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ORD 2005-10 - Refunding Bonds Authorize Issuance 06-21-2005ORDINANCE NO. 2005- 1 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2005 IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,820,000; LEVYING AN AD VALOREM TAX IN SUPPORT OF THE BOND; APPROVING AN INVESTMENT LETTER, A PAYING AGENT{REGISTRAR AGREEMENT, AND AN ESCROW AGREEMENT; CALLING CERTAIN OUTSTANDING OBLIGATIONS FOR REDEMPTION; AND AUTHORIZING OTHER MATTERS RELATING TO THE BOND THE STATE OF TEXAS § COUNTY OF WALKER § CITY OF HUNTSVILLE § WHEREAS, the City of Huntsville, Texas (the "City ") is a "general law city" operating pursuant to Article X1, Section 4 of the Texas Constitution; and WHEREAS, the City has outstanding the following obligations: City of Huntsville, Texas Combination Tax and Revenue Certificates of Obligation, Series 2000, (the "Series 2000 Certificates "); and WHEREAS, the City now desires to issue refunding bonds to refund the currently outstanding Series 2000 Certificates in the aggregate principal amount of $3,635,000 maturing on August 15 of the years 2011 through 2020, inclusive (the "Refunded Obligations "); 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 such escrow agent may agree, provided that such deposits may be invested and reinvested in Defeasance Securities, as defined herein; and HUNTS VILLE \GORefg2005: Ordinance WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement ofthe kind authorized and permitted by said Chapter 1207; and WHEREAS, the issuance ofthe Bond (as defined herein) to refund the Refunded Obligations will result in a gross debt service savings of $447,267.48 and a net present value savings of $343,544.62; and WHEREAS, the City hereby finds that the issuance of the Bond to refund the Refunded Obligations is in the best interest of the City; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the refunding bonds hereinafter authorized; 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 l.. 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. In addition to other words and terms defined in this Ordinance (except those defined and used in the Form of the Bond in Section 7 hereof), and unless a different meaning or intent clearly appears in the context, the following words and terms shall have the following meanings, respectively: "Bond" means the "City of Huntsville, Texas, General Obligation Refunding Bond, Series 2005" authorized to be issued by this Ordinance. "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. "City Council" means the governing body of the City. "Code" shall mean the Internal Revenue Code of 1986, as amended. "City" means Huntsville, Texas and any other public agency succeeding to the powers, rights, privileges, and functions of the City and, when appropriate, the City Council of the City. "Defeasance Securities" means (i) Federal Securities, (ii) noncallabie obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally HUNfSVILLSGORe%2005: Ordinance 2 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 Bond 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 Bond, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent. "Escrow Agent" means Wells Fargo Bank, N.A.; Houston, Texas 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. "Federal Securities" 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). "Interest Payment Date" means the date or dates up on which interest on the Bond is scheduled to be paid until its date of maturity or prior redemption, such dates being February 15 and August 15 of each year, commencing February 15, 2446. "Investment Letter" means the agreement approved by Section 13 hereof between the City and the Purchaser pursuant to which the Bond is sold to the Purchaser. "Ordinance" means this Ordinance of the City Council authorizing the issuance of the Bond. "Paying Agent/Registrar" means initially Bank of America, N.A., Dallas, Texas or any successor thereto as provided in this Ordinance. "Purchaser" means the purchaser of the Bond identified in Section 13 hereof. "Record Date" means the 15th day of the month next preceding each Interest Payment Date, whether or not such dates are Business Days. "Refunded Obligations" shall have the meaning given to such term in the recitals to this Ordinance. "Register" means the registry system maintained on behalf of the City by the Registrar in which are listed the name and address of the Registered Owner. "Registered Owner" means any person or entity in whose name a Bond is registered. HUNTS V I LLE \GORefg2005: Ordinance Section 3. AMOUNT, NAME, PURPOSE, AND AUTHORIZATION. The Bond, to be designated the "CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2005 ", 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 Bond shall be issued in the aggregate principal amount of $3,820,000 for the purpose of providing funds for (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bond. Section 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST AND REDEMPTION. (a) The Bond shall be dated June 15, 2005 and shall be in the form of one fully registered certificate, without coupons, in the denomination and principal amount of $3,820,000. The Bond shall be numbered R -1, with any Bond issued in replacement thereof being in the denomination and principal amount hereinafter stated and numbered consecutively from R -2 upward. (b) The principal of the Bond shall be payable in installments on August 15 in each of the years and in the amounts set forth in the table below: (c) The Bond shall bear interest on the unpaid balance of the principal amount thereof from the date of delivery to the scheduled due date, or date of prepayment or redemption prior to the scheduled due date, of the principal installments of the Bond at the rate of 3.52% per annum. Interest shall accrue and be payable to the Registered Owner in the manner provided and on the dates stated in the FORM OF BOND. Section 5. REDEMPTION. (a) Right of Redemption. The City reserves the right, at its option, to redeem the principal installments of the Bond as set forth in the FORM OF BOND. 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 of the principal installments of the Bond to be redeemed. (b) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of any redemption of the Bond by sending notice by first class United States mail, postage prepaid, not HUNTS V ILLE\GORefg2005: Orduiance Principal I Principal Year Installments Year Installments 2006 $ 15,000 2014 $ 370,000 2007 25,000 2015 385,000 2008 25,000 2016 380,000 2009 25,000 2017 365,000 2010 30,000 2018 335,000 2011 375,000 2019 300,000 2012 375,000 2020 440,000 2013 375,000 (c) The Bond shall bear interest on the unpaid balance of the principal amount thereof from the date of delivery to the scheduled due date, or date of prepayment or redemption prior to the scheduled due date, of the principal installments of the Bond at the rate of 3.52% per annum. Interest shall accrue and be payable to the Registered Owner in the manner provided and on the dates stated in the FORM OF BOND. Section 5. REDEMPTION. (a) Right of Redemption. The City reserves the right, at its option, to redeem the principal installments of the Bond as set forth in the FORM OF BOND. 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 of the principal installments of the Bond to be redeemed. (b) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of any redemption of the Bond by sending notice by first class United States mail, postage prepaid, not HUNTS V ILLE\GORefg2005: Orduiance 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 Bond is to be surrendered for payment, and that the Bond 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 Bond, 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 Bond 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 Bond and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bond has not been redeemed. (c) Effect ofRedemption. Notice ofredemption having been given as provided in this Section, the Bond or principal installments thereof 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 Bond or principal installments 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 Bond or principal installments thereof called for redemption are not so paid upon presentation and surrender thereof for redemption, such Bond or principal installments 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. Section 6. CHARACTERISTICS OF THE BOND. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at Bank of America, N.A., Dallas, Texas (the "Paying Agent/Registrar ") Bonds or records for the registration of the transfer, conversion and exchange of the Bond (the "Register "), and the City 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 registrations, 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 HL NTSVILLE\GORelg2005: Ordinance 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 Bond 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 Bond, 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 Bond 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 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 Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of 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 Bond (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bond 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 Bond, all as provided, and in the manner and to the effect as required or indicated, in the Pricing Certificate and the FORM OF BOND HUNTS V I LLE \GORefg2005: Ordinance 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 BOND. On the closing date, the initial Bond representing the entire principal amount of the Bond, payable to the Purchaser, 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 Purchaser. (d) Substitute Paving Agent/Registrar. The City covenants with the Registered Owner of the Bond that at all times while the Bond is outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and performm the services of Paying Agent/Registrar for the Bond 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 Bond, 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 the Bond, 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/Regis- trar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section 7. FORM OF BOND. The form of the Bond, 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 Bond 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. UNITED STATES OF AMERICA WALKER COUNTY CITY OF HUNTSVILLE, TEXAS HUNTSVILLE\G0Refg2005: Ordmanc % GENERAL OBLIGATION REFUNDING BOND, SERIES 2005 INTEREST RATE 3.52% REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE August 15, 2020 (Final Maturity) gglm, 10, VIAINVU61010 9! DATE OF DELIVERY , 2005 DOLLARS THE CITY OF HUNTSVILLE, IN WALKER, COUNTY TEXAS (the "City "), being a political subdivision of the State of Texas, for value received, hereby promises to pay, from the sources described herein, to the registered owner specified above, or registered assigns (hereinafter called the "Registered Owner "), the principal amount specified above, and to pay interest thereon, from the Date of Delivery set forth above on the balance of said principal amount from time to time remaining unpaid, at the rate per annum set forth above, calculated on the basis of 360 -day year of twelve 30 -day months. The unpaid principal of this Bond shall mature on August 15, 2020, but shall be paid in installments on August 15th in the years and in the amounts set forth in the table below: THE PRINCIPAL OF AND INTEREST ON THIS BOND are payable in lawful money of the United States of America, without exchange or collection charges. The City shall pay interest on this Bond on February 15, 2006 and on each August 15 and February 15 thereafter to the date of maturity or redemption prior to maturity. The last principal installment of this Bond shall be paid to HL NTSV1LLE\G0Refg2005: Ordnma g Principal Principal Year Installments Year Installments 2006 $ 15,000 2014 $ 370,000 2007 25,000 2015 385,000 2008 25,000 2016 380,000 2009 25,000 2017 365,000 2010 30,000 2018 335,000 2011 375,000 2019 300,000 2012 375,000 2020 440,000 2013 375,000 THE PRINCIPAL OF AND INTEREST ON THIS BOND are payable in lawful money of the United States of America, without exchange or collection charges. The City shall pay interest on this Bond on February 15, 2006 and on each August 15 and February 15 thereafter to the date of maturity or redemption prior to maturity. The last principal installment of this Bond shall be paid to HL NTSV1LLE\G0Refg2005: Ordnma g 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 principal office of Bank of America, N.A., Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of all other principal installments of and interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and interest payment date by check or draft, dated as of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance ") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar 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 day of the month next preceding each such date (the "Record Date ") on the Register kept by the Paying Agent/Registrar, as hereinafter described. In addition, principal and interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bond, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; 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 dated June 15, 2005, and authorized and issued pursuant to the authority provided by the Constitution and the laws of the State of Texas, and the Ordinance in the principal amount of $3,820,000 (herein referred to as the 'Bond "). Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the Ordinance. The Bond is being issued for the purpose of (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bond. ON AUGUST 15, 2010, or any date thereafter, the principal installments of this Bond may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular principal installments or portions thereof, to be redeemed shall be selected and designated by the City, at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. HUNTSVILLMORefg2005: Ordinance 9 AT LEAST 20 days prior to the date fixed for any optional redemption of the Bond or portions thereof 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 the Bond at its address as it appeared on the Register on the day such notice of redemption is mailed; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of this Bond. 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 Bond or portions thereof which are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bond or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for redemption, and 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. UPON THE PREPAYMENT OR PARTIAL REDEMPTION of this Bond, the Paying Agent/Registrar, shall note in the Prepayment Record appearing on this Bond the amount of such prepayment or partial redemption, the date said payment was made and the remaining unpaid principal balance of this Bond and shall then have said entry signed by an authorized official of the Paying Agent/Registrar. The Paying Agent/Registrar shall also record such information in the Register, and the Paying Agent/Registrar shall also record in the Register all payments of principal installments on such Bond when made on their respective due dates. THE BOND is issuable solely in the form of one fully registered certificate, without interest coupons, in the denomination of $3,820,000. This Bond may be transferred or exchanged as provided in the Ordinance, only upon the registration books kept for that purpose at the above - mentioned office of the Paying Agent/Registrar upon surrender of this Bond together with a written instrument oftransfer or authorization for exchange satisfactory to the Paying Agent/Registrar and duly executed by the registered owner or his duly authorized attorney, and thereupon a new Bond of the same maturity and in the same aggregate principal amount shall be issued by the Paying Agent/Registrar to the transferee in exchange therefor as provided in the Ordinance, and upon payment of the charges therein prescribed. The City and the Paying Agent/Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. 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 and ending with the opening of business on the next following principal or interest payment date, or (ii) within 30 days prior to a redemption date. IN THE EVENT any Paying Agent/Registrar for the Bond is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owner of the Bond. HUWSVI MGOUe 2005: Ordinance 10 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 ofthis Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Bond either (a) is registered by the Comptroller of Public Accounts of the State of Texas as evidenced by execution of the registration certificate endorsed hereon or (b) is authenticated as evidenced by execution of the authentication certificate endorsed hereon by the Paying Agent/Registrar, IT IS FURTHER CERTIFIED that the City has designated the Bond as a "qualified tax - exempt obligation" within the meaning of Section 265(b) of the Internal Revenue Code of 1986. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions ofthe Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the offi- cial minutes and records of the governing body of the City, and agrees that the terms and provisions ofthis Bond and the 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 of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. City Secretary Mayor [CITY SEAL] FORM OF PREPAYMENT RECORD PREPAYMENT RECORD HUNTSV1LLE\G0Refg2005: Ordmmce I + Principal Prepayment (amount and installment(s) to Date of which payment is Payment applied) Name and Title of Remaining Authorized Principal Officer making Balance Entry Signature of Authorized Officer 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 Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, or a portion of a Bond 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 2j BANK OF AMERICA, N.A. Paying Agent/Registrar Authorized Representative FORM OF ASSIGNMENT HUNTSVILLE \G0Refg2005: Ordinance 12 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, 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, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR INITIAL BOND: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General ofthe State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. HLNTSVILLEWRefg2005: ikdnwce 13 Witness my signature and seal this Comptroller of Public Accounts of the State of Texas :11111111 1. ,� Section 8. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund ") is hereby created solely for the benefit of the Bond, 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 ofthe City, and shall be used only for paying the interest on and principal of the Bond. All ad valorem taxes levied and collected for and on account of the Bond shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bond 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 Bond as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bond as such principal matures (but never less than 2% of the original principal amount of the Bond 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 Bond 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 Bond, 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 Bond shall be deposited in the Interest and Sinking Fund. Section 9. DEFEASANCE OF BOND. (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 irrevokable 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 Iit.t M1ALLE=Refg24Q5: Ordinance 14 (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. (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 Ordinance. Any money so deposited with the Paying Agent/Registrar or 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 of the 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 perform the services ofPaying Agent/Registrar for such Defeased 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 of this 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, OR DESTROYED 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 HUNTSVILLE \G0Refg2005: Ordinance 15 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 Re 1p acement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying 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 damage with respect thereto. Also, in every case of loss, 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 5(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 1. CUSTODY APPROVAL AND REGISTRATION OF BOND, COUNSEL'S OPINION. The Mayor of the City and the City Manager are hereby authorized to have control ofthe initial Bond issued and delivered hereunder and all necessary records and proceed - ings 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 HUNTSVILLE\G0Refg2005: Ordinance 16 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 Bond. 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 Bond as an obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), the interest on which 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 Bond 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 of the proceeds of the Bond 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 Bond, in contravention of section 141(b)(2) of the 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 Bond 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 of the proceeds of the Bond (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 Bond being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bond being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bond, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire HUNTSVILLE \GORefg2OO5: Ordinance 17 investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially higher yield over the term of the Bond, other than investment property acquired with -- (A) proceeds of the Bond invested for a reasonable temporary period of 3 years or less or, in the case of a current refunding bond, for a period of 90 days and in the case of an advance refunding bond, for a period of 30 days, (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 any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bond; (7) to otherwise restrict the use of the proceeds of the Bond or amounts treated as proceeds of the Bond, as may be necessary, so that the Bond 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 Bond) 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 Bond 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 Bond. 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 Bond, 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 Bond 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 Bond, the City agrees to comply with the additional requirements to the extent necessary, in the HUNTSVILLEMRefg2005: Ordinance 18 opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bond under section 143 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 Bond. (d). Disposition of Project. The City covenants that the property constituting the projects financed or refinanced with the proceeds of the Bond 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-recognized bond counsel that such sale or other disposition will not adversely affect the tax- exempt status of the Bond. 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 Bond 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 Bond is issued, the City (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Bond, will result in more than $14,444,444 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 Bond is issued, by the City (or any subordinate entities) will not exceed $14,444,444; 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 Bond will not be considered a "private activity bond" within the meaning of section 141 of the Code. Section 13. SALE OF BOND. The Bond is hereby sold and shall be delivered as a private placement to Bank of America, N.A. (the "Purchaser ") for the price of par thereof pursuant to the terms of sale described in the "Investment Letter" attached hereto as Exhibit "C ". The Mayor or the City Manager is hereby authorized to execute such Investment Letter on behalf of the City in substantially the form attached hereto. It is hereby officially found, determined and declared that the Bond was sold to the Purchaser at terms that were the most advantageous reasonably obtained. The Bond shall initially be registered in the name of the Purchaser. Section 14. APPROVAL OF PAYING AGENTIREGISTRAR 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 "A" is hereby approved and the Mayor or the City Manager is hereby authorized and directed to complete, amend, modify and execute the Paying Agent Agreement as HUNTSVILLE \GORefg2005: Ordinance 19 necessary and the Secretary or Assistant Secretary is authorized and directed to attest such agreement. (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 "B" is hereby approved, and the Mayor or the City Manager is hereby authorized to complete, amend, modify and execute the Escrow Agreement, as necessary and the Secretary or Assistant Secretary is authorized and directed to attest such agreement. 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. Section 15. REFUNDING OF REFUNDED OBLIGATIONS. That concurrently with the delivery of the Bond, 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 City, to provide for the refunding and defeasance of the Refunded Obligations.. The Mayor or City Manager 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 that are set forth in Exhibit "D" hereto. Section 16. CONTINUING DISCLOSURE TO PURCHASER. So long as the Purchaser is the Registered Owner of the Bond, the City shall submit to the Purchaser the City's current audited financial statements within 180 days of its Fiscal Year end including (i) a balance sheet, (ii) statement of revenues, expenses and changes in fund balances, (iii) statement of cash flows, (iv) operating fund budget analysis, and (v) appropriate notes, schedules and attachments to the financial statements; and such other financial information relating to the ability of the City to continue performing under this Ordinance and permit the Purchaser or its agents and representatives to inspect City's books and records and make extracts therefrom. Section 17. NO RULE 15C2 -12 UNDERTAKING. The City has not made an undertaking in accordance with Rule 15c2 -12 of the Securities and Exchange Commission (the "Rule "). The City is not, therefore, obligated pursuant to the Rule to provide any on -going disclosure relating to the City or the Bond. Section 18. 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 of the 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 HLNnVILLE \G0Refg2005: Ordinance 20 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 under this Section, the City shall send by U.S. mail to the Registered Owner a copy of the proposed amendment. (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 approve 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 Bond, the City shall rely solely upon the registration of the ownership of such Bond on the Register kept by the Paying Agent/Registrar. HUNTSVILLE \GORefg2005: Ordinance 21 Section 19. 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 Bond, (ii) declares bankruptcy, or (iii) defaults in the observance or performance of any other of the 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 Bond 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 Bond 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. Section 20. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. Section 21. 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, the Bond, the initial sale and delivery of the Bond, the Paying Agent/Registrar Agreement, the Escrow Agreement and the Investment Letter. In addition, prior to the initial delivery of the Bond, 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. HUNTSV1LLE\G0Refg2005: Ordumce 22 In case any officer ofthe City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, 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 22. 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 anytime 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 Bond 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 23. 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 ofreference 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 Bond and the validity of the lien on and pledge to secure the payment of the Bond. Section 24. 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. Section 25. 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 Bond, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises 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 Bond. Section 26. 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 27. 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 HUNTSVILLE \G0Refg2005: Ordinance 23 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 28. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 29. EFFECTIVE DATE. This Ordinance shall become effective upon the final passage of this Ordinance. HUNTSVILMGORetg2005: Ordinance 24 IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE passed and approved on First and Final Reading on the 21 st day of June, 2005. Mayor City of Huntsville, Texas ATTEST: Danna Welter City Secretary Thomas Leeper, City Attorney HUNTSV1LLE\G0Refg2005: Ordirmce OrdinanceSigPage EXHIBIT A PAYING AGENUREGISTRAR AGREEMENT HUNTSVILLE \GORefg2005: Ordinance A-1 EXHIBIT B ESCROW AGREEMENT HUNTSVILLE \GORefg2OO5: Ordinance B-1 EXHIBIT C INVESTMENT LETTER HUNTSVILLF\WRefg2005: Ordumce C -1 EXHIBIT D 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 COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000, maturing on August 15 in each ofthe years 2011 through 2020, inclusive, aggregating $3,635,000 in principal amount. Maturity Principal Interest Redemption CUSIP August 15 Amount Rate Date Number* 2011 $ 345,000 4.90% February 15, 2008 447258JL9 2012 350,000 5.00 February 15, 2008 447258JM7 2013 355,000 5.00 February 15, 2008 447258JN5 2014 355,000 5.10 February 15, 2008 447258JPO 2015 375,000 5.10 February 15, 2008 447258JQ8 2016 375,000 5.20 February 15, 2008 447258JR6 2017 365,000 5.50 February 15, 2008 447258JS4 2018 340,000 5.30 February 15, 2008 447258JT2 2019 315,000 5.40 February 15, 2008 447258JU9 2020 460,000 5.50 February 15, 2008 447258JV7 *The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein. 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 Wells Fargo Bank, N.A., Houston, Texas (the "Bank "), and said obligations shall be presented for payment either in person or by mail, at the following address: First Class/Repistered/Certif ed Mail By Overnight or Courier By Hand 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 HUNTSVILLMORefg2005: Ordinance D-1 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. HL NnVILLSG0Rcfg2005: Ordvwace D'2 IN ACCORDANCE WITH SECTION 1201.028, TEXAS 'GOVERNMENT CODE passed and approved on First and Final Reading on the 21 st day of June, 2005. Mayo City of Huntsville, Texas ATTEST: Danna Welter City Secretary APPROVED AS TO Thomas Leeper, HUNTSVILLEZORefg2005: Ordinance OrdinanceSigPage