaid, on each such interest payment
date, to the Registered Owner hereof, at its address as it appeared on the last business day of the
month next preceding each such date (the 'Record Date ") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. In the event of a non - payment of interest on a
scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a
"Special Record Date ") will be established by the Paying Agent/Registrar if and when funds for the
payment of such interest have been received from the Issuer. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be
15 days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class, postage prepaid, to the address of each Registered
Owner appearing on the Registration Books of the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice. Any accrued interest due
upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered
Owner upon presentation and surrender of this Bond for redemption and payment at the principal
office for payment of the Paying Agent/Registrar (unless the redemption date is a regularly scheduled
interest payment date, in which case accrued interest on such redeemed Bonds shall be payable in the
regular manner described above). The Issuer covenants with the Registered Owner of this Bond that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" referred to in and maintained by the Bond Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
Terms used in this Bond and not otherwise defined shall have the meaning given in the Bond
Ordinance.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository.
IMI)WOM
INTEREST RATE
[FORM OF FIRST PARAGRAPHS
OF PREMIUM COMPOUND INTEREST BOND]
ISSUANCE DATE DATE OF BONDS
EiUNTSV LLE \G Rdg \09: 10
MATURITY
AMOUNT
MATURITY DATE
REGISTERED OWNER:
MATURITY AMOUNT:
ON THE MATURITY DATE SPECIFIED ABO VE, CITY OF HUNTSVH LE, TEXAS
(the "City "), being apolitical subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"Registered Owner ") the Maturity Amount set forth above, representing the principal amount hereof
and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof
from the Issuance Date at the interest rate per annum specified above, calculated on the basis of 360
day year comprised of twelve 30 day months, compounded semiannually on ' and
of each year commencing I i. For convenience of reference a table
of the "Accreted Value" per $5,000 Maturity Amount is printed on the reverse side of this Bond. The
term "Accreted Value" as set forth in the table on the reverse side hereof shall mean the original
principal amount plus initial premium per $5,000 Maturity Amount compounded semiannually on
and ` at the yield shown on such table.
THE MATURITY AMOUNT of this Bond is payable in lawful money of the United States
of America, without exchange or collection charges. The Maturity Amount ofthis Bond shall be paid
to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, at the
designated office for payment of Wells Fargo Bank N.A., which is the "Paying Agent/Registrar" for
this Bond, and shall be drawn by the Paying Agent/Registrar on, and solely from, funds of the City
required by the ordinance authorizing the issuance of the Bonds (the 'Bond Ordinance ") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, payable to the
Registered Owner hereof, as it appears on the Registration Books kept by the Paying Agent/
Registrar, as hereinafter described. The City covenants with the Registered Owner of this Bond that
on or before the Maturity Date for this Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds of the Maturity Amount, when due.
Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, any payment to the securities
depository, or its nominee or registered assigns, shall be made in accordance with existing
arrangements between the City and the securities depository.
[FORM OF REMAINDER OF EACH BOND]
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the principal
office for payment of the Paying Agent/Registrar is located are authorized by law or executive order
to close, or the United States Postal Service is not open for business (each a "Non- Business Day "),
*As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent
with any provisions in this Form of Bond or contains information to complete missing information in this Form of
Bond, the language in the Pricing Certificate shall be used in the executed Bonds.
NU WLLEMReW9.0rdinance I
then the date for such payment shall be the next succeeding day which is not a Non- Business Day,
and payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS BOND is one of a series of Bonds dated as of I * and authorized
to be issued pursuant to the Bond Ordinance adopted by the City Council of the City in the principal
amount of $ * [constituting $ Current Interest Bonds and $
Premium Compound Interest Bonds]. **
ON * OR ON ANY DATE THEREAFTER, the Bonds maturing on and after
* may be redeemed prior to their scheduled maturities, at the option ofthe City, with funds
derived from any available and lawful source, at a redemption price equal to the principal amount to
be redeemed plus accrued interest to the date fixed for redemption as a whole, or from time to time
in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and
designated by the City, and if less than all of a maturity is to be redeemed the Paying Agent/Registrar
shall determine by lot the Bonds, or portions thereof within such maturity to be redeemed (provided
that a portion of a Bond may be redeemed only in integral multiples of $5,000 of principal amount).
[THE BONDS MATURING ON are subject to mandatory sinking fund
redemption by lot prior to maturity in the following amounts on the following dates and at a price of
par plus accrued interest to the redemption date ( "Term Bonds ").
Term Bonds Maturing on 20
Redemption Date
20
20 t
Final Maturity
Principal Amount
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the
operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the
City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior
to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the
principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled
by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund
at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of
*As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent
with any provisions in this Form of Bond or contains information to complete missing information in this Form of
Bond, the language in the Pricing Certificate shall be used in the executed Bonds.
* *To be included only if Current Interest Bonds and Premium Compound Interest Bonds are both issued and completed
as determined in the Pricing Certificate.
HUNIMLLM\ Refg�N Ordinance 12
purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and
not theretofore credited against a mandatory sinking fund redemption requirement.]`
♦ m LEAST 30 & d °'"' ^t1Fln OfBendS er ^ElrttOnB tltereof
yS'
prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first -class postage prepaid, to the Registered Owner of each Bond to be redeemed
at its address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on
the day such notice of redemption is mailed. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or portions thereof which are to be so redeemed. If such written notice of
redemption is mailed and if due provision for such payment is made, all as provided above, the Bonds
or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed
prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption,
and they shall not be regarded as being outstanding except for the right of the Registered Owner to
receive the redemption price from the Paying Agent /Registrar out of the funds provided for such
payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the Registered Owner, and in an aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the
surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized
Denomination "). As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof,
may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned,
transferred and exchanged for a like aggregate principal amount of fully registered Bonds, without
interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may
be, having the same denomination or denominations in any integral multiple of $5,000 as requested
in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon
surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form
and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment ofthis Bond or any portion or portions hereof in any integral
multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed
on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard
or customary fees and charges for transferring and exchanging any Bond or portion thereof shall be
paid by the City, but any taxes or governmental charges required to be paid with respect thereto shall
** *Use of Term Bonds, if any, to be determined by the Pricing Officer.
F SVILLMGORd,\09: Ordinance 13
be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the
exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such
transfer or exchange (i) during the period commencing with the close of business on any Record Date
M.I. prineipal er interest payment date, or,
(ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within
45 days prior to its redemption date; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Registered Owner of an unredeemed balance of a Bond called for
redemption in part.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns
or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to
be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance and delivery of this Bond
have been performed, existed and been done in accordance with law; that this Bond is payable from
ad valorem taxes, within the limits prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or
facsimile signature of the Mayor ofthe City, and countersigned with the manual or facsimile signature
of the City Secretary of the City and the official seal of the City has been duly impressed, or placed
in facsimile, on this Bond.
(facsimile signature) _
City Secretary, City of Huntsville, Texas
(CITY SEAL)
HI SVILLEGORdfg1%:OMi . 14
(facsimile signature)
Mayor, City of Huntsville, Texas
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for a
bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the
State of Texas.
Dated: WELLS FARGO BANK N.A.
Austin, Texas
Paying Agent/Registrar
M
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or
rights hereunder unto
attorney thereof, hereby sells, assigns and transfers this Bond and all
tNN MLLEWReV9: Ordinance 15
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
INSERTIONS FOR THE INITIAL BONDS
(i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE, the City of Huntsville, Texas (the
"Issuer "), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner "), on ` in each of
the years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Installments Interest Rates
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360 -day year of twelve 30 -day months) from " at the respective Interest Rate per
-As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent
with any provisions in this Form of Bond or contains information to complete missing information in this Form of
HUN MLLM ReW09'. Ordinv 16
annum specified above. Interest is payable on * and semiannually on each
and * thereafter to the date of payment of the principal installment specified above;
except, that if this Bond is required to be authenticated and the date of its authentication is later than
the fit st Recur d Date (licien,afte, dellllUd), 3UW1 FL tneipal amo rot shall bear interest free in the interest
payment date next preceding the date of authentication, unless such date of authentication is after any
Record Date but on or before the next following interest payment date, in which case such principal
amount shall bear interest from such next following interest payment date; provided, however, that
if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond
is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full."
C. The initial Bond shall be numbered "T -L"
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF AUNTS VILLE, Texas (the "City "), being a political subdivision of the State
of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the "Registered Owner ") the Payment at Maturity on * in each of the
years and in installments of the respective Maturity Amounts set forth in the following schedule:
Year Maturity Amounts Interest Rates
(Information for the Premium Compound Interest Bonds from the Pricing Certificate to be inserted)
The amount shown above as the respective Maturity Amounts represent the principal amount hereof
and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof
from the Issuance Date at the interest rate per annum specified above, compounded semiannually on
* and * of each year commencing *. For convenience of reference, a
table appears on the back of this Bond showing the "Compounded Amount" of the original principal
amount plus initial premium, if any, per $5,000 Maturity Amount compounded semiannually at the
yield shown on such table."
Bond, the language in the Pricing Certificate shall be used in the executed Bonds.
*As provided in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is inconsistent
with any provisions in this Form of Bond or contains information to complete missing information in this Form of
Bond, the language in the Pricing Certificate shall be used in the executed Bonds.
HII MLLM\ Refg109: Ordinance 17
C. the Initial Premium Compound Interest Bond shall be numbered "TPC -1."
Section 8. TAX LEVY. A special interest Sm— mgFund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall
be established and maintained by the City at an official depository bank of the City. The Interest and
Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall
be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and
collected for and on account ofthe Bonds shall be deposited, as collected, to the credit of the Interest
and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and
unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem tax which will
be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest
comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as
such principal matures (but never less than 2% of the original principal amount of the Bonds as a
sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with
full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in
the City for each year while any of the Bonds or interest thereon are outstanding and unpaid; and the
tax shall be assessed and collected each such year and deposited to the credit of the Interest and
Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and
principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for
such payment, within the limit prescribed by law. Accrued interest on the Bonds shall be deposited
in the Interest and Sinking Fund.
Section 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond ") within the meaning of this
Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or
dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof (including the giving of any required notice
of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall
have been provided for on or before such due date by irrevocably depositing with or making available
to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1)
lawful money of the United States of America sufficient to make such payment, (2) Defeasance
Securities, certified by an independent public accounting firm of national reputation to mature as to
principal and interest in such amounts and at such times as will ensure the availability, without
reinvestment, of sufficient money to provide for such payment and when proper arrangements have
been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial
bank for the payment of its services until all Defeased Bonds shall have become due and payable or
(3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable
from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or Defeasance Securities.
HUMBV1LLaG0Refg \09 Orden a 18
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as
aforesaid when proper notice of redemption of such Bond shall have been given or upon the
establishment of irrevokable provisions for the giving of such notice, in accordance with this
01 d' . Ariy money so deposited with the Paying .,sistrar er an eligible trust company
or commercial bank as provided in this Section may at the discretion of the City Council also be
invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth,
and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an
eligible trust company or commercial bank pursuant to this Section which is not required for the
payment of such Bond and premium, if any, and interest thereon with respect to which such money
has been so deposited, shall be remitted to the City Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal ofthe Bond and premium,
if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bond
and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities
have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the
Paying Agent/Registrar shall performthe services ofPaying Agent/Registrar for suchDefeased Bonds
the same as if they had not been defeased, and the City shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or
commercial bank pursuant to this Section for the payment of the Bond and such Bond shall not have
in fact been actually paid in full, no amendment of the provisions ofthis Section shall be made without
the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under
Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this
Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions
of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with
respect to such Defeased Bond as though it was being defeased at the time of the exercise of the
option to redeem the Defeased Bond and the effect of the redemption is taken into account in
determining the sufficiency of the provisions made for the payment of the Defeased Bond.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, ORDESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying
HU SVILLE\OOR fg \09: Ordi a 19
Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner
applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
---------Aamage-with-T"p,:ct thereto. Also, -in every ease ofloss, theft, or destruction of a Bond, the-
Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement Bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall
be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of Texas
Government Code, Chapter 1201, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement Bond without necessity of further action by the governing body of
the City or any other body or person, and the duty of the replacement of such Bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 6(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND
COUNSEL'S OPINION. The Mayor of the City and the City Manager are hereby authorized to
have control of the initial Bonds issued and delivered hereunder and all necessary records and
proceedings pertaining to the Bond pending its delivery and their investigation, examination, and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller of
Public Accounts of the State of Texas. Upon registration of the Bond the Comptroller of Public
Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Bond, and the seal of the Comptroller shall
be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's
Bond Counsel may, at the option of the City, be printed on the Bond issued and delivered under this
Ordinance, but it shall have no legal effect, and shall be solely for the convenience and information
of the Registered Owner of the Bonds.
M. VILLE\OOFWgg9- Ordinance 20
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BOND. (a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as an obligations described
in n " nwhrch
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less
amounts deposited to a reserve fund, if any) are used for any "private business use," as
defined in section 141(b)(6) of the Code or, if more than 10 percent ofthe proceeds of the
Bonds or the Refunded Obligations or the projects financed or refinanced therewith are so
used, such amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on
the Bonds, in contravention of section 141(b)(2) ofthe Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
Refunded Obligations or the projects financed or refinanced therewith (less amounts
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a
"private business use" which is 'related" and not "disproportionate," within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent ofthe proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds being
treated as a "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(6) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a current refunding bonds, for a period of 90 days and
in the case of an advance refunding bonds, for a period of 30 days,
Hl VILLE \Wkdg \O. Ordinance 21
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148 -1(b) of the Treasury Regulations, and
(C) amounts deposited in wiy teasonably required reserve or re lacernent
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds ofthe Bonds, as maybe necessary, so that the Bonds does not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five -year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds has been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and such
fund shall not be subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The City understands that the term " proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the Refunded Obligations expended prior to the date of issuance of the Bonds.
It is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the
Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which
modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required
to comply with any covenant contained herein to the extent that such failure to comply, in the opinion
of nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention,
the City hereby authorizes and directs the City Manager or the Mayor or Secretary of the City
Council to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the City, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
M , M] LLEMRafg\N o.a 22
(d). Disposition of Project. The City covenants that the property constituting the projects
financed or refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains
an opinion of nationally-i ecognized bond counsel that such sale or other dispositiort will not adversely
affect the tax - exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
(e) Designation as Qualified Tax - Exempt Obligation. The City hereby designates the Bonds
as a "qualified tax - exempt obligation" as defined in section 265(b)(3) of the Code. In furtherance of
such designation, the City represents, covenants and warrants the following: (a) that during the
calendar year in which the Bonds are issued, the City (including any subordinate entities) has not
designated nor will designate bonds, which when aggregated with the Bonds, will result in more than
$10,000,000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to
January 1, 2011) of "qualified tax - exempt obligations" being issued; (b) that the City reasonably
anticipates that the amount of tax- exempt obligations issued, during the calendar year in which the
Bonds are issued, by the City (or any subordinate entities) will not exceed $10,000,000 ($30,000,000
for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011); and, (c)
that the City will take such action or refrain from such action as necessary, and as more particularly
set forth in this Section, in order that the Bonds will not be considered a "private activity bond" within
the meaning of section 141 of the Code.
Section 13. SALE OF BOND. The Bonds shall be sold and delivered, pursuant to a bond
purchase agreement by and between the City and the underwriter in substantially the form attached
hereto at a price under the terms set forth in the Pricing Certificate. The Pricing Officer is authorized
to execute and approve such changes to the bond purchase agreement as necessary in connection with
the sale of the Bonds.
Section 14. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT AND
ESCROW AGREEMENT. (a) The Paying Agent/Registrar Agreement ( "Paying Agent
Agreement ") by and between the City and the Paying Agent in substantially the form and substance
attached hereto as Exhibit "B" is hereby approved and the Pricing Officer is hereby authorized and
directed to complete, amend, modify and execute the Paying Agent Agreement as necessary.
(b) The Escrow Agreement ('Escrow Agreement) by and between the City and the Escrow
Agent in substantially the form and substance attached hereto as Exhibit "E" is hereby approved, and
the Pricing Officer is hereby authorized to complete, amend, modify and execute the Escrow
Agreement, as necessary. The Mayor, City Manager, Director of Finance, the Secretary or Assistant
Secretary are each hereby authorized to take such action as may be necessary to cause the purchase
and delivery of the federal securities to be acquired and deposited to the credit of the Escrow Fund
created by the Escrow Agreement.
HUNTMLMG0Rdg\D9: Ordinance 23
Section 15. REFUNDING OF REFUNDED OBLIGATIONS. That concurrently with
the delivery of the Bonds, the City shall cause to be deposited an amount from the proceeds of the
sale of the Bond with the Escrow Agent sufficient, together with other legally available funds of the
i y, o provi e or
is hereby authorized and directed to issue to the Escrow Agent the Notice of Redemption with
respect to the Refunded Obligations in substantially the form set forth in Exhibit "D" hereto
completed with such information to conform with the Pricing Certificate.
Section 16. APPROVAL OF OFFICIAL STATEMENT. The Pricing Officer is hereby
authorized to approve the Preliminary Official Statement and the Official Statement relating to the
Bonds and any addenda, supplement or amendment thereto, and to deem such documents final in
accordance with Rule 15c2 -12. The City further approves the distribution of such Official Statement
in the reoffering of the Bonds by the underwriter in final form, with such changes therein or additions
thereto as the Pricing Officer executing the same may deem advisable, such determination to be
conclusively evidenced by his execution thereof.
Section 17. INSURANCE PROVISIONS. In connection with the sale of the Bonds, the
City may obtain municipal bond insurance policies from one or more recognized municipal bond
insurance organizations (the 'Bond Insurer" or 'Bond Insurers ") to guarantee the full and complete
payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is hereby
authorized to sign a commitment letter with the Bond Insurer or Bond Insurers and to pay the
premium for the bond insurance policies at the time of the delivery of the Bonds to the underwriter
out of the proceeds of sale of the Bonds or from other available funds and to execute such other
documents and certificates as necessary in connection with the bond insurance policies as the Pricing
Officer may deem appropriate. Printing on the Bonds covered by the bond insurance policies a
statement describing such insurance, in form and substance satisfactory to the Bond Insurer and the
Pricing Officer, is hereby approved and authorized. The Pricing Certificate may contain provisions
related to the bond insurance policies, including payment provisions thereunder, and the rights of the
Bond Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of
this Ordinance.
Section 18. CONTINUING DISCLOSURE. (a) Annual Reports. The City shall provide
annually to each NRMSIR and any SID, within six months after the end of any Fiscal Year, financial
information and operating data with respect to the City of the general type included in the final
Official Statement authorized by this Ordinance being the information described in Exhibit "F" hereto.
Any financial statements so to be provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit "F" hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City
commissions an audit of such statements and the audit is completed within the period during which
they must be provided. If the audit of such financial statements is not complete within such period,
then the City shall provide unaudited financial statements for the applicable Fiscal Year within the
required time period and audited financial statements for the applicable Fiscal Year to each NRMSIR
and any SID, when and if the audit report on such statements become available.
HUN]SVIW.e%MWg\09: orau Ce 24
If the City changes its Fiscal Year, it will notify each NRMSIR and any SID of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would
be required to provide financial information and operating data pursuant to this paragraph (a).
The financial information and operating data to be provided pursuant to this paragraph (a)
may be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event
is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non - payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
Release, substitution or sale of property securing repayment of the Bonds; and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with
paragraph (a) of this Section by the time required by such paragraph.
(c) Limitations. Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an 'obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with Section 29 of this
Ordinance that causes Bonds no longer to be outstanding.
HINTS LE\O M, \09 O,du.v 25
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy or claim hereunder to any other person. The City undertakes to provide only
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
Any filing required by this Section may be made solely with a central post office approved for
such purposes by the SEC, such as the Texas Municipal Advisory Council (the "MAC ") as provided
at http: / /www,disclosureusa.org, for submission to the NRMSIRs and SID (without also separately
submitting such filings to the NRMSIRs and SID by some other means) so long as such filing is
acceptable to the SEC.
UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANYBOND ORANY OTHERPERSON, IN CONTRACT ORTORT,
FORDAMAGES RESULTING IN WHOLE OR IN PART FROM ANYBREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive or otherwise limit the duties
of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law or a change
in the identity, nature, status or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determined that such amendment will not materially impair the interest of
the Holders and beneficial owners of the Bonds. The City may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the
HVNfS LEMRefg1 9: Ordinance 26
Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but
only if and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the City so amends the
provisions of this Section, it shall include with-any- amended financial information or operating data
next provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of
the reason for the amendment and of the impact of any change in the type of financial information or
operating data so provided.
Section 19. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
(a) The City may from time to time, without the consent ofthe Registered Owner, except
as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)
cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add
events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (v) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (iv) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the City's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the Registered Owner shall have the right
from time to time to approve any amendment hereto that may be deemed necessary or desirable by
the City; provided, however, that without the consent of the Registered Owner, nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in the Bond so as to:
(1) Make any change in the maturity of the Bond;
(2) Reduce the rate of interest borne by the Bond;
(3) Reduce the amount ofthe principal of, or redemption premium, if any, payable
on the Bond;
(4) Modify the terms of payment of principal or of interest or redemption
premium on the Bond or impose any condition with respect to such payment; or
(5) Change the requirement with respect to Registered Owner consent to such
amendment.
(c) If at any time the City shall desire to amend this Ordinance underthis Section, the City
shall send by U.S. mail to the Registered Owner a copy of the proposed amendment.
HUNCSV1LLE ORefg\09: Ordinance 27
(d) Whenever at any time within one year from the date of publication of such notice the
City shall receive an instrument or instruments executed by the Registered Owner, which instrument
or instruments shall refer to the proposed amendment and that shall specifically consent to and
appi ove such amendment, the City May adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and the
Registered Owner shall thereafter be determined, exercised, and enforced, subject in all respects to
such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions of
this Section shall be irrevocable for a period of six months from the date of such consent, and shall
be conclusive and binding upon all future holders of the same Bond during such period. Such consent
may be revoked at any time after six months from the date of consent by the Registered Owner who
gave such consent, or by a successor in title, by filing notice with the City.
For the purposes of establishing ownership of the Bonds, the City shall rely solely upon the
registration of the ownership of such Bonds on the Register kept by the Paying Agent/Registrar.
Section 20. REMEDIES IN EVENT OF DEFAULT. In addition to all the rights and
remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the City (i) defaults in the payment of the principal, premium, if any, or
interest on the Bonds, (ii) declares bankruptcy, or (iii) defaults in the observance or performance of
any other ofthe covenant, agreement or obligation ofthe City, the failure to perform which materially
adversely affects the rights of the owner, including but no limited to, their prospect or ability to be
repaid in accordance with this Section and the continuation thereof for a period of 60 days after
notice of such default is given by any owner to the City, the following remedies shall be available:
(a) Any owner or an authorized representative thereof, including but not limited to, a trustee
or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the
rights to the owner under this Ordinance, by mandamus or other suit, action or special proceeding
in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including
the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act
or thing that may be unlawful or in violation of any right of the owner hereunder or any combination
of such remedies.
(b) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in
equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other
available remedy.
HU SV LMWRe W9: Ordinance 28
Section 21. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on the Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Bond.
Section 22. FURTHER ACTIONS. The Mayor, the City Manager and all other officers
and employees of the City are hereby authorized, empowered and directed from time to time and at
any time to do and perform all such acts and things and to execute, acknowledge and deliver in the
name and under the corporate seal and on behalf of the City all such instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of
this Ordinance and the Bonds. In addition, prior to the initial delivery of the Bonds, the Mayor, the
City Manager, the Director of Finance and Bond Counsel are hereby authorized and directed to
approve any changes or corrections to this Ordinance or to any of the instruments authorized and
approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or
more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain
a rating from any of the national bond rating agencies or satisfy requirements of any bond insurer, or
(iii) obtain the approval of the Bond by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bonds shall cease to be
such officer before the delivery of such Bonds, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
Section 23. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Bond and the pledge of ad valorem taxes granted by the City under Section 8 of this Ordinance,
and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while
the Bond is outstanding and unpaid such that the pledge of ad valorem taxes granted by the City
under Section 8 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business
& Commerce Code, then in order to preserve to the Registered Owner of the Bonds the perfection
of the security interest in said pledge, the City agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
Section 24. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings ofthe articles and sections ofthis Ordinance have been inserted for convenience of reference
only and are not to be considered a part hereof and shall not in any way modify or restrict any of the
terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the
validity of the lien on and pledge to secure the payment of the Bonds.
Section 25. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
H I SVMU%GOg fg \09: O di. . 29
Section 26. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the City
and the Registered Owner of the Bonds, any right, remedy or claim under or by reason of this
Or
and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and
exclusive benefit of the City and the Registered Owner of the Bonds.
Section 27. SEVERABILITY. The provisions of this Ordinance are severable; and in case
any one or more of the provisions of this Ordinance or the application thereof to any person or
circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any
such invalid provision to persons or circumstances other than those as to which it is held invalid shall
not be affected thereby.
Section 28. FUNDS AND ACCOUNTS. Notwithstanding anything in this Ordinance to
the contrary any funds or accounts created by this Ordinance, other than the Escrow Fund, may be
subaccounts of the City's Funds held by the City's depository, and, as such, not held in separate bank
accounts, such treatment shall not constitute commingling ofthe monies in such funds or of funds and
the City shall keep full and complete records indicating the monies and investment credited to each
such fund.
Section 29. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 30. EFFECTIVE DATE. This Ordinance shall become effective upon the final
passage of this Ordinance.
Section 31. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal or lesser of one -tenth of one percent of the principal amount of the
Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of
Texas Public Finance Division for payment of the examination fee charged by the State of Texas for
the Attorney General's review and approval of public securities and credit agreements, as required
by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is
hereby instructed to take the necessary measures to make this payment. The City is also authorized
to reimburse the appropriate City funds for such payment from proceeds of the Bonds.
eu WLLFGOR4fg�09. Orate 30
IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE
passed and approved on First and Final Reading on the 3rd day of March, 2009.
Mayor
City of Huntsville, Texas
ATTEST:
Stephanie Brim
City Secretary
APPROVED AS TO FORM:
Leonard Schneider, City Attorney
�VILLMWkefgW oreo a 31
EXHIBIT A
DEFINITIONS
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Accreted Value" means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the Pricing Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation date
of maturity to its maturity.
"Accretion Table" means the exhibit attached to the Pricing Certificate that sets forth the
rounded original principal amounts at the Issuance Date for the Premium Compound Interest Bonds
and the Accreted Values and maturity amounts thereof as of each Compounding Date until final
maturity.
"Authorized Denominations" means the denomination of $5,000 or any integral multiple
thereof with respect to the Current Interest Bonds and in the denomination of $5,000 in maturity
amount or any integral multiple thereof with respect to the Premium Compound Interest Bonds.
"Bond Insurer "or "Insurer" means the provider of a municipal bond insurance policy for the
Bonds as determined by the Pricing Officer in the Pricing Certificate or any other entity that insures
or guarantees the payment of principal and interest on any Bonds.
"Bonds" means the "City of Huntsville, Texas General Obligation Refunding Bonds, Series
2009" .
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 6, or any successor system of book -entry registration.
"Business Day" means any day which is not a Saturday, Sunday or a day on which the Paying
Agent/Registrar is authorized by law or executive order to remain closed.
"Cede & Co. "means the designated nominee and its successors and assigns ofTheDepository
Trust Company, New York.
HLNIBV(LLE \WRefg\09. Ordinance A -1
"City" and "Issuer" mean the City of Huntsville, Texas, and where appropriate, the City
Council.
"Closing Date" means the date of initial delivery of and payment for the Bonds.
"Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of
any particular date of calculation, the original principal amount thereof plus all interest accrued and
compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency
or instrumentality of the United States of America, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts
or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political subdivision
of a state that have been refunded and that, on the date the City Council adopts or approves
proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an
escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally
recognized investment rating firm no less than "AAA" or its equivalent.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors and
assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agent" means Wells Fargo Bank, N.A. or any successor escrow agent under the
Escrow Agreement.
"Escrow Agreement" means the agreement by and between the City and the Escrow Agent
relating to the defeasance of the Refunded Obligations.
H SVILLEMRef \09: Ordinance A'2
"Federal Securities" as used herein means direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of America
(including Interest Strips of the Resolution Funding Corporation).
"Fiscal Year" means the twelve -month accounting period used by the City currently ending
on September 30 of each year, which may be any twelve consecutive month period established by the
City, but in no event may the Fiscal Year be changed more than one time in any three calendar year
period.
"Holder," "Holders, " "Owners" or "Registered Owners" means any person or entity in whose
name a Bond is registered in the Security Register, for any Parity Obligation.
"Initial Bond' means the Bond authorized, issued, and initially delivered as provided in
Section 4 of this Ordinance.
"Insurance Policy" means an insurance policy issued by any Insurer guaranteeing the
scheduled principal of and interest on the Bonds when due.
"Interest and Sinking Fund' means the special fund maintained by the provisions of Section
8 of this Ordinance.
"Interest Payment Date" means a date on which interest on the Bonds is due and payable.
"Issuance Date" means the date of delivery of the Bonds.
WSRB" means the Municipal Securities Rulemaking Board.
WRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to
time.
"Ordinance" means this ordinance finally adopted by the City Council on March 3, 2009.
"Outstanding ", when used with respect to Bonds, means, as of the date of determination, all
Bonds theretofore delivered under this Ordinance, except:
(1) Bonds theretofore cancelled and delivered to the City or delivered to the Paying
Agent/Registrar for cancellation;
(2) Bonds deemed paid pursuant to the provisions of Section 9 of this Ordinance;
(3) Bonds upon transfer of or in exchange for and in lieu of which other Bonds have
been authenticated and delivered pursuant to this Ordinance
ttuN Ss LMcox W09: as . A -3
(4) Bonds under which the obligations of the City have been released, discharged or
extinguished in accordance with the terms thereof
"Permittedinvestinents" means
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior to
maturity, maturing in various amounts and in the aggregate principal amount as set forth in the
Pricing Certificate.
"Pricing Certificate" means the Pricing Certificate ofthe City's Pricing Officer to be executed
and delivered pursuant to Section 4 hereof in connection with the issuance of the Bonds.
"Pricing Officer" means the City Manager, acting as the designated pricing officer of the City
to execute the Pricing Certificate. In the absence of the City Manager, the City's Finance Director
may act as the designated pricing officer of the City to execute the Pricing Certificate.
"RatingAgency" means any nationally recognized securities rating agency which has assigned,
at the request of the City, a rating to the Parity Obligations.
"Record Date" means Record Date as defined in Section 7 the Form of Bonds.
"Redemption Date" means a date fixed for redemption of any Bond pursuant to the terms of
this Ordinance.
"Re funded Obligations" means those Refundable Obligations designated by the Pricing Officer
in the Pricing Certificate to be refunded.
"Refundable Obligations" means all or a portion of the outstanding Series 1998 Certificates.
"Register" or "Registration Books" means the registry system maintained on behalf of the City
by the Registrar in which are listed the names and addresses of the Registered Owners and the
principal amount of Bonds registered in the name of each Registered Owner.
"Replacement Bonds" means the Bonds authorized by the City to be issued in substitution for
lost, apparently destroyed, or wrongfully taken Bonds as provided in Section 10 of this Ordinance.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
} SV LLEM RefgM Ordinance A4
"Series 1998 Certificates" means the "City of Huntsville, Texas Combination Tax and
Revenue Certificates of Obligation, Series 1998."
"SID" means any person designated-by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
HU 7MLLMGORd," O dvume A-5
is
PAYING AGENT/REGISTRAR AGREEMENT
HUNTSVILLL\G Mg \09: Ordinance B -1
BOND PURCHASE AGREEMENT
MMC LLE \OORefg \E9:Ordinvse C'1
NOTICE OF REDEMPTION/DEFEASANCE
CITY OF HUNTSVILLE, TEXAS
NOTICE IS HEREBY GIVEN that the following obligations (the "Obligations ") issued by
the City of Huntsville, Texas (the "City ") have been defeased and called for redemption prior to their
scheduled maturities, at a price of par and accrued interest to the date of redemption, to -wit:
City of Huntsville, Texas Tax and Wastewater and Sewer System (Limited Pledge)
Revenue Certificates of Obligation, Series 1998 maturing on February 15 in each of
the years 2010* through
2019 *, inclusive,
aggregating $6,260,000*
in principal
amount.
Maturity
Principal
Interest
Redemption
CUSIP
February 15*
Amount*
Rate*
Date*
Number **
2010
$430,000
4.350%
May 1, 2009
447258 HS 6
2011
465,000
4.450
May 1, 2009
447258 HT 4
2012
505,000
4.550
May 1, 2009
447258 HU 1
2013
540,000
4.650
May 1, 2009
447258 HV 9
2014
585,000
4.700
May 1, 2009
447258 HW 7
2015
615,000
4.750
May 1, 2009
447258 HX 5
2016
665,000
4.750
May 1, 2009
447258 HY 3
2017
735,000
4.800
May 1, 2009
447258 HZ 0
2018
815,000
4.800
May 1, 2009
447258 JA 3
2019
905,000
4.875
May 1, 2009
447258 JB 1
The redemption price for the above Obligations is par plus accrued interest to the date fixed for
redemption. Such Obligations shall be redeemed on and shall not longer bear interest after the redemption date.
Due provision for the payment of the obligations described above has been made with The Bank of New York
Mellon Trust Company of Texas, National Association, Dallas, Texas (the 'Bank "), and said obligations shall
be presented for payment either in person or by mail, at the following address:
The Bank of New York Mellon
Attn: Redemptions Processing
111 Sanders Creek Parkway
East Syracuse, New York 13057
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making
certain payments due on debt securities may be obligated to deduct and withhold a portion of such payment
from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification
number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer
identification number when surrendering the Obligations for redemption.
• Preliminary, to be finalized by the Pricing Officer in accordance with the Pricing Certificate.
x• The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience ofthe owners ofthe
Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein.
D -1
E -1
EXHIBIT E
FORM OF ESCROW AGREEMENT
E -2
EXHIBrf F
CONTINUING DISCLOSURE
The following information is referred to in Section 18 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided in
accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
1. The portions of the financial statements ofthe City appended to the Official Statement
as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables 1 through 6 and 8 through 15.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles described
in the notes to the financial statements referred to in Paragraph 1 above.
F -1
IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE
passed and approved on First and Final Reading on the 3rd day ofMP5�,- 009.
Mayor
City o tsville, Texas
ATTEST:
Stephanie Brim
City Secretary
Attorney
HUNfSVILME Rde09'. Ordinance 31
CERTIFICATE FOR ORDINANCE NO. 2009-IT
THE STATE OF TEXAS
COUNTY OF WALKER
CITY OF HUNTSVILLE
We, the undersigned officers and members of the City of Huntsville, Texas (the "City'),
hereby certify as follows:
1. The City Council of the City convened in a REGULAR MEETING ON THE 3RD
DAY OF MARCH, 2009, at the City Council Chambers, Huntsville City Hall (the "Meeting "), and
the roll was called of the duly constituted officers and members of the City, to -wit:
T Turner, Mayor
Dalene Zender, Position 1
Melissa Mahaffey, Position 2
Charles Forbus, Position 3
Lanny D. Ray, Position 4
Tom Cole, Ward 1
Mac Woodward, Ward 2
Clarence Grifim, Ward 3
Wayne Barrett, Ward 4
and all of the persons were present, except the following absentees: thus constituting a
quorum. Whereupon, among other business, the following was transacted at t e Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT, A BOND PURCHASE AGREEMENT AND AN
ESCROW AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND
DELIVERING THE BONDS; AND AUTHORIZING OTHER MATTERS RELATING
TO THE BONDS
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be passed; and, after due discussion, said motion carrying with it the passage of
the Ordinance, prevailed and carried by the following vote:
AYES: _ E� NOES:
2. A true, full and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; that the Ordinance has been
duly recorded in the City Council's minutes of the Meeting; that the above and foregoing paragraph
is a true, full and correct excerpt from the City Council's minutes of the Meeting pertaining to the
passage of the Ordinance; that the persons named in the above and foregoing paragraph are the duly
chosen, qualified and acting city officials as indicated therein; that each of the elected officials and
members of the City Council was duly and sufficiently notified officially and personally, in advance,
of the time, place and purpose of the Meeting, and that the Ordinance would be introduced and
considered for passage at the Meeting, and each of the elected officials and members consented, in
advance, to the holding of the Meeting for such purpose, and that the Meeting was open to the public
HUMS W.11W OeCgA4: CY &vmueCat
and public notice of the time, place and purpose of the meeting was given, all as required by Chapter
551, Government Code, as amended.
SIGNED AND SEALED the
City Secretary
[CITY SEAL]
��09:w —'�
Mayor
SIGNED AND SEALED the M"& 20M
A
[CITY SEAL]
HUNfSVRI.tICARda \ov: crEmuueCe[
Mayo
GENERAL AND NO- LITIGATION CERTIFICATE
THE STATE OF TEXAS
CITY OF HUNTSVILLE
We, the undersigned officers of the City, hereby certify as follows:
GENERAL
1. This certificate is executed for and on behalf of the City, for the benefit ofthe Attorney
General of the State of Texas and for the benefit of the Underwriter in connection with the issuance
of the Bonds. The words and terms used herein shall have the meanings whenever they are used
given in Exhibit "A" attached hereto.
2. Any certificate signed by an official of the City delivered to the Underwriter or the
Attorney General of the State of Texas shall be deemed a representation and warranty by the City as
to the statement made therein. The Public Finance Division of the Office of the Attorney General of
the State of Texas is hereby authorized to date this certificate as of the date of approval of the Bonds
and is entitled to rely upon the accuracy of the information contained herein unless notified by
telephone or fax to the contrary. The Comptroller ofPublic Accounts is further authorized to register
the Bonds upon receipt ofthe Attorney General approval. After registration, the Bonds, opinions and
registration papers shall be delivered to Jana M. Hansen at McCall, Parkhurst & Horton L.L.P.
MATTERS RELATING TO THE CITY
3. The City is a duly incorporated home rule municipality, operating and existing under
the Texas Constitution and laws of the State of Texas, including its home rule charter which has not
been amended since the issuance of the most recent securities by the City approved by the Attorney
General of Texas.
4. No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Bonds, or which would affect the provision made for its payment or
security, or in any manner questioning the proceedings or authority concerning the issuance of the
Bonds, and that so far as we know and believe no such litigation is threatened.
5. Neither the corporate existence nor boundaries of the City is being contested, no
litigation has been filed or is now pending which would affect the authority ofthe officers of the City
to issue, execute, sign and deliver the Bonds, and no authority or proceedings for the issuance of the
Bonds have been repealed, revoked or rescinded.
6. We officially executed and signed the Bonds with our manual signatures or by causing
facsimiles of our manual signatures to be imprinted or copied on the Bonds, and, if appropriate, we
"tl"'ISVIlb WRdg09: O-WM .
hereby adopt such facsimile signatures as our own, respectively, and declare that such facsimile
signatures constitute our signatures the same as if we had manually signed each of the Bonds-
, The-Bands are snbstantiaHyinthe -farm and -has been duly executed
prescribed in the Ordinance.
8. At the time we so executed and signed the Bonds we were, and at the time of
executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and
authorized to execute the same.
4. We have caused the official seal of the City to be impressed, or printed, or copied on
the Bonds and such seal on the Bonds have been duly adopted as, and is hereby declared to be, the
official seal of the City.
10. The currently outstanding tax debt of the City, including the proposed Bonds and
excluding the Refunded Obligations, are set forth in Exhibit "B" hereto.
11. The true and correct schedule showing the annual requirements of all the outstanding
tax indebtedness of the City, together with the proposed Bonds and excluding the Refunded
Obligations, is set forth in Exhibit "C" hereto.
12. The currently effective ad valorem tax rolls of the City are those for the year 2008,
being the most recently approved tax rolls of the City; the taxable property in the City has been
assessed as required by law; the Tax Assessor of the City has duly verified the tax rolls; and the
assessed value of taxable property in the City upon which the annual ad valorem tax of the City has
been levied (after deducting the amount of all exemptions, if any, taken or required to be given under
the Constitution and laws of the State of Texas), according to the tax rolls for the year, as delivered
to the City Secretary, and finally approved and recorded by the City Council of the City, is
$1,166,856,131.
13. None of the Refunded Obligations have ever been held in or purchased for the account
of any of the special funds created and maintained under the ordinance authorizing their issuance for
payment or security of said Refunded Obligations.
14. The City has complied with the provisions of the Texas Election Code including the
Bilingual Election and Voter Registration Materials Act, Texas Election Code and the Federal Voting
Rights Act in all its elections.
CLOSING MATTERS
15. That (A) the representations, warranties, and covenants of the City contained herein are
true and correct in all material respects as of the Closing, with the same effect as if made at the
Closing; (B) the City has performed all of its obligations hereunder to be performed at or before the
Closing and has satisfied all material conditions on its part to be satisfied hereunder at or before the
xurrrswiewwra�: cmr+otiic� 2
Closing; (C) the Ordinance nor has not been amended, modified, supplemented, or repealed since
the date hereof, except as agreed to by the Underwriter, and each is in full force and effect; (D) no
litigation or proceeding against it is pending or, to its knowledge, threatened in any court or
" admrnistr—ativets sthere -a-ba s —for -litigation- wbiehwouid(l)- contest- thenghtof-the- officials - --
of the City to hold and exercise their respective positions, (2) contest the due organization and valid
existence of the City, (3) contest the validity, due authorization and execution of the Bonds, the
Ordinance, or the Bond Purchase Agreement or (4) attempt to limit, enjoin or otherwise restrict or
prevent the City from functioning and collecting taxes, including taxes levied to secure payments on
the Bonds, pursuant to the Ordinance, and other income or the charge or collection of the taxes or
revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge
thereof, (E) to the best of its knowledge, no event affecting the City has occurred since the date of
the Official Statement which should be disclosed in the Official Statement for the purpose for which
it is to be used or which it is necessary to disclose therein in order to make the statements and
information therein, in light of the circumstances under which made, not misleading in any respect as
ofthe time of Closing, and the information contained in the Official Statement is correct in all material
respects and, as of the date of the Official Statement did not, and as of the date of the Closing does
not, contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading; and (F) except as disclosed in the Official Statement,
there has been no material adverse change in the financial condition of the City since the date of the
audited financial statements of the City included as an appendix to the Official Statement.
[The Remainder of This Page is Intentionally Left Blank]
}NN'Ib W ]£1CORdg�o9'. 6inN0letCUl
SIGNED this
City Secretary
City Manager
Mayor
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
Notary Public
(Notary Seal)
�RCgb9'. CmClouc
EXHIBIT A
DEFINITIONS
Bond Purchase Agreement - The Bond Purchase Agreement dated as the date on which pricing of
the Bonds occurs between the City and the Underwriter.
Bonds - City of Huntsville, Texas General Obligation Refunding Bonds, Series
2009 dated March 15, 2009 in the aggregate principal amount of
$6,375,000.
City - City of Huntsville, Texas.
Closing- The date provided in the Bond Purchase Agreement or at such other
time agreed upon between the City and the Underwriter.
Escrow Agreement - The Escrow Agreement between the City and Wells Fargo Bank, N. A.
dated as of March 15, 2009 entered into in connection with refunding
of the Refunding Obligations.
Official Statement - The Preliminary Official Statement and the Official Statement dated
relating to the issuance of the Bonds.
Ordinance - The "Ordinance Authorizing the Issuance of City of Huntsville, Texas
General Obligation Refunding Bonds, Series 2009 Approving an
Official Statement, a Paying Agent/Registrar Agreement, a Bond
Purchase Agreement and an Escrow Agreement; Establishing the
Procedures for Selling and Delivering the Bonds; and Authorizing
Other Matters Relating to the Bonds" approved on March 3, 2009.
Pricing Certificate - The Pricing Certificate pursuant to which the City has awarded the
sale of the Bonds to the Underwriter.
Refunded Obligations - City of Huntsville, Texas Combination Tax and Revenue Certificates
of Obligation, Series 1998, currently outstanding in the aggregate
principal amount of $6,260,000 maturing on February 15 of the years
2010 through 2019, inclusive.
Underwriter -
Coastal Securities
FNNf3VdLNG .609:6 -"C- n_L
1 01: :
— -- -- - - - - -.
CURRENTLY -OUTSTANDING -TAX DEBT -- --- -
Combination Tax and Revenue Certificates of Obligation,
Series 2000 675,000
Combination Tax and Revenue Certificates of Obligation,
Series 2001 4,590,000
Combination Tax and Revenue Certificates of Obligation,
Series 2004 980,000
General Obligation Refunding Bonds, Series 2005 3,755,000
Limited Tax Note, Series 2005 590,000
General Obligation Bond, Series 2009 1,850,000
General Obligation Refunding Bonds, Series 2009* 6,375,000
Total $ 18,815,000
* Bonds in the process of issuance.
xuM :vwsc RdOe .wN.Lac. B -1
EXHIBIT C
+urets�m�.ecoreae�os: 0w.0 . C -1
SIGNED this
City Manager
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this '/411 G�pu t, ZpUg. .
a`\\\a\"\ua0mmm......
��..o.p.RY pGB,•2�y
2 = Notary Public
5
•• 9rF QF 1E :P j1V `
9 • •........... .
(Notary Se,_
x�nnsvn�.ecoxae�os -. cw+o�icm