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HomeMy WebLinkAboutORD 05-044 B.11.b No.4 C1tTl�'I�;A'!T FOR 03INAFCE THE STATE OF TEXAS § COUNTY OF JEFFERSON § TBE CITY OF BEAUMONT § We, the undersigned officers of the City Council of The City of Beaumont, Texas, hereby certify as follows: 1. The City Council of The City of Beaumont, Texas, convened in regular meeting on the 24th day of May, 2005, at the regular meeting place thereof, within said City, and the roll was called of the duly constituted officers and members of said City Council and the City Clerk,to wit: Guy Goodson Mayor Becky Ames Councilmember at Large Andrew P.Cokinos Councihnember at Large Lulu L. Smith Councilmember Ward 1 Nancy Beaulieu Councilmember Ward 2 Audwin Samuel Councilmember Ward 3 Bobbie J.Patterson Councilmember Ward 4 Rose Ann Jones City Clerk and all of said persons were present, except the following absentees: Lulu L. Smith, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $20,0000M THE CITY OF BEAUMONT, TEXAS, CEIMCATES OF OBLIGAMI N, SNZIES ; LEVYING TAXES TO PROVIDE FOR PAYMENT TH]MEOF; AND CONTAINING OTHER MATTERS RELATED THERETO was duly introduced for the consideration of said City Council. It was then duly moved and seconded that said ordinance be adopted; and, after due discussion, said motion, carrying with it the adoption of said ordinance,prevailed and carried by the following vote: AYES: 6 NOES:0 -1- B.1 1.b 2. That a true, full and correct copy of the aforesaid ordinance adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; tlhat said ordinance has been duly recorded in said City Council's minutes of said meeting pertaining to the adoption of said ordinance;that the above and foregoing paragraph is a true,full and correct excerpt from said City Council's minutes of said meeting; drat the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes as indicated therein;that the persons named in the above and foregoing paragraph are the duly chosen,qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the date, lour, place and purpose of the aforesaid meeting, and that said ordinance would be introduced and considered for adoption at said meeting, and each of said officers and members consented, in advance, to the holding of said meeting for such purpose; that said meeting was open to the public as required by law; and the public as required by law; and that public notice of the date, hour, place and subject of said meeting was given as required by Chapter 551 of the Texas Government Code Annotated, Vernon's 1994,as amended. SIGNED AND SEALED this Z,.A day of June, 2005. 4QMW 96m� CITY CLERK MAYOR (SEAL) Ulf. Of titt®tit -2- B.11.b ORDINANCE AUTHORMING THE ISSUANCE AND SALE OF$20,000,000 THE CITY OF BEAUMONT,TEXAS,CERTIFICATES OF OBLIGATION,SERIES 2005; LEVYING TAXES TO PROVIDE FOR PAYMENT THEREOF; AND CONTAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS § COUNTY OF JEFFERSON § THE CITY OF BEAUMONT § WHEREAS,the City Council of The City of Benumoat;Texas(the"City" has heretofore authorized the publication of a notice of intention to issue certificates of obligation to the effect that the City Council would meet on May 24, 2005,the date tentatively set for passage of an ordnance and such other action as may be deemed necessary to authorize the issuance of certificates of obligation payable from City ad valorem taxes and a pledge of certain revenues of the City's waterworks and sewer system, or as soon the as may be practicable, for the purpose of evidencing the indebtedness of the City for the cost of (i) authorized street and drainage improvements; (ii) construction of a new City office building and visitor's eerAw, (iii)renovations to the club house and parking lot at Henry Homberg golf course in Tyrell Pads, (iv) building improvements, renovations and repairs to the Municipal Court Building, (v) finplu merits and repairs to other public park facilities, including but not limited to, construction of walking trails, new playground equipment, spray devices, sidewalks, landscaping, covered pavilion, and construction of a new passive park, (vi) purchase of radios, communication equipment, hardware and software and(vii)the cost of professional services incurred in connection therewith;and WHEREAS, such notice was published at the times and in the manner required by the Constitution and the laws of the State of Texas and the United States of America, respectively, particularly Chapter 271,Texas Local Government Code,as amended;and WHEREAS, no petition or other request has been filed with or presented to any official of the City requesting that any of the proceedings authorizing such certificates of obligation be submitted to a referendum or other election; and WHEREAS, the City Council of the City has determined to authorize such certificates of obligation for the purposes set out in this Ordinance;and WHEREAS, the City is authorized,pursuant to Chapter 1502,Texas Govemment Code,as amended,to pledge not more than $10,000 of the net revenues of the City's waterworks and sewer system as security for the certificates of obligation authorized herein; NOW,THEREFORE,BE IT ORDAINED BY THE CITY OF BEAUMONT,TEXAS: B.11.b 1. Preamble. The matters and facts contained in the preamble to this Ordinance are hereby found to be true and correct. 2. . Throughout this Ordinance, the following terms and expressions as used herein shall have the meanings set forth below: The term "Business Day" shall mesa any day which is not a Saturday, Sunday, a legal holiday,or a day on which the Registrar is authorized by law or executive order to close. The tern "Certificates" or "Series 2005 Certificates" shall mean the Certificates of Obligation, Series 2005, authorized in this Ordinance, unless the context clearly indicates otherwise. The team"Certificates Insurance Policy"shall mean the mu mdpal bond guaranty insurance policy issued by the Insxa insuring the payment when due of the principal of and interest on the Certificates as provided therein. The term"City"shall mean The City of Beai mmit,Texas. The term"Code"shall mean the Internal Revenue Code of 1986,as amended. The term "Comptroller" shall mean the Comptroller of Public Amounts of the State of Texas. The term "Construction Fund" shall mean the construction fimd established by the City pursuant to Section 20 of this Ordinance. The term "DTC" shall mean The Depository Trust Company of New York, New York, or any successor securities depository. The term "DTC Participant" shall mean brokers and dealers, banks, trust cxnVanies, clearing corporations, and certain other orgasuzations on whose behalf DTC was crested to hold securities to facilitate the clearance and settlement of securities transactions among the DTC Participants. The term "Insurer" shall mean MBIA Insurance Corporation, the issuer of the Certificates Insurance Policy. The term "Interest and Sinking.Find" shall mean the interest and sinking fund established by the City pursuant to Section 20 of this Ordinance. Tin term"Interest Payment Date",when used in connection with any Certificate,shall mean March 1,2006,and each March 1 and September 1 thereafter until maturity or earlier redemption. -2_ L' B.11.b The term "Net Revenues" shall mean the revenues of the System renaming after deduction of the reasonable and necessary expenses of operation and maintenance of the System. The term "Ordinance" as used herein and in the Certificates shall mean this Ordinance authorizing the Certificates. The term "Owner" or"Registered Owner", when used with respect to any Certificate, shall mean the person or entity in whose name such Certificate is registered in the Register. The teen"Paying Agent"shall mean the Registrar. The term "Record Date" shall mean, for any Interest Payment Date, the 15th day of the month next preceding such Interest Payment Date. The term "Register" shall mean the books of registration kept by the Rem in which are maintained the names and addresses of and the principal amounts registered to each Owner. The term "Registrar" shall mean dPMORGAN CHASE BANK,N.A., Dallas, Texas, and its successors in that opacity. The term "SEC" shall mean the United States Securities and Exchange Commission and its successors. The term"System"shall mean the City's waterworks and sewer system. The term"Underwriter"shall mean A13N An ru Fbuum sl Services,Inc. 3. Authorization. The Certificates shall be issued in fully registered form,without coupons, in the total authorized aggregate amount of Twenty MiSon Dollon($20,000,000),for the purpose of evidencing the indebtedness of the City for the cost of (i) authorized street and drainage improvements; (ii)construction of a new City office building and visitor's carter, (iii)renovations to the club horse and parking lot at Henry Homberg gaff course in Tyrell Park, (iv) building improvements, renovations and repairs to the Municipal Court Building (v) improvements and repairs to other public park facilities, including but not limited to, construction of wanking trails, new playground equipment, spray devices, sidewalks, landscaping covered pavilion, and construction of a new passive park, (vi) purchase of radios, communication equipment, hardware and software and(vii)the cost of professional services incurred in connection therewith. 4. Designation. Date.and Inter UmM Dates. The Certificates shall be designated as the "7I1E CrI Y OF BEAUMONT, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 2005", and shall be dated May 15, 2005. The Certificates shall bear interest from the later of May 15,2005,or the most recent Interest Payment Date to which interest has been paid or duly provided -3- B.1 1.b for, calculated on the basis of a 360-day year of twelve 30-day months, which interest shall be payable on March 1, 2006, and semiannually thereafder on March 1 and September 1 of each year until maturity or earlier redemption. 5. The Certificates shell be issued bearing the numbers, in the principal amounts, and bearing interest at the rates set forth in the following schedule,and may be transferred and exchanged as set out in this Ordinaoce. The Certificates shall mature, subject to prior redemption in accordance with this Ordinance, on March 1 in each of the years and in the amounts set out in such schedule. Certificates delivered upon transfer of or in exchange for other Certificates shall be numbered in order of their uAientication by the Registrar, shall be in the denomination of$5,000 or integral multiples thereof; and shall mature on the same date and bear interest at the same rate as the Certificate or Certificates in lieu of which they are delivered. Certificate Year Principal Interest Number of Maturity Amount Rate CR-1 2007 $ 100,000 3.500'/0 CR-2 2008 $ 190,000 3.5000A CR-3 2009 $ 145,000 3.500% CR-4 2010 $ 100,000 3.625% CR-5 2011 $ 195,000 3.625% CR-6 2012 $ 220,000 4.000% CR-7 2013 $ 275,000 5.000'/0 CR-8 2014 $ 32551000 5.000% CR-9 2015 $1,150,000 5.000% CR-10 2016 $1,220,000 5.000% CR-11 2017 $1,305,000 5.00001* CR-12 2018 $1,360,000 5.000% CR-13 2019 $1,775,000 5.000% CR-14 2020 $1,810,000 5.000% CR-15 2021 $1,855,000 4.250% CR-16 2022 $1,900,000 4.250% CR-17 2023 $1,960,000 4.250'/0 CR-18 2024 $2,020,000 4.125% CR-19 2025 $2,095,000 3.W10 6. Execution of Certificates:Seal. The Certificates shall be signed by the Mayor of the City and countersigned by the City Clerk of the City, by their manual, lithographed, or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such f icsini le sib on the Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the City had been manually -4- B.11.b u� upon each of the Certificates. If any officer of the City whose mffimal or facsimile signature shall appear on the Certificates shall cease to be such officer before the authe nbcation of such Certificates or before the delivery of such Certificates, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. 7. AXm3ml by AMM QM=L RStration by Cc tiller. The Certificates to be initially issued shall be delivered to the Attorney General of the State of Texas for approval and shall be registered by the Comptroller of Public Accounts of the State of Texas. The manually executed registration certificate of the Comptroller of Public Accounts substantially in the form provided in Section 17 of this Ordinance shall be attached or affixed to the initial Certificates. 8. A dim. Except for the Certificates to be initially issued,which need not be authenticated by the Registrar,only Certificates which bear thereon a certificate of 'on, substantially in the form provided in Section 17 of this Ordinance, manually executed by an authorized representative of the Registrar,shall be entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such duly executed certificate of authenticate shall be conclusive evidence that the Certificates so authenticated were delivered by the Registrar hereunder. 9. Pavmerrt of PriaMW and Interest. The Registrar is hereby appointed as the paying agent for the Certificates. The principal of the Certificates shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they become due and payable,at the designated corporate trust office of the Registrar. The interest on each Certificate shall be payable by check payable on the Interest Payment Date, mailed by the Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Register. At the request of the rimed Owner of $1,000,000 or more in aggregate principal amount of Certificates,the Registrar shall pay interest thereon by wire transfer m immediately available fiords to the account designated by such Owner to the Registrar in writing at least five(5)days before the Record Date for such payment If the date for payment of the principal of or interest on any Certificate is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. 10. Successor . The City covenants that at all times while any Certificates are outstanding it will provide a bank,trust company, financial institrrtion or other entity duly qualified and duly authorized to act as Registrar for the Certificates. The City reserves the right to change the Registrar on not less than sixty(60)days'written notice to the Registrar, so long as any such notice is effective not less than sixty(60) days prior to the next succeeding principal or interest payment date on the Certificates. Promptly upon the appointment of any successor Registrar, the previous -5- B.11.b Registrar shall deliver the Register or copies thereof to the new Registrar, and the new Registrar shall notify each Owner,by United States mail, fast class postage prgraid, of such change and of the address of the new Registrar. Each Registrar ham, by acting in that capacity, shall be deemed to have agreed to the provision of this Section. 11. Snexial Record Date. If interest on any Certificate is not paid on any Interest Payment Date and continues unpaid for thirty(30) days thy, the Registrar shall establish a new record date for the payment of such interest, to be known as a Special Record Date. The Registrar shall establish a Special Record Date when finds to make such interest payment are received from or on behalf of the City. Such Special Record Date shall be fifteen(15)days prior to the date fixed for payment of such past due interest, and notice of the date of payment and the Special Record Date shall be sent by United States mail, first elms,postage prgmd,not later than five(5)business days prior to the Special Record D ate,to each affected Owner of record as of the close of business on the day prior to the mailing of such notice. 12. The City,the Registrar and any other person may treat the person in whose name any Cmdficate is registered as the absolute Owner of such Certificate for the purpose of making payment of principal or interest on such Certificate, and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any Certificate in affiance with this Section 12 shall be valid and effectual and shall discharge the liability of the City and the Registrar upon such Certificate to the extent of the sums paid Amounts held by the Registrar which represent principal of and mtereest on the Certificates remaining unclaimed by the Owner after the expiration of three (3) years from the date such amounts have become due and payable shall be reported and disposed of by the Registrar in accordance with the provisions of Texas law,including to the extent applicable,Title 6 of the Texas Properly Code,as amended. 13. &qWM9jm TMfer and Exdy"L % M EjgWw for UMgUfi&&@d 0stificatm. So long as any Certificates rommin outstanding,the Registrar shall keep the Register at its principal corporate trust office and, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and transfer of Certificates in accordance with the terms of this Ordinance. Each Certificate shall be transferable only upon the presentation and surrender thereof at the principal corporate trust office of the Registrar, duly enclosed for transfer, or accompanied by an assignment duly executed by the registered Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any Certificate for transfer, the Registrar shall authenticate and deliver in exchange therefor, within three (3) Business Days after such presentation, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount -6- B.11.b and bearing interest at the same rate as the Certificate or Certificates so presented. All Certificates shall be exchangeable upon pion and surrender thereof at the principal corporate trust office of the Registrar for a Certificate or Certificates of the some maturity and interest rate in any authorized aonomination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or Certificates primed for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchange Certificates in accordance with the provisions of this Section 13. Each Certificate delivered in accordance with this Section 13 shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such Certificate is delivered. The City or the Registrar may require the Owner of any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Certificate. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the City. Neither the City nor the Registrar shall be required to transfer or exchange any Certificate called for redemption, in whole or in part, within forty-five (45) days of the date fixed for redemption; provided,however, such limitation on transfer shall not be applicable to an exchange by the Owner of the unredeemed balance of a Certificate called for redemption in part Notwithstanding any other provision f hawbut at the sole election of the Underwriter,the ownership of the Certificates shall be registered in the name of Cede& Co., as nominee of DTC, and except as otherwise provided in this Section, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Certificates shall be initially issued in the form of a single separate certificate for each of the maturities thereof If the Underwriter shall elect to invoke the provisions of this Section,then the following provisions shall take effect with respect to the Certificates. With respect to Certificates registered in the name of Code&Co.,as nominee of DTC,the City and the Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentowe,the City and the Registrar small have no responsibility or obligation with respect to (i) the accuracy of the 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 an Owner of a Certificate, as shown on the Register,of any notice with respect to the Certificates, including any notice of redemption, or(iii)the payment to any DTC Participant or any other person, other than an Owner of a Certificate, as shown in the Register,of any amount with respect to principal off.premium,if any,or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Register as the absolute Owner of such Certificate for the purpose of payment of principal of premium,if any, and interest on the Certificates, for the purpose of all matters with respect to such -7- B.11.b Certificates, for the purpose of registering transfers with respect to such Certificates, and for all other purposes whatsoever. The Registrar shall pay all principal o� premium, if any, and interest on the Certificates only to or upon the order of the respective Owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of premium, if any,and interest on the Cerrtificates to the extent of the sum or sums so paid. No person other than an Owner as shown in the Register, shall receive a certificate for a Certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Register of written notice to the effect that'DTC has ddamined to substitute a new nominee in place of Cede&Co., the word "Cede& Co."in this Ordinance shall refer to such new nominee of DTC. In the event that the City or the Registrar determines that DTC is incapable of dung its responsibilities described herein and in the Letter of Representation and that it is in the best interest of the beneficial Owners of the Certificates that they be able to obtain oartificated Certificates, or if DTC Participants owning at least 50,119 of the Certificates outstanding based on current records of the DTC determine that continuation of the system of book-entry transfers through the DTC(or a successor securities depository)is not in the best interest of such beneficial Owners of the Certificates,or in the event DTC discontinues the services described herein,the City or the Registrar shall () appoint a suer securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, and notify DTC of the appoiiitcnezrt of such successor smrrities depository and transfer one or more awe Certificates to such successm securities depository or (ii) notify DTC of the availability dumigh DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates cmditred to their DTC accounts. In such event,the Certificates shall no longer be restricted to being registered in the Register 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 Owners teans#erring or exehanging'Certificates shall designate,in accordance with the provisions of this Ordinance. NoWthstanding any other provision of this Ordinance to the contrary, so long as any Certificates are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal o f premium,if any,and interest on the Certificates,and all notices with respect thereto,shall be made and given in the manner provided in the Letter of Representation. 14. Militated.Lost, or Stolen Certificates. Upon the presentation and surrender to the Registrar of a mutilated Certificate,the Registrar shall authenticate and deliver in exchange therefor a replacement Certificate of like maturity, interest rate and principal amount,bearing a number not contemporaneously outstanding. If any Certificate is lost, apparently destroyed, or wrongfully taken,the City,p=ant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement Certificate of like amount,bearing a number not contemporaneously outstanding. -8- BA 1.b The City or the Regishar may require the Owner of a mutilated Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other associated expenses,including the fees and expenses of the Registrar. The City or the Registrar may require the Owner of a lost, apparently destroyed or wrongfully taken Certificate,before any replacement Certificate is issued,to: (1) furnish to the City and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss,destruction or theft of such Certificate; (2) furnish such security or indemnity as may be required by the Registru and the City to save them harmless; (3) pay all expenses and charges in coon therewith, including, but not limited to,printing costs,legal fees, fees of the Registrar and any tax or other governmental dwp that may be imposed;and (4) meet any other reasonable requirements of the City and the Registrar. Ii', after the delivery of such replacement Certificate, a bona fide poser of the original Certificate in lieu of which such replacement Certificate was issued presents for paynuw such original Certificate, the City and the Registrar shall be entitled to recover such replacement Certificate fiom the person to whom it was delivered or any person taking thereEnom,except a bona fide pruuhaser, and shall be entitled to recover upon the security or indannity provided therefor to the extant of any loss, damage, cost or expenw incurred by the City or the Registrar in connection therewith. If any such mutilated,lost,apparently destroyed or wrongfully take Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a replacement Certificate,authorize the Registrar to pay such Certificate. Each replacement Certificate delivered in accordance with this Section 14 shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. 15. Cwgajbt4M of Certificates. All Certificates paid in accordance with this Ordinance, and all Certificates in lieu of which excharmge Certificates or replacement Certificates are authenticated and delivered in accordance herm ith,shall be cancelled and destroyed upon the making of proper records regarding such payment. The Registrar shall furnish the City with appropriate certificates of destruction of such Certificates. 16. Optional Redemption. The City reserves the right, at its option, to redeem -9- B.1 1.b Certificates having stated maturities on and after March 1, 2016, in whole or in part, on March 1, 2015,or any date thereafter,at a price of per plus accrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed, the City shall determine the Certificates, or portions thereof',to be redeemed. Certificates may be redeemed only in integral multiples of$5,000. If a Certificate subject to redemption is in a denomination larger that$5,000, a portion of such Certificate may be redeemed, but only in integral multiples of$5,000. Upon surrender of any Certificate for redemption in part, the Registrar, in accordance with Section 13 hereof shall authenticate and deliver in exchange therefor a Certificate or Certificates of lice maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered. Not less than thirty(30) days prior to a redemption date for the Certificates, the City shall cause a notice of redemption to be ant by United States mail;first class,postage prepaK to each Owner of each Certificate to be redeemed in whole or in part,at the address of the Owner appearing on the Register at the close of business on the Business Day next preceding the date of the mailing of such notice. Such notice shall state the redemption date,the redemption price,the place at which Certificates are to be surrendered for payment and, if less than all the Certificates are to be redeemed, the numbers of the Certificates or portions thereof to be redeemed. Any notice of redemption so mailed shall be conclusively presumed to have been duly givers whether or not the Owner receives such notice. By the date fixed for redemption,due provision shall be made with the Registrar for payment of the redemption price of the Certificates or portions thereof to be redeemed. When Certificates have been called for redemption in whole or in part and due provision made to redeem the same as herein provided, the Certificates or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of being paid solely from the funds so provided for redemption, and the rights of the Owners to collect interest which would otherwise accrue after the redemption date on any Certificate or portion thereof called for redemption shall terminate on the date fixed for redemption. 17. Fes. The form of the Certificates, inchuding the form of the 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 which shall be attached or affixed to the Certificates initially issued shall be, respectively, substantially as follows, with such additions, deletions and variations as may be necessary or desirable and not prohibited by this Ordinance: UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF JEFFERSON NUMBER DENOMINATION CR- $ -10- B.1l b REGISTERED REGISTERED THE CITY OF BEAUMONT,TEXAS CERTIFICATE OF OBLIGATION SERIES 2005 INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: May 15,2005 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS THE CITY OF BEAUMONT,TEXAS(the"City"),promises to pay to the registered owner identified above,or registered assigns,on the date specified above,upon presentation and surrender of this certificate at the designated corporate trust office of JPMORGAN CHASE BANK, N.A., Dallas, Texas (the "Registrar" or at its principal payment office in Dallas, Texas, the principal amount identified above,payable in any coin or currency of the United States of America which on the date of payment of such principal is legal tender for the payment of debts due the United States of America,and to pay intro-est down at the rate shown above,calculated on the basis of a 360-day year of twelve 30-day months,firm the latex of the Dated Date specified above,or the most recent interest payment date to which interest has beer paid or duly provided for Interest on this Certificate is payable by check on March 1,2006,and semiannually the on each March 1 and September 1, mailed to the registered owner as shown on the books of registration kept by the Registrar as of the 15th day of the month next preceding each interest payment date. At the request of the registered owner of$1,000,000 or more in agpWe principal amount of Certificates, the Registrar shall pay interest on such Certificates by wire transfer in immediately available fwnds to the account designated by such owner to the Registrar in writing at least five (5) days before the Record Date for such payment. THIS CERTIFICATE is one of a duly authorized issue of Certificates of Obligation, aggrega" g $20,000,000 (the "Certificates"), issued in accordanoe:with the Constitution and the laws of the State of Texas, particularly Chapter 271, Texas Local Government Code, as amended, for the cost of construction of authorized street and drainage+ improvements, building repairs and improvements,public park faclifies and improvements, the purchase of equipment and the cost of issuance of the Certificates,pursuant to an ordinance duly adopted by the City Council of the City (the"Ordinance'),which Ordinance is of record in the official minutes of the City Council. THE CITY RESERVES THE RIGHT,at its opt ion,to redeem the Certificates having stated maturities on or after March 1,2016, in whole or in part,on March 1,2015,or any date after, in integral multiples of $5,000, at a price of par plus accrued interest to the date fixed for redemption. Reference is made to the Ordinance for complete details concerning the manner of -11- B.1 1.b redeeming the Certificates. NOTICE OF ANY REDEMPTION shall be given at least thirty(30) days prior the date fixed for redemption by first class mail,addressed to the registered owner of each Certificate to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar. When C dficates or portions thereof have been called for redemption and due provision has beam made to redeem the same,the principal amounts so redeemed shall be payable solely from the fiends provided for redemption and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS CERTIFICATE is transferable only upon presentation and s<urrnda at the principal corporate trust office of the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized repnsantative, subject to the terms and conditions of the Ordinance. THE CERTIFICATES are exchangeable at the principal corporate trust office of the Registrar for Certificates in the principal amount of$5,000 or any integral multiple thereon subject to the terms and conditions of this Ordinance. NEITHER THE CITY NOR THE REGISTRAR shall be required to transfer or exchange any Certificate called for redemption, in whole or in part, within forty-five (45) days of the date fixed for redemption, provided, however, such limitation;on transfer shall not be applicable to an exchange by the Owner of the unredeemed balance of a Certificate called for redemption in part. THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Certificate eidw (i) is registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attadred or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Certificate,by acceptance hereof, acknowledgm and agrees to be bound by all the terms and conditions of the Ordinance. THE CITY has covenanted in the Ordinance that it will at all times provide a legally qualified registrar for the Certifies and will cause notice of any change of registrar to be mailed to each registered owner. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly issued and delivered; that all ads, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Certificate have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes 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, within the limits prescribed by law,against all taxable property in the City,and have been pledged irrevocably for such payment. -12- B.1 1.b IT IS FURTHER certified, ranted and rued that the net revenues (the "Net Revenues") to be derived fimn the operation of the City's waterworks and sewer system (the "System"), but only to the extent of and in an amount not to exceed Ten Tlmd Dollars ($10,000.00) in the agpvpte, are also pledged to the payment of the principal of and interest on ex may ever Certificates f which it is a to the teat that taxes err be this Certificate and the series of Certifi o 1� Y insufficient or unavailable for said purpose, all as set forth in the Ordinance to which reference nce is made for all particulars; provided, low-ever, that such pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of such Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of such Net Revenues to the payment of this Certificate and that series of Certificates of which it is a part, and the City also reserves the right to issue, for any lawful purpose at any time, in one or more installments,bonds, certificates of obligation and other obligations of any kind payable in whole or in past from the Not Revenues of the System, secured by a pledge of the Net Revenues of the System that may be prior and superior in right to,on a parity with, or junior and subordinate to the pledge of Net Revenues securing this Certificate and the series of Certificates of which it is a part. IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or firesimile sipature of the City Cleric of the City and the official sal of the City has been duly impressed, or placed in faaimile,on this Certificate. THE CITY OF BEAUMONT,TEXAS Mayor (SEAL) City Clerk Form of Registration Certificate of Comotmller of Public Accounts COMPTROLLEWS.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 day of .2005. -13- B.9 1.b Comptroller of Public Accounts (Seal) of the State of Texas Form of Radek is Authentication Certificate AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate has been delivered pursuant to the Ordinance described in the teat of this Certificate. JPMmM Chase Bank,N.A. Dallas,Texas By. Authorized Signature Date of Authentication Form of Assient ASSIGNMENT For value received,the undersigned hereby sells,assigns,and transfers unto (Plo a paint or type name,address,and ap code of Tr=dMVe) (Please hum Social Security or Taxpayer Idend&ation Number of Thaderee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: -14- B.11.b Signature Guaranteed: NOTICE: The signature above must correspond to the name of the registered NOTICE: Signature must be owner as shown on the face guaranteed by a member firm of this Certificate in of the New York Stock Exchange every particular,without or a commercial bank or trust any alteration,ea6zgeme nt company. or change whatsoever. 18. Form of.Statenent of Insurance. The following statement of instirance shall be printed on the back of or attached to each of the Certificates: STATEMENT OF INSURANCE MBIA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions,such policy being on file at JPMorgan Chase Bank,N.A.,Dallas,Texas. The Insurer, in consideration of the payment of the premium and subject to the trams of this policy,hereby unconditionally and irrevocably guarantees to any owner, as herewafier defined,of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to JPMorgan Chase Bank, N.A., or its successor (the "Paying Agent") of an amount equal to (i)the principal of(either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fiord payment) and interest on,the Obligations(as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting fi om default or otherwise,other than any advancement of maturity puusuant to a mandatory sinking fund payment,the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been duce had there not been any such acceleration, unless the Insurer elects in its sole discretion, to pay in whole or in part any principal due by reason of such acceleration); and (ii) the reimburseneant of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable prefere m to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the"Insured Amounts." "Obligations"shall mean: $20,000,000 THE CITY OF BEAUMONT,TEXAS CERTIFICATES OF OBLIGATION, SERIES 2005 -15- B.11.b Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail,or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due,that such required payment has not been made,the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of fimds, in an account with U.S. Bank Trust National Association,in New York,New York,or its successor,sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insued Amounts due on the Obligations as are paid by the Insurrr, and appropriate instruments to affect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. As used herein, the team "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street,Armonk,New York 10504 and such service of process shall be valid and binding. This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the Insurer is unable to fulfill its contractual obligation under this policy or contract or application or certificate or evidence of coverage, the policyholder or certificateholder is not protected by an insurance guaranty fiord or other solvency protection arrangement. USIA INSURANCE CORPORATION 19. LAW QWWM Cun'g . The approving opinion of Orgain, Boll & Tucker, L.L.P., Beaumont, Texas, Bond Counsel, and CUSIP Numbers may be printed on the Certificates, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Certificates. -16- 8.11.b 20. Iaaest sad Wdu Find: Tax Levu. EWO of Ron= CORAmOM Fund. The proceeds from all taxes levied, assessed and collected for and on account of the Certificates authorized by this Ordinance are hereby irrevocably pledged and shall be deposited, as collected,in a special find to be designated "City of Beaumont, Texas, Certificates of Obligation, Series 2005, Interest and Sinking Fund". While the Certificates or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually levied, assessed and collected in due time, form and manner within the limits prescribed by law, and at the same title other City taxes are levied, assessed and collected, in each year, beginning with the current year, a contusing direct annual ad valorem tax upon all taxable property in the City suffitcient to pay the c ummt interest on the Certificates as the an=becomes due,and to provide and maintain a sinking fund adequate to pay the principal of the Certificates as such prfivipal matures but m each your never less than r10 of the original principal amount of the Certificates, full allowance being made for delinquent. and costs of collection,and said taxes when collected shall be applied to the payment of the interest on and principal of the Certificates and to no other pie. The Net Revenues of the System,but only to the extent of and in an amount not to exceed $10,000 in the aggregate, are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates as the same corn due, to the extent that the taxes described in this Section of the Ordinance may ever be insufficient or unavailable for said propose; provided, however,that such pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of the Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of such Net Revenues to the payment of the Certificates; and the City also reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of obligation and other obligations of any kind payable in whole or in part from the Net Revenues of the System that may be prior and superior in right to,on a parity with,or junior and subordinate to the pledge of Net Revenues securing this series of Certificates. There is hereby created and there shall be established on the books of the City a separate account to be entitled the "City of Beaumont, Texas, Certificates of Obligation, Series 2005, Construction Fund". Immediately after the sale and delivery of the Certificates,that portion of the proceeds of the Certificates to be used for the teat of construction of authorized street improvements and the cost of issuance of the Certificates shall be meted into the Construction Lion Fund and disbursed for such purposes.Pending completion of construction of such projects,interest earned on such proceeds may be used, at the City's discretion, for such projects and shall be accounted for, maintained, deposited and expended as permitted by the provisions of Section 1201.043, Texas Government Code Annotated, as from time to time in effect, or as otherwise required by applicable law. Theaeafier, such interest shall be deposited in the Interest and Sinking Fund. Upon completion of such street improvernents, the monies, if any, remaining in the Construction Fund shall be transferred and deposited by the City into the Interest and Sinking Fund. -17- B.11.b 21. Further Pmceedinus. After the Certificates shall have been executed, it shall be the duty of the Mayor of the City to deliver the Certificates to be initially issued and all pertinent records and proceedings to the Attorney General of the State of Texas for examination and approval. After the Certificates to be initially issued shall have been approved by the Attorney General of the State of Texas, the Certificates shall be delivered to the Comptroller of Public Accounts of the State of Texas for registrations. Upon registration of the Certificates to be initially issued,the Comptroller of Public Accounts(or a deputy lawfully designated in writing to act for the Compuoller)shell manually sign the Comptmlka%Registration Certificate prescribed herein to be affixed or attacdied to the Certificates to be initially issued, and the seal of the Comptroller shall be impressed, or placed in facsimile, thereon. In addition, the Mayor, the City Clee& and other appropriate officials of the City are hereby authorized and directed to do any and all things necessary or convenient to carry out the purposes of this Ordinance. 22. Sale of C+ertiScates. The Certificates are hereby sold end shall be delivered to the Underwriter at the price of$20,000,120.10,ruing the principal amount of Certificates,plus a premium of$120.10. The purchase price of the Certificates will also include:accrued interest to the date of delivery. The City finds that the bid of the Underwriter for the purdiase of the Certificates and which bid has been accepted by the City was the best bid and the purchase price and terms are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Mayor and other appropriate officials of the City are hereby authorized and directed to do any and all things necessary or desire able to satisfy the conditions sea out herein and to provide for the issuance and delivery of the Certificates.All officials and representatives of the City are authorized and directed to execute such documents and to do any and all things necessary, desirable or appropriate to obtain the Certificate Insurance Policy, and the printing on the Certificates covered by the Certificate Insurance Policy of an appropriate legend regwding such insurance is hereby approved and authorized. 23. Tax lion (a) The City intends that the interest on the Certificates shall be excludable from gross income for purposes of federal income taxation pursuant to Sextons 103 and 141 through 150 of the Code,and applicable regulations. The City covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if takers or omitted, respectively, would cause the interest on the Certificates to be includable in gross income, as defined in Section 61 of the Code,of the holders thereof for purposes of WaW income taxation. In particular, the City covenants and agrees to comply with each regtravraent of this Section 23; provided,however,that the City shall not be required to comply with any particular requirement of this Section 23 if,the City has received an opinion of nationally recognized bond counsel (a "Counsel's Opinion') that such noncompliance will not adversely affect the exclusion from gross income for fedeaai income tax purposes of interest on the Certificates or if the City has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section 23 will satisfy the applicable requirements of the Code,in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Section 23. -18- B.11.b (b) The City covenants and agrees that its use of Net Proceeds of the Certificates will at all times satisfy the following requirements: (i) The City will use all of the Net Proceeds of the Certificates for the cost of construction of authorized street and drainage imptvvemerts, building repairs and improvements,public park facilities and improvements, equipment purchases and the cost of issuance of the Certificates. The City has limited and will limit with meet to the Certificates the amount of orig al or mvestmeut proceeds thereof to be used(other than use as a member of the general: public) in the trade or business of any person other than a gDvernmental unit to an amount aggregating no more than 10%of the Net Proceeds of the Certificates ("private-use pmoeeds"). For proposes of this Section, the team "person" includes any individual, corporation, partnership, unincorporated association, or any other entity capable of carrying on a trade or business; and the term "trade or business"means, with respect to any natural person, any activity regularly carried on for profit and, with respect to persons other than natural persons, any activity other than an activity carried on by a govesmnental unit. Any use of proceeds of the Certificates in any manner contrary to the guidelines set forth in Revenue Procedure 93-19, including any revisions or amendments thereto,shall Mute the use of such proceeds in the tt &or business of one who is not a governmental unit; (ii) The City has not permitted and will not permit mote than 5% of the Net Proceeds of the C e tificat+es to be used in the trade or business of any person other than a governmental unit if such use is unrelated to the governmental puupose of the Certificates. Further, the amount of private-use proceeds of the Certificates in excess of 5%of the Net Proceeds thereof("excess private-use proceeds")did not and will not exceed the proceeds of the Certificates expended for the gove mmental purpose of the Certificates to which such excess private-use proceeds relate; (iii) Principal of and interest on the Certificates shall be paid solely from ad valorem tax receipts collected by the City and from the Net Revenues of the System to the extent pledged hereunder. Further,no person using more than 10%of the Net Proceeds of the Cetificates in a trade or business, other then a governmental unit, has made or shall make payments (other than as a member of the general public), directly or indirectly, accounting for more than 10%of such receipts; (iv) The City has not permitted and will not permit with respect to the Certificates an amount of proceeds thereof exceeding the lesser of(a)$5,000,000 or(b)5% of the Net Proceeds of the Certificates to be used, directly or indirectly, to finance loans to persons other than a governmental unit;and (v) The City will use$100,000 of the Net Proceeds of the Certificates to pay the costs of issuance of the Certificates. -19- B.11.b When used in this Section 23,the term "Net Proceeds"of the Certificates shall mesa the proceeds from the sale thereof to the Underwriter, including investment earnings on such proceeds, less accrued interest with respect to such issue. (c) The City covenants and ages not to take any action,or knowingly omit to take any action within its control,that, if taken or omitted, respectively, would cause the Certificates to be "federally guaranteed"within the meaning of Section 149(b)of the Code and applicable regulations thereunder,except as permitted by Section 149(b)(3)of the Code and such regulations. (d) The City shall certify, through an authorized officer, employee or agent, that based upon all ficts, and estimates imown or reasonably expected to be in existence on the date the Certificates are delivered,the City will reasonably expect that the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be "arbitrage bonds" within the meaning of Section 148(a)of the Code and applicable regulations thereunder. Moreover, the City covenants and agrees that it will make such use of the proceeds of the Certificates, including interest or other investment income derived from the proceeds of the Certificates, regulate investments of such proceeds and amounts, and take such other and further action as may be required so that the Certificates will not be "arbitrge bonds"within the meaning of Section 148(a) of the Code and applicable regulations therernnder. (e) The City will take all necessary steps to comply with the requirement that certain amounts earned by the City on the invest of the"gross proceeds"of the Cexl ficate s(within the meaning of Section 148(1)(6)(13)of the Code),be rebated to the federal government. Specifically, the City will(i)maintain records regarding the investment of the gross proceeds of the Certificates as may be required to calculate the amount earned on the investment of the gross proceeds of the Certificates separately from records of amounts on deposit in the funds and accounts of the City allocable to other bond issues of the City or moneys which do not represent gross proceeds of any bonds of the City, (ii) calculate at such times as are required by applicable relations,the amount earned from the investment of the gross proceeds of the Certificates which is required to be rebated to the federal government, and (iii) pay, not less often than every 5th anniversary date of the delivery of the Certificates, and within sixty (60) days after retirement of the Certific , all amounts required to be rebated to the federal governmem. Further,the City will not indirectly pay any amount otherwise payable to the federal government pursuant to the forgoing requiZ+mmmts to any person other than the federal government by entering into any investment arrangenrKUt with respect to the gross proceeds of the Certificates that might result in a reduction in the amount required to be paid to the federal govt because such arrangement results in a smaller profit or larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (f) The City covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Certificates are issued, an information statement concerning the Certificates, all under and in accordance with Section 149(e)of the Code and applicable regulations thereunder. -20- i B.11.b Section 24. Anfiadm of Proceeds from the sale of the Certificates shall, promptly upon receipt by the City,be applied as follows: (a) Accrued interest shall be deposited into the Series 2005 Certificates of Obligation Interest and Sinking Fund;and (b) The remaining proceeds from the sale of the Certificates, together with investment earnings thereof; shall be deposited into the Series 2005 Certificates of Obligation Construction Fund and shall be used for the purposes set out in Section 3 of this Ordinance,with any remainder constituting a reserve to be deposited into the Series 2005 Certificates of Obligation Interest and Sinking Fund. 25. Ones 141eatinQ. The meeting at which this Ordinance was adopted was open to the public,and public notice of the time,place and purpose of said meeting,was given, all as required by Chapter 551 of the Texas Government Code Annotated, Vexnon's 1994, as amended, and such notice as given is hereby authorized,approved,adopted and ratified. 26. The form of agreement setting forth the duties of the Registrar is hereby approved,and the appropriate officials of the City are hereby authorized to execute such agreement for and on behalf of the City. 27. Officialt. The Official Notice of Sale,the Preliminary Official Statement and the Official Statement prepared in the initial offering and sale of the Certificates have been and are herby authorized, approved and ratified as to form and content. The use of the Preliminary Official Statement and the Official Statement in the reoffering of the Certificates by the Underwriter is hereby approved,authorized and ratified. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to the Preliminary Official Sit and the Official Statement as prescribed therein,dated as of the date of payment for and delivery of the Certificates. 28. Partial Invalidity. If any Section,paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable,the invalidity or unenfo!rc eability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. 29. &jWd To satisfy in a timely manner all of the City's obligations under this Ordinance,the Mayor,the City Clerk,the City Treasurer, and all other appropriate officers and agents of the City are hereby authorized and directed to take all other actions that are reasonably necessary to provide for issuance of the Certificates, including, without limitation, executing and delivering on behalf of the City all certificates, consents, receipts,requests and other documents as may be reasonably necessary to satisfy the City's obligations under this Ordinance and to direct the application of fimds of the City consistent with the provisions hereof. -21- I B.1 1.b 30. No Persona, Liab4lity. No recourse shall be had for payment of the principal of or premium,if any, or rat on Certificate,or for any claim based Win,or under this Ordinance, against any official or employee of the City or any person executing any Certificate. 31. AddihoW Qbk The City undertakes and agrees for the benefit of the holders of the Certificates to provide directly, on or before six months after the end of the City's fiscal year,which fiscal year presently ends on Saber 30, a. to each nationally recognized municipal securities information repository and to the appropriate state information depository,if any,annual financial information(which maybe unaudited) and operating data regaz+ding the City for fiscal years aiding on or after January 1,2006 which annual financial information and operating data shall be of the type included in the following listed sections contained in the Final Official Statement: SELECTED FINANCIAL INFORMATION DEBT STATEMENT TAX DATA SELECTED FINANCIAL DATA ADMINISTRATION OF THE CITY Appendix`B" b. to each nationally recognized municipal securities information repository and to the appropriate state information depository,if any, audited financial stets for the City for fiscal years ending on or after January 1, 2005, when available, if the City commissions an audit and it is completed by the required tune, provided that if audited statements are not commissioned or are not available by the required time, the City will provide unaudited statements when and if they became available. C. in a timely manner, to each nationally recognized municipal securities information repository or to the Municipal Securities Rulernalartg Board, and to the appropriate state information depository, if any, notice of any of the following events with respect to the Certificates,if material within the meaning of the federal security laws to a decision to purchase or sell Certificates: i. Principal and interest payment delinquencies; ii. Non-payment related defaults; -22- B.11.b Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements reflecting financial difficulties; V. Substitution of credit or liquidity providers,or their failure to perform; vi. Adverse tax opinions or events affix ft the tax-exempt status of the Certificates; vii. Modifications to rights of Certificate holders; viii. Calls; ix. Defeasances; X. Release,substitution or sale of property securing repayment of the Certificates;and xi. Rating changes. d. in a timely manner, to each nationally recognized municipal securities information repository or to the Municipal Securities Rulemaking Board,and to the appropriate state information depository, if any, notice of a failure of the City to provide required annual financial information and operating data, on or before six months after the end of the CiWs fiscal year. These undertakings and agreements are subject to appropriation of necessary finds and to applicable legal restrictions,if any. The amounting principles pursuant to which the City's financial statements are cxn wdy prepared are generally accepted accounting principles set out by the Government Accounting Standards Board, and, subject to changes in applicable law or regulations, such principles will be applied in the firtnre. If the City changes its fiscal year, it will notify each nationally recognized municipal securities information repository and the appropriate state information depository of the change (and of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide annual financial information. The City's obligation to update information and to provide notices of material events shall be limited to the agreements herein. The City shall not be obligated to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition,or prospects and shall not be obligated to update any information that is provided,except as described herein. The City makes no representation or warranty cone ming such information or concerning its usefulness to a decision to invest in or sell Certificates at any future date. THE CITY DISCLAIMS ANY CONTRACTUAL OR TORT LIABILITY FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH, WHETHER NEGLIGENT OR WITHOUT -23- B.1 1.b FAULT ON ITS PART,OF ITS COM24LA NG DISCLOSURE AGREEMENT OR FROM ANY STATEMENT MADE PURSUANT TO 17S AGREEMENT. HOLDERS OR BENEFICIAL OWNERS OF CERTIFICATES MAY SEEK AS THEIR SOLE REMEDY A WRIT OF MANDAMUS TO COMPEL THE CITY TO COMPLY WITH THIS AGREEMENT. No default by the City with respect to its continuing disclosure agreement shall constitute a breach of or default under this Ordinance for ptirposes of any other provision of this Ordinance. Nothing in this Para 11 1j is intended or shall act to disclaim,waive,or otherwise limit the duties of the City under federal and state securities laws. The City may amend its continuing disclosure obligations and agreement in this Section 32 to adapt to ganged 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 City, if the agreement, as amended, would have permitted the Underwriter to purchase or sell the Certificates in compliance with SEC Rule 15c2-12,taking into account any amendments or interpretations of such Rule to the date of such Wit, as well as such charged circumstances, and either the holders of a majority in aggregate principal amount of the outstanding Certificates consent or any person unaffiliated with the City(such as nationally recognized bond counsel) determines the amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also amend or repeal the obligations and agreement in this Section 35 if the SEC amends or repeals the applicable provisions of Rule 15c2-12 or a court of final jurisdiction determines that such provisions are invalid, and the City may amend the agreement in its discretion in any other �ce or manner, but in either case only to the extent that its right to do so would not prevent the Underwriter from lawfully ping or reselling the Certificates in the primary offering of the Certificates in compliance with Rule ISc2-12. If the City amends its agreement, it must include with the next financial information and operating data provided in acconlan a with its agreement an explanation,in narrative form,of the reasons for the amendment and of the impact of any change in the type of information and operating data so provided. The City's continuing obligation to provide annual financial information and operating data and notices of events will terminate if and when the City no longer remains an "obligated person" (as such term is defined in SEC Rule 15C2-12)with respect to the Certificates. 32. All orders, resolutions, and ordinances, and parts thereof inconsistent herewith are hereby repealed to the extent of such inconsistency. 33. Effective Date. This Ordinance shall be in force and effect from and after its final passage,and it is so ordered. 34. Provisions Relating to Bond Notwithstanding any provision in this Ordinance to the contrary, as long as the Bond Insurance Policy shall be in full force and effect, the City and the Registrar agree to comply with the following provisions: A. In the event that,on the seed Business Day,and again on the Business Day,prior to the -24- B.11.b i payment date on the Obl pions,the Paymg AgautTa has not received sufficient moneys to pay all piincipol of and interest on the Obliptions dire on the second fiottiowing or fi&win&as the case may be, Busies Day, the Prying Agentl hu tee shall immedwAdy notify the histma or its desig=on the save Day by telephone or tdegraph,oonfirmed in writing by registered or certified mail,of the amount of the deficiency. B. If the def dewy is made up in whole or in pact prior to or on the payment date,to Paying AgentfI`n>stee shall so notify the hnamer or its designee. C. In addition,if the Paying Agent Tnzee has notice that any Bondholder has beta requited to diegorp payments of principal or ittbeest on the Obligations to a trustee in baekn4A y or cis or others purmont to a final Mgment by a court of coahpetert jurisdiction,that such payment consdUes an wAadd*prefimm to such Bondholder within the meaning of any amble banimhptcy laws,then the Paying Agent/T us6ee shall notify the Insurer or its des pea of such faotby telephone or tic notice, eonfihmod in writing by registered or certified mad. D. The Paying AVW Tn*w is hereby inwAxahly d=Vated, appointed, directed and mimed to act as awme in-fact for Holders of the Obligations as vr. 1. If and to the eadent theme is a defiaancy in amomb required to pay interest on the Obligations,the Paying Agentll'nistm shall(a)execute,and deliver to U.S. Banc Truat National Association,or its successors under the Policy(the "fie Paying A8mVI ustee"� in form story to the has irmce Paying AgmtlTi istee,an instrument appointing tyre ham as agent for such Holders m any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for 1 11 P,P I to which such deficiency relates and which are paid by the limner, (b) receive as de roe of the respective Hokie s (and not as Paying Agent/Tnrdee) in accordw=with the tenor of the Policy paymew fitim the Itsaanm Paying AHeunt rni tee with rasped to the claims for interest so assigned,and(c)disburse the same to such respective Hddes; and 2. If and to the extent of a deficiency in aunts required to pay pd nckW of the Obligrtions, the Paying Agm t/Thustee shall (a) execute and deliver to the bsurat ae Paying Agaiw7nrsbae in form sadsfietory to the Insurance Paying Agen0 hifte an instrument the lnsc w as agent for such Holder in my legal proceeding relating to the paymadnt of such principal and an assigrhecrt to the Insurer of any of the ObVydim suaenderad to the hharence Paying AganYrnhstee of so much of the principal amount tha mof as has not previously bow paid or for which moneys are-not held by the Paying Agmt/I Ace,and available for such payment(M such ass4ninert shall be delivered only if payment from the b butane Paying AB ubTrtetm is raceived), (b)recam as designee of the respective Holders(and not as Paying AgentMiustee)in accordonoe with the tenor of the Policy payment therefor from the lnsiranoe Paying Agent/13uS6oe, and(c)disburse the same to such Holders. E. Paymems with respect to claims for interest on and principal of Obligstions didxzwd by -25- B.11.b the Paying Age ntrfrusthee from proceeds ofthe Policy shall not be corhsideaed W discharge dye obligetim of the leer with rasped to such Oblipbonk and dye kwtm shall become the owner of such unpaid Oblivion and claims for dye inter+millin accordance with the terhar of the assignment made to it under the poovisians of this subeec timh or otherwise. F. 1nespe Live of wbedw any such Ott is eawcuted and delivered,the bow and the Paying AgeCrtilrvstee hereby agree fordo benefit of the hnsurear dhat 1. They recognize that to the each dye how malm payments,directly or indirectly (as by paying fluough the Paying A,gmt/T'rmee} on account of principal of or irder+e 11 on the Owes,the banes will be subrogeted to the rights of such Holders to receive the amocmt of such principal and','eras'fiom the Lgmw,with irht,ereat thereon as provided and soWy fiom the sources stated in this hhden4re and the ;and 2. They will aceordi vey pay to The hhsxw the amount of such principal and irhtierest (including principal and interest recovered under subparagq* (n) of the first poWsph of the Policy, which principal and irrterest shall be deemed past due and not to have been paid), with interest diereon as provided in this hxknwm and dye Obligation,but only from dye sources and in the r pfd herein for the payment of principal of and interest on the Obi trD Holders, and will otherwise treat the ham as the owner of such rights to dye amount of such principal and interest. G. In connectim with the iissusuce of additional Obligations, the Issuer shall deliver to the hhs<=a copy ofthe disclosanne document,if any,crm lat ed with respect to such additional Obligations. H. Copies of any amendments made to the documents awcuted m connection with the issthmhoe of the Obhgdwns which are coned to by the Insurer shall be seat to Standard & Pooes The Issuer dug give the IrLsurw notice of any amender to,this Bond Order which does not require the consent of the bondtholden, and the low shall obtain the Itnuu+ es prior consent bdme any ammdahent is made to this Bond Order that requires the consent of the bond holden L The hhsurer shall recem notice of the resignation or removal of the Paying Agent Trustee and the appointmerit of a successor thereto. J. The Insurer shall receive copies of all notices rocphired to be delivered tD Bondholders and, on an amid basis,copies ofthe Issuer's audited financial its and Annual Budget. : Any notice that is required to be given to a holder of the Obli don or to the Paying A,gantTIusice pursuant to the hxkntum shall also be provided to the hmm- All notices required to be given to the hhsurer under the hxla* a shall be ffi whiting and shall be sent by registered or certified marl addressed to MBIA hhsuranc e, Corporation, 113 King Street, Armonk, New York 10504 At6entkn: frim,ed Poprtfoho Mmug merht -26- i BA I.b K. The IssuaYObligor agi+oes to ruse the hmm bunefiddy and y upon demand,to the extat permitted by law,far all reasonable wpenft%kwlu lirng admieys'fees and expanses, inawed by the Insurer in connection.with (i) the a4mmuent.by the Insurer of the issuer's /oblignr's obh ions,or the presetvatim or defense of any rigbis of the irasrun',under this Raolutiowladenture and any other document executed in co on with the issuance of the Obliphons, and (ii) any consent, annendma t, waiver or other action with respect to the Resahg on/Went u+e or any related doamnart, WhAw or not granted or approved,toWdier with iu on all such cqxnm fiom and ixtudigg the date inured to the debt ofpaynm U at Ch k's Prime Rabe plus 30/a or the mwdinum irrbaest rate l by law, wbidwver is less. In addition,&e tin um roor+es dw right to dwV i a flee in connection with its review of any sub consen4 amendtnat or waiver,why or not gmated or approved.The obhpdon of the City to make the payn2ents and rein rtqu in d urn this Section 37,Paragmph K,is mA*d to appropriationoffiaxIsbythe City. L. Tice b antic Obligor agues not to use the hawar's name in any public doc spent inducting without lunitatico, a press release or presentation, an=IDCetnart or foram widust the hares prior caner,provided however,such prohibition on the use of the haauaa es name still not relate to the use of the Insueer's standard approved form of disclosime in public docuinmis issued in connection vn& the current Obligations to be issued in accordance with the tams of the Co mmi inert and provided further such p ohibition shall not apply to the use of the hour ees name in order to comply with p Mc notKA public mating or public g r K The Issiier AYAi rr shalt not entry into any agreernent nor shell it consent to or peadapate in any anangement pursuant to which Bonds are tendered or pan+Cbased fiDr any purpose odna than the won and cancellation or legal deftsence of such Bonds witt"A the prior written ooneet of the Bond Ins". N. The issuer shall be in de&* wader this Bond Order if m the Issuer fans to pay arty principal or mterest payment unda the Bonds when due,(ii)the Inner f tits to observe airy o&ff covenant or condition under fts Bond order and such fanbue canon m finer 30 days, and(m)the Issuer declares bankmpWy. In the evert of default unda tins Bond Order,the Boni metre shall have the n&to data all remedies and the Inagua shall be rewg ized as the regiahzed owner of each bond which it insures for the purposes of exercising all rights and pnvflcgcs wag"to bondl" as. For bonds which it instues,the Bond Inner shall bave the right to n t b*any suet, action,or proceeding at law or in equity under the same tee as a bondt aider in accordaec c with able pmvisio m of this Bond Order and any Ong doaunat cwmik i in connection heewift Odx r than the usual red 4*w pmvisions,any sooderation of prinnapal paynts are subject to the Bond boti es prior written consent O. Any defeasance of the Bonds by the Issuer by depositing into escrow a sufficient sum of cash or escrowed securities to legally discharge and defense the Bonds shall require that only the following types of investments that are approved by the Bond Insurer. [The remainder of this page has intentionally been left blank]. -27- B.11.b PASSED AND APPROVED this 24th day of May,2005. 'e""" .2 Mayor,The City of Beaumont,Texas ATTEST: City Clerk, The City of Beaumont,Texas (SEAL) r � �ds —28—