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ORD 2009-34 - G.O. Bonds Issuance of Series 2009 04-08-2009ORDINANCE NO. 2009-:2/ ORDINANCE CONFIRMING AND APPROVING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009 AND CONFIRMING AND APPROVING PRICING OF THE REFUNDING BONDS THE STATE OF TEXAS § COUNTY OF WALKER § CITY OF HUNTSVILLE § WHEREAS, the City Council (the "City Council ") of the City of Huntsville, Texas (the "City "), adopted an 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 on March 3, 2009 ( "Ordinance No. 2009 -27 "); and WHEREAS, in accordance with the provisions of Chapter 1207, including Section 1207.007 thereof, the City Council authorized in Ordinance No. 2009 -27 the refunding of all of the City's outstanding Combination Tax and Revenue Certificates of Obligation, Series 1998 (the "Refunded Obligations ") and designated the City Manager as pricing officer of the City (the "Pricing Officer ") to act on behalf of the City in selling and delivering the City's General Obligation Refunding Bonds, Series 2009 (the "Refunding Bonds ") 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 executed by the Pricing Officer at the time of pricing; and WHEREAS, the Refunding Bonds were priced on March 17, 2009 and achieved a net presentvalue savings of $312,260.73 (4,988°% ofthe principal amountof the Refunded Obligations); and WHEREAS, the City desires to confirm and approve the pricing of the Refunding Bonds by the City's Pricing Officer and the pricing terms set forth in the pricing certificate, including the change of the principal amount of the Refunding Bonds from $6,375,000 to $6,405,000; 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. The City hereby confirms and approves the Pricing Officer's pricing of the Refunding Bonds and confirms and approves the pricing terms provided in the pricing certificate executed by the Pricing Officer on March 17, 2009, attached hereto as Exhibit A. Section 2. The City hereby confirms and approves the change in the principal amount of the Refunding Bonds of $6,405,000 and further confirms and approves the sale of the Refunding Bonds to the underwriter pursuant to the bond purchase agreement executed at the time of pricing at the price determined in the pricing certificate. Section 3. The Ordinance 2009 -27 remains in full force and effcct, except as modified by the pricing certificate approved in this Ordinance. Section 4. All ordinances, orparts thereof, which are in conflict or inconsistentwith 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. Section 5. The Pricing Officer and Director of Finance are hereby authorized, empowered and directed from time to time and at anytime to do and perform all such acts and things as may be necessary or desirable in order to carry out the terms and provisions ofthis Ordinance and to complete the sale and delivery of the Refunding Bonds. IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE passed and approved on First and Final Reading on the 7th day of April, 2009. ATTEST: VCireta APPROVED AS TO FORM: City Attorney EXHIBIT A Pricing Certificate PRICING CERTIFICATE 1, the undersigned Pricing Officer of the City of Huntsville, Texas (the "City "), acting pursuant to the authority granted to me by the ordinance adopted by the City Council of the City on March 3, 2009 (the "Bond Ordinance ") relating to the issuance of the City of Huntsville, Texas General Obligation Refunding Bonds, Series 2009 (the "Bonds ") hereby find, determine and commit on behalf of the City to sell and deliver the Bonds on the following terms: 1. Capitalized terms not otherwise defined herein have the meaning assigned in the Bond Ordinance. 2. The Bonds are hereby sold and shall be delivered to Coastal Securities ( the "Underwriter ") pursuant to the terms of the Bond Purchase Agreement dated March 17, 2009, between the City and the Underwriter and attached hereto as Exhibit "A for cash at a price of $6,372,281.20 (being the par amount of the Bonds of $6,405,000 plus a net reoffering premium of $2,896.40 and less an underwriting discount of $35,615.20), plus accrued interest from the date of the Bonds to the date of delivery, according to the following terms: A. The aggregate original principal amount of the Bonds shall be $6,405,000. B. The Bonds will be issued as serial Current Interest Bonds (the 'Bonds ") dated March 15, 2009 and shall be numbered from R -1 upwards (except that the Initial Bond shall be numbered T -1): The Bonds shall mature and bear interest from their dated date as follows: $6,405,000 Principal Maturity Date Interest Principal Maturity Date Interest ount (February I 5) Rate Amount (February 15) Rate $525,000 2010 2.00% $620,000 2015 100% 510,000 2011 2.00% 660,000 2016 3.25% 545,000 2012 2.50% 720,000 2017 3.50% 565,000 2013 2.50°% 790,000 2018 3.50% 600,000 2014 3.00% 870,000 2019 3.75% C. Interest on the Bonds shall be payable August 15 and February 15 of each year, commencing August 15, 2009. The record date for the Bonds will be the Iast business day of the month preceding an Interest Payment Date whether or not such dates are Business Days. D. The Bonds are not subject to redemption prior to maturity. E. The Bonds shall be initially registered in the name of Cede & Co. HUNTSVClJEWRdgW : PA MGCMT F. The Bonds are being insured by Assured Guaranty Corporation. 3. The Bonds are in amounts sufficient together with certain other lawfully available funds of the City to refund the Refunded Bonds set forth in Exhibit "B" hereto and to pay the costs of issuing the Bonds. The Refunded Bonds shall be subject to redemption as set forth in Exhibit "C ". 4. The issuance of the Bonds is in the best interest of the City and produces a net present value debt service savings of $312,260.73 (4.988% of the Refunded Bonds), net of any City contribution to the refunding, and a gross debt service savings of $375,650.41. 5. The price to be paid by the Underwriter for the Bonds is not less than 99.489% of the aggregate original principal amount thereof plus accrued interest to the date of delivery of the Bonds. None of the Bonds bear interest at an interest rate greater than the maximum authorized by law. Additionally, all of the requirements of Sections 3 and 4 of the Bond Ordinance have been met. F SVLLAFCARdgW9: MCWGCERT WITNESS MY HAND this 17th day of March, 2009. CITY OF HUNTSVILLE, TEXAS By: Name: tam sine Title: Pricing Officer W�vmjzgcoe,ron,; rwCM CM- [Signature Page for r Prncing Certificate] EXHIBIT A Bond Purchase Agreement }RU�VMLR 0Re9", PMCNGCERT A-1 $6,405,000 CITY OF HUNTSVILLE, TEXAS (Walker County) GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009 BOND PURCHASE AGREEMENT March 17, 2009 City Council City of Huntsville, Texas 1212 Avenue M Huntsville, Texas 75949 -0349 Ladies and Gentlemen: Coastal Securities (the "Underwriter'), offers to enter into this Bond Purchase Agreement with City of Huntsville, Texas (the "Issuer"). 1. Terms of Offer. This offer is made on the condition that the Issuer accept it at or before 10:00 p.m., Houston time, on the above date. If the Issuer accepts this offer by that time, this Bond Purchase Agreement will become legally binding upon the Issuer and the Underwriter, otherwise it will expire at that time. 1 Background and Purpose. The Issuer is issuing the above refunding bonds (the "Bonds'"), pursuant to the Constitution and general laws of the State of Texas, (the "State ") including particularly, Texas Government Code, Chapter 1207, as amended; and by the Ordinance adopted by the City Council and are direct obligations of the Issuer. The Issuer is issuing the Bonds, pursuant to the Ordinance for the purpose of (i) refunding a portion of the Issuer's outstanding debt in order to lower the overall annual debt service requirements of the Issuer, and (ii) to pay the costs associated with the sale of the Bonds. 3. Purchase and Sale. On the terms and conditions and in reliance on the representations, warranties, and covenants of the Issuer described below, the Underwriter will purchase from the Issuer, and the Issuer will sell to the Underwriter, all (but not less than all) of the Bonds for an aggregate purchase price equal to $6,372,281.20 (the principal amount of the Bonds of $6,405,000.00, plus the net reoffering premium of $1,896.40, and less an Underwriter's discount of $35,615.20), plus accrued interest from the Dated Date to the Closing (as hereinafter defined). The Bonds will mature, bear interest, and have the other terms (and be secured) as described in the Preliminary Official Statement of the Issuer dated March 9, 2009 relating to the Bonds (the "Preliminary Official Statement"), modified or completed to reflect the terms of the Bonds as presented to the Underwriter as of this date. Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Issuer, but rather is acting solely in its individual capacity as an Underwriter for its own account. To secure its performance hereunder and as liquidated and total damages in the event of its default in delivery of the purchase price at Closing as described hereunder, the Underwriter shall deliver to the Issuer on the date of execution of this Bond Purchase Agreement its corporate good faith check in the amount of one percent of the par amount, such check to be returned uncashed to the Underwriter (a) upon delivery of the Bonds on the Closing date, (b) if this Bond Purchase Agreement is terminated under Section 9(b) hereof, or (c) if the Issuer fails without cause to deliver the Bonds as specified herein or otherwise to perform its duties under this Bond Purchase Agreement on or prior to the delivery of the Bonds on the Closing date. Otherwise, the Issuer shall retain, without reduction, such good faith check as liquidated damages, such amount being reasonably related to the expenses incurred by the Issuer. 1. Public Offerina. The Underwriter will make a bona fide initial public offering of all of the Bonds at public offering prices which do not exceed (or at public offering yields which are not less than) those set forth on the marked cover pages of the Preliminary Official Statement described below. The Underwriter may change such offering prices (or yields) in their discretion without notice to the Issuer. The Underwriter also may offer the Bonds to dealers (including dealers depositing the Bonds into unit trusts) and others at prices lower than such initial public offering prices (or at yields higher than such initial public offering yields). The Underwriter agrees to execute and deliver to the Issuer, at or before Closing, a certificate relating to the "issue price" of the Bonds in such form as may be reasonably acceptable to the Issuer. 2. Offering Documents. (a) Preliminary Official Statement. The Issuer previously has delivered copies of the Preliminary Official Statement to the Underwriter for their use in determining interest in the Bonds. The Issuer ratifies and approves the Preliminary Official Statement and its use by the Underwriter for that purpose before the Official Statement described below becomes available. The Issuer confirms that it has not prepared any official statement for dissemination to potential customers prior to the availability of such Official Statement, except the Preliminary Official Statement. The Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 1502 -12 of the United States Securities and Exchange Commission (the "Rule'), except possibly for the omission of items specified by paragraph (b)(1) of the Rule. Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement as the Underwriter deem necessary to satisfy the Bonds of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. 2 (b) Deliverer of Official Statement. Not more than seven business days after the time the Issuer accepts this offer, the Issuer will deliver copies of a final Official Statement related to the Bonds, approved by the Governing Body or one or more duly authorized officers thereof, to the Underwriter in sufficient number to permit the Underwriter to comply with the requirements of the Rule. Such Official Statement will be dated the date of this Bond Purchase Agreement, when delivered to the Underwriter will be complete within the meaning of the Rule, and will be substantially in the form of the most recent markup of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such Official Statement, including the cover page thereto, all exhibits, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement". (c) Amendments and Supplements to Official Statement. From the date of this Bond Purchase Agreement to the 30th day (or such other day, not later than the 90th day, that may be specified by the Underwriter at the Closing referred to herein) following the date of such Closing, the Issuer will notify the Underwriter whenever, in the judgment of the Issuer, the Official Statement should be amended or supplemented in order for the Official Statement not to contain any untrue statement of a material fact and not to omit to state any material fact necessary to make the statements in the Official Statement, in light of the circumstances in which they are made, not misleading. The Issuer will amend or supplement the Official Statement at the expense of the Issuer and in a manner satisfactory to the Underwriter, when in the reasonable judgment of the Issuer or the Underwriter such amendment or supplementation is required. (d) Use of Official Statement. The Underwriter, all members of any selling group which may be formed in connection with the distribution of the Bonds, and all dealers to whom any of the Bonds may be sold by the Underwriter or by members of any selling group may use the Official Statement and the information contained therein, including any amendments or supplements thereto, in connection with the offering and sale of the Bonds. (e) Continuing Disclosure. The Issuer will agree in the Ordinance to provide certain periodic information and notices of material events in accordance with the Rule, as described in the Preliminary Official Statement under "CONTINUING DISCLOSURE OF INFORMATION." The Underwriter's obligation to accept and pay for the Bonds is conditioned upon delivery to the Underwriter or its agent of a certified copy of the Ordinance containing the provisions described under such heading. (f) Use of Official Statement. The Underwriter, all members of any selling group which may be formed in connection with the distribution of the Bonds, and all dealers to whom any of the Bonds may be sold by the Underwriter or by members of any selling group may use the Official Statement and the information contained therein, including any amendments or supplements thereto, in connection with the offering and sate of the Bonds. (g) Substantive Requirements for Official Statement. To the best knowledge and belief of the Issuer, the Preliminary Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. The Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule. 3. Representations and Warranties of Issuer. The Issuer represents and warrants to the Underwriter that: (a) Due Organization: The Issuer is a body politic and corporate and a political subdivision of the State of Texas duly created, organized, and existing under the Constitution and laws of the State of Texas; (b) Due Authority and Authorization: The Issuer has requisite legal right, power, and authority (i) to adopt the Ordinance, (ii) to enter into this Bond Purchase Agreement (iii) to approve and deliver the Official Statement and to authorize its distribution by the Underwriter, (iv) to issue the Bonds to the Underwriter as provided herein, and (v) to carry out and consummate all other transactions and perform all other obligations on its part contemplated by each of such documents; the Issuer has duly authorized all such action on its part; and the Issuer has complied or, at or before the Closing, will comply with all provisions of applicable law relating to such actions; (c) Valid Bonds: The Ordinance has been duly adopted by the Issuer; as of the Closing, the Ordinance will be in full force and effect and constitute a legal and valid act of the Issuer; this Bond Purchase Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid, and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors' rights generally and general principles of equity), assuming due authorization, execution, and delivery thereof by the other parties thereto; and when delivered to and paid for by the Underwriter at the Closing the Bonds will have been duly approved by the Attorney General of Texas, registered by the Comptroller of Public Accounts of the State of Texas, and duly executed and delivered by the Issuer and will constitute legal, valid, and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms; (d) No Other Approvals Required; Except for approval of the Bonds by the Attorney General of Texas and registration of the Bonds by the Comptroller of Public Accounts of the State of Texas, all approvals, permits, consents, licenses and authorizations oC registrations or filings with, and notices to any government authority which are required for the Issuer's due execution, delivery, and performance of its Bonds under the Bonds, and this Bond Purchase Agreement have been made or obtained; (e) Non - Contravention: Neither the adoption of the Ordinance nor the execution, delivery, and performance by the Issuer of its Bonds under this Bond Purchase Agreement and the Bonds will conflict with or constitute a breach of or default under any 0 existing constitution, law, governmental regulation, judicial or administrative decree or order, or indenture, agreement, or other instrument to which the Issuer is a party or by which it or its properties are bound; (f) No Default: To the best knowledge of the Issuer, it is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both would constitute a default or event of default by the Issuer under any such instrument, and the Issuer has never defaulted in the payment of any bond, note, or other obligation of the Issuer; (g) No Litigation: Except as described in the Official Statement, action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court or public board or body is pending against or, to the knowledge of the Issuer, threatened against the Issuer (nor to the knowledge of the Issuer is there any basis therefor) wherein an unfavorable decision, ruling, or finding would impose a material financial liability on the Issuer or in any way adversely affect (i) the creation, organization, existence, boundaries, or material authority of the Issuer, (ii) the levy or collection of taxes or other revenues of the Issuer to any material extent, (iii) the transactions contemplated by this Bond Purchase Agreement or the Official Statement, (v) the validity or enforceability of the Bonds, the Ordinance, or this Bond Purchase Agreement, or (v) the excludability of the interest on the Bonds from the gross income of the owners thereof, (h) Accuracy of Official Statement: Insofar as information in the Official Statement about the Issuer and its Bonds, condition, results of operation, prospects, and other affairs are concerned, the Official Statement is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and, as to all other information therein, the Issuer has no reason to believe that the Official Statement contains any such untrue statement; (i) Financial Statements. The financial statements of and other financial information regarding the Issuer in the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth and prior to the Closing, there will be no adverse change of a material nature in such financial position, results of operations or conditions, financial or otherwise; of the Issuer, 0) Use of Proceeds: At the Closing the Issuer will deposit the proceeds of the Bonds as provided and subject to all of the terms and provisions of the Ordinance and not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds; 5 (k) No Material Changes: Between the date of this Bond Purchase Agreement and the Closing, the Issuer will not, without the prior written consent of the Underwriter, issue any bond or note or incur any other obligation for borrowed money which is or may be payable from, or does or may constitute a charge on, the taxes pledged in the Ordinance, and from the date as of which information is given in the Official Statement to the Closing the Issuer has not incurred and will not incur any material liabilities, except as described in the Official Statement or in the ordinary course of business; (1) Representation and Warranties True as of Closing. The Issuer covenants that between the date hereof and the Closing it will take no actions which will cause the representations and warranties made in this Section to be untrue as of the Closing; and (m) Officers' Certificates: Any certificate signed by any officer of the Governing Body and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter as to the truth of the statements therein contained. 4. Closing. (a) Time and Place. The Issuer will deliver the Bonds to the Underwriter, and the Underwriter will pay for the Bonds, at or about 10:00 a.m., Houston, Texas, time, on April 16, 2009. Such actions are herein referred to as the "Closing." The Closing will occur through the Depository Trust Company, or at such other location as may be agreed to by both the Issuer and the Underwriter. (b) Delivery of Bonds. At the Closing, the Issuer will deliver at least one duly executed initial Bond, which may be a single Bond for all maturities or a separate Bond for each maturity, in either typed or printed form, payable to Cede & Co., and bearing a registration certificate manually signed by an authorized representative of the Comptroller of Public Accounts of the State of Texas. The Issuer will cause the paying agent/registrar for the Bonds (the `Agent) to exchange such initial Bonds at Closing for definitive Bonds duly authenticated by the Agent and bearing CUSIP numbers, immediately upon payment for and surrender for exchange of such initial Bond by the Underwriter, through the book -entry only system of the Depository Trust Company. (c) Payment of Purchase Price The Underwriter will pay the purchase price for the Bonds by wire transfer of immediately available funds to the Agent to the account of the Issuer. (d) Time of Essence. Time is of the essence in the performance of this Bond Purchase Agreement. Tender of the initial Bond (and the definitive Bonds, if timely requested) at the time and place specified in this Bond Purchase Agreement is a condition to the Underwriter's obligations hereunder. If the Issuer or Underwriter is unable to perform its obligations hereunder at such time and place, their coumerparty may, at their option, either extend the time or change the place of performance or terminate their obligations hereunder. 5. Conditions to Closing. (a) General Conditions. The Bonds of the Underwriter hereunder are subject to the conditions precedent that (i) the Issuer will have performed all of its obligations to be performed under this Bond Purchase Agreement at or before the Closing and (ii) the representations and warranties of the Issuer herein are accurate in all material respects as if made again as of the Closing. (b) Delivery of Documents. The Bonds of the Underwriter hereunder are subject to the further condition precedent that the Underwriter will have received at or before the Closing a duly executed copy or counterpart of each of the following documents in form and substance acceptable to the Underwriter: (i) Ordinance: a duly certified copy of the Ordinance and such amendments, modifications, or supplements thereto as may have been agreed to by the Underwriter; (ii) Official Statement: the Official Statement; (iii) Attorney General Opinion and Comptroller's Certificate: the approving opinions of the Attorney General of Texas relating to the Bonds certified by a certificate of the Comptroller of Public Accounts of the State of Texas; (v) Bond Opinion: approving opinions of McCall, Parkhurst & Horton L.L.P., Austin, Texas in substantially the form attached to the Official Statement, with such changes in form as are required in the opinion of Bond Counsel to comply with the provisions of Internal Revenue Service Circular 230 and as are described in substance in the Preliminary Official Statement; (vi) Supplemental Opinion of Bond Counsel: a supplemental opinion of such Bond Counsel, addressed to the Issuer and the Underwriter, to the effect that (A) the offer and sale of the Bonds does not require registration under the Securities Act of 1933, as amended (the "1933 Act'), and it is not necessary to qualify the Ordinance under the Trust Indenture Act of 1939; and (B) Bond Counsel has reviewed the statements and information in the Official Statement under the captions "PLAN OF FINANCING" (except for "Use of Proceeds ") "THE BONDS" (except for "Book -Entry- Only System "), "TAX MATTERS ", "OTHER INFORMATION —Legal Investments And Eligibility to Secure Public Funds in Texas ", and "Legal Opinions" (insofar as such sections relate to its opinions), "— CONTINUING DISCLOSURE OF INFORMATION",(except for "Compliance with Prior Undertakings "), solely to determine whether such information fairly summarizes the procedures and documents referred to therein and is correct as to matters of law. (vii) Federal Tax Certificate: a certificate signed by an officer of the Issuer charged with issuing the Bonds stating that the Issuer does not expect to use proceeds of the Bonds in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder, setting forth facts, estimates and 7 circumstances in existence at Closing sufficiently to support such conclusion, and stating that to the best of the knowledge and belief of such officer there are no other facts, estimates, or circumstances that would materially affect such expectations; (viii) Form 8038G evidence of the filing or a covenant to file, as required by section 149(e) of the Internal Revenue Code of 1986, as amended, of a statement concerning the Bonds with the Secretary of the Treasury; (ix) Officer's Certificate; a certificate, dated as of the Closing and signed by an authorized officer of the Issuer, solely in his official capacity, to the effect that to the best of his knowledge and belief, (A) the representations, warranties, and covenants of the Issuer 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 Issuer 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 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 administrative body nor is there a basis for litigation which would (1) contest the right of the officials of the Issuer to hold and exercise their respective positions, (2) contest the due organization and valid existence of the Issuer, (3) contest the validity, due authorization and execution of the Bonds, the Ordinance, or this Bond Purchase Agreement or (4) attempt to limit, enjoin or otherwise restrict or prevent the Issuer 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 Issuer 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 of the 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 Issuer since the date of the audited financial statements of the Issuer included as an appendix to the Official Statement; (x) Opinion of Counsel to Underwriter: An opinion, dated as of the date of the delivery of the Bonds and addressed to the Underwriter, in care of Bates and Coleman P.C., Houston, Texas to the effect that the offering and sale of the Bonds is not required to be registered under the Securities Act of 1933, as amended, and that the Ordinance is not required to be qualified under the Trust Indenture Act of 1939, as amended. In addition, the opinion shalt state that without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official H Statement, based upon such counsel's participation in the preparation of the Official Statement, nothing has come to such counsel's attention that gives such counsel reason to believe that the Official Statement as of the date of the Bond Purchase Agreement and as of the date of the Closing (except for financial statements and statistical data as to which no view need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xi) Confirmation of Ratings: Confirmation by Moody's Investor's Service of a rating of "AT'; confirmation by Standard & Poor's Ratings Services of a rating of "A+"; and confirmation by Fitch Ratings Services of a rating of "AA- ". (xii) Other: such additional certificates, instruments, or opinions as the Underwriter may reasonably request to evidence compliance with legal requirements, the accuracy of the representations and warranties of the Issuer contained herein, and due performance and satisfaction by the Issuer of all obligations on its part and conditions contained herein. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof, but only if, they are in form and substance satisfactory to the Underwriter. If the Issuer shall be unable to satisfy the conditions to the Bonds of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of, and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the representations of the Issuer and the Underwriter set forth in Sections 9 and 10 hereof shall continue in full force and effect. 6. Term and Termination. (a) Term. This Bond Purchase Agreement shall become effective when the Issuer accepts the offer made hereby before it expires by executing this Bond Purchase Agreement in the place provided below and delivering an executed counterpart to the Underwriter and shall continue in full force and effect until the Bonds are delivered to the Underwriter. (b) Termination: The Underwriter may terminate its obligations under this Bond Purchase Agreement at any time by notifying the Issuer of its election to do so in writing or by telegram, telex, or other electronic or wire communication, if after the date hereof and prior to the Closing: (i) Adverse Effect on Tax - Exempt Status: Legislation shall be favorably reported by a committee of the House of Representatives or the Senate of the C Congress of the United States or be introduced (by committee, by amendment, or otherwise) in, or be enacted by, the House of Representatives or the Senate, or be recommended by committee to the Congress of the United States for signature by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a release, ruling, regulation, or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed, in each case having the purpose or effect of imposing (or any other event shall have occurred which results in the imposition of) federal income taxation upon revenues or other income of the general character to be derived by the Issuer (or by any similar body) or upon interest accrued or received on the Bonds, except as described in the Official Statement which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability or the market price of the Bonds; (ii) Adverse Effect on Securities Law Exemplions: Legislation shall be introduced (by committee, by amendment, or otherwise) in„ or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation, or official statement by or on behalf of the United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, in each case to the effect that the offering or sale of Bonds of the general character of the Bonds, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or the Investment Company Act of 1940, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of Bonds of the general character of the Bonds as contemplated hereby which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability or the market price of the Bonds; (iii) Adverse Effect on Disclosure: Any information shall have become known which at any time, in the reasonable opinion of the Underwriter, makes untrue, incorrect, incomplete, or misleading in any material respect any statement or information contained in the Official Statement, as the information contained therein has been supplemented or amended by other information in accordance with Section 5(c) hereof, or causes the Official Statement, as so supplemented or amended, to contain an untrue, incorrect, or misleading statement of a material fact or to omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading; and which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability or the market price of the Bonds. (iv) Adverse Effect on Marketability: Except as provided in Subdivisions (i) and (ii) of this Subsection, any legislation, resolution, ordinance, rule, or regulation shall be introduced in or be enacted by any governmental body, department, or agency of the United States or the State of New York or the State of Texas, or a decision by any court of competent jurisdiction within the United States or the State of New York or the State of Texas shall be rendered, or additional material restrictions not in force as 10 of the date hereof shall have been imposed upon trading in securities generally (or as to any other matter relating to the Bonds) by any governmental authority or by any national securities exchange, in each case which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Bonds; (v) Suspension on Moratorium: A general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange shall have occurred, minimum prices on either such exchange shall have been established, or a general banking moratorium shall have been established by federal, New York, or Texas authorities; or (vi) Armed Conflict, Etc.: A war involving the United States shall have been declared, or any existing conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, in each case which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Bonds. 7. Expenses. The Issuer will pay (a) the cost of preparing and printing the Bonds, (b) the fees and disbursements of Bond Counsel and any other counsel or consultants retained by the Issuer and for the mathematical verification referred to in the Official Statement, (c) the fees and disbursements of the Paying Agent, (d) the costs of preparing, printing, and mailing the Preliminary Official Statement and the Official Statement, (e) the fee of the Attorney General of Texas, (t) the costs of obtaining credit ratings and the vests of bond insurance premiums, and (h) the out -of- pocket expenses of the officers and employees of the Issuer. The Underwriter will pay their own out -of- pocket expenses and the fees and out -of- pocket expenses of counsel to the Underwriter. 8. Notices. Any notice to the Issuer under this Bond Purchase Agreement may be given by delivering or posting the same to Mayor, City of Huntsville, 1212 Avenue M, Huntsville, Texas 75949 -0349, and any such notice to the Underwriter may be given by delivering or posting the same to Mr. Jim Gilley, 5555 San Felipe, Suite 2200, Houston, Texas 77056. 9. No Assignment or Third -Party Beneficiaries. The obligations of the parties hereto may not be assigned or delegated to any other person without the written consent of the other party hereto. This Bond Purchase Agreement inures to the benefit of and is binding upon the Issuer, the Underwriter, and their respective successors and permitted assigns, and does not confer any rights upon any other person other than persons, if any, controlling the Issuer or the Underwriter within the meaning of the Securities Exchange Act of 1934, as amended. The terns "successors" and "assigns" do not include any purchaser of Bonds merely because of such purchase. 10. Survival of Representations. All of the representations, warranties, and covenants of the Issuer in this Bond Purchase Agreement will remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of Underwriter or (ii) delivery of and any payment for the Bonds. No termination or cancellation of this Bond Purchase 11 Agreement will relieve the Issuer of its obligation under Section 10 hereof to pay expenses incurred prior to such termination or cancellation. 11. Section Headings. The section, subsection, and other subdivision headings herein are for convenience of reference only and do not affect the construction hereof. 12. Severability. If any provision of this Bond Purchase Agreement or any application thereof is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 13. Counterparts. This Bond Purchase Agreement may be executed in counterparts, each of which will be regarded as an original and all of which will constitute one and the same document. 14. Governing Law. This Bond Purchase Agreement will be governed by and construed in accordance with the law of the State of Texas. 12 Very truly yours, Coastal Securities, as Underwriter I Accepted at CITY OF HUNTS VILLE, TEXAS By: '%C// Pricing Officer EXECUTION PAGE CERTIFICATE FOR ORDINANCE NO. 2009- 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: I. The City Council of the City convened in a REGULAR MEETING ON THE 7TH DAY OF APRIL, 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: J. Turner, Mayor Dalene Zender, Position I Melissa Mahaffey, Position 2 Charles Forbus, Position 3 Lanny D. Ray, Position 4 Tom Cole, Ward I Mac Woodward, Ward 2 Clarence Griffin, 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 the Meeting: a written ORDINANCE CONFIRMING AND APPROVING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009 AND CONFIRMING AND APPROVING PRICING OF THE REFUNDING 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: 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 ofthe 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 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 ok GQ^�� c� Ci cretary [CITY SEAL] HUMSNLLEAORefgW9. OfGru�c <ovfumPrcingRn Mayor