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1990B6- LEVY OF AN AD VALOREM TAX ORDINANCE NO. 90-B-6 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CLRTIFICATES OF OBLIGATION, SERIES 1990"; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; 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) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount of $850,000 for the purpose of providing funds for the payment of contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, inc luding (1) purchase of rights-of-way for street improvements, (2) purchase of land for an animal control facility, (3) construction of public works, including construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and construction of a building and acquisition of equipment for a public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed tentatively set in ordinance; and with the City Secretary prior to the date such notice for the passage of this WHEREAS, the City Council hereby finds and determines that all of the certificates of obligation described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: SECTION 1: Authorization DesiGnatiQ.n Principal 6mQJJJ)t - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850,000), to be designated and bear the title of "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990" (the Certificates), for the purpose of paying contractual obligations to be incurred for making permanent public improvements and for other public purposes, including (1) purchase of rights-of-way for street improvements, (2) purchase of land for an animal control facility, (3) construction of public works, including construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and construction of a building and acquisition of equipment for a public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly Texas Revised Civil Statutes Annotated Article 1175, as amended, Texas Revised Civil Statutes Annotated Articles llll through 1l18, inclusive, as amended, the Certificate of Obligation Act of 1971, as amended, Local Government Code Section 271.04l through 271.063, and the Home Rule Charter of the City. SECTION 2: Fully ReGistered ObliGations - Authorized Denominations _ Stated Maturities - Interest Rates - Date. The Certificates are issuable in fully registered form only, shall be dated February 1, 1990 (the Certificate Date) and shall be in denominations of $5,000 or any integral multiple thereof; and the Certificates shall become due and payable on February 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been -2- 305lZ paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while outstanding, In accordance with the following schedule: Year of Stated Maturity Principal Amount ($) Interest Rate (%) 1992 1993 1994 1995 1996 1997 1998 1999 2000 200l 2002 2003 2004 2005 35,000 35,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 65,000 85,000 90,000 90,000 90,000 9.00 9.00 9.00 9.00 . 9.00 9.00 7.00 7.10 7.25 7.25 7.25 7.25 7.25 7.25 SECTION 3: Payment of Certificates Payina Aaent/Reaistrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable 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 such payment of principal of and interest on the Certificates shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Certificates. The Certificates shall bear interest at the per annum rates shown above in Section 2, computed on the basis of a 360-day year of twelve 3D-day months, and interest thereon shall be payable semi-annually on February 1 and August 1 of each year (the Interest Payment Date) commencing February l, 1991, while the Certificates are Outstanding. The selection and appointment of First City, Texas--Austin, N.A., Austin, Texas, to serve as the initial Paying Agent/Registrar for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the principal corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and -3- 305lZ 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 Certificates are Outstanding, and any successor paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a "orporation 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. Such paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and 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 ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States Mail, first-class postage prepaid, which notice shall also give the address of the new paying Agent/Registrar. Both principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, and (ii) on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity. The City and the paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its principal corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record 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. -4- 305lZ If the date for the payment of the principal of, premium, if any, or interest on the Certificates 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 such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment 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. SECTION 4: Redemption. A. QQ.tional Redemption. The Certificates having Stated Maturities on and after February l, 200l shall be subject to redemption prior to Stated Maturity, at the option of the City, on February l, 2000, 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. B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (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 Certificates, 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 Certificates shall be entered in the minutes of the governing body of the City. C. Selection of certificates for less than all Outstanding Certificates of Maturi ty are to be redeemed on a redemption Redemption. If the same Stated date, the Paying -5- 305lZ Agent/Registrar shall select at random and by lot Certificates to be redeemed, provided that if less than entire principal amount of a Certificate is to be redeemed, Paying Agent/Registrar shall treat such Certificate subject to redemption as representing the number Certificates Outstanding which is obtained by dividing principal amount of such Certificate by $5,000. the the the then of the D. Notice of RedempU.Q.!J. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, 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/Exchanae of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or, (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates 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) state the redemption price, (iv) state that the Certificates, 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 the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the principal corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of -6- 305lZ such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. SECTION 5: Execution Reaistration. The Certificates shall be executed on behalf of the City by its Mayor under its seal reproduced )r impressed thereon and attested by its City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper 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 Certificates to the initial purchaser(s), all as authorized and provided in the Bond Procedures Act of 1981, Texas Revised Civil Statutes Annotated Article 7l7k-6, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate 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, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6: Reaistration Transfer Exchanae of ~tificates Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Securi ty Register the name and address of every owner of the Certificates or, if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate 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. -7- 305lZ Upon surrender for transfer of any Certificate at the principal corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the principal corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Certificates to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the principal corporate trust office of the paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates 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. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. -8- 305lZ SECTION 7: Initial Ceetificate(s). The Certificates herein authorized shall be issued initially either (i) as a single fully-registered Certificate in the total principal amount of $850,000 with principal installments to become due and payable as provided in Sect ion 2 and numbered T-l, 0 r (i i) as one (1) fully-registered Certificate for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-l and upward (the Initial Certificate(s)) and, in either case, the Initial Certificate(s) shall be registered in the name of the initiel purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates 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 pursuant to and in accordance with 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 Certificates, 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 Certificates 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 insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and 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 of an opinion C" counsel) thereon as may, consistent herewith, be establisned by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. -9- 305lZ The definitive CSctificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Definitive Certificate. REGISTERED NO. ...... REGISTERED $ ........ united States of America State of Texas Counties of Guadalupe, Comal, and Bexar CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 1990 Interest Rate: Certificate Date: February l, 1990 Stated Maturity: CUSIP NO: REGISTERED OWNER: PRINCIPAL AMOUNT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. DOLLARS The Ci ty of Schertz, Texas (the Ci t y) , a body corporate and municipal corporation in the Counties of Guadalupe, Comal, and Bexar, State of Texas, for value recei ved, acknowledges itself indebted to and hereby promi ses to pay to the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Certificate Date specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 3D-day months; such interest being payable on February 1 and August I of each year commencing February 1, 1991. principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the principal corporate trust office of the -10- 305lZ Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, 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 and interest on this Certificate 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. Interest shall be paid by the Paying Agent/Registrar by check sent on 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 the Holder hereof at the Holder's risk and expense. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $850,000 (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, including (l) purchase of rights-of-way for street improvements, (2) purchase of land for an animal control facility, (3) construction of public works, including construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and construction of a building and acquisition of equipment for a public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services under and in strict conformity with the laws of the State of Texas, particularly Texas Revised Civil Statutes Annotated Article 1175, as amended, Texas Revised Civil Statutes Annotated Articles llll through lll8, inclusive, as amended, the Certificate of Obligation Act of 1971, as amended, Local Government Code Section 27l.04l through 27l.063, and the Home Rule Charter of the City. The Certificates stated to mature on and after February 1, 2001 may be redeemed prior to their Stated Maturities, at the option of the City, on February l, 2000, 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 -ll- 305lZ 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 Holders of the Certificates to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is in 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 hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its principal corporate trust office, a new Certificate or Certificates 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 Certificate (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 Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is 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 Certificate 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 Certificate 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance) being a limited amount of the Net Revenues derived from the operation of the City's combined waterworks and sewer system, such lien on and pledge of Pledged Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Prior Lien Obligations and Junior Lien Obligations (identified and defined in the Ordinance). In the Ordinance, the City reserves and retains the right to issue Additional Prior Lien Obligations, -l2- 305lZ Additional Junior Lien obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obliq'ltions (all as identified and defined in the Ordinance) while the Certificates are Outstanding, without limitation as to principal amount but sUbject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, copies of which are on file in the principal corporate trust 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 and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Additional Prior Lien Obligations, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the righto. duties, and obligations of the City and the paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred at the principal corporate trust office of the paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates 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 hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (i 1i) on any date for a II other purposes, and nei ther the City nor the paying Agent/Registrar, or any such agent of -13- 305lZ either, shall be affected by notice to the contrary. In the event of a non-payment 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 (l5) 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 the issuance of this Certificate 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 issuance of the Certificates does not exceed any constitutional or statutory limitation. In case any provision in this Certificate or any application thereof shall be deemed 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 Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City has caused Certificate to be duly executed under its official seal. this CITY OF SCHERTZ, TEXAS By .......................... . Mayor ATTEST: ......................... . City Secretary (CITY SEAL) -14- 305lZ C. XForm of ReGistration of Public Accounts ~rtificate(s) Only. Certificate of Comptroller to Appear on Initial REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS THE STnTE OF TEXAS ~ ~ ~ ~ REGISTER NO. ............ OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS I HEREBY CERTIFY that examined, certified as to validity General of the State of Texas, Comptroller of Public Accounts of this Certificate has been and approved by the Attorney and duly registered by the the State of Texas. WITNESS my signature and seal of office this ......................... . ............................... . Comptroller of Public Accounts of the State of Texas (SEAL) x Note to Printer: Not to appear on printed Certificates D. Form of Certificate of PayinG Aoent/ReGistrar to Appear on Definitive Certificates Only. This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates 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. FIRST CITY, TEXAS--AUSTIN, N.A., Austin, Texas, as Paying Agent/Registrar Registered this date: .................... . By ............................ Authorized Officer -l5- 305lZ E. Form of Assianment. ASSIGNMENT FOR assigns, and and zip code ............................................................... . VALUE RECEIVED the undersigned hereby sells, transfers unto (print or typewrite name, address, of transferee): .................................. .........................................0.0................... . (Social Security or other identifying number: ................. .. ....... .......) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ............................................................... . attorney to transfer the within Certificate 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 regis- tered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: F. The I~~~ial Certificate(s) shall be in the f~rm set fo~th in ~araar;~h B of ~hiS Section. ex~e~t that he form of a sinal fullY reaistered Initial Certificate shall be modified as follows: (i) immediately under the name Certificate(s) the headings Rate " and "stated Maturity shall both be completed "as shown below"; of the "Interest .. (ii) the first two paragraphs shall follows: read as Registered Owner: principal Amount: The City of Schertz, Texas, a body corporate and municipal corporation in the Counties of Guadalupe, Comal, and Bexar, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner -16- 305lZ named above, or the registered assigns thereof, the Principal Amount specified above stated on the first day of February in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: YEARS OF STATED MATURITY PRINCIPAL AMOUNTS ($) INTEREST RATES----0il (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid C.pon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Certificate Date specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, 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 February 1 and August 1 of each year, commencing February l, 1991. Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the principal corporate trust office of First City, Texas--Austin, N.A., Austin, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate 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 and interest on this Certificate 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. Interest shall be paid 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. G. Insurance Leqend. If bond insurance is obtained by the Purchaser for the Certificates, the Definitive Certificates and the Initial Certificate(s) shall bear an appropriate legend as provided by the insurer. Ordinance provided SECTION 9: !2e.Jinitions. For all purposes of this (as defined below), except as otherwise expressly or unless the context otherwi se requi res: (i) the -17- 305lZ terms defined in this section have the meanings assigned to them in this Section, and certain terms used in Section 27 of this Ordinance have the meanings assigned to them in Section 27 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof", and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. (a) The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable, wholly or in part, from and secured by a pledge of and lien on the Net Revenues of the System on a parity with the pledge of and lien on the Net Revenues of the System securing the payment of the currently outstanding Junior Lien Obligations, all as further provided in Section 20 of this Ordinance, and (ii) obligations issued to refund any of the foregoing. (b) The term Addi tional Limi ted Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other obligations hereafter issued by the City payable, wholly or in part, from a pledge of and lien on Net Revenues of the System, which pledge of revenues is made subject to the limitations imposed by Texas Revised Civil Statutes Annotated Article lll2, as amended, all as further provided in Section 20 of this Ordinance, and (ii) obligations issued to refund any of the foregoing. (c) The term Additional Prior Lien ObI igations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable from and secured solely by a pledge of and lien on the Net Revenues of the System on a parity with the pledge of and lien on the Net Revenues of the System securing payment -l8- 305lZ 305lZ of the currently outstanding Prior Obligations, all as further provided Section 20 of this Ordinance, and obligations issued to refund any of foregoing. Lien in (ii) the (d) The term Cert ificates shall mean the $850,000, "CITY OF SCHERTZ, TEXAS, COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990" authorized by this Ordinance. The Certificates shall be payable from the levy of an ad valorem tax within the limitations prescribed by law, upon all taxable property in the City and from a lien on and pledge of the Pledged Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that are pledged to the payment and security of the currently outstanding Prior Lien Obligations and Junior Lien Obligations or will be pledged to the payment of any Additional Prior Lien Obligations, Additional Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. (e) The term Certificate Fund shall mean the special Fund created and established by the provisions of Section lO of this Ordinance. (f) The term City of Schertz, appropriate, the City City shall mean the Texas, and, where Council of the City. (g) The term Closing Date shall mean the date of physical delivery of the initial Certificates in exchange for the payment in full by the initial Purchaser thereof. (h) The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become de linquent. (i) The term Debt Service Requirement shall mean, as of any particular date of computation, with respect -l9- 305lZ to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. (j) The term Depository shall mean an official depository bank of the City. (k) The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. (I) The term Government Securities, as used herein, shall mean direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the united States of America, which are non-callable prior to the respective Stated Maturities of the Certificates and may be united States Treasury Obligations such as the State and Loca 1 Government Ser ies and may be in book-entry form. (m) The term Gross Revenues for any period sha Ii mean a II revenue during such period in respect or on account of the operation or ownership of the System, excluding refundable meter deposits, restricted gifts, and grants in aid of construction, but including earnings and -20- 305lZ income deposit account payment derived from of money in created and or security of the investmen'- any special fund established for the Certificates. or or the (n) sha II mean appears in certificate. term Holder or Holders registered owner, whose name Security Register, for any The the the (0) The term Interest Payment Date shall mean the date semi-annual interest is payable on the Certificates, being February I and August 1 of each year, commencing February l, 1991. (p) The term Junior Lien ObI igat ions shall mean (i) the currently outstanding and unpaid certificates of obligation of the City, payable from the levy of an ad valorem tax, within the limitations prescribed by law, upon all taxable property of the City and are further payable from and secured by a junior lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that are or will be pledged to the payment of the Prior Lien Obligations and any Additional Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues of the System that are or will be pledged to the payment of any Subordinate Lien Obligations hereafter issued by the City and the Certificates and any Additional Limi ted Pledge Obligations hereafter issued by the City identified as follows: (1) "City of Schertz, Combination Tax and Junior Lien Certificates of Obligation, 1981", dated February I, originally issued in the principal amount of $l50,000; Texas Revenue Series 1981, aggregate (2) "City of Schertz, Texas Combination Tax and Junior Lien Waterworks and Sewer System Revenue Certificates of Jbligation, Series -2l- 305lZ 1983", issued amount dated May 1, 1983, in the aggregate of $1,250,000; and orig ina lly principal (ii) obligations hereafter issued to refund any of the foregoing. (q) The term Maintenance and Operating Expenses shall mean all current expenses of operating and maintaining the System not paid from the proceeds of the Certificates, including (l) the cost of all salaries, labor, materials, repairs, and extensions necessary to render efficient service, but only if, in the case of repairs and extensions, they are, in the judgment of the City Council (reasonably and fairly exercised), necessary to maintain operation of the System and render adequate service cO the City and the inhabitants thereof, or are necessary to meet some physical accident or condition which would ot~erwise impair obligations payable from Nt c Revenues, (2) payments to pension, retirement, health, hospitalization, and other employee benefit funds for employees of the City engaged in the operation or maintenance of the System, (3) payments under contracts for the purchase of water supply, treatment of sewage, or other materials, goods, or services for the system to the extent authorized by law and the provisions of such contract, (4) payments to auditors, attorneys, and other consultants incurred in complying with the obligations of the City hereunder, and (5) any legal liability of the City arising out of the operation, maintenance, or condition of the System, but excluding any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Certificates or other bonds, notes, warrants, or similar obligations of the City payable from Net Revenues. (r) The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. -22- 305lZ (v) The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred by the City, in any given Fiscal Year (however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $l,OOO), to the Certificate Fund. (w) The term Prior Lien Obligations shall mean (i) the currently outstanding and unpaid revenue bonds of the City that are payable from and equally and ratably secured solely by a first lien on and pledge of the Net Revenues of the System identified as follows: (l) "City of Schertz, Texas Uti li ty System Revenue Bonds, Series 1968", dated March l, 1968, originally issued in the aggregate principal amount of $579,000; (2) "City of Schertz, Texas utility System Revenue Bonds, Series 1973", dated April l, 1973, originally issued in the aggregate principal amount of $l65,000; (3) "City of Schertz, Texas utility System Revenue Bonds, Series 1975", dated March I, 1975, originally issued in the aggregate principal amount of $325,000; (4) System dated issued amount "City of Schertz, Texas utility Revenue Bonds, Series 1981", February l, 1981, originally in the aggregate principal of $475,000; (5) "City of Schertz, Texas Utility System Revenue Bonds, Series 1987", dated March l, 1987, originally issued in the aggregate principal amount of $l,020,000; and (ii) any obligations issued to refund such indebtedness. -24- 305lZ Purchaser shall mean or purchasers of the Section 26 of this (x) The term the ini t i a 1 purchaser Certificates named in Ordinance. (y) The term Stated Maturity shall mean the annual principal payments of the Certificates payable on February 1 of each year as set forth in Section 2 of this Ordinance. (z) The term Subordinate Lien ObI igations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and secured by a subordinate lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that are or will be pledged to the payment of the currently outstanding Prior Lien Obligations and Junior Lien Obligations and any Additional Prior Lien Obligations or Additional Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and limited pledge of the Net Revenues of the System that are or will be pledged to the payment of the Certificates and any Additional Limited Pledge Obligations hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing. (aa) The term System shall mean all properties, facilities, and plants currently owned, operated, and maintained by the City for the supply, treatment, transmission, and distribution of treated potable water and the collection, treatment, and disposal of waterborne wastes together wi th a II future extensions, improvements, and additions thereto and replacements thereof, excluding from the foregoing, however, to the extent now or hereafter authorized or permitted by law, facilities of any kind which are declared by the City Council, prior to the acquisition or construction thereof by the City, not to be a part of the -25- System and which are not acquired or constructed by or on behalf of the City with Gross Revenues of the System or any part thereof or wi th proceeds f rom the issuance of obligations of the City which are payable from Gross Revenues of the System or any part thereof. SECTION 10: ~rtificate Fund: Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there shall be and is hereby created a special Fund to be designated "SPECIAL COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990, INTEREST AND SINKING FUND" (the Certificate Fund), which Fund shall be kept and maintained at the City's Depository, and money deposited in the Certificate Fund shall be used for no other purpose and shall be maintained as provided in Section 27. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be placed in time deposits or certificates of deposit, as permitted by the provisions of the Public Funds Investment Act of 1987, as amended, Texas Revised Civil Statutes Annotated Article 842a-2, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by law, including investments held in book-entry -26- 305lZ form, in securities including, but not limited to, direct obligations of the united States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United states of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in the Certificate Fund shall be credited to, and any losses debi ted to, the Certi f icate Fund. All such investments sha II be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION ll: Tax Le.YY. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of. collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council the annual tax rate and passes an ordinance levying taxes each year, the City Council shall determine: establishes ad valorem -27- 305lZ (l) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Da~e for the taxes then to be levied and tae Collectiol. Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on depose.. in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, to be appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annua lly each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (l) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12: Pledae of Pledaed Revenues. The City hereby covenants and agrees that, subject to any prior lien on and pledge of the Net Revenues of the System to the payment and security of any outstanding Prior Lien Obligations and Junior Lien Obligations, and any Additional Prior Lien Obligations, Additional Junior Lien Obligations, and Subordinate Lien Obligations hereafter issued by the City, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates or any Additional Limited Pledge Obligations hereafter issued by the City, and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. -28- 305lZ SECTION 13: System FunQ. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts, and money of the Ci ty and sha II be depos i ted as collected into the "CITY OF SCHERTZ WATERWORKS AND SEWER SYSTEM FUND" (the System Fund). All money deposited in the System Fund shall be pledged and appropriated to the extent required for the fOllowing purposes and in the order of priority shown: Ft~st: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; Second: to the payment of the amounts that may be deposi ted in the speci a I funds and accounts established for the payment, security, and benefit of the Prior Lien Obligations and any Additional Prior Lien Obligations hereafter issued by the City; Ihi rd: to the payment of the amounts that may be deposited in the special funds and accounts established for the payment, security, and benefit of the Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City; Fourth: to the payment of the amounts that may be deposited in the special funds and accounts established for the payment, security, and benefit of the Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City; and Fifth: to the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the Certificates or any Additional Limited Pledge Obligations hereafter issued by the City. Any Net Revenues satisfying the foregoing sufficient provision for remaining in payments, or the payment, the System Fund after making adequate and security and benefit 305lZ -29- repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herei.n shall be construed as preventing the City from doing so. SECTION l7: Rates aQd Char~es. The City hereby covenants and agrees ith the Holders of the Certificates that rates and charges for water and sewer services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. the System; to pay all Maintenance and Operating Expenses of B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i) the interest on and principal of the currently outstanding Prior Lien Obligations and any Additional Prior Lien Obligations hereafter issued by the City, as the same becomes due and payable and the amounts required to be deposited in any special Fund created and established for the payment, security, and benefit thereof, (ii) the interest on and principal of the Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special Fund created and established for the payment, security, and benefit thereof, (iii) the interest on and principal of any Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special Fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special Funds established for the payment of the Certificates and any Additional Limited Pledge Obligations hereafter issued by the City; and payable l'en on C. to pay other from the Net Revenues the System or the Net legally incurred of the System and/or Revenues thereof. indebtedness secured by a SECTION l8: Records and Ac~nts - Annual Audit. The Ci ty further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided -3l- 305lZ by Texas Revised Civil Statutes Annotated Article lll3, as amended, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of Certified Public Accountants. Copies of each annual audit shall be furnished to the Executive Director of the Municipal Advisory Council of Texas at his office in Austin, Texas, and, upon written request, to the original purchaser of the Certificates and any subsequent holder thereof. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19: R~medigs in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20: ~~UQnce of AddLtional Pri~____~u Qpliaations. Additional Junior Lien Obliaations. Subordin~ Lien Obliaations. and Additional Limited Pledae Obliaations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Prior Lien Obligations secured by a lien on and pledge of the Net Revenues on a parity with the lien securing payment of the currently outstanding Prior Lien Obligations; -32- 305lZ B. Additional Junior Lien Obligations secured by a lien on and pledge of the Net Revenues on a parity with the lien securing payment of the currently outstanding Junior Lien Obligations; C. Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System that is subordinate and inferior to the lien on and pledge of the Net Revenues of the System that are or will be pledged to the payment of the currently outstanding Prior Lien Obligations and Junior Lien Obligations and any Additional Prior Lien Obligations or Additional Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and limited pledge of the Net Revenues of the System that are or will be pledged to the payment of the Certificates and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additiona 1 Limi ted Pledge a limited pledge on the Net Revenues provisions of the following paragraph. Obligations secured by in accordance wi th the Additional Prior Lien Obligations, Additional Junior Lien Obligations, or Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the Holders of Cert i f icates) upon such terms and condi t ions as the Ci ty may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance to be budgeted and appropriated for the payment of the Certificates. However, the pledge of and lien on the Pledged Revenues of the System securing the payment of any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any outstanding Prior Lien Obligations or Junior Lien obligations, or any Additional Prior Lien Obligations, Additional Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. SECTION 2l: Special further covenants that: Covenants. The City hereby A. it has the lawful power to pledge Revenues supporting the Certificates and has lawfully said powers under the laws of the State of Texas, power existing under Texas Revised Civil Statutes Article ll75, as amended, Texas Revised Civil the Net exercised including Annotated Statutes -33- 305lZ Annotated Articles llll through lll8, inclusive, as amended, the Certificate of Obligation Act of 1971, as amended, Local Government Code Section 271. 04l through Section 271. 063, and the City's Home Rule Charter; B. other than for the prior Lien Obligations, Junior Certificates, the Net Revenues of manner been pledged to the payment the City or of the System; payment of any outstanding Lien Obligations, and the the System have not in any of any debt or obligation of C. as long as any Certificates or any interest thereon remain Outstanding, the City will not sell, lease or encumber (except in the manner provided in Section 20 of this Ordinance) the System or any substantial part thereof, provided that this covenant shall not be construed to prohibit the sale of such machinery, or other properties or equipment which has become obsolete or otherwise unsuited to the efficient operation of the System; and D. to the extent that it lega lly may, the Ci ty further covenants and agrees that, so long as any of the Certificates, or any interest thereon, are Outstanding, no franchise shall be granted for the installation or operation of any competing waterworks and sewer systems other than those owned by the City, and the operation of any such systems by anyone other than the City is hereby prohibited. SECTION 22: Applicat.ion of tll.e...--. Covenants aM ~reements of the Prior Lien Obliaations and Junior Lien Obliaations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the currently outstanding Prior Lien Obligations and Junior Lien Obligations and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the currently outstanding Prior Lien Obligations, the provisions, agreements, and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the owners of the currently outstanding Prior Lien Obligations and Junior Lien Obligations. -34- 305lZ SECTION 23: Notices to Holders; Waiver. this Ordinance provides for notice to Holders of such notice shall be sufficiently given (unless herein expressly provided) if in writing and sent States Mail, first-class postage prepaid, to the each Holder as i' appears in the Security Register. Wherever any event, otherwise by Uni ted address of 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 Holders. 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 respect to which such notice is given, and such wa i ver shall be the equi va lent of such notice. Wa i vers 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 24: ~ancellation. All Certificates surrendered for payment, 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 Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25: Mutilat~~~troYed. Lost. and Stol~n Certificates. If (1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, 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 Certificate 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 Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and -35- 305lZ principal amount, outstanding. bearing a number not contemporaneously In case any such mutilated, Certificate has become or is about the City in its discretion may, Certificate, pay such Certificate. destroyed, lost, or stolen to become due and payable, instead of issuing a new Upon the issuance of any new Certificate 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 expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, dest royed, lost, or sto len Cert i f icate sha II 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 Certificates. 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 Certificates. SECTION 26: Sale of the Certificates; Use of Proceeds. The sale of the Certificates to Knibbe Financial Group. Inc. and Southwest Securities. Inc.. Jt. Manavers (the Purchaser and having all the rights, benefits, and Obligations of a Holder) at the price of par, plus accrued interest to the date of delivery, plus a premium of -0- or less a discount of -0- is hereby confirmed. Delivery of the Certificates shall be made to the Purchaser as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of sale. Proceeds from the sale of the Certificates shall be applied as follows: (l) Accrued interest and premium, if any, received from the Purchaser shall be deposited into the Certificate Fund. (2) The balance of the proceeds derived from the sale of the Certificates (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of -36- 305lZ 305lZ (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, but excluding Tax-Exempt Obligations. "Issue Price" means the aggregate initial offering price of each Stated Maturity of the Certificates to the public, at or below which a substantial amount of each Stated Maturity of tho Certificates were sold to the public, includi accrued interest and premium or discount, if any. For purposes of thi s def ini tion, the term "public" does not include (a) the Purchaser, (b) members of the syndicate, if any, managed by the Purchaser, or (c) any bondhouses, brokers, dea lers, and simi la r persons or organizations acting in the capacity of underwriters or wholesalers. "Net Proceeds" means the original proceeds of the Cert i f icates, less amounts depos i ted to any reasonably required reserve or replacement fund. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Purchase means Price" Investment Property of any (1) if a United States Treasury obligation acquired directly from the United States Treasury, the amount paid therefor, (2) if a certificate of deposit issued by a commercial bank, the bona fide bid price quoted by a dealer who maintains an active secondary market in such certificates of deposit, and (3) otherwise, generally the mean of the bid price and the offered price therefor on an established market on the day on which such Investment Property is purchased or contracted for or, if there are no bid prices and offered prices on such date, on the first day preceding such date for which there are bid prices and offered prices. "Rebatable Arbitrage" has the meaning set forth in Temporary Regulation Section l.l48-2T. -38- "Temporary Regulations" mean Temporary Treasury Regulations Sections 1.148, 1.149, and 1.150 as the same shall be amended or promulgated as final Treasury Regulations effective as of the closing date for the Certificates (the "Closing Date"). "Tax-Exempt ObI igations" mean (i) obligations the interest on which is excludable from the gross income of any owner thereof under section l03 of the Code and is not an item of tax preference under section '7 of the Code, including any beneficial interest in a trust, the assets of which consist exclusively of such obligations, but excluding shares in any mutual fund which is invested in such obligations, unless such fund is a qualified regulated investment company, and (ii) one-day certificates of indebtedness issued by the United States Treasury pursuant to the Demand Deposit State and Local Government Series Program. "Yield" of (l) any set forth 1.148-2T, and Investment Property has the meaning in Temporary Regulation Section (2) the Certificates has the meaning set forth in Temporary Regulation Section l.l48-3T. 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 Certificate 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 Certificate, the City shall comply with each of the specific covenants in this Section. C. No privat.e Use or Private Payments. Except as permitted by section l41 of the Code and the regulations and rulings thereunder, the City shall, at all times prior to the last Stated Maturity of the Certificates, -39- 305lZ (l) 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 (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 a charge or other payment merely as a member of the general public 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 14l 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 (l) 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 Hiaher Yield. Except to the extent permitted by section l48 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the final stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds in any Investment Property (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investment property acquired with Gross Proceeds (or with money replaced thereby) whether then held or previously disposed of, exceeds the Yield of the Certificates. F. NQ.t FederallY Guaranteed. Except to the extent permitted by section l49(b) of the Code and the regulations and rulings thereunder, the City shall not take or omit to take any -40- 305lZ action which would cause the Certificates to be federally guaranteed within the meaning of section l49(b) of the Code and the regulations and rulings thereunder. G. InformatiQ.n 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. H. Reba.~QL-.A.Lbi tI.i1..9.e----.EJ;:p.Lits. Except to the extent otherwise provided in section l48(f) of the Code and the regulations and rulings thereunder or except to the extent the City complies with Subsection J. of this Section: (l) 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, expendi tures, and investments thereof) and shall retain all records of such accounting for at least six years after the day on which the last Outstanding Certificate is discharged. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and exppnditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate or cause to be calculated by a nationally recognized accounting, financial advisory firm, or financial institution, in accordance with rules set forth in sect ion l48 (f) of the Code and the regulations, Temporary Regulations, and rulings thereunder, the Rebatable Arbitrage. The City shall maintain such calculations with the official transcript of the proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchaser 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 Certificate Fund or its general fund, as permitted by applicable statute, regulation, or opinion of the Attorney General of the State of Texas, -41- 305lZ 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. (4) The City shall exercise reasonable diligence to assure that no errors are made in the c"lculations 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 Correction Amount as described in Temporary Regulation Section 1.148-lT(c)(2), including any penalty related thereto. 1. Not to Divert Arbitraoe Profits. Except to the extent permitted by section l48 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 Certificates enCer 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 Certificates not been relevant to either party. J. No RebaJ;e Reou ired. The with the covenants and duties imposed Subsection H. of this Section if City need not comply by the provisions of (l) the City is a governmental unit with general taxing powers; and used (2) all for 95% of the Net Proceeds of the Certificates income f rom the investment thereof wi II be 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 Certificates are issued (including the Certificates but excluding obligations to be redeemed with proceeds of the Certificates within 90 days after the date on which the Certificates are to be issued) is not reasonably expected ) exceed $5,000,000; and (4) the City otherwise satisfies the requirements of paragraph (4) (c) of section l48(f) of the Code and the regulations and rulings thereunder. 305lZ -42- K. Q]ulified hereby designates the obligations for purposes Tax-E~t Oblioations.. The City Certificates as qualified tax-exeff~t of section 265(b) of the Code. SECTION 28: Control and Custody of CertificM.e.s.. 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 and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchaser. Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, City Attorney or Director of Finance, either or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, 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 Certificate to the Purchaser and the initial exchange thereof for definitive Certificates. SECTION 29: Satisfaction of Obliaation of City. If the City shall payor cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together wi th a II interest due thereon, sha 11 have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (i i) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay 305lZ -43- when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof 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. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof) . Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the Stated Maturity, or applicable redemption date, of the Certificates such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. SECTION 30: Printed QQinion. The Purchaser's obligation to accept delivery of the Certificates is subject to its being furnished a final opinion of Fulbright & Jaworski, Attorneys at Law, approving certain legal matters as to the Certificates, said opinion to be dated and delivered as of the date of initial delivery and payment for such Certificates. Printing of a true and correct copy of said opinion on the reverse side of each of said Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 3l: CUSIP Numbe.li. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. 3051Z -44- SECTION 32: Effect of Headi~. The herein are for convenience only and shall construction hereof. Section headings not affect the SECTION 33: QLdinance a Contract: Amendments OutstaDdino Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permi t ted in th s Section. The Ci ty may, wi thout 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 Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (l) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34: Benef i ts of Ordinance. Nothing in thi s Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, 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, Bond Counsel, and the Holders. SECTION 35: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which 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 ordained herein. SECTION 36: Governina Law. This Ordinance construed and enforced in accordance with the laws of of Texas and the united States of America. sha II 'le the State -45- 305lZ PASSED AND ADOPTED on the 20th day of February, 1990. CITY OF ATTEST: -) ~ 'i!JA "'-- '-<t..9-.... Ci ty Secret ry . (CITY SEAL) 305lZ -47- .. ~ ,.. "'IR~CI1y,TExAS" FfR\T erry BA.'\,iCORPORA1l0('" Of TEXAS . AU~lin p() B".'\ 21T AU'>!I11. '1'\ -,"'-hr; IS \.2 I !-~ 11'\()1I Trust Division EXHIBIT A FULLY REGISTERED BOND SERVICES SCHEDULE OF CHARGES EFFECTIVE JULY I, 1985 Registrar and Paying Agencies Acceptance Fee Annual Minimum Charge Bond/Debenture Registrar First 100 registrations (minimum per year) Each registration in excess of 100 Registrations requiring special attention Reviewing legal transfers (each transaction) Replacement of lost, stolen or destroved securities (each transaction) Bondholder/Debentureholder Account Maintenance First 100 accounts (minimum per year) Each account in excess of 100 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) Next 400 Bonds/Debentures (each) Excess over 500 Bonds/Debentures (each) RECEIVED NQV 0 8 1931 None 400.00 or 150.00 1.00 10.00 25.00 150.00 .85 4.80 1.00 .50 - For retirement by partial call, tender offer or bv purchase: First 100 Bonds/Debentures (each) Next 400 Bonds/Debentures (each) Excess over 500 Bonds/Debentures (each) 4.80 I. 50 1.00 Registered Interest Disbursement - Each check Minimum charge (per interest pavment) .30 50.00 Destruction of Bonds Sorting, listing and destroving (per registered bond) Minimum charge (per destruction) .15 25.00 Miscellaneous Services - Bondholder/Debentureholder list preparation (per account) Bondholder/Debentureholder mailing (per account) I.R.S. Form 1099 preparation and filing (per account) Minimum fee .04 .05 .10 25.00 - Additional Charges - The fees shown in this schedule are intended to be minimum fees, and accordinglv, are subject to increase if the circumstances attending a particular issue or account so warrant. - . .. .. TD707/2 RAUSCHER PIERCE REFSNES, INC. February 28, 1990 Ms. June G. Krause City Secretary City of Schertz Post Office Drawer I Schertz, Texas 78154 Re: $850,000 Sold: CITY OF SCHERTZ, TEXAS Combination Tax and Limited Pledge Rcvenue Certificates of Obligation, Series 1990 Tuesday, February 20, 1990 Dear June: In accordance with the above-referenced Issue, please find cnclosed herewith thc following: 1. Executcd copies of all documents signed at thc meeting on February 20, 1990. A complete Transcript of Proceedings will be forwarded to you for thc City's permanent records upon approval of the Attorney Gcncral of the State of Texas. 2. The original Official Bid Form of each of the bidders. We lcft the Official Bid Form and Good Faith Check in the amount of $17,000.00 of Knibbe Financial Group, Inc., Purchaser of the Certificates, with you at the February 20th meeting. 3. Tabulation of Bids. 4. Debt amortization schedules, on an annual and semi-annual basis, for the City's files. If you have any questions or require additional information, please do not hesitate 10 contact mc, and with kind personal regards and bcst wishcs, I remain, Yours truly, ~ :"'''''I''cl' Vice President TMNrgj Enclosures cc: Mr. Kerry R. Sweatt City Manager City of Schertz 1600 NCNB Plaza, 300 Convent. San Antonio, Texas 78205 . (SI2) 225-6611 Member New York Stock Exchange, Inc. CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS ~ ~ ~ ~ ~ ~ COl1'lTIES OF GUADALUPE, _OMAL, AND BEXAR CITY OF SCHERTZ THE UNDERSIGNED HEREBY CERTIFIES that: 1. On the 20th day of February, 1990, the City Council (the Council) of the City of Schertz, Texas (the City) convened in regular session at its regular meeting place in the City Hall of the City (the Meeting), the dUly constituted members of the Council being as follows: Earl W. Sawyer Harold D. Baldwin Ken Greenwald Earl P. Hartzog Mary A. Marsh Barbara L. Stanhope Mayor Mayor Pro Tern Councilmember Councilmember Councilmember Councilmember and all of such persons were present at the Meeting, except the following: Hr7l?ni-a n RAL.chu'A/ , thus constituting a quorum. Among other business considered at the Meeting, the attached ordinance (the Ordinance) entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990"; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; 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 Councilmember A1Ar<.'1. 11. /11itr<C::O that the Ordinance be finally passed and adopted. The motion was seconded by Councilmember K("/V G-Rl"'l"'lI/wlrL-ci and carried by the following vote: q voted "For" o voted "Against" o abstained all as shown in the official Minu;.2S of the Council for the Meeting. 2. 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 of the City on the date of the 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 Ordinance would be considered; and the Meeting and deliberation of the aforesaid public business, including the subj ect of the Ordinance, was posted and given in advance thereof in compliance with the provisions of Texas Revised Civil Statutes Annotated Article 6252-l7, as amended. IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the City, this 20th day of February, 1990. City S cretary, City of Schertz, Texas (SEAL) -2- 3052Z GENERAL CERTIFICATE CITY OF SCHERTZ ~ ~ ~ ~ ~ ~ THE STATE OF TEXAS COUNTIES OF GUADALUPE, COMAL, AND BEXAR THE UNDERSIGNED HEREBY CERTIFY that: 1. The City Counci I of the City of Schertz, Texas (the Ci ty) has authorized the j -suance of the "CITY OF SCHERTZ, TEXAS COMBINATION TAX Ai J LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990", dated Febraury 1, 1990, in the aggregate principal amount of $850,000 (the Cert ificates), authorized by an ordinance passed and adopted on the 20th day of February, 1990 (the Ordinance). 2. The total principal amount of outstanding indebtedness of the City, payable, in whole or in part, from taxes levied under and pursuant to Article XI, Section 5 of the Texas Constitution, including the Certificates, is as follows: OUTSTANDING TAX OBLIGATIONS ..... $ 2,005,000 THE CERTIFICATES ................ 850,000 TOTAL INDEBTEDNESS ......... $ 2,855,000 A schedule of indebtedness of the City payable, in whole or in part, from taxes is attached hereto as Exhibit A and made a part of this certificate for all purposes. 3. A debt service requirement Certificates is attached hereto as Exhibit B this certificate for all purposes. schedule for the and made a part of 4. The City is a duly incorporated home rule city, having more than 5,000 inhabitants, operating and existing under the laws of the State of Texas and the duly adopted Home Rule Charter of the City, which Charter was last amended pursuant to a charter amendment election held May 6, 1989. 5. as follows: The members of the City Council of the City are Earl W. Sawyer Harold D. Baldwin Ken Greenwald Earl P. Hartzog Mary A. Marsh Barbara L. Stanhope Mayor Mayor Pro Tem Councilmember Councilmember Councilmember Councilmember 6. and acting Kerry R. Sweatt is the duly appointed, qualified, ity Manager of the City. 7. June G. Krause is the duly appointed, qualified, and acting City Secretary of the City. 8. The assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1989, which have been duly approved and are the latest official assessment of taxable property in the City, is as fo llows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY... $289,382,870 9. The current rates and charges for water and sewer services furnished by the City's Waterworks and Sewer System are as set forth in Exhibit C and made a part of this certificate for all purposes. lO. A schedule of the Gross Revenues, Maintenance and Operating Expenses, and Net Revenues of the System (as shown by the records of the City) for the last five Fiscal Years is attached as Exhibit D and made a part of this certificate for all purposes. II. All of the meetings held by the City Council pursuant to which any proceedings were passed, adopted, and approved in connection with the Certificates were meetings open to the public for which public notice had been given, all as required by law and particularly Texas Revised Civil Statutes Annotated Article 6252-l7, as amended. 12. No Net Revenues, including the Pledged Revenues, of the System are pledged or encumbered to the payment of any debt or obligation of the City or the System, except in connection with the currently outstanding Prior Lien Obligations, Junior Lien Obligations, and the Certificates. 3053Z -2- 13. The City is not in default as to any covenant, condition, or obligation in connection with the currently outstanding Prior Lien Obligations or Junior Lien Obligations or the ordinances authorizing their issuance, and each of the special funds or accounts, if any, established by these ordinances contains the amount now required to be on deposit in such fund or account. 14. No pet it ion signed by at least 5% of the qualified electors of the City has been filed with the Mayor, the City Secretary, any member of the City Council of the City, or any other officer of the City protesting the issuance of the Certificates or requesting a referendum election on the question of their issuance and sale. 15. The Lien Obligations, Revenues, Pledged System, as used in as in the Ordinance. terms Fiscal Year, Gross Revenues, Junior Maintenance and Operating Expenses, Net Revenues, Prior Lien Obligations, and this certificate, have the same meanings 16. This certificate is made for the benefit of the Attorney General of The State of Texas in connection with his examination into and the approval of the Certificates. WITNESS OUR HANDS AND THE SEAL OF THE CITY OF SCHERTZ, TEXAS, this 20th day of February, 1990. CITY OF SC~EXAS ~~ MaYO~~ ...~) ~ 7;: dE, See etHY .., ^- (CITY SEAL) 3053Z -3- EXHIBIT a. DEBT SERVICE SCHEDULE 3053Z -5- EXHIBIL.C. WATER AND SEWER RATES WATER RATES (Monthly Billing) OLD RATES Effective 12-18-84 NEW RATES Effective 3-18-87 Residential and Commercial: 5/8" Service First 3.000 Gallons $ 4.50 (Min.) $ 6.00 (Min.) Over 3.000 Gallons .84IM 1.01IM 3/4" Service First 5.000 Gallons $ 7.00 (Min.) $ 9.31 (Min.) Over 5.000 Gallons .84IM 1.01/M 1 to Service First 7.000 Gallons $ 8.00 (Min.) $10.64 (Min.) Over 7.000 Gallons .84IM 1.01/M 1.112" Service First 10.000 Gallons $11.00 (Min.) $14.63 (Min.) Over 10.000 Gallons .84IM 1.01/M 2" Service First 18.000 Gallons $20.00 (Min.) 526.60 (Min.) Over 18.000 Gallons .S4IM 1.01/M 4" Service First 24.000 Gallons $26.50 (Min.) $35.25 (Min.) Over 24.000 Gallons .S4IM 1.01IM S" Service First 32.000 Gallons 542.00 (Min.) $55.86 (Min.) Over 32.000 Gallons .84IM 1.01IM Rales Outside the Comorate Umits of the Ci!v: (Effective 8-4-87) The uniform monthly rate charged to persons living outside the corporate limits of the City shall be 200% of that charged to persons living within the corporate limits of the City. 3053Z -6- EXHIBIT C (cont.) WATER AND SEWER RATES SEWER RATES (Monthly Billing) NEW RATES Rates Effective November 17.1987: Sim!le-Familv Residence: Base Rate User Charge $3.25 Each single-family residential user of the sewer system shall be assessed a monthly rate based on 100% of the user's average water consumption as computed for each cycle as follows: Cycle 1 - November 29- February 29 Cycle 2 - December 4-March 4 Cycle 3 - November 22-February 22 Cycle 4 - December 11-March 11 $1.40 shall be assessed for each 1.000 gallons. Business and Multi-Familv Dwellin2 Units: Base Rate User Charge $4.25 per connection equivalent per month. $1.43/M Public Schools: Base Rate User Charge $4.25 per connection equivalent $1.43/M -7- 3053Z EXHIBIT D OPERATIONS RECORDS UTIU1Y SYSTEM OPERATING STATEMENT Fiscal Year Ended 1989 1988 1987 1986 1985 Revenues $1,815,154 $1,902,962 (1) $1,414,895 $1.398.375 $1,281,983 Expenses Sewer Contract $ 405,509 $ 418,686 $ 327,752 $ 357,772 $ 352,134 Other 639.781 647.697 699.638 581.375 463.671 Total $1,045,290 $1,066,383 $1,027,390 $ 939,147 $ 815,805 Available for Debt Service $ 769,864 $ 836,579 $ 387,505 $ 459,228 $ 466,178 Annual Debt Service Reqmt $ 221,286 $ 221,198 $ 167,486 $ 133,773 $ 136,748 Coverage on Revenue Bonds 3.48X 3.78X 2.31X 3.43X 3.41X CUstomer Count Water 3,856 3,692 3,498 3,208 2,877 Sewer 2,904 2,662 2,639 2,333 2,231 (1) Includes $312,807 recovery from lawsuit. -8- 3053Z SIGNATURE AND NO-LITIGATION CERTIFICATE COUNTIES OF GUADALUPE, COMAL, AND BEXAR ~ ~ ~ ~ ~ ~ THE STATE OF TEXAS CITY OF SCHERTZ THE UNDERSIGNED HEREBY CERTIFY that: 1. This certificate is executed reference to the "CITY OF SCHERTZ, TEXAS LIMITED PLEDGE REVENUE CERTIFICATES OF 1990", dated February l, 1990, in the amount of $850,000 (the Certificates). and delivered with COMBINATION TAX AND OBLIGATION, SERIES aggregate principal 2. The Certificates have been duly and officially executed by the undersigned Mayor and City Secretary with their manual or facsimile signatures in the manner appearing hereon, and the undersigned Mayor and City Secretary hereby adopt and ratify their respective signatures in the manner appearing on each of the Certificates in manual or facsimile form, as the case may be, as their true, genuine, and official signatures. 3. On the date of such execution and on hereof, the undersigned were and are the duly qualified, and acting officers indicated therein and are authorized to execute the same. the date chosen, were and 4. The legally adopted, proper, and official corporate seal of the City of Schertz, Texas is impressed, imprinted, or lithographed on all of the Certificates and is impressed on this certificate. 5. No litigation of any nature is now pending or, to our knowledge, threatened restraining or enjoining the issuance and delivery of the Certificates or the levy and collection of taxes or pledge of revenues to pay the principal of and interest on the Certificates, or in any manner questioning the proceedings and authority under which the same is made or affecting the validity of the Certificates thereunder; neither the corporate existence or boundaries of the City nor the title of the present officers to their respective offices is being contested; and no authority or proceedings for the issuance of the Certificates have been repealed, revoked, or rescinded. EXECUTED AND DELIVERED this (CITY SEAL) OFFICIAL TITLE Mayor, City of Schertz, Texas L..,. -'/ / ,/ City Secretary, City of Schertz, Texas The signatures of the officers subscribed above are hereby certified to be true and genuine. gg.~I\A Guam"",,", JgiERTZ BANK & TRUST Schertz, Texas BVi. (B~..- ByQ~___. ~!~ Auth rized Officer Executive Secretary - 2(22(90 (BANK SEAL) -2- 3054Z CERTIFICATE AS TO OFFICIAL STATEMENT THE STATE OF TEXAS ~ ~ ~ ~ ~ ~ COUNTIES OF GUADALUPE, COMAL, AND BEXAR CITY OF SCHERTZ THE UNDERSIGNED HEREBY CERTIFY to the best of our knowledge and belief that: 1. The descriptions and statements of or pertaining to the City of Schertz, Texas (the Ci ty) contained in its Official Statement dated January 16, 1990, and any addenda, supplement, or amendment thereto relating to the "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990", dated February 1, 1990, in the aggregate principal amount of $850,000 (the Certificates, on the date of such Official Statement, on the late of sale and the acceptance of the best bid for the Certificates, and on the date of delivery thereof, were and are true and correct in all material respects. 2. Insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material . fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3. Insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable, and the City has no reason to believe that they are untrue in any material respect. 4. There has been no material adverse change in the financial condition of the City since September 30, 1989, the date of the last financial statements of the City appearing in the Official Statement. WITNESS OUR HANDS AND THE SEAL OF THE CITY OF SCHERTZ, TEXAS, on this ;;:;:~~ A~ES:r: . / .}.I;AO ~""Q ~ty Se~retary (CITY SEAL) -2- 3055Z PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of February 20, 1990 (this Agreement) is between the City of Schertz, Texas (the Issuer) and First City, Texas--Austin N.A., Austin, Texas, a national banking association duly organized and existing under the laws of the united States of America (the Bank). RECITALS OF THE ISSUER The Issuer has duly authorized and provided for the issuance of its "CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990" (the Secur it i es) in the agg reg ate principa 1 amount of $850,000 to be issued as registered securities without coupons; 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 l.Ol. Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities, in order to pay, when due, the principal, premium (if any), and interest on all or any of the Securities to the Holders of the Securities. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. The Bank hereoy accepts its appointment, and agrees to act as, the Paying Agent and the 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 the Issuer on or before ninety (90) days prior to the close of the Fiscal Year of the Issuer and which 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 2.0l. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms, whenever the same appears herein without qualifying language, are defined to mean as follows: Acceleration Date of 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 ordinance to which Secretary delivered Resolut ion means the resolution, order, or of the governing body of the Issuer pursuant the Securities are issued, certified by the or any other officer of the Issuer, and to the Bank. Fiscal Year means the fiscal year of the Issuer. -2- 3056Z 3056Z Holder and Security Holder Person in whose name a Security is Security Register. each means a registered in the Issuer Request and Issuer Order means written request or order signed in the name of Issuer by the Mayor or the City Secretary of the Council of the Issuer and delivered to the Bank. a the City Legal Hal iday 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 Bond to be redeemed redemption pursuant Resolution. when used means the to the with date terms respect to fixed for of the any such Bond 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 by the Bank on behalf of the registration of Securities Securities. a register maintained Issuer providing for the and of transfers of Stated Maturi ty means the date specified in the Bond Resolution as the fixed date on which the principal of a Security is scheduled to be due and payable. -3- Section 2.02. Qther Definitions. The terms "Bank", meanings assigned to them Agreement or in the Recitals "Issuer", and "Security" in the opening paragraph of the Issuer. have of the this The term "Paying in the performance of Agreement. Agent/Registrar" the duties and refers to functions the Bank of this ARTICLE THREE PAYING AGENT Section 3.01. ~t~s of Payina Aaent. 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 principal of each Security at its Stated Maturity, Redemption Date, if any, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at 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 Dat~. The Issuer hereby instructs the Bank principal of and interest on the Securities specified in the Bond Resolution. to pay at the the dates ARTICLE FOUR REGISTRAR Section 4.0l. Transfer and Exchanae. The Issuer shall keep at the Bank Office a register (the Securi ty Register) in which, subject to such reasonable wri tten 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 the Securities and for transfers of Securities. The Bank is hereby appointed Registrar for the purpose of registering Securities and transfers of Securities -4- 3056Z 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 are-registration. Section 4.02. Form of Security Reaister. 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 form or in written form Securi ties Register may be any other form capable of within a reasonable time. maintained in written being converted into Section 4.03. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of any 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, court order, or as required by law. 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 wi II , determines, surrender to or in exchange for which which have been paid. at such reasonable intervals as it the Issuer Securities in lieu of which other Securities have been issued or -5- 3056Z 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 Section 3.01 and Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01. ARTICLE FIVE THE BANK Section 5.0l. Duties of Bank The Bank herein and agrees thereof. undertakes to perform the duties set forth to use reasonable care in the performance Section 5.02. Reliance on Documents. Etc. of the therein, (a) The Bank may conclusively rely, as to statements and correctness of the opinions on certificates or opinions furnished to the the truth expressed 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 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, -6- 3056Z 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 counselor 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 and perform any through agents or Bank may exercise any of the powers hereunder duties hereunder either directly or by or attorneys of 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 responsibility 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. Money Held by Bank. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of money received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. 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 held by the Bank and di sposed of only in accordance wi th Ti t le 6 of the Proper Code (Unclaimed Property). -7- 3056Z The Bank will comply with the reporting provisions of Chapter 74 of the Property Code wi th respect to property that is presumed abandoned under Chapter 72 or Chapter 75 of the Property Code or inactive under Chapter 73 of the Property Code. Section 5.06. Indemnification. The Issuer agrees, to the extent it legally may, 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 ag ree 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. Section 5.08. Depositorv Trust Comoany. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective August l, 1987, which establishes requirements for securities to be eligible for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.0l. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. -8- 3056Z Section 6.02. Assianment. 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. Section 6.04. Effect of Headinas. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assians. All covenants and agreements shall bind its successors and assigns, not. herein by the Issuer whether so expressed or Section 6.06. Separability. 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 Aareement. 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 Aareement. This Agreement and the Bond Resolution constitute entire agreement between the parties hereto relative to Bank acting as Paying Agent/Registrar for the Securities, if any conflict exists between this Agreement and the Resolution, the Bond Resolution shall govern. the the and Bond 3056Z -9- Section 6.09. Counterparts. This Agreement may be counterparts, each of which shall of which shall constitute one and executed in any number of be deemed an original and all 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 of and interest on the Securities. This Agreement may be earlier terminated upon 60 days wr i t ten not ice by ei ther party; provided, however, that thi s Agreement may not be terminated (i) by the Bank until a successor Paying Agent/Registrar that is a national or state banking institution and a corporation or association organized and existing under tne 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 l.02 and of shall survive and remain in full force and effect termination of this Agreement. Art ic Ie Five following the Section 6.ll. Governina Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. * * * 3056Z -lO- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] [SEAL] Attest: Title: Annex A - Fee Schedule 3056Z BY Name: Ti tle: Address: Earl W. Saw Mayor 1400 Schertz Parkway Schertz, Texas 78154 FIRST CITY, TEXAS--AUSTIN, N.A., Austin, Texas BY Tit Ie: Address: -ll- CERTIFICATE AS TO TAX EXEMPTION The undersigned, being the duly chosen and qualified Mayor and City Secretary of the City of Schertz, Texas (the Ci ty), hereby certify with respect to the CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990 in the aggregate principal amount of $850,000 (the Certificates), as follows: A. General. 1. For al: purposes of this certificate, unless otherwise defined, all defined terms herein shall have the same meaning given to them in the Ordinance (defined below). 2. Pursuant to state law and the Ordinance authorizing the issuance of the Certificates, we, along with other officers of the City, are charged with the responsibility for issuing the Certificates. 3. This certificate is made pursuant to Treasury Regulations Sections l.l03-l3, l.l03-l4, and l.103-l5 (the Regulations), Temporary Treasury Regulations Sections l.148, 1.149 and 1.150 (the Temporary Regulations) and sections l03 and 141-l50 of the Internal Revenue Code of 1986, as amended to the date hereof (the Code). 4. This certificate is based on the facts and estimates described herein in existence on the Closing Date, and, on the basis of such facts and estimates, the City expects that the future events described herein will occur. The City covenants not to take any intentional acts or actions after the Closing Date of the Certificates to earn a Yield upon the investment of the proceeds materially higher than the Yield on the Certificates, except as provided herein. 5. The City has never been disqualified by the Commissioner of Internal Revenue from certifying an issue of its obligations pursuant to Section 1.l03-13(a)(2)(iv) of the Regulations, has never been listed in a notice of disqualification in the Internal Revenue Bulletin, and has never been advised that such a disqualification is contemplated. 6 . 74-1469344. The City's employer identification number is B. Purpose and Size. l. The Certificates are being issued pursuant to an Ordinance of the City adopted on February 20, 1990 (the Ordinance) for the purpose of providing funds for the payment of contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, including (1) purchase of rights-of-way for street improvements, (2) purchase of land for an animal control facility, (3) construction of public works, including construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and construction of a building and acquisition of equipment for a public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services (the Project). 2. The City will, at all times prior to the last Stated Maturity of the Certificates, (a) exclusively own, operate, and possess all property acquired, constructed, or improved with Gross Proceeds and not use or permit the use of 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 merely as a member of the general public, or (b) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds or any property acquired, constructed. or improved with Gross Proceeds, other than a charge or other payment merely as a member of the general public or interest earned on Investments acquired with Gross Proceeds pending application for their intended purposes, either or both. 3. The Ci ty wi II 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) capaci ty in or service f rom such property is committed to such person or entity under a take-or-pay, output, 3058Z -2- 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. 4. The amounts received from the sale of the Certificates, when added to the amount expected to be received from the investment thereof, do not exceed the amounts required to pay the costs of the Project and of issuing the Certificates. 5. No receipt from the sale of the Certificates or amounts received from the investment thereof will be used to pay the principal of or interest on any currently outstanding debt obligation of the City similar to the Certificates other than the Certificates. C. Source and Disbursement of Funds. 1. The Certificates are being issued and delivered (the Purchaser), and received as a ~esult of the sale of the amount equal to $ , which represents a of par, plus a premium of $ or less a plus accrued interest in the amount of to the City has Certificates an purchase price discount of $ $ 2. The amount representing accrued interest is being deposited on the date hereof in the Special Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 1990, Interest and Sinking Fund (the Interest and Sinking Fund) created by the Ordinance and wi 11 be used to pay the first payment of interest to become due on the Certificates on February l, 1991. 3. Of the remaining proceeds of the Certificates received by the City from the Purchaser, approximately $ wi II be used to pay the costs of issuance (other than underwriter' s spread) relating to the Certificates, and $ will be deposited in a separate checking account of the City (the Construction Account or Fund) to pay costs of the Project. The City estimates that it will receive $ in income or profit from the investment of the amounts deposited to the Construction Fund pending the disbursement of such amounts for the governmental purposes for which the Certificates are being issued. Such amount will be used to pay additional costs of the Project or deposited in the Interest and Sinking Fund to pay principal of or interest on the Certificates within one year from the date of receipt. 3058Z -3- D. Temporary periods and Time for Expenditures. 1. within six months from the date hereof, the City will have incurred binding obligations or commitments in the amount of at least $100,000.00 for the Project by entering into contracts for construction, architectural services, engineering services, land acquisition, site development. construction materials, or the purchase of equipment. 2. After entering into said contracts, we, k on the construction or acquisition of the Project will proceed with due diligence to completion, which is expected to occur, and the proceeds from the sale of the Certificates and investment earnings thereon are expected to be expended by invest regard 3. Gross as to Based on the foregoing, the City expects to Proceeds, held in the Construction Fund, without restriction of Yield until -,-. E. Interest and Sinkina Fund. l. The Certificates are payable from the Pledged Revenues of the System and from an ad valorem tax levied, within the limits prescribed by law, upon all taxable property located within the jurisdiction of the City. All revenues and taxes levied and collected for and on account of the Certificates are to be deposited into the Interest and Sinking Fund. 2. Except for that portion of the Interest and Sinking Fund, if any, consisting of deposits made to defease in whole or in part the Certificates, the Interest and Sinking Fund (i) was created primarily to achieve a proper matching of revenues and debt seryice with respect to the Certificates within each one year period, beginning on the Closing Date and ending on each anniversary of the Closing Date thereafter until the Certif icates are no longer Outstanding and (i i) wi II be depleted at least once a year except possibly for a carry-over amount not greater than the larger of one year's income from the investment thereof or one-twelfth of the annual debt service requirements on the Certificates. All amounts deposited to the Interest and Sinking Fund will be spent within 13 months of deposit, and all amounts received from investment of such fund will be deposited therein and will be expended within twelve months of receipt. Any amounts held in the Interest and Sinking Fund during such periods are expected to be invested by the City without regard as to restriction of Yield. Any amounts held in the Interest and Sinking Fund in excess of such periods will be invested at a Yield not to exceed the Yield on the Certificates. -4- 3058Z 3. All money deposited in the Interest and Sinking Fund will be used solely to pay the principal of, and interest on, the Certificates as the same becomes due and payable, and there will be no other funds that will be so used or pledged or otherwise restricted so as to be available with reasonable certainty to be so used. F. Yield. Rebate and Miscellaneous. 1. calculated Certificate The Yield on the Certificates is on the basis of the information provided of Underwriter attached hereto as Exhibit A. !l, 0, In the 2. The City has covenanted to account for Proceeds of the Certificates separately and apart other funds of the City from the date hereof. the Gross from all is 3. The weighted average maturity of the Certificates years. 4 . The Ci ty obligations within 3l Certificates. has not issued days of the nor will Closing it issue Date of any the 5. The City is a governmental unit with general taxing powers, the Certificates are not private activity bonds, 95% or more of the Net Proceeds of such Certificates are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the City (and all entities with which the City would be treated as a single issuer under section 148(f)(4)(C) of the Code thereof) during the calendar year 1990 is not reasonably expected to exceed $5,000,000.00, and the City will not spend the Gross Proceeds of the Certificates so as to cause the Certificates to become private activity bonds. Accordingly, the City does not expect to be required to rebate to the United States Treasury any "arbitrage" profits resulting from the investment of proceeds of the Certificates. 6. In the Ordinance, the Certificates as qualified tax-exempt in section 265(b) of the Code. City has designated the obligations, as defined 7. The City does not Certificates will be used in Certificates to be arbitrage section 148 of the Code. expect that the proceeds of a manner that would cause bonds within the meaning the the of 3058Z -5- 3058Z Executed and delivered -6- City Secretary OFFICIAL BID FORM February 20. 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz. Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16, 1990 which terms are incorporated by reference to this proposal, we hereby submit the following bid for $850,000 CITY OF SCHERTZ, TEXAS COMBlNA TION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION. SERIES 1990. dated February 1, 1990 (the "Certificates"). We will pay you the par value thereof, plus accrued plus a cash premium of $ - 0- mterest per annum as follows: interest from their date to the date of delivery to us, for Certificates stated to mature February 1 and bearing February 1, 1992 8.7') % February 1, 1997 February 1, 1993 8 7') % February 1. 1998 February 1, 1994 8 7') % February 1, 1999 February 1. 1995 R 7, % February 1,2000 February 1. 1996 R 7, % February 1, 2001 R.7,) % February 1, 2002 7.30 % 8 'i0 % February 1, 2003 7.40 % 7 :10 % February 1. 2004 7.40 % 7 7, % February 1, 2005 6 7, % 7 7, % Interest cost. in accordance with the above bid, is: Gross Interest Cost: Less: Premium NET INTEREST COST EFFECnVE INTEREST RATE $ 623.897.50 $ -0- $ 623.897.50 7.494264 % The Initial Certificate shall be registered in the name of Rall;(h~r p~pj{eei,pfsnp~. Tne. (syndicate manager). We wilr provide First City, Texas-- ustm. ... ustm, .exas, the Paymg Agent/Registrar, on forms to be provided by the Paying Agent/Registrar. with our registration instructIons at least five business days prior to the date set for initial delivery. Cashier's Check of the First Citv, Texas - Austin Bank, Austin , Texas, in the amount of $17.000.00. whIch represents our Good I-mth DepOSIt (ll.oatbaKMlKIDer""",, or (has been made available to you prior to the opening of this Bid), and is submitted in accordance with the terms as set forth in the Official Notice of Sale, said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediatel, available funds at the IJfincipal corporate trust office, First City, Texas--Austin. N.A.. Austin, I exas, not ater than 10:00 A.M., San Antonio time, on March 20, 1990, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute, and deliver to the Ciry, by the date of initial delivery of the Certificates, a certIficate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale. with such changes thereto as may be acceptable to the City. Respectfully submitted. RAUSCHER PIERCE REFSNES. INC. FIRST SOUTHWEST COMPANY By ~e~ve' ./ ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Schertz, Texas, subject to and in accordance with the Official Notice of Sale and Officral Bid Form, this the 20th day of February, 1990. Mayor, CIty at Schertz, Texas A 1TEST: CIty Secretary, CIty at Schertz, lexas Return Good Faith Check is hereby acknowledged: Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Cornal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 . $ 35,000 35,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 65,000 85,000 90.000 90.000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1.170 1,260 1,350 70 175 335 560 830 1,180 1,620 2.160 2,810 3,525 4.545 5,715 6,975 8,325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 AVERAGE LIFE - 9.794 YEARS OFFICIAL BID FORM February 20, 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz. Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16, 1990 which terms are incorporated by reference to this proposal, we hereby submit the following bid for $850,000 CITY OF SCHERTZ, TEXAS COMBlNATlON TAX AND LIMITED PLEDGE REVENUE CERTlFICATES OF OBLIGATlON, SERIES 1990. dated February 1, 1990 (the "Certificates"). We will pay you the par value thereof, plus accrued plus a cash premium of $ 0 mterest per annum as follows: interest from their date to the date of delivery to us. for Certificates stated to mature February 1 and bearing February 1, 1992 9.125 % February 1, 1997 February 1, 1993 9.125 % February 1, 1998 February 1. 1994 9.125 % February 1, 1999 February 1, 1995 9.125 % February 1, 2000 February 1. 1996 8.375 % February 1, 2001 Interest cost, in accordance with the above bid. is: Gross Interest Cost: Less: Premium NET INTEREST COST EFFECflVE INTEREST RATE 7.15 % February 1. 2002 7.45 % 7.20 % February 1. 2003 7.50 % 7.25 % February 1. 2004 7.50 % 7.35 % February 1, 2005 7.50 % 7.40 % $ $ $ 629,742.50 -0- 629,742.50 7.56447 % The Initial Certificate shall be registered in the name of SouthWest Securities, Inc. (syndicate manager). We will provide First City, Texas--Austm, NA., Austm, rexas, the Paymg Agent/Registrar, on forms to be provided by the Paying Agent/Registrar. with our registration instructIOns at least five business days prior to the date set for initial delivery. <:::ashier's Check of the First City National Bank. Austin , Texas, m the amount of $17,000.00, which represents our Good ralth DepOSIt (IS attaefiell l1.~r~tQJ or (has been made available to you prior to the opening of this Bid), and is submitted in accordance with the terms as set forth in the OffiCIal Notice of Sale, said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediatel, available funds at the principal corporate trust office, First City, Texas--Austin, NA., Austin, lexas, not ater than 10:00 A.M., San Antonio time, on March 20, 1990, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute, and deliver to the CitY., by the date of initial delivery of the Certificates. a certificate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the City. Respectfully submitted, M.E. Allison & Co., Inc. (Mgr) Finser Investment Co. (Jt Mgr) By ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Schertz, Texas, subject to and in accordance with the Official Notice of Sale and OffiCIal Bid Form, this the 20th day of February, 1990. ATTEST: City Secretary, City at Schertz. I exas Return Good Faith Check is hereby acknowledged: Mayor, City of Schertz, lexas Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Comal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 $ 35,000 35,000 40.000 45.000 45,000 50,000 55,000 60,000 65,000 65,000 85,000 90,000 90,000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1,170 1,260 1,350 70 175 335 560 830 1,180 1,620 2,160 2,810 3,525 4,545 5,715 6,975 8,325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 AVERAGE LIFE - 9.794 YEARS OFFICIAL BID FORM February 20, 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz, Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16, 1990 which terms are incorporated by reference to this proposal, we hereby submit the following bid for $850,000 CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION. SERIES 1990, dated February 1, 1990 (the "Certificates"). We will pay you the par value thereof, plus accrued plus a cash premium of $ -0- mterest per annum as follows: interest from their date to the date of delivery to us, for Certificates stated to mature February 1 and bearing February 1, 1992 9.20 % February 1, 1997 February 1, 1993 9.20 % February 1, 1998 February 1. 1994 9.20 % February 1, 1999 February 1, 1995 9.20 % February 1, 2000 February 1. 1996 9.20 % February 1, 2001 7.20 % February 1, 2002 7.40 % 7.25 % February 1, 2003 7.40 % 7.25 % February 1. 2004 7.50 % 7.30 % February 1, 2005 7.50 % 7.40 % Interest cost, in accordance with the above bid, is: Gross Interest Cost: Less: Premium NET INTEREST COST EFFECITVE INTEREST RATE $ 630.780.00 $ -0- $ 630.780.00 7.576937 % The Initial Certificate shall be registered in the name of LUN&W (syndicate manager). We will provide First City. "I exas--Austm, N.A., Austm, Texas, the Paymg Agent/Registrar. on forms to be provided by the Paying Agent/Registrar, with our registration instructIOns at least five business days prior to the date set for initial delivery. Cashier's Check of the First City Bank, Austin , Texas, in the amount of $17,000.00, whIch represents our Good rarth DepOSIt (~=-~cl!a>) or (has been made available to you prior to the opening of this Bid). and is submitted in accordance with the terms as set forth in the OffiCIal Notice of Sale, said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediatelv available funds at the principal corporate trust office, First City, Texas--Austin, N.A., Austin, lexas, not later than 10:00 A.M., San Antonio time, on March 20. 1990, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete. execute. and deliver to the Cit;y, by the date of initial delivery of the Certificates. a certIficate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the CIty. Respectfully submitted. Lovett Underwood Neuhaus & Webb By ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Schertz, Texas. subject to and in accordance with the Official Notice of Sale and OffiCIal Bid Form, this the 20th day of February, 1990. Mayor, CIty at Schertz, "Iexas A TrEST: CIty Secretary, CIty at Schertz, Texas Return Good Faith Check is hereby acknowledged: Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Cornal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 $ 35.000 35,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 65.000 85,000 90,000 90.000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1,170 1,260 1,350 70 175 335 560 830 1,180 1,620 2,160 2,810 3,525 4,545 5,715 6,975 8,325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 AVERAGE LIFE - 9.794 YEARS OFFICIAL BID FORM February 20, 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz. Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16, 1990 which terms are incorporated by reference to this proposal. we hereby submit the following bid for $850,000 CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990, dated February I, 1990 (the "Certificates"). We will pay you the par v~Ia!: thereof, plus accrued interest from their date to the date of delivery to us, plus a cash premmm of $ for Certificates stated to mature February 1 and bearing mterest per annum as follows: February I, 1992 9.125 % February I, 1997 February 1. 1993 9.125 % February 1, 1998 February 1, 1994 9.125 % February 1. 1999 February 1. 1995 9.125 % February I, 2000 February 1, 1996 9.125 % February 1, 2001 Interest cost. in accordance with the above bid, is: Gross Interest Cost: Less: Premium NET INfEREST COST EFFECnVE INTEREST RATE 9.125 % 8.000 % 7.125 % 7.200 % 7.300 % 7.375 % 7.375 % 7.375 % 7.375 % February 1, 2002 February 1, 2003 February 1. 2004 February 1. 2005 $ 634,345.00 $ -0- $ 634,345.00 7.6197598 % The Initial Certificate shall be registered in the name of Dean Witter Reynolds, Ine. (syndicate manager). We will provide First City, Iexas--Austm. N.A., Austm, Iexas, the Paymg Agent/Registrar, on forms to be provided by the Paying Agent/Registrar, with our registration instructlOns at least five business days prior to the date set for initial delivery. Cashier's Check of the First City National Bank, Austin , Texas, in the amount of $17,UUU.UU, which represents our Good rmth DepOSIt (IS attached hereto) or (has been made available to you prior to the opening of this Bid), and is submitted in accordance with the terms as set forth in the OfficIal Notice of Sale, said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediately available funds at the principal corporate trust office, First City, Texas--Austin, N.A.. Austin, Iexas, not later than lO:UU A.M., San Antonio time, on March 20, 1990, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute, and deliver to the City, by the date of initial delivery of the Certificates. a certIficate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale. with such changes thereto as may be acceptable to the City. Respectfully submitted. Dean Witter Reynolds, Inc. By J.Lf.:v1'-'f'_-/~ q. ~y ..-.-----:;p Auth&lzed Repre~~tl~/ ' iCry ACCEPTANCE CLAUSE Stephen J. Young, Viee President The above and foregoing bid is hereby in all things acce]Jted by the City of Schertz, Texas. subject to and in accordance with the Official Notice of Sale and OffiCIal Bid Form, this the 20th day of February, 1990. ArrEST: CIty Secretary, CIty at Schertz. Texas Return Good Faith Check is hereby acknowledged: Mayor, CIty of Schertz, Texas Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Comal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 . $ 35,000 35,000 40.000 45.000 45,000 50,000 55,000 60,000 65,000 65,000 85,000 90,000 90,000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1,170 1,260 1,350 70 175 335 560 830 1,180 1,620 2,160 2,810 3.525 4,545 5,715 6,975 8,325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 AVERAGE LIFE - 9.794 YEARS OFFICIAL BID FORM February 20, 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz, Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16, 1990 which terms are incorporated by reference to this proposal. we hereby submit the following bid for $850,000 CITY OF SCHERTZ. TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990, dated February I, 1990 (the "Certificates"). We will pay you the par value thereof, plus accrued interest from their date to the date of delivery to us, plus a cash premium of $ _ 0 _ for Certificates stated to mature February 1 and bearing mterest per annum as follows: February 1. 1992 9.25 % February 1, 1997 8.50 % February 1. 2002 7.40 % February I, 1993 9.25 % February I, 1998 7.25 % February 1, 2003 7.45 % February 1, 1994 9.2~ % February 1, 1999 7.30 % February 1, 2004 7.~0 % February 1, 1995 9.25 % February 1. 2000 7.35 % February I, 2005 7.50 % February 1, 1996 9.25 % February 1, 2001 7.40 % Interest cost, in accordance with the above bid, is: Gross Interest Cost: $ Ii 1 Ii g? S 00 Less: Premium $ - 0 - NET INTEREST COST $ F; iF; g? S 00 EFFECfIVE INTEREST RATE 7 F; S () 7 % The Initial Certificate shall be registered in the name of :;5hNIA::$On Uh mCLn ~~,-:r.jIIG (syndicate manager). We will provide First City, 1exas--AustIn, N.A.. AustIn, exas, the PaYIng Agent/Registrar, on forms to be provided by the Paying Agent/Registrar. with our registration instructIOns at least five business days prior to the date set for initial delivery. Cashier's Check of the ~+ {'f-h, Bank, ~i.Js+:n , Texas, in the amount of $17,00. ,WhiCh' ibpresents our Good t31th Deposl (IS attached hereto) or (has been made available to you prior to the opening of this Bid), and is submitted in accordance with the terms as set forth in the OffiCial Notice of Sale. said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediately available funds at the principal corporate trust office, First City, Texas--Austin, N.A.. Austin, Iexas, not later than 10:00 A.M., San Antonio time, on March 20, 1990, or thereafter on the date the Certificates are tendered for delivery. pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute, and deliver to the City, by the date of initial delivery of the Certificates, a certIficate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the City. Respectfully submitted. ~Iu {<bell L:J'-h1CL^I\. ~Y\ By ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things acceQted by the City of Schertz, Texas, subject to and in accordance with the Official Notice of Sale and OffiCial Bid Form, this the 20th day of February, 1990. Mayor, CIty of Schertz, I exas A TrEST: CIty Secretary, CIty ot ~chertz, l'exas Return Good Faith Check is hereby acknowledged: Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Cornal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 $ 35,000 35,000 40.000 45,000 45.000 50,000 55,000 60,000 65,000 65,000 85,000 90,000 90,000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1,170 1,260 1,350 70 175 335 560 830 1.180 1,620 2,160 2,810 3,525 4,545 5,715 6,975 8,325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 AVERAGE LIFE - 9.794 YEARS OFFICIAL BID FORM February 20, 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz, Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16. 1990 which terms are incorporated by reference to this proposal, we hereby submit the following bid for $850,000 CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990. dated February 1, 1990 (the "Certificates"). We will pay you the par value thereof, plus accrued interest from their date to the date of delivery to us, plus a cash premium of $ 140.85 for Certificates stated to mature February 1 and bearing mterest per annum as follows: February 1, 1992 9.10 % February 1, 1997 February 1. 1993 9.10 % February 1, 1998 February 1. 1994 9.10 % February 1, 1999 February 1, 1995 9.10 % February 1, 2000 February 1, 1996 9.10 % February 1, 2001 9.00 % February 1. 2002 7.50 % 7.10 % February 1, 2003 7.50 % 7.20 % February 1, 2004 7.50 % 7.30 % February 1. 2005 7.50 % 7.40 % Interest cost, in accordance with the above bid, is: Gross Interest Cost: Less: Premium NET INTEREST COST EFFECrIVE INTEREST RATE $ 637.510.00 $ 140.85 $ 637.369.15 7.656086 % The Initial Certificate shall be registered in the name of MERCi\NSAEE.. cn (syndicate manager). We will provide First City, Texas..Austm, N.A., Austm, rexas, the Paymg Agent/Registrar, on forms to be provided by the Paying Agent/Registrar, with our registration instructions at least five business days prior to the date set for initial delivery. Cashier's Check of the Bank One Texas Bank, n~l1a". T.eya< ,Texas, in the amount of $17,000.00, which represents our Good talth DepOSit (IS attached hereto) or (Ix'l&Rlt'lO< made available to~lp'tlCll:XC<:KXIl$D()pe~~lOi)(hi6xJi3id), and is submitted in accordance with the terms as set forth in the OffiCIal Notice of Sale, said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediatel, available funds at the {lrincipal corporate trust office, First City. TexasnAustin, N.A., Austin, 1exas, not ater than 1():00 A.M., San Antonio time, on March 20, 1990. or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute, and deliver to the Cif);. by the date of initial delivery of the Certificates, a certIficate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the City. Respectfully submitted, Ban k One Texas LJ{/~ By AuthOrIzed RepresentatIve ACCEPTANCE CLAUSE Warren M. Newman, Sr. V.P. The above and foregoing bid is hereby in all things accepted by the City of Schertz, Texas, subject in accordance with the Official Notice of Sale and OffiCial Bid Form, this the 20th day of February, 1990. to and Mayor. City of Schertz, Texas ATfEST: City Secretary, City at Schertz, rexas Return Good Faith Check is hereby acknowledged: Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Cornal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 . $ 35,000 35,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 65,000 85.000 90,000 90,000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1,170 1,260 1,350 70 175 335 560 830 1,180 1,620 2,160 2,810 3,525 4,545 5,715 6.975 8.325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 A VERAGE LIFE - 9.794 YEARS OFFICIAL BID FORM February 20, 1990 Mayor and City Council City of Schertz (the "City") 1400 Live Oak Road Schertz, Texas 78154 Dear Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement dated January 16, 1990 which terms are incorporated by reference to this proposal, we hereby submit the following bid for $850,000 CITY OF SCHERTZ, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990, dated February 1, 1990 (the "Certificates"). We will pay you the par value thereof, plus accrued interest from their date to the date of delivery to us, plus a cash premmm of $ - U - for Certificates stated to mature February 1 and bearing mterest per annum as follows: February 1, 1992 9.20 % February 1, 1997 February 1, 1993 9.20 % February 1, 1998 February 1, 1994 9.20 % February 1, 1999 February 1, 1995 9.20 % February 1, 2000 February 1, 1996 9.20 % February 1, 2001 8.7'1 % February 1, 2002 7.50 % 7 70 % February 1, 2003 7.50 % 7 2'1 % February 1, 2004 7.50 % 7 10 % February 1, 2005 7.50 % 7 40 % Interest cost, in accordance with the above bid, is: Gross Interest Cost: Less: Premium NET INTEREST COST EFFEcrIVE INTEREST RATE $ 638,175.00 $ -0- $638.175.00 7.665766 % The Initial Certificate shall be registered in the name of Nr.r ,F.XA~ *,AT~NAT, llljl\lK (syndicate manager). We will provide First City, 1exas-- ustm, .., ustm, exas, the Paymg Agent/Registrar, on forms to be provided by the Paying Agent/Registrar. with our registration instructlOns at least five business days prior to the date set for initial delivery. Cashier's Check of the fJ5.NR T1f?'AS Bank, n~ 11"" TiIY~" , Texas, in the amount ofv.U~!l.\tVA!l}J..~J:1.!~!'.n~~J:>!S~rts our Good ralth DepOSIt (Is attathe ereto) or ~ il\l\~Xli~iJ~l\l{]f/j:~~l~l{]tliliX~ and is submitted in accordance with the terms as set forth in the Official Notice of Sale, said check is to be applied to the purchase price of the Certificates. We agree to accept delivery of and make payment for the Certificates in immediatell available funds at the principal corporate trust office, First City, Texas--Austin, N.A., Austin, I exas, not ater than lO:UU A.M., San Antonio time, on March 20, 1990, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute, and deliver to the Cil):, by the date of initial delivery of the Certificates, a certIficate relating to the "issue price" of the CertIficates in the form and to the effect attached to or accompanying the Official Notice of Sale. with such changes thereto as may be acceptable to the City. Respectfully submitted, Nr.Nll TF.XAS By, ~ ut onze eprese e ACCEPTANCE CLAUSE Leslie F. Parrish, Vice President The above and foregoing bid is hereby in all things acce]Jted by the City of Schertz, Texas, subject to and in accordance with the Official Notice of Sale and OffiCIal Bid Form, this the 20th day of February, 1990. Mayor, CIty of Schertz, Texas ArrEST: CIty Secretary, CIty ot Schertz, I exas Return Good Faith Check is hereby acknowledged: Firm: By: CERTIFICATE YEARS $850,000 CITY OF SCHERTZ, TEXAS (Guadalupe, Comal & Bexar Counties) COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION SERIES 1990 Dated: February 1, 1990 Due: February 1 Year Amount Certificate Years Certificate Years Cumulative Certificate Years Year 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 . $ 35,000 35,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 65,000 85.000 90,000 90,000 90,000 70 105 160 225 270 350 440 540 650 715 1,020 1,170 1,260 1,350 70 175 335 560 830 1,180 1,620 2,160 2.810 3,525 4,545 5,715 6,975 8,325 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 AVERAGE LIFE - 9.794 YEARS I Prepared by: Rauscher Pierr:e Reftnes, Inc. 300 Convent Street, Suite 160(; San Antonio, Teras 78205 TABULATION OF BIDS RECEIVED AT SALE OF $850,000 CITY OF SCHERTZ, TEXAS Combination Tax & Limited Pledge Revenue Certificates of Obligation, Series 1990 Sold: Tuesday, February 20, 1990 @ 7:00 P.M., C.S.T. Premium Net EIrec:t1vf Interest or Interest Interest Account Maturities Rate Discount Cost Rate KNIBBE FINANCIAL GROUP, INC. 2-1-92/97 9.00 -0- 622,302.50 7.47511 SOUtHWEST SECURITIES, INC. 2-1-98 7.00 2-1-99 7.10 2-1-00/05 7.25 RAUSCHER PIERCE REFSNES, INC. 2-1-92/97 8.75 -0- 623,897.50 7.49426 FIRST SOUTHWEST COMPANY 2-1-98 8.50 2-1-99 7.20 2-1-00/01 7.25 2-1-02 7.30 2-1-03/04 7.40 2-1-05 6.75 M.E. ALLISON & CO., INC. 2-1-92/95 9.125 -0- 629,742.50 7.56447 Finser Investment Co. 2-1-96 8.375 2-1-97 7.15 2-1-98 7.20 2-1-99 7.25 2-1-00 7.35 2-1-01 7.40 2-1-02 7.45 2-1-03/05 7,50 - LOVETT UNDERWOOD NEUHAUS & WEBB 2-1-92/96 9.20 -0- 630,780.00 7.57693 2-1-97 7.20 2-1-98/99 7.25 2-1-00 7.30 2-1-01/03 7.40 2-1-04/05 7.50 DEAN WITTER REYNOLDS, INC. 2-1-92/97 9.125 -0- 634,345.00 7.61975 2-1-98 8.000 2-1-99 7.125 2-1-00 7.200 2-1-01 7.300 2-1-02/05 7.375 SHEARSON LEHMAN HUTTON 2-1-92/96 9.25 -0- 636,925.00 7.6507 2-1-97 8.50 2-1-98 7.25 2-1-99 7.30 2-1-00 7.35 2-1-01/02 7.40 2-1-03 7.45 2-1-04/05 7.50 '- ~' I Prepared by: Rauscher Pierce Refines, Inc. 300 Convent Street, Suite 1600 San Antonio, Texas 78205 TABUlATION OF BIDS RECEIVlm AT SALE OF $850,000 CITY OF SCHERTZ, TEXAS Combination Tax & Limited Pledge Revenue Certificates of Obligation, Series 1990 Sold: Tuesday, February 20, 19YO @ 7:00 P.M., C.S.T. Premium Net ElI'edlvt Interest or Interest Interest Account Maturities Rate Discount Cost Rate - BANK ONE TEXAS 2-1-92/96 9.10 140.85 637,369.15 7.6560e 2-1-97 9.00 2-1-98 7.10 2-1-99 7.20 , 2-1-00 7.30 2-1-01 7.40 2-1-02/05 1.50 NCNB TEXAS 2-1-92/96 9.20 -0- 638,175.00 7.66576 2-1-97 8.75 2-1-98 7.20 2-1-99 7.25 2-1-00 7.30 2-1-01 7.40 2-1-02/05 7.50 City of Schertz, Texas FINAL SCHEDULE $850,000 Combination Tax and Limited Pledge Revenue Certificates of Obligation, series 1990 (1) (2) (3) (4) (5) (6) (7) $850,000 New Issue [Mtys 2-1] Dated 2-1-90 First Interest 2.'-91 Fiscal yr Existing Principal combined Ending Debt Coupon & Debt Sep 30 Service Principal Rate " Interest Interest Service 1990 $ 94,548 $ 94,548 1991 94,067 $ 98,659 $ 98,659 192,726 1992 92,085 $ 35,000 9.000 64,198 99,198 191,283 1993 99,832 35,000 9,000 61,048 96,048 195,880 1994 96,976 40,000 9.000 57,673 97,673 194,649 1995 95,128 45,000 9.000 53,848 98,848 193,976 1996 98,116 45,000 9.000 49,798 94,798 192,914 1997 94,049 50,000 9.000 45,523 95,523 189,572 1998 95,726 55,000 7.000 41,348 96,348 192,074 1999 95,984 60,000 7.100 37,293 97,293 193,277 2000 92,083 65,000 7.250 32,806 97,806 189,889 2001 93,211 65,000 7.250 28,094 93,094 186,305 2002 67,113 85,000 7.250 22,656 107,656 174,769 2003 90,000 7.250 16,313 106,313 106,313 2004 90,000 7.250 9,788 99,788 99,788 2005 _90,000 7.250 3,263 93,263 93,263 $1,208,918 S850,OOO $622,303 $1,472,303 $2,681,221 ========== ======== -------- ---------- ---------- -------- ---------- ---------- Average Interest Rate 7.475% Average Life. Years. 9.794 Bond Years. . . . . . 8,325.000 Debt service requirements for fiscal year ending 9-30-91 include eighteen (18) months. interest on the $850,000 new issue. 'Prepared By- Rauscher Pierce Refsnes, Inc. 1600 InterFirst Plaza 300 Convent San Antonio, Texas 78205 February 21, 1990 City of Schertz, Texas FINAL SCHEDULE $850,000 Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 1990 Delivery Date 02/01/90 Date Principal Coupon Interest Total Annual 02/01/91 65,772.50 65,772.50 08/01/91 32,886.25 32,886.25 98,658.75 02/01/92 35,000.00 9.000 32,886.25 67,886.25 08/01/92 31,311.25 31,311.25 99,197.50 02/01/93 35,000.00 9.000 31,311.25 66,311.25 08/01/93 29,736.25 29,736.25 96,047.50 02/01/94 40,000.00 9.000 29,736.25 69,736.25 08/01/94 27,936.25 27,936.25 97,672.50 02/01/95 45,000.00 9.000 27,936.25 72,936.25 08/01/95 25,911.25 25,911.25 98,847.50 02/01/96 45,000.00 9.000 25,911.25 70,911.25 08/01/96 23,886.25 23,886.25 94,797.50 02/01/97 50,000.00 9.000 23,886.25 73,886.25 08/01/97 21,636.25 21,636.25 95,522.50 02/01/98 55,000.00 7.000 21,636.25 76,636.25 08/01/98 19,711.25 19,711.25 96,347.50 02/01/99 60,000.00 7.100 19,711.25 79,711.25 08/01/99 17,581.25 17,581.25 97,292.50 02/01/00 65,000.00 7.250 17,581.25 82,581.25 08/01/00 15,225.00 15,225.00 97,806.25 02/01/01 65,000.00 7.250 15,225.00 80,225.00 08/01/01 12,868.75 12,868.75 93,093.75 02/01/02 85,000.00 7.250 12,868.75 97,868.75 08/01/02 9,787.50 9,787.50 107,656.25 02/01/03 90,000.00 7.250 9,787.50 99,787.50 08/01/03 6,525.00 6,525.00 106,312.50 02/01/04 90,000.00 7.250 6,525.00 96,525.00 08/01/04 3,262.50 3,262.50 99,787.50 02/01/05 90,000.00 7.250 3,262.50 93,262.50 08/01/05 _93,262.50 Totals: 850,000.00 622,302.50 1,472,302.50 1,472,302.50 Less Accrued From 02/01/90: .00 .00 Net Cost: 622,302.50 1,472,302.50 . Prepared Sy. Rauscher Pierce Refsnes, Inc. 1600 InterFirst Plaza 300 Convent San Antonio, Texas 78205 February 21, 1990 TAX DATA Taxes are due October 1 and become delinquent after January 31. No split payments are allowed. Discounts are not allowed. Penalties and Interest: (a) a delinquent tax incurs a penally of six percent of the amount of the tax for the first calendar month it is delinquent plus one percent for each additional month or portion of a month the tax remains unpaid prior to July 1 of the year in which it becomes delinquent. However. a tax delinquent on July 1 incurs a total penalty of twelve percent of the amount of the delinquent tax without regard to the number of months the tax has been delinquent; (b) a delinquent tax accrues interest at a rate of one percen( for each month or portion of a month the tax remains unpaid; and an additional penally up to a maximum of 15% of taxes, penalty and interest may be imposed to defray costs of collection for taxes delinquent after July 1. All percentage of collections set forth below exclude penal<ies and interest. Tax Assessed Tax % of Collections Year Valuation Rate Current Total Year Ended 1972 $ 9.657.845 $1.0000 98.73 100.68 9-30-73 1973 12.217.028 1.0000 96.74 97.74 9-30-74 1974 16.319.868 1.0000 99.33 100.30 9-3()'75 1975 19.099,556 1.0000 99.23 99.91 9-30-76 1976 20,403,411 1.0000 97.96 98.61 9-30-77 1977 22.987.225 1.0000 99.34 101.40 9- 3M8 1978 24,418.700 1.0000 99.70 100.54 9-3()'79 1979 25.512,500 1.0000 99.14 99.56 9-30-80 1980 35.305,557 1.0000 96.61 96.81 9-30-81 1981 57,488.887 (a) .6400 99.57 102.86 9-30-82 1982 95.011.961 (b) .4400 98.44 98.77 9-3()'83 1983 106.871.357 .4200 98.71 101.16 9.3().84 1984 111,586.009 .4400 98.97 99.51 9-3()'85 1985 125,213,487 .4360 97.55 98.31 9-30-86 1986 144,701,694 .4128 96.97 98.13 9-3()'87 1987 285.978.200 (b) .2471 95.55 98.25 9-3()'88 1988 288.279.770 .2576 95.64 97.63 9-3()'89 1989 289.382,870 .3183 (In Process of Collection) (a) Increased basis of assessment from 65% to 100%. (b) Revaluation. TAX RATE LIMITATIONS Article XI. Section 5 of Texas Constitution, applicable to clties of more than 5.000 population: 52.50 per 5100 assessed valuation. City operates under a Home Rule Charter. which was adopted at a time when the population was over 5.000. and which adopted the constitutional provisions. TAX RATE DISTRIBUTION 1989 1988 1987 1986 1985 General Fund 50.2706 50.2153 50.1997 50.3383 50.35515 Interest & Sinking Fund .0477 .0423 0.0474 ...Qill .08085 Totals 50.3183 50.2576 50.2471 50.4128 SO.43600 -8- GENERAL OBLIGATION BONDS AUTHORIZED BUT UNISSUED Puroose Amount Authorized But Unissued Date Voted Alamo Community College District School Building Bonds Bexar County. None Bexar County Hospital District - None Comal County. None Comal County Flood Control Bonds. None Comal Independent School District. None Guadalupe County - None San Antonio River Authority - None Schertz-Cibolo-Universal City Independent School District City of Schertz $ 45,000,000 09-26-87 School Building Bonds $ 3,900,000 (a) 03-11-89 Sewer System $ 14,000 12-16-61 Sewer System 250,000 07-18-70 Street Improvements 620.000 01-10-87 Total $ 884,000 (a) Scheduled to be sold on March I, 1990. GENERAL FUND COMPARATIVE STATEMENT OF REVENUES AND EXPENDITURES AND ANALYSIS OF CHANGES IN FUND BALANCES Fund Balance - Beginning of Year Fiscal Year Ended 1989 (1) 1988 1987 1986 $ 22,550 $ 397,260 $ 75,152 $ 123,751 $1,862,621 $1,798,902 $1,624,508 $1,511,655 2.046.171 1.780.750 1.692.139 1.381.917 $ (183,550) $ 18,152 $ (67,631) $ 129,738 $ 282,691 $ 233,502 $ 37,617 $ 25,461 (121,710) (626,364) (107,878) (203,798) .0. -0- 460,000 -0- 50.000 -0- -0. -0- $ 210,981 $ (392,862) $ 389,739 $ (178,337) $ 49,981 $ 22,550 $ 397,260 $ 75,152 Revenues Expenditures Excess (Deficit) of Revenues Over Expenditures Other Financing Sources (Uses): Operating Transfers In Operating Transfers Out Bond Proceeds Proceeds of Bank Loan Total Other Financing Sources (Uses) Fund Balance - End of Year (1) The City's Audit for the fiscal year ended 9-30-89 is currently being completed. These figures have been provided by the City's Auditor. NOTE: The above figures for "Expenditures" include the following amount for "Capital Outlay" $ 86,808 $ 38,221 $ 26,546 $ 35,439 -12- ESTIMATED DEBT SERVICE REQUIREMENTS (Including The Certificates) Fiscal Yr. Existing The Certificates Combined Ending Debt Principal & Debt 9/30 Service Princinal Interes(' Interest Service 1990 $ 94,548 $ 94,548 1991 94,067 $ 95,625 $ 95,625 189,692 1992 92,085 $ 35,000 62,438 97,438 189,522 1993 99,832 35,000 59,813 94,813 194,645 1994 96,976 40,000 57,000 97,000 193,976 1995 95,128 45,000 53,813 98,813 193,940 1996 98,116 45,000 50,438 95,438 193,553 1997 94,049 50,000 46,875 96,875 190,924 1998 95,726 55,000 42,938 97,938 193,663 1999 95,984 60,000 38,625 98,625 194,609 2000 92,083 65,000 33,938 98.938 191,021 2001 93,211 65,000 29,063 94,063 187,273 2002 67,113 85,000 23,438 108,438 175.551 2003 90,000 16,875 106,875 106,875 2004 90,000 10.125 100,125 100,125 2005 90.000 3.375 93.375 93.375 $1.208.916 $ 850.000 $624.375 $1.474.375 $2.683.291 "Existing Debt Service" includes net general obligations debt only, and does not include $150,000 Combination Tax & Jr. Lien Revenue Certificates of Obligation, Series 1981 or $1,250,000 Combination Tax and Jr. Lien Revenue Certificates of Obligation 1983. ~: Debt Service Requirements for fiscal year ending 9-30-91 include eighteen (18) months' interest on the Certificates. 'Interest calculated at 7.50% for illustration purposes only. TAX ADEQUACY NET GENERAL OBLIGATION DEBT: 1989 Assessed Valuation Estimated Debt Service Requirements for Fiscal Year Ending 9.30.91 Indica(ed Tax Rate Indicated Tax Levy Estimated 95% Tax Collections $289,382,870 189,692 0.0690 199,674 189,690 -13- UTILITY SYSTEM DEBT STATEMENT (As of January 1, 1990) Utility System Revenue Bonds Outstanding $1,975,000 UTILITY SYSTEM FUND BALANCES (As of September 30, 1989) Interest and Sinking Fund Balance Reserve Fund Balance $ 125,860.72 397.885.85 Total Fund Balances $ 523.746.57 UTILITY SYSTEM OPERATING STATEMENT Fiscal Year Ended 1989 (1) 1988 1987 1986 1985 Revenues $1,815,154 $1,902,962 (2) $1.414,895 $1,398,375 $1,281.983 Expenses Sewer Contract $ 405,509 $ 418,686 $ 327,752 $ 357,772 $ 352,134 Other 639.781 647.697 699.638 581.375 463.671 Total $1,045,290 $1,066,383 $1,027,390 $ 939,147 $ 815,805 Available for Debt Service $ 769,864 $ 836,579 $ 387,505 $ 459,228 $ 466,178 Annual Debt Service Reqmt $ 221,286 $ 221,198 $ 167.486 $ 133,773 $ 136,748 Coverage on Revenue Bonds 3.48X 3.78X 2.31X 3,43X 3.41X Cus(omer Count Water 3.856 3,692 3.498 3,208 2,877 Sewer 2,904 2,662 2,639 2,333 2,231 (1) The City's Audit for the fiscal year ended 9-30-89 is currently being completed. These figures have been provided by the City's Auditor. (2) Includes $312,807 recovery from lawsuit. -16- RAUSCHER PIERCE REFSNES,INC. February 20, 1990 Ms. June Krause City Secretary City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Re: $850,000 CITY OF SCHERTZ, TEXAS Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 1990 Dear June: In accordance with the above-referenced issue, please find enclosed herewith the following documents with instructions for completion. Each folder contains one complete document along with a number of signature pages identical to the signature page of the complete document. The signature pages should be executed in accordance with the instructions outlined below and returned to our office where we will attach them to the complete document and forward them to the Bond Attorney for processing. The complete document is for the City's files. 1. Ordinance authorizing the issuance of the Certificates - one complete copy and five signature pages. You and the Mayor need to sign all signature pages and impress each with the City's seal. Return all executed signature pages to us. 2. Certificate of City Secretary - two copies and five signature pages. On both complete documents, please fill in all blanks on pages 1 and 2 with the requested information. You, as City Secretary, will need to sign all signature pages and impress each with the City's seal. Return all executed signature pages to us, along with one complete copy of the document. 3. General Certificate - one copy and five signature pages. Mayor will need to sign all signatures pages and impress each seal. Return all executed signature pages to us. 4. Signature and No-Litigation Certificate - one copy and five signature pages. You and the Mayor will need to sign all signature pages and impress each with the City's seal where indicated (above your signature lines). DO NOT DATE THIS DOCUMENT. Your signatures will need to be certified as true and genuine by an officer of the City's depository bank AND also impressed WIth the Bank's seal. Return all executed signature pages to us. You and the with the City's 5. Certificate as to Official Statement - one copy and five signature pages. You and the Mayor will need to sign all signature pages and impress each with the City's seal. Return all executed signature pages to us. 1600 NCNB Plaza, 300 Convent' San Antnnio, Texas 78205 . (512) 225-6611 Member New York Stock Exchange, Inc. Ms. June Krause February 20, 1990 Page 2 6. Paying AgentlRegistrar Agreement - one copy and five signature pages. You and the Mayor will need to sign all signature pages and imprcss cach with the City's scal. Return all executed signature pages to us. 7. Receipt - six copies. Please have Kerry, as City Managcr, sign all copies of this document. Retain one copy for the City's filcs and return five executed copics to us. 8. Instruction Letter to the Attorney Gcneral - four copies. Please have the Mayor sign each of these letters. Retain one copy for the City's files and return three executed copies to us. 9. Instruction Letter to the Comptroller of Public Please have the Mayor sign each of these letters. City's files and return three executed copies to us. 10. Instruction Letter to Paying AgentlRegistrar one copy signature pages. Please have the Mayor sign all signature pages. executed signature pages to us, Accounts - four copies. Retain one copy for the and three Return three 11. Certificate as to Tax Exemption - one copy and five signature pages. You and the Mayor will need to sign all signature pages. DO NOT DATE THIS DOCUMENT. Return five executed signature pages to us. 12. IRS Form 8038 - six copies. Please have the Mayor sign all copies of this document. DO NOT DATE THIS DOCUMENT. Return five executed copies to us. 13. Initial Certificate - one original and one copy. You and the Mayor will need to sign the original Initial Certificate and the copy on page 7 and impress same with the City's scal. Rctain thc copy for the City's files and return the executcd original Initial Ccrtificate to us. 16. Form for facsimile signatures and seal - onc copy. will need to sign and seal this document in the spaces executed document to us. You and the Mayor indicatcd. Return thc If you have any questions or require additional information, please do not hesitate to contact us, and with kind personal regards and best wishes, I remain, ~ /NP/ Thomas M. Anderlitch Vice President TMNrgj Enclosures _,,~, P",.,.... CO"..., .0.0 ""W,"US" ~'L"'" (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Certificate Date specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, 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 February 1 and August 1 of each year, commencing February I, 1991. Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the principal corporate trust office of First City, Texas--Austin, N.A., Austin, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate 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 and interest on this Certificate 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. Interest shall be paid 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. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $850,000 (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, including (1) purchase of rights-of-way for street improvements, (2) purchase of land for an animal control facility, (3) construction of public works, including construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and Page 2 of 9 Pages "['."<$ .'''N'''~ "0"'.~.Y 00..0 '~".~"H~ ~.u.. construction of a building and acquisition of equipment for ..i public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services under and in strict conformity with the laws of the State of Texas, particularly Texas Revised Civil Statutes Annotated Article 1175, as amended, Texas Revised Civil Statutes Annotated Articles 1111 through 1118, inclusive, as amended, the Certificate of Obligation Act of 1971, as amended, Local Government Code Section 271.041 through 271.063, and the Home Rule Charter of the City. Tbe Certificates stated to mature on and after February 1, 2001 may be redeemed prior to their Stated Maturities, at the option of the City, on February 1, 2000, 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 Holders of the Certificates to be rc "eemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is in 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 hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its principal corporate trust office, a new Certificate or Certificates 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 Certificate (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 Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is 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 Certificate is Page 3 of 9 Pages "',~, '~'"-"'G co...... ao"g 5~'C,.._'5T5 -"AC.'5 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 Certificate 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. Tbe Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance) being a limited amount of the Net Revenues derived from the operation of the City's combined waterworks and sewer system, such lien on and pledge of Pledged Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Prior Lien Obligations and Junior Lien Obligations (identified and defined in the Ordinance). In the Ordinance, the City reserves and retains the right to issue Additional Prior Lien Obligations, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, copies of which are on file in the principal corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for defini tions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Additional Prior Lien Obligations, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and condi tions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Page 4 of 9 Pages "' ,~~ p","",~ CD~.."y 'ONO $~<C'."STO DACCA' Outstanding thereunder; and for the other terms and prOV1Slons specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject ':0 certain limitations contained in the Ordinance, may be transferred at the principal corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates 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 hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any date for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment 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 the issuance of this Certificate 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 Page 5 of 9 Pages ",.,~. "R.''''"G CO~p,.y .0.0 s..,C'."~" O.".S ""," p'".n.G C"M~..~ 0".0 S~~C'."STO. GAC'.' "HMS O~'."'G OG....., .00D '.'e.AC,'" O.LL., Focm 8038.6 Information Return for Tax-Exempt Governmental Obligations ... Under Section 149(8) ... See sep.rate Instructions (Use Form 8038.GC jf the issue price is under $100,000) OMS No. 1545-0720 Expires 5-31-92 (Rev. October 1989) Department of the Treasury Internal Revenue Service Re ortin Authorit Check box if Amended Return ... 2 Issuer's employer identification number 1 Issuer's name City of Schertz 3 Number and street 1400 Schertz Parkway 5 Cityortown,state,andZIPcode Schertz, Texas 78154 7 Name of Issue Combination Tax and Limited Pledge Revenue Certificates T pe of issue (check box(es) that applies and enter the issue Price) 9 Check box if obligations are tax or other revenue anticipation bonds ~ 0 10 Check box If obligations are in the form of a lease or installment sale ~ 0 11 0 Education 12 0 Health and hospital 13 0 Transportation 14 0 Public safety 15 0 EnVironment (including sewage bonds) 16 0 Housing 17 0 Utilities 18 0 Other, Describe (see Instructions) ~ 4 Report number Gl9 6 Date of issue '-on 8 CUSIP Number Issue price Description of Obli ations (a) Maturity date (0) Interest rate (cJ Issue price (dJ Stated redemption riceatmaturit Proceeds used for accrued interest Issue price of entire issue (enter line 2Oc) Proceeds used for bond issuance costs (including underwriters' discount) . Proceeds used for credit enhancement. Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior issues. Total (add lines 23, 24, 25. and 26) Nonrefundin roceeds of the issue subtract line 27 from line 22 and enter amount here Descri tion of Refunded Bond$ com lete this art onl for refundln bonds) Enter the remaining weighted average maturity of the bonds to be refunded Enter the last date on which the refunded bonds will be called Enter the date s the refunded bonds were issued ~ Miscellaneous 23 24 25 26 ~ ~ years 32 Enter the amount of the state volume cap allocated to the issue ~ 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(BXI)(III) (small issuer exception). .... .... 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ~ b Check box If this issue is a loan made from the proceeds of another tax-exempt issue ~ 0 and enter the name of the issuer ~ and the date of the issue ~ Under penalties of perjury. I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief. they are true, correct. and complete. Please Sign Here ~kj'.-v;/a-;?~ Date ll. Earl W. Sawyer, Mayor , Type or print name and title Focm 8038-G iRe< 10-89) *u.s. OOvnn..nt PTtnttna Of tic.: 1989-262-151/00019 For Paperwork Reduction Act Notice, see page 1 of the instructions. February 20, 1990 First City, Texas--Austin N.A. 816 Congress Avenue Tenth Floor Austin, Texas 78701 Attn: Ms. Marcia Southworth Corporate Trust Department Re: $850,000 "Ci ty Limited Pledge Series 1990", Cert ifi cates) of Schertz, Texas Combination Tax and Revenue Certificates of Obligation, dated February 1, 1990 (the Dear Ms. Southworth: The payment for and delivery of the Certificates to the initial purchasers is to occur at your Bank. Preliminary to the delivery of the Certificates, you will receive a single fully-registered obligation in the total principal amount of the Certificates (the Initial Obligation) from the Comptroller of Public Accounts of the State of Texas, together with the approving opinion of the Attorney General. When you receive the Initial Obligation, please forward it, together with the approving opinion of the Attorney General, by overnight delivery, to the firm of Fulbright & Jaworski, 300 Convent Street, Suite 2200, San Antonio, Texas 78205, Attn: W. Jeffry Kuhn, for their examination and review. After the examination of the Initial Obligation by such firm, it will be returned to you, and thereupon you are authorized to deliver it to the initial purchasers thereof, or their order, available funds Receipt. upon payment being made therefor in immediately in accordance with the terms of the enclosed When payment for the Initial Obligation has occurred, please transmit the proceeds thereof by the fastest means available in immediately available funds to the City's depository bank. I enclose two copies of a Signature and No-Litigation Certificate, Certificate as to Official Statement, Certificate as to Tax Exempt ion, and Receipt, each executed and comp leted except as to date. When payment for the Initial Obligation is made, please date and release to the initial purchaser one copy of the Signature and No-Litigation Certificate, the Certificate as to Official Statement, and Certificate as to Tax Exemption, and return the remaining copies of such certificates and all copies of the Receipt to Bond Counsel at the address shown in the first paragraph of this letter. Should any litigation having any effect upon the Initial Obligation develop prior to the time you have received payment for it, I will notify you at once by telephone or by telegraph. You may thus be assured that there is no such litigation at the time the Initial Obligation is delivered by you unless you have been advised otherwise as provided herein. Thank you for your assistance in this matter. Very truly yours, City of Texas -2- 3061Z February 20, 1990 Ms. Arlene Chisholm Bond Registration Division Comptroller of Public Accounts 111 East 17th Street Austin, Texas 78774 Re: $850,000 "City of Schertz, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 1990", dated February 1, 1990. Dear Ms. Chisholm: The Initial Certificate prepared in connection with the captioned financing will be delivered to you by the Attorney General, when approved by him. We request that you register the Initial Certificate on behalf of the City and, when so registered, hand deliver it, along with the approving opinion of the Attorney General, to First City, Texas--Austin N.A., 816 Congress Avenue, Tenth Floor, Austin, Texas 78701, Attn: Ms. Marcia Southworth, for further handling under our instructions to them. We further request that three copies of the approving opinion of the Attorney General, together with the Comptroller's registration certificate, be mailed directly to the off ices of Fulbright & Jaworski, 300 Convent St reet, Sui te 2200, San Antonio, Texas 78205, Attn: W. Jeffrey Kuhn. Thank you for your assistance in this matter. Very truly yours, E ~/~/I/L~ Mayor, City of Schertz, Texas 3059Z RECEIPT THE STATE OF TEXAS ~ ~ ~ ~ ~ ~ COUNTIES OF GUADALUPE, COMAL, AND BEXAR CITY OF SCHERTZ THE UNDERSIGNED HEREBY CERTIFIES that: 1. This receipt is executed respect to the "CITY OF SCHERTZ, TEXAS LIMITED PLEDGE REVENUE CERTIFICATES OF 1990", dated February 1, 1990, in the amount of $850,000 (the Certificates). Certificates is the City of Schertz, Guadalupe, Carnal, and Bexar Counties, Texas and delivered with COMBINATION TAX AND OBLIGATION, SERIES aggregate principal The issuer of the Texas, located in (the Ci ty). 2. On the date shown hereof, the Certificates were delivered to the initial purchaser: 3. All of the Certificates have been paid for in full by the initial purchaser concurrently with the delivery of thi s receipt, and the Ci ty has received the agreed purchase price for the Certificates, as follows: PRINCIPAL AMOUNT .................. $ 850,000 ACCRUED INTEREST.... .............. PREMIUM (DISCOUNT) ................ TOTAL AMOUNT RECEIVED ON DELIVERY ................... $ 4. The undersigned has executed this receipt in the capacity hereinafter shown for and on behalf of the City. EXECUTED AND DELIVERED, this _fl't~ Ci ty Manager, City of Schertz, Texas 3057Z LD Newspaper Group PUBLISHER'S AFFIDAVIT (COUNTY OF BEXAR) (STATE OF TEXAS) I, Bill Lindemann, publisher of the HERALD NEWSPAPER GROUP, do solemnly swear that the notice, a printed copy of which i5 attached, wa5 published once a week for 2 consecutive week(s) in the HERALD published at Universal City, Bexar County, Texas on the following daters) to wit: JANUARY 31, 1990 & FEBRUARY 7, 1990 &{ ::-;t:,?~ HERALD NEWSPAPER GROUP Qu,,[h ~,~l-.\"')^r NOTARY PUBL SIGNATURE PAUlA J SCHLEIN Notary Public STATE OF 1EXAS My CommiSSIon Expirel January 29, 1994 PAULA J. SCHLEIN Notary Public Printed or Typed Name My Commission Expire5: 1-29-94 122 East Byrd P,O, Box 2789 Universal City. Texas 78148 (512) 658-7424 - NOTICE OF INTENTION TO ISSUE CITY OF SCHERTZ, TEXAS CERTIFICATES OF OBLIGATION - TAKE NOTICE that the City Council (the Counci I) of the City of Schertz, Texas (the City), shall convene at 7:00 o'clock P.M. on the 20th day of February, 1990, at its regular meeting place in the City Hall of the City, and, during such meeting, the Council will consider the passage of an ordinance authorizing the issuance of certificates of obligation in an amount not to exceed $850,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, including (1) purchase of rights-of-way for street improvements, (2) purchase of land for an animal control facility, (3) construction of public works, including construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and construction of a building and acquisition Of equipment for a public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services. The certificates of obligation will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on ~nd pledge of certain net revenues of the City's combined waterworks and sewer system. The certificates of obligation are to be issued, and this notice is given, under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Local Government Code Section 271.041 through Section 271.063, Texas Revised Civil Statutes Annotated Articles 1111 through 1118, as amended, Texas Revised Civil Statutes Annotated Article 1175, as amended, and the Home Rule Charter of the City. r City Secr tary, City of Schertz, Texas NOTICE OF INTENTION TO ISSUE CITY OF SCHERTZ, TEXAS CERTIFICATES OF OBLIGATION TAKE NO'l,'ICE that the Ci ty Council (the Counci I) of .the City of SChertz, Texas (the City).. shall convene at 7:00 o'clock P.M'. dn the 20th day of February, 1990, at its regular meeting place in the City Hall of the City, and, durin~ such meeting, the Council will. consider the/passage of an ordinance authorizing the issuance. of certificates of obligation in 'an amount not to ~ceed $850,000 'for the purpose of paying contractual obligations of the City to be incurred for llIaking permanent public improv~nts and for other public purposes, inCluding (1) purchas.,';c1f rights-of-way for street improvements, (2) purchase of ,land. for an animal COntrol facility, (3) construction of public works, inCluding construction of a building or buildings and acquisition of equipment therefor for an animal control facility, (4) purchase of land and an existing building for a ,public works service center facility and renovation and improvement thereof and acquisition of equipment therefor, or purchase of land and construction of a bui 1ding and acquisition. of equipment for a public works service center facility, (5) purchase of police vehicles and communications equipment, and (6) payment for professional services. The certificates of obligation will be payable from the levy of an annual ad valoremtn;, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain net revenues of the City's combined waterworks and sewer system. The certificates of obligation are to be issued, and this notice is given, under and,pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Local Government Code Section 271.041 through Section 271.063, Texas Revised Civil Statutes Annotated Articles 1111 through 1118, as amended, Texas Revised Civil Statutes Annotated Article 1l.75, as amended, and the Home Rule Charter of the City. ) '----.". ./ City Seer tary, City of Schertz, Texas I RAUSCHER PIERCE REFSNES,INC. March 13; 1990 Ms. Freda S. Johnso- Executive Vice P ldent and Director Information ter Moody's estors Service 99 Ch Street Ne ork, New York 10007 Re: CITY OF SCHERTZ, TEXAS Dear Ms. Johnson: We enclose herewith your request for information from the above-referenced City. We issued $850,000 City of Schertz, Texas, Combination Tax and Limited Pledge Revenue Certificates of Obligation on February 20,1990, to which your company assigned a "Baa-I" rating. You have all of the current information and documentation within your files. With best regards, I remain, Yours ~ ;:Ji::::~::derliteh Vice President TMNrgj Enclosure cc: Mv1ti~e Krause ~ty S~cretary City of Schertz 1600 NCNB Plaza. 300 Convent. San Antonio, Texas 78205 . (512) 225-6611 Member New York Stock Exchange, Inc.