2022-048 - Issuance of General Obligation Pension Bonds Taxable Series 2022ORDINANCE NO. 2022-048
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
PENSION BONDS, TAXABLE SERIES 2022; PROVIDING FOR THE SECURITY FOR
AND PAYMENT OF SAID BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF VARIOUS AGREEMENTS RELATED TO SAID BONDS; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
WHEREAS, pursuant to Chapter 107, the City is authorized to issue its bonds which are
payable from the proceeds of an ad valorem tax levied, within the limits prescribed by law, on all
taxable property within the City, for the purpose of funding all or any part of an unfunded,
accrued liability of the City to a public pension fund as determined by actuarial analysis; and
WHEREAS, the City established the PFRRF pursuant to Vernon's Texas Civil Statutes,
Article 6243e, as amended, also known as the Texas Local Fire Fighters Retirement Act; and
WHEREAS, the PFRRF is a municipal retirement plan qualified under section 401(a) of
the Code to provide retirement, disability and death income benefits to provide periodic income
to firefighters and survivors during retirement, disability or death, and qualifies as a "public
pension fund" under Chapter 107; and
WHEREAS, pursuant to the provisions of Chapter 107, prior to the adoption of this
Ordinance, (i) the Council adopted a resolution approving the Pension Obligation Agreement,
(ii) the PFRRF Board adopted a resolution approving the Pension Obligation Agreement and
(iii) the Pension Obligation Agreement was fully executed by the parties thereto; and
WHEREAS, the Bonds shall be payable from the proceeds of an ad valorem tax levied,
within the limits prescribed by law, on all taxable property located within the City; and
WHEREAS, the Council of the City hereby finds and determines that the issuance and
delivery of the Bonds is in the public interest and the use of the proceeds in the manner herein
specified constitutes a valid public purpose; and
WHEREAS, the bonds hereinafter authorized to be issued (the "Bonds") are to be issued,
sold and delivered pursuant to the general laws of the State (defined herein), including Texas
Local Government Code, Chapter 107, 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 date, hour, place
and subject of said meeting, including this Ordinance, was given, all as required by the
applicable provisions of Chapter 551, Texas Government Code;
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. RECITALS; AMOUNT; PURPOSE AND DESIGNATION OF THE
BONDS.
(a) 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.
(b) Bonds are hereby authorized to be issued and delivered in the maximum
aggregate principal amount hereinafter set forth for the Project.
(c) Each Bond issued pursuant to this Ordinance shall be designated: "CITY OF
PARIS, TEXAS, GENERAL OBLIGATION PENSION BOND, TAXABLE SERIES 2022,"
and initially there shall be issued, sold, and delivered hereunder one fully registered Bond,
without interest coupons, dated August 1, 2022, 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 Underwriter as described herein), 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 Exhibit A hereto 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 set forth in
Exhibit A hereto.
Section 2. DEFINITIONS. Unless otherwise expressly provided or unless the context
clearly requires otherwise in this Ordinance, the following terms shall have the meanings
specified below:
"Attorney General" means the Attorney General of the State.
"Authorized Officials" shall mean the Mayor, the Mayor Pro Tem, the City Manager, the
Director of Finance and the City Clerk of the City.
"Bonds" means the "City of Paris, Texas, General Obligation Pension Bonds, Taxable
Series 2022", authorized and issued pursuant to this Ordinance. The term "Bonds" as used in this
Ordinance shall mean and include collectively the Bonds initially issued and delivered pursuant
to this Ordinance and all substitute Bonds exchanged therefor, as well as all other substitute
Bonds and replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the
Bonds, unless the context clearly indicates otherwise in connection with the use of the term
"Bonds".
"Chapter 107" means Chapter 107, Texas Local Government Code, as amended.
"City" means the City of Paris, Texas.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" means the Comptroller of Public Accounts of the State.
"Council" means the City Council of the City of Paris, Texas.
"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.
"Delivery Date" means date of delivery of the Bonds to the Underwriter, which is
anticipated to occur on September 8, 2022.
"DTC" means The Depository Trust Company of New York, New York.
"Outstanding", when used in this Ordinance with respect to the Bonds, means, as of the
date of determination, all Bonds theretofore sold, issued and delivered by the City, except:
(1) those Bonds cancelled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such Bonds;
(2) those Bonds paid or deemed to be paid in accordance with the provisions
hereof; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and
replacement Bonds have been registered and delivered in lieu thereof.
"Paying Agent/Registrar" means, initially, BOKF, NA, Dallas, Texas.
"Pension Obligation Agreement" means the written agreement between the Council and
the PFRRF Board, dated and effective on August 8, 2022, that states the amount of the Unfunded
Liability and the date or dates on which the PFRRF will accept the net proceeds of the Bonds in
payment of all or a portion of the Unfunded Liability.
"Permitted Investments" means any security or obligation or combination thereof
permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as
amended, or other applicable law.
"PFRRF" means the Paris Firefighters' Relief and Retirement Fund.
"PFRRF Board" means the Board of Trustees of the PFRRF, the governing body of the
PFRRF that has (i) fiduciary responsibility for assets of the PFRRF and (ii) the duty to oversee
the investment and expenditure of the assets of the PFRRF.
"Project" means the funding of all or a portion of the Unfunded Liability and the payment
of costs of issuance of the Bonds.
"State" means the State of Texas.
"Underwriter" means FHN Financial Capital Markets, the initial purchaser of the Bonds.
"Unfunded Liability" means the unfunded, accrued liability of the City to the PFRRF, as
determined by actuarial analysis.
Section 3. REDEMPTION PROVISIONS.
(a) Optional Redem2tion. The Bonds are subject to optional redemption as set forth
in the Form of Bond attached hereto as Exhibit A.
[(b) Mandatoi Redem �ti ion. The Bonds are subject to mandatory sinking fund
redemption as set forth in the Form of Bond attached hereto as Exhibit A.]
[(c)] Notice of Redem . tion. At least thirty days prior to the date fixed for any
redemption of Bonds, or portions thereof, prior to maturity, the City shall cause written notice of
such redemption to be sent by United States mail, first class, postage prepaid, to each Registered
Owner of a Bond to be redeemed, in whole or in part, at the address of the Registered Owner
appearing on the registration books of the Paying Agent/Registrar at the close of business on the
business day next preceding the date of mailing of such notice. All notices of redemption so
mailed shall be conclusively presumed to have been duly given irrespective of whether received
by the Registered Owner.
[(d)] Firm Banking and Finangial Arrangements. By the date fixed for any prior
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 redeemed. If written
notice of redemption is mailed and if due provision for such payment is made, all as provided
above, the Bonds or portions thereof that are to be redeemed shall automatically 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
having the same maturity date, bearing interest at the same rate, in an Authorized Denomination,
at the written request of the Registered Owner, and in an 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 City.
[(e)] Bonds � . If less than all Bonds of the same maturity
e $.glection of for Redem tion
are to be redeemed on a redemption date, the Paying Agent/Registrar shall randomly select by lot
the Bonds within such maturity to be redeemed.
[(f)] Conditional Notice ofReq_q tion. 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 City,
be conditional upon the satisfaction of such prerequisites and receipt of suchmoney 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
City 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. CHARACTERISTICS OF THE BONDS.
(a) AjjpQjgtment of Pay ink Agent/Registrar. The City hereby appoints the Paying
Agent/Registrar to serve as paying agent and registrar for the Bonds. The Mayor and Mayor Pro
Tem are each authorized and directed to execute and deliver in the name and under the corporate
seal and on behalf of the City 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 City 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 City 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 City 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 City 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 City 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 Exhibit A hereto. Each
substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
(c) Authentication. Except as provided in subsection 0) 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 City 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.
(d) Payment of Princi: al and Interest. The City 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 City 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 City. 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 City 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 City'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 City to make payments of principal and
interest pursuant to this Ordinance.
(i) Paying_Agent/Registrar. The City covenants with the registered owners of the
Bonds that at all times while the Bonds are outstanding the City 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.
(g) Substitute Paying Agent/Re<�istrar. The City 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 City 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 City. Upon any change in the Paying
Agent/Registrar, the City 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.
(h) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially
issued to the Underwriter 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 DTC, and except as provided in subsections 0) and (k)
of this Section, all of the outstanding Bonds shall be registered in the name of Cede & Co., as
nominee of DTC.
(i) Blanket Issuer Letter of Representations. The previous execution and delivery of
the Blanket Issuer Letter of Representations with respect to obligations of the City 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 Blanket Issuer Letter of
Representations is hereby incorporated herein and its provisions shall prevail over any other
provisions of this Ordinance in the event of conflict.
0) Bonds Re stered in the Name of Cede & Co. With respect to Bonds registered in
the name of Cede & Co., as nominee of DTC, the City 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 City 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.
(k) Successor Securities Delosito ; Transfers Outside Book -Ent w -Only S stem. In
the event that the City determines that DTC is incapable of discharging its responsibilities
described herein and in the representation letter of the City 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 City 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.
(1) 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 City to DTC.
(m) 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, and executed,
(vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered
and the Paying Agent/Registrar and the City 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 Exhibit A hereto. 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 Exhibit A hereto.
(n) Cancellation of Initial Bond. On the Delivery Date, one initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
Underwriter or its designee, executed by manual or facsimile signature of the Mayor or Mayor
Pro Tem and City Clerk, approved by the Attorney General, and registered and manually signed
by the Comptroller, will be delivered to the Underwriter or its designee. Upon payment for the
initial Bond, the Paying Agent/Registrar shall insert the date of initial delivery of the bonds on
Bond No. T-1, cancel the initial Bond and deliver to DTC on behalf of the Underwriter 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.
Section 5. FORM OF BONDS. The form of the Bond, 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 to be attached only to
the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially in the form provided in Exhibit A hereto, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
Section 6. TAX LEVY.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established
and maintained by the City as a separate fund or account and the funds therein shall be deposited
into and held at an official depository bank of said City. Said Interest and Sinking Fund shall be
kept separate and apart from all other funds and accounts of said City, 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 City 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 City, 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 City, 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 City 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 City under this Section, and is therefore valid, effective, and
perfected. Should State 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 City under
this Section is to be subject to the filing requirements of Chapter 9, Business and Commerce
Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge,
the City agrees to take such measures as it determines are reasonable and necessary under State
law to comply with the applicable provisions of Chapter 9, Texas Business and Commerce Code
and enable a filing of a security interest in said pledge to occur.
Section 7. 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 below, when payment of the principal of sucli 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 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 City
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 City 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 subsections (a)(i) or (ii) of this Section shall not be
irrevocable, provided that (1) in the proceedings providing for such payment arrangements, the
City 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 City also 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 City, or
deposited as directed in writing by the City. 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 subsections (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 City or deposited as directed in writing by the City.
(c) 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 City shall make proper arrangements to
provide and pay for such services as required by this Ordinance.
(d) In the event that the City 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 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Rep, lacement 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) AMIlication for Relacement 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 City 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 City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond. 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 which is then
continuing in the payment of the principal of or interest on the Bond, the City 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) Char�q 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 City 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 Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement bond without necessity of further action by the governing body of the City
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 this Ordinance
for Bonds issued in conversion and exchange for other Bonds.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS; CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL; ATTORNEY GENERAL FILING FEE;
APPROPRIATION.
(a) The Mayor and Mayor Pro Tem of the City are each 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 and their registration by the Comptroller. Upon
registration of the Bonds the Comptroller (or a deputy designated in writing to act for the
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Bond.
The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may,
at the option of the City, 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 Underwriter to accept delivery of the Bonds is subject to the
Underwriter being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the City, which opinion shall be dated as of and delivered on the
Delivery Date. The engagement of such firm as bond counsel to the City in connection with
issuance, sale and delivery of the Bonds is hereby approved and confirmed.
(c) 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.
(d) In accordance with the provisions of Section 1202.004, Texas Government Code,
in connection with the submission of the Bonds to the Attorney General for review and approval,
a statutory fee (an amount equal to 0.1% principal amount of the Bonds, subject to a minimum of
$750 and a maximum of $9,500) is required to be paid to the Attorney General upon the
submission of the transcript of proceedings for the Bonds. The City hereby authorizes and
directs that a check in the amount of the Attorney General filing fee for the Bonds, made payable
to the "Texas Attorney General," be promptly furnished to the City's Bond Counsel, for payment
to the Attorney General in connection with his review of the Bonds.
Section 10. SALE OF BONDS; APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to the Underwriter for the
purchase price of $ (representing the aggregate principal amount of the Bonds, plus a [net]
reoffering premium of $ , less an underwriter's discount of $ The Bonds shall
initially be registered in the name of the Underwriter or its designee.
(b) The Bonds are sold pursuant to the terms and provisions of a Bond Purchase
Agreement, in substantially the form presented at this meeting, which the Mayor and Mayor Pro
Tem are hereby authorized to execute and deliver. It is hereby officially found, determined and
declared that the terms of this sale are the most advantageous reasonably obtainable to the City.
(c) The City hereby approves the form and content of the Official Statement relating
to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution
of such Official Statement in the reoffering of the Bonds by the Underwriter in final form, with
such changes therein or additions thereto as any Authorized Official may deem advisable. The
distribution and use of the Preliminary Official Statement prior to the date hereof is hereby
ratified and confirmed.
(d) The Authorized Officials, 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, acknowledge and deliver in the name and under
the corporate seal and on behalf of the City 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 Blanket Issuer Letter of Representations, the Bonds and the
sale of the Bonds. In addition, prior to the delivery of the Bonds, the Authorized Officials are
each hereby authorized and directed to approve any changes or corrections to this Ordinance or
to any of the documents authorized and approved by this Ordinance: (i) in order to cure any
ambiguity, formal defect, or omission in this Ordinance or such other document, or (ii) as
requested by the Attorney General or his representative to obtain the approval of the Bonds by
the Attorney General. 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. COMPLIANCE WITH RULE 15c2 1.2.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a° (a) debt obligation; (b) derivative instrument
entered into in connection with, or pledged as security or a source of payment
for, an existing or planned debt obligation; or (c) a guarantee of the foregoing (a)
and (b). The to Financial Obligation does riot include any municipal securities
as to which a final official statement has been provided to the Municipal
Securities Rulemaking Board consistent with the Rule.
"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 City shall provide annually to the MSRB, in the electronic format
prescribed by the S. certain updated financial information and operating data
pertaining to the City, being the following: (i) the City's annual financial audit report;
and (ii) the information found in tables numbered 1, 2, 10, 11, 12, 15 and 20 in
Appendix A to the Official Statement for the Bonds. The City will update and provide
the information in the numbered tables within six months after the end of each fiscal
year ending in and after 2022 and, if not submitted as part of such annual financial
information, the City will provide its audited financial statements when and if available,
and in any event, within 12 months after the end of each fiscal year ending in and after
2022. Ifthe audit of such financial statements is not complete within 12 months after
any such fiscal year end, then the City 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. Any such financial
statements will be prepared in accordance with the accounting principles described in
Appendix D to the Official Statement or such other accounting principles as the City
may be required to employ from time to time pursuant to State law or regulation.
(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
City appended to the Official Statement, or such other accounting principles as the City
may be required to employ from time to time pursuant to state law or regulation, and (ii)
audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided.
(iii) If the City 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 City
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.
(c) Event Notices.
(i) The City 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;
(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 City;
(13) The consummation of a merger, consolidation, or acquisition involving
the City or the sale of all or substantially all of the assets of the City,
other than in the ordinary course of business, the entry into of 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;
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material;
(p 5) Incurrence of a Financial Obligation of the City, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the City, any of which affect security
holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms,
or other similar events under the terms of a Financial Obligation of tile
City, any of which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding
paragraph (12) is considered to occur when any of the following occur: the appointment
of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United
States Bankruptcy Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the City, or if such jurisdiction has been assumed by leaving the
existing governing body and officials or officers of tile City 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 City, and (b) the City intends the words used in the immediately
preceding paragraphs (t 5) and (16) and the definition of Financial Obligation in this
Section to have the same meanings as when they are used in the R-ule, as evidenced by
SEC Release No., 34 83885, datedAugust 20, 2018.
(ii) The City shall notify the MSRB, in a timely manner, of any failure by the
City to provide financial information or operating data in accordance with subsection
(b)(i) of this Section by the time required by such subsection.
(d) Lmitatioqs,.. Disclaimers, and Amendments.
(i) The City shall be obligated to observe and perform the covenants
specified in this Section for so long as, but only for so long as, the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City 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 City 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
City'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 City 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.
(iii) UNDER NO CIRCUMSTANCES SHALLTHE CITY BE MARLE'ro
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 CITY, 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 BELIMIT'ED TO AN ACTIONFOR MANDAMUS OR
SPECIFIC]PERFORMANCE.
(iv) No default by the City 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 City under federal and state
securities laws.
(y) Should the Rule be amended to obligate the City to make filings with or
provide notices to entities other than the MSRB, the City hereby agrees to undertake
such obligation with respect to the Bonds in accordance with the Rule as amended. The
provisions or this Section may be amended by the City 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 City, 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 City (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 City may also amend or repeal tile 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 City so amends the provisions or 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 tile reason for the
amendment and of the impact of any change in the type of financial infonnation or
operating data so provided.
Section 12. METHOD OF AMENDMENT. The City hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to -wit:
(a) The City may from time to time, without the consent of. any Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to
(i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the Registered Owners, (ii) grant additional rights or security for the benefit
of the Registered Owners, (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
Registered Owners, (y) 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 (iv) make
such other provisions in regard to matters or questions arising Linder this Ordinance as shall not
be materially inconsistent with the provisions of this Ordinance and that shall not, in the opinion
of nationally -recognized bond counsel, materially adversely affect the interests of the Registered
Owners.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in a
majority of the 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 City; provided, however, that without the consent of 100%
of the Registered Owners 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 the Bonds
necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the
proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
City shall receive an instrument or instruments executed by the Registered Owners of at least a
majority in aggregate principal amount of all of the Bonds then outstanding that are required for
the amendment (or 100% if such amendment is made in accordance with paragraph (b)), which
instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the City 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 City and all
Registered Owners of such affected Bonds shall thereafter be determined, exercised, and
enforced, subject in all respects to such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six months from the date of such consent and
shall be conclusive and binding upon all future Registered Owners of the same Bond during such
period. Such consent may be revoked at any time after six months from the date of said consent
by the Registered Owner who gave such consent, or by a successor in title, by filing notice with
the City, but such revocation shall not be effective if the Registered Owners the required amount
of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
(g) For the purposes of establishing ownership of the Bonds, the City shall rely solely
upon the registration of the ownership of such Bonds on the Registration Books kept by the
Paying Agent/Registrar.
Section 13. DEPOSIT OF PROCEEDS; USE OF PREMIUM; INVESTMENTS;
SECURITY OF FUNDS.
(a) Deposit of Proceeds. On the Delivery Date, proceeds from the sale of the Bonds
in the amount of $12,150,000.00 shall be deposited with the PFRRF pursuant to the terms of the
Pension Obligation Agreement.
(b) Use of Premium. The [net] premium received from the sale of the Bonds in the
amount of $ shall be applied as follows: (i) the sum of $ shall be applied to pay costs
of issuance incurred in connection with the issuance of the Bonds, including underwriter's
discount, with any excess to be deposited into the Interest and Sinking Fund, and (ii) the sum of
$ shall be deposited with the PFRRF pursuant to the terms of the Pension Obligation
Agreement.
(c) Investments. The City may place proceeds of the Bonds (including investment
earnings thereon) and amounts deposited into the Interest and Sinking Fund in Permitted
Investments.
(d) Security of Funds. 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 14. 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 (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, 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.
Section 15. REMEDIES FOR DEFAULT.
(a) Upon the happening of any Event of Default, then and in every case, any 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 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 Owners hereunder or any
combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then outstanding.
Section 16. REMEDIES NOT EXCLUSIVE.
(a) 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.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Ordinance, such 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 officials of the City or the Council.
Section 17. NO TAX EXEMPTION. The City does not intend to issue the Bonds in a
manner such that the Bonds would constitute obligations described in section 103(a) of the Code
and all applicable temporary, proposed and final regulations and procedures promulgated
thereunder or promulgated under the Internal Revenue Code of 1954, to the extent applicable to
the Code.
Section 18. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State and the United States of America.
Section 19. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 20. 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 Council.
Exhibit A
FORM OF BOND
(a) The form of the Bond, 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 only 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.
NO. R-® UNITED STATES OF AMERICA
PRINCIPAL
STATE OF TEXAS
AMOUNT
CITY OF PARIS, TEXAS,
$
GENERAL OBLIGATION PENSION BOND,
TAXABLE SERIES 2022
INTEREST DELIVERY MATURITY
RATE DATE DATE
CUSIP NO.
% September 8, 2022 June 15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, CITY OF PARIS, TEXAS, in Lamar
County, Texas (the "City"), being a political subdivision of the State of Texas, hereby promises
to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the
"registered owner") the principal amount set forth above, and to pay interest thereon from the
Delivery Date, on December 15, 2022, and on each June 15 and December 15 thereafter to the
maturity date specified above, or the date of redemption prior to maturity, at the interest rate per
annum specified above; 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 or converted
from 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, 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
City required by the ordinance authorizing the issuance of the Bonds (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 next 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 City. 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 payment at the principal corporate trust office of the Paying
Agent/Registrar. The City covenants with the registered owner of this Bond that on or before
each principal payment date and 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 any payment due 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 which 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 dated as of August 1, 2022, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $ for the public
purpose of (i) funding all or a portion of the City's unfunded, accrued liability to the Paris
Firefighters' Relief and Retirement Fund and (ii) paying the costs incurred in connection with the
issuance of the Bonds.
ON JUNE 15, 2031, or on any date thereafter, the Bonds may be redeemed prior to their
scheduled maturities, at the option of the City, 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 City (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.
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IN ADDITION TO THE FOREGOING OPTIONAL REDEMPTION, the Bonds
scheduled to mature on June 15 in each of the years 20_ and 20_ (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:
Term Bond Term Bond
Maturity: June 15, 20 Maturity: June 15, 20®
Mandatory Redemption Principal Mandatory Redemption _ Principal
Date Amount Date Amount
June 15, 20_ June 15, 20
June 15, 20_ June 15, 20
June 15, 20_ June 15, 20
June 15, 20_ June 15, 20
June 15, 20_* June 15, 20
* 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 City, by the principal amount of any Term Bonds which, at least
forty-five (45) days prior to a mandatory redemption date (1) shall have been acquired by the
City 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 City
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.
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 at the close of business on the day 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 which 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 which are to be so redeemed thereby
automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not
bear interest after the date fixed for redemption, and they shall not be regarded as being
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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 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 City, 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
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 may state that said redemption may, at the option of the City,
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 City 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.
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
amount of fully registered Bonds, without interest coupons, payable to the appropriate registered
owner, assignee or assignees, as the case may be, having any authorized denomination or
denominations 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 authorized denomination 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 City. 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 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
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any portion thereof called for redemption prior to maturity, within 30 days prior to its redemption
date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City 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 City, and have been pledged for such payment, within the
limits prescribed by law.
THE CITY ALSO 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 City, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Clerk of the City, and has caused the official seal of the City to be duly
impressed, or placed in facsimile, on this Bond.
City of Paris, Texas
Form of Pa�jng Agent/Re istrar's Authentication Certifcate.
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)
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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
which 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
LN
Authorized Representative
(c) Eorm 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
µµwww 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 Com ?trowller 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) Insertions for the Initial Bond.
(i) The initial Bond shall be in the form set forth in 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 (the "City"), being a political subdivision located in
Lamar County, 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 Amount Rate
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
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3035
2036
2037
2038
2039
2040
2041
2042
The City 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 Delivery Date at the respective Interest
Rate per annum specified above. Interest is payable on December 15, 2022, and 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."
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