ORD 2004-04 - Tax CertificateORDINANCE NO. 2004 -o 4
ORDINANCE AUTHORIZING THE ISSUANCE OF $1,200,000 CITY OF
HUNTSVILLE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2004; LEVYING AN AD VALOREM TAX AND PLEDGING
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A BOND PURCHASE AGREEMENT; AND
ORDAINING OTHER MATTERS RELATING TO THE ISSUANCE OF THE
CERTIFICATES
THE STATE OF TEXAS §
COUNTY OF WALKER §
CITY OF HUNTSVILLE §
WHEREAS, the City Council ofthe City ofHuntsville, Texas (the "City ") deems it advisable
to issue certificates of obligation in the amount of $1,200,000 (the "Certificates ") for the purpose of
paying contractual obligations incurred or to be incurred by the City for public improvements within
the City, to -wit: (1) constructing and equipping a new fire station, (2) renovating, improving and
equipping existing fire stations, (3) purchasing fire equipment and trucks and (4) the payment of
professional services in connection therewith including legal, fiscal, construction management and
engineering fees and the costs of issuance in connection with the Certificates; and
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Chapter
1502, Texas Government Code, as amended; and
WHEREAS, on February 17, 2004 the City Council passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue the Certificates; and
WHEREAS, the notice was published on March 2, 2004 and March 9, 2004 in the Huntsville
Item, a newspaper of general circulation in the City and a "newspaper" as defined in Section
2051.044, Government Code; and
WHEREAS, the City has not received a petition from any of the qualified voters of the City
protesting the issuance of the Certificates; and
WHEREAS, it is considered to be in the best interest of the City that the interest bearing
Certificates be issued;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE,
TEXAS:
HUNTSVILLECO2004: Ordinance
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. 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. The certificates of the City of Huntsville, Texas (the "City ") are
hereby authorized to be issued and delivered in the aggregate principal amount of $1,200,000 for the
purpose of paying contractual obligations incurred or to be incurred by the City for public
improvements within the City, to -wit: (1) constructing and equipping a new fire station, (2)
renovating, improving and equipping existing fire stations, (3) purchasing fire equipment and trucks
and (4) the payment of professional services in connection therewith including legal, fiscal,
construction management and engineering fees and the costs of issuance in connection with the
Certificates.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be
designated: "CITY OF HUNTSVILLE, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2004 ", and initially there shall be issued, sold, and
delivered hereunder fully registered certificates, without interest coupons, dated March 15, 2004, in
the respective denominations and principal amounts hereinafter stated, numbered consecutively from
R -1 upward (except the Initial Certificate delivered to the Attorney General of the State of Texas
which shall be numbered T -1), payable to the respective initial registered owners thereof (as
designated in Section 15 hereof), or to the registered assignee or assignees of said certificates or any
portion or portions thereof (in each case, the "Registered Owner "), and said certificates shall mature
and be payable serially on February 15 in each of the years and in the principal amounts, respectively,
as set forth in the following schedules:
YEAR
PRINCIPAL
YEAR
PRINCIPAL
AMOUNT
AMOUNT
2005
$ 30,000
2015
* * * **
2006
45,000
2016
$120,000
2007
45,000
2017
* * * **
2008
50,000
2018
130,000
2009
50,000
2019
* * * **
2010
50,000
2020
140,000
2011
50,000
2021
* * * **
2012
55,000
2022
155,000
2013
55,000
2023
* * * **
2014
60,000
2024
165,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates
initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged
therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto,
and the term "Certificate" shall mean any of the Certificates.
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Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth
in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following
rates per annum:
YEAR
RATE
YEAR
RATE
2005
2.50%
2015
* * * **
2006
2.50
2016
3.60%
2007
2.50
2017
* * * **
2008
2.50
2018
3.80
2009
2.50
2019
* * * **
2010
2.70
2020
4.00
2011
3.00
2021
* * * **
2012
3.25
2022
4.20
2013
3.30
2023
* * * **
2014
3.50
2024
4.30
Interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer,
Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at Wells
Fargo Bank, N.A., Houston, Texas (the "Paying Agent/Registrar ") books or records for the regis-
tration of the transfer, conversion and exchange of the Certificates (the "Registration Books "), and
the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such
books 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 pro-
vided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of
the Registered Owner of each Certificate to which payments with respect to the Certificates 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 Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Paying
Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the
manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
Ordinance. Each substitute Certificate shall bear a letter and /or number to distinguish it from each
other Certificate.
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Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the City or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates
in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary
weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended, and
particularly Subchapter D thereof, the duty of conversion and exchange of Certificates as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the
converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Certificates which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Certificates 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 Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of
all conversions and exchanges of Certificates, and all replacements of Certificates, 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 past due interest 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 Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the Registered
Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date),
(iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v)
shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the princi-
pal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered
pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any
Certificate or Certificates 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 CERTIFICATE.
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(d) Substitute Pang Agent/Re isg tray. The City covenants with the Registered Owners of
the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
and perform the services ofPaying Agent/Registrar for the Certificates 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 Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Certificates, 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 Certificates, by United States mail, first -class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar.
(e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates initially
issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered
Certificate for each of the maturities thereof registered in the name of Cede & Co. as nominee of
DTC and except as provided in subsection (f) hereof, all of the Outstanding Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
securities transactions among DTC participants (the "DTC Participant ") or to any person on behalf
of whom such a DTC Participant holds an interest in the Certificates. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility
or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC
participant or any other person, other than a Registered Owner, as shown on the Registration Books,
of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment
to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration
Books of any amount with respect to principal of, premium, if any, or interest on the Certificates.
Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted
by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Certificate is registered in the Registration Books as the absolute owner of such
HUNTS V ILLECO2004: Ordinance
Certificate for the purpose of payment of principal, premium, if any, and interest, with respect to such
Certificate, for the purposes of registering transfers with respect to such Certificates, and for all other
purposes of registering transfers with respect to such Certificates, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on
the Certificates only to or upon the order of the respective Registered Owners, as shown in the
Registration Books as provided in the Ordinance, or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to payment of principal of, premium, if any, and interest on the Certificates
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Certificate evidencing the obligation of the City to make payments
of principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date the
word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfer Outside Book - Entry -Only System. In the event
that the City determines to discontinue the book -entry system through DTC or a successor or DTC
determines to discontinue providing its services with respect to the Certificates, the City shall either
(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Registered Owner transferring or exchanging Certificates shall designate,
in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Certificate and all notices
with respect to such Certificate shall be made and given, respectively, in the manner provided in the
representation letter of the City to DTC.
(h) Initial Certificate. The Certificates herein authorized shall be initially issued as a fully
registered Certificate, being one certificate in the denomination of the aggregate principal amount and
the initial Certificate shall be registered in the names of the Underwriter or the designees thereof as
set forth in Section 15 hereof. The initial Certificate shall be the Certificate submitted to the Office
of the Attorney General of the State of Texas for approval, certified and registered by the Office of
the Comptroller of Public Accounts of the State of Texas and delivered to the Underwriter.
Immediately after the delivery of the initial Certificate, the Paying Agent/Registrar shall cancel the
initial Certificate delivered hereunder and exchange therefor Certificates in the form of a separate
HUNTS V ILLECO2004: Ordinance
single fully registered Certificate for each of the maturities thereof registered in the name of Cede &
Co., as nominee of DTC and except as provided in Section 4(0, all of the outstanding Certificates
shall be registered in the name of Cede & Co., as nominee of DTC.
(i) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer
Letter of Representations with DTC establishing the Book - Entry-Only System which will be utilized
with respect to the Certificates.
Section 5. FORM OF CERTIFICATE. The form of the Certificates, 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 Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
FORM OF CERTIFICATE
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
COUNTY OF WALKER
CITY OF HUNTSVILLE, TEXAS $
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2004
INTEREST DATE OF MATURITY
RATE CERTIFICATES DATE CUSIP NO.
March 15, 2004
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF HUNTSVILLE, in Walker
County, Texas (the "City "), being a political subdivision of the State of Texas, hereby promises to
pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered
Owner ") the principal amount set forth above, and to pay interest thereon from the date of the
Certificate set forth above, on February 15, 2005 and semiannually on each August 15 and February
15 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the
interest rate per annum specified above; except that if this Certificate is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of
HUNTS V I LLE CO2004: Ordinance
authentication, unless such date of authentication is after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such
next following interest payment date; provided, however, that if on the date of authentication hereof
the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or
converted from is due but has not been paid, then this Certificate shall bear interest from the date to
which such interest has been paid in full. Notwithstanding the foregoing, during any period in which
ownership of the Certificates is determined only by a book entry at a securities depository for the
Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at Wells Fargo
Bank, N.A., which is the "Paying Agent/Registrar" for this Certificate at their office in Houston,
Texas (the 'Designated Payment /Transfer Office "). The payment of interest on this Certificate shall
be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date
by check or draft, dated as of such 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
Certificate (the "Certificate 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 Regis-
tered Owner hereof, at its address as it appeared as of the close of business on the last business day
of the month preceding each such date (the "Record Date ") on the registration books kept by the
Paying Agent/Registrar (the "Registration Books "). In addition, 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. In the event of a non - payment of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the 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 business days prior to the Special Record Date by United States mail, first -class postage prepaid,
to the address of each owner of a Certificate appearing on the Registration Books at the close of
business on the last business day next preceding the date of mailing of such notice.
DURING ANY PERIOD in which ownership of the Certificates is determined only by a
book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the
same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of
such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate
prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office
HUNTSVILLECO2004: Ordinance 8
of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that
on or before each principal and interest payment date for this Certificate 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 Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate 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 CERTIFICATE is one of a Series of Certificates dated March 15, 2004, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$1,200,000, for the purpose of paying contractual obligations incurred or to be incurred by the City
for public improvements within the City, to -wit: (1) constructing and equipping a new fire station,
(2) renovating, improving and equipping existing fire stations, (3) purchasing fire equipment and
trucks and (4) the payment of professional services in connection therewith including legal, fiscal,
construction management and engineering fees and the costs of issuance in connection with the
Certificates.
ON FEBRUARY 15, 2014, or on any date thereafter, the Certificates of this Series maturing
on and after February 15, 2015 may be redeemed prior to their scheduled maturities, at the option
of the City, with funds derived from any available and lawful source, at par plus accrued interest to
the date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be
redeemed shall be selected and designated by the City and if less than all of a maturity is to be
redeemed, the Paying Agent /Registrar shall determine by lot the Certificates, or a portion thereof,
within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only
in an integral multiple of $5,000).
THE CERTIFICATES maturing on February 15, 2016, February 15, 2018, February 15,
2020, February 15, 2022 and February 15, 2024 are subject to mandatory sinking fund redemption
by lot prior to maturity in the following amounts, on the following dates and at a price of par plus
accrued interest to the redemption date.
Certificates Maturing February 15, 2016
Redemption Date Principal Amount
February 15, 2015 $60,000
February 15, 2016* 60,000*
*Final Maturity
HUNTS V ILLECO2004: Ordinmee
Certificates Maturing February 15, 2018
Redemption Date
February 15, 2017
February 15, 2018*
*Final Maturity
Principal Amount
$65,000
65,000*
Certificates Maturing February 15, 2020
Redemption Date
February 15, 2019
February 15, 2020*
*Final Maturity
Principal Amount
$70,000
70,000*
Certificates Maturing February 15, 2022
Redemption Date
February 15, 2021
February 15, 2022*
*Final Maturity
Principal Amount
$75,000
80,000*
Certificates Maturing February 15, 2024
Redemption Date
February 15, 2023
February 15, 2024*
*Final Maturity
Principal Amount
$80,000
85,000*
THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant
to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option
of the City by the principal amount of any Term Certificate of the stated maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not
exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased
and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and
Sinking Fund at a price not exceeding the principal amount of the Term Certificates plus accrued
interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional
HUNTSVILLECO2004: Ordinance 10
redemption provisions and not theretofore credited against a mandatory sinking fund redemption
requirement.
NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by United States mail, first -class postage prepaid to
the Registered Owner of each Certificate to be redeemed at its address as it appeared on the
Registration Books of the Paying Agent/Registrar at the close of business on the business day next
preceding the date of such notice. Any notice so mailed shall be conclusively presumed to have been duly
given, whether or not the Registered Owner receives such notice, notice having been so given, the
obligations called for redemption shall become due and payable on the specified redemption date, and
notwithstanding that any certificate or portion thereof has not been surrendered for payment, interest on
such Certificate or portion thereof shall cease to accrue. 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 Certificates or portions thereof which are to be so redeemed. If due provision for such
payment is made, all as provided above, the Certificates or portions thereof which are to be so
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being
outstanding except for the right of the Registered Owner to receive the redemption price from the
Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates
shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000,
at the written request of the Registered Owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in the Certificate Ordinance.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered Certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee
or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate
principal amount of fully registered certificates, without interest coupons, payable to the appropriate
Registered Owner, assignee or assignees, as the case may be, having the same denomination or
denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered
Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certifi-
cate may be executed by the Registered Owner to evidence the assignment hereof, but such method
is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may
be used to evidence the assignment of this Certificate or any portion or portions hereof from time to
time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees
HUMVILLECO2004: Ordinance 11
and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof
will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid
with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or
exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall
not be required to make any such transfer, conversion, or exchange within 45 days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the
Registered Owner of the uncalled balance of a Certificate.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at
a securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the Registered Owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this Certificate
is payable from annual ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Certificate, as such interest comes due and such principal matures, have been levied
and ordered to be levied against all taxable property in said City, and have been pledged for such
payment, within the limit prescribed by law, and that this Certificate, together with other obligations
ofthe City, is additionally secured by and payable from the surplus revenues ofthe City's Waterworks
and Sewer System, remaining after payment of all operation and maintenance expenses thereof, and
all debt service, reserve and other requirements in connection with all of the City's revenue bonds or
other obligations (now or hereafter outstanding), which are payable from all or part of the Net
Revenues of the City's Waterworks and Sewer System, which amount shall not exceed $1,000, all
as provided in the Certificate Ordinance.
IT IS FURTHER CERTIFIED that the City has designated the Certificates as "qualified
tax- exempt obligations" within the meaning of Section 265(b) ofthe Internal Revenue Code of 1986.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the 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
of this Certificate and the Ordinance constitute a contract between each Registered Owner hereof and
the City.
HUNPSVILLECO2004: Ordinance 12
IN WITNESS WHEREOF, the City has caused this Certificate 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 Certificate.
City Secretary
(SEAL)
Mayor
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate 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 Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conver-
sion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or
certificates of a Series which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
WELLS FARGO BANK, N.A.
Paying Agent/Registrar
LOW
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
HLINMVILLECO2004: Ordinance 13
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: This signature must be NOTICE: This signature must correspond
guaranteed by a member of the New York with the name of the Registered Owner
Stock Exchange or a commercial bank or appearing on the face of the Certificate.
trust company.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
The initial Certificate shall be in the form set forth in this Section, except that:
A. immediately under the name of the Certificate, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
HUNfSVILLECO2004: Ordinance 14
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Huntsville, Texas (the
"City "), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the 'Registered Owner "), on February 15 in each of
the years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Amount
Rates
(Information from Sections 2 and 3 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of
a 360 -day year of twelve 30 -day months) from March 15, 2004 at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2005 and semiannually on each February
15 and August 15 thereafter to the date of payment of the principal installment specified above;
except, that if this Certificate is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such principal amount shall bear interest from the
interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if
any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate
shall bear interest from the date to which such interest has been paid in full."
C. The initial Certificate shall be numbered "T -1."
Section 6. INTEREST AND SINKING FUND. The City hereby confirms establishment
of a special "Interest and Sinking Fund" which is maintained by the City at an official depository bank
of said City. The Interest and Sinking Fund shall be used for paying the interest on and principal of
said Certificates. All ad valorem taxes levied and collected for and on account of said Certificates
shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year
while any of said Certificates are outstanding and unpaid, the governing body of said City shall
compute and ascertain a rate and amount of ad valorem tax which will be sufficient, taking into
account other lawfully available funds on deposit in the Interest and Sinking Fund, to raise and
produce the money required to pay the interest on said Certificates as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such
principal matures (but never less than 2% of the original amount of said Certificates as a sinking fund
each year); and said tax shall be based on the latest approved tax rolls of said City, with full
allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of
ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said
City, for each year while any of said Certificates are outstanding and unpaid, and said tax shall be
assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking
HUNISVILLECO2004: Ordinance 15
Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of
said Certificates, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law. Accrued interest and premium on the Certificates shall
be deposited in the Interest and Sinking Fund upon delivery of the Certificates to the Underwriter as
defined in Section 15 of this Ordinance.
Section 7. REVENUES. The Certificates together with other obligations of the City, are
additionally secured by and shall be payable from and secured by the surplus revenues of the City's
Waterworks and Sewer System remaining after payment of all operation and maintenance expenses
thereof, and all debt service, reserve, and other requirements in connection with all of the City's
revenue bonds or other obligation (now or hereafter outstanding) which are payable from all or any
part ofthe net revenues of the City's Waterworks and Sewer System, with such amount not to exceed
$1,000 constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the credit
of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the
principal and interest on the Certificates. Notwithstanding the requirements of Section 6, if Surplus
Revenues or other lawfully available funds are actually on deposit or budgeted for deposit in the
Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied
for any year, then the amount of taxes which otherwise would have been required to be levied
pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues then
on deposit in the Interest and Sinking Fund or budgeted for deposit therein.
The Mayor and the City Secretary are hereby ordered to do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to pay
such items of principal and interest.
Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate ")
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 Certificate, plus interest thereon to the due date or
dates (whether such due date or dates be by reason ofmaturity, 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 (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 a
commercial bank or trust company 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 for the payment of its services until all Defeased Certificates shall have become due
and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be deemed to
be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no
longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues
herein levied and pledged as provided in this Ordinance, and such principal and interest shall be
payable solely from such money or Defeasance Securities.
HUNnVILLECO2004: Ordinance 16
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Certificate
as aforesaid when proper notice of redemption of such Certificates shall have been given, in
accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or a
commercial bank or trust company 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 a commercial bank or trust company pursuant to this Section which is not required
for the payment of such Certificate and premium, if any, and interest thereon with respect to which
such money has been so deposited, shall be turned over 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 Certificates and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Certificates 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 Certificates shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Certificates 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 a commercial bank or trust
company pursuant to this Section for the payment of Certificates and such Certificates 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 Certificate affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Certificate for redemption in accordance with the
provisions of the Ordinance authorizing its issuance, the City may call such Defeased Certificate 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 Certificate as though
it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate and
the effect of the redemption is taken into account in determining the sufficiency of the provisions
made for the payment of the Defeased Certificate.
As used in this section, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including obligations that
are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Certificates 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
HUNTSVILLECO2004: Ordinance 17
or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality
by a nationally recognized investment rating firm no less than "AAA" or its equivalent. "Federal
Securities" as used herein means direct, noncallable obligations of the United States of America,
including obligations that are unconditionally guaranteed by the United States of America (including
Interest Strips of the Resolution Funding Corporation).
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as
the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered
Owner applying for a replacement certificate 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
Certificate, 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 Certificate, as the case may be. In every
case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Certificate 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 Certificate, the City
may authorize the payment of the same (without surrender thereof except in the case of a damaged
or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity
is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or
destroyed Certificate 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 Certificates duly
issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Subchapter D of
Chapter 1201, Texas Government Code, this Section 9 of this Ordinance shall constitute authority
for the issuance of any such replacement certificate without necessity of further action by the
HUNTSVILLECO2004: Ordinance 18
governing body of the City or any other body or person, and the duty of the replacement of such
certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the
effect, as provided in Section 4(a) of this Ordinance for Certificates issued in conversion and
exchange for other Certificates.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the
Certificates initially issued and delivered hereunder and all necessary records and proceedings per-
taining to the Certificates pending their 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 Certificates said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the
City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on
the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and
shall be solely for the convenience and information of the Registered Owners of the Certificates. In
addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided
by the insurer.
Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE CERTIFICATES. The City covenants to take any action necessary to assure, or refrain from
any action which would adversely affect, the treatment of the Certificates as 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:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates or the projects financed 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 or the projects financed 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
Certificates, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds ofthe Certificates or the
projects financed 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;
HUNTSVILLECO2004: Ordinance 19
(c) 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 Certificates (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;
(d) to refrain from taking any action which would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Certificates, other than investment property acquired with --
(1) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the certificates are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148 -1(b) of the Treasury Regulations, and
(3) 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
Certificates;
(g) to otherwise restrict the use of the proceeds ofthe Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do 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
(h) to pay to the United States of America at least once during each five -year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of section 148(f) ofthe Code and to pay
to the United States of America, not later than 60 days after the Certificates have 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.
In order to facilitate compliance with the above covenant (h), the City shall separately account
for any such Excess Earnings and such Excess Earnings shall be for the sole benefit of the United
States of America, and such moneys shall not be subject to the claim of any other person, including
without limitation, the bondholders.
HUNnVILLECO2004: Ordinance 20
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
certificates, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the
date of issuance of the Certificates. 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
Certificates, 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 Certificates 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 Certificates, the City agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel,
to preserve the exemption from federal income taxation of interest on the Certificates under section
103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City
Manager 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 Certificates.
Section 12. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
THE PROJECT. The City covenants to account for the expenditure of sale proceeds and
investment earnings to be used for the purposes described in Section 1 of this Ordinance (each such
purpose referred to herein and Section 13 hereof as a 'Project ") on its books and records by
allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure
is made, or (2) the Project is completed. The foregoing notwithstanding, the City shall not expend
sale proceeds or investment earnings thereon more than 60 days after the later of (1) the fifth
anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired, unless the
City obtains an opinion of nationally - recognized bond counsel that such expenditure will not
adversely affect the tax - exempt status of the Certificates. 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.
Section 13. DISPOSITION OF PROJECT. The City covenants that the property
constituting the Project 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
Certificates. For purposes ofthe 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.
Section 14. DESIGNATION AS OUALIFIED TAX- EXEMPT CERTIFICATES. The
City hereby designates the Certificates as "qualified tax - exempt obligations" as defined in section
HUNTSVILLECO2004: Ordinance 21
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 Certificates are issued, the City
(including any subordinate entities) has not designated nor will designate Certificates, which when
aggregated with the Certificates, will result in more than $10,000,000 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 Certificates are issued, by the City (or any
subordinate entities) will not exceed $10,000,000; 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 Certificates will not be considered "private activity bonds" within the meaning of section 141 of
the Code.
Section 15. SALE OF CERTIFICATES. The Certificates are hereby sold and shall be
delivered to Coastal Securities (the "Underwriter ") in accordance with the terms and provisions of
a Bond Purchase Agreement in substantially the form presented to the City Council at the meeting
to consider this Ordinance which the Mayor and Mayor Pro -Tem of the City are hereby authorized
to execute and deliver and which the City Secretary of the City is hereby authorized to attest. The
City will initially deliver to the Underwriter the Certificates authorized under this Ordinance. The
Certificates shall initially be registered in the name of Coastal Securities.
Section 16. ESTABLISHMENT OF CONSTRUCTION FUND AND INTEREST
EARNINGS. (a) Construction Fund. A special fund or account on the books of the City, to be
designated the City ofHuntsville Series 2004 Certificates of Obligation Construction Fund (the "2004
Construction Fund ") is hereby created and shall be established and maintained by the City. A portion
of the proceeds from the sale of the Certificates shall be deposited in the 2004 Construction Fund in
accordance with the Closing Instruction Letter prepared by the City's Director of Finance. The
Construction Fund and the Interest and Sinking Fund shall be invested in accordance with the Public
Funds Investment Act, Chapter 2256, Texas Government Code, as amended, and the City's
Investment Policy.
(b) Interest Earnings. Interest earnings derived from the investment of proceeds from the sale
of the Certificates shall be used along with the Certificate proceeds for the purpose for which the
Certificates are issued as set forth in Section 1 hereof or to pay principal or interest payments on the
Certificates; provided that after completion of such purpose, if any of such interest earnings remain
on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further
provided, however, that any interest earnings on bond proceeds which are required to be rebated to
the United States of America pursuant to Section 11 hereof in order to prevent the Certificates from
being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of
this Section.
Section 17. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the
form and content of the Official Statement relating to the Certificates and any addenda, supplement
or amendment thereto, and approves the distribution of such Official Statement in the reoffering of
the Certificates by the Underwriter in final form, with such changes therein or additions thereto as
the officer executing the same may deem advisable, such determination to be conclusively evidenced
HUMVILLECON04: Ordinance 22
by his execution thereof. The distribution and use of the Preliminary Official Statement dated March
15, 2004 prior to the date hereof is confirmed and approved. The City Council hereby finds and
determines that the Preliminary Official Statement and final Official Statement were "deemed final"
(as that term is defined in 17 CFR Section 240.15c -12) as of their respective dates.
Section 18. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT AND
LETTER OF REPRESENTATIONS. Attached hereto as Exhibit "A" is a substantially final form
of the Paying Agent/Registrar Agreement. The Mayor is hereby authorized to amend, complete or
modify such agreement as necessary and is further authorized to execute such agreement and the City
Secretary is hereby authorized to attest such agreement. The City Council previously executed and
delivered to DTC a "Blanket Letter of Representations" with respect to utilizing DTC's book -entry-
only system.
Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The
City shall provide annually to each NRMSIR and any SID, within six months after the end of each
fiscal year, financial information and operating data with respect to the City of the general type
included in the final Official Statement authorized by Section 17 of this Ordinance, being the
information described in Exhibit "B" hereto. Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to each
NRMSIR and any SID, when and if the audit report on such statements become available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such
event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non - payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
HUNfSVILLECO2004: Ordinance 23
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax - exempt status of the
Certificates;
G. Modifications to rights of holders of the Certificates;
H. Certificate calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the
Certificates; and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with Section
19(a) of this Ordinance by the time required by such Section.
(c) Limitations, Disclaimers. and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with Section 8 that
causes the Certificates no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or hereby undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Certificates at any future date.
UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
HUNCSVILLECO2004: Ordinance 24
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties
of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision ofthis Ordinance that authorizes such an amendment) of the outstanding Certificates
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Certificates. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided in
accordance with Section 19(a) an explanation, in narrative form, of the reason for the amendment and
of the impact of any change in the type of financial information or operating data so provided. The
City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the
primary offering of the Certificates.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning ofthe Rule from
time to time.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
HLNTSVILLECO2004: Ordinance 25
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
Section 20. METHOD OF AMENDMENT. 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 any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure
any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add
events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (v) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (iv) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the City's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Certificates that are the
subject of a proposed amendment 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 100% of the holders in aggregate principal amount of the then outstanding Certificates,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates,
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Certificates or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Certificates necessary for 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 each registered owner of the affected Certificates a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
HUNTSVILLECO2004: Ordinance 26
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the office of the City for inspection by all holders of such Certificates.
(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 holders of at least 51% in aggregate
principal amount of all of the Certificates then outstanding that are required for the amendment,
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 all holders
of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the same
Certificate during such period. Such consent may be revoked at any time after six months from the
date of the publication of said notice by the holder who gave such consent, or by a successor in title,
by filing notice with the City, but such revocation shall not be effective if the holders of 51% in
aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted
revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Certificates, the City shall rely solely upon
the registration of the ownership of such Certificates on the registration books kept by the Paying
Agent/Registrar.
Section 21. 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 Certificates, (ii) declares bankruptcy, or (iii) defaults in the observance or performance
of any other of the covenant, agreement or obligation of the City, the failure to perform which
materially adversely affects the rights of the owners, 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 owners 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
HUNTSVILLECO2004: Ordinance 27
or thing that may be unlawful or in violation of any right of the owners hereunder or any combination
of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all owners of the Certificates then outstanding.
(c) The bond insurer, if any, shall be deemed to be the sole holder of the Certificates for the
purpose of exercising any voting right or privilege or giving any consent or direction or taking any
other action that the owners of the Certificates are entitled to take.
(d) 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 Certificates 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 Certificates 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 22. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on the Certificates or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Certificates.
Section 23. FURTHER ACTIONS. The 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 Certificates, the initial
sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Bond Purchase
Agreement and the Official Statement. In addition, prior to the initial delivery of the Certificates, the
Mayor, the City Manager, the Director or Finance, the City Attorney 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 and as described in the Official Statement or (ii) obtain bond insurance or the
approval of the Certificates by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Certificate shall cease to
be such officer before the delivery of such Certificate, 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 24. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this 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
HUNTSVILLECO2004: Ordinance 28
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 Certificates and
the validity of the lien on and pledge to secure the payment of the Certificates.
Section 25. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 26. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the City
and the registered owners of the Certificates, 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 owners of the Certificates.
Section 27. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 28. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 29. 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 30. FUNDS AND ACCOUNTS. Notwithstanding anything in this Ordinance to
the contrary any funds or accounts created by this Ordinance may be subaccounts of the City's Funds
held by the City's depository, and, as such, not held in separate bank accounts, such treatment shall
not constitute commingling of the 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 31. REIMBURSEMENT FOR CERTAIN COSTS. The City Council expects
to pay expenditures in an amount not exceeding $200,000 in connection with the projects authorized
by this Ordinance prior to the issuance of the Certificates. All costs to be reimbursed will be capital
expenditures. No tax - exempt obligations will be issued by the City in furtherance of this
reimbursement after a date which is later than 18 months after the later of (1) the date the
expenditures are paid or (2) the date on which the property, with respect to which such expenditures
were made, is placed in service. The foregoing notwithstanding, no tax - exempt obligation will be
HUNCSVILLECO2004: Ordinance 29
issued pursuant to this Ordinance more than three years after the date any expenditures which is to
be reimbursed is paid.
Section 32. EFFECTIVE DATE. This Ordinance shall become effective upon the final
passage of this Ordinance.
Section 33. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City under
Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If
Texas law is amended at any time while the Certificates are outstanding and unpaid such that the
pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 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 owners of the Certificates 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.
HUMVILLECO2004: Ordinance 30
IN ACCORDANCE WITH SECTION 1201.028, TEXAS GOVERNMENT CODE
passed and approved on First and Final Reading this the 23rd day of March, 2004.
Karl Davidson, Mayor
City of Huntsville, Texas
ATTEST:
- )&Aam&4�-
Danna Welter, City Secretary
APPROVED AS TO FORM:
HUNPSVILLECO2004: Ordinance OrdinanceSigPage
EXHIBIT "A"
PAYING AGENT/REGISTRAR AGREEMENT
xaiv VILLFCO2O a: ors A -1
EXHIBIT "B"
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
1. The City's audited financial statements for the most recently concluded fiscal year or
to the extent these audited financial statements are not available, the portions ofthe unaudited
financial statements of the City appended to the Official Statement as Appendix B, but for the
most recently concluded fiscal year.
2. Tables 1 through 6 and 8 through 15.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
HUNTSVILLECO2004: Ordinance B-1
CERTIFICATE FOR ORDINANCE NO. 2004- 0 4
THE STATE OF TEXAS §
COUNTY OF WALKER §
CITY OF HUNTSVILLE §
We, the undersigned officers and members of the City of Huntsville, Texas (the "City "),
hereby certify as follows:
1. The City Council of the City convened in a REGULAR MEETING ON THE 23RD
DAY OF MARCH, 2404, 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:
Karl Davidson - Mayor
Vance Howard - Mayor Pro -Tem, Position 3 at Large
Jim Willet - Ward 1
Mac Woodward - Ward 2
Gary Crawford - Ward 3
Bob Tavenner - Ward 4
Steed Smith - Position 1 at Large
Judy Kayse - Position 2 at Large
Jack Choate - Position 4 at Large
Danna Welter - City Secretary
and all of the persons were present, except the following absentees: NIA , thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF $1,200,000 CITY OF
HUNTSVILLE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2004; LEVYING AN AD VALOREM TAX AND PLEDGING
CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A BOND PURCHASE AGREEMENT; AND
ORDAINING OTHER MATTERS RELATING TO THE ISSUANCE OF THE
CERTIFICATES
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Resolution be passed; and, after due discussion, said motion carrying with it the passage of
the Resolution, prevailed and carried by the following vote:
AYES: �9
NOES: ! 0
HUNTS V ILLE/CO2004: ORDERCERT
2. A true, full and correct copy of the Resolution passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; that the Resolution 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 Resolution; that the persons named in the above and foregoing paragraph are
the duly chosen, qualified and acting officers and members of the City Council as indicated therein;
that each of the officers 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 Resolution
would be introduced and considered for passage at the Meeting, and each of the officers and members
consented, in advance, to the holding ofthe 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.
3. The Mayor of the City has approved and hereby approves the Resolution; that the
Mayor and the City Secretary of the City have duly signed the Resolution; and that the Mayor and
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of the Resolution for all purposes.
HUNTSVILLE/CO2004: ORDERCERT
SIGNED AND SEALED the
&W-
Cify Secretary Mayor
HUNTSVILLE/CO2004: ORDERCERT