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O-89-2394 - 2/9/19892394 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 9TH DAY OF FEBRUARY, 1989, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to -wit: Mike Robinson, Mayor Joanne Land, City Secretary Pete Correa Charles Culpepper John Hood Ronnie Jean Glenn T. King Trudy L. Lee and all of said persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other busi- ness, the following was transacted at said Meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION, SERIES 1989 was duly introduced for the consideration of said. City Council and read in full. 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: All members of said City Council shown present above voted "Aye". NOES: None. 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 Certifi- cate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Ordinance; 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 time, 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 consent- ed, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17. 3. That the Mayor of said City has approved and hereby approves the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED the 9th day of February, 1989. .4M) h44 -7i ty Secretary Mayor SEAL ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION, SERIES 1989 THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK WHEREAS, the City Council deems it advisable to issue Certificates of Obligation in the amount of $190,000 for the purpose of paying all or a portion of the City's contractual obligation for purchasing approximately 20 acres, to be used as a future site for a maintenance building, fire station and other municipal buildings and uses, out of the J. M. Harrell Survey in Williamson County, Texas from Austin White Lime Company, a Texas limited partnership; 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 Govern- ment Code; and WHEREAS, the City Council has heretofore, on the 12th day of January, 1989, adopted a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates of Obligation; and WHEREAS, said Round Rock Leader, tion in said City, January 26, 1989, defined in Article notice has been duly published in the which is a newspaper of general circula- in its issues of January 19, 1989 and said newspaper being a "newspaper" as 28a, V.A.T.C.S.; and WHEREAS, the City received no petition from the quali fied 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 Obliga- tion be issued. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. AMOUNT AND PURPOSE OF THE CERTIFICATES OF OBLIGATION. The certificates of obligation of the City of Round Rock, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $190,000 for the purpose of paying all or a portion of the Issuer's contractual obligation for purchasing approximately 20 acres, to be used as a future site for a maintenance building, fire station and other municipal buildings and uses, out of the J. M. Harrell Survey in Williamson County, Texas from Austin White Lime Company, a Texas limited partnership. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES OF OBLIGATION. Each certifi- cate of obligation issued pursuant to this Ordinance shall be designated: "CITY OF ROUND ROCK, TEXAS CERTIFICATES OF OBLIGATION OF OBLIGATION, SERIES 1989," and initially there shall be issued, sold, and delivered hereunder fully regis- tered certificates of obligation, without interest coupons, dated January 1, 1989, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective initial regis- tered owners thereof; to -wit: AUSTIN WHITE LIME COMPANY, a Texas limited partnership, or to the registered assignee or assignees of said certificates of obligation or any portion or portions thereof (in each case, the "Registered Owner"), and said certificates of obligation shall mature and be payable serially on February 1 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEARS AMOUNTS 1990 $33,300 1991 35,500 1992 37,800 1993 40,300 1994 43,100 The term "Certificates of Obligation" as used in this Ordinance shall mean and include collectively the certifi- cates of obligation initially issued and delivered pursuant to this Ordinance and all substitute certificates of obliga- tion exchanged therefor, as well as all other substitute certificates of obligation and replacement certificates of obligation issued pursuant hereto, and the term "Certificate of Obligation" shall mean any of the Certificates of Obliga- tion. Section 3. INTEREST. The Certificates of Obligation scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the rate of 6.40% per annum. Said interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE CERTIFICATES OF OBLIGATION. Registration, Transfer, Conversion and Ex- change; Authentication. (a) The Issuer shall keep or cause to be kept at the principal corporate trust office of First City National Bank of Austin, Austin, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Certificates of Obligation (the "Registration Books"), and the Issuer hereby 2 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 shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Certificate of Obligation to which payments with respect to the Certifi- cates of Obligation shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/ Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Regis- trar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate of Obligation or Certificates of Obligation. Registration of assignments, transfers, conversions and exchanges of Certificates of Obligation shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE OF OBLIGATION set forth in this Ordinance. Each substitute Certificate of Obligation shall bear a letter and/or number to distinguish it from each other Certificate of Obligation. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate of Obligation, date and manually sign said Certificate of Obligation, and no such Certificate of Obligation shall be deemed to be issued or outstanding unless such Certificate of Obligation is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates of Obligation and Certificates of Obligation surrendered for conversion and exchange. No additional ordinances, orders, or resolu- tions 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 of Obligation or portion thereof, and the Paying Agent/Regis- trar shall provide for the printing, execution, and delivery of the substitute Certificates of Obligation in the manner prescribed herein, and said Certificates of Obligation shall be printed or typed on paper of customary weight and strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section 6 thereof, the duty of conversion and exchange of Certificates of Obligation as aforesaid is hereby imposed upon the Paying Agent/Registrar, 3 and, upon the execution of said Certificate of Obligation, the converted and exchanged Certificate of Obligation shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates of Obligation which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Certificates of Obligation and Inter- est. The Issuer hereby further appoints the Paying Agent/ Registrar to act as the paying agent for paying the princi- pal of and interest on the Certificates of Obligation, 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 Certifi- cates of Obligation, and of all conversions and exchanges of Certificates of Obligation, and all replacements of Certifi- cates of Obligation, as provided in this Ordinance. How- ever, in the event of a nonpayment of interest on a sched- uled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the 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 of Obligation (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certifi- cates of Obligation to be payable only to the registered owners thereof, (ii) may be redeemed prior to their sched- uled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), (iii) may be converted and ex- changed for other Certificates of Obligation, (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 of Obligation shall be payable, and (viii) shall be adminis- tered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Certificates of Obligation, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE OF OBLIGATION set forth in this Ordi- nance. The Certificates of Obligation initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Regis- trar, but on each substitute Certificate of Obligation issued in conversion of and exchange for any Certificate or 4 Obligation or Certificates of Obligation 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 OF OBLIGATION. (f) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of the Certificates of Obligation that at all times while the Certificates of Obligation are outstanding the Issuer will provide a compe- tent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates of Obligation under this Ordinance, and that the Paying Agent/ Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Regis- trar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certifi- cates of Obligation, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/ Registrar to each registered owner of the Certificates of Obligation, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section 5. FORM OF CERTIFICATES OF OBLIGATION. The form of the Certificates of Obligation, 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 of Obligation initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropri- ate variations, omissions, or insertions as are permitted or required by this Ordinance. 5 NO. R - INTEREST RATE FORM OF CERTIFICATE PRINCIPAL AMOUNT UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK, TEXAS CERTIFICATE OF OBLIGATION SERIES 1989 DATE OF BONDS MATURITY DATE 6.40% January 1, 1989 ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, in Williamson County (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to AUSTIN WHITE LIME COMPANY, a Texas limited partnership (hereinafter called the "registered owner") the principal amount of and to pay interest thereon from the date of delivery of this Certificate of Obligation (which duly appears on the back hereof) to the date of its scheduled maturity, or the date of its redemption prior to scheduled maturity, at the interest rate specified above with said interest being payable on August 1, 1989 and semiannually on each February 1 and August 1 thereafter while this Certificate of Obliga- tion is outstanding; except that if this Certificate of Obligation 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 of Obligation or Certificates of Obligation, if any, for which this Certificate of Obligation is being exchanged or conver- ted from is due but has not been paid, then this Certificate of Obligation shall bear interest from the date to which such interest has been paid in full. 6 THE PRINCIPAL OF AND INTEREST ON this Certificate of Obligation are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate of Obligation shall be paid to the registered owner hereof upon presentation and surrender of this Certificate of Obligation at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of First City National Bank of Austin, Austin, Texas, which is the "Paying Agent/Regis- trar" for this Certificate of Obligation. The payment of interest on this Certificate of Obligation shall 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/Regis- trar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate of Obligation (the "Certificate of Obligation 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 15th calendar 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 of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate of Obligation 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 ACCRUED INTEREST due at maturity or upon the redemption of this Certificate of Obligation prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate of Obligation for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certifi- cate of Obligation that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate of Obligation it will make avail- able to the Paying agent/Registrar, from the "Interest and 7 Sinking Fund" created by the Certificate of Obligation Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates of Obligation, when due. IF THE DATE for the payment of the principal of or interest on this Certificate of Obligation shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are author- ized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE OF OBLIGATION is one of a Series of Certificates of Obligation dated January 1, 1989, authorized in accordance with the Constitution and laws of the State of Texas, in the principal amount of $190,000, for the purpose of paying all or a portion of the Issuer's contractual obligations for purchasing approximately 20 acres, to be used as a future site for a maintenance building, fire station and other municipal buildings and uses, out of the J. M. Harrell Survey in Williamson County, Texas from Austin White Lime Company, a Texas limited partnership. ON AUGUST 1, 1989, or on any date thereafter, the Certificate of Obligation of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the partic- ular Certificate of Obligation, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Certificate of Obligation may be redeemed only in an integral multiple of $1,000), at a redemption price equal to the principal amount to be re- deemed plus accrued interest to the date fixed for re- demption. AT LEAST 30 days prior to the date fixed for any redemption of Certificates of Obligation prior to maturity a written notice of such redemption shall be published once in a financial publication, journal or reporter of general circulation among securities dealers in the State of Texas. Such notice also 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 of Obligation to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure 8 to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemp- tion of any Certificate of Obligation, and it is hereby specifically provided that the publication of such notice as required above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Certificate of Obligation or portions thereof. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificate of Obligation or portions thereof which are to be so redeemed. If such written notice of redemption is published and if due provi- sion for such payment is made, all as provided above, the Certificate of Obligation or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall 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. ALL CERTIFICATES OF OBLIGATION OF THIS SERIES are issuable solely as fully registered certificates of obliga- tion, without interest coupons. As provided in the Certifi- cate of Obligation Ordinance, this Certificate of Obliga- tion, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates of obligation, without interest coupons, payable to the appropriate regis- tered owner, assignee or assignees, as the case may be, having the same denomination as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Certificate of Obliga- tion to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate of Obligation Ordinance. Among other require- ments for such assignment and transfer, this Certificate of Obligation must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of as- signment, in form and with guarantee of signatures satis- factory to the Paying Agent/Registrar, evidencing assignment of this Certificate of Obligation to the assignee or assign- ees in whose name or names this Certificate of Obligation or any such portion or portions hereof is or are to be regis- tered. The form of Assignment printed or endorsed on this Certificate of Obligation may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfac- tory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate of Obligation or any portion or portions hereof from time to time by the 9 registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate of Obligation or portion thereof will be paid by the Issuer. In any circumstance, any taxes 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 of Obligation 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 Cer- tificates of Obligation is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has coven- anted in the Certificate of Obligation 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 of Obligation. IT IS HEREBY certified, recited and covenanted that this Certificate of Obligation 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 of Obligation have been per- formed, existed and been done in accordance with law; that this Certificate of Obligation is a general obligation of said Issuer, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Cer- tificate of Obligation, 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. BY BECOMING the registered owner of this Certificate of Obligation, the registered owner thereby acknowledges all of the terms and provisions of the Certificate of Obligation Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate of Obligation Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate of Obligation and the Certificate of Obligation Ordinance constitute a contract between each registered owner hereof and the Issuer. 10 IN WITNESS WHEREOF, the Issuer has caused this Certifi- cate of Obligation to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate of Obligation. (signature) (signature) City Secretary Mayor (SEAL) The following shall be printed on the back of said Certificate of Obligation: "The Certificate of Obligation was delivered to and paid for by the Purchaser thereof on City Secretary FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obliga- tion has been issued under the provisions of the Certificate of Obligation Ordinance described in the text of this Certificate of Obligation; and that this Certificate of Obligation has been issued in conversion or replacement of, or in exchange for, a certificate of obligation. Dated FIRST CITY NATIONAL BANK OF AUSTIN Paying Agent/Registrar By Authorized Representative 11 FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Certificate of Obligation, or duly authorized repre- sentative or attorney thereof, hereby assigns this Cert- ificate of Obligation to (Assignee's Social Security (print or type Assignee's name or Taxpayer Identification and address, including zip Number) code) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this Certificate of Obligation on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated Signature Guaranteed: NOTICE: This signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Registered Owner NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this Certificate of Obligation in every particular without alteration or enlargement or any change whatsoever. Section 6. AUTHORIZED AMOUNT. That said Certificates of Obligation, in the authorized amount of $190,000, shall be printed, shall be executed with the facsimile signature of the Mayor and countersigned with the facsimile signature of the City Secretary. The Certificates of Obligation thus executed shall be placed in the custody of the Issuer's Director of Finance and shall be delivered to Austin White Lime Company, a Texas limited partnership, to purchase approximately 20 acres out of the J. M. Harrell Survey in Williamson County, Texas. Under no circumstances shall any of said Certificates of Obligation be delivered by the Issuer, except for the purpose for which the Certificates of Obligation were authorized. Section 7. INTEREST AND "Interest and Sinking Fund" is established and maintained by depository bank of said Issuer. 12 SINKING FUND. A special hereby created and shall be the Issuer at an official Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on and principal of said Certificates of Obligation. All ad valorem taxes levied and collected for and on account of said Certificates of Obligation shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certifi- cates of Obligation are outstanding and unpaid, the govern- ing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on said Certificates of Obligation as such principal matures (but never less than 2% of the original amount of said Certificates of Obligation as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances being made for tax delin- quencies 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 said Issuer, for each year while any of said Certificates of Obligation are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Certificates of Obliga- tion, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 8. DEFEASANCE OF CERTIFICATES OF OBLIGATION. (a) Any Certificate of Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstand- ing (a "Defeased Certificate of Obligation") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 8, when payment of the principal of such Certificate of Obligation, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obliga- tions which 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 all Defeased Certificates of Obliga- tion shall have become due and payable. At such time as a Certificate of Obligation shall be deemed to be a Defeased Certificate of Obligation hereunder, as aforesaid, such 13 Certificate of Obligation 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 princi- pal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Reg- istrar may at the written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/ Registrar which is not required for the payment of the Certificates of Obligation 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. (c) The term "Government Obligations" as used in this Section, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Trea- sury obligations such as its State and Local Government Series, which may be in book -entry form. (d) Until all Defeased Certificates of Obligation shall have become due and payable, the Paying Agent/Regis- trar shall perform the services of Paying Agent/Registrar for such Defeased Certificates of Obligation the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as re- quired by this Ordinance. Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DE- STROYED CERTIFICATES OF OBLIGATION. (a) Replacement Certificates of Obligation. In the event any outstanding Certificate of Obligation is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new certificate of obligation of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate of Obligation, in replacement for such Certificate of Obligation in the manner hereinafter pro- vided. (b) Application for Replacement Certificates of Obligation. Application for replacement of damaged, muti- lated, lost, stolen, or destroyed Certificates of Obligation shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruc- tion of a Certificate of Obligation, the registered owner applying for a replacement certificate of obligation shall furnish to the Issuer and to the Paying Agent/Registrar such 14 security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Certificate of Obligation, 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 of Obligation, as the case may be. In every case of damage or mutilation of a Certifi- cate of Obligation, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate of Obligation so damaged or mutilated. (c) No Default Occurred. Notwithstanding the fore- going provisions of this Section, in the event any such Certificate of Obligation shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate of Obligation, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate of Obligation) instead of issuing a replacement Certificate of Obligation, provided security or indemnity is furnished as above pro- vided in this Section. (d) Charge for Issuing Replacement Certificates of Obligation. Prior to the issuance of any replacement certificate of obligation, the Paying Agent/Registrar shall charge the registered owner of such Certificate of Obliga- tion with all legal, printing, and other expenses in connec- tion therewith. Every replacement certificate of obligation issued pursuant to the provisions of this Section by virtue of the fact that any Certificate of Obligation is lost, stolen, or destroyed shall constitute a contractual obliga- tion of the Issuer whether or not the lost, stolen, or destroyed Certificate of Obligation shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportion- ately with any and all other Certificates of Obligation duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates of Obligation. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section of this Ordinance shall constitute authority for the issuance of any such replacement certificate of obligation without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such certificates of obligation is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certifi- cates of Obligation in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Certificates of Obligation issued in conversion and exchange for other Certificates of Obligation. 15 Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES OF OBLIGATION. The Issuer covenants not to take any action or refrain from any action which would adversely affect the treatment of the Certifi- cates of Obligation as obligations described in Section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. 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 of Obligation (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 are so used, that 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 of Obligation, 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 of Obligation (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "dispro- portionate," 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 which is greater than the lesser of $1,000,000, or 5 percent of the proceeds of the Certificates of Obligation (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 which would otherwise result in the Certificates of Obligation 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 of Obligation being "federally guaranteed" within the meaning of Section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Certificates of Obligation, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in 16 t Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates of Obliga- tion, other than investment property acquired with -- (1) proceeds of the Certificates of Obligation invested for a reasonable temporary period of 3 years or less or, in the case of a refunding certificate of obligation, for a period of 30 days or less until such proceeds are needed for the purpose for which the certificates of obligation are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.103-13(b)(12) 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 Certif- icates of Obligation; (g) to otherwise restrict the use of the proceeds of the Certificates of Obligation or amounts treated as pro- ceeds of the Certificates of Obligation, as may be neces- sary, so that the Certificates of Obligation do not other- wise 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 of Obligation) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates of Obligation have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code; and (i) to maintain such records as will enable the Issuer to fulfill its responsibilities under this Section and Section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Certificates of Obligation. 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 promulgated which modify or expand provisions of the Code, as applicable to the Certificates of Obligation, the Issuer will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion 17 of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of inter- est on the Certificates of Obligation under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates of Obligation, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recog- nized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates of Obliga- tion under Section 103 of the Code. Section 11. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer hereby designates the Certificates of Obligation as "qualified tax-exempt bonds" 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 of Obligation are issued, the Issuer (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Certif- icates of Obligation, will result in more than $10,000,000 of "qualified tax-exempt bonds" being issued; and (b) that the Issuer reasonably anticipates that the amount of tax-ex- empt obligations issued, during the calendar year in which the Certificates of Obligation are issued, by the Issuer (or any subordinate entities) will not exceed $10,000,000. Section 12. FINDING. It is hereby officially found and determined that said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17. 18