2016-037 - Authorizing the issuance of the City’s General Obligation Bonds, Series 2016; approving the use of a paying agent/registrar agreement; engaging bond counsel ....ORDINANCE NO. 2016 -037
ORDINANCE OF THE CITY OF PARIS, TEXAS
AUTHORIZING THE ISSUANCE OF
CITY OF PARIS, TEXAS
GENERAL OBLIGATION BONDS
SERIES 2016
TABLE OF CONTENTS
Section 1. Recitals, Amount and Purpose of the Bonds . ............................... 3
Section 2. Designation, Date, Denominations, Numbers, and Maturities and Interest Rates
ofBonds ................................ ............................... 4
Section 3. Characteristics of the Bonds ............. ............................... 4
Section 4. Form of Bonds ........................ ............................... 8
Section 5. Interest and Sinking Fund .............. ............................... 16
Section 6. Defeasance of Bonds .................. ............................... 17
Section 7. Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds ...................... 18
Section 8. Custody, Approval, and Registration of Bonds; Bond Counsel's Opinion; CUSIP
Numbers and Contingent Insurance Provision, if Obtained; Engagement of Bond
Counsel and Financial Advisor ............. ............................... 19
Section 9. Covenants Regarding Tax Exemption of Interest on the Bonds ................ 20
Section 10. Sale of Bonds and Approval of Official Statement; Further Procedures ......... 22
Section 11. Default and Remedies ................ ............................... 22
Section 12. Compliance with Rule 15c2 -12 . ........ ............................... 23
Section 13. Method of Amendment ............... ............................... 26
Section 14. Effective Date ...................... ............................... 28
Section 15. Allocation of, and Limitation on, Expenditures for the Project ................ 28
Section 16. Interest Earnings on Bond Proceeds ..... ............................... 28
Section 17. Construction Fund ................... ............................... 28
Section 18. Net Premium ....................... ............................... 29
Section 19. Appropriation ......................... .............................29
Section 20. Severability ........................ ............................... 29
Schedule Voted Bonds ......................... .............................30
U
ORDINANCE
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PARIS, TEXAS GENERAL
OBLIGATION BONDS, SERIES 2016; LEVYING AN ANNUAL AD VALOREM TAX FOR
THE PAYMENT OF SAID BONDS; APPROVING AN OFFICIAL STATEMENT; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
LAMAR COUNTY §
CITY OF PARIS §
WHEREAS, at an election in the City of Paris, Texas (the "Issuer ") held on May 11, 2013
(the "Election "), the voters of the Issuer approved the issuance of tax bonds by the Issuer in the
aggregate principal amount of $45,000,000 for the purpose of constructing and acquiring
improvements and equipping the Issuer's waterworks and sewer system, to -wit: for replacing and
extending water distribution lines and sewer collection lines and constructing repairs to streets and
drainage infrastructure necessitated by such water and sewer line construction; and
WHEREAS, the Issuer has heretofore issued its General Obligation Bonds, Series 2013 using
$35,000,000 (including principal and premium) of said voted bond authorization from the Election,
thereby leaving $10,000,000 of voted but unissued bond authorization from the Election; and
WHEREAS, the City Council of the Issuer deems it necessary and advisable to authorize,
issue and deliver $8,800,000 (including principal and premium) of said voted bond authorization
from the Election for the purposes stated in the first paragraph above, thereby leaving $1,200,000
of voted but unissued bond authorization from the Election; and
WHEREAS, the Bonds hereinafter authorized are to be issued, sold and delivered pursuant
to the general laws of the State of Texas, including Tex. Gov't Code Ann. Chapter 1331, as
amended; and
WHEREAS, It is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Tex. Gov't Code Ann. ch. 551;
Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The recitals set
forth in the preamble hereof are incorporated herein and shall have the same force and effect as if
set forth in this Section. The bonds of the Issuer are hereby authorized to be issued and delivered
in the aggregate principal amount of $8,780,000 for replacing and extending water distribution lines
and sewer collection lines and constructing repairs to streets and drainage infrastructure necessitated
by such water and sewer line construction (the "Project "), and to pay the costs incurred in connection
with the issuance of the Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES AND INTEREST RATES OF BONDS. Each bond issued pursuant to this
Ordinance shall be designated: "CITY OF PARIS, TEXAS, GENERAL OBLIGATION BOND,
SERIES 2016," and initially there shall be issued, sold, and delivered hereunder one fully registered
bond, without interest coupons, dated December 1, 2016, in the principal amount stated above and
in the denominations hereinafter stated, numbered T -1, with bonds issued in replacement thereof
being in the denominations and principal amounts hereinafter stated and numbered consecutively
from R -1 upward, payable to the respective Registered Owners thereof (with the initial bond being
made payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee
or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner "),
and said bonds shall mature and be payable serially on December 15 in each of the years and in the
principal amounts, respectively, and shall bear interest from the dates set forth in the FORM OF
BOND set forth in Section 4 of this Ordinance to their respective dates of maturity or redemption
prior to maturity at the rates per annum, as set forth in the following schedule:
Years of
Principal
Interest
Maturity
Amount
Rates
2017
380,000
2.00%
2018
455,000
3.00
2019
495,000
3.00
2020
550,000
3.00
2021
340,000
3.00
2022
355,000
3.00
2023
365,000
3.00
2024
375,000
3.00
2025
385,000
3.00
2026
395,000
4.00
2036
4,685,000
3.10
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be
kept at the designated corporate trust office of BOKF, NA, in Dallas, Texas (the "Paying
Agent/Registrar "), books or records for the registration of the transfer, conversion and exchange of
the Bonds (the 'Registration Books "), and the Issuer hereby appoints the Paying Agent /Registrar
as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain
and record in the Registration Books the address of the registered owner of each Bond to which
payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of
each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The Issuer shall have the right to inspect the Registration Books during regular business
hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, conversion, exchange and
delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and
exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM
OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered
for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the governing body of the Issuer or any other body or person so as to accomplish the
foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar
shall provide for the printing, execution, and delivery of the substitute Bonds in the manner
prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and
strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and
exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Bonds that initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all
as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance.
However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first -class postage prepaid, to the
address of each registered owner appearing on the Registration Books at the close of business on the
last business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to
the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), (iii)
may be converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall
4
have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal
of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND set forth in this Ordinance. The Bond initially issued and delivered pursuant to this
Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under
this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Pang Agent/Registrar n�gistrar for the Bonds. The Issuer covenants with the registered owners
of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent
and legally qualified bank, trust company, financial institution, or other entity to act as and perform
the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 75 days written notice to the Paying Agent/Registrar,
to be effective not later than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company,
financial institution, or other entity to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying Agent /Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds,
by United States mail, first -class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit of this Ordinance unless and until there appears
thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this
Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be
required that the same authorized representative of the Paying Agent/Registrar sign the Certificate
of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying
Agent/Registrar described above, the Initial Bond delivered on the closing date shall have attached
thereto the Comptroller's Registration Certificate substantially in the form provided in this
Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas or by
his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly
approved by the Attorney General of the State of Texas and that it is a valid and binding obligation
of the Issuer, and has been registered by the Comptroller.
(f) Book -Entry Only S, stem. The Bonds issued in exchange for the Bond initially issued
to the initial purchaser specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such
Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company,
New York, New York ( "DTC "), and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on whose
behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance and
settlement of securities transactions among DTC Participants or to any person on behalf of whom
such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding
sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person,
other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with
respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a
Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to
principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person
in whose name each Bond is registered in the Registration Books as the absolute owner of such
Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order
of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered
Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the
Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by
DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance
with respect to interest checks being mailed to the Registered Owner at the close of business on the
Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
The previous execution and delivery of the Blanket Letter of Representations with respect
to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully
applicable to the Bonds.
(g) Successor Securities Depository Transfers Outside Book -Entry Only System. In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the representations letter of the Issuer to DTC or that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i)
appoint a successor securities depository, qualified to act as such under Section 17A of the Securities
and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of
such successor securities depository and transfer one or more separate Bonds to such successor
securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of
Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with
the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the representations letter of
the Issuer to DTC.
(i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
principal amount of the Bonds, payable in stated installments to the purchaser designated in Section
10 or its designee, executed by manual or facsimile signature of the Mayor and City Clerk of the
Issuer, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State of Texas, will be delivered to such purchaser or its
designee. Upon payment for the initial Bond, the Paying Agent/Registrar shall cancel the initial
Bond and deliver to the Depository Trust Company on behalf of such purchaser one registered
definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of
the Bonds for such maturity.
0) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice shall state that said redemption may, at the option of the Issuer, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and effect,
the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as
follows, with such appropriate variations, omissions or insertions as are permitted or required by this
Ordinance.
(a) Form of Bond.
NO. R-
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PARIS, TEXAS
GENERAL OBLIGATION BOND
SERIES 2016
Dated Date
December 1, 2016
Maturity Date
December 15,
PRINCIPAL
AMOUNT
CUSIP No.
DOLLARS
ON THE MATURITY DATE specified above, the City of Paris, in Lamar County, Texas
(the "Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner "), on the Maturity Date specified above, the Principal Amount specified
above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360 -day year of twelve 30 -day months) from December 1, 2016 at the Interest Rate per
annum specified above. Interest is payable on June 15, 2017 and semiannually on each December
15 and June 15 thereafter to the Maturity Date specified above, or the date of redemption prior to
maturity; except, if this Bond is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the
interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case
such principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for
which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest
from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity, or
upon the date fixed for its redemption prior to maturity, at the designated corporate trust office of
BOKF, NA, in Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment
of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof
on each interest payment date by check or draft, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the
ordinance authorizing the issuance of this Bond (the "Bond Ordinance ") to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be
sent by the Paying Agent/Registrar by United States mail, first -class postage prepaid, on each such
interest payment date, to the registered owner hereof, at its address as it appeared on the last
business day of the month preceding each such date (the "Record Date ") on the Registration Books
kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. In the event of a non - payment of interest on a scheduled payment
date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record
Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five business days prior to the Special Record Date by United States mail, first -class
postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the
close of business on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Bond for redemption and payment at the designated corporate trust office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each
principal payment date, interest payment date, and accrued interest payment date for this Bond it will
make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the
Bond Ordinance, the amounts required to provide for the payment, in immediately available funds,
of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day that is not
such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS BOND is one of a series of Bonds dated December 1, 2016, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $8,780,000 for the
public purposes of constructing and acquiring improvements and equipping the Issuer's waterworks
and sewer system, to -wit: for replacing and extending water distribution lines and sewer collection
lines and constructing repairs to streets and drainage infrastructure necessitated by such water and
sewer line construction, and to pay the costs incurred in connection with the issuance of the Bonds.
THE BONDS MATURING on December 15, 2036 are subject to mandatory redemption
prior to maturity in part at random, by lot or other customary method selected by the Paying
Agent/Registrar, at par plus accrued interest to the redemption date, in amounts sufficient to redeem
W
said Bonds on December 15 in the years and principal amounts shown on the following schedule.
Such Bonds shall be redeemed with funds from the "Interest and Sinking Fund" created by the Bond
Order and shall be redeemed by the Paying Agent/Registrar in part prior to maturity with funds from
the Interest and Sinking Fund, for the principal amount thereof and accrued interest to the date of
redemption, and without premium, on each of the aforesaid dates, in the principal amounts,
respectively, as set forth in the following schedule:
Bonds Maturing
12/15/2036
The principal amount of the Bonds required to be redeemed pursuant to the operation of such
mandatory sinking fund shall be reduced by the principal amount of any Bonds that, at least 45 days
prior to the mandatory sinking fund redemption date, shall have been (1) purchased by the Issuer
and delivered to the Paying Agent/Registrar for redemption or (2) redeemed pursuant to the optional
redemption provision described below and delivered to the Paying Agent/Registrar for cancellation.
IN ADDITION TO THE MANDATORY REDEMPTION PROVISIONS described above,
on December 15, 2026, or on any date thereafter, the outstanding Bonds of this series that mature
on December 15, 2036 may be redeemed prior to their scheduled maturities, at the option of the
Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in
part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by
the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of
$5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest
to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first -class postage prepaid to the registered owner of each Bond to be redeemed
at its address as it appeared on the registration books of the Paying Agent/Registrar at the close of
business on the business day next preceding the date of mailing such notice; provided, however, that
10
Principal
Year
Amount
2027
$395,000
2028
405,000
2029
420,000
2030
430,000
2031
445,000
2032
460,000
2033
475,000
2034
490,000
2035
505,000
2036(')
520,000
(')Final maturity of Bond.
The principal amount of the Bonds required to be redeemed pursuant to the operation of such
mandatory sinking fund shall be reduced by the principal amount of any Bonds that, at least 45 days
prior to the mandatory sinking fund redemption date, shall have been (1) purchased by the Issuer
and delivered to the Paying Agent/Registrar for redemption or (2) redeemed pursuant to the optional
redemption provision described below and delivered to the Paying Agent/Registrar for cancellation.
IN ADDITION TO THE MANDATORY REDEMPTION PROVISIONS described above,
on December 15, 2026, or on any date thereafter, the outstanding Bonds of this series that mature
on December 15, 2036 may be redeemed prior to their scheduled maturities, at the option of the
Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in
part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by
the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of
$5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest
to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first -class postage prepaid to the registered owner of each Bond to be redeemed
at its address as it appeared on the registration books of the Paying Agent/Registrar at the close of
business on the business day next preceding the date of mailing such notice; provided, however, that
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the failure of the registered owner to receive such notice, or any defect therein or in the sending or
mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption
of any Bond. By the date fixed for any such redemption due provision shall be made with the
Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions
thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision
for such payment is made, all as provided above, the Bonds or portions thereof that are to be so
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemption, and they shall not be regarded as
being outstanding except for the right of the registered owner to receive the redemption price from
the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond
shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the
same rate, in any denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee
or assignees, as the case may be, having the same denomination or denominations in any integral
multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or
assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form
and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or
assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
registered. The form of Assignment printed or endorsed on this Bond may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Bond or any portion or portions hereof from time to time by the registered owner.
The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall
be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer, conversion, or exchange (i) during the period commencing with the close
of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
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IN THE EVENT any Paying Agent /Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond
have been performed, existed and been done in accordance with law; and that annual ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due and such principal matures, have been levied and ordered to be levied against all
taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed
by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
registered owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor Pro -Tem)
and countersigned with the manual or facsimile signature of the City Clerk of the Issuer, and has
caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature)
City Clerk
(SEAL)
(signature)
Mayor
(b) Form of Paving_A Agent/Registrar's n�gistrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that
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originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated:
(c) Form of Assignment.
BOKF, NA
Dallas, Texas
Paying Agent/Registrar
Un
Authorized Representative
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee:
Please print or typewrite name and address, including zip code of Transferee:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must correspond
with the name of the Registered Owner as it
appears upon the front of this Bond in every
particular, without alteration or enlargement or
any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
13
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State 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
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF PARIS, TEXAS, in Lamar County, Texas (the "Issuer "), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner "),
on December 15 in each of the years, in the principal installments and bearing interest at the per
annum rates set forth in the following schedule:
14
Principal
Interest
Years
Installments
Rates
2017
$ 380,000
2.00%
2018
455,000
3.00
2019
495,000
3.00
2020
550,000
3.00
2021
340,000
3.00
2022
355,000
3.00
2023
365,000
3.00
2024
375,000
3.00
2025
385,000
3.00
2026
395,000
4.00
2036
4,685,000
3.10
14
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360 -day year of twelve 30 -day months) from December 1, 2016 at the respective Interest Rate
per annum specified above. Interest is payable on June 15, 2017, and semiannually on each
December 15 and June 15 thereafter to the date of payment of the principal installment specified
above, or the date of redemption prior to maturity; except, that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such Principal Amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
C. The Initial Bond shall be numbered "T -1."
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and
maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking
Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be
used only for paying the interest on and principal of said Bonds. All amounts received from the sale
of the Bonds as accrued interest shall be deposited upon receipt to the Interest and Sinking Fund,
and all ad valorem taxes levied and collected for and on account of said Bonds shall be deposited,
as collected, to the credit of said Interest and Sinking Fund. During each year while any of said
Bonds are outstanding and unpaid, the governing body of said Issuer shall compute and ascertain
a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required
to pay the interest on said Bonds as such interest comes due, and to provide and maintain a sinking
fund adequate to pay the principal of said Bonds as such principal matures (but never less than 2%
of the original amount of said Bonds as a sinking fund each year); and said tax shall be based on the
latest approved tax rolls of said Issuer, with full allowances being made for tax delinquencies and
the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby
ordered to be levied, against all taxable property in said Issuer, for each year while any of said
Bonds are outstanding and unpaid, and said tax shall be assessed and collected each such year and
deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient
to provide for the payment of the interest on and principal of said Bonds, as such interest comes due
and such principal matures, are hereby pledged for such payment, within the limit prescribed by law.
Notwithstanding the requirements of this subsection, if lawfully available moneys of the Issuer are
actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes
are scheduled to be levied for any year, then the amount of taxes that otherwise would have been
required to be levied pursuant to this Section may be reduced to the extent and by the amount of the
lawfully available funds then on deposit in the Interest and Sinking Fund.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge
of the taxes granted by the Issuer under this Section, and is therefore valid, effective, and perfected.
Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result
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of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to
be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve
to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Business & Commerce Code and enable a fling of a security
interest in said pledge to occur.
Section 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond ") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest
thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement ") for such payment (1) lawful money of the United States of America sufficient
to make such payment or (2) Defeasance Securities that mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient money
to provide for such payment, and when proper arrangements have been made by the Issuer with the
Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become
due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled
to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and
such principal and interest shall be payable solely from such money or Defeasance Securities, and
thereafter the Issuer will have no further responsibility with respect to amounts available to the
Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment
of such Defeased Bonds, including any insufficiency therein caused by the failure of the Paying
Agent/Registrar (or other financial institution permitted by applicable law) to receive payment when
due on the Defeasance Securities. Notwithstanding any other provision of this Ordinance to the
contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made
in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section
shall not be irrevocable, provided that: (1) in the proceedings providing for such payment
arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2)
gives notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements; and (3) directs that notice of the reservation be
included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
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substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
Subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by
the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with
respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as
directed in writing by the Issuer.
(c) The term " Defeasance Securities" means any securities and obligations now or hereafter
authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as
the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and
pay for such services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds
by such random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost,
stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner
applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred that is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing,
17
and other expenses in connection therewith. Every replacement Bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any
such replacement Bond without necessity of further action by the governing body of the Issuer or
any other body or person, and the duty of the replacement of such Bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this
Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED; ENGAGEMENT OF BOND COUNSEL AND FINANCIAL ADVISOR.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued
and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending
their delivery and their investigation, examination, and approval by the Attorney General of the State
of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to
act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to
such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers
may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance,
but neither shall have any legal effect, and shall be solely for the convenience and information of
the registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear
an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of
initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel
to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved and
confirmed. The execution and delivery of an engagement letter between the Issuer and such firm,
with respect to such services as bond counsel, is hereby authorized in such form as may be approved
by the Mayor or the City Manager, and the Mayor or the City Manager is hereby authorized to
execute such engagement letter. In addition, the execution and delivery of a professional services
agreement between the Issuer and SAMCO Capital Markets, Inc., with respect to services as
Financial Advisor to the Issuer, is hereby authorized in such form as may be approved by the Mayor
and the Mayor is hereby authorized to execute such agreement.
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Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from
any action that would adversely affect, the treatment of the Bonds as obligations described in section
103 of the Code, the interest on which is not includable in the "gross income" of the holder for
purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds
or the Project are so used, such amounts, whether or not received by the Issuer, with respect
to such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Bonds, other than investment property acquired with —
(A) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148 -1(b) of the Treasury Regulations, and
19
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five -year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and
such Fund shall not be subject to the claim of any other person, including without limitation the
Bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
Regulations. It is the understanding of the Issuer that the covenants contained herein are intended
to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer
will not be required to comply with any covenant contained herein to the extent that such failure to
comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In
the event that regulations or rulings are hereafter promulgated that impose additional requirements
applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of
such intention, the Issuer hereby authorizes and directs the Mayor, the City Manager or the Finance
Director to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
(d) Disposition of Project. The Issuer covenants that the property constituting the Project
will not be sold or otherwise disposed of in a transaction resulting in the receipt by the Issuer of cash
or other compensation, unless any action taken in connection with such disposition will not
adversely affect the tax - exempt status of the Bonds. For purpose of the foregoing, the Issuer may
rely on an opinion of nationally - recognized bond counsel that the action taken in connection with
such sale or other disposition will not adversely affect the tax - exempt status of the Bonds. For
20
purposes of the foregoing, the portion of the property comprising personal property and disposed
in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to PNC Capital Markets LLC (the
"Purchaser "), at a price of $8,890,955.35 (representing the par amount of the Bonds, plus a net cash
premium of $110,955.35) and plus accrued interest in the amount of $20,862.72 (which accrued
interest shall be deposited to the Interest and Sinking Fund. It is hereby officially found, determined
and declared that the Bonds have been sold at public sale to the bidder offering the lowest interest
cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding Instructions, and
that the terms of the Bonds are in the Issuer's best interests. The Initial Bond shall be registered in
the name of the Purchaser or its designee.
(b) It is further officially found, determined and declared that the Bonds have been offered
pursuant to a Preliminary Official Statement dated November 28, 2016, prepared and distributed in
connection with the sale of the Bonds. Said Preliminary Official Statement, the Official Statement
dated December 5, 2016, and any addenda, supplement or amendment thereto, have been and are
hereby approved by the governing body of the Issuer, and its use in the offer and sale of the Bonds
is hereby approved. It is further officially found, determined and declared that the statements and
representations contained in said Official Statement are true and correct in all material respects, to
the best knowledge and belief of the City Council.
(c) The Mayor and Mayor Pro -Tem, the City Manager, the Finance Director and City Clerk
and all other officers, employees and agents of the Issuer, and each of them, shall be and they are
hereby expressly authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and on behalf
of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar, and all other
instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out
the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds and the Official
Statement. In case any officer whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
Section 11. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
21
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights
of the registered owners of the Bonds, including, but not limited to, their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by any Registered Owner to the Issuer.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and
enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or councilmembers
of the Issuer.
Section 12. COMPLIANCE WITH RULE 15c2 -12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
22
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in the electronic
format prescribed by the MSRB, financial information and operating data with respect to the Issuer
of the general type included in the final Official Statement authorized by this Ordinance, being the
financial information and operating data with respect to the District of the general type included in
the Official Statement under Tables numbered 1, 2, 10, 11, 12, 15 and 20 of Appendix A (the
"Annual Operating Report"). The Issuer will additionally provide financial statements of the Issuer
(the "Financial Statements "), that will be (A) prepared in accordance with the accounting principles
described in the notes to the financial statements that are attached to the Official Statement as
Appendix B, or such other accounting principles as the Issuer may be required to employ from time
to time pursuant to state law or regulation, and shall be in substantially the form included in the final
Official Statement and (B) audited, if the Issuer commissions an audit of such Financial Statements
and the audit is completed within the period during which they must be provided. The Issuer will
update and provide the Annual Operating Report within six months after the end of each fiscal year
and the Financial Statements within 12 months of the end of each fiscal year, in each case beginning
with the fiscal year ending in and after 2016. The Issuer may provide the Financial Statements
earlier, including at the time it provides its Annual Operating Report, but if the audit of such
Financial Statements is not complete within 12 months after any such fiscal year end, then the Issuer
shall file unaudited Financial Statements within such 12 -month period and audited Financial
Statements for the applicable fiscal year, when and if the audit report on such Financial Statements
becomes available.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any documents available to the
public on the MSRB's internet website or filed with the SEC.
(iii) Event Notices. The Issuer shall notify the MSRB, in a timely manner not in excess of
ten Business Days after the occurrence of the event, of any of the following events with respect to
the Bonds:
1. Principal and interest payment delinquencies;
2. Non - payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB)
or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
23
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Issuer;
13. The consummation of a merger, consolidation, or acquisition involving the Issuer or
the sale of all or substantially all of the assets of the Issuer, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. Appointment of a successor trustee or change in the name of the trustee, if material.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (i) of this Section by the time
required by subsection (i). As used in clause (iii)12 above, the phrase "bankruptcy, insolvency,
receivership or similar event" means the appointment of a receiver, fiscal agent or similar officer
for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state
or federal law in which a court of governmental authority has assumed jurisdiction over substantially
all of the assets or business of the Issuer, or if jurisdiction has been assumed by leaving the Board
and officials or officers of the Issuer in possession but subject to the supervision and orders of a
court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the Issuer.
(iv) Limitations, Disclaimers, and Amendments. (A) The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the Issuer in any event will give notice of any deposit made in accordance with this
Ordinance or applicable law that causes the Bonds no longer to be outstanding.
(B) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly provided
herein. The Issuer does not make any representation or warranty concerning such information or
its usefulness to a decision to invest in or sell Bonds at any future date.
(C) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHERNEGLIGENT OR WITHOUT FAULT ON
24
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(D) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(E) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in
the primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2)
either (a) the registered owners of a majority in aggregate principal amount (or any greater amount
required by any other provision of this Ordinance that authorizes such an amendment) of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer
(such as nationally recognized bond counsel) determined that such amendment will not materially
impair the interest of the registered owners and beneficial owners of the Bonds. If the Issuer so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection (b) of this Section an explanation, in
narrative form, of the reason for the amendment and of the impact of any change in the type of
financial information or operating data so provided. The Issuer may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule
are invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
Section 13. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to -wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests
of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events
of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (v) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal
amount 51 % of the aggregate principal amount of then outstanding Bonds that are the subject of a
25
proposed amendment shall have the right from time to time to approve any amendment hereto that
may be deemed necessary or desirable by the Issuer; provided, however, that without the consent
of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium
on outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of any series of Bonds
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the office of the Issuer for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51 % in
aggregate principal amount of all of the Bonds then outstanding that are required for the amendment,
which instrument or instruments shall refer to the proposed amendment and that shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders
of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Bond
during such period. Such consent may be revoked at any time after six months from the date of the
publication of said notice by the holder who gave such consent, or by a successor in title, by filing
notice with the Issuer, but such revocation shall not be effective if the holders of 51 % in aggregate
26
principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation,
consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon
the registration of the ownership of such Bonds on the registration books kept by the Paying
Agent /Registrar.
Section 14. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City
Council.
Section 15. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and investment
earnings to be used for the construction and acquisition of the Project on its books and records by
allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure
is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend
proceeds of the sale of the Bonds or investment earnings thereon more than 60 days after the earlier
of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless
the Issuer obtains an opinion of nationally - recognized bond counsel that such expenditure will not
adversely affect the status, for federal income tax purposes, of the Bonds or the interest thereon. For
purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
Section 16. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Bonds shall be used along with other Bond
proceeds for the Project; provided that after completion of such purpose, if any of such interest
earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund.
It is further provided, however, that any interest earnings on Bond proceeds that are required to be
rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Bonds
from being arbitrage bonds shall be so rebated and not considered as interest earnings for the
purposes of this Section.
Section 17. CONSTRUCTION FUND.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer
a separate fund to be entitled the "Series 2016 General Obligation Bonds Construction Fund" for use
by the Issuer for payment of all lawful costs associated with the acquisition and construction of the
Project as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit
in said fund shall be transferred to the Interest and Sinking fund. Amounts so deposited to the
Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance.
(b) The Issuer may invest proceeds of the Bonds (including investment earnings thereon)
issued for Improvement Projects and amounts deposited into the Interest and Sinking Fund in
investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government
27
Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale
of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest
extent required by law for the security of public funds.
Section 18. NET PREMIUM. The Bonds are being sold at a net premium equal to
$110,955.35. Premium in the amount of (i) $90,955.35 shall be allocated to pay costs of issuance
and (ii) $20,000.00 shall be allocated to and applied against the voted authorization as set forth on
Schedule I, and shall be deposited to the Issuer's construction fund used for such purpose.
Section 19. APPROPRIATION. To pay the debt service coming due on the Bonds on June
15, 2017 and December 15, 2017, prior to receipt of the taxes levied to pay such debt service, there
is hereby appropriated from current funds on hand, which are hereby certified to be on hand and
available for such purpose, an amount sufficient to pay such debt service, and such amount shall be
used for no other purpose.
Section 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase
or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the
remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain
in full force and effect.
28
SCHEDULE I
Voted Bonds
Amount Amount
Amount Previously Being
Purpose Authorized Issued Issued
May 11, 2016 Election
Water and Sewer $45,000,000 $35,000,000 $8,800,000*
Unissued
Balance
$1,200,000
*Includes $20,000.00 premium paid for the Bonds and used to fund the construction account.
29
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTY OF LAMAR §
CITY OF PARIS §
We, the undersigned officers of the City of Paris (the "City "), hereby certify as follows:
1. The City Council of the City (the "City Council ") convened in SPECIAL MEETING ON
THIS 5TH DAY OF DECEMBER, 2016, at the designated meeting place, and the roll was called
of the duly constituted officers and members of the City Council, to wit:
Arjumand Hashmi, Mayor
Aaron Jenkins, Councilmember District 1
Billie Sue Lancaster, Councilmember District 2 and Mayor Pro -tem
Bill Trenado, Councilmember District 3
Dr. Steve Clifford, Councilmember District 4
Matt Freirson, Councilmember District 5
Cleonne Holmes Drake, Councilmember District 6
Janice Ellis, City Clerk
and all of said persons were present, except the following absentees: Trenado and Freirson, thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
PARIS, TEXAS GENERAL OBLIGATION BONDS, SERIES 2016; LEVYING
AN ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS;
APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
was duly introduced for the consideration of the City Council. It was then duly moved and seconded
that the Ordinance be adopted and, after due discussion, said motion, carrying with it the adoption
of the Ordinance, prevailed and carried by the following vote:
AYES: All members of the City Council shown present above voted "Aye," except
as shown below:
NOES: None
ABSTAIN: None
2. That a true, full and correct copy of the aforesaid Ordinance adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that the
Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the Meeting
pertaining to the adoption of the Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the aforesaid
Meeting, and that the Ordinance would be introduced and considered for adoption at the Meeting,
and each of the officers and members consented, in advance, to the holding of the Meeting for such
purpose, and that the Meeting was open to the public and public notice of the time, place and
purpose of the meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor of the City (or the Mayor Pro -tem in the absence of the Mayor) has
approved and hereby approves the aforesaid Ordinance; and that the Mayor (or the Mayor Pro -tem
in the absence of the Mayor) and the City Clerk of the City hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following copy of the Ordinance for all
purposes.
SIGNED AND SEALED the 5th day of December, 2016.
Lx-" ��
Mayo
OFFICIAL BID FORM
Honorable Mayor and City Council
City of Paris
135 SE 1st Street
Paris, Texas 75460
Ladles and Gentlemen:
December 5, 2016
Reference is made to your Official Notice of Sale and Preliminary Official Statement dated November 28, 2016 of
$8,780,000 (after taking into account the adjustments of initial principal) City of Paris, Texas General Obligation Bonds, Series
2016, both of which constitute a part hereof.
For your legally issued Bonds, as described in said Official Notice of Sale and Preliminary Official Statement, we will pay you
a price of $8,890,955.35 plus accrued Interest from their Dated Date to the date of delivery to us, for Bonds maturing
December 15 and bearing interest as follows: (After taking Into account the adjustments of initial principal.)
Stated Principal Interest Stated Principal Interest Stated Principal Interest
Maturity Amou Rate Maturity o n $S,ft Maturity Amou Bak
2017 $380,000 2.000% 2024 $375,000 3.000% 2031` $480,000 xxx%
2018 455,000 3.000% 2025 385,000 3.000% 2032• 475,000 )00(56
2019 495,000 3.000% 2026 395,000 4.000% 2033" 490,000 xxx%
2020 550,000 3.000% 20271 405,000 root% 2034• 505,000 )xx%
2021 340,000 3.000% 2028• 420,000 root% 2035• 520,000 xxx%
2022 355,000 3.000% 2029' 430,000 xxx% 2036' 535,000 3.10056
2023 365,000 3.00056 2030" 445,000 xxx%
Maturldes available for term bonds
Of the principal maturities set forth in the table above, we have created term bonds as Indicated in the following table (which
may Include multiple term bonds, one term bond or no term bonds if none Is indicated). For those years which have been
combined Into a term bond, the principal amount shown in the table above will be the mandatory sinking fund redemption
amounts in such years except that the amount shown in the year of the term bond maturity date will mature In such year. The
term bonds created are as follows:
Term Bond Maturity Year of First Principal Amount Interest
Date December 15 Mandatory Redemption of Tenn Bond bate
Our calculation (which Is not part of this bid) of the interest cost in accordance with the above bid is:
TRUE INTEREST COST 2.971233%
ADJUSTMENT OF INITIAL PRINCIPAL AMOUNTS: The City reserves the right to Increase or decrease the principal
(maturity) amount of any maturity of the Bonds, including the elimination of a maturity or maturities; provided, however, that
the aggregate principal (denominational) amount of the Bonds shall not exceed $8,800,000. Notice of any such changes shall
be given to the successful bidder as soon as practicable following the notification of award, as described below, and this Notice
of Sale may be amended at the sole discretion of the City to reflect such increase or decrease. The CJU idl attempi to maintain
the best bid is determined. The successful bidder may not withdraw ita bids or change the rates bid or any
prices as a result of any changes made to the principal (denominational) amounts.
By its acceptance of this bid, we understand the City will provide the copies of the Final OMdal Statement and of any
amendments or supplements thereto In accordance with the Official Notice of Sale, and will cooperate to permit the
undersigned to comply with Rule 15c2 -12 of the Securities and Exchange Commission. The Purchaser by submitting this bid
for the Bonds agrees to promptly file the Official Statement when received from the City with the Municipal Securities
Rulemaking Board.
The Initial Bond shall be registered in the name of PNC Capital Markets (Syndicate Manager), which will upon payment for the
Bonds, be canceled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's
partnership nominee), under the Book- Entry-Only System. We will advise DTC of registration instructions at least five business
days prior to the date set for initial Delivery.
Cashiers Check of the Frost Bank, Austin, Texas, in the amount of $180,000 which represents our Good Faith Deposit (is
attached hereto) or (has been made available to you prior to the opening of this bid), and is submitted In accordance with the
terms as set forth in the Official Notice of Sale. Upon delivery of the Bonds, said check shall be returned to the Initial Purchaser.
We agree to accept delivery of the Initial Bond(s) through DTC and make payment for the Initial Bond(s) in Immediately
available funds at BOKF, NA, Dallas, Texas, no later than 10:00 A.M., Central Time, on December 29, 2016, or thereafter on
the date the Initial Bond(s) are tendered for delivery, pursuant to the terns set forth in the Offfcial Notice of Sale.
The undersigned agrees to complete, execute and deliver to the City by the date of delivery of the Bonds, a certificate relating
to the "issue price" of the Bonds In the form and to the effect attached to or accompanying the Official Notice of Sale, with such
changes thereto as may be acceptable to the Bond Counsel for the Issuer. The undersigned also agrees to provide the City
and its consultants, at least ten business days prior to the delivery of the Bonds, a breakdown of its "underwriting spread"
among the following categories: Takedown, Management Fee (if any), Legal Counsel Fee (if any) and Spread Expenses (if
any).
For purposes of contracting for the sale of the Bonds, the entity signing the bid form as Purchaser shall be solely responsible
for the payment of the purchase price of the Bonds. The Purchaser may serve as a syndicate manager and contract under a
separate agreement with other syndicate members. However, the City Is not a party to that agreement and any information
provided regarding syndicate managers would be for informational purposes only.
Upon notification of conditlonal verbal acceptance, the undersigned will complete an electronic form of the Certificate of
Interested Parties Form 1285 (the "Disclosure Form ") through the Texas Ethics Commission's (the "TEC ") electronic portal
and the resulting certified Disclosure Form that is generated by the TEC's electronic portal will be printed, signed, notarized
and sent by email to the City's financial advisor at MMcLiney @samcocapital.com. The undersigned understands that the failure
to provide the certified Disclosure Form will prohibit the City from providing final written award of the enclosed bid.
(Syndicate Members)
Respectfully submitted,
Underwriters Authorized Representative
THE ABOVE AND FOREGOING BID IS IN ALL THINGS HEREBY ACCEPTED this 5th day of December 2016, by the City
Council of the City of Paris, Texas.
ATTEST:
"T*r, City of P ,Texas