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HomeMy WebLinkAboutO-1994-1971 . . ORDINANCE NO. ~4-1 ~71 ORDINANCE AUTHORIZING TIlE ISSUANCE OF CITY OF LA PORTE. TEXAS. GENERAL OBLIGATION REFUNDING BONDS, SERIES 1994, AND ALL OTHER MATTERS RELATED THERETO WHEREAS, there are presently outstanding the following obligations of the City of La Porte (the "Issuer" or the "City"), which are secured by a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and interest on such obligations as they become due (collectively the "Refunded Obligations") which the Issuer now desires ro refund: REFUNDED DESCRIPION AMOUNT College View Municipal Utility District Waterworks and Sewer System Combination Tax and Revenue Bonds, Series 1968, dated , 1968 (Assumed Bonds) 5 120,000 MATURlTES CALL 1997-1998 9-1-94 College View Municipal Utility District Waterworks and Sewer System Combination Tax and Revenue Bonds, Series 1970. dated , 1970 (Assumed Bonds) 5 15,000 1995 5-1-94 City of La Porte, Texas. General Obligation Bonds, Series 1986. dated , 1986 52,175,000 1998-2005 2-15-96 City of La Porte, Texas, General Obligation Bonds, Series 1989, dated , 1989 S 1 ,850.000 2003-2010 2-15-00 City of La Porte, Texas. General Obligation Bonds, Series 1990, dated September 15. 1990 $ 600.000 2004-2011 3-15-01 City of La Porte, Texas, General Obligation Refunding Bonds, Series 1991. dated April 15, 1991 51,900,000 2001-2005 2-15-99 WHEREAS, Article 717k. Vernon's Texas Civil Statutes, as amended (the "Act"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources. directly with a place of payment (paying agent) for any of the Refunded Obligations. and such deposit. if made before such payment dates, shall constitute the making of firm banking and financial arrange- ments for the discharge and final payment of the Refunded Obligations: WHEREAS, the City Council of the Issuer (the "Council") deems it advisable to refund the Refunded Obligations in order to lower the annual debt service requirements of the Issuer and to restructure the Issuer's debt service in a manner which will permit the issuance of additional general obligation bonds without a tax rate increase or with a smaller increase than would otherwise be required: WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized: ....-- WHEREAS, it is now deemed necessary and advisable that said bonds be issued at this time. in ..the amOUDlS, and for the purpose as herein shown; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the Act and the Charter of the Issuer. -- e BE IT ORDAINED BY THE CITY COUNCil. OF THE CITY OF LA PORTE, TEXAS, THAT: SECTION 1. AMOUNT AND PURPOSE OF THE BONDS. The bonds of City of La Pone (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of S7.505.000, FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND THE ISSUER'S REFUNDED OBLIGATIONS (as described in the preamble hereto). SECTION 2. DESIGNATION. DATE. DENOMINATIONS. NUMBERS. AND MATIJRITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 1994", and initially there shall be issued. sold, and delivered hereunder fully registered bonds. without interest coupons, dated April 1. 1994, in the respective denominations and principal amounts hereinafter stated, payable to the respective initial registered owners thereof (as designated in Section 11 hereof), or to the registered assignee or assignees of said bonds or any ponion or ponions thereof (in each case, the "Registered Owner", "Owner", or "owner"). The tenn "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the tenn "Bond" shall mean any of the Bonds. The Bonds shall be numbered R-l upward, shall be in the denomination of $5.000 each or any integral multiple thereof. and shall mature and be payable serially on Febr:uary 15 in each of the years and in the principal amounts, respectively as set forth in the following schedule: YEARS AMOUNTS YEARS AMOUNTS 1995 $ 195,000 2001 $ 1,055,000 1996 280,000 2002 965.000 1997 270,000 2003 1.100.000 1998 505.000 2004 1,075.000 1999 460,000 2005 915,000 2000 685,000 SECTION 3. INTEREST. The Bonds scheduled to mature during the years. respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: YEAR OF INTEREST YEAR OF INTEREST MATURITY RATE MATURITY RATE 1995 % 2001 % 1996 % 2002 % 1997 % 2003 % 1998 % 2004 % 1999 % 2005 % 2000 % 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 4. CHARACTERISTICS OF THE BONDS. (a) Rej;!istration. Transfer. and Exchanj;!e: Authentication. The Issuer shall keep or cause to be kept at lhe principal corporate trust office of Texas Commerce Bank National Association. Houston, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer and exchange of the Bonds (lhe "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 e e Agent/R.egistrar may prescribe: and the Paying AgentlRegistrar shall make such registrations. transfers. and exchanges as herein provided. The Mayor and the City Secretary are authorized to enter into a Paying Agent/Registrar Agreement substantially in the fonn of Exhibit A, attached hereto. 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 Regis- tration Books confidential and, unless otherwise required by law, shall not pennit their inspection by any other entity. The Paying AgentlRegistrar'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 fanh in this Ordinance. Registration of assignments. transfers. and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set fonh in this Ordinance. Each substiblte Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying AgentlRegistrar's Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Cenificate is so executed. The Paying Agent/R.egistrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No addi- tional 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 lI'ansfer 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. (c) In General. The Bonds (i) shall be issued in fully registered fonn, 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 fonh in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance numbered R-I through R-II (collectively, the "Initial Bonds") shall be delivered to the initial purchaser and are not required to be. and shall not be, authenti- cated by the Paying AgentlRegistrar. but on each substitute Bond issued in exchange for the Initial Bonds or any Bond or Bonds issued under this Ordinance the Paying AgentlRegistrar shall execute the PAYING AGENTIREGISTRAR'S AUTIlENTICATION CERTIFICAlE, in the fonn set fonh in the FORM OF BOND. (d) Substitute Paving Agent/RegistIar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company. fmancial institution. or other agency to act as and perfonn the services of Paying Agent/Registrar for the Bonds under this Ordinance. and that the Paying AgentlRegistrar will be one entity. The Issuer reserves the e e right to. and may, at its option. change the Paying AgentlRegistrar upon not less than 120 days written notice to the Paying AgentlRegistrar. 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 AgentlRegistrar (or its successor by merger. acquisition, or other method) should resign or otherwise cease to act as such. the Issuer covenants that promptly it will appoint a competent and legally qualified bank. trust company, fmancial institution, or other agency to act as Paying AgentlRegistrar under this Ordinance. Upon any change in the Paying AgentlRegistrar. the previous Paying AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a copy thereot), along with all other pertinent books and records relating to the Bonds. to the new Paying Agent/Regis- trar designated and appointed by the Issuer. Upon any change in the Paying AgentlRegistrar, 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 SWes 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. SECTION 5. 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, and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substBntially as follows, with such appropriate variations. omissions, or insertions as are permitted or required by this Ordinance. [FORM OF BOND] [Form of Front Panel of Bond] NO.R- United States of America CITY OF~1EXAS. AMOUNT GENERAL OBLIGATION REFUNDING BOND SERIES 1994 PRINCIPAL INTEREST RA 1E MA 11JRITY DATE ISSUE DATE April 1. 1994 CUSIP NO. REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE. specified above, THE CITY OF LA PORTE, a home rule city and municipal corporation of the State of Texas (the "Issuer"), 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 August 15, 1994. and semiannually on each February 15 and August 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 Bond is required to be authenticated and the date of its authentication is later than the fust 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 shaH bear interest from 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 fixed for its redemption e e prior to maturity, at the principal corporate trust office of Texas Commerce Bank National Association, Houston, Texas. or its successor, which is the "Paying AgentlRegistrnr" for this Bond, The payment of interest on this Bond shall be made by the Paying Agenr/Registrnr to the registered owner hereof on each interest payment dare by check. dared as of such interest payment date. drawn by the Paying AgentlRegistrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond adopted on , 1994 (the "Bond Ordinance") to be on deposit with the Paying AgentlRegistrar for such purpose as hereinafter provided: and such check shall be sent by the Paying AgentlRegistrar by United Stares mail. ftrst- 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 Regis- tration Books kept by the Paying AgentlRegistrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agenr/Registrar, requested by, and at the risk and expense of, the registered owner. THIS BOND is one of a Series of Bonds dated as of April I, 1994, authorized in accordance with the Constitution and laws of the State of Texas in the original principal amount of $7.505,000 FOR TIIE PURPOSE OF PROVIDING FUNDS TO REFUND CERTAIN OF TIlE ISSUER'S OUTSTANDING OBLIGATIONS (as described in the preamble to the Bond Ordinance). REFERENCE IS HEREBY MADE TO TIIE FURTIIER PROVISIONS OF TIIE BOND SET FORTH ON TIIE 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 offtcial seal of the Issuer to be duly impressed. or placed in facsimile, on this Bond CITY OF LA PORTE, TEXAS (facsimile sil!:narure) City Secretary (facsimile sil!:natu.re) Mayor [Fonn of Back Panel of Bond] TIIE BONDS are issued pursuant to the Bond 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 Sloo valuation, as provided in Article XI, Section 5 of the Texas Constitution. for each year while any pan of the Bonds are considered outstanding under the provisions of the Bond 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 Bond Ordinance. Reference is hereby made to the Bond 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 regisrered owner. TInS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the principal corporate offtce of the Paying AgentlRegistrar. If this Bond is being transferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner, or his authorized representative. subject to the renns and conditions of the Bond 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 redemp- tion and payment at the principal corporate trust office of the Paying AgentlRegistrar. 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 Agenr/Registrar, from the "Inter- e e est and Sinking Fund" created by the Bond Ordinance. the amounts required to provide for the payment. in immediately available funds, of all principal of and interest on the Bonds, when due. IF TIlE 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 principal 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. ON FEBRUARY 15, 2002. or on any date thereafter. the Bonds of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part (provided that a portion of a Bond may be redeemed only in an integral multiple of 55.(00) at the redemption price of the principal amount of Bonds called for redemption, plus accrued interest thereon to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the Issuer shall detennine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrnr to call by lot Bonds, or ponions thereof. within such maturity or maturities and in such principal amounts, for redemption. . AT LEAST 30 days prior to the date for any such redemption. a notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first class, postage prepaid. to the registered owner of each Bond, or ponion thereof to be redeemed. at its address as it appeared on the Registration Books on the 45th day prior to such redemption date and to major securities depositories, national bond rating agencies, and bond infonnation 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. By the date fixed for any such redemption, due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed. plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond. or the ponion thereof which is to be so redeemed. thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fIXed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fIXed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying AgentlRegistrar shall record in the Registration Books aU such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall be redeemed. a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination er denominations in any integral multiple of $5,000. at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. ALL BONDS OF TIllS 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 Bond Ordinance, this Bond, or any unredeemed portion hereof. may, at the request of the registered owner or the assignee or assignees hereof. be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons. payable to the appropriate registered owner. assignee. or assignees. as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner. assignee. or assignees. as the case may be. upon surrender of this Bond to the Paying Agent/Registrar for cancellation. all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer. this Bond must be presented and surrendered to the Paying AgentlRegistrar, together with proper instruments 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 ponion or portions hereof is or are to be registered. The form of Assignment e e printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof. but such method is not exclusive. and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The 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 governmental charges required to be paid with respect thereto shall be paid by the person requesting such assignment, transfer, or exchange, as 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 transferred 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 shall not be required to make any such transfer or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date or (ii) 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 Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the tenns and provisions of the Bond Ordinance, agrees to be bound by such tenns and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer. and agrees that the tenns and provisions of this Bond and the Bond Ordinance constitute a conaact between each registered owner hereof and the Issuer. IT IS HEREBY CERTIFIED, RECITED, AND COVENANTED mAT this Bond has been duly and validly authorized. issued, and delivered: all acts. conditions, and things required or proper to be perfonned, exist. and be done precedent to or in the authorization. issuance. and delivery of this Bond have been perfonned. 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 PAYING AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE]* '" Printer - Do not print on Initial Bonds PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond: and that this Bond has been issued in exchange for, a bond. bonds, or a portion of a bond or bonds of a Series which originally was approved by the Anomey 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. HOUSTON, TEXAS Paying AgentlRegistrar By Authorized Signature e e [FORM OIl STATEMENT OF INSURANCE] STATEMENT OF INSURANCE [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 I (Assignee's Social Security or Taxpayer Identification Number) / (print or typewrite Assignee's name and address. including zip code) and hereby irrevocably constitutes and appoints anorney to transfer the registration of this bond on the Bond Registration Books with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature of the Registered Owner must be gua- ranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Registered Owner NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this bond in every particular way 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 tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Unifonn Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. e e [FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS]* "'To be printed or attached to Initial Bonds only COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, cenified as 10 validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Wimess my signature and seal this COMPTROLLER'S SEAL Comptroller of Public Accounts of the State of Texas [END OF FORMS] SECTION 6. 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 ascenain 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 7. DISPOSITION OF BOND PROCEEDS. The proceeds of the Bonds shall be placed into the Interest and Sinking Fund and the Escrow 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 shall be deposited in the Interest and Sinking Fund. (b) Escrow Fund. The proceeds of the Bonds remaining after the above described deposit into the Interest and Sinking Fund shall be placed in the Escrow Fund (after created) to be used by the Issuer for the purposes described in the Escrow Agreement hereafter authorized. SECTION 8. 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 perfonnance of any of the covenants. conditions, or obligations set forth in this Ordinance, the e e owner of any of lhe Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring lhe Council and olher officers of lhe 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 lherein. 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 9. DEFEASANCE OF BONDS. (a) Any Bond and lhe interest lhereon shall be deemed to be paid, retired, and no longer oUlStanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of lhis Section 10, 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 wilh lhe terms lhereof (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 Agenl/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 amounlS and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment. and when proper arrangemenlS have been made by the Issuer with the Paying Agenl/Registrar for lhe payment of ilS services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Def~ed Bond hereunder, as aforesaid, such Bond and the interest thereon shall no.longer be secured by, payable from. or entitled to the benefilS of. the ad valorem !aXes 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 Agenl/Registrar may at the written direction of lhe Issuer also be invested in Government Obligations, maturing in the amounlS and times as hereinbefore set fOM, and all income from such Government Obligations received by the Paying Agenl/Registrar which is not required for the payment of the Bonds and interest lhereon, 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 lhis 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. Cd) Until all Defeased Bonds shall have become due and payable, the Paying Agent/RegistraI' shall perform the services of Paying Agenl/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. (e) (Insurance to Come]. SECTION 10. DAMAGED. MUTll..A TED, LOST. STOLEN. OR DESlROYED BONDS. (a) Replacement Bonds. In the event any oUlStanding Bond is damaged, mutilated. lost, stolen, or destroyed. the Paying Agenl/Registr3r shall cause to be printed. executed, and delivered. a new bond of the same principal amount, maturity, and interest rate, as the damaged. mutilated, lost, stolen, or destroyed Bond. in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement- Bonds. Application for replacement of damaged, mutilated. lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agenl/Registrar. In every case of loss. theft, or destruction of a Bond. the registered owner applying for a replacement bond shall furnish to the Issuer 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 lhereto. 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 destruction of such Bond, as lhe case may be. In every case of damage or e e mutilation of a Bond. the registered owner shall surrender to the Paying AgentlRegislI3.r for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section. in the event any such Bond shall have matured. and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond. the 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) Char~e for Issuing Replacement Bonds. Prior to the issuance of any replacement bond. the Paying Agent/RegislI3.r shall charge the registered owner of such Bond with all legal. printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen. or destroyed shall constitute a contractual obligation of the 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 Issuin~ Replacement Bonds. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. An. 717k-6, this Section 11 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 bOflds is hereby authorized and imposed upon the Paying Agent/ RegislI3.r. and the Paying Agent/RegislI3.r shall authenticate and deliver such Bonds in the fonn and manner and with the effect. as provided in Section 4(a) of this Ordinance for Bonds issued in exchange for other Bonds. SECTION 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS: BOND COUNSEL'S OPJNION, AND CUSIP NUMBERS. The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings penaining to the Bonds 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 Bonds 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 Bonds, and the seal of said Comptroller shall be impressed. or placed in facsimile. on such Certificate. The approving legal opinion of McGinnis, Lochridge & Kilgore, 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 infonnation of the registered owners of the Bonds. SECTION 12. COVENANTS OF THE ISSUER. (a) General Covenants. The Issuer covenants and represents that: (i) The Issuer is a duly incorporated Home Rule City, having more than SOOO inhabitants, operating and existing under the Constitution and 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 tenns; and (ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over other Bonds. (b) Specific Covenants. The Issuer covenants and represents that. while the Bonds are outstanding and unpaid. it will: (i) Levy an ad 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 e e (ii) Keep proper books of record and account in which full. true. and correct entries will be made of all dealings. activities, and transactions relating to the Funds created pursuant to this Ordinance, and all books. documents, and vouchers relating thereto shall at all reasonable times be made available for inspec- tion upon request from any Owner. (c) Covenants RelZardinlZ Tax Exemotion of Interest on the Bonds. The Issuer covenants to take any action to maintain. or refrain from any action which would adversely affect. the treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for pwposes of federal income taxation. In furtherance thereof, the Issuer specifically covenants as follows: (i) To take any action to assure that no more than 10% of the proceeds of the Bonds (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% of the proceeds are so used. that amounts, whether or not received by the Issuer with respect to such private business use, do not under the tenns of this Ordinance 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: (ii) To take any action to assure that in the event that the "private business use" described in subsection (i) hereof exceeds 5% of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any), 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(b)(3) of the Code, to the governmental use; (ill) 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 (less amounts deposited into a reserve fund. if any) is directly or indirectly used to fmance loans to persons, other than Slate or local governmental units, in contravention of section 141(c) of the Code: (iv) To refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (v) To refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code: (vi) To refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as dermed in section 148(b)(2) of the Code) which would produce a materially higher yield over the tenn of the Bonds. other than investment propeny acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of three years or less, or in the case of a refunding a period of 30 days or less. until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.103- 13(b)(12) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10% of the proceeds 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); . e (viii) 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% of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code: and (ix) To maintain such records as will enable the Issuer to fulfIll its responsibilities under this Section and section 148 of the Code and to retain such records for at least six years following the fmal payment of principal and interest on the Bonds. It is the understanding of the Issuer 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 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 Issuer will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption of interest on the Bonds under section 103 of the Code. In the event that regulalions or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds. the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In order to facilitate compliance with the above covenants (vii), (viii), and (ix), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America. and such Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. SECTION 13. DESIGNATION AS QUALIFIED TAX-EXEMPT' BONDS. The City hereby designates the Bonds as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). In furtherance of such designation, the City represents, covenants, and warrants the foHowing: (a) during the calendar year in which the Bonds are issued. the City (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Bonds. will result in more than SIO,OOO.OOO of "qualified tax-exempt bonds" being issued; (b) the City reasonably anticipates that the amount of tax-exempt obligations issued during the calendar year in which the Bonds are issued by the City (or any subordinate entities) will not exceed $10,000,000; and (c) the City will take such action or refrain from such action as necessary in order that the Bonds will not be considered "private activity bonds" within the meaning of section 141 of the Code. SECTION 14. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to Masterson Moreland Sauer Whisman, Inc. and Rauscher Pierce Refsnes, Inc (the "Underwriters"), pursuant to the terms and provisions of the Purchase Contract attached hereto as Exhibit B and the Mayor is hereby authorized to execute and deliver such Purchase Contract. The Bonds shall initially be registered in the name of Masterson Moreland Sauer Whisman, Inc. The officers of the Issuer are hereby authorized and directed to execute and deliver such certificates, instructions, or other instruments as are required or necessary to accomplish the purposes of this Ordinance. SECTION IS. APPRO V AL 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 distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchasers in final fonn. 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 deter- mined 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. e e SECTION 16. CONSIDERATIONS OF REFUNDING. The Council hereby finds that by refunding the Refunded Obligations the Issuer will (i) lower the annual debt service requirements with respect to its general tax obligations and (ii) restructure its debt service in a manner which will allow the issuance of additional bond issues without a tax rate increase or with a smaller increase than would otherwise be required. SECTION 17. NOTICE OF REDEMPTION TO PAYING AGENT AND REGISTERED OWNERS AND PUBLICATION. The principal of and accrued interest on the Refunded Obligations shall be paid on the earliest redemption date with proceeds of the Bonds. and the Refunded Obligations are hereby called for redemption on said dates. Texas Commerce Bank. National Association, Houston. Texas is hereby directed to make appropriate arrangements so that the principal of and accrued interest on such Refunded Obligations may be redeemed at said bank on such redemption dates. Unless notice is waived by the owners thereof. a copy of the Notices of Prior Redemption. substantially in the form attached hereto as Exhibit A. shall be delivered to the paying agent bank for the Refunded Obligations and a copy of such Notices of Prior Redemption shall be mailed to the registered owner thereof. or otherwise given as provided in the appropriate order. resolution, or ordinance authorizing the Refunded Obligations. SECTION 18. ESCROW AGREEMENT. The discharge of the Refunded Obligations shall be effectuated pursuant to the tenns and provisions of the Escrow Agreement, the terms and provisions of which are hereby approved, subject to such insenions, additions, and modifications as shall be necessary (a) to carry out the program designed for the City by Masterson Moreland Sauer Whisman. Inc. and which shall be certified as to mathematical accuracy by Deloitte & Touche. Cenified Public Accountants. whose Repon s~ be; delivered with the Escrow Agreement. (b) to maximize the City's present value savings and/or minimize the City costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations. and (d) to carry out the other intents and purposes of this Ordinance. and the Mayor is hereby authorized to execute and deliver the Escrow Agreement on behalf of the City in multiple counterparts and the City Secretary is hereby authorized to attest thereto and affix the City's seal. SECTION 19. SOURCE OF CITY FUNDS USED IN REFUNDING. The amount of $ available funds of the City are hereby appropriated and shall be deposited to the Escrow Fund which together with cenain proceeds of the Bonds shall be used to refund the Refunded Obligations. SECTION 20. PURCHASE OF UNITED STATES TREASURY OBLIGATIONS. To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement. the Mayor. the City's Chief Financial Officer, and the Escrow Agent are hereby authorized to subscribe for, agree to purchase. and purchase non-callable obligations of the United States of America. in such amounts and maturities and bearing interest at such rates as may be provided for in the Repon, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization, and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved. SECTION 21. MATI'ERS RELATED TO REFUNDING. In order that the Issuer shall satisfy in a timely manner all of its obligations under this Ordinance, the Mayor and all other appropriate officers and agents of the Issuer are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Obligations, including without limitation. executing and delivering on behalf of the Issuer all certificates, consents, receipts. requests. notices, and other documents as may be reasonably necessary to satisfy the Issuer's obligations under this Ordinance and to direct the transfer and application of funds of the Issuer consistent with the provisions of this Ordinance. SECTION 22. ORDINANCE A CON1RACT: Ai\1ENDMENTS. This Ordinance shall constitute a contract with the Owners. from 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 any ambiguity, inconsistency. or fonnal 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 e e consent of the Owners of a majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of any Bonds amend. change, modify, or rescind any provisions of this Ordinance; provided that without the consent of all 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 tenns 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 make any amendment or addition to or rescission of this Ordinance requiring consent of the Owners, the Issuer shall cause notice of the amendment. addition. or rescission to be given as described above for a notice of redemption. Whenever at any time within one year after the dale of the giving of such notice, the Issuer shall receive an instrument or instruments in writing executed by the Owners of a majority in aggregate principal amount of the Bonds then outstanding affected by any such amendment. addition, or rescission requiring the consent of Owners of Bonds, 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 fonn 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 fonn, except as herein provided. No Owner 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 23. [INSURANCE TO COME] SECTION 24. NOTICES TO BE GIVEN TO ITNSURANCE COl. SECTION 25. MISCELLANEOUS. (a) 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. (b) 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. (c) Severability. If any word, phrase, clause, paragraph, sentence, part. ponion. 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, part, portion. or provisions. (d) Govemin~ Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas. e e (e) 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 this ('f)1lI~.." '" Iii, 1994. ;/~~~ /ey of La Pone. exas A TI'EST: ~ L_ n-,/ City Secretary, City of La Pone. Texas e e EXInBIT A PAYING AGENTIREGISTRAR AGREEMENT THE PAYING AGENTIREGISTRAR AGREEMENT IS OMITTED AT TInS POINT AS IT APPEARS IN EXECUTED FORM ELSEWHERE IN TInS TRANSCRIPT. e . EXIllBIT B PURCHASE CONTRACT THE PURCHASE CONTRACT IS OMITIED AT TIllS POINT AS IT APPEARS IN EXECUTED FORM ELSEWHERE IN TInS TRANSCRIPT. A-I e e EXHIBIT C ESCROW AGREEMENT THE ESCROW AGREEMENT IS OMITIED AT TInS POINT AS IT APPEARS IN EXECUTED FORM ELSEWHERE IN TInS TRANSCRIPT. B-1 e EXillBIT D NOTICE OF PRIOR REDEMPTION [To Come] C-l .