2017-029 - Authorizing the Issuance of the City’s General Obligation Bonds, Series 2017...ORDINANCE NO. 2017 -029
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PARIS, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2017; PROVIDING FOR THE
PAYMENT OF SAID BONDS; APPROVING THE OFFICIAL STATEMENT;
PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT
THE STATE OF TEXAS
LAMAR COUNTY
CITY OF PARIS
WHEREAS, it is deemed advisable and to be in the best interest of the City of Paris, Texas (the
"City" or "Issuer ") that certain bonds authorized at an election previously held in the City on May 6, 2017
(the "Election "), be sold at this time, with the amount of bonds authorized, the purpose, the amount of
bonds previously sold, and the amount now to be sold being from the Election and an election held in the
City on May 11, 2013 as follows:
AMOUNT
AUTHORIZED PURPOSE
$45,000,000 Water and sewer
$ 9,500,000 Street improvements
$ 500,000 Parks and recreation
AMOUNT
PREVIOUSLY
SOLD
$43,800,000
$ 0
$ 0
AMOUNT
BEING
ISSUED(')
$ 0
$9,310,000
$ 500,000
(1) Includes premium deposited into the Project Fund and applied against voted authorization.
AMOUNT
REMAINING
$1,200,000
$ 190,000
$ 0
WHEREAS, this City Council of the City (the "Council ") finds and determines that it is necessary
and proper to order the issuance, sale and delivery of a portion of such voted bonds; and
WHEREAS, the bonds hereinafter authorized to be issued are to be issued, sold and delivered
pursuant to the general laws of the State of Texas, including Texas Government Code, Chapter 1331, as
amended, and the City's Home Rule Charter; 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 Texas Government Code Chapter 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 "City of Paris, Texas, General Obligation Bonds, Series 2017" (the "Bonds ") are hereby
authorized to be issued and delivered in the aggregate principal amount of $9,750,000 or the public purposes
of (i) constructing, improving, extending, expanding, upgrading and developing streets and roads, bridges
and intersections including, utility relocation, landscaping, sidewalks, traffic safety and operational
improvements, the purchase of any necessary right -of -way, drainage and other related costs; (ii) improving
and equipping parks, trails and recreational facilities (collectively, the "Projects "); and (iii) paying the
costs incurred in connection with the issuance of the Bonds.
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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 2017," and initially there shall
be issued, sold, and delivered hereunder one fully registered bond, without interest coupons, dated July 15,
2017 (the "Dated Date "), 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 June 15 in each
of the years and in the principal amounts, respectively, and shall bear interest from the date 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 schedule included in the FORM OF BOND in
Section 4 hereof.
The Bonds shall be subject to redemption prior to maturity as set forth in the FORM OF BOND
included in Section 4 hereof.
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Appointment of Pang Agent/Registrar. The Issuer hereby appoints BOKF, NA, Dallas,
Texas, to serve as paying agent and registrar for the Bonds (the "Paying Agent/Registrar "). The Mayor is
authorized and directed to execute and deliver in the name and under the corporate seal and on behalf of
the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in substantially the form
presented at this meeting.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at
the corporate trust office of 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 within three days of presentation in due and
proper form. 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.
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(c) Authentication. Except as provided in subsection (i) of this section, 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. Pursuant to
Subchapter D, Chapter 1201, Texas Government Code, 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 which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(d) Payment of Principal 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 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 (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.
(e) Payment to Registered Owner. 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 certificate evidencing the obligation of the Issuer to make payments of principal and interest
pursuant to this Ordinance.
(f) Pang Agent/Registrar. 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 agency 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. 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.
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(g) Substitute Pang Agent/Registrar. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date
after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor
by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating to the
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.
(g) Book -Entry Only s� The Bonds issued in exchange for the Bonds initially issued to the
purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof and the ownership of each such Bond shall be registered
in the name of Cede & Co., as nominee of The Depository Trust Company of New York ( "DTC "), and
except as provided in subsections (i) and 0) of this Section, all of the outstanding Bonds shall be registered
in the name of Cede & Co., as nominee of DTC.
(h) Blanket Letter of Representations. 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. Notwithstanding anything to the contrary
contained herein, while the Bonds are subject to DTC's Book -Entry Only System and to the extent
permitted by law, the Letter of Representations is hereby incorporated herein and its provisions shall
prevail over any other provisions of this Ordinance in the event of conflict.
(i) Bonds Registered in the Name of Cede & Co. 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. 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.
0) 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
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the representation 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 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.
(k) 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 representation letter of the Issuer to DTC.
(1) General Characteristics of the Bonds. 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 and shall be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall 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 Bonds
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 Bond, in the FORM OF BOND set forth in this Ordinance.
(m) 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 order of the initial purchaser of the
Bonds or its designee, executed by manual or facsimile signature of the Mayor and City Clerk,
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 insert the Delivery Date on Bond No. T -1, cancel the
initial Bond and deliver to The Depository Trust Company ( "DTC ") 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, registered in the name of Cede & Co., as nominee of DTC. To the extent
that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement
between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds
in safekeeping for DTC.
(n) 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 money
sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed will have
been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice
may state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such
prerequisites and receipt of such money 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 are not fulfilled, such notice will be of no
force and effect, the Issuer will not redeem such Bonds, and the Paying Agent/Registrar will give notice in
the manner in which the notice of redemption was given, to the effect that such 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 -_ UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PARIS, TEXAS,
GENERAL OBLIGATION BOND,
SERIES 2017
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Dated Date
July 15, 2017
Maturity Date
June 15, 20_
PRINCIPAL
AMOUNT
CUSIP NO.
ON THE MATURITY DATE specified above, the City of Paris, in Lamar County, Texas (the
"Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby promises to
pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered
Owner "), on the Maturity Date specified above, the Principal Amount specified above. The Issuer
promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 -day year
of twelve 30 -day months) from the Dated Date specified above at the Interest Rate per annum specified
above. Interest is payable on December 15, 2017 and semiannually on each June 15 and December 15
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this
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
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for its redemption prior to maturity, at the principal corporate trust office of BOKF, NA, 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 principal 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 principal 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 July 15, 2017, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $9,750,000 for the public purposes
of (i) constructing, improving, extending, expanding, upgrading and developing streets and roads, bridges and
intersections including, utility relocation, landscaping, sidewalks, traffic safety and operational
improvements, the purchase of any necessary right -of -way, drainage and other related costs; (ii) improving
and equipping parks, trails and recreational facilities (collectively, the "Projects "); and (iii) paying the
costs incurred in connection with the issuance of the Bonds.
THE BONDS scheduled to mature on June 15, 2037 (the "Term Bonds ") are subject to scheduled
mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results
in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption
date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and
in the respective principal amounts, set forth in the following schedule:
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Term Bond
Maturity: June 15, 2037
Mandatory
Principal
Redemption Date
Amount
June 15, 2030
$ 520,000
June 15, 2031
535,000
June 15, 2032
550,000
June 15, 2033
565,000
June 15, 2034
585,000
June 15, 2035
600,000
June 15, 2036
615,000
June 15, 2037'
635,000
Stated maturity.
The principal amount of Term Bonds required to be redeemed on any mandatory redemption date pursuant
to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the
Issuer, by the principal amount of any Term Bonds which, at least 45 days prior to a mandatory redemption
date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term
Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the
Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of
purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore
credited against a mandatory redemption requirement.
IN ADDITION TO THE FOREGOING MANDATORY SINKING FUND REDEMPTION, ON
DECEMBER 15, 2027, or on any date thereafter, the outstanding Bonds 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 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
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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.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE BONDS, unless certain
prerequisites to such redemption required by the Bond Ordinance have been met and money sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed will have been received by the
Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and
receipt of such money 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 are not fulfilled, such notice will be of no force and effect, the Issuer will
not redeem such Bonds, and the Paying Agent/Registrar will give notice in the manner in which the notice of
redemption was given, to the effect that such Bonds have not been redeemed.
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 of any Bonds 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, with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to
its redemption; provided, however, that such limitation shall not apply to uncalled portions of a Bond
redeemed in part.
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,
9
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 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
facsimile, on this Bond.
Clerk,' Mayo
(SEA=S,)
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 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: BOKF, NA,
Dallas, Texas
Paying Agent/Registrar
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Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
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.
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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.
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 June 15 in each of the years, in
the principal installments and bearing interest at the per annum rates set forth in the following schedule:
Maturity
Principal
Interest
Date
Installments
Rates
2018
$ 410,000
3.000%
2019
370,000
3.000
2020
380,000
3.000
2021
390,000
3.000
2022
405,000
3.000
2023
415,000
3.000
2024
430,000
3.000
2025
440,000
3.000
2026
455,000
3.000
2027
470,000
3.000
2028
485,000
2.125
2029
495,000
2.250
2037
4,605,000
2.850
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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 the Dated Date specified above at the respective Interest Rate
per annum specified above. Interest is payable on December 15, 2017, and semiannually on each June 15
and December 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 as a separate fund or account and the funds therein shall be deposited into and
held in an account 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. 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) Article 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 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 filing of a security interest in said pledge to occur.
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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. 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 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.
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(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 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, 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 of this Ordinance for Bonds issued in conversion and
exchange for other Bonds.
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Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
(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.
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 which 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 Registered Owner for
purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of the Bonds
or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for
any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent
of the proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the Issuer, with respect to such private business use, do not, under the terms of this
Order 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;
(ii) to take any action to assure that in the event that the "private business use" described
in subsection (a)(i) 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" which is "related" and not "disproportionate," within
the meaning of section 141(b)(3) of the Code, to the governmental use;
(iii) to take any action to assure that no amount which 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;
16
(iv) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(v) 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;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,
to acquire or to replace funds which were used, directly or indirectly, to acquire investment
property (as defined in section 148(b)(2) of the Code) which 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 of
3 years or less or, in the case of a current refunding bond, for a period of 90 days or less
or, in the case of an advance refunding, for a period of 30 days or less, 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
(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;
(vii) 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);
(viii) 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;
and
(ix) to assure that the Bonds are used for solely for new money construction
projects.
(b) Rebate Fund. In order to facilitate compliance with subsection II(a)(viii), 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 Registered
Owners. The Rebate Fund is established for the additional purpose of compliance with section 148 of the
Code.
(c) Proceeds. The Issuer understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any)
and proceeds of refunded obligations expended prior to the date of issuance of the Bonds. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance with the
17
Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto.
In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the
Code, as applicable to the 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 which impose additional
requirements which are 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, Mayor Pro Tem, City
Manager, Director of Finance and City Clerk, individually or jointly, 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) 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 sale proceeds 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.
(e) Disposition of Project. The Issuer covenants that the property financed with the proceeds of
the Bonds in accordance with the Election, as described in the recitals to this Order, will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation,
unless the Issuer obtains an opinion of nationally- recognized bond counsel that such sale or other disposition
will not adversely affect the tax- exempt status of the Bonds. For 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.
(f) Designation as a Qualified Tax- Exempt Obligation. The Issuer hereby designates the Bonds as
"qualified tax- exempt obligations" as defined in section 265(b)(3) of the Code. In furtherance of such
designation, the Issuer represents, covenants and warrants the following: (a) that during the calendar year
in which the Bonds are issued, the Issuer (including any subordinate entities) has not designated nor will
designate obligations that when aggregated with the Bonds, will result in more than $10,000,000 of
"qualified tax- exempt obligations" being issued; (b) that the Issuer reasonably anticipates that the amount
of tax- exempt obligations issued, during the calendar year in which the Bonds are issued, by the Issuer (or
any subordinate entities) will not exceed $10,000,000; and, (c) that the Issuer will take such action or
refrain from such action as necessary, and as more particularly set forth in this Section, hereof, in order
that the Bonds will not be considered a "private activity bond" within the meaning of section 141 of the
Code.
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Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; PROJECT
FUND; USE OF PREMIUM; FURTHER PROCEDURES.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund to be entitled the "Series 2017 Bond Construction Fund" (the "Project Fund ") for use by the
Issuer for payment of all lawful costs associated with the acquisition and construction of the Project as
hereinbefore provided and to pay the costs of issuance of the Bonds. Upon payment of all such costs, any
moneys remaining on deposit in the Project Fund shall be transferred to the Interest and Sinking Fund.
(b) The Bonds are hereby sold and shall be delivered to PNC Capital Markets LLC (the
"Purchaser ") for the purchase price of $9,913,398.90 (representing the aggregate principal amount of the
Bonds, plus a reoffering premium of $247,248.90, less the Purchaser's discount of $83,850.00), plus accrued
interest from the Dated Date through the date of initial delivery of the Bonds. The Bonds shall initially be
registered in the name of the Purchaser or its designee. It is hereby officially found, determined, and declared
that the terms of this sale are the most advantageous reasonably obtainable.
(c) 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 such and Bidding Instructions. It is further officially found, determined and declared that the Bonds
have been offered pursuant to a Preliminary Official Statement prepared and distributed in connection with
the sale of the Bonds. Said Preliminary Official Statement, the Official Statement, 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 Council.
(d) The net premium received from the sale of the Bonds, in the amount of $247,248.90
shall be applied as follows: (i) the sum of $103,398.90 shall be applied to pay costs of issuance incurred
in connection with the issuance of the Bonds, with any excess to be deposited into the Interest and Sinking
Fund, (ii) the sum of $60,000.00 shall be deposited into the Project Fund and counted against voted
authorization and (iii) the sum of $83,850.00 shall be applied to pay the Purchaser's discount. Therefore,
the voted authorization of Bonds which are being issued pursuant to the Election is $9,810,000 with the
balance of voted but unissued bonds authorized at the Election being $190,000. Accrued interest in the
amount of $29,306.05 shall be deposited into the Interest and Sinking Fund.
(e) The Issuer may place proceeds of the Bonds (including investment earnings thereon) and
amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds
Investment Act, Chapter 2256, Texas Government 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.
(f) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
(g) The Mayor, the Mayor Pro Tem, the City Manager, the Director of Finance and the City
Clerk, individually or jointly, 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,
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acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer such
documents, certificates and 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 Letter of Representations, 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
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, 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 City.
(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 City 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
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contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary
liability or charge against the officers, employees or trustees of the City or the Council.
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.
"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 certain updated financial information and operating data pertaining to the Issuer, being
the following: (i) the Issuer's annual financial audit report; and (ii) the information found under the
tables numbered 1, 2, 10, 11, 12, 15 and 20 of Appendix A to the Official Statement for the Bonds.
The Issuer will update and provide the information in the foregoing tables within six months after
the end of each fiscal year ending in and after 2017. The Issuer will additionally provide its annual
financial audit report when and if available and, in any event, within 12 months after the end of
each fiscal year ending in or after 2017. If the annual financial audit report is not complete within
12 months after any such fiscal year end, then the Issuer will 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 statements becomes available.
(ii) Any financial information so to be provided shall be (i) prepared in accordance with
the accounting principles described in the financial statements of the Issuer appended to the
Official Statement, or such other accounting principles as the Issuer may be required to employ
from time to time pursuant to state law or regulation, and (ii) audited, if the Issuer commissions an
audit of such statements and the audit is completed within the period during which they must be
provided.
(iii) 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. All documents provided
to the MSRB shall be accompanied by identifying information as prescribed by the MSRB.
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(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner (but not in excess of ten business days after the occurrence of the event) of any
of the following events with respect to the Bonds, if such event is material within the meaning of
the federal securities laws: (1) non - payment related defaults; (2) modifications to rights of
Bondholders; (3) Bond calls; (4) release, substitution, or sale of property securing repayment of
the Bonds; (5) the consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, 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; and (6) appointment of a successor or additional trustee or the change of name of a trustee.
(ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner (but not in excess of ten business days after the occurrence of the event) of any
of the following events with respect to the Bonds, without regard to whether such event is
considered material within the meaning of the federal securities laws: (1) principal and interest
payment delinquencies; (2) unscheduled draws on debt service reserves reflecting financial
difficulties; (3) unscheduled draws on credit enhancements reflecting financial difficulties; (4)
substitution of credit or liquidity providers, or their failure to perform; (5) adverse tax opinions or
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;
(6) tender offers; (7) defeasances; (8) rating changes; and (9) bankruptcy, insolvency, receivership
or similar event of an obligated person.
(iii) 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 (b) of this Section
by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with
respect to the 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 Bonds
no longer to be outstanding.
(ii) 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.
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(iii) 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, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise
limit the duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide
notices to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with
respect to the Bonds in accordance with the Rule as amended. 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. 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. 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.
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
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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 a majority in
principal amount of then outstanding Bonds that are the subject of a 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: (i) make any
change in the maturity of any of the outstanding Bonds; (ii) reduce the rate of interest borne by any of the
outstanding Bonds; (iii) reduce the amount of the principal payable on any outstanding Bonds; (iv) modify
the terms of payment of principal or of interest on outstanding Bonds or any of them or impose any
condition with respect to such payment; or (v) 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.
Such 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 such notice the Issuer shall receive an
instrument or instruments executed by the holders of a majority in 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 notice, 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 such 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 a majority
in aggregate 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. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, 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 15. 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
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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.
Section 16. 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.
PASSED AND ADOPTED on this 24th day of July, 2017.
A -0 &ho?a
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Steve J. lifford, ., Mayor
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Ellis, City C
A ED AS TO FORM:
nie H. Harris, City Attorney
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