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HomeMy WebLinkAbout1995-2141 - Ordinance - 08/24/1995ORDINANCE NO. 2141 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION BONDS, SERIES 1995, AND APPROVING AND AUTHORIZING INSTRUMENTS, DOCUMENTS, AND PROCEDURES RELATED THERETO, INCLUDING IMMEDIATE EFFECTIVENESS WHEREAS. at an election duly called and held for and within the City of College Station, Texas (the "Issuer" or the "City") on March 25, 1995, the duly qualified resident electors of the Issuer authorized the City Council of the Issuer (the "Council") to issue bonds of the maximum amount of $22,500,000 (the "!995 Authorization"), and the Council now deems it to be in the best interest of the Issuer to issue $4,700.000 of the 1995 Authorization, leaving $17,800,000 of the 1995 Authorization to be issued in the future; WHEREAS, the Council now deems it to be in the best interest of the Issuer to issue $1,140,000 from Proposition No. I of the 1995 Authorization, leaving $8,925,000 in bonds from Proposition No. ! to be issued by the Council in the future; to issue $400,000 from Proposition 2 of the 1995 Authorization, leaving $1,200,000 in bonds from Proposition 2 to be issued by the Council in the future; to issue $420,000 from Proposition 3 of the 1995 Authorization, leaving $1,480,000 in bonds from Proposition 3 to be issued by the Council in the future; to issue $395,000 fi'om Proposition 4 of the 1995 Authorization, leaving $1,410,000 in bonds from Proposition 4 to be issued by the Council in the future; to issue $700,000 from Proposition 5 of the 1995 Authorization, leaving $1,935,000 in bonds from Proposition 5 to be issued by the Council in the future; to issue $935,000 from Proposition 6 of the 1995 Authorization, leaving $430,000 in bonds from Proposition 6 to be issued by the Council in the future; to issue $280,000 from Proposition 7 of the 1995 Authorization, leaving $1,350,000 in bonds from Proposition 7 to be issued by the Council in the future; and to issue $430,000 from Proposition No. 8, leaving $1,070,000 in bonds from Proposition No. 8 to be issued by the Council in the future; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to Article 701 et. seq., Vernon's Texas Civil Statutes, as amended, and the Charter of the Issuer; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, THAT: Section I. Amount and Purpose of the Bonds. The bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal amount of $4,700,000, for purposes as follows: $1,140,000 for reconstructing, improving, and extending streets, including construction and improvement of sidewalks, traffic signals, and necessary drainage therefor, together with acquisition of any necessary right-of-way therefor; $400,000 for improving and extending sid~vaiks and bike paths, and landscaping major thoroughfares including improvements in the Northgate area; $420,000 for traffic management improvements, including but not limited to, installation of traffic signals, creation of continuous right turn lanes and intersection approaches, and construction of center lane medians; $395,000 for drainage improvement projects, including but not limited to the City's participation in projects and storm drain and channel improvements; $700,000 for construction of a new municipal libra~, including acquisition of necessary land, books, technology, and equipment therefor;, $935,000 for construction of a new central fire station and padcing and storage facilities, including acquisition of necessary land for such purposes; $280,000 for patios and recreation facilities, including the acquisition of any necessary land .therefor, and $430,000 for acquisition of land and initial development of a major athletic park. Section 2. DesiRnation~ Date~ Denominations~ Interest Rates, Numbers~ and Maturities of Bonds. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION BOND, SERIES 1995", and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated August 15, 1995, in the respective denominations and principal amounts hereinafter stated, payable to the respective initial registered owner thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner", "Owner", or "owner"). The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and ali substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. The Bonds shall be numbered i-1 and R-I upward, shall be in the denomination of $5,000 each or any integral multiple thereof, shall bear interest at the following per annum interest rates and 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 schedule: INTEREST YEARS AMOUNTS RATES YEARS 1997 $100,000 7.00% 2006 1998 100,000 7.00 2007 1999 250,000 7.00 2008 2000 250,000 7.00 2009 2001 250,000 7.00 2010 2002 250,000 7.00 2011 2003 250,000 7.00 2012 2004 300,000 6.00 2013 2005 300,000 5.10 AMOUNTS $300 000 300 000 300 000 350000 350.000 350.000 350.000 350,000 INTEREST RATES 5.25% 5.25 5.25 5.25 5.25 5.25 5.25 5.25 Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 3. Characteristics of the Bonds. (a) Registration, Transfer~ and ExchanRe~ Authentication. The Issuer shall keep or cause to be kept at the designated corporate trust office of Texas Commerce Bank National Association, Houston, Texas (the initial "Paying Agent/Registrar") books or records for the registration of the transfer and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds 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. To the extent possible and under reasonable circumstances, all transfers of Bonds shall be made within three business days after request and presentation thereof. The Issuer 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 Regisuation Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, exchange and delivery of a substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in this Ordinance. Regi-~tration of assi?ments, transfers, and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORb4. OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in subsection (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentica= tion Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for 2 transfer and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section 6 thereof, the duty of transfer and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said certificate, the transferred and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds 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 Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds. The Mayor and City Secretary are hereby authorized to execute an agreement with the Paying Agent/Registrar substantially in the form presented at this meeting. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed, and authenticated, (vii) shall have the principal of and interest on the Bonds be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially issued and delivered pursuant to this Ordinance numbered I-1 (the "Initial Bond") shall be delivered to the initial purchaser and is not required to be, and shall not be, authenti- cated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for the Initial Bond or any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute Pa¥inR Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at ali times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the fight to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to 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 otl}.etwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qunlifiod 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 Bonds, to the 'new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly .will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/ Registrar. By accepting the position and performing as such, each Paying Agent~.egisuar shall be deemed to have agreed to the provi- sions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section 4. Form of Bonds. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Statement of Insurance, nnd the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Initial Bond, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. FORM OF BOND FORM OF DEFINITIVE BOND NO. R- United States of America PRINCIPAL State of Texas AMOUNT CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION BOND, SERIES 1995 INTEREST RATE MATURITY DATE ISSUE DATE CUSIP NO. August 15, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE, specified above, THE CITY OF COLLEGE STATION, TEXAS (the "City" or the "Issuer"), a home rule city and municipal corporation located in Brazes County, Texas, hereby promises to pay to the Registered Owner, specified above, or registered assigns (hereinafter called the "registered owner") the Principal Amount, specified above, and to pay interest thereon from the Issue Date, specified above, on February 15, 1996, and semiannually on each August 15 and February 15 thereafter to the Maturity Date, or the date of redemption prior to maturity, at the Interest Rate per annum, specified above, computed on the basis of a 360-day year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest fi.om the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date f'L~ed for its redemption prior to maturity, at the principal payment office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Dallas, Texas, or its successor, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on e'ach interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely fro.m, funds of the Issuer required by the ordinance authorizing the issuance of this Bond adopted on August 24, 1995 (the "Ordinance*') to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date") on the books of registration 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. THIS BOND is one of a series of Bonds authorized in accordance with the laws of the State of Texas in the original principal amount of $4,700,000, for the purpose of providing $1,140,000 for street improvements; $400,000 for thoroughfares, sidewalks, and bike path improvements; $420,000 for traffic management improvements; $395,000 for the drainage of surface and flood waters; $700,000 for construction of a new municipal library; $935,000 for construction of a new central fire station; $280,000 for construction of park facilities and park improvements; and $430,000 for acquisition of land for public services. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. CITY OF COLLEGE STATION (facsimile signature) City Secretary (facsimile signature) Mayor *THE BONDS are issued pursuant to the Ordinance whereunder the Issuer covenants to levy a continuing direct annual ad valorem tax on taxable property within the Issuer, not to exceed $2.50 per assessed $100 valuation, as provided in Article XI, Section 5 of the Texas Constitution, for each year while any part of the Bonds are considered outstanding under the provisions of the Ordinance, in sufficient amount to pay interest on each Bond as it becomes due, to provide a sinking fund for the payment of the principal of the Bonds when due, and to pay the expenses of assessing and collecting such tax, all as more specifically provided in the Ordinance. Reference is hereby made to the Ordinance for provisions with respect to the custody and application of the Issuer's funds, remedies in the event of a default hereunder or thereunder, and the other rights of the registered owner. *THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the designated COl~rate office of the Paying Agent/Registrar. If this Bond is being transferred, it shall be duly endorsed for lransfer or accompanied by an assi~t, nraent duly executed by the registered owner, or his authorized representative, subject to the terms and conditions of the Ordinance. *ANY ACCRUED INTEREST DUE at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption nnd payment at the designated corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, fi'om 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 Bonds, when due. *IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, 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, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. *THE CITY RESERVES THE RIGHT to redeem the Bonds prior to their scheduled maturities, in whole or in part, in integral multiples of $5,000, on February 15, 2005, or on any date thereafter, at a redemption price of par plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the particular Bonds to be redeemed shall be selected by the City in integral multiples of $5,000 within any one maturity. At least 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be published once in a financial journal or publication published in the City of New York, New York, or in the City of Austin, Texas. Such notice shall also be given by the Issuer to the Paying Agent/Registrar, and the Paying Agent/Registrar shall send a copy of such notice at least 45 days prior to the date fixed for redemption by United States mail, first class, postage prepaid, addressed to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the Registration Books and to major securities depositories, national bond rating agencies, and bond information services; provided, however, that the failure to send, mail, or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. *ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, ail in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper inslxuments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other insmunents of.assignment satisfactory to the Paying AgentfRegisWar may be used to evidence the assignment of this Bond or any portion or portions hereof fi'om time to time by the registered owner. The person requesting such transfer and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Bond or portion thereof. In any circumstance, any taxes or govermnental charges required to be paid with respect thereto shall be paid by the person requesting such assi_~rnment, transfer, or exchange, ns a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferee, d Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying Agent/Registrar shnll not be required to make any such uansfer or exchange (i) during the period of 15 days next preceding an interest payment date or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. *IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds. *BY BECOMING the registered owner of this Bond, 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 official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer. *IT IS HEREBY CERTIFIED, RECITED, AND COVENANTED THAT this Bond has been duly and validly authorized, issued, and delivered; all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed by law. FORM OF INITIAL BOND The Initial Bond shall be in the form set forth above for the Definitive Bonds, except the following shall replace the heading and the first four paragraphs: NO. 1-1 $4,700,000 United States of America State of Tcxas CITY OF COLLEGE STATION, TEXAS GENERAL OBLIGATION BOND, SERIES 1995 Issue Date: AUGUST 15, 1995 Registered Owner: MERRILL LYNCH, PIERCE, FENNER & SMITH INC. Principal Amount: FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS ($4,700,000) THE CITY OF COLLEGE STATION, TEXAS (the "City" or the "Issuer"), for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal installments payable on February 15 in each of the years, and bearing interest at per annum rates in accordance with the following schedule: YEARS OF PRINCIPAL INTEREST STATED MATURITIES INSTALLMENTS RATES $ % (Information to be inserte.d from schedule in Section 2 hereof.) INTEREST on the unpaid Principal Amount hereof from the Issue Date, specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 1996. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The final payment of principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at final maturity, at the principal payment office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of principal installments and interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the Record Date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The record date ("Record Date") for payments hereon means the last business day of the month preceding a scheduled payment. The City covenants with the Registered Owner that no later than each principal installment payment date and interest payment date for this Bond it will make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately available funds, of ali principal of and interest on the Bonds, when due, in the manner set forth in the ordinance authorizing the issuance of the Bonds adopted by the City Council of the City on August 24, 1995 (the "Ordinance"). FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE ['Not included on Initial Bond] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of th~s Bond and that this Bond has been issued in exchange for a bond, bonds, or a portion of a bond or bonds of a series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated TEXAS COMMERCE BANK NATIONAL ASSOCIATION Paying Agent/Registrar By. Authorized Signatory *FORM OF STATEMENT OF INSURANCE STATEMENT OF INSURANCE Capital Guaranty Insurance Company ("Capital Guaranty"), a Maryland corporation, has issued its Municipal Bond Guaranty Insuran~ Policy Number 95..0313-13TX1-10 (the "Insurance Policy") securing the payment of Insured Amounts of this Obligation, as such terms are def'med in said Insurance Policy. Reference is made to the Insurnnce Policy for the complete provisions thereof. All payments required to be made under the Insurance Policy shall be made in accordance with the provisions thereof. *FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to / / (Ass,gnee's Social Sccurity or Tax Payer ldcntificauon number) Print or type Assignee's name and address, including zip code) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this Bond on the Paying AgentYRegistrar's Registration Books with full power of substitution in the premises. Dated Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. The following abbreviations, when used in the assignment above or on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenant with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian under Uniform GiPts to Minor (Cust) (Minor) Act (State) Additional abbreviations may also be used though not in the list above. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS [To be printed on or attached to the Initial Bond] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has bern examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registere~l by the Comptroller of Public Accounts of the State of Texas. Wimess my signature and seal this (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas NOTE TO PRINTER: *'Is to be printed on reverse side of Definitive Bonds. [END OF FORMS] Section & Tax Levy. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of said Bonds as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance 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 the Issuer for each year while any of the Bonds or interest thereon 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 Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 6. Disposition of Bond Proceeds. The proceeds of the Bonds shall be placed into the Interest and Sinking Fund and the Construction Fund of the Issuer as follows: (a) Interest and Sinking Fund. An amount equal to the accrued interest on the Bonds from the date of the Bonds to the date of delivery to the Initial Purchaser, plus any premium paid by the Initial Purchaser, shall be deposited in the Interest and Sinking Fund. (b) Construction Fund. The proceeds of the Bonds remaining after the above described deposit into the Interest and Sinking Fund shall be placed in the Construction Fund (hereby created with a depository bank of the Issuer) to be used by the Issuer for the purposes for which the Bonds are issued, and, to the extent not otherwise provided for, to pay expenses arising in connection with the issuance of the Bonds. Section 7. Remedies of Owners. In addition to all rights and remedies of any owner of the Bonds provided by the laws of the State of Texas, the Issuer and the Council covenant and agree that in the event the Issuer defaults in the payment of the principal of or interest on any of the Bonds when due, fails to make the payments required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the owner of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Council and other officers of the Issuer to observe and perform any covenant, obligation, or condition prescribed in this Ordinance. No delay or omission by any owner to exercise any right or power accruing to such owner upon default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient. The specific remedies mentioned in this Ordinance shall be available to any owner of any of the Bonds and shall be cumulative of all other existing remedies. Section 8. Defeasance of Bonds. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 8, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption) or (ii) shall have been provided for on or before such due date l0 by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (A) lawful money of the United States of America sufficient to make such payment or (B) Government Obligations (hereinafter defined) which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvesmaent, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any money so deposited with the Paying Agent/Registrar may at thc written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations," as used in this Section, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book-entry form. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. Section 9. Dnmaged~ Mutilated~ Lost~ Stolen~ or Destroyed Bonds. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. Co) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theR, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Regislrar such security or indenmity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or desUuction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall IIIsve matured, and no default has occurred which is then continuing in thc paymont of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of Il the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section 9 of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/ Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in exchange for other Bonds. Section 10. Custody~ Approval~ and Registration of Bondsl Bond Counsel's Opinion~ and CUSIP Numbers. The Mayor of the Issuer is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon regiswation of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said Compuoiler) shall manually sign the Comptroller's Registration Certificate attached to the Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the Akin, Gurnp, Strauss, Hauer & Feld, L.L.P., Bond Counsel, and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds 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 Bonds. that: Section I1. Covenants of the Issuer. (a) General Covenants. The Issuer covenants and represents (i) The Issuer is a duly incorporated Home Rule City, having more than 5000 inhabitants, operating and existing under the laws of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the Issuer in accordance with their terms; and (ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over other Bonds. Co) Specific Covenants. The Issuer covenants and represents that, while the Bonds are outstanding and unpaid, it will.' (i) Levy an nd valorem tax that will be sufficient to provide funds to pay the current interest on the Bonds and to provide the necessary sinking fund, all as described in this Ordinance; and (ii) Keep proper books of record and account in which full, role, and correct entries will be made of all dealings, activities, and transactions relating to the Funds created pursuant to this Ordinance, and all books, dbcuments, and vouchers relating thereto shall at all reasonable times be rnnde available for inspection upon request from any owner. (c) Covenants Regarding Tax Matters. The City covenants to take any action to maintain, or refrain fi.om any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the Interest on which is not includable inn "gross income" for federal income tax purposes. In furtherance thereof, the City specifically covenants as follows: 12 (i) To refrain from taking any action which would result in the Bonds being treated as "private activity bonds" within the meaning of section 141(o) of the Code; (ii) To take any action to assure that no more than 10% of the proceeds of the Bonds or the projects financed therewith are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10% of the proceeds or the projects financed therewith are so used, that amounts, whether or not received by the City with respect to such private business use, do not under the terms of this Resolution or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10% of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (iii) To take any action to assure that in the event that the "private business use" described in paragraph (ii) hereof exceeds :5% of the proceeds of the Bonds or the projects financed therewith, then the amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(bX3) of the Code, to the governmental use; (iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of the proceeds of the Bonds 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; (v) To refrain bom taking any action which would result in the Bonds being "federally guaranteed" within the meaning of section 149(0) of the Code; (vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, to refrain ~om using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as de fined in section 148(bX2) of the Code) which produces a materially higher yield over the term of the Bonds. (vii) To otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds 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); (viii) Except to the extent otherwise provided in section 148(0 of the Code and the regulations and rulings thereunder, to pay to the United States of America at least once during each five year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90% of the "Excess Earnings," within the meaning of section 148(0 of the Code, and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100°,4 of the amount then required to be paid as a result of Excess Earnings under section 148(0 of the Code; and (ix) To maintain such records as will enable the City to fulfill its responsibilities under this subsection and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Bonds. For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred proceeds and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds. The covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such 13 modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion fi.om gross income of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereat~er promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exclusion from gross income of interest on the Bonds under section 103 of the Code. Proper officers of the City charged with the responsibility of issuing the Bonds are hereby authorized and directed to execute any documents, certificates, or repons required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion from gross income of interest on the Bonds under Section 103 of the Code the covenants contained in this subsection shall survive the later of the defeasance or discharge of the Bonds. Section 12. Sale of Bonds. The Bonds are hereby sold and shall be delivered to Merrill Lynch & Co. (the "Initial Purchaser") at a price of par, plus interest thereon to date of delivery, pursuant to the terms and provisions of the Official Notice of Sale and other sale documents. It is hereby off~cially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of Merrill Lynch, Pierce, Fenner & Smith Inc. The officers of the Issuer are hereby authorized and directed to execute and deliver such certificates, insu'uctions, or other instruments as are required or necessary to accomplish the purposes of this Ordinance. Section 13. Approval of Official Statement. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds, and any addenda, supplement, or amendment thereto and approves the disuibution of such Official Statement in the reoffering of the Bonds by the Initial Purchasers in t'mal form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. It is further officially found determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects to the best knowledge and belief of the Council. The form and content of and the distribution and use of the Preliminnry Official Statement dated August 10, 1995, prior to the date hereof is hereby ratified and con£u~ned. The Council finds and determines that the Preliminary Official Statement is "deemed t-mai" ns that term is der'reed in 17 C.F.R. Section 240.15c2-12. Section 14. Ordinance a Contractr, Amendments. This Ordinance shall constitute a contract with the owners, fi.om time to time, of the Bonds, binding on the Issuer and its successors and assigns, and shall not be amended or repealed by the Issuer as long as any Bond remains outstanding except as permitted in this Section. The Issuer may, without the consent of or notice to any owners, amend, change, or modify this Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the issuance of any additional bonds, (iii) for the purpose of curing nny ambiguity, inconsistency, or formal defect or omission herein, or (iv) in connection with any other change which is not to the prejudice of the owners. The Issuer may, with the written consent of the owners of a majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of any Bonds amend, chnnge, modify, or rescind any provisions of this Ordinnnce;-provided, however, without the consent of ali of the owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on additional bonds on a parity with the lien of the Bonds, (ii) give any preference of any Bond over any other Bond, (iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any such amendment, change, modification, or rescission. Whenever the Issuer shall desire to mnke any amendment or addition to or rescission of this Ordinance requiring consent of the owners, the Issuer shall cause notice of the 14 amendment, addition, or rescission to be given as described above for a notice of redemption and give wrinen notice to any insurer and Standard & Poor's Corporation. Whenever at any time within one year after the date of the giving of such notice, the Issuer shall receive an instrument or instruments in writing executed by any insurer and the owners of a majority in aggregate principal amount of the Bonds then outstanding affected by any such amendment, addition, or rescission requiring consent, which instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such amendment, addition, or rescission in substantially such form, except as herein provided. No owner or insurer may thereafter object to the adoption of such amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission shall be fully effective for all purposes. Section IS. Continuing Disclosure Undertaking. (a) Annual Reports. The Issuer shall provide annually to each nationally recognized municipal securities information repository CNRMSIR") and any state information depository ("SID"), within six months after the end of each fiscal year ending in or after 1996, financial information and operating data with respect to the Issuer of the general type included in the Official Statement authorized by Section 13 of this Ordinance, being the information described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit A hereto and (2) audited, if the Issuer 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, the Issuer shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID when and if the audit report on such statements becomes available. If the Issuer 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 Issuer otherwise would be required to provide f'mancial 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 Municipal Securities Rulemaking Board ("MSRB") that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting f'mancial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of holders of the Bonds; (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale of property 'securing repayment of the Bonds; and (xi) ratings. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with this Section by the time required by this Section. (c) Limitations, Disclaimers, and Amendments. The Issuer shah be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with subsection (b) above, that causes the Bonds no longer to be Outstanding and any call of Bonds made in connection therewith. 15 The provisions of this Section are for the sole benefit of the beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable fight, remedy, or claim hereunder to any other person. The Issuer 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 Issuer's financial results, condition, or prospects or hereby undertake to update a ny information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer d 'es not make any representation or warranty concerning such information or its usefulness to a decision to 2. est tn or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR M,~/~D,4MU$ OR SPECIFIC PERFORMANCE. No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provisions of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. The provisions of this Section may be amended, supplemented, or repealed by the Issuer from time to time under the following circumstances, but not otherwise: (!) 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 Issuer, if the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or sell Bonds in the present offering in compliance with the Rule and either the Holders of a majority in aggregate principal amount of the Outstanding Bonds consent to such amendment, supplement, or repeal, or any State agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of the beneficial owners of the Bonds, (2) upon repeal of the applicable provisions of the Rule, or any judgment by a court of lrmal jurisdiction that such provisions are invalid, or (3) in any other circumstance or manner permitted by the Rule. Section 16. Funds Appropriated. The Council hereby appropriates from lawfully available money sufficient sums to pay interest to accrue on the Bonds on the first interest payment date specified in this Ordinance. Section 17. Miscellaneous. (a) Incorporation of Preamble. The. preamble to this Ordinance is incorporated by reference in this Ordinance. Co) Titles Not Restrictive. The titles assigned to the various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject matter of any section or of any part of this Ordinance. (c) Inconsistent Provisions. All ordinances, orders, and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. 16 (d) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this Ordinance or the application thereof to any person or circumstances shall be held to be invalid, the remainder of this Ordinance shall nevertheless be valid and the Council hereby declares that this Ordinance would have been enacted without such invalid word, phrase, clause, paragraph, sentence, pan, portion, or provisions. (e) Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas. (0 Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS this 24th day of August, 1995, at which meeting a quorum was present. May~, di~ ~-C~q~e Stat~'~, Texas . EST: ~ . ~t~~oll~g~q~S~~ion, City ~e~retar;~,, City ' Texas 17 Exhibit A DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 15 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to The Issuer 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 "Audit Report" for the most recently concluded fiscal year. 2. The information included in the Official Statement under the following captions, but for the most recently concluded fiscal year: "Financial Statement", "Computation of Self-Supporting Debt", "Tax Collection Record", "Tax Rate Distribution", "Tax Adequacy", "City Sales Tax", "Estimated Direct and Overlapping Debt Statement", "Ten Major Taxpayers", "History of General Fund Revenues and Expenditures", Utility Department," "Utility System Operating Statements", "Customer Count", "Principal Utility Customers", and "Water, Wastewater and Electric Rates". 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 I above, as such principles may be changed from time to time to comply with state law or regulation. A-I