26 - Refunding and Restructuring of General Obligation Redunding Bonds Series 2023Item No. 26
Memorandum
TO: Mayor, Mayor Pro Tem & City Council
FROM: Grayson Path, City Manager
Gene Anderson, Finance Director
SUBJECT: Refunding and Restructuring of GO Bonds Series 2013
DATE: September 25, 2023
In July 2013, the City issued $33,925,000.00 in General Obligation (GO) Bonds to replace aging
water and wastewater lines throughout the City. The term of the loan was 20 years with an option
to call the loan on December 15, 2023. The term "call" means the City can pay off the bond anytime
on or after the call date. The most common reason to call a bond issue is when interest rates have
fallen since the original bonds were issued and the new Refunding Bonds, carrying lower interest
rates, can replace the old Bonds. The lower interest rates reduce the annual debt service payments
without changing the final maturity date.
Another common reason that bonds are called is to restructure the original debt. In this scenario,
the payoff period of the refunding bonds can be shortened or extended depending upon the
situation.
On June 12, 2023, the City Council heard a presentation from our financial advisor regarding
several options to proceed. Those options are repeated here:
1. The City can issue Refunding Bonds while maintaining the original final maturity of
December 15, 2032. This option will reduce debt service by approximately $105,000/year
totaling $945,000 in total savings (present value savings of $804,000).
2. The City can issue Refunding Bonds to restructure the existing bonds by adding 10 years
to the final maturity. This will reduce the annual debt service by approximately
$1,000,000/year through fiscal year 2033, but will increase the total debt service by
approximately $4,250,000 (present value loss of $125,000) over the life of the bonds.
Staff recommended that the city council consider Option 2 because of the need to issue
additional debt to complete Phase II of the Wastewater Treatment Plant (WWTP) Project. We
believe by restructuring the Bonds there are significant advantages to rate payers, today, that
make this option worth pursuing. Under current market conditions we believe that the
approximate $1,000,000 reduction in existing debt service can then be applied towards the
Phase II WWTP Bonds. If we pursue this option, once the final numbers are known, we will
then revisit our upcoming scheduled wastewater rates and look to favorably adjust them. Since
we do not have final costs for Phase II, we are hesitant to state today what the exact impact
will be to our rate payers, but undoubtedly freeing up approximately $1,000,000 annually will
have a positive impact.
After considering the two options, the City Council authorized us to bring back documents
supporting Option #2 above once the 2013 GO Bond became eligible for calling.
STATUS OF ISSUE:
We have reached the time that the 2013 GO Bond can now be called. Andrew Friedman from
SAMCO Capital Markets is present tonight to provide you a presentation on this matter.
The City of Paris is still finalizing its FY21/22 Audit, therefore we are not prepared to issue the
new debt tonight, however, we are nearly complete and given we typically cancel some of our
council meetings due to holidays later this year, our financial advisors recommend that we utilize
an option under Texas Local Government Code Section 1207 authorizing the City Manager and
Finance Director to proceed with calling the bond once we are ready. This will allow us to act
anytime within the next 180 days, but preferably much sooner once the audit is complete.
BUDGET:
Please see the above Background and Status of Issue sections.
RECOMMENDATION:
Approve the ordinance to refund and restructure the 2013 GO Bond and authorize the City
Manager and Finance Director to complete when ready.
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
We, the undersigned officers of the City of Paris, Texas (the "City"), hereby certify as
follows:
1. The City Council (the "Council") of the City convened in a regular meeting on
September 25, 2023, at the designated meeting place, and the roll was cal led of the duly constituted
officers and members of the Council, to wit:
Reginald B. Hughes, Mayor
Mihir Pankaj, Mayor Pro Tem
Shatara Moore, Council Member
Gary Savage, Council Member
Rebecca Norment, Council Member
Clayton Pilgrim, Council Member
Rudy Kessel, Council Member
Janice Ellis, City Clerk
and all of said persons were present except _..... —-,thus
constituting a quorum. Whereupon, among other business the following was transacted at said
meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PARIS,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2023,
ESTABLISHING SALE PARAMETERS, PROVIDING FOR THE
SECURITY FOR AND PAYMENT OF SAID BONDS; AND ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting "Aye," except as noted below:
NAYS: ABSTENTIONS:
2. A . true, full and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting
pertaining to the passage of said Ordinance; the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and members of the Council as
indicated therein; that each of the officers and members of the Council was duly and sufficiently
notified officially and personally, in advance, of the time, place, and purpose of the aforesaid
meeting, and that said Ordinance would be introduced and considered for passage at said meeting,
and each of said officers and members consented, in advance, to the holding of said meeting for
such purpose; and that said meeting was open to the public, and public notice of the time, place,
and purpose of said meeting was given all as required by the Texas Government Code, Chapter
551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor and
City Clerk hereby declare that their signing of this certificate shall constitute the signing of the
attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED ON SEPTEMBER 25, 2023.
City Clerk
(City Sea])
Mayor
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PARIS, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2023, ESTABLISHING SALE
PARAMETERS, PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID
BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF LAMAR §
CITY OF PARIS §
WHEREAS, the City of Paris, Texas (the "City"), has previously issued, and there are
presently outstanding, obligations of the City payable from ad valorem taxes levied and to be
levied, assessed and collected within the City, within the limits prescribed by law, and from
waterworks and sewer system revenues; and
WHEREAS, the City now desires to refund all or part of the bonds described in
Schedule I attached hereto, collectively, the "Eligible Refunded Obligations", and those Eligible
Refunded Obligations designated by the Pricing Officer (hereinafter designated) in the Pricing
Certificate (defined herein) to be refunded are herein referred to as the "Refunded Obligations";
and
WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the
City to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other
available funds or resources, directly with a place of payment (paying agent) for the Refunded
Obligations, and such deposit, if made before such payment dates, shall constitute the making of
firm banking and financial arrangements for the discharge and final payment of the Refunded
Obligations; and
WHEREAS, the bonds hereafter authorized (the "Bonds") are being issued and delivered
pursuant to Chapter 1207; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the Bonds; and
WHEREAS, the City Council (the "Council") of the City hereby finds and determines
that it is a public purpose and in the best interests of the City to refund the Refunded Obligations
in order to restructure the City's outstanding debt service payments, notwithstanding that the
refunding produces a debt service loss to the City, and to delegate to the Pricing Officer the
authority to act on behalf of the City in selling and delivering the Bonds and setting the dates,
price, interest rates, interest payment periods and other procedures relating thereto, as hereinafter
specified, with such information and terms to be included in a pricing certificate (the "Pricing
Certificate") to be executed by the Pricing Officer, all in accordance with the provisions of
Section 1207.007, Texas Government Code, as amended; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public, and public notice of the 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) The Bonds are hereby authorized to be issued and delivered in the maximum
aggregate principal amount hereinafter set forth for the public purpose of providing funds to
refund a portion of the City's outstanding indebtedness, and to pay the costs incurred in
connection with the issuance of the Bonds.
(c) Each bond issued pursuant to this Ordinance shall be designated (unless otherwise
provided in the Pricing Certificate): "CITY OF PARIS, TEXAS, GENERAL OBLIGATION
REFUNDING BOND, SERIES 2023," and initially there shall be issued, sold, and delivered
hereunder fully registered Bonds, without interest coupons, payable to the respective registered
owners thereof (with the initial Bond being made payable to the Purchaser as described in
Section 11 hereof), or to the registered assignee or assignees of said bonds or any portion or
portions thereof (in each case, the "Registered Owner"). The Bonds shall be in the respective
denominations and principal amounts, shall be numbered, shall mature and be payable on the
date or dates in each of the years and in the principal amounts or amounts due at maturity, as
applicable, and shall bear interest to their respective dates of maturity or redemption, if
applicable, prior to maturity at the rates per annum, as set forth in the Pricing Certificate.
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" shall mean the Attorney General of the State.
"Bonds" shall mean the "City of Paris, Texas, General Obligation Refunding Bonds,
Series 2023", and includes all Bonds initially issued and delivered pursuant to this Ordinance and
all substitute Bonds and 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.
"Comptroller" shall mean the Comptroller of Public Accounts of the State.
"Council" shall mean the City Council of the City.
"Delivery Date" shall mean the date of delivery of the Bonds to the Purchaser thereof
against payment therefor.
"Purchaser" shall mean the initial purchaser of the Bonds designated by the Pricing
Officer in the Pricing Certificate.
"State" shall mean the State of Texas.
Section 3. DELEGATION TO PRICING OFFICER. (a) As authorized by Section
1207.007, Texas Government Code, the City Manager and the Director of Finance of the City are
each individually authorized to act on behalf of the City in selling and delivering the Bonds (of
which officers, the officer executing the Pricing Certificate shall be hereinafter referred to as, and
shall for all purposes be, the "Pricing Officer"), determining which of the Eligible Refunded
Obligations shall be refunded and carrying out the other procedures specified in this Ordinance,
including, determining the date of the Bonds, any additional or different designation or title by
which the Bonds shall be known, the price at which the Bonds will be sold, the years in which
the Bonds will mature, the principal amount to mature in each of such years, the rate of interest
to be borne by each such maturity, the interest payment and record dates, the price and terms, if
any, upon and at which the Bonds shall be subject to redemption prior to maturity at the option
of the City, as well as any mandatory sinking fund redemption provisions, approving
modifications or additions to the Rule 15c2-12 continuing disclosure undertaking, and all other
matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the
Refunded Obligations, including without limitation establishing the redemption date for and
effecting the redemption of the Refunded Obligations, determining any amounts to be
contributed to the refunding by the City and procuring municipal bond insurance and approving
modifications to this Ordinance and executing such instruments, documents and agreements as
may be necessary with respect thereto, if it is determined that such insurance would be
financially desirable and advantageous, all of which shall be specified in the Pricing Certificate,
provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed $22,500,000;
(ii) no Bond shall mature after December 15, 2043; and
(iii) the true interest cost of the Bonds shall not exceed 5.00%.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) above, which shall be
sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The delegation made hereby shall expire if not exercised by the
Pricing Officer on or prior to the date that is 180 days after the adoption of this Ordinance. The
Bonds shall be sold at such price, with and subject to such terms as set forth in the Pricing
Certificate.
(c) The Bonds may be sold by public offering (either through a negotiated or competitive
offering) or by private placement. If the Bonds are sold by private placement, the Pricing
Certificate shall so state, and the Pricing Certificate may make changes to this Ordinance to
effect such private placement, including the provisions hereof that pertain to the book -entry -only
procedures (including eliminating the book -entry -only system of registrations, payment and
transfers) and to the provisions of Section 13 hereof relating to the Rule 15c2-12 undertaking
(including eliminating or replacing such undertaking with an agreement to provide alternative
disclosure information).
(d) It is hereby found and determined that the refunding of the Refunded Obligations is
advisable and necessary in order to restructure the debt service requirements of the City. The
Refunded Obligations are subject to redemption, at the option of the City, and the Pricing Officer
is hereby authorized to cause all of the Refunded Obligations to be called for redemption on the
respective date or dates, and the proper notices of such redemption to be given, and in each case
at a redemption price of par plus accrued interest to the date(s) fixed for redemption. In
furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Pricing
Officer is further authorized to enter into and execute on behalf of the City with the escrow or
deposit agent named therein, an escrow agreement or deposit agreement, in substantially the
form presented to the Council at the meeting at which this Ordinance was adopted and as shall be
approved by the Pricing Officer, which escrow agreement or deposit agreement will provide for
the payment in full of the Refunded Obligations (the 'Escrow Agreement"). In addition, the
Pricing Officer is authorized to purchase such securities with proceeds of the Bonds, to execute
such subscriptions for the purchase of the United States Treasury Securities, State and Local
Government Series and to transfer and deposit such cash from available funds, as may be
necessary or appropriate for the escrow or deposit fund described in the Escrow Agreement.
(e) In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, the Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the final
terms of the Bonds set forth in this Ordinance is, and the decisions made by the Pricing Officer
pursuant to such delegated authority and incorporated into the Pricing Certificate will be, the
most advantageous reasonably available, and the Pricing Officer is hereby authorized to make
and include a finding to that effect in the Pricing Certificate.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Restration mmTransfer,
Conversion andExc�e. The City shall keep or cause to be kept at the designated office of the
bank named in the Pricing Certificate as the paying agent/registrar for the Bonds (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 as Exhibit A of this Ordinance. Each substitute Bond shall bear a
letter and/or number to distinguish it from each other Bond.
(b) Authentication. Except as provided in Section 4(e) hereof, 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.
(c) Parent of Bonds 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.
(d) Substitute 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. The City reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 50 days written notice to the Paying
Agent/Registrar, to be effective not later than 45 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. 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.
()mmmmmmmmmmmmmmmmmmmITITmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm'mIT mmcs oftheBonds. The Bonds (i) shall be issued in fully
e General Characteristics
registered form, without interest coupons, with the principal of and interest on such Bonds to be
payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled
maturities (notice of which shall be given to the Paying Agent/Registrar by the City at least 35
days prior to any such redemption date), (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 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 as Exhibit A of this
Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required
to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond
issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the
Paying Agent/Registrar shall execute the Paying Agent/registrar's Authentication Certificate, in
the FORM OF BOND set forth as Exhibit A of this Ordinance.
(f) Book -Entre Only' System. Unless the Bonds are sold by private placement, the
Bonds issued in exchange for the Bonds initially issued to the Purchaser shall be initially issued
in the form of a separate single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co.,
as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in
subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
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.
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.
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.
(g) Successor. Securities De osito „y:Transfers Outside Book -Entry -Only System. If the
Bonds are subject to the DTC book -entry system, and 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.
(h) PamLents 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.
(i) 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 Purchaser
or its designee, executed by manual or facsimile signature of the Mayor and the City Clerk,
approved by the Attorney General, and registered and manually signed by the Comptroller, will
be delivered to the Purchaser or its designee. If the Bonds are sold subject to the book -entry
system of DTC, then upon payment for the initial Bond(s), the Paying Agent/Registrar shall
insert the Delivery Date on the initial Bond(s), cancel each of the initial Bond(s) and deliver to
DTC on behalf of the 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.
0) Conditional Notice of RedMption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to
be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such
notice of redemption, such notice 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.
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, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance. The Form of Bond as it appears in
Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate the
information set forth in the Pricing Certificate, but it is not required for the Form of Bond to be
reproduced as an exhibit to the Pricing Certificate.
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, Texas 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 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 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 subsection 8(a)(i) or (ii) 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 subsection 8(a)(i) or (ii). 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) Unless defined otherwise in the Pricing Certificate, 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 City shall make proper arrangements to
provide and pay for such services as required by this Ordinance.
(e) 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) 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) A :plication.., forw_R� placement 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) 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 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 Relacement 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 Section 4(b)
of 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 AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED . The Mayor of the City (or, in the absence of the Mayor, the
Mayor Pro Tem) 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, 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.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS. a Covenants. The City 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 Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the City 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 City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(ii) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" 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;
(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 refunding bond, for a period of 90 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);
(viii) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(ix) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City 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). It is the understanding of the City that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the City 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 City 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 City hereby authorizes and
directs the Mayor, the Mayor Pro Tem, the City Clerk and each Pricing Officer, individually or
jointly, to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the City, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
(d) Dislosition of Projects. The City covenants that the property constituting the
projects financed with the Refunded Obligations will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City of cash or other compensation, unless any action
taken in connection with such disposition will not adversely affect the tax-exempt status of the
Bonds. For purpose of the foregoing, the City may rely on an opinion of nationally -recognized
bond counsel that the action taken in connection with such sale or other disposition will not
adversely affect the tax-exempt status of the Bonds. For 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 City shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
Section 11. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions of Section 1 and Section 3 and pursuant to the terms and
provisions of a bond purchase agreement, notice of sale and bidding instructions or private
placement agreement (collectively and individually, the "Purchase Agreement"), each of which
the Pricing Officer is hereby authorized to execute and deliver and in which the Purchaser shall
be designated. The Bonds shall initially be registered in the name of the Purchaser, unless
otherwise set forth in the Pricing Certificate.
(b) The Pricing Officer is hereby authorized, in the name and on behalf of the City, to
approve the distribution and delivery of a preliminary official statement and a final official
statement relating to the Bonds to be used by the Purchaser in the marketing of the Bonds, if
applicable.
Section 12. FURTHER PROCEDURES; ENGAGEMENT OF BOND COUNSEL;
ATTORNEY GENERAL FILING FEE; APPROPRIATION. (a) The Mayor, the Mayor Pro
Tem, the City Clerk and each Pricing Officer, 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 a Letter of Representations with DTC
regarding the Book -Entry -Only System, a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar, the Purchase Contract between the City and the Purchaser, if any, all forms and
documents necessary to ensure the interest on the Bonds is exempt from federal income taxation,
and all other instruments, whether or not herein mentioned, as may be necessary or desirable in
order to carry out the terms and provisions of this Ordinance and the Bonds. In addition, prior to
the Delivery Date, the Mayor, the Mayor Pro Tem, the City Clerk and each Pricing Officer, 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. 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 Representation is hereby incorporated herein and its provisions shall prevail over any
other provisions of this Ordinance in the event of conflict. The Mayor and City Clerk shall sign
each Bond, including the initial Bond(s), with their manual or facsimile signatures, and the
official seal of the City shall be duly impressed, or placed in facsimile, on each Bond. 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.
(b) The obligation of the Purchaser to accept delivery of the Bonds is subject to the
Purchaser 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 (as determined by the
Pricing Certificate) 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 Bond by the Attorney General for review and approval, a
statutory fee (an amount equal to 0.1% principal amount of the Bond, 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 Bond, 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 13. COMPLIANCE WITH RULE 15c2-12. (a) If the Bonds are sold by public
offering, and are subject to the Rule (as defined below), the following provisions shall apply,
unless modified by the Pricing Officer in the Pricing Certificate:
(i) 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 term Financial Obligation does
not include any municipal securities as to which a final official statement has been provided to
the MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(ii) Annual Reports. (A) The City shall provide annually to the MSRB, within the
timeframe set forth in the Pricing Certificate, in the electronic format prescribed by the MSRB,
certain updated financial information and operating data pertaining to the City, being the
information described in the Pricing Certificate.
(B) Any financial information described in the Pricing Certificate 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. If the audit of such financial statements is not completed
within the period set forth in the Pricing Certificate, then the City shall provide unaudited
financial information of the type described in the Pricing Certificate within such period, and
audited financial statements for the applicable fiscal year to the MSRB, when and if the audit
report on such statements becomes available.
(C) 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.
(D) All financial information, operating data, financial statements and notices required
by this Section to be provided to the MSRB shall be provided in an electronic format and be
accompanied by identifying information prescribed by the MSRB. 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 document (including an official
statement or other offering document) available to the public on the MSRB's Internet Web site or
filed with the SEC.
(iii) Eyent.Notices. 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; and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material;
(15) 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 the 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
the 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 (15) and (16) and the definition of Financial Obligation in
this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC
Release No. 34-83885, dated August 20, 2018.
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 (a)(ii) of this Section by
the time required by subsection (a)(ii).
(iv) Limitations, Disclaimers and Amendments. (A) 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 the Bonds no longer to be outstanding.
(B) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The 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.
(C) UNDER NO CIRCUMSTANCES SHALL THE CITY 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 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 BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(D) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of
this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
(E) The provisions of 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. If the City so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection
(b) of this Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided. The
City 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.
(b) If the Bonds are sold by private placement, the Pricing Officer may agree to
provide for an undertaking in accordance with the Rule or may agree to provide other public
information to the Purchaser as may be necessary for the sale of the Bonds on the most favorable
terms to the City.
Section 14. 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, (v) 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 under 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 15. REDEMPTION OF REFUNDED OBLIGATIONS. (a) Subject to
execution and delivery of the Purchase Agreement with the Purchaser, the City hereby directs
that the Refunded Obligations be called for redemption on the dates and at the prices set forth in
the Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to
be issued the Notice of Redemption of the Refunded Obligations in substantially the form set
forth in Exhibit B attached hereto to the paying agent for the Refunded Obligations. The Notice
of Redemption of the Refunded Obligations as it appears in Exhibit B shall be completed,
amended and modified by Bond Counsel to incorporate the information set forth in the Pricing
Certificate, but it is not required for the Notice of Redemption of the Refunded Obligations to be
reproduced as an exhibit to the Pricing Certificate.
(b) The paying agent/registrar for the Refunded Obligations is hereby directed to provide
the appropriate notice of redemption as required by the Refunded Obligations and is hereby
directed to make appropriate arrangements so that the Refunded Obligations may be redeemed
on the redemption date.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any
maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar
for the Refunded Obligations to designate at random and by lot which of the Refunded
Obligations will be payable from and secured solely from ad valorem taxes of the City pursuant
to the ordinance of the City authorizing the issuance of such Refunded Obligations (the
"Refunded Obligation Ordinance"). For purposes of such determination and designation, all
Refunded Obligations registered in denominations greater than $5,000 shall be considered to be
registered in separate $5,000 denominations. The paying agent/registrar shall notify by first-
class mail all registered owners of all affected bonds of such maturities that: (i) a portion of such
bonds have been refunded and are secured until final maturity solely with cash and/or
investments maintained by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all
affected bonds of such maturities registered in the name of such registered owner that have been
refunded and are payable solely from cash and/or investments in the Escrow Fund and the
remaining principal amount of all affected bonds of such maturities registered in the name of
such registered owner, if any, have not been refunded and are payable from and secured by ad
valorem taxes of the City as described in the Refunded Obligation Ordinance, (iii) the registered
owner is required to submit his or her Refunded Obligations to the paying agent/registrar, for the
purposes of re -registering such registered owner's bonds and assigning new CUSIP numbers in
order to distinguish the source of payment for the principal and interest on such bonds, and (iv)
payment of principal of and interest on such bonds may, in some circumstances, be delayed until
such bonds have been re -registered and new CUSIP numbers have been assigned as required by
(iii) above.
(d) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their respective maturity or redemption dates shall be from the funds deposited
with the Escrow Agent, pursuant to the Escrow Agreement, or pursuant to such other
arrangement determined by the Pricing Officer in the Pricing Certificate.
Section 16. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State and the United States of America.
Section 17. 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 18. 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 19. 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 20. 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 21. 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.
SCHEDULEI
SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS
City of Paris, Texas, General Obligation Bonds, Series 2013
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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 and with the Bonds to be completed with information set forth in the Pricing
Certificate. The Form of Bond as it appears in this Exhibit A shall be completed, amended and
modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate, but
it is not required for the Form of Bond to be reproduced as an exhibit to the Pricing Certificate.
NO. R-_ UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF PARIS, TEXAS, $
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2023
INTEREST DATED DELIVERY MATURITY
RATE DATE DATE DATE CUSIPm NO,
% , 2023 , 2023 [December 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
[Dated Date / Delivery Date, on June 15, 2024, and on each December 15 and June 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 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 [ , 2023], authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of FOR THE PURPOSE OF
PROVIDING FUNDS TO REFUND A PORTION OF THE CITY'S OUTSTANDING
OBLIGATIONS.
ON [DECEMBER 15, 20], 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, THE BONDS scheduled to mature on [December 15], 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
Maturity: [December 15], 20
Mandatory Redemption Principal
Date Amount
[December 15], 20_
[December 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 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
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
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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
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
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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 Clerk
City of Paris, Texas
(City Seal)
Mayor
City of Paris, Texas
(b) Form of Payjng.Ag nt/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
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.
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Dated:[..............._._._._.__..............._.__.........1 1
[ , Texas,
Paying Agent/Registrar
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.
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 RestrationmCertificatemmof theITComoller 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.
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Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
(e) Insertions for theIT 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:
"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 [December 15] in each of the years, in the
principal installments and bearing interest at the per annum rates set forth in the following
schedule:
Maturity Principal Interest
Date
�Amount...................Rate
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
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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 [Dated Date / Delivery Date] at the
respective Interest Rate per annum specified above. Interest is payable on [June 15, 2024 and on
each December 15 and June 15] thereafter to the date of payment of the principal installment
specified above, or the date of redemption prior to maturity; except, that if this Bond is required
to be authenticated and the date of its authentication is later than the first Record Date
(hereinafter defined), such principal amount shall bear interest from the interest payment date
next preceding the date of authentication, unless such date of authentication is after any Record
Date but on or before the next following interest payment date, in which case such principal
amount shall bear interest from such next following interest payment date; provided, however,
that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which
this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from
the date to which such interest has been paid in full."
(C) The initial Bond shall be numbered 7-1."
FEW
Exhibit B
NOTICE OF DEFEASANCE AND REDEMPTION
[CITY OF PARIS, TEXAS
(LAMAR COUNTY, TEXAS)
NOTICE IS HEREBY GIVEN that the City of Paris, Texas (the "City") has called for early
redemption the outstanding obligations of the City described as follows:
City of Paris, Texas, General Obligation Bonds, Series 2013 (the "Series 2013
Bonds"), maturing on December 15 in the years and in the amounts shown below.
Such Series 2013 Bonds have been called for redemption on [December 15, 2023]
(the "Redemption Date") at the redemption price of par and accrued interest to the
Redemption Date (the "Redemption Price"):
Maturity
Principal
CUSIP
Date
Amount
Number
2024
$ 2,010,000
69989IMTI
2025
2,100,000
699891 MU8
2026
2,185,000
699891MV6
2027
2,275,000
699891MW4
2028
2,380,000
699891MX2
2029
2,490,000
699891M -YO
2030
2,600,000
699891MZ7
2031
2,720,000
69989INAl
2032
2,850,000
699891NB9
aggregating [$21,610,000] in principal amount. On [December 15, 2023], funds were deposited
with the Deposit Agent for the Series 2013 Bonds, in an amount sufficient to redeem the Series
2013 Bonds on the Redemption Date, and such Series 2013 Bonds shall be paid from amounts
held in a deposit account administered by the deposit agent, until the Redemption Date, when the
Redemption Price shall be paid upon presentation of the Series 2013 Bonds to the paying
agent/registrar thereof.
Upon presentation of the Series 2013 Bonds at the paying agent/registrar on the Redemption
Date, the holder thereof shall be entitled to receive the Redemption Price, and thereafter the
Series 2013 Bonds shall no longer bear interest.
CITY OF PARIS, TEXAS]
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