2010-010 ORD ISSUANCE AND SALE OF COP TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATIONS, SERIES 2010ORDINANCE N0. 2010-010
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
,
We, the undersigned officers of the City of Paris (the "City"), hereby certify as follows:
1. The City Council of the City (the "City Council") convened in REGULAR MEETING ON
TI� 8TH DAY OF MARCH, 2010, at the designated meeting place, and the roll was called of the
duly constituted officers and members of the City Council, to wit:
Jesse James Freelen, Mayor
Joe McCarthy, Mayor Pro-tem
Kevin Kear
Steve Brown
Will Baird
Edwin Pickle
Rhonda Rogers
Janice Ellis, City Clerk
and all of said persons were present, thus constituting a quorum. Whereupon, among other business,
the following was transacted at said Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
PARIS, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2010; LEVYING AN ANNUAL AD VALOREM TAX
FOR TI� PAYMENT OF SAID CERTIFICATES; APPROVING AN OFFICIAL
STATEMENT; AND ENACTIlVG OTHER PROVISIONS RELATING TO THE
SUBJECT
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be adopted and, after due discussion, said motion, carrying with it the adoption
of the Ordinance, prevailed and carried by the following vote:
AYES: All members ofthe City Council shown present above voted "Aye," except as
shown below:
NOES: 2
ABSTAIN: 0
2. That a true, full and conect copy of the aforesaid Ordinance adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that the
Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the Meeting
pertaining to the adoption of the Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and sufficiently
notified of�'icially and personally, in advance, of the time, place and purpose of the aforesaid Meeting,
and that the Ordinance would be introduced and considered for adoption at the Meeting, and each
of the officers and members consented, in advance, to the holding of the Meeting for such purpose,
and that the Meeting was open to the public and public notice of the time, place and purpose of the
meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor of the City (or the Mayor Pro-tem in the absence of the Mayor) has
approved and hereby approves the aforesaid Ordinance; and that the Mayor (or the Mayor Pro-tem
in the absence of the Mayor) and the City Clerk of the City hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following copy of the Ordinance for all
purposes.
C Clerk
(SEAL,)
SIGNED AND SEALED the 8th day of March, 2010.
ORDINANCE N0. 2010-010
ORDINANCE
OF THE CITY OF PARIS, TEXAS
AUTHORIZING THE ISSUANCE OF
CITY OF PARIS, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2010
TABLE OF CONTENTS
Section 1. Recitals, Amount and Purpose of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Designation, Date, Denominations, Numbers, Maturities of Certificates and
Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Characteristics of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4. Form of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5. Interest and Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6. Surplus Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 7. Defeasance of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 8. Damaged, Mutilated, Lost, Stolen, or Destroyed Certificates . . . . . . . . . . . . . . . . . . 14
Section 9. Custody, Approval, and Registration of Certificates; Bond Counsel's Opinion
and Engagement; Attorney General Filing Fee; CUSIP Numbers and
Contingent Insurance Provision, if Obtained . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 10. Covenants Regarding Tax Exemption of Interest on the Certificates ........... 16
Section 11. Sale of Certificates; Approval of Official Statement . . . . . . . . . . . . . . . . . . . . . . . 18
Section 12. Allocation of Certificate Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 13. Disposition of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 14. Interest Earnings on Certificate Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 15. Construction Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 16 Compliance with Rule 15c2-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 17. Method of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 18. Continued Perfection of Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 19. Inconsistent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 20. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
i
Section 21. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 22. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 22. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 23. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 24. Designation as Qualified Tax-Exempt Obligations . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 25. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
E�ibit A Continuing Disclosure Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
ii
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PARIS, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2010;
LEVYING AN ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID
CERTIFICATES; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTIiER
PROVISIONS RELATING TO THE SUBJECT
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
WHEREAS, the City Council of the City of Paris, Texas (the "Issuer") deems it advisable to
issue Certificates of Obligation in the amount of $3,005,000 for the purpose of paying a11 or a portion
of the Issuer's contractual obligations incuned in connection with improving and expanding South
Collegiate Drive and making improvements to the frontage access for South Collegiate Drive and
paying legal, fiscal, engineering and architectural fees in connection with such project; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be
issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and
Chapter 1502, Government Code, as amended; and
WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the
City Clerk to give notice of intention to issue Certificates of Obligation; and
WHEREAS, said notice has been duly published in a newspaper of general circulation in said
City, said newspaper being a"newspaper" as defined in §2051.044, Texas Government Code; and
WHEREAS, the City received no petition from the qualified electors of the City protesting
the issuance of such Certificates of Obligation; and
WHEREAS, it is considered to be to the best interest of the City that said interest bearing
Certificates of Obligation be issued.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The
recitals set forth in the preamble hereof are incorporated herein and shall have the same force and
effect as if set forth in this Section. The certificates of the City of Paris, Texas (the "Issuer") aze
hereby authorized to be issued and delivered in the aggregate principal amount of $3,005,000 for the
purpose of paying all or a portion of the Issuer's contractual obligations incurred in connection with
improving and expanding South Collegiate Drive and making improvements to the frontage access
for South Collegiate Drive and paying legal, fiscal, engineering and architectural fees in connection
with such project (collectively, the "Project").
Section 2. DESIGNATION, DATE, DENONffNATION5, NLTMBERS, MATURITIES OF
CERTIFICATES AND INTEREST RATES. Each certificate issued pursuant to this Ordinance shall
be designated: "CITY OF PARIS, TEXAS, COMBINATION TAX AND REVENLJE
CERTIFICATE OF OBLIGATION, SERIES 2010", and initially there sha11 be issued, sold, and
delivered hereunder one fully registered certificate, without interest coupons, dated April 1, 2010,
in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
certificates issued in replacement thereofbeing in the denominations and principal amounts hereinafter
stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners
thereof (with the initial certificate being made payable to the initial purchaser as described in Section
11 hereo�, or to the registered assignee or assignees of said certificates or any portion or portions
thereof (in each case, the "Registered Owner"). The Certificates shall mature on December 15 in the
years and in the principal amounts and interest rates set forth below, interest on each Certificate
accruing on the basis of a 360-day year of twelve 30-day months from April 1, 2010 or the most
recent interest payment date to which interest has been paid or provided for at the per annum rates
of interest, payable semiannually on June 15 and December 15 of each year until the principal amount
shall have been paid or provision for such payment shall have been made, commencing December 15,
2010, as follows:
Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
Principal
Amount
$105,000
105,000
110,000
115,000
125,000
130,000
135,000
140,000
145,000
Interest
Rate Year
3.750% 2020
3.750
3.750
3.750
3.750
3.750
3.750
2.800
3.000
2021
2022
2023
2024
2025
2026
2027
2028
2029
Principal
Amount
$155,000
160,000
170,000
175,000
185,000
190,000
200,000
2I0,000
220,000
230,000
Interest
Rate
3.200%
3 200
3.375
3.500
3.625
3.750
3.875
4.000
4.000
4.200
Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration, Transfer,
Conversion and Exchange; Authentication. The Issuer sha11 keep or cause to be kept at the corporate
trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, the "Paying
Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of
the Certificates (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar sha11 make such registrations,
transfers, conversions and exchanges as herein provided. The Paying AgenURegistrar shall obtain
and record in the Registration Books the address of the registered owner of each Certificate to which
payments with respect to the Certificates shall be mailed, as herein provided; but it sha11 be the duty
of each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has been
given. The Issuer shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrax, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, sha11 not permit their inspection by any
other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of
Certificates shall be made in the manner provided and with the effect stated in the FORM OF
CERTIFICATE set forth in this Ordinance. Each substitute Certificate sha11 bear a letter and/or
number to distinguish it from each other Certificate.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the Issuer or any other body or person so as to
accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper
of customary weight and strength. Pursuant to Chapter 1201, Government Code, and particularly
Subchapter D thereof, the duty of conversion and exchange of Certificates as aforesaid is hereby
imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted
and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with
the same effect as the Certificates that initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Pavment of Certificates and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of
all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for
thirty (3 0) 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 Issuer. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each registered owner appearing on the Registration Books at the close of business on the
last business day next preceding the date of mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the Issuer at least 3 5 days prior to any such redemption date),
(iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned,
(v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the
principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the
Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the
Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF CERTIFICATE set forth in this Ordinance. The Certificate initially issued and delivered pursuant
to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar,
but on each substitute Certificate issued in conversion of and exchange for any Certificate or
Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM
OF CERTIFICATE.
(d) Book-Entrv Only Svstem. The Certificates issued in exchange for the Certificate
initially issued to the initial purchaser specified herein shall be initially issued in the form of a separate
single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the
ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection
(� hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as
nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of whom
such a DTC Participant holds an interest in the Certificates. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy ofthe records of DTC, Cede & Co. or any DTC Participant
with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or
any other person, other than a Registered Owner of Certificates, as shown on the Registration Books,
of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other
person, other than a Registered Owner of Certificates, as shown in the Registration Books of any
amount with respect to principal of or interest on the Certificates. Notwithstanding any other
provision ofthis Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled
to treat and consid8r the person in whose name each Certificate is registered in the Registration
Books as the absolute owner of such Certificate for the purpose of payment of principal and interest
with respect to such Certificate, for the purpose of registering transfers with respect to such
Certificate, and for a11 other purposes whatsoever. The Paying Agent/Registrar sha11 pay all principal
of and interest on the Certificates only to or upon the order of the Registered Owners, as shown in
the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized
in writing, and all such payments sha11 be valid and effective to fully satisfy and discharge the Issuer's
obligations with respect to payment of principal of and interest on the Certificates to the extent of the
sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books,
shall receive a Certificate evidencing the obligation of the Issuer to make payments of principal and
interest pursuant to this Ordinance. Upon delivery by DTC to the Paying AgentJRegistrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions in this Ordinance with respect to interest checks being mailed to the
Registered Owner at the close of business on the Record date, the words "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(e) Successor Securities Depositorv: Transfers Outside Book-EntrxOnlv S, sy tem. In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the representations letter of the Issuer to DTC or that it is in the best interest of the
beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer
shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate certificated Certificates to DTC
Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall
no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names Registered Owners transferring or exchanging Certificates
shall designate, in accordance with the provisions of this Ordinance.
(� Pavments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of and interest on such Certificate and all notices with respect
to such Certificate shall be made and given, respectively, in the manner provided in the
representations letter of the Issuer to DTC.
(g) Cancellation of Initial Certificate. On the closing date, one initial Certificate
representing the entire principal amount of the Certificates, payable in stated installments to the
purchaser designated in Section 11 or its designee, executed by manual or facsimile signature of the
Mayor and City Clerk of the Issuer, approved by the Attorney General of Texas, and registered and
manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to
such purchaser or its designee. Upon payment for the initial Certificate, the Paying Agent/Registrar
shall cancel the initial Certificate and deliver to the Depository Trust Company on behalf of such
purchaser one registered definitive Certificate for each year of maturity of the Certificates, in the
aggregate principal amount of all of the Certificates for such maturity.
(h) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sui�icient to pay the principal of and premium, if any, and interest on the Certificates to
be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice shall state that said redemption may, at the option of the Issuer, be
conditianal upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
AgentlRegistrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and effect,
the Issuer shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Certificates have not been
redeemed.
Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form
of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificates initially issued and delivered pursuant to this Ordinance, sha11 be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
(a) [Form of Certificate]
NO. R-
LJrTITED STATES OF AlV�RICA
STATE OF TEXAS
CITY OF PARIS, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF
OBLIGATION, SERIES 2010
Interest Rate Dated Date Maturity Date
REGISTERED OWNER:
PRINCIPAL AMOUNT
April 1, 2010
DOLLARS
December 15,
PRINCII'AL
AMOUNT
$
CUSIP No.
ON THE MATURITY DATE specified above, the City of Paris, in Lamar County, Texas (the
"Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the
"Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above.
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from April 1, 2010 at the Interest Rate per annum
specified above. Interest is payable on December 15, 2010 and semiannually on each June 15 and
December 15 thereafter to the Maturity Date specified above, or the date of redemption prior to
maturity; except, if this Certificate is required to be authenticated and the date of its authentication
is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from
the interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the ne�ct following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if
any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate
shall bear interest from the date to which such interest has been paid in full.
TI� PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the corporate
trust office of The Bank of New York Mellon Trust Company, N.A. in Da11as, Texas, which is the
"Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate sha11 be
made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this
Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, on each such interest payment date, to the
registered owner hereof, at its address as it appeared on the last day of the month preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. In addition, interest may be paid by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the
event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
Issuer. Notice of the Special Record Date and of the scheduled payment date ofthe past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five business days prior
to the Speciat Record Date by United States mail, first-class postage prepaid, to the address of each
owner of a Certificate appearing on the Registration Books at the close of business on the last
business day next preceding the date of mailing of such notice.
ANY ACCRLJED INTEREST due at maturity or upon the redemption of this Certificate prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Certificate for redemption and payment at the corporate trust office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner ofthis Certificate that on or before
each principal payment date, interest payment date, and accrued interest payment date for this
Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund"
created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate sha11 be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
corporate trust of�ice of the Paying Agent/Registra.r is located are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day that is not such a
Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS CERTIFICATE is one of a series of Certificates dated April 1, 2010, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
7
$3,005,000 for the purpose of paying all or a portion of the Issuer's contractual obligations incurred
in connection with improving and expanding South Collegiate Drive and making improvements to
the frontage access for South Collegiate Drive and paying legal, fiscal, engineering and architectural
fees in connection with such project.
THE CERTIFICATES OF THIS SERIES having stated maturities on and after December
15, 2021 may be redeemed prior to their scheduled maturities, at the option of the Issuer, on
December 15, 2020 or on any date thereafter, with funds derived from any available and lawful
source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be
redeemed shall be selected and designated by the Issuer (provided that a portion of a Certificate may
be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal
amount to be redeemed plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions
thereof prior to maturity a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the date
fixed for any such redemption, to the registered owner of each Certificate to be redeemed at its
address as it appeared on the 45th day prior to such redemption date; provided, however, that the
failure of the registered owner to receive such notice, or any defect therein or in the sending or
mailing thereof, sha11 not affect the validity or effectiveness of the proceedings for the redemption of
any Certificate. By the date fixed for any such redemption due provision sha11 be made with the
Paying Agent/Registrar for the payment of the required redemption price for the Certificates or
portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due
provision for such payment is made, all as provided above, the Certificates or portions thereof that
are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled
maturities, and they sha11 not bear interest after the date fixed for redemption, and they shall not be
regarded as being outstanding except for the right of the registered owner to receive the redemption
price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of
any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity
date, bearing interest at the same rate, in any denomination or denominations in any integral multiple
of $5,000, at the written request ofthe registered owner, and in aggregate principal amount equal to
the unredeemed portion thereof, will be issued to the registered owner upon the sunender thereof for
cancellation, at the expense of the Issuer, all as provided in the Certificate Ordinance.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee or
assignees hereof, be assigned, transfened, converted into and exchanged for a like aggregate principal
amount of fully registered certificates, without interest coupons, payable to the appropriate registered
owner, assignee or assignees, as the case may be, having the same denomination or denominations
in any integral multiple of $5,000 as requested in writing by the appropriate registered owner,
assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Certificate may be executed by the registered owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions
hereof from time to time by the registered owner. The Paying Agent/Registrar's reasonable standard
or customary fees and charges for assigning, transferring, converting and exchanging any Certificate
or portion thereofwill be paid by the Issuer. In any circumstance, any t�es or governmental charges
required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer,
conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during
the period commencing with the close of business on any Record Date and ending with the opening
of business on the next following principal or interest payment date, or (ii) with respect to any
Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its
redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this Certificate
is a general obligation of said Issuer, issued on the full faith and credit thereof; and that annual ad
valorem t�es sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been pledged for such payment, within the limit
prescribed by law, and that this Certificate is additionally secured by and payable from a limited
pledge (not to exceed $1,000) of the revenues of the Issuer's combined Waterworks and Sewer
Systems remaining after payment of all operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now
or hereafter outstanding) that are payable from all or part of said revenues, all as provided in the
Certificate Ordinance.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes and records ofthe governing body of the Issuer, and agrees that the
terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each registered owner hereof and the Issuer.
IN WITNES S WHEREOF, the Issuer has caused this Certificate to be signed with the manual
or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Clerk of said Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Certificate.
si ature)
City Clerk
(SEAL)
(si�naturel
Mayor
(b) [Form of Paying Agent/Registrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in
conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate
or certificates of a series that originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
Dated:
The Bank of New York Mellon Trust Company, N.A.
Dallas, Texas
Paying Agent/Registra.r
By:
Authorized Representative
(c) [Form of Assignment]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer ldentification Number of Transferee
io
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
(d) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) [Initial Certificate Insertions]
(i) The initial Certificate shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Certificate, the headings "Interest Rate"
and "Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No. " shall be deleted.
11
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF PARIS, TEXAS (the "Issuer"), being a political subdivision and municipal
corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above,
or registered assigns (hereinafter called the "Registered Owner"), on December 15 in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Installments Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from April 1, 2010 at the respective Interest Rate per
annum specified above. Interest is payable on December 15, 2010 and semiannually on each June 15
and December 15 and thereafter to the date of payment of the principal installment specified above,
or the date of redemption prior to maturity; except, that if this Certificate is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such Principal Amount shall bear interest from the interest payment date next preceding the
date of authentication, unless such date of authentication is after any Record Date but on or before
the next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being
exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which
such interest has been paid in full."
C. The Initial Certificate shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is
hereby created and shall be established and maintained by the Issuer at an official depository bank of
the Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of the Issuer, and shall be used only for paying the interest on and principal of the
Certificates. All amounts received from the sale ofthe Certificates as accn.�ed interest and ad valorem
taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to
the credit of said Interest and Sinking Fund. During each year while any of the Certificates are
outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and
amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the
interest on the Certificates as such interest comes due, and to provide and maintain a sinking fund
adequate to pay the principal of the Certificates as such principal matures (but never less than 2% of
the original amount of the Certificates as a sinking fund each year); and said tax shall be based on the
latest approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the
cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered
to be levied, against all taxable property in the Issuer, for each year while any of the Certificates are
outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to
12
the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for
the payment of the interest on and principal of the Certificates, as such interest comes due and such
principal matures, are hereby pledged for such payment, within the limit prescribed by law.
Section 6. SURPLUS REVENLTES. The Certificates are additionally secured by and payable
from a limited pledge (not to exceed $1,000) of the revenues of the Issuer's combined Waterworks
and Sewer Systems remaining after payment of all operation and maintenance expenses thereof, and
a11 debt service, reserve and other requirements in connection with all of the Issuer's revenue
obligations (now or hereafter outstanding) that are payable from all ar part of the Net Revenues of
the Issuer's Waterworks and Sewer Systems, constituting "Surplus Revenues." The Issuer sha11
deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to
Section 5, to the extent necessary to pay the principal and interest on the Certificates.
Notwithstanding the requirements of Section 5, if Surplus Revenues are actually on deposit in the
Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied
for any year, then the amount of taxes that otherwise would have been required to be levied pursuant
to Section 5 may be reduced to the extent and by the amount ofthe Surplus Revenues then on deposit
in the Interest and Sinking Fund.
Section 7. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate")
within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section
7, when payment of the principal of such Certificate, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) sha11 have been made or caused to be
made in accordance with the terms thereof, or (u) shall have been provided for on or before such due
date by inevocably depositing with or making available to the Paying Agent/Registrar in accordance
with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment
(1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to provide for such payment, and when proper
arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until a11 Defeased Certificates sha11 have become due and payable. At such time as a
Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and
the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad
valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal
and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any
other provision of this Ordinance to the contrary, it is hereby provided that any determination not to
redeem Defeased Certificates that is made in conjunction with the payment arrangements specified
in subsection 7(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the proceedings providing
for such payment arrangements, the Issuer expressly reserves the right to call the Defeased
Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Certificates immediately following the making of the payment arrangements; and (3 ) directs
that notice of the reservation be included in any redemption notices that it authorizes.
13
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore
set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that
is not required for the payment of the Certificates and interest thereon, with respect to which such
money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing
by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance
Securities are held for the payment of Defeased Certificates may contain provisions pernutting the
investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in subsection 7(a)(i) or (ii).
All income from such Defeasance Securities received by the Paying Agent/Registrar that is not
required for the payment of the Defeased Certificates, with respect to which such money has been
so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the
United States of America, including obligations that are unconditionally guaranteed by the United
States of America, (ii) noncallable obligations of an agency or instrumentality of the United States
of America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political subdivision of a state
that have been refunded and that, on the date the governing body of the Issuer adopts or approves
the proceedings authorizing the financial arrangements are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates
the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of
Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such
amount of Certificates by such random method as it deems fair and appropriate.
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged,
mutilated, lost, stolen or destroyed, the Paying Agent/Registrar sha11 cause to be printed, executed
and delivered, a new certificate of the same principal amount, maturity and interest rate, as the
damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the
manner hereinafter provided.
(b) Ap lp ication for ReQlacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered
owner applying for a replacement certificate sha11 furnish to the Issuer and to the Paying
14
Agent/Registrar such security or indemnity as may be required by them to save each ofthem harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Certificate, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be.
In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the
Paying AgentlRegistrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall ha.ve matured, and no default has occuned that is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the
Issuer may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or
indemnity is furnished as above provided in this Section.
(d) Char�e for Issuin�eplacement Certificates. Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under this Ordinance.
(e) Authoritkfor Issuin� Replacement Certificates. In accordance with Subchapter p of
Chapter 1201, Government Code, this Section 8 of this Ordinance shall constitute authority for the
issuance of any such replacement certificate without necessity offurther action by the governing body
of the Issuer or any other body or person, and the duty of the replacement of such certificates is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Certificates in the form and manner and with the effect, as
provided in Section 3(a) of this Ordinance for Certificates issued in conversion and exchange for
other Certificates.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION AND ENGAGEMENT; ATTORNEY GENERAL FILING FEE; CUSIP
NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. (a) The Mayor
of the Issuer is hereby authorized to have control of the Certificates initially issued and delivered
hereunder and all necessary records and proceedings pertaining to the Certificates pending their
delivery and their investigation, examination, and approval by the Attorney General of the State of
Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing
to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached
to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on
such Certificate. The approving legal opinion ofthe Issuer's Bond Counsel and the assigned CUSIP
numbers may, at the option of the Issuer, be printed on the Certificates issued and delivered under
15
this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and
information of the registered owners of the Certificates. The Issuer approves the insurance of the
Bonds by Assured Guaranty Corp. (the "Insurer"), and the payment of the premium for such
insurance, and the Certificates may bear an appropriate legend as provided by the Insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificates is subject
to the initial purchaser being furnished with the fina1, approving opinion of McCall, Parkhurst &
Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the
date of initial delivery of the Certificates to the initial purchaser. The engagement of such firm as
bond counsel to the Issuer in connection with issuance, sale and delivery of the Certificates is hereby
approved and confirmed. The execution and delivery of an engagement letter between the Issuer and
such firm, with respect to such services as bond counsel, is hereby authorized in such form as may
be approved by the Mayor of the Issuer and the Mayor is hereby authorized to execute such
engagement letter.
(c) In accordance with the provisions of Section 1202.004, Tex. Gov't Code Ann., in
connection with the submission of the Certificates by the Attorney General of Texas for review and
approval, a statutory fee (an amount equal to 0.1% principal amount of the Certificates, subject to
a minimum of $750 and a ma�mum of $9,500) is required to be paid to the Attorney General upon
the submission of the transcript of proceedings for the Certificates. The Issuer hereby authorizes and
directs that a check in the amount of the Attorney General filing fee for the Certificates, made payable
to the "Texas Attorney General," be promptly furnished to the Issuer's Bond Counsel, for payment
to the Attorney General in connection with his review of the Certificates.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES. The Issuer covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Certificates as Obligation described in section
103 of the Code, the interest on which is not includable in the "gross income" of the holder for
purposes of federal income ta�cation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the
proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the Issuer, with respect to such private business use, do not, under the terms of
this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Certificates, in contravention of
section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a"private business use" that is "related" and not
16
"disproportionate," within the meaning of section 141(b)(3 ) of the Code, to the governmental
use;
(c) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds ofthe Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action that would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141(b} of the Code;
(e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(� to refrain from using any portion of the proceeds of the Certificates, directly
or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Certificates, other than investment property acquired with --
(1) proceeds ofthe Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and,
to the extent applicable, section 149(d) of the Code (relating to advance refundings);
(h) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of section 148(� of the Code and
to pay to the United States of America, not later than 60 days after the Certificates have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(� of the Code; and
(i) to assure that the proceeds of the Certificates will be used solely for new money
projects.
17
In order to facilitate compliance with the above covenant (h), a"Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the certificateholders. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained
herein are intended to assure compliance with the Code and any regulations or rulings promulgated
by the U. S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promuigated that modify or expand provisions of the Code, as applicable to the Certificates,
the Issuer will not be required to comply with any covenant contained herein to the e�ent that such
failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Certificates under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated that impose additional requirements
applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption
from federal income taa�ation of interest on the Certificates under seEtion 103 of the Code. In
furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any
documents, certificates or reports required by the Code and to make such elections, on behalf of the
Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the
Certificates.
Section 11. SALE OF CERTIFICATES; APPROVAL OF OFFICIAL STA'TEMENT (a)
The Certificates are hereby sold and shall be delivered to Wells Fargo Advisors (the "Purchaser"), at
a price of par, plus accrued interest on the Certificates. The Certificates shall initially be registered
in the name of the Purchaser.
(b) It is hereby officially found, determined and declared that the Certificates have been
sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant
to an Official Notice of such and Bidding Instructions. It is further officially found, determined and
declared that the Certificates have been offered pursuant to a Preliminary Official Statement dated
March 1, 2010, prepared and distributed in connection with the sale of the Certificates. Said
Preliminary Oi�icial Statement, the Official Statement dated March 8, 2010, and any addenda,
supplement or amendment thereto, have been and are hereby approved by the City Council of the
Issuer and its use in the offer and sale of the Certificates is hereby approved. It is further officially
found, determined and declared that the statements and representations contained in said Official
Statement are true and correct in all material respects, to the best knowledge and belief of the City
Council. The accrued interest received from the sale of the Certificates and the net original issue
premium sha11 be deposited into the Interest and Sinking Fund.
Section 12. ALLOCATION OF CERTIFICATE PROCEEDS. The Issuer covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the construction
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and acquisition of the Project on its books and records by allocating proceeds to expenditures within
18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed.
The foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Certificates
or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary ofthe
delivery of the Certificates, or (2) the date the Certificates are retired, unless the Issuer obtains an
opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the
status, for federal income tax purposes, of the Certificates or the interest thereon. For purposes
hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such
failure to comply will not adversely affect the excludability for federal income t� purposes from
gross income of the interest.
Section 13. DISPOSITION OF PROJECT. The Issuer covenants that the Project will not
be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such
sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For
purposes of the foregoing, the portion ofthe property comprising personal property and disposed in
the ordinary course sha11 not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for
federal income tax proposes from gross income of the interest.
Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings
derived from the investment of proceeds from the sale of the Certificates shall be used along with
other certificate proceeds for the Project; provided that after completion of such purpose, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that any interest earnings on certificate proceeds that
are required to be rebated to the United States of America pursuant to Section 10 hereof in order to
prevent the Certificates from being arbitrage bonds sha11 be so rebated and not considered as interest
earnings for the purposes of this Section.
Section 15. CONSTRUCTION FUND. The Issuer hereby creates and establishes and shall
maintain on the books of the Issuer a separate fund to be entitled the "Series 2010 Combination Tax
and Limited Surplus Revenue Certificate of Obligation Construction Fund" for use by the Issuer for
payment of all lawful costs associated with the acquisition and construction of the Project as
hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said
Fund shall be transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest and
Sinking Fund shall be used in the manner described in Section 5 of this Ordinance.
Section 16 CONIPLIANCE WITH RI1LE 15c2-12. (a) Annual Reports. (i) The Issuer
shall provide annually to the MSRB, within six months after the end of each fiscal year ending in or
after 2009, financial information and operating data with respect to the Issuer of the general type
included in the final Ofi'icial Statement authorized by Section 11 of this Ordinance, being the
information described in Exhibit A hereto. Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit A hereto, or such other
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accounting principles as the Issuer may be required to employ from time to time pursuant to state law
or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the Issuer shall provide unaudited financial
statements by the required time and will provide audited financial statements for the applicable fiscal
year to the MSRB, when and if the audit report on such statements become available. Such
information shall be transmitted electronically to the MSRB, in such format and accompanied by such
identifying information as prescribed by the MSRB.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to
provide financial information and operating data pursuant to this Section. The financial information
and operating data to be provided pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document (including an official statement
or other offering document, if it is available from the MSRB) that theretofore has been provided to
the MSRB or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify the MSRB, in a timely manner, of any of
the following events with respect to the Certificates, if such event is material within the meaning of
the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial dii�culties;
5. Substitution of credit or liquidity providers, or theu failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates;
7. Modifications to rights of holders of the Certificates;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale ofproperty securing repayment ofthe Certificates; and
11. Rating changes.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial
information or operating data in accordance with subsection (a) of this Section by the time required
by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except
that the Issuer in any event will give the notice required by Subsection (b) hereof of any Bond calls
and defeasance that cause the Issuer to no longer be such an"obligated person".
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(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
Issuer's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
Issuer does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Certificates at any future date.
(iii) UNDER NO CIRCLTMSTANCES SHALL THE ISSLJER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE IS SUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FORMANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the registered owners of a majority in aggregate principal amount (or any greater amount required
by any other provision of this Ordinance that authorizes such an amendment) of the outstanding
Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as
nationally recognized bond counsel) determined that such amendment will not materially impair the
interest of the registered owners and beneficial owners of the Certificates. If the Issuer so amends
the provisions of this Section, it shall include with any amended financial information or operating
data next provided in accordance with subsection (a) of this Section an explanation, in narrative form,
of the reason for the amendment and of the impact of any change in the type of financial information
or operating data so provided. The Issuer may also amend or repeal the provisions of this continuing
disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of
final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the
e�ent that the provisions ofthis sentence would not prevent an underwriter from lawfully purchasing
or selling Certificates in the primary offering of the Certificates.
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(d) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 17. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely af�ect the interests
of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of
default as shall not be inconsistent with the provisions of this Ordinance and which shall not materially
adversely affect the interests of the holders, (v) qualify this Ordinance under the Trust Indenture Act
of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (iv)
make such other provisions in regard to matters or questions arising under this Ordinance as sha11 not
be inconsistent with the provisions of this Ordinance and which shall not in the opinion of the Issuer's
Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in
principal amount 51 % of the aggregate principal amount of then outstanding Certificates which are
the subject of a proposed amendment shall have the right from time to time to approve any
amendment hereto which may be deemed necessary or desirable by the Issuer; provided, however,
that without the consent of 100% of the holders in aggregate principal amount of the then outstanding
Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms
and conditions of this Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates or any of them or impose any condition with respect to such
payment; or
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(5) Change the minimum percentage of the principal amount of any series of Certificates
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U. S. mail to each registered owner of the affected Certificates a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once in
a financial publication published in The City of New York, New York or in the State of Texas. Such
published notice shall briefly set forth the nature of the proposed amendment and shall state that a
copy thereof is on file at the office of the Issuer for inspection by all holders of such Certificates.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51 % in aggregate
principal amount of all of the Certificates then outstanding which are reyuired for the amendment,
which instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders
of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(� Any consent given by the holder of a Certificate pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate
during such period. Such consent may be revoked at any time after six months from the date of the
publication of said notice by the holder who gave such consent, or by a successor in title, by filing
notice with the Issuer, but such revocation sha11 not be effective if the holders of S 1% in aggregate
principal amount of the affected Certificates then outstanding, have, prior to the attempted
revocation, consented to and approved the amendment.
For the purposes ofestablishing ownership ofthe Certificates, the Issuer shall rely solely upon
the registration of the ownership of such Certificates on the registration books kept by the Paying
Agent/Registrar.
Section 18. CONTINUED PERFECTION OF SECURITY INTEREST. Chapter 1208,
Government Code, applies to the issuance of the Certificates and the pledge of the ad valorem taxes
granted by the Issuer under Section 5 of this Ordinance and the pledge of the Surplus Revenues under
Section 6 of this Ordinance, and such pledge is therefore valid, effective, and perfected. If Texas law
is amended at any time while the Certificates axe outstanding and unpaid such that the pledge of the
ta�ces granted by the Issuer under Section 5 of this Ordinance or the pledge of the Surplus Revenues
under Section 6 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business
& Commerce Code, then in order to preserve to the registered owners of the Certificates the
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perfection of the security interest in said pledges, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said
pledges to occur.
Section 19. INCONSISTENT PROVISIONS. All indentures, ordinances or resolutions, or
parts thereof, that are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 20. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
Section 21. SEVERABILITY. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
Section 22. EVENTS OF DEFAULT. Each of the following occunences or events for the
purpose of this Ordinance is hereby declared to be an event of default (an "Event of Default"):
(i) the failure to make payment of the principal of or interest on any of the Certificates when
the sa.me becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation
of the Issuer, the failure to perform which materially, adversely affects the rights of the
Registered Owners, including, but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Registered Owner to the Issuer.
Section 22. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event ofDefault,
then and in every case, any Registered Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the may proceed against the Issuer
or the Board of Trustees of the Issuer, as appropriate for the purpose of protecting and enforcing the
rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in eyuity or at law, in any court of competent jurisdiction, for any relief permitted by law,
including the specific performance of any covenant or agreement contained herein, or thereby to
enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners
hereunder or any combination of such remedies.
(b) It is provided that a11 such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Certificates then outstanding.
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Section 23. REMEDIES NOT EXCLUSIVE. (a) No remedy herein confened or reserved
is intended to be exclusive of any other available remedy or remedies, but each and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or under the
Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding
any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates
shall not be available as a remedy under this Ordinance.
(b} The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of
any other available remedy.
(c) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a personal
or pecuniary liability or charge against the officers, employees or trustees of the Issuer or the Board
of Trustees of the Issuer.
Section 24. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer
hereby designates the Certificates as "qualified t�-exempt obligations" as defined in section 265(b)(3)
of the Code. In furtherance of such designation, the Issuer represents, covenants and warrants the
following: (a) that during the calendar year in which the Certificates are issued, the Issuer (including
any subordinate entities) has not designated nor will designate obligations, which when aggregated
with the Certificates, will result in more than $10,000,000 ($30,000,000 for taxable years beginning
after December 31, 2008 and ending prior to January 1, 2011) of "qualified tax-exempt obligations"
being issued; (b) that the Issuer reasonably anticipates that the amount of taac-exempt obligations
issued, during the calendar year in which the Certificates are issued, by the Issuer (or any subordinate
entities) will not exceed $10,000,000 ($30,000,000 for t�able years beginning after December 31,
2008 and ending prior to January 1, 2011); and, (c) that the Issuer will take such action or refrain
from such action as necessary, and as more particularly set forth in this Section, in order that the
Certificates will not be considered "private activity bonds" within the meaning of section 141 of the
Code.
Section 25. EFFECTIVE DATE. In accordance with the provisions of V.T.C.A.,
Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption
by the City Council.
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Eghibit A
Continuing Disclosure Information
The following information is referred to in Section 16(a) of this Ordinance:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendices of the Official
Statement referred to) below:
The quantitative financial information and operating data pertaining to the Issuer of the general type
included in Tables numbered 1, 2, 11, 12, 13, 15, 22, 23, 24, 25 and 26 of Appendix A and in
Appendix D to the Official Statement.
The financial statements of the Issuer that will be provided will be unaudited, unless an audit is
performed, in which event the audited financial statements will be made available.
Accounting Principles
The accounting principles refened to in such Section are the accounting principles described in the
notes to the financial statements that are attached to the Official Statement as Appendix C, or such
other accounting principles as the Issuer may be required to employ from time to time pursuant to
state law or regulation.
A-1