2025-012 - Authorizing the issuance and sale of city of Paris Texas tax notes, Series 2025; providing for the payment of said notes; approves the official statementORDINANCE NO. 2025-012
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PARIS,
TEXAS, TAX NOTES, SERIES 2025; PROVIDING FOR THE PAYMENT OF SAID
NOTES; APPROVING THE OFFICIAL STATEMENT; PROVIDING AN EFFECTIVE
DATE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF LAMAR §
CITY OF PARIS §
WHEREAS, the City Council (the "Council") of the City of Paris, Texas (the "City")
hereby finds and determines that it is necessary, useful and appropriate for the City's public
purposes to authorize and provide for the issuance and sale of a note of the City for the purposes
hereinafter set forth, as authorized by Chapter 1431, 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 time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Texas Government Code,
Chapter 551;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF PARIS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE NOTES. The recitals
set forth in the preamble hereof are incorporated herein and shall have the same force and effect
as if set forth in this Section. The City of Paris, Texas, Tax Notes, Series 2025 (the "Notes") are
hereby authorized to be issued and delivered in the aggregate principal amount of $3,995,000 for
the purpose of paying all or a portion of the City's contractual obligations incurred in connection
with (i) the purchase and equipment of an Aerial Apparatus, Pumper Truck, Brush Truck and
Command Vehicle; (ii) the purchase and equipment of a Rescue Dive Boat; (iii) the purchase of
materials, supplies and equipment including Breathing Apparatus Equipment; (iv) the purchase of
a tractor and mower for the Code Enforcement department; (v) the purchase of vehicles and
equipment for the police department; (vi) the purchase of vehicles and equipment for the
Emergency Medical Services department; (vii) paying fees for legal, fiscal, engineering,
architectural and other professional services in connection with such projects (collectively, the
"Projects"); and (viii) paying the costs incurred in connection with the issuance of the Notes.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES AND INTEREST RATES OF NOTES. Each Note issued pursuant to this
Ordinance shall be designated: "CITY OF PARIS, TEXAS, TAX NOTE, SERIES 2025," and
initially there shall be issued, sold, and delivered hereunder one fully registered Note, without
interest coupons, dated July 1, 2025, in the principal amount stated above and in the denominations
hereinafter stated, numbered T-1, with Notes issued in replacement thereof being in the
denominations and principal amounts hereinafter stated and numbered consecutively from R-1
upward, payable to the respective Registered Owners thereof (with the initial Note being made
payable to the Purchaser (defined below) as described in Section 10 hereof), or to the registered
assignee or assignees of said Notes or any portion or portions thereof (in each case, the "Registered
Owner"), and said Notes shall mature and be payable on the Maturity Dates and in the Principal
Amounts, respectively, and shall bear interest from the date set forth in the Form of Note set forth
in Exhibit A to this Ordinance to their respective dates of maturity at the rates per annum, as set
forth in the schedule included in the Form of Note in Exhibit A hereto.
The Notes shall not be subject to redemption prior to maturity.
The term "Notes" as used in this Ordinance shall mean and include collectively the Notes
initially issued and delivered pursuant to this Ordinance and all substitute Notes exchanged
therefor, as well as all other substitute Notes and replacement Notes issued pursuant hereto, and
the term "Note" shall mean any of the Notes.
Section 3. CHARACTERISTICS OF THE NOTES.
(a) Registration, Transfer, Conversion and Exchange, Authentication. The City shall
keep or cause to be kept at the principal corporate trust office of BOKF, NA, Dallas, Texas (the
"Paying Agent/Registrar") books or records for the registration of the transfer, conversion and
exchange of the Notes (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. The Paying
Agent/Registrar Agreement in the form presented at the meeting at which this Ordinance is
adopted is hereby approved. The Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the registered owner of each Note to which payments with
respect to the Notes 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
Note or Notes. Registration of assignments, transfers, conversions and exchanges of Notes shall
be made in the manner provided and with the effect stated in the Form of Note set forth in
Exhibit A to this Ordinance. Each substitute Note shall bear a letter and/or number to distinguish
it from each other Note.
(b) Except as provided in Section 3(d) of this Ordinance, an authorized representative
of the Paying Agent/Registrar shall, before the delivery of any such Note, date and manually sign
said Note, and no such Note shall be deemed to be issued or outstanding unless such Note is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Notes and Notes 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
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foregoing conversion and exchange of any Note or portion thereof, and the Paying Agent/Registrar
shall provide for the printing, execution, and delivery of the substitute Notes in the manner
prescribed herein, and said Notes shall be printed or typed on paper of customary weight and
strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and
exchange of Notes as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Note, the converted and exchanged Note shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Notes that initially were issued
and delivered pursuant to this Ordinance, approved by the Attorney General (the "Attorney
General") of the State of Texas (the "State") and registered by the Comptroller of Public Accounts
of the State (the "Comptroller").
(c) Payment of Notes 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 Notes, 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 Notes, and of all
conversions and exchanges of Notes, and all replacements of Notes, 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 past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each registered owner appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
(d) In General. The Notes (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Notes to be payable only to the registered
owners thereof, (ii) may be converted and exchanged for other Notes, (iii) may be transferred and
assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated,
(vi) the principal of and interest on the Notes shall be payable, and (vii) shall be administered and
the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect
to the Notes, all as provided, and in the manner and to the effect as required or indicated, in the
Form of Note set forth in Exhibit A to this Ordinance. The Note initially issued and delivered
pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Note issued in conversion of and exchange for any Note
or Notes issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the Form
of Note.
(e) The City covenants with the registered owners of the Notes that at all times while
the Notes are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other entity to act as and perform the services of Paying
Agent/Registrar for the Notes 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 120 days written notice to the Paying Agent/Registrar, to be effective not later
than 60 days prior to the next principal or interest payment date after such notice. In the event that
the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
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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 Notes, 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 Notes, 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.
(f) Except as provided below, no Note shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Paying Agent/Registrar's Authentication Certificate substantially in the form provided in this
Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be
required that the same authorized representative of the Paying Agent/Registrar sign the Paying
Agent/Registrar's Authentication Certificate on all of the Notes. In lieu of the executed Paying
Agent/Registrar's Authentication Certificate described above, the initial Note delivered on the
Delivery Date (as shown in the Form of Note) shall have attached thereto the Comptroller's
Registration Certificate substantially in the form provided in this Ordinance, executed by the
Comptroller or by his duly authorized agent in the manner prescribed by law, which certificate
shall be evidence that the initial Note has been duly approved by the Attorney General and that it
is a valid and binding obligation of the City, and has been registered by the Comptroller.
(g) Book -Entry -Only System. The Notes issued in exchange for the Note initially
issued to the Purchaser or its designee shall be initially issued in the form of a separate single fully
registered Note for each of the maturities thereof. Upon initial issuance, the ownership of each
such Note shall be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC"), and except as provided in subsection (f) hereof, all of
the outstanding Notes shall be registered in the name of Cede & Co., as nominee of DTC. With
respect to Notes 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 Notes. 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 Notes, (ii) the delivery to any DTC Participant or any other person, other
than a Registered Owner of Notes, as shown on the Registration Books, of any notice with respect
to the Notes, or (iii) the payment to any DTC Participant or any other person, other than a
Registered Owner of Notes, as shown in the Registration Books of any amount with respect to
principal of or interest on the Notes. 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
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in whose name each Note is registered in the Registration Books as the absolute owner of such
Note for the purpose of payment of principal and interest with respect to such Note, for the purpose
of registering transfers with respect to such Note, and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of and interest on the Notes 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 Notes 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 Note 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. The previous execution and delivery of the Blanket Issuer Letter of
Representations with respect to obligations of the City is hereby ratified and confirmed; and the
provisions thereof shall be fully applicable to the Notes.
(h) Successor Securities Depository; Transfers Outside Book -Entry -Only System. In
the event that the City determines that DTC is incapable of discharging its responsibilities
described herein and in the representations letter of the City to DTC or that it is in the best interest
of the beneficial owners of the Notes that they be able to obtain certificated Notes, 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 Notes to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Notes and transfer one or more separate certificated Notes to DTC Participants
having Notes credited to their DTC accounts. In such event, the Notes 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 Notes shall designate, in accordance
with the provisions of this Ordinance.
(i) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Note and all notices with respect to such
Note shall be made and given, respectively, in the manner provided in the representations letter of
the City to DTC.
0) Cancellation of Initial Note. On the Delivery Date, one initial Note representing
the entire principal amount of the Notes, payable in stated installments to the Purchaser or its
designee, executed by manual or facsimile signature of the Mayor or Mayor Pro Tem and the City
Clerk of the City, approved by the Attorney General, and registered and signed by the Comptroller
in the manner prescribed by law, will be delivered to the Purchaser or its designee. Upon payment
for the initial Note, the Paying Agent/Registrar shall cancel the initial Note and deliver to DTC on
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behalf of the Purchaser one registered definitive Note for each year of maturity of the Notes, in the
aggregate principal amount of all of the Notes for such maturity.
Section 4. FORM OF NOTES. The form of the Notes, including the form of Paying
Agent/Registrar's Authentication Note, the form of Assignment and the form of Registration Note
of the Comptroller of Public Accounts of the State of Texas to be attached to the Notes initially
issued and delivered pursuant to this Ordinance, shall be substantially in the form provided in
Exhibit A, with such appropriate variations, omissions or insertions as are permitted or required
by this Ordinance. Exhibit A in incorporated in this Ordinance for all purposes.
Section 5. INTEREST AND SINKING FUND.
(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 Notes. Any amounts received from the sale of the
Notes 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 Notes shall be deposited, as
collected, to the credit of said Interest and Sinking Fund. During each year while any of said Notes
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 Notes as such interest comes due, and to provide and maintain a sinking fund
adequate to pay the principal of said Notes as such principal matures (but never less than 2% of
the original amount of said Notes 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 Notes
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 Notes, as such interest comes
due and such principal matures, are hereby pledged for such payment, within the limit prescribed
by law.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Notes and
the pledge of the taxes and limited Surplus Revenues granted by the City under this Section, and
is therefore valid, effective, and perfected. Should Texas law be amended at any time while the
Notes are outstanding and unpaid, the result of such amendment being that the pledge of the taxes
and limited Surplus Revenues granted by the City under this Section is to be subject to the filing
requirements of Chapter 9, Texas Business and Commerce Code, in order to preserve to the
registered owners of the Notes a security interest in said pledge, the City agrees to take such
measures as it determines are reasonable and necessary under Texas 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 6. DEFEASANCE OF NOTES.
on
(a) Any Note and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Note") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Note, 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 Notes
shall have become due and payable. At such time as a Note shall be deemed to be a Defeased Note
hereunder, as aforesaid, such Note 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 or the pledge of
Surplus Revenues as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the City 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 Notes 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 Notes 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 6(a)(1) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Notes, 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) 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 Notes.
(d) Until all Defeased Notes shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Notes 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
Notes of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
of Notes by such random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
NOTES.
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(a) Replacement Notes. In the event any outstanding Note is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Note of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) Application for Replacement Notes. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Notes shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Note, the registered owner
applying for a replacement Note 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 Note, 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 Note, as the case may be. In every case of
damage or mutilation of a Note, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Note shall have matured, and no default has occurred that is then continuing in
the payment of the principal of or interest on the Note, the City may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Note) instead of
issuing a replacement Note, provided security or indemnity is furnished as above provided in this
Section.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement
Note, the Paying Agent/Registrar shall charge the registered owner of such Note with all legal,
printing, and other expenses in connection therewith. Every replacement Note issued pursuant to
the provisions of this Section by virtue of the fact that any Note is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Note
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 Notes duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Section 1206.022 of
the Texas Government Code, this Section 7 of this Ordinance shall constitute authority for the
issuance of any such replacement Note 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 Notes is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Notes in the form and manner and with the effect, as provided in
Section 3(a) of this Ordinance for Notes issued in conversion and exchange for other Notes.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF NOTES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the City is hereby authorized to have control of the Notes initially
issued and delivered hereunder and all necessary records and proceedings pertaining to the Notes
pending their delivery and their investigation, examination and approval by the Attorney General
and their registration by the Comptroller. Upon registration of the Notes the Comptroller (or a
deputy designated in writing to act for the Comptroller) shall sign the Comptroller's Registration
Certificate attached to such Notes in the manner prescribed by law, and the seal of the Comptroller
shall be impressed, or placed in facsimile, on such Note. 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
Notes 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 Notes. In addition,
if bond insurance is obtained, the Notes may bear an appropriate legend as provided by the insurer.
(b) The obligation of the Purchaser to accept delivery of the Notes 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 the issuance, sale and
delivery of the Notes is hereby approved and confirmed.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE NOTES.
(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 Notes 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:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Notes 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 Notes, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Notes 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;
(3) 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 Notes (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Notes
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
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(5) to refrain from taking any action that would result in the Notes being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Notes, 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 Notes, other than investment property acquired
with B
(A) proceeds of the Notes 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 Notes;
(7) to otherwise restrict the use of the proceeds of the Notes or amounts treated
as proceeds of the Notes, as may be necessary, so that the Notes do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Notes or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Notes in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the Delivery Date) 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 Notes 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) Use of 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) and proceeds of the refunded bonds expended prior to the date of
issuance of the Notes. It is the understanding of the City that the covenants contained herein are
10
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 Notes,
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 Notes 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 Notes, 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 Notes 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 Manager, the Deputy City Manager, the Director of Finance and the City
Clerk (collectively, the "Authorized Officers") 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 Notes.
(d) Allocation of, and Limitation on, Expenditures -for the Projects. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the Projects
on its books and records in accordance with the requirements of the Code. The City recognizes
that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds
must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure
is made, or (2) the Projects are completed; but in no event later than three years after the date on
which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in
order for proceeds to be expended under the Code, the sale proceeds or investment earnings must
be expended no more than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date,
or (2) the date the Notes are retired. The City agrees to obtain the advice of nationally -recognized
bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure
will not adversely affect the tax-exempt status of the Notes. 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.
(e) Disposition of the Projects. The City covenants that the property constituting the
Projects 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 Notes. 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 Notes. 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.
(f) Designation as Qualified Tax -Exempt Obligations. The City hereby designates the
Notes as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In
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furtherance of such designation, the City represents, covenants and warrants the following: (a) that
during the calendar year in which the Notes are issued, the City (including any subordinate entities)
has not designated nor will designate bonds, which when aggregated with the Notes, will result in
more than $10,000,000 of "qualified tax-exempt obligations" being issued; (b) that the City
reasonably anticipates that the amount of tax-exempt obligations issued, during the calendar year
in which the Notes are issued, by the City (or any subordinate entities) will not exceed
$10,000,000; and (c) that the City will take such action or refrain from such action as necessary,
and as more particularly set forth in this Section, in order that the Notes will not be considered
"private activity bonds" within the meaning of section 141 of the Code.
(g) Reimbursement. This Ordinance is intended to satisfy the official intent
requirements set forth in section 1.150-2 of the Treasury Regulations. All costs to be reimbursed
pursuant to this Ordinance will be capital expenditures and the Notes shall be issued within 18
months of the later of (i) the date the expenditures are paid or (ii) the date on which the property,
with respect to which such expenditures were made, is placed in service; and the foregoing
notwithstanding, the Notes will not be issued pursuant to this Ordinance on a date that is more than
three years after the date any expenditure which is to be reimbursed is paid.
Section 10, SALE OF NOTES AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES; APPLICATION OF PREMIUM FROM SALE OF NOTES.
(a) The Notes are hereby sold and shall be delivered to TRB Capital Markets, LLC
d/b/a Estrada Hinojosa (the "Underwriter") for the purchase price of $4,233,295.56 (representing
the aggregate principal amount of the Notes, plus a reoffering premium of $269,397.65, less an
underwriter's discount of $31,102.09), plus accrued interest in the amount of $12,206.94. The
Notes shall initially be registered in the name of the Underwriter or its designee.
(b) The Notes are sold pursuant to the terms and provisions of a Bond Purchase
Agreement, in substantially the form presented at this meeting, which the Authorized Officers,
individually but not jointly, are hereby authorized to execute and deliver. It is hereby officially
found, determined and declared that the terms of this sale are the most advantageous reasonably
obtainable to the City.
(c) The City hereby approves the form and content of the Official Statement relating
to the Notes and any addenda, supplement or amendment thereto, and approves the distribution of
such Official Statement in the reoffering of the Notes by the Underwriter in final form, with such
changes therein or additions thereto as any Authorized Officer may deem advisable. The
distribution and use of the Preliminary Official Statement prior to the date hereof is hereby ratified
and confirmed.
(d) The Authorized Officers, individually or jointly, shall be and they are hereby
expressly authorized, empowered and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge and deliver in the name and under the
corporate seal and on behalf of the City such documents, certificates and instruments, whether or
not herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance, the Blanket Issuer Letter of Representations, the Notes and the sale
of the Notes. In addition, prior to the delivery of the Notes, the Authorized Officers are each
hereby authorized and directed to approve any changes or corrections to this Ordinance or to any
12
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 Notes by the Attorney General.
In case any officer whose signature shall appear on any Note shall cease to be such officer before
the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes
the same as if such officer had remained in office until such delivery.
(e) The Notes have a premium of $269,397.65 and which shall be allocated as follows:
(i) the amount of $114,397.65 shall be applied to pay costs of issuance of the
Notes, including underwriter's discount, with any excess to be deposited into the Interest
and Sinking Fund; and
(ii) the amount of $155,000.00 shall be deposited into the Project Fund.
Section 11. INTEREST EARNINGS ON NOTE PROCEEDS. Interest earnings
derived from the investment of proceeds from the sale of the Notes shall be used along with other
Note proceeds for the Projects; provided that after completion of such purpose, if any of such
interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that any interest earnings on Note proceeds that are
required to be rebated to the United States of America pursuant to Section 9 hereof in order to
prevent the Notes from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purposes of this Section.
Section 12. PROJECT FUND; USE OF NOTE PROCEEDS.
(a) The City has previously created, and hereby agrees to maintain on the books of the
City, a separate fund (the "Project Fund") for use by the City for payment of all lawful costs
associated with the Projects as hereinbefore provided. Proceeds of the Notes in the amount of
$4,150,000.00 shall be deposited into the Project Fund, other than amounts paid at closing for
issuance costs. Upon payment of all such Project costs, any moneys remaining on deposit in the
Project Fund shall be transferred to the Interest and Sinking Fund. Amounts so deposited to the
Interest and Sinking Fund shall be used in the manner described herein.
(b) Proceeds from the sale of the Notes shall be disbursed in the manner described in a
closing instructions letter prepared by the City's financial advisor.
(c) The City may place proceeds of the Notes (including investment earnings thereon)
and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public
Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however,
that the City hereby covenants that the proceeds of the sale of the Notes will be used as soon as
practicable for the purposes for which the Notes are issued.
(d) All deposits authorized or required by this Ordinance shall be secured to the fullest
extent required by law for the security of public funds.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned
13
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 Municipal Securities Rulemaking Board consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
(i) The City shall provide annually to the MSRB, in the electronic format
prescribed by the MSRB certain updated financial information and operating data pertaining to the
City, consisting of the following: (i) the City's annual financial audit report; and (ii) the information
found in Tables 1, 2, 10, 11, 12, 15, 20 and 21 in Appendix A to the Official Statement for the
Notes. The City will update and provide the information in the numbered tables within six months
after the end of each fiscal year ending in and after 2025 and, if not submitted as part of such
annual financial information, the City will provide its audited financial statements when and if
available, and in any event, within 12 months after the end of each fiscal year ending in and after
2025. If the audit of such financial statements is not complete within 12 months after any such
fiscal year end, then the City will file unaudited financial statements within such 12 -month period
and audited financial statements for the applicable fiscal year, when and if the audit report on such
statements becomes available. Any such financial statements will be prepared in accordance with
the accounting principles described in Appendix D to the Official Statement or such other
accounting principles as the City may be required to employ from time to time pursuant to State
law or regulation.
(ii) Any financial information so to be provided shall be (i) prepared in
accordance with the accounting principles described in the financial statements of the City
appended to the Official Statement, or such other accounting principles as the City may be required
to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City
commissions an audit of such statements and the audit is completed within the period during which
they must be provided.
(iii) If the City changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be set
forth in full in one or more documents or may be included by specific reference to any document
that is available to the public on the MSRB's internet website or filed with the SEC. All documents
provided to the MSRB pursuant to this Section shall be accompanied by identifying information
as prescribed by the MSRB.
(c) Event Notices.
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(i) The City shall notify the MSRB, in a timely manner not in excess of ten
business days after the occurrence of the event, of any of the following events with respect
to the Notes:
(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 Notes, or other material events affecting the tax status of the Notes;
(7) Modifications to rights of holders of the Notes, if material;
(8) Note calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Notes, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into of a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional paying agent/registrar or the change
of name of a paying agent/registrar, if material;
(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
15
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.
In addition, the City shall notify the MSRB, in a timely manner, of any failure by
the City to provide financial information or operating data in accordance with subsection
(b) of this Section by the time required by subsection (b).
(d) Limitations, Disclaimers, and Amendments.
(i) The City shall be obligated to observe and perform the covenants specified
in this Section for so long as, but only for so long as, the City remains an "obligated person"
with respect to the Notes 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 Notes no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Notes, 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 Notes at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY NOTE 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.
(iv) No default by the City in observing or performing its obligations under this
Section shall comprise a breach of or default under this Ordinance for purposes of any other
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make flings with or
provide notices to entities other than the MSRB, the City hereby agrees to undertake such
obligation with respect to the Notes in accordance with the Rule as amended. 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 Notes in the primary offering of the Notes 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 Notes consent to such amendment
or (b) a person that is unaffiliated with the City (such as nationally recognized 1 counsel)
determined that such amendment will not materially impair the interest of the registered
owners and beneficial owners of the Notes. 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 Notes in
the primary offering of the Notes.
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 holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure
any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add
events of default as shall not be inconsistent with the provisions of this Ordinance and that shall
not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the
Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time
to time in effect, or (v) make such other provisions in regard to matters or questions arising under
this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not
in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Notes aggregating in a
majority of the principal amount of then outstanding Notes 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 holders in aggregate principal amount of the then outstanding Notes, nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in any of the Notes so as to: (i) make any change in the maturity of any of the
outstanding Notes; (ii) reduce the rate of interest borne by any of the outstanding Notes; (iii) reduce
the amount of the principal payable on any outstanding Notes; (iv) modify the terms of payment
of principal or of interest on outstanding Notes or any of them or impose any condition with respect
to such payment; or (v) change the minimum percentage of the principal amount of any series of
Notes necessary for consent to such amendment:
17
(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 Notes a copy of the proposed
amendment. Such notice shall briefly set forth the nature of the proposed amendment and shall
state that a copy thereof is on file at the office of the City for inspection by all holders of such
Notes.
(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 a majority
in aggregate principal amount of all of the Notes then outstanding that are required for the
amendment, 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 holders
of such affected Notes shall thereafter be determined, exercised and enforced, subject in all
respects to such amendment.
(f) Any consent given by the Registered Owner of a Note 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 Note 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 of a majority in
aggregate principal amount of the affected Notes then outstanding, have, prior to the attempted
revocation, consented to and approved the amendment.
(g) For the purposes of establishing ownership of the Notes, the City shall rely solely upon
the registration of the ownership of such Notes on the registration books kept by the Paying
Agent/Registrar.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Notes when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the City, the failure to perform which materially, adversely affects the
rights of the registered owners of the Notes, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City for the purpose of protecting and
enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other
18
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all Registered Owners of Notes then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Notes 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 Notes shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Note authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the Council.
Section 16. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase
or word in this Ordinance, or application thereof to any persons or circumstances is held invalid
or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity
of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall
remain in full force and effect.
Section 17. APPROPRIATION. To pay the debt service coming due on the Notes prior
to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current
funds on hand, which are hereby certified to be on hand and available for such purpose, an amount
sufficient to pay such debt service, and such amount shall be used for no other purpose.
Section 18. ORDINANCE NO. 2025-009 SUPERSEDED. Ordinance No. 2025-009
previously adopted by the Council is superseded in its entirety by the adoption of this Ordinance.
Section 19. EFFECTIVE DATE. In accordance with the provisions of Section 1201.028
of the Texas Government Code, this Ordinance shall be effective immediately upon its adoption
by the Council.
19
PASSED AND ADOPTED this 23rd day of June, 2025.
i
`X-\NE CITy�/''�Jy11 it ank , Mayor
0
ATTEST:
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Jice Ellis, City
R CrJc ,o S
/S TE P
APPROVED AS TO FOlRrl !IIk+�``
W, � �-
Stephanie H. Harris, City Attorney
Exhibit A
FORM OF NOTE
(a) Form of Note. The form of the Notes, including the form of Paying
Agent/Registrar's Authentication Note, the form of Assignment and the form of Registration Note
of the Comptroller of Public Accounts of the State of Texas to be attached to the Notes initially
issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions or insertions as are permitted or required by this
Ordinance.
NO. R -
INTEREST DATED
RATE DATE
% July 1, 2025
REGISTERED OWNER:
PRINCIPAL AMOUNT:
PRINCIPAL
UNITED STATES OF AMERICA AMOUNT
STATE OF TEXAS $
CITY OF PARIS, TEXAS
TAX NOTES, SERIES 2025
DELIVERY MATURITY
DATE DATE CUS1P NO.
July 23, 2025 June 15, 20_
ON THE MATURITY DATE specified above, the City of Paris, in Lamar County, Texas
(the "City"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified
above. The 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 above at the Interest Rate
per annum specified above. Interest is payable on December 15, 2025 and semiannually on each
June 15 and December 15 thereafter to the Maturity Date specified above; except, if this Note 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 Note or Notes, if any, for which this Note
is being exchanged is due but has not been paid, then this Note shall bear interest from the date to
which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Note shall
be paid to the registered owner hereof upon presentation and surrender of this Note at maturity at
the principal corporate trust office of BOKF, NA, Dallas, Texas, which is the "Paying
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Agent/Registrar" for this Note. The payment of interest on this Note 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 this Note (the "Note
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States
mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month preceding each such date
(the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In addition, interest may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event
of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record
date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
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 Note 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 shall be paid to the registered owner upon
presentation and surrender of this Note for payment at the principal corporate trust office of the
Paying Agent/Registrar. The City covenants with the registered owner of this Note that on or
before each principal payment date, interest payment date, and accrued interest payment date for
this Note it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Note Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Notes, when due.
IF THE DATE for the payment of the principal of or interest on this Note shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day that is
not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS NOTE is one of a series of Notes dated July 1, 2025, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $3,995,000 for the
purpose of paying all or a portion of the City's contractual obligations incurred in connection with
(i) paying the costs of the Projects (as defined in the Note Ordinance) and (ii) paying the costs
incurred in connection with the issuance of the Notes.
THE NOTES MAY NOT BE REDEEMED PRIOR TO THEIR SCHEDULED
MATURITIES AT THE OPTION OF THE CITY.
ALL NOTES OF THIS SERIES are issuable solely as fully registered certificates, without
interest coupons, in the principal denomination of any integral multiple of $5,000. As provided in
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the Note Ordinance, this Note may, at the request of the registered owner or the assignee or
assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate
principal amount of fully registered certificates, without interest coupons, payable to the
appropriate registered owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this
Note to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Note Ordinance. Among other requirements for such assignment and
transfer, this Note 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 Note or any portion or portions hereof in
any integral multiple of $5,000 to the assignee or assignees in whose name or names this Note or
any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Note 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 Note 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
Note 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, conversion,
or exchange 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.
IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Note Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owners of the Notes.
IT IS HEREBY certified, recited and covenanted that this Note 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
Note have been performed, existed and been done in accordance with law; that annual ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Note, 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 limit
prescribed by law, all as provided in the Note Ordinance.
THE CITY HAS RESERVED THE RIGHT to amend the Note 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 Notes.
BY BECOMING the registered owner of this Note, the registered owner thereby
acknowledges all of the terms and provisions of the Note Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Note Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that
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the terms and provisions of this Note and the Note Ordinance constitute a contract between each
registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Note 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 c+&I this Note.
VA
y Clerk - "' - Mayor
ity of Paris, Text City of Paris, Texas
(City Seal) /'�����RtS, 1 I till ���``\`•
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PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Note 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 Note has been issued under the provisions of the Note
Ordinance described in the text of this Note; and that this Note has been issued in conversion or
replacement of, or in exchange for, a Note, Notes, or a portion of a Note or Notes of a series that
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated:
BOKF, NA
Dallas, Texas
Paying Agent/Registrar
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ASSIGNMENT
Authorized Representative
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints:
, attorney, to register the transfer of the within Note
on the books kept for registration thereof, with full power of substitution in the premises.
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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 Note
in every particular, without alteration or
enlargement or any change whatsoever.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO,
I hereby certify that this Note has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Note has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
(b) Initial Note Insertions.
(i) The initial Note shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Note, the headings "Interest
Rate" and "Maturity Date" shall both be completed with the words "As shown
below" and "CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be
inserted:
"THE CITY OF PARIS, TEXAS, in Lamar County, Texas (the "City"), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered
Owner"), on June 15 in each of the years, in the principal installments and bearing interest at the
per annum rates set forth in the following schedule:
Maturity
Principal
Interest
Date
Amount
Rates
2026
$ 405,000
5.00%
2027
530,000
5.00
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2028
555,000
5.00
2029
580,000
5.00
2030
610,000
5.00
2031
640,000
5.00
2032
675,000
5.00
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 above, at the respective Interest
Rate per annum specified above. Interest is payable on December 15, 2025 and semiannually on
each June 15 and December 15 thereafter to the date of payment of the principal installment
specified above, except, that if this Note 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
Note or Notes, if any, for which this Note is being exchanged is due but has not been paid, then
this Note shall bear interest from the date to which such interest has been paid in full."
C. The Initial Note shall be numbered "T-1."
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