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R95-27 04-24-95 RESOLUTION NO. R95 A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE RESOLUTION OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS, AUTHORIZING THE ISSUANCE OF ITS SERIES 1995 UNLIMITED TAX REFUNDING BONDS AND WAIVING PREMIUM CALL PROVISIONS OF REDEMPTION REQUIREMENTS FOR THE BONDS WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the "District is located within the extraterritorial jurisdiction of the City of Pearland, Texas (the "City and WHEREAS, by Resolution No. R80 -13, dated June 9, 1980 (the "Creation Resolution the City consented to the creation of the District and placed certain conditions on the issuance of bonds by the District, including the approval by the City Council of the District's resolution authorizing the issuance of such bonds (the "Bond Resolution and the inclusion of a provision in the Bond Resolution that the District reserves the right to redeem its bonds on any interest payment date subsequent to the tenth anniversary of the date of issuance of the bonds at a premium not to exceed two and one -half percent of par value reducing one -half of one percent of par value each year thereafter to par value; and WHEREAS, the District has requested that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived; and WHEREAS, the City Council has considered the Bond Resolution prepared in connection with the issuance of the District's proposed Series 1995 Unlimited Tax Refunding Bonds and has found it to be acceptable; and WHEREAS, the City Council has considered the District's request for waiver of the premium call provisions of the redemption requirements contained in the Creation Resolution and has found F: \RH2189\BZM4 \REF95 \P EARLAND. RES such request to be valid and well taken; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: 1. All of the matters and facts set forth in the preamble hereof are true and correct. 2. The resolution of the board of directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, authorizing the issuance of its Unlimited Tax Refunding Bonds, Series 1995, is hereby approved. 3. The District's request that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived as to its Unlimited Tax Refunding Bonds, Series 1995, is hereby approved. 4. The Mayor of the City of Pearland is hereby authorized to execute such letters or other documents required to be provided to the Attorney General of Texas in connection with the issuance of such bonds by the District. 5. This Resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Pearland and it is accordingly so resolved. PASSED, APPROVED AND ADOPTED thiso' day of April, A. D., 1995. CITY OF PEARLA II TEXAS By: May.T Tem ATTEST: B 1111/441 ,eu:L Interim City Secretary APPRO/ D AS TO ORM: //L, 1 1 1 /Ill r ity ttorn y F: \RH2189\BZM4 \REF95 \PEARLAND.RES 2 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTY OF HARRIS I, the undersigned officer of the Board of Directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, do hereby certify as follows: 1. The Board of Directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, convened in special session on the 4th day of May, 1995, at the regular meeting place outside the boundaries of the District, and the roll was called of the duly constituted officers and members of the Board, to -wit: Earl Newman President Morris R. Dittlinger Vice President/Assistant Secretary Robert C. Grindeland Secretary F. C. "Bus" Adams Assistant Vice President/Treasurer Thomas M. Goss, Jr. Director and all of said persons were present except Director(s) J Q Abw lets Whereupon, among other business, the following was transacted at the meeting: a written RESOLUTION AUTHORIZING THE ISSUANCE OF $4,155,000 BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING BONDS AND THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE PURCHASE OF CERTAIN ESCROWED SECURITIES; AND CONTAINING OTHER MATTERS RELATED THERETO was introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion, carrying with it the adoption of the Resolution, prevailed and carried unanimously. 2. That a true, full and correct copy of the aforesaid Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution has been duly recorded in the Board's minutes of the meeting; that the persons named in the above and foregoing paragraph were the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, and that the Resolution would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas COQ ent Code, and Section 54.109, Texas Water Code. N,\ '\;4' nD SEALED on this 4th day of May, 1995. 7// Secretary, Board of uiirectors TEX g F:RH21 4 qE hEs RESOLUTION AUTHORIZING THE ISSUANCE OF $4,155,000 BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING BONDS AND THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE PURCHASE OF CERTAIN ESCROWED SECURITIES; AND CONTAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS COUNTY OF BRAZORIA WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the "District has heretofore issued its Unlimited Tax Refunding Bonds, Series 1989 (collectively, the "Outstanding Bonds and WHEREAS, the District desires to refund a certain portion of the Outstanding Bonds (the "Refunded Bonds in advance of their maturities; and WHEREAS, the bonds hereinafter authorized were duly and favorably voted at a special bond election held in the District on September 26, 1987; and WHEREAS, Article 717k, Texas Revised Civil Statutes, as amended, provides that the District is authorized to issue refunding bonds for the purpose of refunding the Refunded Bonds in advance of their maturities, and to accomplish such refunding by depositing directly with a paying agent for the Refunded Bonds the proceeds of such refunding bonds, together with other available funds, in an amount adequate to provide for the payment or redemption of the Refunded Bonds, and that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS, the District desires to enter into an escrow agreement (the "Escrow Agreement with NationsBank of Texas, National Association (the "Escrow Agent as authorized by Article 717k, Texas Revised Civil Statutes, pursuant to which proceeds of the refunding bonds herein authorized, together with other available funds, will be deposited, invested and applied in a manner adequate to provide for the full and timely payment of all interest on and principal of the Refunded Bonds; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the creation of the escrow referred to above, the Refunded Bonds shall no longer be regarded as being outstanding, except for the purpose of being paid pursuant to such Escrow Agreement, and the pledges, liens, trusts and all other covenants, provisions, terms and conditions of the resolution authorizing the issuancre of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and defeased; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS, THAT: 1. Definitions. Throughout this Resolution the following terms and expressions as used herein shall have the meanings set forth below: "Act" means Chapter 54, Texas Water Code, as amended. "Board" means the Board of Directors of the District. F:\RH2189\BZM4\REF95W UTHRES "Bond" or "Bonds" means the Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995, authorized in this Resolution, unless the context clearly indicates otherwise. "Business Day" means any day which is not a Saturday, Sunday, or a day on which the Registrar is authorized by law or executive order to remain closed. "City" means the City of Pearland, Texas, and any other municipal corporation succeeding to the powers, rights, privileges and functions of the City and, when appropriate, the City Council of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Debt Service Fund" means the interest and sinking fund referred to in this Resolution. "District" means Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas. "Interest Payment Date," when used in connection with any Bond, means September 1, 1995, and each March 1 and September 1 thereafter until maturity or prior redemption of such Bond. "Owner" means any person who shall be the registered owner of any outstanding Bond. "Paying Agent" means the Registrar. "Person" or "persons" means any individual, corporation, partnership, joint venture, association, joint -stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Record Date" means, for any Interest Payment Date, the fifteenth calendar day of the month next preceding each Interest Payment Date. "Refunded Bonds" means that portion of the District's Unlimited Tax Refunding Bonds, Series 1989, maturing on September 1 in the years 2002 through 2011, both inclusive, in the aggregate principal amount of $3,560,000. "Register" means the books of registration kept by the Registrar in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to, each Owner. "Registrar" means NationsBank of Texas, National Association, and its successors in that capacity. "Resolution" as used herein and in the Bonds means this resolution authorizing the Bonds. "Underwriter" means Rauscher Pierce Refsnes, Inc. 2. Authorization; Consideration. The Bonds shall be issued in fully registered form, without coupons, in the total authorized aggregate principal amount of FOUR MILLION ONE HUNDRED FIFTY -FIVE THOUSAND DOLLARS ($4,155,000) and issued for the purpose of refunding the Refunded Bonds and paying the costs of issuance of the Bonds. F: RH2189\BZM4 \REF95\AUTHRES 2 It is hereby found and determined that such refunding will benefit the District by reducing the debt service payable by the District and providing a present value savings, and that such benefits are sufficient consideration for the refunding of the Refunded Bonds. 3. Designation, Date, And Interest Payment Dates. The Bonds shall be designated as the "BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995" and shall be dated June 1, 1995. The Bonds shall bear interest at the rates set forth herein from the later of June 1, 1995, or the most recent Interest Payment Date to which such interest has been paid or duly provided for, calculated on the basis of a 360 -day year of twelve 30 -day months, payable on September 1, 1995, and semiannually thereafter on March 1 and September 1 of each year until maturity or prior redemption. 4. Initial Bonds; Numbers and Denominations; Maturities, Amounts, and Interest Rates. The Bonds shall be initially 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 Resolution. The Bonds shall mature on September 1 in each of the years and in the amounts set out in such schedule. Bonds delivered in transfer of or in exchange for other Bonds shall be numbered in order of their authentication 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 Bond or Bonds in lieu of which they are delivered. THE BONDS Bond Maturity Principal Interest Number (September 1) Amount Rate R -1 1996 40,000 5.00 R -2 1997 45,000 5.20 R -3 1998 45,000 5.40 R -4 1999 45,000 5.50 R -5 2000 50,000 5.60 R -6 2001 55,000 5.70 R -7 2002 295,000 5.80 R -8 2003 315,000 5.85 R -9 2004 330,000 5.90 R -10 2005 350,000 6.00 R -11 2006 370,000 6.00 R -12 2007 390,000 6.10 R -13 2008 415,000 6.20 R -14 2011 1,410,000 6.40 5. Optional and Mandatory Redemption. The Bonds are subject to optional and mandatory redemption at the dates and for the redemption prices set forth in the form of Bond in this Resolution. Principal amounts may be redeemed only in integral multiples of $5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for redemption, the Registrar shall treat each Bond as representing that number of Bonds of $5,000 denomination which is obtained by dividing the principal amount of such Bond by $5,000. The Registrar shall select the F: \RH2189\BZM4 \REF95WUTHRES 3 particular Bonds to be redeemed within any given maturity by lot or other random selection method. Upon surrender of any Bond for redemption in part, the Registrar shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall be given by the Registrar at least 30 days prior to the date fixed for redemption by sending written notice by first class mail, postage prepaid, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Register. Such notices shall state the redemption date, the redemption price, the place at which Bonds are to be surrendered for payment and, if fewer than all Bonds outstanding are to be redeemed within any one maturity, the numbers of the Bonds or portions thereof to be redeemed. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, 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 portions of the Bonds to be redeemed, as of the date fixed for redemption. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment 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 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. 6. Execution of Bonds; Seal. The Bonds shall be signed by the President of the Board and countersigned by the Secretary of the Board, by their manual, lithographed, or facsimile signatures, and the official seal of the District shall be impressed or placed in facsimile thereon. Any facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and any facsimile seal on the Bonds shall have the same effect as if the official seal of the District had been manually impressed upon each of the Bonds. If any officer of the District whose manual, lithographed or facsimile signature shall appear on the Bonds shall cease to be such officer before the authentication of such Bonds or before the delivery of such Bonds, such manual, lithographed or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. 7. Approval by Attorney General; Registration by Comptroller. The Bonds to be initially issued shall be delivered to the Attorney General 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 this Resolution shall be affixed or attached to the Bonds to be initially issued. 8. Authentication. Except for the Bonds to be initially issued, which need not be authenticated by the Registrar, only such Bonds as shall bear thereon a certificate of authentication, substantially in the form provided in this Resolution, manually executed by an authorized representative of the R€ shall be entitled to the benefits of this Resolution or shall be valid or obligatory for any purpose. Such duly executed certificate of authentication shall be conclusive evidence that the Bond so authenticated was delivered by the Registrar hereunder. 9. Payment of Principal and Interest. The Registrar is hereby appointed as the Paying Agent for the Bonds. The principal of and interest on the Bonds 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. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds as they respectively become F: \RH2189\BZM4 \REF95\HUTHRES 4 due and payable, whether at maturity or by prior redemption, at the principal corporate trust office of the Registrar. Interest on the Bonds is payable (i) by check or draft dated as of the Interest Payment Date, mailed by the Registrar to the Owner as of the Record Date, first class, postage prepaid, to the address of such Owner as shown in the Register; or (ii) by such other customary banking arrangements as may be agreed upon by the Registrar and the Owner, at the risk and expense of the Owner. Any accrued interest payable at maturity on a Bond shall be paid upon presentation and surrender of such Bond at the principal corporate trust office of the Registrar. If the date for payment of the principal of or interest on any Bonds is not a Business Day, then the date for such payment shall be the next succeeding Business Day, with the same force and effect as if made on the date such payment was originally due. 10. Successor Registrars. The District covenants that at all times while any Bonds are outstanding it will provide a legally qualified bank or trust company organized under the laws of the United States of America or any state, and subject to supervision or examination by federal or state authority to act as Registrar for the Bonds. The District reserves the right to change the Registrar for the Bonds on not less than 60 days written notice to the Registrar, so long as any such notice is effective not less than 60 days prior to the next succeeding date for payment of the principal of or interest on the Bonds. Promptly upon the appointment of any successor Registrar, the previous Registrar shall deliver the Bond Register or copies thereof to the new Registrar, and the new Registrar shall notify each Owner, by first class mail, postage prepaid, of such change and of the address of the new Registrar. Each Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of this Section. 11. Special Record Date. If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for 30 days thereafter, 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 funds to make such interest payment are received from or on behalf of the District. Such Special Record Date shall be 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 first class mail, postage prepaid, not later than 5 days prior to the Special Record Date, to each Owner of record of an affected Bond as of the close of business on the day prior to the mailing of such notice. 12. Ownership; Unclaimed Principal and Interest. Subject to the further provisions of this Section, the District, the Registrar and any other person may treat the person in whose name any Bond is registered as the absolute Owner of such Bond for the purpose of making and receiving payment of the principal of or interest on such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the District 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 Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the District and the Registrar upon such Bond to the extent of the sums paid. Amounts held by the Registrar which represent principal of and interest on the Bonds remaining unclaimed by the Owner after the expiration of 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 Property Code, as amended. F: \RH2189\BZM4 \REF95\HUTHRES 5 13. Registration, Transfer, and Exchange. So long as any Bonds remain 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 Bonds in accordance with the terms of this Resolution. Each Bond shall be transferable only upon the presentation and surrender thereof at the principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any Bond in proper form for transfer, the Registrar shall authenticate and deliver in exchange therefor, within three Business Days after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate or rates as the Bond or Bonds so presented. All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination in an aggregate amount equal to the principal amount of the Bond or Bonds presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this Section. Each Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The District or the Registrar may require the Owner of any Bond to pay a sum adequate td cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the District. Neither the District nor the Registrar shall be required to transfer or exchange any Bond during the period beginning at the opening of business on a Record Date and ending at the close of business on the next succeeding Interest Payment Date or to transfer or exchange any Bonds selected for redemption in whole or in part within 30 calendar days prior to the redemption date. 14. Mutilated, Lost, or Stolen Bonds. Upon the presentation and surrender to the Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. The District or the Registrar may require the Owner of a mutilated Bond to pay a sum adequate to cover any tax or other governmental charge that may be imposed in connection therewith, including the fees and expenses of the Registrar. The District or the Registrar may require the Owner of a lost, apparently destroyed or wrongfully taken Bond, before any replacement Bond is issued, to: (1) furnish to the District and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Bond; (2) furnish such security or indemnity as may be required by the Registrar and the District to hold them harmless; F' \RH2189\BZM4 \REF95\AUTHRES 6 (3) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Registrar and the Attorney General of Texas, and any tax or other governmental charge that may be imposed; and (4) meet any other reasonable requirements of the District and the Registrar. If, after the delivery of a replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District and the Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any Toss, damage, cost or expense incurred by the District or the Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the District in its discretion may, instead of issuing a replacement Bond, authorize the Registrar to pay such Bond. Each replacement Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. 15. Cancellation of Bonds. All Bonds paid in accordance with this Resolution, and alt Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment. The Registrar shall furnish the District with appropriate certificates of destruction of such Bonds. 16. Forms. The form of the Bonds, including 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 Bonds 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 Resolution: F: \RH2189\BZM4 \REF95WUTHRES 7 FACE OF BOND United States of America State of Texas County of Brazoria REGISTERED 0 REGISTERED NUMBER AMOUNT R BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BOND SERIES 1995 INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: June 1, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS (the "District promises to pay to the Registered Owner identified above, or registered assigns, on the maturity date specified above, upon presentation and surrender of this Bond at the corporate trust office of the registrar (the "Registrar initially NationsBank of Texas, National Association, the principal amount identified above, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of June 1, 1995, or the most recent interest payment date to which interest has been paid or duty provided for. Principal of and interest on this Bond are payable 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. Interest on this Bond is payable (i) by check or draft dated as of the interest payment date mailed by the Registrar to the Registered Owner, first class, postage prepaid, to the address of such Registered Owner as shown in the register of the Registrar as of the fifteenth day of the month next preceding each interest payment date, or (ii) by such other customary banking arrangements as may be agreed upon by the Registrar and the Registered Owner (at the risk and expense of such Registered Owner), on each March 1 and September 1 until the earlier of maturity or prior redemption, beginning September 1, 1995. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President of the Board of Directors of the District and countersigned with the manual or F: \RH2189\BZM4`REF95\AUTHRES 8 facsimile signature of the Secretary of the Board of Directors of the District, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. (REGISTRATION OR (SEAL) BRAZORIA COUNTY MUNICIPAL UTIUTY AUTHENTICATION DISTRICT NO. 4, OF BRAZORIA COUNTY, CERTIFICATE) TEXAS President, Board of Directors Secretary, Board of Directors (BACK PANEL OF BONDS) THIS BOND is one of a duly authorized issue of bonds, aggregating $4,155,000 (the "Bonds issued for the purpose of refunding a portion of the District's outstanding bonds by authority of an election held within the District on September 26, 1987, and pursuant to a resolution adopted by the Board of Directors of the District on May 4, 1995 (the "Resolution The Bonds pay interest semiannually until maturity or earlier redemption. THIS BOND, and the other Bonds of the series of which it is a part, are payable from the proceeds of an annual ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Resolution for a complete description of the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the Registered Owners of the Bonds, the District and the Registrar; and the terms upon which the Bonds are, and are to be, registered and delivered. THE DISTRICT RESERVES THE RIGHT, at its option, to redeem the Bonds maturing on or after September 1, 2005, prior to their scheduled maturities, in whole or in part from time to time, in integral multiples of $5,000, on September 1, 2004, or on any date thereafter, at a price of par plus accrued interest to the date of redemption on the principal amounts called for redemption. Reference is made to the Resolution for complete details concerning the manner of redeeming the Bonds. THE BONDS ISSUED AS TERM BONDS maturing September 1, 2011 ('Term Bonds are subject to mandatory redemption prior to maturity in the following amounts (subject to reduction as hereinafter provided), on the following dates "Mandatory Redemption Dates at a price equal to the principal amount redeemed plus accrued interest to the Mandatory Redemption Date, subject to the conditions set forth below: Mandatory Redemption Date (September 1) Amount 2009 $440,000 2010 470,000 2011 500,000 F:\RH2189\BZM4 \REF95WUTHRES 9 1 ON OR BEFORE 30 days prior to each Mandatory Redemption Date set forth above, the Registrar shall give notice of such redemption as provided in the Resolution. The principal amount of any Term Bond to be mandatorily redeemed on such Mandatory Redemption Date shall be reduced by the principal amount of such Term Bond which, by the 45th day prior to such Mandatory Redemption Date, either has been purchased in the open market and delivered or tendered for cancellation by or on behalf of the District to the Registrar or optionally redeemed and which, in either case, have not previously been made the basis for a reduction under this sentence. NOTICE OF ANY REDEMPTION shall be given at least 30 days prior to the date fixed for redemption by first class mail, addressed to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. PRINCIPAL MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for redemption, the Registrar shall treat each Bond as representing that number of Bonds of $5,000 denomination which is obtained by dividing the principal amount of such Bond by $5,000. The Registrar shall select the particular Bonds to be redeemed within a given maturity by lot or other random method. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with the provisions of the Resolution, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. THIS BOND IS TRANSFERABLE only upon presentation and surrender 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 representative, subject to the terms and conditions of the Resolution. THIS BOND IS EXCHANGEABLE at the principal corporate trust office of the Registrar for bonds in the denomination of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Resolution. NEITHER THE DISTRICT nor the Registrar shall be required to transfer or exchange any Bond during the period beginning on a Record Date (the fifteenth day of the month next preceding any Interest Payment Date) and ending on the next succeeding interest payment date or to transfer or exchange any Bond called for redemption during the 30-day period prior to the date fixed for redemption. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Resolution. FARH2189\BZMAREF95\AUTHRES 1 THE DISTRICT has covenanted in the Resolution that it will at all times provide a legally qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed first class, postage prepaid, to each Registered Owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, 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 Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes adequate to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. Form of Registration Certificate of Comptroller of Public Accounts COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this m0000000c Comptroller of Public Accounts (SEAL) of the State of Texas Form of Registrar's Authentication Certificate AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been delivered pursuant to the Bond Resolution described in the text of this Bond, in exchange for or in replacement of a bond, bonds or a portion of a bond or bonds of a series that was originally approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts of the State of Texas. NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION By: Authorized Signature Date of Authentication: F:\RN218KIZM4\REF95WUTHRES 11 Form of Assignment ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: Registered Owner NOTICE: The signature above must NOTICE: Signature(s) must be guaranteed correspond to the name of the Registered by an institution which is a participant in the Owner as shown on the face of this Bond in Securities Transfer Agent Medallion Program every particular, without any alteration, "STAMP or similar program. enlargement or change whatsoever. 17. Legal Opinion; CUSIP. The approving opinion of Vinson Elkins L.L.P., Houston, Texas, and CUSIP numbers may be printed on the Bonds, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds. 18. Debt Service Fund; Tax Lew. The Debt Service Fund is hereby confirmed and the proceeds from all taxes levied, assessed and collected for and on account of the Bonds authorized by this Resolution shall be deposited, as collected, in such fund. While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner, and at the same time as other District taxes are assessed, levied and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax, without legal limit as to rate, upon all taxable property in the District, adequate to pay the interest on the Bonds as the same becomes due and to pay each installment of the principal of the Bonds as the same matures, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the payment of the interest on and principal of the Bonds and to no other purpose. To pay the interest coming due on the Bonds on September 1, 1995, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount adequate to pay such interest, and such amount shall be used for no other purpose. 19. Further Proceedings. After the Bonds to be initially issued shall have been executed, it shall be the duty of the President of the Board and other appropriate officials and agents of the District to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of Texas, for examination and approval by the Attorney General. After the Bonds F: \RH2189\BZM4 \REF95\AUTHRES 12 to be initially issued shall have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Bonds to be initially issued, the Comptroller of Public Accounts (or the Comptroller's bond clerk or an assistant bond clerk lawfully designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 20. Sale; Bond Purchase Agreement. The sale and delivery of the Bonds to the Underwriter at a price of $3,985,260.05 plus accrued interest to the date of delivery on the Bonds, in accordance with the terms of a bond purchase agreement presented to and approved by the Board, which price and terms are hereby found and determined to be the most advantageous and reasonably obtainable by the District, is hereby authorized, approved, ratified and confirmed, subject to the approving opinion as to the legality of the Bonds of the Attorney General of Texas and of Vinson Elkins L.L.P., Houston, Texas, Bond Counsel. The President of the Board and other appropriate officials and agents of the District are hereby authorized and directed to execute such bond purchase agreement on behalf of the District, and the President of the Board and other appropriate officials and agents of the District are hereby authorized to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds. 21. Investments. Moneys deposited into the Debt Service Fund and any other funds or funds that the District may lawfully create may be invested or reinvested in authorized investments. All investments and any profits realized from or interest accruing on such investments shall belong to the fund from which the moneys for such investments were taken; provided, however, that in the discretion of the Board the profits realized from and interest accruing on investments made from any fund may be transferred to the Debt Service Fund. 22. Defeasance and Refunding. The District reserves the right to defease or refund the Bonds in any manner provided by law. 23. Remedies in Event of Default. In addition to all of the rights and remedies provided by laws of the State of Texas, the District further covenants and agrees that in the event of default in payment of principal or interest on any of the Bonds when due, or, in the event it fails to make the payments required to be made into the Debt Service Fund or any other fund or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Resolution, the Owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and other appropriate officials and agents thereof to observe and perform the covenants, obligations or conditions prescribed in this Resolution. Any delay or omission to exercise any right or power occurring upon any default shall not impair any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. 24. General Tax Covenant. The District intends that the interest on the Bonds shall be excludable from gross income for purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Code and applicable regulations. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation. In particular, the District covenants and agrees to comply with each requirement of this Section; provided, however, that the District shall not be required to comply with any particular requirement of this F:\RH2189\BZM4\REF95\AUTHRES 13 Section if the District has received an opinion of nationally recognized bond counsel "Counsel's Opinion that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if the District has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section 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. 25. Use of Proceeds. The District covenants and agrees that its use of the Net Proceeds of the Bonds and the Refunded Bonds will at all times satisfy the following requirements: (a) The District will use all of the Net Proceeds of the Bonds to acquire Escrowed Securities (as defined in the Escrow Agreement) adequate to pay the principal of or interest on the Refunded Bonds and to pay the costs of issuing the Bonds except for amounts, if any, described in the Report (as defined in the Escrow Agreement) as the rounding amount and the ending cash balance in the Escrow Fund (as defined in the Escrow Agreement). The District has limited and will limit to an amount not exceeding ten percent of the Net Proceeds of the Refunded Bonds, the amount of principal of, or interest on, such Bonds the payment of which is (under the terms of such Bonds or any underlying arrangement) directly or indirectly (i) secured by an interest in property, or payments in respect of property, used (other than use as a member of the general public) in the trade or business of any person other than a governmental unit "private business use'), or (ii) to be derived from payments (whether or not to the District) in respect of property, or borrowed money, used or to be used for a private business use. For purposes of this Section, the term "person" includes any individual, corporation, partnership, unincorporated association, or any other entity capable of carrying on a trade or business; 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 governmental unit. Any use of proceeds of the Refunded Bonds in any manner contrary to the guidelines set forth in Revenue Procedure 93 -19, including any revisions or amendments thereto, shall constitute the use of such proceeds in the trade or business of one who is not a governmental unit; (b) The District has limited and will limit to an amount not exceeding five percent of the Net Proceeds of the Refunded Bonds, the amount of principal of, or interest on, such Bonds which is (1) secured by any interest in property or payments in respect of property used in any private business use or (ii) to be derived from payments in respect of property or borrowed money, used or to be used for a private business use, to the extent such use is unrelated to the governmental purpose of the Refunded Bonds; and (c) The District has not permitted and will not permit an amount of proceeds of the Refunded Bonds exceeding the lesser of (i) $5,000,000 or (ii) five percent of the net proceeds of the Refunded Bonds to be used, directly or indirectly, to finance loans to persons other than governmental units. When used in this Section, the term Net Proceeds of the Bonds and the Refunded Bonds shall mean the proceeds from the sale of the Bonds and the Refunded Bonds, respectively, including investment earnings on the proceeds of such issue, Tess accrued interest with respect to such issue. F: \RH2189\BZM4\REF95\AUTHRES 14 26. No Federal Guaranty. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds 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. 27. Bonds Are Not Hedge Bonds. The District covenants and agrees that not more than 50 percent of the proceeds of the Refunded Bonds was invested in nonpurpose investments (as defined in section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more within the meaning of section 1 49(g) (3) (A) (ii) of the Code, and the District reasonably expected at the time such issue of the Refunded Bonds was issued that at least 85 percent of the spendable proceeds of each such issue would be used to carry out the governmental purposes of such issues within the corresponding three -year period beginning on the respective dates of issue of such Refunded Bonds. 28. No- Arbitrage Covenant. The District shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the District will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code and applicable regulations thereunder. Moreover, the District covenants and agrees that it will make such use of the proceeds of the Bonds including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be 'arbitrage bonds" within the meaning of section 148(a) of the Code and applicable regulations thereunder. 29. Arbitrage Rebate. The District will take all necessary steps to comply with the requirement that certain amounts earned by the District on the investment of the "gross proceeds" of the Bonds (within the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the District allocable to other bond issues of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate at such times as are required by applicable regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be permitted under applicable regulations, all amounts required to be rebated to the federal government. Further, the District will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a 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. 30. Information Reporting. The District 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 Bonds are issued, an information statement concerning the Bonds, all under and in accordance with section 149(e) of the Code and applicable regulations thereunder. F: \RI 189\BZM4\REF96\AUTHRES 15 31. Continuing Obligation. Notwithstanding any other provision of this Resolution, the District's obligations under the covenants and provisions of Sections 24 through 29 shall survive the defeasance and discharge of the Bonds. 32. Qualified Tax Exempt Obligations. The District hereby designates the Bonds as "qualified tax- exempt obligations" for purposes of section 265(b) of the Code. In connection therewith, the District represents (a) that the aggregate amount of tax- exempt obligations issued by the District during calendar year 1995, including the Bonds, which have been designated as "qualified tax- exempt obligations" under section 265(b)(3) of the Code does not exceed $10,000,000, and (b) that the reasonably anticipated amount of tax- exempt obligations which will be issued by the District during calendar year 1995, including the Bonds, will not exceed $10,000,000. For purposes of this Section, the term "tax- exempt obligation" does not include "private activity bonds" within the meaning of section 141 of the Code, other than "qualified 501(c)(3) bonds" within the meaning of section 145 of the Code. In addition, for purposes of this Section the District includes all governmental units which are aggregated with the District under section 265(b) of the Code. 33. Official Statement. The Board hereby ratifies, authorizes and approves, in connection with the sale of the Bonds, the preparation and distribution of the Preliminary Official Statement dated April 25, 1995, and a final Official Statement substantially in the same form containing such additional information and amendments as may be necessary to conform to the terms of the Bonds, this Resolution, and the bond purchase agreement for the Bonds. The President of the Board and other appropriate officials and agents of the District are hereby authorized to sign such Official Statement and /or to deliver certificates pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. 34. Application of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the District, be applied as follows: (a) Accrued interest shall be deposited into the Debt Service Fund. (b) The balance of the proceeds from the sale of the Bonds, together with other available funds, shall be applied (i) to establish an escrow fund to refund the Refunded Bonds, as more fully provided below, and (ii) to the extent not otherwise provided for, to pay all expenses arising in connection with the issuance of the Bonds, the establishment of such escrow fund and the refunding of the Refunded Bonds. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Debt Service Fund confirmed by the District pursuant to this Resolution. 35. Redemption of Refunded Bonds. The District hereby irrevocably calls the Refunded Bonds for redemption prior to their scheduled maturities for a redemption price equal of 102.5% plus accrued interest to the redemption date. Scheduled Maturity Principal (September 1) Series To Be Redeemed Redemption Date 2002 -2011 1989 $3,560,000 September 1, 1998 F:WH2189\BZMAREF95WUTHRES 16 The District authorizes all notices required to be given pursuant to the resolution authorizing the Refunded Bonds to be given as provided therein. 36. Escrow Agreement. The discharge and defeasance of the Refunded Bonds shall be carried out pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the District and NationsBank of Texas, National Association, as Escrow Agent, the terms and provisions of which are hereby approved, subject to such insertions, additions and modifications as shall be necessary (a) to carry out the program designed for the District by the Underwriter and which shall be certified as to mathematical accuracy by KPMG Peat Marwick L.L.P., whose report shall be attached to the Escrow Agreement, (b) to maximize the District's present value savings and /or to minimize the District's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Bonds and (d) to carry out the other intents and purposes of this Resolution, and the President of the Board or another designated official of the Board is hereby authorized to execute and deliver such Escrow Agreement on behalf of the District in multiple counterparts and the Secretary of the Board or another designated official of the Board is hereby authorized to attest thereto and affix the District's seal. 37. Purchase of United States Treasury Obligations. To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement, the President of the Board or another designated official of the Board is hereby authorized to agree to purchase, and purchase direct obligations of the United States of America, in such amounts and maturities and bearing interest at such rates as may be provided for in the Escrow Agreement, and to execute any and all purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved. 38. Transfer of Money from Debt Service Fund. On the date of delivery of the Bonds, there shall be transferred from the District's existing Debt Service Fund the sum of $80,000 to purchase direct obligations of the United States of America and /or provide cash for deposit with the Escrow Agent, pursuant to the Escrow Agreement. 39. Related Matters. To satisfy in a timely manner all of the District's obligations under this Resolution, the bond purchase agreement with the Underwriter, and the Escrow Agreement, the President and Secretary of the Board and all other appropriate officers and agents of the District are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Bonds, including, without limitation, executing and delivering on behalf of the District all certificates, consents, receipts, requests, and other documents as may be reasonably necessary to satisfy the District's obligations under the Escrow Agreement, the bond purchase agreement, and this Resolution and to direct the transfer and application of funds of the District consistent with the provisions of such Escrow Agreement and this Resolution. 40. Registrar. The form of agreement setting forth the duties of the Registrar is hereby approved, and the President of the Board and other appropriate officials and agents of the District are hereby authorized to execute such agreement for and on behalf of the District. 41. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Resolution, against any official or employee of the District or any person executing any Bonds. 42. District's Successors and Assigns. Whenever in this Resolution the District is named and referred to, it shall be deemed to include its successors and assigns, and all covenants and F:V*12189\BZM4\REF95\AUTNRES 17 agreements in this Resolution by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of its successors and assigns whether or not so expressed. 43. Benefits of Resolution Provisions. Nothing in this Resolution or in the Bonds, expressed or implied, shall give or be construed to give any person, other than the District, the Registrar and the Owners, any legal or equitable right or claim under or in respect of this Resolution, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions contained in this Resolution or in the Bonds being for the sole benefit of the District, the Registrar and the Owners. 44. Severability Clause. If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Resolution to any other persons or circumstances shall not be affected thereby. 45. Open Meeting. It is hereby officially found and determined that the meeting at which this Resolution 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, Texas Government Code, and Section 54.109, Texas Water Code. F: \RH21890ZM4\REF96\AUTHRES 18 PASSED AND APPROVED this 4th of May, 1995. 4 J�' ✓-C President, Board o ors Brazoria County Muni 'pal Utility District No. 4, of Brazoria County, Texas ATTEST: Secretary, Board 6f Di ectors Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas 4, IPA( T•.. VTj i a R1A t;pi 1: L t ti. CA �/11 t tl� t` F:\RH21890BZM4 \REF9 \AUTHRES 19 AM. Vinson&-Elkins . ATTORNEYS AT LAW VINSON& ELKINS L.L.P 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 TELEPHONE(713) 758-2222 FAX(713)758-2346 WRITER'S TELEPHONE WRITER'S FAX (713)758-2622 May 19, 1995 (713)615-5453 Ms. T. J. Vial City Hall City of Pearland 3519 Liberty Drive Pearland, TX 77581 Re: Brazoria County Municipal Utility District No. 4 Dear T. J.: Enclosed is a Resolution Authorizing the Issuance of $4,155,000 Unlimited Tax Refunding Bonds, Series 1995, adopted by the Board of Directors at its May 4, 1995, meeting. Please call me at 758-2622 if you have any questions. Sincerely, Linda F. Sotirake Legal Assistant 7453:7781 aVfso\brazoria\cityball.ltr HOUSTON DALLAS WASHINGTON, D.C. AUSTIN MOSCOW LONDON MEXICO CITY SINGAPORE CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTY OF HARRIS § I, the undersigned officer of the Board of Directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, do hereby certify as follows: 1. The Board of Directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, convened in special session on the 4th day of May, 1995, at the regular meeting place outside the boundaries of the District, and the roll was called of the duly constituted officers and members of the Board, to-wit: Earl Newman President Morris R. Dittlinger Vice President/Assistant Secretary Robert C. Grindeland Secretary F. C. "Bus" Adams Assistant Vice President/Treasurer Thomas M. Goss, Jr. Director and all of said persons were present except Director(s) 'Jo Ab6ct+1(6 Whereupon, among other business, the following was transacted at the meeting: a written RESOLUTION AUTHORIZING THE ISSUANCE OF $4,155,000 BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING BONDS AND THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE PURCHASE OF CERTAIN ESCROWED SECURITIES; AND CONTAINING OTHER MATTERS RELATED THERETO was introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion, carrying with it the adoption of the Resolution, prevailed and carried unanimously. 2. That a true, full and correct copy of the aforesaid Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution has been duly recorded in the Board's minutes of the meeting; that the persons named in the above and foregoing paragraph were the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, and that the Resolution would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas Goy rr ment Code, and Section 54.109, Texas Water Code. \N1G1PA(1 ���i ^.,..81G AND SEALED on this 4th day of May, 1995. • �� = ,.i(47('t irect d- (1 /• �� v : _ Secretary, Board of ors % ) rE X Ps ..** \* F:\RH2 �44 C iC.beS\\` RESOLUTION NO. R95-27 A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE RESOLUTION OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS, AUTHORIZING THE ISSUANCE OF ITS SERIES 1995 UNLIMITED TAX REFUNDING BONDS AND WAIVING PREMIUM CALL PROVISIONS OF REDEMPTION REQUIREMENTS FOR THE BONDS WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the "District"), is located within the extraterritorial jurisdiction of the City of Pearland, Texas (the "City"); and WHEREAS, by Resolution No. R80-13, dated June 9, 1980 (the"Creation Resolution"),the City consented to the creation of the District and placed certain conditions on the issuance of bonds by the District, including the approval by the City Council of the District's resolution authorizing the issuance of such bonds (the "Bond Resolution") and the inclusion of a provision in the Bond Resolution that the District reserves the right to redeem its bonds on any interest payment date subsequent to the tenth anniversary of the date of issuance of the bonds at a premium not to exceed two and one-half percent of par value reducing one-half of one percent of par value each year thereafter to par value; and WHEREAS, the District has requested that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived; and WHEREAS,the City Council has considered the Bond Resolution prepared in connection with the issuance of the District's proposed Series 1995 Unlimited Tax Refunding Bonds and has found it to be acceptable; and WHEREAS, the City Council has considered the District's request for waiver of the premium call provisions of the redemption requirements contained in the Creation Resolution and has found F:\RH2189\BZM4\REF95\PEARLAND.RES such request to be valid and well taken; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: 1. All of the matters and facts set forth in the preamble hereof are true and correct. 2. The resolution of the board of directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, authorizing the issuance of its Unlimited Tax Refunding Bonds, Series 1995, is hereby approved. 3. The District's request that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived as to its Unlimited Tax Refunding Bonds, Series 1995, is hereby approved. 4. The Mayor of the City of Pearland is hereby authorized to execute such letters or other documents required to be provided to the Attorney General of Texas in connection with the issuance of such bonds by the District. 5. This Resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Pearland and it is accordingly so resolved. PASSED, APPROVED AND ADOPTED thiso4 day of April, A. D., 1995. CITY OF PEARLA TEXAS By: May o Tem ATTEST: B • Interim City Secretary APPRO D AS TO ORM: ity ttorn y F:\RH2189\BZM4\REF95\PEARLAND.RES - 2 - 0* PEARS CflujO� p@©ffiland v * * 3519 liberty Drive • Pearland, Texas 77581-5416 TEXAS (713) 485-2411 • Fax (713) 485-8764 April 25 , 1995 Mr. Jim Thomassen Assistant Attorney General Public Finance Division Office of the Attorney General 411 West 13th Street Fourth Floor Austin, Texas 78701 Re: $4,130,000 Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995 Dear Mr. Thomassen: Pursuant to Resolution No. R80-13 , please be advised that on April 24 , 1995, the City Council of the City of Pearland approved the form of the resolution (certified copy enclosed) authorizing the issuance of the captioned bonds and authorizing the Mayor to execute the appropriate letter notifying you of such approval. In addition, this letter will also serve as notification to Brazoria County Municipal Utility District No. 4 , of Brazoria County, Texas, that to the best of my knowledge and belief, it is in compliance with the City's Resolution No. R80-13 regarding the sale of the captioned bonds. Very tr y ours, Da ' Smith Mayor Pro Tem Enclosure 0 Pnnted on Recycled Paper RESOLUTION AUTHORIZING THE ISSUANCE OF $4,130,000 BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING BONDS AND THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE PURCHASE OF CERTAIN ESCROWED SECURITIES; AND CONTAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS § COUNTY OF BRAZORIA § WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the "District"), has heretofore issued its Unlimited Tax Refunding Bonds, Series 1989 (collectively, the "Outstanding Bonds"); and WHEREAS, the District desires to refund a certain portion of the Outstanding Bonds (the "Refunded Bonds"), in advance of their maturities; and WHEREAS, the bonds hereinafter authorized were duly and favorably voted at a special bond election held in the District on September 26, 1987; and WHEREAS,Article 717k,Texas Revised Civil Statutes, as amended,provides that the District is authorized to issue refunding bonds for the purpose of refunding the Refunded Bonds in advance of their maturities, and to accomplish such refunding by depositing directly with a paying agent for the Refunded Bonds the proceeds of such refunding bonds, together with other available funds, in an amount adequate to provide for the payment or redemption of the Refunded Bonds, and that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS,the District desires to enter into an escrow agreement(the"Escrow Agreement') with NationsBank of Texas, National Association,Houston,Texas (the"Escrow Agent'), as authorized by Article 717k, Texas Revised Civil Statutes, pursuant to which proceeds of the refunding bonds herein authorized, together with other available funds, will be deposited, invested and applied in a manner adequate to provide for the full and timely payment of all interest on and principal of the Refunded Bonds; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the creation of the escrow referred to above, the Refunded Bonds shall no longer be regarded as being outstanding, except for the purpose of being paid pursuant to such Escrow Agreement, and the pledges, liens, trusts and all other covenants, provisions, terms and conditions of the resolution authorizing the issuance of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and defeased; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS, THAT: 1. Definitions. Throughoutthis Resolution the following terms and expressions as used herein shall have the meanings set forth below: "Act' means Chapter 54, Texas Water Code, as amended. F:\R H2188\B ZM a\REF95\AUTHR E S A... "Board" means the Board of Directors of the District. "Bond" or "Bonds" means the Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995, authorized in this Resolution, unless the context clearly indicates otherwise. "Business Day" means any day which is not a Saturday, Sunday, or a day on which the Registrar is authorized by law or executive order to remain closed. "City" means the City of Pearland, Texas, and any other municipal corporation succeeding to the powers, rights, privileges and functions of the City and, when appropriate, the City Council of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Debt Service Fund" means the interest and sinking fund referred to in this Resolution. "District" means Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas. "Interest Payment Date," when used in connection with any Bond, means September 1, 1995, and each March 1 and September 1 thereafter until maturity or prior redemption of such Bond. "Owner" means any person who shall be the registered owner of any outstanding Bond. "Paying Agent' means the Registrar. "Person" or "persons" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Record Date" means,for any Interest Payment Date,the fifteenth calendar day of the month next preceding each Interest Payment Date. "Refunded Bonds" means that portion of the District's Unlimited Tax Refunding Bonds, Series 1989, maturing on September 1 in the years 2002 through 2011, both inclusive, in the aggregate principal amount of $3,560,000. "Register" means the books of registration kept by the Registrar in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to, each Owner. "Registrar" means NationsBank of Texas, National Association, Houston, Texas, and its successors in that capacity. "Resolution" as used herein and in the Bonds means this resolution authorizing the Bonds. "Underwriter" means 2. Authorization; Consideration. The Bonds shall be issued in fully registered form, without coupons, in the total authorized aggregate principal amount of FOUR MILLION ONE HUNDRED THIRTY THOUSAND DOLLARS ($4,130,000) and issued for the purpose of refunding the - 2 -F:\RH2189\BZM4\REF9SlAUTHRE8 AN. Refunded Bonds and paying the costs of issuance of the Bonds. It is hereby found and determined that such refunding will benefit the District by reducing the debt service payable by the District and providing a present value savings, and that such benefits are sufficient consideration for the refunding of the Refunded Bonds. 3. Designation, Date, And Interest Payment Dates. The Bonds shall be designated as the "BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995" and shall be dated May 1, 1995. The Bonds shall bear interest at the rates set forth herein from the later of May 1, 1995, or the most recent Interest Payment Date to which such interest has been paid or duly provided for, calculated on the basis of a 360-day year of twelve 30-day months, payable on September 1, 1995, and semiannually thereafter on March 1 and September 1 of each year until maturity or prior redemption. 4. Initial Bonds; Numbers and Denominations; Maturities, Amounts,and Interest Rates. The Bonds shall be initially 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 Resolution. The Bonds shall mature on September 1 in each of the years and in the amounts set out in such schedule. Bonds delivered in transfer of or in exchange for other Bonds shall be numbered in order of their authentication 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 Bond or Bonds in lieu of which they are delivered. THE BONDS Bond Maturity Principal Interest Number (September 1) Amount Rate R-1 R-2 R-3 R-4 R-5 • R-6 R-7 R-8 R-9 R-10 R-11 R-12 R-13 R-14 R-15 R-16 5. Optional Redemption. The Bonds are subject to optional redemption at the dates and for the redemption prices set forth in the form of Bond in this Resolution. Principal amounts may be redeemed only in integral multiples of$5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, F:\RH2189\8ZM4\REF951AUTHRES - 3 - but only in integral multiples of $5,000. In selecting portions of Bonds for redemption, the Registrar shall treat each Bond as representing that number of Bonds of $5,000 denomination which is obtained by dividing the principal amount of such Bond by $5,000. The Registrar shall select the particular Bonds to be redeemed within any given maturity by lot or other random selection method. Upon surrender of any Bond for redemption in part, the Registrar shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall be given by the Registrar at least 30 days prior to the date fixed for redemption by sending written notice by first class mail, postage prepaid, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Register. Such notices shall state the redemption date, the redemption price, the place at which Bonds are to be surrendered for payment and, if fewer than all Bonds outstanding are to be redeemed within any one maturity, the numbers of the Bonds or portions thereof to be redeemed. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, 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 portions of the Bonds to be redeemed, as of the date fixed for redemption. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment 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 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. 6. Execution of Bonds; Seal. The Bonds shall be signed by the President of the Board and countersigned by the Secretary of the Board, by their manual, lithographed, or facsimile signatures, and the official seal of the District shall be impressed or placed in facsimile thereon. Any facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and any facsimile seal on the Bonds shall have the same effect as if the official seal of the District had been manually impressed upon each of the Bonds. If any officer of the District whose manual, lithographed or facsimile signature shall appear on the Bonds shall cease to be such officer before the authentication of such Bonds or before the delivery of such Bonds, such manual, lithographed or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. 7. Approval by Attorney General; Registration by Comptroller. The Bonds to be initially issued shall be delivered to the Attorney General 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 this Resolution shall be affixed or attached to the Bonds to be initially issued. 8. Authentication. Except for the Bonds to be initially issued, which need not be authenticated by the Registrar, only such Bonds as shall bear thereon a certificate of authentication, substantially in the form provided in this Resolution, manually executed by an authorized representative of the Registrar, shall be entitled to the benefits of this Resolution or shall be valid or obligatory for any purpose. Such duly executed certificate of authentication shall be conclusive evidence that the Bond so authenticated was delivered by the Registrar hereunder. 9. Payment of Principal and Interest. The Registrar is hereby appointed as the Paying Agent for the Bonds. The principal of and interest on the Bonds shall be payable, without exchange F:\RH2189\BZM4\REF95\AUTHRES - 4 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. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds as they respectively become due and payable, whether at maturity or by prior redemption, at the principal corporate trust office of the Registrar. Interest on the Bonds is payable (i) by check or draft dated as of the Interest Payment Date, mailed by the Registrar to the Owner as of the Record Date, first class, postage prepaid, to the address of such Owner as shown in the Register; or (ii) by such other customary banking arrangements as may be agreed upon by the Registrar and the Owner, at the risk and expense of the Owner. Any accrued interest payable at maturity on a Bond shall be paid upon presentation and surrender of such Bond at the principal corporate trust office of the Registrar. If the date for payment of the principal of or interest on any Bonds is not a Business Day, then the date for such payment shall be the next succeeding Business Day, with the same force and effect as if made on the date such payment was originally due. 10. Successor Registrars. The District covenants that at all times while any Bonds are outstanding it will provide a legally qualified bank or trust company organized under the laws of the United States of America or any state, and subject to supervision or examination by federal or state authority to act as Registrar for the Bonds. The District reserves the right to change the Registrar for the Bonds on not less than 60 days written notice to the Registrar, so long as any such notice is effective not less than 60 days prior to the next succeeding date for payment of the principal of or interest on the Bonds. Promptly upon the appointment of any successor Registrar, the previous Registrar shall deliver the Bond Register or copies thereof to the new Registrar, and the new Registrar shall notify each Owner, by first class mail, postage prepaid, of such change and of the address of the new Registrar. Each Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of this Section. 11. Special Record Date. If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for 30 days thereafter, 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 funds to make such interest payment are received from or on behalf of the District. Such Special Record Date shall be 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 first class mail, postage prepaid, not later than 5 days prior to the Special Record Date, to each Owner of record of an affected Bond as of the close of business on the day prior to the mailing of such notice. 12. Ownership; Unclaimed Principal and Interest. Subject to the further provisions of this Section,the District, the Registrar and any other person may treat the person in whose name any Bond is registered as the absolute Owner of such Bond for the purpose of making and receiving payment of the principal of or interest on such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the District 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 Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the District and the Registrar upon such Bond to the extent of the sums paid. Amounts held by the Registrar which represent principal of and interest on the Bonds remaining unclaimed by the Owner after the expiration of 3 years from the date such amounts have - 5 F:\RH2189\BZM4\REF95WUTHRES • M. .r. 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 Property Code, as amended. 13. Registration, Transfer, and Exchange. So long as any Bonds remain 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 Bonds in accordance with the terms of this Resolution. Each Bond shall be transferable only upon the presentation and surrender thereof at the principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any Bond in proper form for transfer, the Registrar shall authenticate and deliver in exchange therefor, within three Business Days after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate or rates as the Bond or Bonds so presented. All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination in an aggregate amount equal to the principal amount of the Bond or Bonds presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this Section. Each Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The District or the Registrar may require the Owner of any Bond to pay a sum adequate to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the District. Neither the District nor the Registrar shall be required to transfer or exchange any Bond during the period beginning at the opening of business on a Record Date and ending at the close of business on the next succeeding Interest Payment Date or to transfer or exchange any Bonds selected for redemption in whole or in part within 30 calendar days prior to the redemption date. 14. Mutilated, Lost, or Stolen Bonds. Upon the presentation and surrender to the Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. The District or the Registrar may require the Owner of a mutilated Bond to pay a sum adequate to cover any tax or other governmental charge that may be imposed in connection therewith, including the fees and expenses of the Registrar. The District or the Registrar may require the Owner of a lost, apparently destroyed or wrongfully taken Bond, before any replacement Bond is issued, to: - 6 F:1RH2189\BZM4\REF95WUTHRES 411 (1) furnish to the District and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Bond; (2) furnish such security or indemnity as may be required by the Registrar and the District to hold them harmless; (3) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Registrar and the Attorney General of Texas, and any tax or other governmental charge that may be imposed; and (4) meet any other reasonable requirements of the District and the Registrar. If, after the delivery of a replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District and the Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the District or the Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the District in its discretion may, instead of issuing a replacement Bond, authorize the Registrar to pay such Bond. Each replacement Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. 15. Cancellation of Bonds. All Bonds paid in accordance with this Resolution, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment. The Registrar shall furnish the District with appropriate certificates of destruction of such Bonds. 16. Forms. The form of the Bonds, including 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 Bonds 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 Resolution: F:\RH2189\BZM4\REF95WUTHRES - 7 FACE OF BOND United States of America State of Texas County of Brazoria REGISTERED REGISTERED NUMBER AMOUNT R-_ $ BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BOND SERIES 1995 INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: May 1, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO.4, OF BRAZORIA COUNTY,TEXAS (the "District') promises to pay to the Registered Owner identified above, or registered assigns, on the maturity date specified above, upon presentation and surrender of this Bond at the corporate trust office of the registrar (the "Registrar"), initially NationsBank of Texas, National Association, Houston, Texas, the principal amount identified above, and to pay interest thereon at the rate shown above, calculated on the basis of a 360-day year of twelve 30-day months, from the later of May 1, 1995, or the most recent interest payment date to which interest has been paid or duly provided for. Principal of and interest on this Bond are payable 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. Interest on this Bond is payable (i) by check or draft dated as of the interest payment date mailed by the Registrar to the Registered Owner, first class, postage prepaid,to the address of such Registered Owner as shown in the register of the Registrar as of the fifteenth day of the month next preceding each interest payment date, or(ii) by such other customary banking arrangements as may be agreed upon by the Registrar and the Registered Owner (at the risk and expense of such Registered Owner), on each March 1 and September 1 until the earlier of maturity or prior redemption, beginning September 1, 1995. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President of the Board of Directors of the District and countersigned with the manual or F:\RH2189\8ZM4\REF951AUTHRES - 8 - . facsimile signature of the Secretary of the Board of Directors of the District, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. (REGISTRATION OR (SEAL) BRAZORIA COUNTY MUNICIPAL UTILITY AUTHENTICATION DISTRICT NO. 4, OF BRAZORIA COUNTY, CERTIFICATE) TEXAS President, Board of Directors Secretary, Board of Directors (BACK PANEL OF BONDS) THIS BOND is one of a duly authorized issue of bonds, aggregating $4,130,000 (the "Bonds"), issued for the purpose of refunding a portion of the District's outstanding bonds by authority of an election held within the District on September 26, 1987, and pursuant to a resolution adopted by the Board of Directors of the District on May 4, 1995 (the "Resolution"). The Bonds pay interest semiannually until maturity or earlier redemption. THIS BOND, and the other Bonds of the series of which it is a part, are payable from the proceeds of an annual ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Resolution for a complete description of the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the Registered Owners of the Bonds, the District and the Registrar; and the terms upon which the Bonds are, and are to be, registered and delivered. THE DISTRICT RESERVES THE RIGHT, at its option, to redeem the Bonds maturing on or after September 1, 2006, prior to their scheduled maturities, in whole or in part from time to time, in integral multiples of$5,000, on , or on any date thereafter, at a price of par plus accrued interest to the date of redemption on the principal amounts called for redemption. Reference is made to the Resolution for complete details concerning the manner of redeeming the Bonds. NOTICE OF ANY REDEMPTION shall be given at least 30 days prior to the date fixed for redemption by first class mail, addressed to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. PRINCIPAL MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for redemption, the Registrar shall treat each Bond as representing that number of Bonds of $5,000 denomination F:\RH2189\BZM4\REF95\AUTHRES - 9 AlIOW which is obtained by dividing the principal amount of such Bond by $5,000. The Registrar shall select the particular Bonds to be redeemed within a given maturity by lot or other random method. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with the provisions of the Resolution, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. THIS BOND IS TRANSFERABLE only upon presentation and surrender 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 representative, subject to the terms and conditions of the Resolution. THIS BOND IS EXCHANGEABLE at the principal corporate trust office of the Registrar for bonds in the denomination of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Resolution. NEITHER THE DISTRICT nor the Registrar shall be required to transfer or exchange any Bond during the period beginning on a Record Date (the fifteenth day of the month next preceding any Interest Payment Date) and ending on the next succeeding interest payment date or to transfer or exchange any Bond called for redemption during the 30-day period prior to the date fixed for redemption. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Resolution. THE DISTRICT has covenanted in the Resolution that it will at all times provide a legally qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed first class, postage prepaid, to each Registered Owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, 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 Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes adequate to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. - 10 F:\RH2159\BZM4\REF95\AUTHRES lk allak Form of Registration Certificate of Comptroller of Public Accounts COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this xxxwow= Comptroller of Public Accounts (SEAL) of the State of Texas Form of Registrar's Authentication Certificate AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been delivered pursuant to the Bond Resolution described in the text of this Bond, in exchange for or in replacement of a bond, bonds or a portion of a bond or bonds of a series that was originally approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts of the State of Texas. NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION, HOUSTON, TEXAS By: Authorized Signature Date of Authentication: - 11 F:\RH2189\BZMa\REF9SAUTHRES ANN Form of Assignment ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorneytotransfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: Registered Owner NOTICE: The signature above must NOTICE: Signature must be guaranteed by correspond to the name of the Registered a member firm of the New York Stock Owner as shown on the face of this Bond in Exchange or a commercial bank or trust every particular, without any alteration, company. enlargement or change whatsoever. 17. Legal Opinion; CUSIP. The approving opinion of Vinson & Elkins L.L.P., Houston, Texas, and CUSIP numbers may be printed on the Bonds, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds. 18. Debt Service Fund; Tax Levy. The Debt Service Fund is hereby confirmed and the proceeds from all taxes levied, assessed and collected for and on account of the Bonds authorized by this Resolution shall be deposited, as collected, in such fund. While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner, and at the same time as other District taxes are assessed, levied and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax, without legal limit as to rate, upon all taxable property in the District, adequate to pay the interest on the Bonds as the same becomes due and to pay each installment of the principal of the Bonds as the same matures, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the payment of the interest on and principal of the Bonds and to no other purpose. To pay the interest coming due on the Bonds on September 1, 1995, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount adequate to pay such interest, and such amount shall be used for no other purpose. 19. Further Proceedings. After the Bonds to be initially issued shall have been executed, it shall be the duty of the President of the Board and other appropriate officials and agents of the District to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of Texas, for examination and approval by the Attorney General. After the Bonds F.\RH2189\BZM4\REF95AUTHRES - 12 to be initially issued shall have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Bonds to be initially issued, the Comptroller of Public Accounts (or the Comptroller's bond clerk or an assistant bond clerk lawfully designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 20. Sale; Bond Purchase Agreement. The sale and delivery of the Bonds to the Underwriter at a price of $ plus accrued interest to the date of delivery on the Bonds, in accordance with the terms of a bond purchase agreement presented to and approved by the Board, which price and terms are hereby found and determined to be the most advantageous and reasonably obtainable by the District, is hereby authorized, approved, ratified and confirmed, subject to the approving opinion as to the legality of the Bonds of the Attorney General of Texas and of Vinson & Elkins L.L.P., Houston, Texas, Bond Counsel. The President of the Board and other appropriate officials and agents of the District are hereby authorized and directed to execute such bond purchase agreement on behalf of the District, and the President of the Board and other appropriate officials and agents of the District are hereby authorized to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds. 21. Investments. Moneys deposited into the Debt Service Fund and any other funds or funds that the District may lawfully create may be invested or reinvested in authorized investments. All investments and any profits realized from or interest accruing on such investments shall belong to the fund from which the moneys for such investments were taken; provided, however, that in the discretion of the Board the prcfits realized from and interest accruing on investments made from any fund may be transferred to the Debt Service Fund. 22. Defeasance and Refunding. The District reserves the right to defease or refund the Bonds in any manner provided by law. 23. Remedies in Event of Default. In addition to all of the rights and remedies provided by laws of the State of Texas, the District further covenants and agrees that in the event of default in payment of principal or interest on any of the Bonds when due, or, in the event it fails to make the payments required to be made into the Debt Service Fund or any other fund or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Resolution, the Owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and other appropriate officials and agents thereof to observe and perform the covenants, obligations or conditions prescribed in this Resolution. Any delay or omission to exercise any right or power occurring upon any default shall not impair any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. 24. General Tax Covenant. The District intends that the interest on the Bonds shall be excludable from gross income for purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Code and applicable regulations. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation. In particular, the District covenants and agrees to comply with each requirement of this Section; provided, however, that the District shall not be required to comply with any particular requirement of this F:\RH2189\BZM4\REF951AUTHRES - 13 - Am. Aink Section if the District has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if the District has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section 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. 25. Use of Proceeds. The District covenants and agrees that its use of the Net Proceeds of the Bonds and the Refunded Bonds will at all times satisfy the following requirements: (a) The District will use all of the Net Proceeds of the Bonds to acquire Escrowed Securities (as defined in the Escrow Agreement) adequate to pay the principal of or interest on the Refunded Bonds and to pay the costs of issuing the Bonds except for amounts, if any, described in the Report (as defined in the Escrow Agreement) as the rounding amount and the ending cash balance in the Escrow Fund (as defined in the Escrow Agreement). The District has limited and will limit to an amount not exceeding ten percent of the Net Proceeds of the Refunded Bonds, the amount of principal of, or interest on, such Bonds the payment of which is (under the terms of such Bonds or any underlying arrangement) directly or indirectly (i) secured by an interest in property, or payments in respect of property, used (other than use as a member of the general public) in the trade or business of any person other than a governmental unit ("private business use"), or (ii) to be derived from payments (whether or not to the District) in respect of property, or borrowed money, used or to be used for a private business use. For purposes of this Section, the term "person" includes any individual, corporation, partnership, unincorporated association, or any other entity capable of carrying on a trade or business; 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 governmental unit. Any use of proceeds of the Refunded Bonds in any manner contrary to the guidelines set forth in Revenue Procedure 93-19, including any revisions or amendments thereto, shall constitute the use of such proceeds in the trade or business of one who is not a governmental unit; (b) The District has limited and will limit to an amount not exceeding five percent of the Net Proceeds of the Refunded Bonds, the amount of principal of, or interest on, such Bonds which is (i) secured by any interest in property or payments in respect of property used in any private business use or (ii) to be derived from payments in respect of property or borrowed money, used or to be used for a private business use, to the extent such use is unrelated to the governmental purpose of the Refunded Bonds; and (c) The District has not permitted and will not permit an amount of proceeds of the Refunded Bonds exceeding the lesser of (i) $5,000,000 or (ii) five percent of the net proceeds of the Refunded Bonds to be used, directly or indirectly, to finance loans to persons other than governmental units. When used in this Section,the term Net Proceeds of the Bonds and the Refunded Bonds shall mean the proceeds from the sale of the Bonds and the Refunded Bonds, respectively, including investment earnings on the proceeds of such issue, less accrued interest with respect to such issue. F:\RH2189\BZM4\REF95\AUTHRES - 14 - 26. No Federal Guaranty. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control,that, if taken or omitted, respectively, would cause the Bonds 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. 27. Bonds Are Not Hedge Bonds. The District covenants and agrees that not more than 50 percent of the proceeds of the Refunded Bonds was invested in nonpurpose investments (as defined in section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more within the meaning of section 149(g)(3)(A)(ii) of the Code, and the District reasonably expected at the time such issue of the Refunded Bonds was issued that at least 85 percent of the spendable proceeds of each such issue would be used to carry out the governmental purposes of such issues within the corresponding three-year period beginning on the respective dates of issue of such Refunded Bonds. 28. No-Arbitrage Covenant. The District shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the District will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds"within the meaning of section 148(a) of the Code and applicable regulations thereunder. Moreover, the District covenants and agrees that it will make such use of the proceeds of the Bonds including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and applicable regulations thereunder. 29. Arbitrage Rebate. The District will take all necessary steps to comply with the requirement that certain amounts earned by the District on the investment of the "gross proceeds" of the Bonds (within the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the District allocable to other bond issues of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate at such times as are required by applicable regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be permitted under applicable regulations, all amounts required to be rebated to the federal government. Further, the District will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a 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. 30. Information Reporting. The District 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 Bonds are issued, an information statement concerning the Bonds, all under and in accordance with section 149(e) of the Code and applicable regulations thereunder. F:\RH2189\BZM4\REF95\AUTHRES - 15 - 31. Continuing Obligation. Notwithstanding any other provision of this Resolution, the District's obligations under the covenants and provisions of Sections 24 through 29 shall survive the defeasance and discharge of the Bonds. 32. Qualified Tax-Exempt Obligations. The District hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of section 265(b) of the Code. In connection therewith, the District represents (a) that the aggregate amount of tax-exempt obligations issued by the District during calendar year 1995, including the Bonds,which have been designated as"qualified tax-exempt obligations" under section 265(b)(3) of the Code does not exceed $10,000,000, and (b) that the reasonably anticipated amount of tax-exempt obligations which will be issued by the District during calendar year 1995, including the Bonds, will not exceed $10,000,000. For purposes of this Section,the term "tax-exempt obligation"does not include"private activity bonds"within the meaning of section 141 of the Code, other than "qualified 501(c)(3) bonds"within the meaning of section 145 of the Code. In addition, for purposes of this Section the District includes all governmental units which are aggregated with the District under section 265(b) of the Code. 33. Official Statement. The Board hereby ratifies,authorizes and approves,in connection with the sale of the Bonds,the preparation and distribution of the Preliminary Official Statement dated April 25, 1995, and a final Official Statement substantially in the same form containing such additional information and amendments as may be necessary to conform to the terms of the Bonds, this Resolution, and the bond purchase agreement for the Bonds. The President of the Board and other appropriate officials and agents of the District are hereby authorized to sign such Official Statement and/or to deliver certificates pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. 34. Application of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the District, be applied as follows: (a) Accrued interest shall be deposited into the Debt Service Fund. (b) The balance of the proceeds from the sale of the Bonds,together with other available funds, shall be applied (i) to establish an escrow fund to refund the Refunded Bonds, as more fully provided below, and (ii) to the extent not otherwise provided for, to pay all expenses arising in connection with the issuance of the Bonds, the establishment of such escrow fund and the refunding of the Refunded Bonds. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Debt Service Fund confirmed by the District pursuant to this Resolution. - 16 - F:\RH2189\BZM4\REF95AUTHRES ..115111. 35. Redemption of Refunded Bonds; Selection of Certain Refunded Bonds. The District hereby irrevocably calls those portions of the following Refunded Bonds which are eligible for redemption prior to their scheduled maturities for a redemption price equal to their principal amount plus accrued interest to the redemption date. Those portions of the following Refunded Bonds which are not eligible for redemption prior to their scheduled maturities will be paid on their respective maturity dates. Scheduled Maturity Defeased Bonds (September 1) Series To Be Redeemed Redemption Date 2002-2011 1989 $3,560,000 September 1, 1998 The District authorizes all notices required to be given pursuant to the resolution authorizing the Refunded Bonds to be given as provided therein. 36. Escrow Agreement. The discharge and defeasance of the Refunded Bonds shall be carried out pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the District and Texas Commerce Bank National Association, Houston, Texas, as Escrow Agent, the terms and provisions of which are hereby approved, subject to such insertions, additions and modifications as shall be necessary (a) to carry out the program designed for the District by the Underwriter and which shall be certified as to mathematical accuracy by KPMG Peat Marwick, whose report shall be attached to the Escrow Agreement, (b) to maximize the District's present value savings and/or to minimize the District's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Bonds and (d) to carry out the other intents and purposes of this Resolution, and the President of the Board or another designated official of the Board is hereby authorized to execute and deliver such Escrow Agreement on behalf of the District in multiple counterparts and the Secretary of the Board or another designated official of the Board is hereby authorized to attest thereto and affix the District's seal. 37. Purchase of United States Treasury Obligations. To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement, the President of the Board or another designated official of the Board is hereby authorized to agree to purchase, and purchase direct obligations of the United States of America, in such amounts and maturities and bearing interest at such rates as may be provided for in the Escrow Agreement, and to execute any and all purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved. 38. Related Matters. To satisfy in a timely manner all of the District's obligations under this Resolution,the bond purchase agreement with the Underwriter, and the Escrow Agreement, the President and Secretary of the Board and all other appropriate officers and agents of the District are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Bonds, including,without limitation,executing and delivering on behalf of the District all certificates, consents, receipts, requests, and other documents as may be reasonably necessary to satisfy the District's obligations under the Escrow Agreement, the bond purchase agreement, and this Resolution and to direct the transfer and application of funds of the District consistent with the provisions of such Escrow Agreement and this Resolution. F:\RH2189\BZM4\REF95\AUTHRES - 17 - 39. Registrar. The form of agreement setting forth the duties of the Registrar is hereby approved, and the President of the Board and other appropriate officials and agents of the District are hereby authorized to execute such agreement for and on behalf of the District. 40. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Resolution, against any official or employee of the District or any person executing any Bonds. 41. District's Successors and Assigns. Whenever in this Resolution the District is named and referred to, it shall be deemed to include its successors and assigns, and all covenants and agreements in this Resolution by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of its successors and assigns whether or not so expressed. 42. Benefits of Resolution Provisions. Nothing in this Resolution or in the Bonds, expressed or implied, shall give or be construed to give any person, other than the District, the Registrar and the Owners, any legal or equitable right or claim under or in respect of this Resolution, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions contained in this Resolution or in the Bonds being for the sole benefit of the District, the Registrar and the Owners. 43. Severability Clause. If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Resolution to any other persons or circumstances shall not be affected thereby. 44. Open Meeting. It is hereby officially found and determined that the meeting at which this Resolution 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, Texas Government Code, and Section 54.109, Texas Water Code. • F:\RH2189\BZMa\REF95\AUTHRES - 18 AM lb. PASSED AND APPROVED this 4th of May, 1995. President, Board of Directors Brazoria County Municipal Utility District No.4, of Brazoria County, Texas ATTEST: Secretary, Board of Directors Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (SEAL) F:\RH2189\BZM4\REF95WUTNRES - 19 - Y1PR 19 ' 95 15: 21 FROM VE LLP HOU_TON Pf1GE . ©©1 AIIlk Vinson&Elkins ATTORNEYS AT LAW VINSON a ELKINS L.L.P. toot FANNIN STREET SUITE 2300 HOUSTON, TEXAS 77002•8780 TELEPHONE. (713) 7sA.9p22 VOICE MAIL (713) 758.4300 FAX (713) 758-2346 CONFIDENTIALITY NOTICE: The information contained In this FAX may be confidential and/or privileged. This FAX is intended to be reviewed Initially by only the individual named below. If the reader of this TRANSMITTAL } PAW lis not the blended recipient or a representative of the Intended recipient;you are hereby I notified that any review, dissemination or copying of this FAX or the 6hformaton contained herein I t to prohibited. If you have received this FAX In error, please immediately notify the sender by telephone and return this FAX to the sender at the above address. Thank you. I CENTRAL FACSIMILE TRANSMITTAL PAGE CATh:: April 19, 1995 RECIPIENTSCONFIRMATTON e: Tr T.J. COMPANY: City Hall TYPE OF LXCUMENT: PAGES: 5 fatkuiino Mk trona:n*81 peen) FPC*J: Sheri Ruliard for Cristen Cline salloaRI PHONE*: (713) 758-2758/4543 MESSAGE Please confirm that this document contains the correct information. Let me know if David Smith uses a middle initial,etc. We will be sending the original document by overrfght delivery.Thank YoU. We are sending from a machine that is Group I, II, Ill compatible. Please check transmission after the last page. If this FAX transmission is illegible or you do not receive all pages, please call the sender at the number listed above. if you wish to respond, use FAX# (713) 758-2346. OPERATOR: RECIPIENT'S FAX# 485-8764 HARD COPY FOLLOWS: YES —NO Pam VE0138.Pee,01.27.26 I+OUSTON DALLAS WASHINOTON,D.C. AUSTIN MOSCOW LONDON MEXICO CITY SINGAPORE • f1PR 19 ' 95 15: 21 FROM VE LLP HOLGTOH Pf1GE . ©02 Auk [CITY OF PEARLAND LEITERHEAD] April 15, 1.995 Mr. Jim Thomassen Assistant Attorney General Public Finance Division Office of the Attorney General 411 West 13th Street Fourth Floor Austin, Texas 78701 Re: $4,130,000 Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995 Dear Mr. Thomassen: Pursuant to Resolution No. R80-13, please be advised that on April 24, 1995, the City Council of the City of Pearland approved the form of the resolution (certified copy enclosed) authorizing the issuance of the captioned bonds and authorized the Mayor to execute the appropriate letter notifying you of such approval. In addition,-this letter will also serve as notification to Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, that to the best of my knowledge and belief, it is in compliance with the City's Resolution No. R80-13 regarding the sale of the raptiutted bonds. Very truly yours, David Smith Mayor Pro Tem FAR All RONIVIA 1R1 PKIVAVAR/aC.r:TR Enclosure r1PR 19 ° 95 15: 21 FROM VE LLP HOUSTON Pf1GE . 003 CERTIFICATION THE STATE OF TEXAS § COUNTY OF RRAZORIA § 1,Tommie Jean Vial, Interim City Secretary of the City of Pearland,Texas, hereby Certify that the attached is a full,true,and correct copy of A Resolution of the City of Pearland,Texas,Approving the Resolution of Brazoria County Municipal Utility District No. 4, of Brazorla County, Texas, Authorizing the Issuance of its Series 1995 Unlimited Tax Refunding Bonds and Waiving Premium Cali Provisions of Redemption Requirements for the Bonds as the same appears of record in my office in the City Hall at Pearland, Brazoria County, Texas; that the same is kept and maintained in the ordinary course of business: and that I am the lawful possessor and custodian of said Resolution. WITNESS MY HAND AND SEAL of office at my office in Pearland.Brazoria County,Texas,this the day of _ , A.D., 1995. TOMMIE JEAN VIAL INTERIM CITY SECRETARY (SEAL) F:v H219102M4 F96Wcm.6c.car f1PR 19 ' 95 15: 22 FROM VE LLP HOUSTON Pf1GE . 0U4 /f. AmN RESOLUTION NO. K. q5-A A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE RESOLUTION OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY. TEXAS.AUTHORIZING THE ISSUANCE OF ITS SERIES 1995 UNUMITED TAX REFUNDING BONDS AND WAIVING PREMIUM CALL PROVISIONS OF REDEMPTION REQUIREMENTS FOR THE BONDS WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (The "District'), is located within the extraterritorial jurisdiction of the City of Pearland, Texas (the "City"); and WHEREAS,by Resolution No.R80-13,dated June 9,1980(the"Creation Resolution"),the City consented to the creation of the District and placed certain conditions on the issuance of bonds by the District, including the approval by the City Council of the District's resolution authorizing the issuance of such bonds (the "Bond Resolution") and the inclusion of a provision in the Bond Resolution that the District reserves the right to redeem its bonds on any interest payment date subsequent to the tenth anniversary of the date of issuance of the bonds at a premium not to exceed two and one-half percent of par value reducing one-half of one percent of par value each year thereafter to par value; and WHEREAS, the District ttas requested that the premium call provisions of the redemption requirements contained In the Creation Resolution be waived; and WHEREAS,the City Council has considered the Bond Resolution prepared in connection with the issuance of the District's proposed Series 1995 Unlimited Tax Refunding Bonds and has found it to be acceptable; and WHEREAS,the City Council has considered the District's request for waiver of the premium call provisions of the redemption requirements contained in the Creation Resolution and has found FA 10MMAREF861PF.NY-AND.RES f1PR 19 ' 95 1 5: 22 FROM LIE LLP HOUSTON Pf1GE . ©OO5 • 4ffitik such request to be valid and well taken; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: 1. All of the matters and facts set forth in the preamble hereof are true and correct. 2. The resolution of the board of directors of Brazoria County Municipal Utility District No. 4, of Brazoria County.Texas, authorizing the issuance of its Unlimited Tax Refunding Bonds, Series 1995, is hereby approved. 3. The District's request that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived as to its Unlimited Tax Refunding Bonds,Series 1995, is hereby approved. 4. The Mayor of the City of Pearland is hereby authorized to execute soon letters or other documents required to be provided to the Attorney General of Texas in connection with the issuance of such bonds by the District. 5. This Resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Pearland and it is accordingly so resolved. PASSED, APPROVED AND ADOPTED this day of April, A. D., 1995. CITY OF PEARLAND, TEXAS By: Mayor Pro Tern ATTEST: Interim City Secretary APPROVED AS TO FORM: City Attorney F411-218941ZMARIfFELIPEARLAND• _ 2 - ** TOTAL PAGE . 005 ** fle 19 ' 95 15: 21 FROM U LLP HOUSTON [CITY OF PEARLAND LETTERHEAD] April 25, 1445 Mr. Jim Thomassen Assistant Attorney General Public Finance Division Office of the Attorney General 411 West 13th Street Fourth Floor Austin, Texas 78701 Re: $4,130,000 Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995 / 1147 Dear Mr. Thornassen: Pursuant to Resolution No. R80-13, please be advised that on April 24, 995, the City Council of the City of Pearland approved the form of the resolution certified copy enclosed) authorizing the issuance of the captioned bonds and authoriz the Mayor to execute the appropriate letter notifying you of such approval. In addition,.this letter will also serve as notification to Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, that to the best of my knowledge and belief, it is in cumpliance with the City's Resolution No. R80-13 regarding the sale of the captioned bonds. Very truly yours, David Smith Mayor Pro Tern PAR 1121R91A7MS PMANUAYOR/AM T TR Enclosure ;R 19 ' 95 15 : 21 FROM VE_ LLP HOUSTON ri iut OoJ Adak CERTIFICATION THE STATE OF TEXAS $ COUNTY OF BRAZORIA § I,Tommie Jean Vial, Interim City Secretary of the City of Pearland,Texas, hereby certify that the attached is a full,true,and correct copy of A Resolution of the City of Pearland,Texas, Approving the Resolution of Brazorla County Municipal Utility District No. 4, of Brazoria County, Texas, Authorizing the Issuance of its Series 1995 Unlimited Tax Refunding Bonds and Waiving Premium Call Provisions of Redemption Requirements for the Bonds as the same appears of record in my office in the City Hall at Pearland, Brazoria County, Texas; that the same is kept and maintained in the ordinary course of business; and that I am the lawful possessor and custodian of said Resolution. WITNESS MY HAND AND SEAL of office at my office in Peariand, Brazoria County,Texas,this the day of , A.D., 1995. TOMMIE JEAN VIAL INTERIM CITY SECRETARY (SEAL) FARN21aaa2M4 EFgslcrry-SEc.caf (1P? 19 ' 95 1 5: '22 FROM VilikLLP HOUSTOM ri iut . uu Asik RESOLUTION NO. le, 6 A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE RESOLUTION OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS. AUTHORIZING THE ISSUANCE OF ITS SERIES 1995 UNUMITED TAX REFUNDING BONDS AND WAIVING PREMIUM CALL PROVISIONS OF REDEMPTION REQUIRFMPNTS FOR THE BONDS WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the "District"), is located within the extraterritorial jurisdiction of the City of Pearland, Texas (the "City); and WHEREAS, by Resolution No.R80-13,dated June 9,1980 (the"Creation Resolution"),the City consented to the creation of the District and placed certain conditions on the issuance of bonds by the District, including the approval by the City Council of the District's resolution authorizing the issuance of such bonds (the "Bond Resolution") and the inclusion of a provision in the Bond Resolution that the District reserves the right to redeem its bonds on any interest payment date subsequent to the tenth anniversary of the date of issuance of the bonds at a premium not to exceed two and one-half percent of par value reducing one-half of one percent of par value each year thereafter to par value; and WHEREAS, the District has requested that the premium call provisions of the redemption requirements contained In the Creation Resolution be waived; and WHEREAS,the City Council has considered the Bond Resolution prepared in connection with the issuance of the District's proposed Series 1995 Unlimited Tax Refunding Bonds and has found it to be acceptable; and WHEREAS, the City Council has considered the District's request for waiver of the premium call provisions of the redemption requirements contained in the Creation Resolution and has found F:`RH21591 BZIA4NREF951PEARLAND.RE8 r i 1 v� LLr rive. i un Pi1G . l7LS �► such request to be valid and well taken; Now, Therefore, BE IT RESOLVED BY THE CrTY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: 1. All of the matters and facts set forth in the preamble hereof are true and correct. 2. The resolution of the board of directors of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, authorizing the issuance of its Unlimited Tax Refunding Bonds. Series 1995, is hereby approved. 3. The Dietrict'e requeet that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived as to its Unlimited Tax Refunding Bonds,Series 1995, is hereby approved. �. The Mayor of the City of Pearland is hereby authorized to execute sucn letters or other documents required to be provided to the Attorney General of Texas in connection with the issuance of such bonds by the District. 5. This Resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Pearland and it is accordingly so resolved. PASSED, APPROVED AND ADOPTED this day of April, A. D., 1995. CITY OF PEARLAND, TEXAS By: Mayor Pro Tern ATTEST: By: -.- -_ .. Interim City Secretary APPROVED AS TO FORM: City Attorney r: 1218fiBZM4WEF95TEARI.ANP.rws - 2 rnr:�i nr rr nnC APR 19 ' 95 14 : 05 FROM VE LLP HOUSTON PAGE . 001 disk Vinson&Elkins ATTORNEYS AT LAW VINSON &ELKINS L.L.P. 1001 FANNIN STREET SUITE 2300 HOUSTON, TEXAS 7T002.8780 TELEPHONE(713) 758-2222 VOICE MAIL(713)758-4300 FAX(713) 755-2345 _.._...._.._.__.....__.__......_.._- CONFIDENTIALITY NOTICE: _..._..._.._______.._.__....._...._..._.._...„..».»� The Information contained In this FAX may be confidential and/or prMleged. This FAX is Intended to be reviewed Inftlally by only the lndivklual named below. If the reader of this TRANSMITTAL { PAGE Is not the Intended recipient or a representative of the Intended recipient,you are hereby notified that any review,dissemination or copying of this FAX or the information contained herein I t Is prohibited. If you have received this FAX in error, please Immediately notify OW sender by I telephone and return this FAX to the sender at the above address. Thank you. CENTRAL FACSIMILE TRANSMITTAL PAGE DATE: April 19, 1995 RECIPIENT'S CONFIRMATION a: 485-2411 TO: T.J. COMPANY: City Hall PAGES: 4 td+olucang this tlsrwn ttar pp) FROM: Sheri Bullard =_ -'s PHONE a: (713) 758-2758 MESSP E: We are sending from a machine that is Group I,II, III compatible, Please check transmissr• after the last page. If this FAX transmission is illegible or you do not receive all pages, please call the sender at the numbe listed above. If you wish to respond,use FAX 0: (713) 758-2346. OPERATOR: CIPIENTS FAX#: 485-8764 HARD COPY FOLLOWS: YES NO Form vE,38-Rat 01.27.55 HOUSTON DALLAS WASHiNOTON,D.C. AUSTIN MOSCOW LONDON MEXICO CITY SINOAPORE } APR 19 ' 95 14: 05 FROM UE LLP HOUSTON PAGE . 002 [CITY OF PEARLAND LETTERHEAD] April 25, 1995 Mr. Jim Thomassen Assistant Attorney General Public Finance Division Office of the Attorney General 411 West 13th Street Fourth Floor Austin, Texas 78701 Re: $4,130,000 Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995 Dear Mr. Thomassen: Pursuant to Resolution No. R80-13, please be advised that on April 24, 1995, the City Council of the City of Pearland approved the form of the resolution (certified copy enclosed) authorizing the issuance of the captioned bonds and authorized the Mayor to execute the appropriate letter notifying you of such approval. In addition, this letter will also serve as notification to Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, that to the best of my knowledge and belief, it is in compliance with the City's Resolution No. R80-13 regarding the sale of the captioned bonds. Very truly yours, C. V. Coppinger Mayor F:1R11218S BZMAREF951MAYOR2AG1TR Enclosure APR 19 ' 95 14: 06 FROM VE LLP HOUSTON PAGE . 003 ANL CERTIFICATION THE STATE OF TEXAS § COUNTY OF BRAZORIA § I,Pat Jones,City Secretary of the City of Pearland,Texas, hereby certify that the attached is a full,true,and correct copy of A Resolution of the City of Peariand,Texas,Approving the Resolution of Brazoria County Municipal Utility District No.4,of Brazoria County,Texas,Authorizing the Issuance of its Series 1995 Unlimited Tax Refunding Bonds and Waiving Premium Call Provisions of Redemption Requirements for the Bonds as the same appears of record in my office in the City Hall at Pearland,Brazoria County,Texas;that the same is kept and maintained in the ordinary course of business; and that I am the lawful possessor and custodian of said Resolution. WITNESS MY HAND AND SEAL of office at my office in Pearland,Brazoria County,Texas,this the day of ,A.D., 1995. PAT JONES CITY SECRETARY (SEAL) APR 19 ' 95 14: 05 FROM UE LL.P HOUSTON PAGE . 004 /Pi. RESOLUTION NO. �_'(l11 A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE RESOLUTION OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY,TEXAS,AUTHORIZING THE ISSUANCE OF ITS SERIES 1995 UNLIMITED TAX REFUNDING BONDS AND WAIVING PREMIUM CALL PROVISIONS OF REDEMPTION REQUIREMENTS FOR THE BONDS WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the 'District"), is located within the extraterritorial jurisdiction of the City of Pearland,Texas (the"City"); and WHEREAS,by Resolution No.R80-13,dated June 9,1980(the"Creation Resolution"),the City consented to the creation of the District and placed certain conditions on the issuance of bonds by the District, including the approval by the City Council of the District's resolution authorizing the Issuance of such bonds (the "Bond Resolution') and the inclusion of a provision in the Bond Resolution that the District reserves the right to redeem Its bonds on any interest payment date subsequent to the tenth anniversary of the date of issuance of the bonds at a premium not to exceed two and one-half percent of par value reducing one-half of one percent of par value each year thereafter to par value; and WHEREAS, the District has requested that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived; and WHEREAS,the City Council has considered the Bond Resolution prepared In connection with the issuance of the District's proposed Series 1995 Unlimited Tax Refunding Bonds and has found it to be acceptable;and WHEREAS,the City Council has considered the District's request for waiver of the premium call provisions of the redemption requirements contained in the Creation Resolution and has found F W Mittem,BfkwAsFRRPtAALAkO.AE8 APR 19 ' 95 14: 07 FROM UE LLP HOUSTON PAGE . 005 such request to be valid and well taken; Now,Therefore, BE 1T RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,TEXAS,THAT: 1. All of the matters and facts set forth in the preamble hereof are true and correct. 2. The resolution of the board of directors of Brazorla County Municipal Utility District No. 4,of Brazoria County,Texas, authorizing the issuance of its Unlimited Tax Refunding Bonds,Series 1995, is hereby approved. 3. The District's request that the premium call provisions of the redemption requirements contained in the Creation Resolution be waived as to its Unlimited Tax Refunding Bonds,Series 1995, is hereby approved. 4. The Mayor of the City of Pearland is hereby authorized to execute such letters or other documents required to be provided to the Attorney General of Texas in connection with the issuance of such bonds by the District. 5. This Resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Pearland and it is accordingly so resolved. PASSED, APPROVED AND ADOPTED this day of April, A. D., 1995. CITY OF PEARLAND,TEXAS By: Mayor ATTEST: By: City Secretary APPROVED AS TO FORM: City Attorney 11-01eABZMARa=961PEAa:arioxEs -2 - ** TOTAL PAGE . 005 ** RESOLUTION AUTHORIZING THE ISSUANCE OF $4,155,000 BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING BONDS AND THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE PURCHASE OF CERTAIN ESCROWED SECURITIES; AND CONTAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS § COUNTY OF BRAZORIA § WHEREAS, Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas (the "District"), has heretofore issued its Unlimited Tax Refunding Bonds, Series 1989 (collectively, the "Outstanding Bonds"); and WHEREAS, the District desires to refund a certain portion of the Outstanding Bonds (the "Refunded Bonds"), in advance of their maturities; and WHEREAS, the bonds hereinafter authorized were duly and favorably voted at a special bond election held in the District on September 26, 1987; and WHEREAS,Article 717k,Texas Revised Civil Statutes,as amended,provides that the District is authorized to issue refunding bonds for the purpose of refunding the Refunded Bonds in advance of their maturities, and to accomplish such refunding by depositing directly with a paying agent for the Refunded Bonds the proceeds of such refunding bonds, together with other available funds, in an amount adequate to provide for the payment or redemption of the Refunded Bonds, and that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS,the District desires to enter into an escrow agreement(the"Escrow Agreement") with NationsBank of Texas, National Association (the"Escrow Agent"), as authorized by Article 717k, Texas Revised Civil Statutes, pursuant to which proceeds of the refunding bonds herein authorized, together with other available funds, will be deposited, invested and applied in a manner adequate to provide for the full and timely payment of all interest on and principal of the Refunded Bonds; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the creation of the escrow referred to above, the Refunded Bonds shall no longer be regarded as being outstanding, except for the purpose of being paid pursuant to such Escrow Agreement, and the pledges, liens, trusts and all other covenants, provisions, terms and conditions of the resolution authorizing the issuance of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and defeased; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4, OF BRAZORIA COUNTY, TEXAS, THAT: 1. Definitions. Throughout this Resolution the following terms and expressions as used herein shall have the meanings set forth below: "Act" means Chapter 54, Texas Water Code, as amended. "Board" means the Board of Directors of the District. F:\RH2189\BZM4\REF95\AUTHRE S "Bond" or "Bonds" means the Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995, authorized in this Resolution, unless the context clearly indicates otherwise. "Business Day" means any day which is not a Saturday, Sunday, or a day on which the Registrar is authorized by law or executive order to remain closed. "City" means the City of Pearland, Texas, and any other municipal corporation succeeding to the powers, rights, privileges and functions of the City and, when appropriate, the City Council of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Debt Service Fund" means the interest and sinking fund referred to in this Resolution. "District" means Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas. "Interest Payment Date," when used in connection with any Bond, means September 1, 1995, and each March 1 and September 1 thereafter until maturity or prior redemption of such Bond. "Owner" means any person who shall be the registered owner of any outstanding Bond. "Paying Agent" means the Registrar. "Person" or "persons" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Record Date" means,for any Interest Payment Date,the fifteenth calendar day of the month next preceding each Interest Payment Date. "Refunded Bonds" means that portion of the District's Unlimited Tax Refunding Bonds, Series 1989, maturing on September 1 in the years 2002 through 2011, both inclusive, in the aggregate principal amount of $3,560,000. "Register" means the books of registration kept by the Registrar in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to, each Owner. "Registrar" means NationsBank of Texas, National Association, and its successors in that capacity. "Resolution" as used herein and in the Bonds means this resolution authorizing the Bonds. "Underwriter" means Rauscher Pierce Refsnes, Inc. 2. Authorization; Consideration. The Bonds shall be issued in fully registered form, without coupons, in the total authorized aggregate principal amount of FOUR MILLION ONE HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($4,155,000) and issued for the purpose of refunding the Refunded Bonds and paying the costs of issuance of the Bonds. F:\RH21B9\BZM4\REF95\AUTHRES - 2 - It is hereby found and determined that such refunding will benefit the District by reducing the debt service payable by the District and providing a present value savings, and that such benefits are sufficient consideration for the refunding of the Refunded Bonds. 3. Designation, Date, And Interest Payment Dates. The Bonds shall be designated as the "BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BONDS, SERIES 1995" and shall be dated June 1, 1995. The Bonds shall bear interest at the rates set forth herein from the later of June 1, 1995, or the most recent Interest Payment Date to which such interest has been paid or duly provided for, calculated on the basis of a 360-day year of twelve 30-day months, payable on September 1, 1995, and semiannually thereafter on March 1 and September 1 of each year until maturity or prior redemption. 4. Initial Bonds; Numbers and Denominations; Maturities, Amounts,and Interest Rates. The Bonds shall be initially 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 Resolution. The Bonds shall mature on September 1 in each of the years and in the amounts set out in such schedule. Bonds delivered in transfer of or in exchange for other Bonds shall be numbered in order of their authentication 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 Bond or Bonds in lieu of which they are delivered. THE BONDS Bond Maturity Principal Interest Number (September 1) Amount Rate R-1 1996 $ 40,000 5.00 R-2 1997 45,000 5.20 R-3 1998 45,000 5.40 R-4 1999 45,000 5.50 R-5 2000 50,000 5.60 R-6 2001 55,000 5.70 R-7 2002 295,000 5.80 R-8 2003 315,000 5.85 R-9 2004 330,000 5.90 R-10 2005 350,000 6.00 R-11 2006 370,000 6.00 R-12 2007 390,000 6.10 R-13 2008 415,000 6.20 R-14 2011 1,410,000 6.40 5. Optional and Mandatory Redemption. The Bonds are subject to optional and mandatory redemption at the dates and for the redemption prices set forth in the form of Bond in this Resolution. Principal amounts may be redeemed only in integral multiples of$5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for redemption, the Registrar shall treat each Bond as representing that number of Bonds of $5,000 denomination which is obtained by dividing the principal amount of such Bond by $5,000. The Registrar shall select the F:\RH2189\8ZM4\REF95\AUTHRES - 3 - . ,r particular Bonds to be redeemed within any given maturity by lot or other random selection method. Upon surrender of any Bond for redemption in part, the Registrar shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall be given by the Registrar at least 30 days prior to the date fixed for redemption by sending written notice by first class mail, postage prepaid, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Register. Such notices shall state the redemption date, the redemption price, the place at which Bonds are to be surrendered for payment and, if fewer than all Bonds outstanding are to be redeemed within any one maturity, the numbers of the Bonds or portions thereof to be redeemed. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, 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 portions of the Bonds to be redeemed, as of the date fixed for redemption. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment 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 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. 6. Execution of Bonds; Seal. The Bonds shall be signed by the President of the Board and countersigned by the Secretary of the Board, by their manual, lithographed, or facsimile signatures, and the official seal of the District shall be impressed or placed in facsimile thereon. Any facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and any facsimile seal on the Bonds shall have the same effect as if the official seal of the District had been manually impressed upon each of the Bonds. If any officer of the District whose manual, lithographed or facsimile signature shall appear on the Bonds shall cease to be such officer before the authentication of such Bonds or before the delivery of such Bonds, such manual, lithographed or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. 7. Approval by Attorney General; Registration by Comptroller. The Bonds to be initially issued shall be delivered to the Attorney General 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 this Resolution shall be affixed or attached to the Bonds to be initially issued. 8. Authentication. Except for the Bonds to be initially issued, which need not be authenticated by the Registrar, only such Bonds as shall bear thereon a certificate of authentication, substantially in the form provided in this Resolution, manually executed by an authorized representative of the Registrar, shall be entitled to the benefits of this Resolution or shall be valid or obligatory for any purpose. Such duly executed certificate of authentication shall be conclusive evidence that the Bond so authenticated was delivered by the Registrar hereunder. 9. Payment of Principal and Interest. The Registrar is hereby appointed as the Paying Agent for the Bonds. The principal of and interest on the Bonds 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. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds as they respectively become F:\RH2189\BZM4\REF95\AUTHRES - 4 due and payable, whether at maturity or by prior redemption, at the principal corporate trust office of the Registrar. Interest on the Bonds is payable (i) by check or draft dated as of the Interest Payment Date, mailed by the Registrar to the Owner as of the Record Date, first class, postage prepaid, to the address of such Owner as shown in the Register; or (ii) by such other customary banking arrangements as may be agreed upon by the Registrar and the Owner, at the risk and expense of the Owner. Any accrued interest payable at maturity on a Bond shall be paid upon presentation and surrender of such Bond at the principal corporate trust office of the Registrar. If the date for payment of the principal of or interest on any Bonds is not a Business Day, then the date for such payment shall be the next succeeding Business Day, with the same force and effect as if made on the date such payment was originally due. 10. Successor Registrars. The District covenants that at all times while any Bonds are outstanding it will provide a legally qualified bank or trust company organized under the laws of the United States of America or any state, and subject to supervision or examination by federal or state authority to act as Registrar for the Bonds. The District reserves the right to change the Registrar for the Bonds on not less than 60 days written notice to the Registrar, so long as any such notice is effective not less than 60 days prior to the next succeeding date for payment of the principal of or interest on the Bonds. Promptly upon the appointment of any successor Registrar, the previous Registrar shall deliver the Bond Register or copies thereof to the new Registrar, and the new Registrar shall notify each Owner, by first class mail, postage prepaid, of such change and of the address of the new Registrar. Each Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of this Section. 11. Special Record Date. If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for 30 days thereafter, 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 funds to make such interest payment are received from or on behalf of the District. Such Special Record Date shall be 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 first class mail, postage prepaid, not later than 5 days prior to the Special Record Date, to each Owner of record of an affected Bond as of the close of business on the day prior to the mailing of such notice. 12. Ownership; Unclaimed Principal and Interest. Subject to the further provisions of this Section,the District, the Registrar and any other person may treat the person in whose name any Bond is registered as the absolute Owner of such Bond for the purpose of making and receiving payment of the principal of or interest on such Bond, and for all other purposes, whether or not such Bond is overdue,and neither the District 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 Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the District and the Registrar upon such Bond to the extent of the sums paid. Amounts held by the Registrar which represent principal of and interest on the Bonds remaining unclaimed by the Owner after the expiration of 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 Property Code, as amended. F:\RH2189\BZM4\REF95\AUTHRES - 5 - 40. 13. Registration, Transfer, and Exchange. So long as any Bonds remain 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 Bonds in accordance with the terms of this Resolution. Each Bond shall be transferable only upon the presentation and surrender thereof at the principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any Bond in proper form for transfer, the Registrar shall authenticate and deliver in exchange therefor, within three Business Days after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate or rates as the Bond or Bonds so presented. All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination in an aggregate amount equal to the principal amount of the Bond or Bonds presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this Section. Each Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The District or the Registrar may require the Owner of any Bond to pay a sum adequate td cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the District. Neither the District nor the Registrar shall be required to transfer or exchange any Bond during the period beginning at the opening of business on a Record Date and ending at the close of business on the next succeeding Interest Payment Date or to transfer or exchange any Bonds selected for redemption in whole or in part within 30 calendar days prior to the redemption date. 14. Mutilated, Lost, or Stolen Bonds. Upon the presentation and surrender to the Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement Bond of like maturity,interest rate and principal amount, bearing a number not contemporaneously outstanding. The District or the Registrar may require the Owner of a mutilated Bond to pay a sum adequate to cover any tax or other governmental charge that may be imposed in connection therewith, including the fees and expenses of the Registrar. The District or the Registrar may require the Owner of a lost, apparently destroyed or wrongfully taken Bond, before any replacement Bond is issued, to:. (1) furnish to the District and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Bond; (2) furnish such security or indemnity as may be required by the Registrar and the District to hold them harmless; F\RH2189\BZM4\REF95WUTHRES - 6 - 41116, (3) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Registrar and the Attorney General of Texas, and any tax or other governmental charge that may be imposed; and (4) meet any other reasonable requirements of the District and the Registrar. If, after the delivery of a replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District and the Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the District or the Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the District in its discretion may, instead of issuing a replacement Bond, authorize the Registrar to pay such Bond. Each replacement Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. 15. Cancellation of Bonds. All Bonds paid in accordance with this Resolution, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment. The Registrar shall furnish the District with appropriate certificates of destruction of such Bonds. 16. Forms. The form of the Bonds, including 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 Bonds 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 Resolution: - 7 F:\RH2189\BZM4\REF95WUTHRES FACE OF BOND United States of America State of Texas County of Brazoria REGISTERED REGISTERED NUMBER AMOUNT R-_ $ BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 4 UNLIMITED TAX REFUNDING BOND SERIES 1995 INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: June 1, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO.4, OF BRAZORIA COUNTY,TEXAS (the "District") promises to pay to the Registered Owner identified above, or registered assigns, on the maturity date specified above, upon presentation and surrender of this Bond at the corporate trust office of the registrar (the "Registrar"), initially NationsBank of Texas, National Association, the principal amount identified above, and to pay interest thereon at the rate shown above, calculated on the basis of a 360-day year of twelve 30-day months, from the later of June 1, 1995, or the most recent interest payment date to which interest has been paid or duly provided for. Principal of and interest on this Bond are payable 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. Interest on this Bond is payable (i) by check or draft dated as of the interest payment date mailed by the Registrar to the Registered Owner, first class, postage prepaid, to the address of such Registered Owner as shown in the register of the Registrar as of the fifteenth day of the month next preceding each interest payment date, or (ii) by such other customary banking arrangements as may be agreed upon by the Registrar and the Registered Owner (at the risk and expense of such Registered Owner), on each March 1 and September 1 until the earlier of maturity or prior redemption, beginning September 1, 1995. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President of the Board of Directors of the District and countersigned with the manual or F'RH2189\8ZMa`REF95WUTHRES - 8 - facsimile signature of the Secretary of the Board of Directors of the District, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. (REGISTRATION OR (SEAL) BRAZORIA COUNTY MUNICIPAL UTILITY AUTHENTICATION DISTRICT NO. 4, OF BRAZORIA COUNTY, CERTIFICATE) TEXAS President, Board of Directors Secretary, Board of Directors (BACK PANEL OF BONDS) THIS BOND is one of a duly authorized issue of bonds, aggregating $4,155,000 (the "Bonds"), issued for the purpose of refunding a portion of the District's outstanding bonds by authority of an election held within the District on September 26, 1987, and pursuant to a resolution adopted by the Board of Directors of the District on May 4, 1995 (the "Resolution'). The Bonds pay interest semiannually until maturity or earlier redemption. THIS BOND, and the other Bonds of the series of which it is a part, are payable from the proceeds of an annual ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Resolution for a complete description of the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the Registered Owners of the Bonds, the District and the Registrar; and the terms upon which the Bonds are, and are to be, registered and delivered. THE DISTRICT RESERVES THE RIGHT, at its option, to redeem the Bonds maturing on or after September 1, 2005, prior to their scheduled maturities, in whole or in part from time to time, in integral multiples of $5,000, on September 1, 2004, or on any date thereafter, at a price of par plus accrued interest to the date of redemption on the principal amounts called for redemption. Reference is made to the Resolution for complete details concerning the manner of redeeming the Bonds. THE BONDS ISSUED AS TERM BONDS maturing September 1, 2011 ('Term Bonds") are subject to mandatory redemption prior to maturity in the following amounts (subject to reduction as hereinafter provided), on the following dates ("Mandatory Redemption Dates'), at a price equal to the principal amount redeemed plus accrued interest to the Mandatory Redemption Date, subject to the conditions set forth below: Mandatory Redemption Date (September 1) Amount 2009 $440,000 2010 470,000 2011 500,000 F:\RH218993ZM4\REF95\AUTHRES " 9 - ON OR BEFORE 30 days prior to each Mandatory Redemption Date set forth above, the Registrar shall give notice of such redemption as provided in the Resolution. The principal amount of any Term Bond to be mandatorily redeemed on such Mandatory Redemption Date shall be reduced by the principal amount of such Term Bond which, by the 45th day prior to such Mandatory Redemption Date, either has been purchased in the open market and delivered or tendered for cancellation by or on behalf of the District to the Registrar or optionally redeemed and which, in either case, have not previously been made the basis for a reduction under this sentence. NOTICE OF ANY REDEMPTION shall be given at least 30 days prior to the date fixed for redemption by first class mail, addressed to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. PRINCIPAL MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for redemption, the Registrar shall treat each Bond as representing that number of Bonds of $5,000 denomination which is obtained by dividing the principal amount of such Bond by $5,000. The Registrar shall select the particular Bonds to be redeemed within a given maturity by lot or other random method. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with the provisions of the Resolution, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. THIS BOND IS TRANSFERABLE only upon presentation and surrender 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 representative, subject to the terms and conditions of the Resolution. THIS BOND IS EXCHANGEABLE at the principal corporate trust office of the Registrar for bonds in the denomination of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Resolution. NEITHER THE DISTRICT nor the Registrar shall be required to transfer or exchange any Bond during the period beginning on a Record Date (the fifteenth day of the month next preceding any Interest Payment Date) and ending on the next succeeding interest payment date or to transfer or exchange any Bond called for redemption during the 30-day period prior to the date fixed for redemption. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Resolution. FARH2189\13ZM4\REF95\AUTHRES - 10 THE DISTRICT has covenanted in the Resolution that it will at all times provide a legally qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed first class, postage prepaid, to each Registered Owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, 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 Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes adequate to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. Form of Registration Certificate of Comptroller of Public Accounts COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this m000000 x Comptroller of Public Accounts (SEAL) of the State of Texas Form of Registrar's Authentication Certificate AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been delivered pursuant to the Bond Resolution described in the text of this Bond, in exchange for or in replacement of a bond, bonds or a portion of a bond or bonds of a series that was originally approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts of the State of Texas. NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION By: Authorized Signature Date of Authentication: F:1RH2789\BZM4\REF95\AUTHRES - 11 Form of Assignment ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: Registered Owner NOTICE: The signature above must NOTICE: Signature(s) must be guaranteed correspond to the name of the Registered by an institution which is a participant in the Owner as shown on the face of this Bond in Securities Transfer Agent Medallion Program every particular, without any alteration, ("STAMP") or similar program. enlargement or change whatsoever. 17. Legal Opinion; CUSIP. The approving opinion of Vinson & Elkins L.L.P., Houston, Texas, and CUSIP numbers may be printed on the Bonds, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds. 18. Debt Service Fund; Tax Levy. The Debt Service Fund is hereby confirmed and the proceeds from all taxes levied, assessed and collected for and on account of the Bonds authorized by this Resolution shall be deposited, as collected, in such fund. While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner, and at the same time as other District taxes are assessed, levied and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax, without legal limit as to rate, upon all taxable property in the District, adequate to pay the interest on the Bonds as the same becomes due and to pay each installment of the principal of the Bonds as the same matures, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the payment of the interest on and principal of the Bonds and to no other purpose. To pay the interest coming due on the Bonds on September 1, 1995, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount adequate to pay such interest, and such amount shall be used for no other purpose. 19. Further Proceedings. After the Bonds to be initially issued shall have been executed, it shall be the duty of the President of the Board and other appropriate officials and agents of the District to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of Texas, for examination and approval by the Attorney General. After the Bonds F:\RH2189\BZM4\REF95WUTHRES - 12 - to be initially issued shall have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Bonds to be initially issued, the Comptroller of Public Accounts (or the Comptroller's bond clerk or an assistant bond clerk lawfully designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 20. Sale; Bond Purchase Agreement. The sale and delivery of the Bonds to the Underwriter at a price of $3,985,260.05 plus accrued interest to the date of delivery on the Bonds, in accordance with the terms of a bond purchase agreement presented to and approved by the Board, which price and terms are hereby found and determined to be the most advantageous and reasonably obtainable by the District, is hereby authorized, approved, ratified and confirmed, subject to the approving opinion as to the legality of the Bonds of the Attorney General of Texas and of Vinson & Elkins L.L.P., Houston, Texas, Bond Counsel. The President of the Board and other appropriate officials and agents of the District are hereby authorized and directed to execute such bond purchase agreement on behalf of the District, and the President of the Board and other appropriate officials and agents of the District are hereby authorized to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds. 21. Investments. Moneys deposited into the Debt Service Fund and any other funds or funds that the District may lawfully create may be invested or reinvested in authorized investments. All investments and any profits realized from or interest accruing on such investments shall belong to the fund from which the moneys for such investments were taken; provided, however, that in the discretion of the Board the profits realized from and interest accruing on investments made from any fund may be transferred to the Debt Service Fund. 22. Defeasance and Refunding. The District reserves the right to defease or refund the Bonds in any manner provided by law. 23. Remedies in Event of Default. In addition to all of the rights and remedies provided by laws of the State of Texas, the District further covenants and agrees that in the event of default in payment of principal or interest on any of the Bonds when due, or, in the event it fails to make the payments required to be made into the Debt Service Fund or any other fund or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Resolution, the Owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and other appropriate officials and agents thereof to observe and perform the covenants, obligations or conditions prescribed in this Resolution. Any delay or omission to exercise any right or power occurring upon any default shall not impair any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. 24. General Tax Covenant. The District intends that the interest on the Bonds shall be excludable from gross income for purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Code and applicable regulations. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation. In particular, the District covenants and agrees to comply with each requirement of this Section; provided, however, that the District shall not be required to comply with any particular requirement of this F:\RH2189‘8ZM4\REF95\AUTHRES - 13 - Section if the District has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if the District has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section 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. 25. Use of Proceeds. The District covenants and agrees that its use of the Net Proceeds of the Bonds and the Refunded Bonds will at all times satisfy the following requirements: (a) The District will use all of the Net Proceeds of the Bonds to acquire Escrowed Securities (as defined in the Escrow Agreement) adequate to pay the principal of or interest on the Refunded Bonds and to pay the costs of issuing the Bonds except for amounts, if any, described in the Report (as defined in the Escrow Agreement) as the rounding amount and the ending cash balance in the Escrow Fund (as defined in the Escrow Agreement). The District has limited and will limit to an amount not exceeding ten percent of the Net Proceeds of the Refunded Bonds, the amount of principal of, or interest on, such Bonds the payment of which is (under the terms of such Bonds or any underlying arrangement) directly or indirectly (i) secured by an interest in property, or payments in respect of property, used (other than use as a member of the general public) in the trade or business of any person other than a governmental unit ("private business use"), or (ii) to be derived from payments (whether or not to the District) in respect of property, or borrowed money, used or to be used for a private business use. For purposes of this Section, the term "person" includes any individual, corporation, partnership, unincorporated association, or any other entity capable of carrying on a trade or business; 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 governmental unit. Any use of proceeds of the Refunded Bonds in any manner contrary to the guidelines set forth in Revenue Procedure 93-19, including any revisions or amendments thereto, shall constitute the use of such proceeds in the trade or business of one who is not a governmental unit; (b) The District has limited and will limit to an amount not exceeding five percent of the Net Proceeds of the Refunded Bonds, the amount of principal of, or interest on, such Bonds which is (i) secured by any interest in property or payments in respect of property used in any private business use or (ii) to be derived from payments in respect of property or borrowed money, used or to be used for a private business use, to the extent such use is unrelated to the governmental purpose of the Refunded Bonds; and (c) The District has not permitted and will not permit an amount of proceeds of the Refunded Bonds exceeding the lesser of (i) $5,000,000 or (ii) five percent of the net proceeds of the Refunded Bonds to be used, directly or indirectly, to finance loans to persons other than governmental units. When used in this Section,the term Net Proceeds of the Bonds and the Refunded Bonds shall mean the proceeds from the sale of the Bonds and the Refunded Bonds, respectively, including investment earnings on the proceeds of such issue, less accrued interest with respect to such issue. F:\RH2189\BZM4\REF95\AUTHRES - 14 - 26. No Federal Guaranty. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control,that, if taken or omitted,respectively,would cause the Bonds 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. 27. Bonds Are Not Hedge Bonds. The District covenants and agrees that not more than 50 percent of the proceeds of the Refunded Bonds was invested in nonpurpose investments (as defined in section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more within the meaning of section 149(g)(3)(A)(ii) of the Code, and the District reasonably expected at the time such issue of the Refunded Bonds was issued that at least 85 percent of the spendable proceeds of each such issue would be used to carry out the governmental purposes of such issues within the corresponding three-year period beginning on the respective dates of issue of such Refunded Bonds. 28. No-Arbitrage Covenant. The District shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the District will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds"within the meaning of section 148(a) of the Code and applicable regulations thereunder. Moreover, the District covenants and agrees that it will make such use of the proceeds of the Bonds including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be 'arbitrage bonds" within the meaning of section 148(a) of the Code and applicable regulations thereunder. 29. Arbitrage Rebate. The District will take all necessary steps to comply with the requirement that certain amounts earned by the District on the investment of the "gross proceeds" of the Bonds (within the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the District allocable to other bond issues of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate at such times as are required by applicable regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be permitted under applicable regulations, all amounts required to be rebated to the federal government. Further, the District will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a 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. 30. Information Reporting. The District 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 Bonds are issued, an information statement concerning the Bonds, all under and in accordance with section 149(e) of the Code and applicable regulations thereunder. F:\RH21B9WM4\REF95\AUTHRES - 15 aft 31. Continuing Obligation. Notwithstanding any other provision of this Resolution, the District's obligations under the covenants and provisions of Sections 24 through 29 shall survive the defeasance and discharge of the Bonds. 32. Qualified Tax-Exempt Obligations. The District hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of section 265(b) of the Code. In connection therewith, the District represents (a) that the aggregate amount of tax-exempt obligations issued by the District during calendar year 1995, including the Bonds,which have been designated as"qualified tax-exempt obligations" under section 265(b)(3) of the Code does not exceed $10,000,000, and (b) that the reasonably anticipated amount of tax-exempt obligations which will be issued by the District during calendar year 1995, including the Bonds, will not exceed $10,000,000. For purposes of this Section,the term "tax-exempt obligation"does not include"private activity bonds"within the meaning of section 141 of the Code, other than "qualified 501(c)(3) bonds"within the meaning of section 145 of the Code. In addition, for purposes of this Section the District includes all governmental units which are aggregated with the District under section 265(b) of the Code. 33. Official Statement. The Board hereby ratifies,authorizes and approves,in connection with the sale of the Bonds,the preparation and distribution of the Preliminary Official Statement dated April 25, 1995, and a final Official Statement substantially in the same form containing such additional information and amendments as may be necessary to conform to the terms of the Bonds, this Resolution, and the bond purchase agreement for the Bonds. The President of the Board and other appropriate officials and agents of the District are hereby authorized to sign such Official Statement and/or to deliver certificates pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. 34. Application of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the District, be applied as follows: (a) Accrued interest shall be deposited into the Debt Service Fund. (b) The balance of the proceeds from the sale of the Bonds, together with other available funds, shall be applied (i) to establish an escrow fund to refund the Refunded Bonds, as more fully provided below, and (ii) to the extent not otherwise provided for, to pay all expenses arising in connection with the issuance of the Bonds, the establishment of such escrow fund and the refunding of the Refunded Bonds. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Debt Service Fund confirmed by the District pursuant to this Resolution. 35. Redemption of Refunded Bonds. The District hereby irrevocably calls the Refunded Bonds for redemption prior to their scheduled maturities for a redemption price equal of 102.5%plus accrued interest to the redemption date. Scheduled Maturity Principal (September 1) Series To Be Redeemed Redemption Date 2002-2011 1989 $3,560,000 September 1, 1998 • F:\RH2189\BZM4VIEF95\AUTHRES - 16 ar,. The District authorizes all notices required to be given pursuant to the resolution authorizing the Refunded Bonds to be given as provided therein. 36. Escrow Agreement. The discharge and defeasance of the Refunded Bonds shall be carried out pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the District and NationsBank of Texas, National Association,as Escrow Agent,the terms and provisions of which are hereby approved, subject to such insertions, additions and modifications as shall be necessary (a) to carry out the program designed for the District by the Underwriter and which shall be certified as to mathematical accuracy by KPMG Peat Marwick L.L.P., whose report shall be attached to the Escrow Agreement, (b) to maximize the District's present value savings and/or to minimize the District's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Bonds and (d) to carry out the other intents and purposes of this Resolution, and the President of the Board or another designated official of the Board is hereby authorized to execute and deliver such Escrow Agreement on behalf of the District in multiple counterparts and the Secretary of the Board or another designated official of the Board is hereby authorized to attest thereto and affix the District's seal. 37. Purchase of United States Treasury Obligations. To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement, the President of the Board or another designated official of the Board is hereby authorized to agree to purchase, and purchase direct obligations of the United States of America, in such amounts and maturities and bearing interest at such rates as may be provided for in the Escrow Agreement, and to execute any and all purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved. 38. Transfer of Money from Debt Service Fund. On the date of delivery of the Bonds, there shall be transferred from the District's existing Debt Service Fund the sum of $80,000 to purchase direct obligations of the United States of America and/or provide cash for deposit with the Escrow Agent, pursuant to the Escrow Agreement. 39. Related Matters. To satisfy in a timely manner all of the District's obligations under this Resolution, the bond purchase agreement with the Underwriter, and the Escrow Agreement,the President and Secretary of the Board and all other appropriate officers and agents of the District are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Bonds, including,without limitation,executing and delivering on behalf of the District all certificates, consents, receipts, requests, and other documents as may be reasonably necessary to satisfy the District's obligations under the Escrow Agreement, the bond purchase agreement, and this Resolution and to direct the transfer and application of funds of the District consistent with the provisions of such Escrow Agreement and this Resolution. 40. Registrar. The form of agreement setting forth the duties of the Registrar is hereby approved, and the President of the Board and other appropriate officials and agents of the District are hereby authorized to execute such agreement for and on behalf of the District. 41. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Resolution, against any official or employee of the District or any person executing any Bonds. 42. District's Successors and Assigns. Whenever in this Resolution the District is named and referred to, it shall be deemed to include its successors and assigns, and all covenants and F:\RH2189\BZM4\REF9SAUTHRES - 17 . w agreements in this Resolution by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of its successors and assigns whether or not so expressed. 43. Benefits of Resolution Provisions. Nothing in this Resolution or in the Bonds, expressed or implied, shall give or be construed to give any person, other than the District, the Registrar and the Owners, any legal or equitable right or claim under or in respect of this Resolution, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions contained in this Resolution or in the Bonds being for the sole benefit of the District, the Registrar and the Owners. 44. Severability Clause. If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Resolution to any other persons or circumstances shall not be affected thereby. 45. Open Meeting. It is hereby officially found and determined that the meeting at which this Resolution 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, Texas Government Code, and Section 54.109, Texas Water Code. F:\RH2189\BZM4\REF9SAUTHRES - 18 - i PASSED AND APPROVED this 4th of May, 1995. President, Board o ectors Brazoria County Muni 'pal Utility District No.4, of Brazoria County, Texas ATTEST: (tetAlt 1 ��1 W71' Secretary, Board of Di ectors Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas / As2 .,��R1A Co�Tj���� :nz ,;0 • •' i� D'. '•. t EXP' •'.'-' Orp ..•,� t- F:RH2189\BZM4REF95WUTHRES - 19 adallw °� P A�� C o� p©©ffihand U IIIP v \ * 3519 liberty Drive • Pearland, Texas 77581-5416 rEXPs (713) 485-2411 • Fax (713) 485-8764 April 27, 1995 Vinson & Elkins Attorneys at Law 1001 Fannin Street, Suite 2300 Houston, Texas 77002-6760 Attn: Ms. Linda Sotirake, Legal Assistant Re: $4, 130,000 Brazoria County Municipal Utility District No. 4 Unlimited Tax Refunding Bonds, Series 1995 Dear Ms. Sotirake: In accordance with our telephone conversation, I am enclosing the following documents: 1) Two (2) originals of a letter dated April 25, 1995 from the City of Pearland to the Assistant Attorney General; 2) Two (2) certified copies of City of Pearland's Resolution No. R95-27, with attachment, which was approved at our April 24, 1995 Council Meeting. Please return one executed original of Brazoria County Municipal Utility District No. 4's resolution for our records. If you need any further information, please do not hesitate to call. Very truly yours, ( }/7 ommie Jean Vi Interim City dcretary TJV/ Pnnted on Recycled Paper CERTIFICATION THE STATE OF TEXAS § COUNTY OF BRAZORIA § I, Tommie Jean Vial, Interim City Secretary of the City of Pearland, Texas, hereby certify that the attached is a full, true, and correct copy of A Resolution of the City of Pearland, Texas,Approving the Resolution of Brazoria County Municipal Utility District No. 4, of Brazoria County, Texas, Authorizing the Issuance of its Series 1995 Unlimited Tax Refunding Bonds and Waiving Premium Call Provisions of Redemption Requirements for the Bonds as the same appears of record in my office in the City Hall at Pearland, Brazoria County, Texas; that the same is kept and maintained in the ordinary course of business; and that I am the lawful possessor and custodian of said Resolution. WITNESS MY HAND AND SEAL of office at my office in Pearland, Brazoria County,Texas,this the day of , A.D., 1995. r)L4,4a. TOMMIE JEAN VIAL INTERIM CITY SECRETARY (SEAL) F:\R H 21891 BZ M 4\R E F95\C I TY-S E C,C RT