2001-049-ORD AUTHORIZING ISSUANCE, SALE AND DELIVERY OF COP TAX ADN REVENUE REFUNDING BONDS SERIES 2001
ORDINANCE No. 2001-049
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF PARIS, TEXAS TAX
AND REVENUE REFUNDING BONDS, SERIES 2001, APPROVING AN OFFICIAL
STATEMENT, AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT
AND AN ESCROW AGREEMENT MAKING PROVISIONS FOR THE SECURITY THEREOF,
AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
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WHEREAS,lhe CITY OF PARIS, TEXAS (the "Issuer) has duly issued and there is now
oulstanding, the following series or issue of bonds which are secured by the full faith and credil of the Issuer
and a pledge by the Issuer 10 levy ad valorem taxes sufficienllo pay principal of and interest on the general
obligation bonds As same become due and a pledge of swplus revenues:
CITY OF P ARlS, TEXAS Tax and Revenue Refunding Bonds, Series 1991, dated
November I, 1991, maturities December 15, 2001 through December 15, 2011, in the
aggregate principal amount of $5,755,000 (the "Series 1991 Bonds"); and
WHEREAS, the Issuer now desires to refund all of the Series 1991 Bonds maturing December 15,
2001 through December 15,201 I in the principal amount of $5,755,000, for a total aggregate amounl of
$5,755,000 (the "Refunded Bonds"); and
WHEREAS, the City Council of the Issuer deems it advisable and in the best inlerests of the Issuer
to refund the Refunded Bonds in order to restructure the Issuer's debt service payments, resulting in a debl
service savings of approximalely $671,431.02 and a present value savings, after taking inlo account transfers
from the Interest and Sinking Fund for the Refunded Bonds, of $533,760.95; and
WHEREAS, Article 717k, V.A.T.C.S., now codified as Chapter 1207 of the Government Code,
authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof together with
any other available funds or resources, directly with a place of payment (paying agenl) for the Refunded
Bonds, 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 Bonds; and
WHEREAS, Article 717k, now codified as Chapter 1207 of the Government Code, funher
aulhorizes the Issuer 10 enler into an escrow agreement with the paying agent for the Refunded Bonds with
respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon
such lerms and conditions as the Issuer and such paying agent may agree, provided that such deposits may
be invesled and reinvested including obligations the principal of and interest on which are unconditionally
guaranleed by the United States of America, and which shall mature and bear interest payable at such times
and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded
Bonds; and
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WHEREAS, The Bank of New York, New York, New York, is the paying agent for the Series 1991
Bonds and will be the Escrow Agenl for the Escrow Agreement, hereinafter authorized, which constitutes
an agreement of the kind authorized and pernUtted by said Chapter 1207 of the Texas Government Code; and
WHEREAS, all the Refimded Bonds mature or are subjecl to redemption prior to maturity within
20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of
said meeting was given pursuant to Chapter 551, Texas Government Code.
THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS:
Section I. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the CITY
OF PARIS (the "Issuer") are hereby authorized 10 be issued and delivered in the aggregate principal amounl
of $5,130,000 for refimding the Refimded Bonds.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance
shall be designated: "CITY OF PARIS, TEXAS TAXAND REVENUE REFUNDING BOND, SERIES
2001", and inilially there shall be issued, sold, and delivered hereunder a single fully regislered bond, without
inleresl coupons, payable in annual installments of principal (the "Initial Bond"), but the Initial Bond may be
assigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, having serial and annual maturilies, and in the denomination or
denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided. The term
"Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and all substitute bonds
exchanged therefor, as well as all other substitute bonds and replacemenl bonds issued pursuant hereto, and
the term "Bond" shall mean any of the Bonds.
Section 3. INITIAL DATE. DENOMINATION. NUMBER. MATURITIES. INITIAL
REGISTERED OWNER. AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial Bond
is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without
inlerest coupons, dated Seplember 15, 2001, in the denonUnation and aggregate principal amount of
$5,130,000, numbered R-l, payable in annual installments of principal to the inilial registered owner thereof,
to-wit: FIRST SOUTHWEST COMPANY, or to the registered assignee or assignees of said Bond or any
portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of
the Initial Bond 10 be payable on the dates, respectively, and in the principal amounts, respectively, stated in
the FORM OF INITIAL BOND set fonh in this Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates of
installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged
for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and
interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicaled, in the
FORM OF INITIAL BOND set fonh in this Ordinance.
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Section 4. INTEREST. The unpaid principal balance of the hritiaI Bond shall bear interest from
the date of the hritial Bond and will be calculated on the basis of a 360-day year of twelve 30-day months to
the respective scheduled due dates, of the installments of principal of the Initial Bond, and said interesl shall
be payable, all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL
BOND sel forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the form of
Registration Certificate of the Comptroller of Public Accounts of the Slale of Texas to be endorsed on the
Initial Bond, shall be substantially as follows:
FORM OF INITIAL BOND
NO. R-l
$5,130,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
TAX AND REVENUE REFUNDING BOND, SERIES 2001
The CITY OF P ARlS, in LAMAR COUNTY (the "Issuer"), being a political subdivision of the State
of Texas, hereby promises to pay to
or 10 the regislered assignee or assignees of this Bond or any portion or portions hereof (in each case, the
"regislered owner") the aggregate principal amounl of
FIVE MILLION ONE HUNDRED AND THIRTY THOUSAND DOLLARS
in annual installments of principal due and payable on December 15 in each of the years, and in the respective
principal amounts, as set forth in the following schedule:
YEAR AMOUNT XEAR AMOUNT
2002 $430,000 2007 515,000
2003 450,000 2008 540,000
2004 460,000 2009 560,000
2005 485,000 2010 580,000
2006 500,000 2011 605,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of
principal, respeclively, from time to time remaining unpaid, al the rates as follows:
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maturities 2002, 3.500 % maturities 2007, 3.650 %
maturities 2003, 3.500 % maturities 2008, 3.850 %
maturities 2004, 3.500 % maturities 2009, 4.000 %
maturities 2005, 3.350 % maturities 2010, 4.000 %
maturities 2006, 3.500 % maturities 2011, 4.125 %
with said interest being payable on June 15, 2002, and semiannually on each June 15 and December 15
thereafter while this Bond or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable
in lawful money of the United States of America, without exchange or colleclion charges. The installments
of principal and the interest on this Bond are payable to the registered owner hereof through the services of
THE BANK OF NEW YORK, NEW YORK, NEW YORK, which is the "Paying AgenVRegistrar" for this
Bond. Payment of all principal of and interest on this Bond shall be made by the Paying AgenVRegistrar to
the registered owner hereof on each principal and/or interest payment date by check or draft, dated as of such
date, drawn by the Paying AgenVRegistrar on, and payable solely from, funds of the Issuer required by the
ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with Ihe 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 principal and/or interest
payment date, to Ihe registered owner hereof, at the address of the registered owner, as it appeared on the
lasl business day of the month nexl preceding each such dale (the "Record Date") on the Registration Books
kept by the Paying Agent/Registrar, as hereinafter described, or by such other method acceptable 10 the
Paying Agent/Registrar requested by, and at the risk and expense of, the registered owner. The Issuer
covenants with the registered owner of this Bond that on or before each principal and/or interest payment
date for this Bond it will make available to the Paying AgenVRegistrar, from the "Inlerest 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 this Bond, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying AgenVRegistrar
is located are authorized by law or executive order to close, then the dale 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
dale payment was due.
THIS BOND has been authorized in accordance with the Constitution and laws of the State of Texas.
in the principal amount of$5,130,000 for refunding the City's Refunded Bonds.
ON DECEMBER 15, 2009, or on any date thereafter, the unpaid installments of principal of this Bond
may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, with funds derived
from any available source, as a whole, or in part, and, if in part, the Issuer shall selecl and designate the
maturilY, or maturities, and the amounl that is to be redeemed, and ifless than a whole maturity is 10 be called,
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the Issuer shall direct the Paying Agent/Registrar to call by lot (provided that a portion of this Bond may be
redeemed only in an integral multiple of$5,ooo), at the redemption price of the principal amount, plus accrued
interest to the date fixed for prepayment or redemption.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption, a written notice
of such prepayment or redemption shall be mailed by United Slates mail, first class postage pre-paid, by the
Paying Agent/Registrar to the regislered owner hereof. By the date fixed for any such prepayment or
redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the paymenl of the
required prepayment or redemption price for this Bond or the portion hereof which is 10 be so prepaid or
redeemed, plus accrued interest thereon 10 the date fixed forprepaymenl or redemplion. If such written notice
of prepaymenl or redemption is given, and if due provision for such paymenl is made, all as provided above,
this Bond, or the portion thereof which is to be so prepaid or redeemed, thereby aulomatically shall be trealed
as prepaid or redeemed prior to its scheduled due date, and shall not bear in\eresl after the date fixed for ils
prepayment or redemption, and shall not be regarded as being outstanding except for the right of Ihe
registered owner to receive the prepayment or redemption price plus accrued interest 10 the date fixed for
prepaymenl or redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the Registration Books all such prepayments or redemptions of
principal of this Bond or any portion hereof.
THIS BOND, to the extent of the unpaid principal balance hereof, or any unpaid and unredeemed
portion hereof in any integral multiple of $5,000, may be assigned by the initial regislered owner hereof and
shall be transferred only in the Registration Books of the Issuer kept by Ihe Paying Agent/Regislrar acting
in the capacily of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance.
Among other requirements for such transfer, this Bond must be presented and surrendered to Ihe Paying
Agent/Registrar for cancellalion, together with proper instruments of assignment, in form and with guarantee
of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment by the initial registered owner
of this Bond, or any portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees
in whose name or names this Bond or any such portion or portions hereof is or are 10 be transferred and
registered. Any instrument or instruments of assignment satisfaclory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any such portion or portions hereof by the initial registered
owner hereof. A new bond or bonds payable to such assignee or assignees (which then will be the new
registered owner or owners of such new Bond or Bonds) or to the initial registered owner as to any portion
of this Bond which is not being assigned and transferred by the initial registered owner, shall be delivered by
the Paying Agent/Registrar in conversion of and exchange for this Bond or any portion or portions hereof,
but solely in the form and manner as provided in the next paragraph hereoffor the conversion and exchange
of this Bond or any portion hereof. The regislered owner of this Bond shall be deemed and treated by the
Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and
discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the exlent of the unpaid principal
balance hereof, may be converted into and exchanged for a like aggregate principal amounl of fully registered
bonds, withoul inlerest coupons, payable to the assignee or assignees duly designated in wriling by the initial
registered owner hereof, or to the inilial registered owner as to any portion of this Bond which is not being
assigned and transferred by the initial registered owner, in any denomination or denominations in any integral
multiple of $5,000 (subject to the requirement hereinafter slated that each substitute bond issued in exchange
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for any portion of this Bond shall have a single stated principal maturity date), 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. If this Bond or any portion hereof is assigned and transferred or converted each bond
issued in exchange for any portion hereof shall have a single stated principal maturity date corresponding to
the due date of the installmenl of principal of this Bond or portion hereof for which the substitute bond is being
exchanged, and shall bear interest at the rate applicable 10 and borne by such installmenl of principal or portion
thereof. No such bond shall be payable in installments, but shall have only one staled principal maturity date.
AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAYBE
ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but
the bonds issued and delivered in exchange for this Bond or any portion hereof may be assigned and
transferred, and converted, subsequently, as provided in the Bond Ordinance. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging this
Bond or any portion thereof, but the one requesting such transfer, conversion, and exchange shall pay any
taxes or governmental charges required 10 be paid with respect thereto. The Paying Agent/Registrar shall
not be required to make any such assignment, 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 this Bond is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoinl
a compelenl and legally qualified substitute therefor, and promptly will cause written notice thereof 10 be
mailed to the registered owner of this Bond.
IT IS HEREBY cenified, recited, and covenanted that this Bond has been duly and validly authorized,
issued, sold, 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; that this Bond is a general obligation of the Issuer. issued on the full
faith and credit thereof; and that ad valorem taxes sufficient 10 provide for the payment of the interest on and
principal of this Bond, as such interest and principal come due, have been levied and ordered 10 be levied
againsl all taxable propeny in the Issuer, and have been pledged for such payment, within the limit prescribed
by law, and that this Bond is additionally secured by and payable from the surplus revenues of Ihe Issuer's
combined Waterworks and Sewer System, remaining after payment of all operation and maintenance
expanses thereof, and all debl service, reserve, and other requirements in connection with all of the Issuer's
revenue bonds. or other obligalions (now or hereafter outstanding), which are payable from all or any part
of the Nel Revenues of the Issuer's Waterworks and Sewer System.
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 lerms and provisions,
acknowledges that the Bond Ordinance is duIy recorded and available for inspection in the official minules
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and
the Bond Ordinance constitule a contract between Ihe registered owner hereof and the Issuer.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual signature
of the Mayor of the Issuer and countersigned with the manual signature of the City Clerk of the Issuer, has
caused the official seal of the Issuer to be duly impressed on this Bond, and has caused this Bond to be dated
September IS, 2001.
City Clerk
Mayor
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certifY that this Bond has been examined, certified as to validity, and approved by Ihe
Attorney General ofthe State of Texas, and that this Bond has been registered by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Reeistration and
Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of THE BANK
OF NEW YORK, NEW YORK, NEW YORK, (the "Paying Agent/Registrar") books or records of the
registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers
and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe;
and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each
Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but il shall be the duty
of each regislered owner to notifY the Paying Agent/Registrar in writing of the address 10 which payments
shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer
shall have the right to inspecl the Registralion 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 nol pernUt their inspection by any other entity-. Registration of each
Bond may be transferred in the Registration Books only upon presenlation and surrender of such Bond to the
Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instrumenls
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i)
evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and (ii) the right of such assignee or assignees 10 have the Bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of
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any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange
therefor in the manner herein provided. The Initial Bond, to the extent of the unpaid principal balance thereof,
may be assigned and transferred by the initial registered owner thereof once only, and to one or more
assignees designated in writing by the initial registered owner thereof. All Bonds issued and delivered in
conversion of and exchange for the Initial Bond shall be in any denomination or denominations of any inlegral
multiple of $5,000 (subject to the requiremenl hereinafter slated that each substitute Bond shall have a single
stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE BOND sel
forth in this Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted
as hereinafter provided. If the Initial Bond or any portion thereof is assigned and transferred or converted
the Initial Bond must be surrendered to the Paying Agent/Registrar for cancellation. and each Bond issued
in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not
be payable in installments; and each such Bond shall have a principal maturity date corresponding 10 the due
date of the installment of principal or portion thereof for which the subslitute Bond is being exchanged; and
each such Bond shall bear interest at the single rale applicable to and borne by such installment of principal
or portion thereof for which it is being exchanged. If only a portion of the Initial Bond is assigned and
transferred, there shall be delivered to and registered in the name of the initial registered owner subslitule
Bonds in exchange for the unassigned balance of the Initial Bond in the same manner as if the initial
registered owner were the assignee thereof. If any Bond or portion thereof other than the Initial Bond is
assigned and transferred or converted each Bond issued in exchange shall have the same principal maturily
dale and bear interest at the same rate as the Bond for which it is exchanged. A form of assignment shall
be prinled or endorsed on each Bond, excepting the Initial Bond, which shall be executed by the registered
owner or its duly authorized attorney or representative to evidence an assignment thereof. Upon surrender
of any Bonds or any portion or portions thereof for transfer of registration, an authorized representative of
the Paying Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully
registered substitute Bond or Bonds, having the characleristics herein described, payable to such assignee or
assignees (which Ihen will be the registered owner or owners of such new Bond or Bonds), or to the previous
registered owner in case only a portion of a Bond is being assigned and transferred, all in conversion of and
exchange for said assigned Bond or Bonds or any portion or portions thereof, in the same form and manner,
and with the same effect, as provided in Section 6(d), below, for the conversion and exchange of Bonds by
any registered owner of a Bond.. The Issuer shall pay the Paying Agent/Registrar's standard or customary
fees and charges for making such transfer and delivery of a substitute Bond or Bonds, but the one requesting
such transfer shall pay any taxes or other governmental charges required to be paid with respecl thereto. The
Paying Agent/Registrar shall not be required 10 make transfers of registration of any Bond or any portion
thereof during the period cornmencing with the close of business on any Record Date and ending with the
opening of business on the next following principal or interesl paymenl date.
(h) Ownership of Bonds. The entity in whose name any Bond shall be regislered in the Registration
Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this
Ordinance, whether or nol such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall
nol be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium,
if any, and interest on any such Bond shall be made only to such registered owner. All such payments shall
be valid and effectual to satisfY and discharge the liability upon such Bond to the extent of the sum or sums
so paid.
(c) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, and to act as ils agent 10
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convert and exchange or replace Bonds, all as provided in this Ordinance. The Paying AgentlRegistrar shall
keep proper records of all payments made by the Issuer and the Paying AgentlRegistrar with respect 10 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 paymenl (a "Special Record Date") will be
established by the Paying AgentlRegislrar, if and when funds for the payment of such interest have been
received from the Issuer. NOlice 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 poslage prepaid, 10 the address of each
Bondholder appearing on the Registration Books at Ihe close of business on the last business day next
preceding the date of mailing of such notice.
(d) Conversion and Exchan\(e or R<:placement. Authentication. Each Bond issued and delivered
pursuant to this Ordinance, to the extent of the unpaid principal balance or principal amount thereof, may,
upon surrender of such Bond at the principal corporate trust office of the Paying AgentlRegistrar, together
with a written requesl therefor duly executed by the registered owner or the assignee or assignees thereof,
or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the
Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as
appropriate, be converted into and exchanged for fully regislered bonds, without interest coupons, in the fonn
prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, in the denominalion of$5,000,
or any integral multiple of$5,000 (subject to the requirement hereinafter stated that each substitute Bond shall
have a single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal
amount of any Bond or Bonds so surrendered, and payable 10 the appropriate regislered owner, assignee, or
assignees, as the case may be. If the Initial Bond is assigned and transferred or converted each substitute
Bond issued in exchange for any portion of the Initial Bond shall have a single slated principal maturity date,
and shall not be payable in installments; and each such Bond shall have a principal maturity date
corresponding to the due date of the installment of principal or portion thereof for which the subslitute Bond
is being exchanged; and each such Bond shall bear interesl at the single rate applicable 10 and borne by such
installment of principal or portion thereof for which it is being exchanged. If any Bond or portion thereof
(other than the Initial Bond) is assigned and transferred or converted, each Bond issued in exchange therefor
shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being
exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
The Paying Agent/Registrar shall convert and exchange or replace Bonds as provided herein, and each fully
registered bond delivered in conversion of and exchange for or replacement of any Bond or portion thereof
as pernUtted or required by any provision of this Ordinance shall constitule one of the Bonds for all purposes
of this Ordinance, and may again be converted and exchanged or replaced. It is specifically provided that
any Bond authenticaled in conversion of and exchange for or replacement of another Bond on or prior to the
first scheduled Record Date for the Initial Bond shall bear interest from the date of the Initial Bond, bul each
substitute Bond so authenticated after such first scheduled Record Date shall bear interesl from the interest
payment dale next preceding the date on which such substitute Bond was so authenticated, unless such Bond
is authenticated after any Record Date but on or before the next following interest payment date, in which
case il shall bear interest from such next following interest payment dale; provided, however, thaI if at the
time of delivery of any substitule Bond the inleresl on the Bond for which il is being exchanged is due bul has
not been paid, then such Bond shall bear interest from the dale to which such interest has been paid in full.
THE INITIAL BOND issued and delivered pursuant 10 this Ordinance is not required to be, and shall not be,
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authenticaled by the Paying Agent/ Registrar, but on each substitute Bond issued in conversion of and
exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed a
certificate, in the form substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby cenified that this Bond has been issued under the provisions of the Bond Ordinance
described on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or
replacemenl of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by
the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts ofthe State
of Texas.
Paying Agent/Registrar
Dated
By
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, dale
and manually sign the above Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for
conversion and exchange or replacement. No additional ordinances, orders, or resolutions need be passed
or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing
conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the prinling, execution, and delivery of the substitute Bonds in the manner prescribed herein, and
said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of
customary weighl and strength. Pursuant to Chapter 1201, Texas Government Code, the duty of conversion
and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of the above Paying Agent/Registrar's Authenlication Certificate, the converted and
exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effecl as the Initial Bond which originally was issued pursuant to this Ordinance, approved by Ihe
Attorney General, and registered by the Comptroller of Public Accounts. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any
Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay
any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the
exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to
make any such conversion and exchange or replacement of Bonds or any portion thereof 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.
(e) In General All Bonds issued in conversion and exchange or replacement of any other Bond or
portion thereof, (i) shall be issued in fully registered form, without interesl coupons, with the principal of and
interest on such Bonds to be payable only to the registered owners thereof, (ii) may be transferred and
assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall
be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and
in the manner required or indicaled, in the FORM OF SUBSTITUTE BOND set fonh in this Ordinance.
10
(f) PaVtnent of Fees and Charl!es. The Issuer hereby covenants with the registered owners of the
Bonds that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its
services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the
fees and charges of the Paying Agent/Registrar for services with respect 10 the transfer of registration of
Bonds, and with respecl to the conversion and exchange of Bonds solely to the extent above provided in this
Ordinance.
(g) Substitute Pavin~ A~ent/Re~istrar. The Issuer covenanls with the registered owners of Ihe
Bonds thaI at all limes while the Bonds are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution, or other agency to act as and perform the services of
Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one
entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not
less than 120 days written notice to the Paying Agent/ Registrar, \0 be effective nollater than 60 days prior
to the next principal or interest payment date after such notice. In the event that the entity al any lime acting
as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the Issuer covenants that promptly it will appoint a compelent and legally
qualified bank, trust company, financial institution, or other agency to acl 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 pertinenl
books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the
Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promplly will cause a written nolice
thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United
Stales mail, first-class postage prepaid, which notice also shall give the address of Ihe new Paying
Agent/Registrar. By accepling 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 10 each Paying Agent/Registrar.
(h) Book-Entrv Onlv Svstem The Bonds issued in exchange for the Bonds initially issued to the
purchaser specified herein shall be initially issued in the form of a separate single fully regislered 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 Depository Trusl Company of New York ("DTC"), and except
as provided in subsection (h) hereof, all of the outstanding Bonds shall be regislered in the name of Cede &
Co., as nominee ofDTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC. the Issuer and
the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Panicipant or to any person
on behalf of whom such a OTC Panicipant holds an interest on the Bonds. Without limiting the immediately
preceding senlence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligalion with
respect to (i) Ihe accuracy of the records of DTC, Cede & Co. or any DTC Panicipant with respect to any
ownership interest in the Bonds, (ii) the delivery to any DTC Panicipant or any other person, other than a
Bondholder, as shown on the Registration Books, of any notice with respect to the Bonds, including any notice
of redemption, or (iii) the payment to any DTC Panicipanl or any other person, other than a Bondholder, as
shown in the Registralion Books of any amount with respect to principal of, premium, if any, or interest on,
as the case may be, the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
11
of principal, prenUum, if any, and interest, as the case may be, with respect 10 such Bond, for the purpose of
giving nolices of redemption and other matters with respect \0 such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying AgentlRegistrar shall
pay all principal of, prenUum, if any, and interest on the Bonds only to or upon the order of the respective
owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
Issuer's obligations with respect to payment of principal of, premium, if any, and interesl on, or as the case
may be. the Bonds to the extenl of the sum or swns so paid. No person other than an owner, as shown in
the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make
payments of principal, prcnUum, if any, and interest, as the case may be, pursuanlto this. Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect thaI DTC has determined 10
substitule a new nOnUnee in place of Cede & Co., and subject 10 the provisions in this Ordinance with respect
to inlerest checks being mailed 10 the registered owner al the close of business on the Record Date, Ihe word
"Cede & Co." in this Ordinance shall refer to such new nominee ofDTC.
(i) Successor Securities Oenositmy: Transfers Outside Book-EnlIy Onlv Svstem In the event that
the Issuer or the Paying AgentlRegistrar deternUnes that DTC is incapable of discharging its responsibilities
described herein and in the representation letter of the Issuer to DTC and that it is in the besl interesl of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer or Ihe Paying
Agent/Registrar shall (i) appoint a successor securilies deposilory, qualified to act as such under Section l7(a)
of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointmenl of such successor securities depository and transfer one or more separate Bonds to such
successor securilies 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 Iheir 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 deposilory, or its nominee, or in whatever name or names Bondholders transferring or exchanging
Bonds shall designate, in accordance with the provisions of this Ordinance.
Gl PaYments to Cede & Co. Notwithstanding any other provision of this Ordinance 10 the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee ofDTC, all payments with respect
to principal of, premium, ifany, and interest on, or as the case may be, such Bond and all notices with respect
to such Bond shall be made and given, respectively, in the manner provided in the represenlation letter of the
Issuer 10 DTC.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion
and exchange or replacement of any other Bond or portion thereof, including the form of Paying
Agent/Regislrar's Certificate to be printed on each of such Bonds, and the Form of Assignmenl to be prinled
on each of the Bonds, shall be, respectively, substanlially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
12
FORM OF SUBSTITUTE BOND
NO.
PRINCIPAL AMOUNT
$
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
TAX AND REVENUE REFUNDING BOND, SERIES 2001
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
September 15,2001
CUSIP NO.
ON THE MATURITY DATE specified above, the CITY OF PARIS, in LAMAR County, Texas
(the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal
amount of
and to pay interest thereon from September 15, 2001 to the maturity dale specified above, at the inlerest rate
per annum specified above; with interest being payable on June 15,2002 and semiannually thereafter on each
June 15 and December 15, except that if the date of authentication of this Bond is laler than June 30. 2002,
such principal amount shall bear interest from the interest payment date next preceding Ihe date of
authentication, unless such date of authentication is after any Record Dale (hereinafter defined) but on or
before the next following interest paymenl date, in which case such principal amount shall bear interest from
such next following interest payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money oflhe 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, al the principal corporate
trust office of THE BANK OF NEW YORK, NEW YORK, NEW YORK, 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, daled as of
such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the
Issuer required by the ordinance authorizing the issuance of 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, firsl-c1ass postage prepaid, on each such
interesl paymenl date, 10 the registered owner hereof, at the address of the registered owner, as it appeared
on the last business day of the month next preceding each such date (the "Record Date") on the Registration
13
Books kept by the Paying AgenllRegistrar, as hereinafter described, or by such other method acceptable 10
the Paying AgenllRegistrar requested by, and the risk and expense of, the registered owner. The Issuer
covenants with the regislered owner of this Bond that on or before each principal payment dale and interest
payment date for this Bond it will make available to the Paying AgenllRegistrar, from the "Interest and
Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment. m
immedialely available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar
is localed are authorized by law or executive order 10 close, then the dale for such payment shall be the nexl
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 one of an issue of Bonds initially dated September 15, 200 I, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of$5,130,OOO for refunding the
Refunded Bonds.
ON DECEMBER 15,2009, or any dale thereafter, the Bonds of this Series may be redeemed prior
to their scheduled maturilies, at the option of the Issuer, with funds derived from any available and lawful
source, as a whole, or in part, and, if in part, the Issuer shall select and designate and designale the maturity
or maturities and the amount that is 10 be redeemed, and if less than a whole maturity is to be called, the
Issuer shall direct the Paying AgenllRegistrar to call by lot (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000), atthe redemption price of the principal amount thereof, plus
accrued interest 10 the date fIxed for redemption.
AT LEAST 30 days prior to the date fIxed for any such prepayment or redemption, a written nOlice
of such prepayment or redemption shall be mailed by United States mail, firsl class postage pre-paid, by the
Paying Agenl/Registrar to the registered owner hereof. By the date fIxed for any such prepayment or
redemption due provision shall be made by the Issuer with Ihe Paying AgenllRegistrar for Ihe paymenl of the
required prepayment or redemption price for this Bond or the ponion hereof which is to be so prepaid or
redeemed, plus accrued interest thereon to the date fixed for prepayment or redemption. If such written notice
of prepayment or redemption is given, and if due provision for such payment is made, all as provided above,
this Bond, or Ihe portion thereof which is 10 be so prepaid or redeemed, thereby automatically shall be treated
as prepaid or redeemed prior to its scheduled due date, and shall not bear interest after the date fIxed for its
prepayment or redemption, and shall not be regarded as being outstanding except for the right of the
registered owner to receive Ihe prepaymenl or redemption price plus accrued inlerest to the dale fIxed for
prepayment or redemption from the Paying AgenllRegistrar out oflhe funds provided for such payment. The
Paying AgenllRegistrar shall record in the Registration Books all such prepayments or redemptions of
principal of this Bond or any ponion hereof.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE
OF $5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the
Paying AgenllRegistrar acting in the capacity of registrar for the Bonds, upon the terms and conditions sel
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must
be presented and surrendered 10 the Paying Agent/Registrar, together with proper instruments of assignment,
in form and with guarantee of signatures salisfactory 10 the Paying AgenllRegistrar, evidencing assignmenl
14
of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees
in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered
owner or ils duly authorized attorney or representative, to evidence the assignment hereof. A new Bond or
Bonds payable 10 such assignee or assignees (which then will be the new registered owner or owners of such
new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of only
a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for
this Bond, all in the form and manner as provided in the next paragraph hereof for the conversion and
exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such transfer, but the one requesting such transfer shall pay any taxes or other
governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall nol be
required 10 make transfers of registration of this Bond or any portion hereof(i) during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Bond
shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for
all purposes, including payment and discharge of liability upon this Bond to the extenl of such paymenl, and
the Issuer and the Paying Agent/Registrar shall not be affecled by any notice to the contrary.
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, or any unredeemed portion hereof, may, at the request of the registered owner or Ihe assignee or
assignees hereof, be converted into and exchanged for a like aggregate principal amount of fully regislered
bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the
case may be, having the same maturity dale, and bearing interest at the same rale, in any denomination or
denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner,
assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set fonh in the Bond Ordinance. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting,
and exchanging any Bond or any portion thereof, but the one requesting such Iransfer, conversion, and
exchange shall pay any taxes or governmental charges required 10 be paid with respect therelo as a condition
precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall
not be required to make any such conversion and 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 paymenl date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns. or
olherwise ceases to act as such, Ihe Issuer has covenanted in the Bond Ordinance thaI it promptly will appoint
a compelent and legally qualified substitute therefor, and promptly will cause written notice thereof to be
mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted thaI this Bond has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and things required or proper 10 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; that this Bond is a general obligation of the Issuer, issued on the full
faith and credit thereof; and that ad valorem taxes sufficienlto provide for the payment of the interest on and
principal of this Bond. as such interest and principal come due, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed
15
by law, and that this Bond is additionally secured by and payable from the surplus revenues of the Issuer's
combined Waterworks and Sewer System, remaining after payment of all operation and maintenance
expanses thereof, and all debt service, reserve, and other requirements in connection with all of the Issuer's
revenue bonds, or other obligations (now or hereafter outstanding), which are payable from all or any part
of the Net Revenues of the Issuer's Waterworks and Sewer System.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the tenns and provisions of the Bond Ordinance, agrees to be bound by such tenns and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and
the Bond Ordinance constitule a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City
Clerk of Ihe Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Bond.
City Clerk
Mayor
(CITY SEAL)
FORM OF PAYING AGENT/REGlSTRAR'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 thaI 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 Allorney General of the State of Texas and registered by the Comptroller of Public Accounls of the State
of Texas.
Dated
The Bank of New York
Paying AgentiRegistrar
By
Authorized Representative
16
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
/ /
(Assignee's Social Security
or Taxpayer Identification Number
(print or type Assignee's name
and address, including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full
power of substitution in the prenUses.
Dated
Signature Guaranteed:
NOTICE: This signature must be guaranteed by a member of the New York Slock Exchange or a
commercial bank or trust company.
Regislered Owner
NOTICE: This signature must correspond with the name of the Registered Owner appearing on the
face of this Bond in every particular without alteration or enlargement or any change whalsoever.
Section 8. TAX LEVY. A special Interest and Sinking Fund (the "Interesl and Sinking Fund")
is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established
and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall
be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying
the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of
the Bonds, logether with any premium received from the sale of the Bonds, shall be deposited, as collected,
to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon
are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amounl
of ad valorem tax which will be sufficient to raise and produce the money required to pay the principal of its
Bonds as such principal matures (bUI never less than 2% of the original principal amounl of the Bonds as a
sinking fund each year); and said tax shall be based on the latest approved tax rolls of the Issuer, with full
allowance being made for tax delinquencies and the cosl of tax colleclion. Said rate and amount of ad
valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for
each year while any of the Bonds or inlerest thereon 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 the Bonds, as
such interesl comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law.
Section 9. REVENUES. That said Bonds, together with other obligations of the Issuer, are
additionally secured by and shall be payable from and secured by the colleclion of the sutplus revenues of
the Issuer's Waterworks and Sewer System, after payment of all expenses of operation and mainlenance
thereof, and all debt service, reserve, and olher requirements in connection with all of the Issuer's revenue
17
bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of the Net
Revenues of the Issuer's Waterworks and Sewer System. The Issuer shall deposit such Surplus Revenues
to the credil of the Interest and Sinking Fund created pursuant to Section 8, to the extenl necessary 10 pay
the principal and interest on the Bonds. Notwithstanding the requirements of Section 8, if revenues are
actually on deposit or budgeted for deposit in the Interesl 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 which otherwise would have
been required to be levied pursuant 10 Section 8 may be reduced to the extent and by the amounl of the
revenues then on deposil in the Interest and Sinking Fund or budgeted for deposit therein. (The tenn "Net
Revenues of the Issuer's Waterworks and Sewer Syslem" shall mean, those revenues of the Issuer's
Walerworks and Sewer Syslem remaining after deducting all the expenses and operalions of the System,
thereof. )
Section 10. TRANSFER. That the Mayor and the City Clerk are hereby ordered to do any and
all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in
ample time to pay such items of principal and interest.
Section II. 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 paymenl of the principal of
such Bond, plus interest thereon 10 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
10 the Paying Agent/Registrar in accordance with an escrow agreemenl or other instrument (the "Future
Escrow Agreement") for such payment (I) lawful money of the United States of America sufficienl to make
such payment or (2) Defeasance Securities thaI mature as to principal and interest in such amounts and at
such times as will insure the availability, without reinvestment, of sufficient money to provide for such
payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for
the payment of its services until all Defeased Bonds shall have become due and payable. At such time as
a Bond shall be deemed 10 be a Defeased Bond hereunder, as aforesaid, such Bond and the inlerest thereon
shall no longer be secured by, payable from, or entitled to the benefils of, the ad valorem laxes herein levied
and pledged 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 al the written direction of the
Issuer 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 10 the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased
Bonds may contain provisions permitting the investment or reinvestmenl of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the salisfaction of the requirements
specified in subsection I I (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 Issuer or deposiled as directed in writing by the Issuer.
(c) The tenn "Defeasance Securities" means (i) direct, noncallable obligations of the Uniled Slales
of America, including obligations thaI are unconditionally guaranteed by the United Stales of America., (ii)
18
noncallable obligations of an agency or instnunentaiity of the United States of America, including obligations
that are unconditionally guaranteed or insured by the agency or instnunentaJity and thaI, on the date of the
purchase thereof are rated as to investment quality by a nationally recognized investment rating fIrm nolless
than AAA or its equivalent, and (iii) noncallable obligations ofa state or an agency or a county, municipality,
or other political subdivision of a state that have been refunded and thaI, on the date the governing body of
the Issuer adopts or approves the proceedings authorizing the fInancial arrangements are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(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 nol been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required
by this Ordinance.
(e) . In the event that the Issuer elects to defease less than all of the principal amount of Bonds
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amounl of Bonds by such
random method as il deems fair and appropriate.
Section 12. 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) Aoolication for Reolacement Bonds. Application for replacement of damaged, mutilaled, lost,
stolen, or destroyed Bonds shall be made by the regislered owner thereof to Ihe Paying Agent/Registrar. In
every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall
furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them
to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may
be. In every case of damage or mUlilation of a Bond, the registered owner shall surrender 10 the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Defaull 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, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indenullty is furnished as above provided in this Section.
(d) Char~e for Issuin~ Reolacement Bonds. Prior 10 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 destmyed shall constitute a contractual obligation of the
Issuer whether or not the 10Sl, stolen, or destroyed Bond shall be found at any lime, 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.
19
(e) Authoritv for Issuin~ Renlaeement Bonds. In aecordance with Chapler 120 I, Texas Government
Code, this Section 12 shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the Issuer or any other body or person, and the duty of
the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and Ihe
Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect,
as provided in Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 13. CUSTODY. APPROVAL. AND REGISTRATION OF BONDS: BOND
COUNSEL'S OPINION: CUSIP NUMBERS' AND CONTINGENT INSURANCE PROVISION. IF
OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the lnilial Bond issued
hereunder and all necessary records and proceedings penaining to the Initial Bond pending its delivety and
its investigation, eXanUnation, and approval by the Attorney General of the State of Texas, and its registralion
by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Initial Bond said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually
sign the Comptroller's Registration Certificate on the Initial Bond, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on the Initial Bond. The approving legal opinion of the Issuer's bond counsel
and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bond or any Bonds
issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any
legal effecl, 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 14. COVENANTS REGARDING T AXEXEMPTION. The Issuer covenants to refrain
from taking any action which would adversely affect, and to take any required action 10 ensure, 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 nol includable in the "gross income" of the holder for purposes of federal
income laxation. In furtherance thereof, the Issuer covenanls as follows:
(a) to take any action 10 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 "privale
business use," as defmed in Section 141(b)(6) of the Code or, ifmore than 10 percent ofthe proceeds or the
projects financed therewith are so used, such amounts, whether or nol received by the Issuer, with respecl
to such private business use, do not, under the terms of this Ordinance, or any underlying arrangemenl,
directly or indirectly, secure or provide for the payment of more than 10 percenl of the debt service on the
Bonds, in contravention of Section 141 (b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described in
Subsection (a) hereof exceeds 5 percent ofthe proceeds ofthe Bonds or the projects financed therewith (less
amounts deposited inlo 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;
(c) to take any action to assure that no amounl 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 fmance loans to persons, other than stale or local governmental units, in contravention of
Seclion 141(c) of the Code;
20
(d) 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;
(e) 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;
(I) 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 propeny (as defmed in
Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other
than investment propeny acquired with -
(I) 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 000 days or less until such proceeds are needed for the
purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-
I (b) of the Treasury Regulations, and
(3) amounts deposiled in any reasonably required reserve or replacement fund to the extenl
such amounts do nol exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use ofthe proceeds of the Bonds or amounls trealed as proceeds of the
Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148
of Ihe Code (relating to arbitrage) and, to the exlent applicable, Section 149(d) of the Code (relating to
advance refundings); and
(h) 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 amounl that is at least equal to 90 percent of the "Excess Earnings,"
within the meaning of Section 148(1) of the Code and to pay 10 the Uniled 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(1) of the Code.
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defmed 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 Bonds. It is the understanding of the Issuer
that the covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event thaI regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the Issuer will not be required to comply with any covenanl contained herein to the exlent that such
failure 10 comply, in the opinion of nationally-recognized bond counsel, will not adversely affecl the exemption
from federal income taxation of interesl on the Bonds under Section 103 of the Code. In the event that
regulalions or rulings are hereafter promulgated which impose additional requirements which are applicable
to the Bonds, the Issuer agrees to comply with the additional requirements to the exlent necessary, in Ihe
opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the Issuer hereby
authorizes and direcls the Mayor of the Issuer to execute any documents, certificales or reports required by
21
Ihe Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are
consislent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established
by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the
claim of any other person, including withoullirnilation the bondholders. The Rebate Fund is established for
the additional purpose of compliance with Section 148 of the Code.
Section IS. ALLOCATION OF. AND LIMITATION ON. EXPENDITURES FOR THE
PROJECT. The Issuer covenants to accounl for the expenditure of sale proceeds and investment earnings
10 be used for the purposes described in Section I of this Ordinance (the "Project") on its books and records
by allocating proceeds to expenditures within 18 months of the laler of the dale that (I) the expenditure is
made, or (2) the Project is completed. The foregoing notwithstanding, Ihe Issuer shall not expend sale
proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of
the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of
nationally-recognized bond counsel that such expenditure will not adversely affecl the tax-exempt status of
the Bonds. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains
an opinion that such failure to comply will not adversely affecl the excludability for federal income tax
purposes from gross income of the interest.
Section 16. DISPOSITION OF PROJECT. The Issuer covenants that the propeny conslituting
the Project originally financed by Refunded Bonds will nol be sold or otherwise disposed in a transaction
resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of
nationally-recognized bond counsel thaI such sale or other disposition will not adversely affecl the tax-exempt
status of the Bonds. For purposes of the foregoing, the portion of the propeny comprising personal property
and disposed in the ordinary course shall not be treated as a transaction resulting in the receipl of cash or
other compensalion. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if
it obtains an opinion that such failure to comply will nol adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 17. DESIGNATION AS OUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer
hereby designates the Bonds as "qualified tax-exempt obligations" as defined in Seclion 265(b)(3) of the Code.
In furtherance of such designation, the Issuer represents, covenants and warrants the following: (a) thaI
during the calendar year in which the Bonds are issued, the Issuer (including any subordinate enlities) has not
designated nor will designale obligations, which when aggregated with the Bonds, will result in more than
$10,000,000 of "qualified tax-exempt obligations" being issued; and (b) thaI the Issuer reasonably anticipales
that the amounl of tax-exempt obligations issued, during the calendar year in which the Bonds are issued, by
the Issuer (or any subordinate entities) will not exceed $10,000,000.
Section 18. CONTINUING DISCLOSURE. (a) Annual Reoorts. (i) The Issuer shall provide
annually to eachNRMSIR and any SID, within six months after the end of each fiscal year ending in or after
2001, financial information and operating data wilh respect to the Issuer of the general type included in the
final Official Statement authorized by Section 16 of this Ordinance, being the information described in Exhibit
A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles
described in Exhibit A thereto, or such other accounling principles as the Issuer may be required to employ
from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such
stalements and the audit is completed within the period during which they must be provided. If Ihe audit of
22
such financial statements is not complete within such period, then the Issuer shall provide unaudited financial
statements and shall provide audited financialslatements for the applicable fiscal year to each NRMSIRand
any SID, when and if the audil report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required
to provide financial information and operating dala pursuant to this Section. The financial infonnation and
operating data to be provided pursuant to this Section may be set fonh in full in one or more documents or
may be included by specific reference to any documenl (including an official statement or other offering
documen~ if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any
SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Bonds, if such event is malerial within the
meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancemenls reflecting financial difficullies;
5. Substitution of credit or liquidity providers, or their failure to perfonn;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of propeny securing repayment of the Bonds; and
II. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the Issuer to provide financial infonnation or operating dala in accordance with subsection (a) of this
Section by the time required by such subsection.
(c) Limitations. Disclaimers. and Amendment.. (i) The Issuer shall be obligated to observe and perfonn the
covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligaled
person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give
nolice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer
to be oUlstanding.
(ii) The provisions of this Section are for the sole benefit of the holders 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 10 any other person. The Issuer undertakes to provide only the financial
information, operating data, financial statements, and nolices which it has expressly agreed to provide pursuant
to this Section and does not hereby undertake to provide any olher infonnation that may be relevanl or
material to a complete presentation of the Issuer's fmancial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The Issuer does not make any represenlation or warranty concerning such
infonnation or its usefulness 10 a decision 10 invest in or sell Bonds at any future date.
23
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT
OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or perfornUng 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 limil the duties of the Issuer
under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time 10 adapt 10
changed circumstances that atise from a change in legal requirements, a change in law, or a change in the
identity, nature, status, or type of operations of the Issuer, but only if (I) the provisions of this Section, as so
amended, would have pernUtted an underwtiter to purchase or sell Bonds in the primary offering of the Bonds
in compliance with the Rule, taking into account any amendments or inlerpretations of the Rule since such
offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate
principalamounl (or any grealer amount required by any other provision of this Ordinance that authorizes such
an amendmenl) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffilialed with
the Issuer (such as bond counsel deternUned that such amendment will not materially impair the inlerest of
the holders and beneficial owners of the Bonds. If the Issuer so amends the provisions of this Seclion, il shall
include with any amended financial information or operating data next provided in accordance with subsection
(a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The Issuer may also amend
or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid,
but only if and to the extenl that the provisions of this sentence would not prevent an underwtiler from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have Ihe meanings ascribed to such
terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its slaff has determined to be a nalionally
recognized municipal securities information repository within the meaning of the Rule from time to
time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEe" means the United States Securities and Exchange Commission.
"SID" means any person designated by the Slate of Texas or an authorized department, officer, or
agency thereof as, and deternUned by the SEC or its staff to be, a state information deposilory within
the meaning of the Rule from time to time.
24
Section] 9. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to FIRST
SOUTHWEST COMPANY (the "Underwriters"), al a price of$5,099,566 being the principal amount of the
Bonds plus a net original issue prenUum of $],104.50, less an Underwriters discount of $3],538.50 plus
accrued interest, pursuant to the terms and provisions of a Bond Purchase Agreement in substantially the
form attached hereto as Exhibil B which the Mayor of the City of the Issuer is hereby authorized and directed
to execute and deliver and which the City Clerk of the Issuer is hereby authorized and directed 10 attesl (with
accrued interest to be deposited into the Bond Fund). It is hereby officially found, determined, and declared
Ihat the terms of this sale are the mosl advantageous reasonably obtainable. The Bonds shall initially be
registered in the name of FIRST SOUTHWEST COMPANY.
Seclion 20. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form
and conlenl of the Official Statement relating to the Bonds and any addenda, supplement or amendment
thereto, and approves the distribution of such Official Slatement in the reoffering of the Bonds by the
Underwriter in rmal form, with such changes therein or additions thereto as the officer executing the same
may deem advisable, such delermination to be conclusively evidenced by his execulion thereof
Section 21. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The
Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Clerk of the Issuer
is hereby authorized and directed 10 attesl an Escrow Agreement in substantially the form attached hereto
as Exhibit B. In Addition, the Mayor is authorized to execute such subscription for the purchase of U. S.
Treasury Securities, State and Local Government Series, or the purchase of direct obligations of the Uniled
Stales of America as may be necessary for the Escrow Fund, and to authorize such contribulions as may be
necessary for the Escrow Fund.
Section 22. NOTICE OF REDEMPTION. That there is attached 10 this Ordinance, as Exhibit
C, and made a pan hereof for all purposes, a notice of prior redemption for the Refunded Bonds 10 be
redeemed prior to staled maturity, and such Refunded Bonds described in said notice of prior redemption are
hereby called for redemplion and shall be redeemed prior to maturity on the date, place, and al the price as
set forth therein.
Section 23. NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION. The
Refunded Bonds described in Exhibit C attached herelo are so called for redemption, and The Bank of New
York is hereby directed to make appropriale arrangements so that such Refunded Bonds may be redeemed
at said Bank on the redemption date. A copy of such Notice of Redemption shall be delivered to the Paying
Agent/Registrar so mentioned, and published in the Texas Bond Reporter.
Section 24. ]NTEREST EARNINGS ON BOND PROCEEDS. The earnings derived from the
investment of proceeds from the sale of the Bonds shall be used along with other Bonds proceeds as
described in Section] hereof; provided that after completion of such project, if any of such interesl earnings
remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further
provided, however, that inlerest earnings on the Bonds proceeds which are required to be rebated 10 the
United States of America pursuant to Section ]4 hereof in order to prevent the Bonds from being arbitrage
bonds shall be so rebated and not considered as interest earnings for the purpose of this Section.
Section 25. REASONS FOR REFUNDING. The Issuer deems it advisable and in the best
interests of the Issuer to refund the Refunded Bonds in order to restructure the Issuer's debt service
25
payments, resulting in a debt service savings of approximately $671,431.02 and a present value savings, after
taking into account transfers from the Interest and Sinking Fund for the Refunded Bonds, of $533,760.95.
Section 26. PUBLIC NOTICE. It is hereby officially found and deternUned thaI public notice
of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government
Code.
Section 27. INSURANCE. The Issuer does hereby approve the execution of a commitment
letter for municipal bond insurance from Financial Guaranty Insurance Company, and agrees that the provision
of Exhibit E thereof, being the Insurance Commitment, which are attached hereto, are hereby adopled and
incorporated inlo this Ordinance.
Section 28.
EFFECTIVE DATE. This Ordinance shall become effective on August 27, 200 I.
PASSED AND ADOPTED THIS THE 27TH DAY OF AUGUST, 2001.
~
LArY\t\:tt~ "<>.; ~ tl.rv<V
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
26
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance.
I. Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer 10 be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the
Official Statemenl and Tables referred 10) below:
Tables 1, 2, 11 through 13, 22, 24 through 26 and in Appendix A and Appendix D
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes 10 the financial statements referred to in paragraph I above.
EXHIBIT C
Escrow Agreement
The Escrow Agreement has been onUlted at this point as it appears in executed form elsewhere in
this transcript.
EXHIBIT D
NOTICE OF REDEMPTION
CITY OF PARIS, TEXAS
NOTICE IS HEREBY GIVEN that the CITY OF PARIS, TEXAS (the "City") has called for
redemption the outstanding Bonds of the City described as follows:
CITY OF PARIS, TEXAS Tax and Revenue Refunding Bonds, Series 1991, dated November I,
1991, maturities December 15, 2001 through December 15,2011, in the aggregate principal amounl
of$5,755,ooo, to call date of the Bonds so called for redemption at the Bank of New York, New
York, New York. Call date: December 15,2001.
On December 15, 2001, interest on the Bonds shall cease to accrue and be payable.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and provisions of
said Bonds.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said Bonds called for redemption with funds sufficient to pay the principal amount of said Bonds
and Ihe interest thereon to the redemption date. In the event said Bonds, or any of them are not presented
for redemption by the dale fixed for their redemplion, they shall not thereafter bear inlerest.
NOTICE IS FURTHER GIVEN that the Bonds should be submitted to either of the following
addresses:
Mail Deliverv
Hand Deliverv or Courier
The Bank of New York
Attention: Redemption Unit
1301 Fannin Street, Suite 2215
Houston, Texas 77002
The Bank of New York
Attention: Redemption Unit
1301 Fannin Street, Suite 2215
Houslon, Texas 77002
Michael 1. Pfiester, Mayor
CITY OF PARIS, TEXAS