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87-B-4A General Obligation Bonds< 0 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1987 ", LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT; AND DECLARING AN EMERGENCY. WHEREAS, the City Council of the City of Schertz, Texas (the: City), hereby finds and determines that general obligation bonds of the City in the total principal amount of $460,000 should be issued and sold at this time, being the first installment of general obligation bonds approved and authorized to be issued at an election held January 10, 1987, the respective authorized purposes and amounts authorized to be issued therefor, amounts being issued pursuant to this ordinance and amounts remaining to be issued from such voted authorizations subsequent to the date hereof being as follows: Amount Amount Previously Purpose Authorized Issued Street Improve- ments and Inci- dental Drainage $980,000 -0- Park Improve- ments 100,000 -0- TOTAL $1,080,000 -0- NOW, THEREFORE, Amount Sold This Sale $360,000 100,000 $460,000 Unissued Bonds $620,000 -0- $620,000 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS3 SECTION 1: Authorization - Designation- Principal Amount - Purpose, General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $460,000, to be designated and bear the title "City of Schertz, Texas, General Obligation Bonds, Series 1987" (hereinafter referred to as the Bonds), for the purpose of making permanent public improvements and for public purposes, to -wit: street improvements and drainage incidental thereto and constructing park improvements, in conformity with the Constitution and laws of the State of Texas, particularly Texas Revised Civil Statutes Annotated Article 1175, as amended, and the Home Rule Charter of the City. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Date. The Bonds are issuable in fully registered form only; shall be dated March 1, 1987 (the Bond Date) and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Bonds shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Bond Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at per annum rates, while Outstanding, in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1989 $ 15,000 8.30% 1990 20,000 8.30% 1991 20,000 8.30% 1992 20,000 8.30% 1993 25,000 8.30% 1994 25,000 8.30% 1995 25,000 7.75% 1996 35,000 6.30% 1997 35,000 6.45% 1998 40,000 6.60% 1999 45,000 6.75% 2000 45,000 6.50% 2001 45,000 6.50% 2002 65,000 6.50% SECTION 3: Payment of Bonds - Paying Agent/ Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable, without exchange or collection charges to the registered owners or holders of the Bonds (hereinafter the Holder or Holders), appearing on the registration and transfer books maintained by the Paying Agent /Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. -2- 1 0 6 6 k The Bonds shall bear interest at the per annum rates shown above in Section 2, and interest thereon shall be payable semiannually on March 1 and September 1 of each year (the Interest Payment Date) commencing March 1, 1988, while any of the Bonds remain Outstanding. The selection and appointment of First City National Bank of Austin, Austin, Texas, to serve as Paying Agent /Registrar for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the principal corporate office of the Paying Agent/ Registrar books and records (the Security Register) for the registration, payment and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent /Registrar Agreement attached, in substantially final form, hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent /Registrar and City may prescribe. The City covenants to maintain and provide a Paying Agent /Registrar at all times while the Bonds are Outstanding and any successor Paying Agent /Registrar shall be a national or state banking institution and shall be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise trust powers, and subject to supervision or. examination by Federal or State authority, and shall be authorized by law to serve as a Paying Agent /Registrar. The City reserves the right to appoint a successor Paying Agent /Registrar upon providing the previous Paying Agent /Registrar with a certified copy of a resolution or order terminating such agency. Additionally, the City agrees to promptly cause a written notice, of this substitution, to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the principal corporate office of the successor Paying Agent /Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity; redemption, or otherwise, shall be payable only to the Holder whose name appears on the Security Register (i) on the Record Date (hereinafter defined) for purposes of paying interest thereon and (ii) on the date of surrender of the Bonds for purposes of paying principal at the Staffed Maturity, or the redemption thereof. The City and the Paying Agent/ Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and, to the extent permitted by law, neither the City nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. -3- 10 6 6 k Principal of and premium, if any, on the Bonds, shall be payable only upon presentation and surrender of the Bonds to the Paying Agent /Registrar at its principal corporate office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the Record Date (the fifteenth day of the month next preceding an Interest Payment Date) and shall be paid (i) by check sent by United States Mail, first class postage prepaid, by the Paying Agent /Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/ Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or a day on which banking institutions are authorized to close. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Optional Redemption. The Bonds having Stated Maturities on and after March 1, 1999, shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 1998, or on any Interest Payment Date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity at random and by lot by the Paying Agent /Registrar), at the redemption price of par plus accrued interest to the date of redemption. -4- 1 0 6 6 k B. Exercise of Redemption Option. At least forty -five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent /Registrar), the City shall notify the Paying Agent /Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent /Registrar shall select at random and by lot, the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent /Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent /Registrar shall cause a notice of redemption to be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the time such notice of redemption is mailed, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. E. Transfer /Exchange of Bonds. Neither the City nor the Paying Agent /Registrar shall be required (i) to transfer or exchange any Bonds during a period beginning forty -five (45) days prior to the redemption date or, (ii) to transfer or exchange any Bonds selected for redemption, provided however, such limitation shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to partial redemption. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after -5- 1 0 6 6 k the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the principal corporate office of the Paying Agent /Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if moneys sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent /Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Bonds shall not be deemed to be Outstanding hereunder. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor, under its seal reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were at the time of the Bond Date the proper officials or officers, of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the initial purchaser(s), all as authorized and provided in the Bond Procedures Act of 1981, Texas Revised Civil Statutes Annotated Article 717k -6, as amended. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/ Registrar by manual signature; either of these certificates upon any Bond shall be conclusive evidence, and the only evidence required, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A Security Register relating to the registration, payment, and transfer or exchange of the Bonds shall at all times be kept and maintained by the City at the principal corporate office of the Paying Agent /Registrar, and the Paying Agent /Registrar shall obtain, record, and maintain I Me 1 0 6 6 k in the Security Register the name and address of each Holder issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent /Registrar. Upon surrender for transfer of any Bond at the principal corporate office of the Paying Agent /Registrar, the Paying Agent /Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the principal corporate office of the Paying Agent /Registrar. Whenever any Bonds are so surrendered for exchange, the Paying Agent/ Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the principal corporate office of the Paying Agent /Registrar, or sent by United States registered mail to the Holder at his request, risk, and expense and, upon the delivery thereof, the same shall be valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent /Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. -7- 1 0 6 6 k Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 14 of this Ordinance in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond(s). The Bonds herein authorized shall be issued initially either (i) as a single fully registered bond in the total principal amount of $460,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1, or (ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T -1 and upward (hereinafter called the Initial Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s), the Paying Agent /Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all in accordance with and pursuant to such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent /Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Registration, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction -8- 1 0 6 6 k of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Definitive Bond. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF GUADALUPE, BEXAR AND COMAL CITY OF SCHERTZ, TEXAS, GENERAL OBLIGATION BOND, SERIES 1987 Interest Rate: Stated Maturity: Bond Date: CUSIP NO: March 1, 1987 REGISTERED OWNER: PRINCIPAL AMOUNT: ...... ............................... DOLLARS The City of Schertz, Texas (hereinafter referred to as the City), a body corporate and municipal corporation in the Counties of Guadalupe, Bexar and Comal, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the registered owner named above, or the registered assigns thereof, on the Stated Maturity date specified above, the principal amount stated above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof (computed on the basis of a 360 -day year of twelve 30 -day months) from the Bond Date specified above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the per annum rate specified above; such interest being payable semiannually on March 1 and September 1 of each year (the Interest Payment Date), commencing March 1, 1988. -9- 1 0 6 6 k Principal and premium, if any, of this Bond shall be payable to the registered owner hereof (the Holder), upon presentation and surrender, at the principal corporate office of the Paying Agent/ Registrar executing the registration certificate appearing hereon, or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts and shall be made by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States Mail, first class postage prepaid, to the Holder, at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by the Holder at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of $460,000 (herein referred to as the Bonds) pursuant to an ordinance adopted by the governing body of the City (herein referred to as the Ordinance), for the purpose of making permanent public improvements and for public purposes, to -wit: street improvements and drainage incidental thereto and constructing park improvements, under and in .strict conformity with the Constitution and laws of the State of Texas, particularly Texas Revised Civil Statutes Annotated Article 1175, as amended, and the Home Rule Charter of the City. The Bonds maturing on and after March 1, 1999, may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 1998, or on any Interest Payment Date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if- within a Stated Maturity at random and by lot by the Paying Agent /Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States Mail, first class postage prepaid, to the Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is of a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder -10- 1 0 6 6 k hereof, upon the surrender of this Bond to the Paying Agent/ Registrar at its principal corporate office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/ Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent /Registrar shall not be required to issue, transfer, or exchange this Bond, within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limits prescribed by law, upon all eligible taxable property within the City. Reference is hereby made to the Ordinance, copies of which are on file in the principal corporate office of the Paying Agent /Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent /Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its Stated Maturity or redemption, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred only upon its presentation and surrender at the principal corporate office of the Paying Agent /Registrar, with the Assignment duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent /Registrar duly executed by the -11- 1 0 6 6 k Holder hereof, or his duly authorized agent, and such transfer is noted on the Security Register by the Paying Agent /Registrar when a transfer occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent /Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. In the event ,of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date -- which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that the issuance of this Bond does not exceed any constitutional or statutory limitation. In case any provision in this Bond or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. -12- 1 0 6 6 k IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF SCHERTZ, TEXAS By............................. Mayor ATTEST: ICI City Secretary (CITY SEAL) C. * Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. ........... THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this ................ . (SEAL) * NOTE TO PRINTER. 1 0 6 6 k Comptroller of Public Accounts of the State of Texas Do not print on definitive bonds. -13- D. *Form of Certificate of Paying Agent /Registrar to Appear on Definitive Bonds only. This Bond has been duly issued under the provisions of the within- mentioned Ordinance; the bond or bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar. Registered this date: FIRST CITY NATIONAL BANK OF AUSTIN AUSTIN, TEXAS as Paying Agent /Registrar M Authorized Signature *NOTE TO PRINTER: Do not print on Initial Bonds. E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, andzip code of transferee:) ... ............................... ................................. ............................... ................................ ............................... (Social Security or other identifying number: ................. ................) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints .................... ................................. ............................... attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ..................... NOTICE: The signature on this assignment must correspond with the name of the Signature guaranteed: registered owner as it appears on the face of the within Bond in every particular. -14- I 0 6 6 K F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate and "Stated Maturity shall both be completed "as shown below;" (ii) Paragraph one shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: ...... ............................... DOLLARS The City of Schertz, Texas (hereinafter referred to as the City), a body corporate and municipal corporation in the Counties of Guadalupe, Bexar and Comal, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the registered owner named above, or the registered assigns thereof, the principal amount hereinabove stated on the first day of March in each of the years and in principal installments and bearing interest at per annum rates in accordance with the following schedule: YEAR OF PRINCIPAL INTEREST MATURITY INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amounts hereof from the Bond Date, stated above, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year (the Interest Payment Date) commencing March 1, 1988. Principal and premium, if any, of this Bond shall be payable to the registered owner hereof, upon its presentation and surrender, at the principal corporate office of FIRST CITY NATIONAL BANK OF AUSTIN, AUSTIN, TEXAS (the Paying Agent /Registrar). Interest shall be payable to the registered owner of this Bond (the Holder) whose name appears on the Security Register maintained by the Paying Agent /Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time -15- t 0 6 6 k of payment is legal tender for the payment of public and private debts and shall be made by the Paying Agent /Registrar by check sent on or prior to the appropriate date of payment by United States Mail, first class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of the Holder hereof. SECTION 9: Definitions. For all purposes of this Ordinance and in particular for clarity with respect to the issuance of the Bonds herein authorized, and the levy of taxes in payment thereof, the following words and terms, whenever the same appear herein without qualifying language, are defined to mean as follows: Bonds shall mean the "City of Schertz, Texas, General Obligation Bonds, Series 1987 ", dated March 1, 1987, authorized by this Ordinance. City shall mean the City of Schertz, located in the Counties of Guadalupe, Bexar and Comal, Texas. Closing Date shall mean the date of physical delivery of the initial Bonds in exchange for the payment in full by the initial Purchasers therefor. Code shall mean the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the Closing Date. Government Obligations 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, and United States Treasury obligations such as its State and Local Government Series in book -entry form. Holder or Holders shall mean the registered- owner, whose name appears in the Security Register, for any Bond. Outstanding shall mean, as of the date of determination, all Bonds theretofore issued and delivered pursuant to the Ordinance, except: (1) those Bonds theretofore cancelled by the Paying Agent /Registrar or delivered to the Paying Agent /Registrar for cancellation; -16- I 0 6 6 k (2) those Bonds for which payment has been duly provided by the City by the irrevocable deposit with the Paying Agent /Registrar of money in the amount necessary to fully pay the principal of and interest thereon to Stated Maturity; (3) those Bonds which other Bonds have been registered and delivered in lieu of pursuant to this Ordinance; (4) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 14 of this Ordinance; and (5) those Bonds for which the payment of the principal of, premium, if any, and interest on has been duly provided by the District in accordance with the provisions of Section 16 of this Ordinance by the deposit in trust of money or Government Securities, or both. Purchaser shall mean the initial purchaser or purchasers of the Bonds named in. Section 18 of the Ordinance. Redemption Date shall mean with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. Redemption Price shall mean with respect to any Bond to be redeemed means the price at which it is to be redeemed pursuant to the terms of the Ordinance, which does not include installments of interest whose Interest Payment Date is on or before the Redemption Date. Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year the Bonds are Outstanding as set forth in Section 2 of the Ordinance. SECTION 10: Levy of Taxes. To provide for the payment of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all eligible taxable property in the City, within the limits prescribed by law, sufficient to pay the principal of, premium, if any, and -17- 1 0 6 6 k interest on the Bonds as the same becomes due and payable; and such tax hereby levied on each one hundred dollars' valuation of eligible taxable property in the City for the payment of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of, premium, if any, and interest on said Bonds, while any Bond remains Outstanding; full allowance being made for delinquencies and costs of collection. The taxes levied, assessed, and collected for and on account of the Bonds shall be accounted for separate and apart from all other funds of the City and shall be deposited in the "Special Series 1987 Bond Fund" (the Interest and Sinking Fund) to be maintained at an official depository of the City's funds in a manner consistent with Section 15 of this Ordinance; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of redemption prior to Stated Maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent /Registrar on or before each principal, premium, if any, or interest on the Bonds. SECTION 11: Security of Funds. That all moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 12: Notices to Holders; Waiver. Wherever this Ordinance provides for notice to Holders of any event, such. notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with -18- I 0 6 6 k respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 13: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent /Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent /Registrar. The City may at any time deliver to the Paying Agent /Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent /Registrar. All cancelled Bonds held by the Paying Agent /Registrar shall be destroyed as directed by the City in accordance with the provisions of applicable law. SECTION 14: Mutilated - Destroyed - Lost and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent /Registrar, or the City and the Paying Agent /Registrar receive evidence to their satisfaction otf the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent /Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent /Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/ Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other charges and expenses (including attorneys fees and the fees and expenses of the Paying Agent /Registrar) connected therewith. -19- 1 0 6 6 k Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 15: Covenants to Maintain Tax - Exempt Status. (A) Definitions. When used in this Section, the following terms have the following meanings: "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the Closing Date. "Costs of Issuance" means all costs incurred in connection with the issuance of the Bonds, including but not limited to, underwriters' spread, counsel, financial advisor, rating agency, trustee, paying agent, certifying and authenticating agent and accountant fees, printing costs, costs in connection with required public approval process, costs of engineering and feasibility studies related to the issuance of the Bonds and any other costs so treated by Treasury Regulations. "Gross Proceeds" when used with respect to the Bonds or any .other issue of obligations of the City, means original proceeds, amounts received (including repayments of principal) as a result of investing the original proceeds of the issue, transferred proceeds, sinking fund proceeds, amounts invested in a reasonably required reserve or replacement fund, securities or obligations pledged by the City as security for payment of debt service on the Bonds or such other issue, and any other amounts used to pay debt service on the Bonds or Such other issue, together with earnings from the investment of the foregoing. -20- t 0 6 6 k "Investments" means (1) a share of stock in a corporation or a right to subscribe for or to receive such a share, (2) any obligation, including United States Treasury bonds, notes, and bills and bank deposits, whether or not certified or interest bearing, but excluding obligations the interest on which is, in the opinion of counsel nationally recognized in the field of municipal bond law, excludable from the gross income of any owner thereof under the Code or the Internal Revenue Code of 1954, as amended to the date of issuance of such obligations, (3) any annuity contract, or any other deferred payment contract acquired to fund an obligation of the Issuer, or (4) any other property held for investment. "Issue Price" means the aggregate initial offering price of each maturity of all the Bonds of such Stated Maturity to the public, exclusive of underwriters, bondhouses, brokers, dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers or any other similar person who purchases with an intent to resell the Bonds within six months, at which a substantial amount of each maturity of the Bonds were sold, including accrued interest and premium or discount, if any. "Net Proceeds" means the proceeds of the Bonds, plus any amount not received by the Issuer representing Costs of Issuance, including any discount below the price at which the Bonds are expected to be sold to the public, but excluding amounts deposited to any reasonably required reserve or replacement fund. "Nonpurpose Investment" means any Investment, other than an obligation described in Section 103(a) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. -21- I 0 6 6 k "Yield" of (1) any Investment means the discount factor which, when used in computing the present value on the acquisition date thereof of all scheduled payments of principal of and interest on such Investment, results in an amount equal to the purchase price thereof (but excluding any commissions), compounding semiannually, and (2) the Bonds means the discount factor which, when used in computing the present value on the Closing Date of all scheduled payments of principal of and interest on the Bonds, results in an amount equal to the aggregate Issue Prices of the Bonds of each Stated Maturity, compounding semiannually. (B) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (C) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of the Bonds, (1) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds and not use or permit the use of Gross Proceeds or any property acquired, constructed, or improved with Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or -22- 1 0 6 6 k (2) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds or any property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with Gross Proceeds pending application for their intended purposes, either or both. (D) No Private Loan. Except to the extent permitted by section 141 of the Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed, or improved with Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of Gross Proceeds or any property acquired, constructed, or improved with Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (E) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final Stated Maturity of the Bonds, directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby) whether then held or previously disposed of, exceeds the Yield of the Bonds. (F) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the regulations and rulings thereunder. (G) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on such form and in such place as such Secretary may prescribe. -23- 1 0 6 6 K (H) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder or except to the extent the City complies with Subsection (J) of this Section (1) The City shall account for all Gross Proceeds (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures, and investments thereof) and shall retain all records of such accounting for at least six years after the day on which the last outstanding Bond is discharged. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith.. (2) Not less frequently than annually, the City shall calculate, in accordance with rules set forth in section 148(f) of the Code and the regulations and rulings thereunder, the excess of: (i) the amount earned on all Nonpurpose Investments acquired with Gross Proceeds (other than Investments attributable to an excess described in this paragraph (2)), over (ii) the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Yield on the Bonds, plus any income attributable to such excess. (3) As additional consideration for the purchase of the Bonds by the initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed -to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States, out of the Interest and Sinking Fund or its general fund, as permitted by applicable statute, regulation or opinion of the Attorney General of the State of Texas the amount described in paragraph (2) above at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and the regulations and rulings thereunder. - -24- 1 0 6 6 k (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any delinquent amounts owed to it, interest thereon, and any assessed penalty. (I) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (H) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. (J) No Rebate Required. The City need not comply with the covenants and duties imposed by the provisions of Subsection (H) of this Section if (1) the City is a governmental. unit with general taxing powers; (2) 95% of the Net Proceeds of the Bonds and all income from the investment thereof will be used for the governmental activities of the City; (3) the aggregate face amount of all debt obligations issued or expected to be issued by- the City or any subordinate entity in the calendar year in which the Bonds are issued (including the Bonds but excluding obligations to be redeemed with proceeds of the Bonds within 90 days after the date on which the Bonds are to be issued) is not reasonably expected to exceed $5,000,000; and (4) the City otherwise satisfies the requirements of paragraph (4)(c) of section 148(f) of the Code and the regulations and rulings thereunder. (K) Qualified Tax - Exempt Obligations. The City hereby designates the Bonds as, qualified tax - exempt obligations for purposes of Section 265(b) of the Code. SECTION 16: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if -25- I 0 6 6 k any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of any taxes or other money, securities, and funds pledged under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent /Registrar shall pay over or deliver all money held by it under this Ordinance to the City. Bonds or principal amount thereof and interest installments for which money shall have been set aside in full payment to Stated Maturity or the redemption thereof and held in trust by the Paying Agent /Registrar (through deposit by the City of funds for such payment or redemption or otherwise) shall be deemed to have been paid within the meaning and with the effect expressed above in this Section. All Outstanding Bonds shall be deemed to have been paid, prior to their Stated Maturity, within the meaning and with the effect expressed above in this Section if there shall have been deposited with the Paying Agent /Registrar either money in an amount which shall be sufficient, or Government Securities the principal of and the interest on which when due will provide money, which together with the money, if any, deposited with the Paying Agent/ Registrar at the same time, shall be sufficient, to pay when due the principal of and interest to become due on such Bonds on and prior to the Stated Maturity or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent /Registrar have been made) the redemption date thereof. Neither Government Securities nor money deposited with the Paying Agent /Registrar pursuant to this Section, nor principal or interest payments on any such Government Securities, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of, premium, if any, and interest on such Bonds. Any cash received from such principal of and interest on such Government Securities deposited with the Paying Agent /Registrar, if not needed for such purpose, shall, to the extent practicable, be reinvested in Government Securities (which may be non - interest bearing) maturing at times and in amounts sufficient to pay when due the principal of, premium, if any, and interest on such Bonds on and prior to the Stated Maturity thereof, and interest earned from such reinvestments shall be paid over to the City as received by the Paying Agent /Registrar, free and clear of any trust, lien, or pledge. Any payment for Government Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Government Securities. -26- 1 0 6 6 k At such time as all of the Bonds are retired, or provision is made for their payment, money in the Interest and Sinking Fund, if any, shall be transferred to the general fund of the City, unless then required by law to be transferred to some other fund or used for some other purpose, provided that any money held by the Paying Agent /Registrar which has been provided for the payment of interest or principal and not so utilized for any reason shall continue to be held by the Paying Agent /Registrar for a period of three calendar years, and if not claimed, the same shall be returned to the City. SECTION 17: Ordinance a Contract - Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as, permitted in this Section. The City, may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinand4; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 18: Sale of the Bonds; Use of Bond Proceeds. The sale of the Bonds to Lovett, Mitchell Webb & Garrison, Inc. (herein referred to as the Purchaser) at the price of the par and accrued interest to the date of delivery plus a premium or less a discount of $ -0- is hereby approved and confirmed. Delivery of the Bonds to the Purchaser(s) shall occur as soon as possible upon payment being made therefor in accordance with the terms of the sale. Proceeds from the sale of the Bonds shall be applied as follows: -27- 1 0 6 6 k (1) Accrued interest and premium, if any, received from the Purchaser shall be deposited into the Interest and Sinking Fund. (2) The balance of the proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the Bond proceeds. SECTION 19: Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchaser. Furthermore, the Mayor, City Secretary, City Treasurer, City Manager or City Attorney, either or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its fina.nclal affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisor, bond counsel and the Paying Agent /Registrar, make the necessary arrangements for the delivery of the Initial Bonds to the Purchaser and the initial exchange thereof for definitive Bonds. SECTION 20: Official Statement. The City Council ratifies and confirms its prior approval of the form and content of the Official Statement prepared in the initial offering and sale of the Bonds and hereby approves the form and content of any addenda, supplement, or amendment thereto. The use of such Official Statement in the reoffering of the Bonds by the Purchaser is hereby approved and authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. SECTION 21: Printed Opinion. The Purchaser's obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Messrs. Fulbright & Jaworski, Attorneys at Law, approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Bonds. Printing of a true and 1 0 6 6 k correct reproduction of said opinion on the reverse side of each of said Bonds, with an appropriate certificate pertaining thereto executed by the facsimile signature of the City Secretary, is hereby approved and authorized. SECTION 22: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the Bonds. SECTION 23: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent /Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent /Registrar and the Holders. SECTION 24: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, whi.ch are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 25: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 26: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 27: Severability. If any provision of this Ordinance or the application thereof-to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 28: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business -29- t 0 6 6 k to be considered at such meeting, including this Ordinance, was given, all as required by Texas Revised Civil Statutes Annotated, Article 6252 -17, as amended. SECTION 29: Authorization of Paying Agent /Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent /Registrar Agreement in order to properly manage and supervise the flow of funds mandated by the provisions of this Ordinance. A copy of the Paying Agent /Registrar Agreement, in substantially final form, is attached hereto as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 30: Incorporation of Preamble Recitals. That the recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City of Schertz, Texas. SECTION 31: Emergency. By reason of the urgent necessity to issue the Bonds as soon as possible to enable the City to proceed with needed public improvements, an emergency is hereby declared to exist making it necessary to the preservation of the public peace, property, health and safety that this ordinance become effective immediately upon its passage, and it is so enacted. PASSED AND ADOPTED on the 25th day of March, 1987. CITY OF SCHERTZ, TEXAS Mayor ATTEST: C�y Secretary (CITY SEAL) -30- 1 0 6 6 k PAYING AGENT /REGISTRAR AGREEMENT AGREEMENT Agreement) , by and Issuer), and Firs Texas, a national existing under the Bank). entered into as of March 25, 1987 (this between the City of Schertz, Texas, (the t City National Bank of Austin, Austin, banking association duly organized and laws of the United States of America (the RECITALS OF THE ISSUER The Issuer has duly authorized issuance of its securites described as TEXAS, GENERAL OBLIGATION BONDS, SERIES 1987, in the aggregate principal amo Securities) which securities are to be securities without coupons; and provided for the the "CITY OF SCHERTZ, 1987 ", dated March 1, ant of $460,000 (the issued as registered All things necessary to make the Securities the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; The Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, premium (if any) and interest on the Securities, in accordance with the terms thereof, and that the Bank act as Registrar for the Securities; The Issuer has duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities, in paying to the holders of the Securities the principal, premium (if any) and interest on all or any of the Securities. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent and Registrar. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent /Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent /Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following words and terms, whenever the same appears herein without qualifying language, are defined as follows: Acceleration Date on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. Bank Office means the principal corporate trust office of the Bank set forth on the signature page of this agreement. The Bank will notify the Issuer in writing of any change in location of the Bank Office. Bond Resolution means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Securities are issued certified by the Secretary or any other officer of the Issuer and delivered to the Bank. -2- I 0 5 2 k Fiscal Year means the fiscal year of the Issuer. Holder and Security Holder each means a Person in whose name a Security is registered in the Security Register. Issuer Request and Issuer Order means a written request or order signed in the name of the Issuer by the Mayor or City Secretary and delivered to the Bank. Legal Holiday means a day on which the Bank is required or authorized to be closed. Person means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. Redemption Date when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Bond Resolution. Responsible Officer when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice - Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. Security Register means a register maintained by the Bank on behalf of the Issuer providing for the registration of Securities and of transfers of Securities. Stated Maturity means the date specified in the Bond Resolution as the fixed date on which the principal of the Security is due and payable. -3- 1 0 5 2 k Section 2.02. Other Definitions. The terms Bank, Issuer and Security have the meanings assigned to them in the opening paragraph of this Agreement or in the Recitals of the Issuer. The term Paying Agent /Registrar refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, collected funds have been p on behalf of the Issuer, principal of each Security Date or Acceleration Date, Security to the Bank at the the Bank shall, provided adequate rovided to it for such purpose by or pay on behalf of the Issuer the at its Stated Maturity, Redemption to the Holder upon surrender of the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder, preparing the checks and mailing the checks on the payment date, to the Holders of the Securities on the Record Date, addressed to their address appearing on the Security Register. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Transfer and Exchanqe. The Issuer shall keep at the Bank Office a register (herein sometimes referred to as the Security Register) in which, subject to such reasonable written regulations as the Issuer may prescribe (which regulations shall be furnished the Bank herewith or subsequent hereto by Issuer Order), the Issuer shall provide for the registration of Securities and of transfers of Securities. The Bank is hereby appointed Registrar for the purpose of registering Securities and -4- L 0 5 2 k transfers of Securities as herein provided. The Bank agrees to maintain the Security Register while it is Registrar. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. Registrar may request any supporting documentation it feels necessary to effect a re- registration. Section 4.02. Form of Security Register. The Bank as Registrar will maintain the records of the Security Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Securities Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.03. List of Securitv Holders. The Bank will provide the Issuer, at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up -to -date listing or to convert the information into written form. The Bank will not release or disclose the content of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.04. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, cancelled securities -5- L 0 5 2 K certificates in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.05. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an -6- 1 0 5 2 £ agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys and the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent /Registrar, or any other agent. Section 5.05. Moneys Held by Bank. Money held by the Bank hereunder need not be segregated from any other funds provided appropriate trust accounts are maintained in the name and for the benefit of the Issuer. The Bank shall be under no liability for interest on any money received by it hereunder. Any money deposited with the Bank for the payment of the principal, premium (if any) or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liablity of the Bank with respect to such monies shall thereupon cease. -7- 105Zk Section 5.06. Indemnification. The Issuer agrees, to the extent permitted by law, to indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement, Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands or controversy over its persons as well as funds on deposit, in either the District Court of Guadalupe County, Texas, or the United States Federal District Court for the Western District of Texas, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming interest herein. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. 1 0 5 2 K Section 6.09. Effect of Headinqs. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein, or application thereof, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions or applications shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent /Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal and interest of the Securities. This Agreement may be earlier terminated upon sixty (60) days written notice by either party; provided, however, that this Agreement may not be terminated (i) by the Bank until a successor Paying Agent /Registrar that is a -9- 1 0 5 2 k national or state banking institution and a corporation or association organized and existing under the laws of the United States of America or of any State which possesses trust powers and is subject to supervision or examination by a federal or state regulatory agency has been appointed by the Issuer and has accepted such appointment, or (ii) at any time during which such termination might, in the judgment of the Issuer, disrupt, delay, or otherwise adversely affect the payment of the principal, premium, if any, or interest on the Securities. Prior to terminating this Agreement the Issuer may reasonably require the Bank to show that such termination will not occur during a period described in (ii) above. The provisions of Section 1.02 and Article Five shall survive, and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. FIRST CITY NATIONAL BANK OF AUSTIN By -Ai Tit /ess JOHN C- MILLER Ad : 823 Congress �A�ntand irc,;t Oif;c.e\ Austin, Texas 78701 [SEAL] Att t: Title �_ .ii�l�i. � at .Jiu: I. S'E r?�• \�J'��iT. �1i �_ r'Y ri) •�� 1 0 5 2 k —10— CITY OF SCHERTZ, TEXAS By Ti 'Ye: Mayor ' Address: 1400 Live Oak Road Schertz, Texas 78154 [SEAL] Attest: /^ Ti "e: City Secretary -11- 1 0 5 2 K First Cite National Bmik of Austin Trust llivision EXHIBIT A 823 Congress A� enuc, P.O. Box 21 Austin. TX -8768 ( 5 1 2 ) -173- -1800 FULLY REGISTERED BOND SERVICES SCHEDULE OF CHARGES EFFECTIVE JULY 1, 1985 Registrar and Paying Agencies Acceptance Fee None Annual Minimum Charge 700.00 or Bond /Debenture Registrar First 100 registrations (minimum per year) 250.00 Each registration in excess of 100 1.00 Registrations requiring special attention Reviewing legal transfers (each transaction) 10.00 Replacement of lost, stolen or destroyed securities (each transaction) 25.00 Bondholder /Debentureholder Account Maintenance First 100 accounts (minimum per year) 250.00 Each account in excess of 100 .85 Conversion of Bonds /Debentures 1 /10 of 1% of principal amount converted Retirement of Bonds /Debentures For retirement at maturity, or by call as a whole: First 100 Bonds /Debentures (each) 1.50 Next 400 Bonds /Debentures (each) 1.00 Excess over 500 Bonds /Debentures (each) .50 Member First (,it}, Bancorporation of Texas, Inc. For retirement by partial call, tender offer or by purchase: First 100 Bonds /Debentures (each) 2.00 Next 400 Bonds /Debentures (each) 1.50 Excess over 500 Bonds /Debentures (each) 1.00 Registered Interest Disbursement Each check .30 Minimum charge (per interest payment) 100.00 Destruction of Bonds Sorting, listing and destroying (per registered bond) .15 Minimum charge (per destruction) 50.00 Miscellaneous Services Bondholder /Debentureholder list preparation (per account) .04 Bondholder /Debentureholder mailing (per account) .05 I.R.S. Form 1099 preparation and filing (per account) .10 Minimum fee 50.00 Additional Charges The fees shown in this schedule are intended to be minimum fees, and accordingly, are subject to increase if the circumstances attending a particular issue or account so warrant. Additionally, float is not considered when determining fee calculation. TD707/2 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTIES OF GUADALUPE, BEXAR AND COMAL CITY OF SCHERTZ I, the undersigned, City Secretary of the City of Schertz, Texas, DO HEREBY CERTIFY as follows: 1. That on the 25th day of March, 1987, the City Council (the Council) of the City of Schertz, Texas (the City), convened in special session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: Earl W. Sawyer Mayor Ken Greenwald Mayor Pro Tem Charles B. Sharpe Councilmember Hal Baldwin Councilmembe.r Raymond Stanhope Councilmember Adolph Aguilar Councilmember and all of said persons were present at said meeting, except the following: None Among other business considered at said meeting, the attached ordinance (the Ordinance) entitled: AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1987 ", LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT /REGISTRAR AGREEMENT; AND DECLARING AN EMERGENCY. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the Ordinance, a motion was made by Ken Greenwald that the Ordinance be finally passed and adopted. The motion was seconded by 1-1,91 Baldwin_ and carried by the following vote: AYES: 5 NOES: 0 ABSTAINED: 0 all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached Ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the Council on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of the time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled Ordinance, was posted and given in advance thereof in compliance with the provisions of Texas Revised Civil Statutes Annotated Article 6252 -17, as amended. IN WITNESS WHEREOF, I officially and affixed the seal of March, 1987. have hereunto signed my name of the City, this the 25th day City Secretary, City of Schertz, Texas (CITY SEAL) -2- 1 0 6 3 K