2010-005 ORD GENERAL OBLIGATION REFUNDING BONDSOrdinance No.2010-005
ORDINANCE OF THE CITY OF PARIS, TEXAS
AUTHORIZING THE ISSUANCE OF
CITY OF PARIS, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2010
TABLE OF CONTENTS
Section 1. Recitals, Amount and Purpose of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2. Designation, Date, Denominations, Numbers, and Maturities and Interest Rates
of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3. Characteristics of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4. Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5. Interest and Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 6. Defeasance of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7. Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds . . . . . . . . . . . . . . . . . . . . . . 16
Section 8. Custody, Approval, and Registration of Bonds; Bond Counsel's Opinion; Cusip
Numbers and Contingent Insurance Provision, If Obtained; Engagement of Bond
Counsel ...........................................................16
Section 9. Covenants Regarding Tax Exemption of Interest on the Bonds . . . . . . . . . . . . . . . . 17
Section 10. Sale of Bonds and Approval of Official Statement; Further Procedures 19
Section 11. Default and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 12. Compliance with Rule 15c2-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 13. Method of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 14. Approval of Escrow Agreement and Transfer of Funds . . . . . . . . . . . . . . . . . . . . . 25
Section 15. Redemption of Refunded Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 16. Appropriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 17. Severability .......................................................26
Section 18. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Schedule I Schedule of Refunded Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Exhibit A Annual Financial Statements and Operating Data . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
I
ORDINANCE 2010-005
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PARIS, TEXAS GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2010; LEVYING AN ANNUAL AD
VALOREM TAX FOR THE PAYMENT OF SAID BONDS; APPROVING AN OFFICIAL
STATEMENT; CALLING CERTAIN OUTSTANDING OBLIGATIONS FOR
REDEMPTION PRIOR TO MATURITY; AND ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT
THE STATE OF TEXAS
§
COUNTY OF LAMAR
§
CITY OF PARIS
§
WHEREAS, certain previously issued and outstanding obligations of the City of Paris, Texas
(the "Issuer") described in Schedule I attached hereto and incorporated herein (collectively, the
"Refunded Obligations") are intended to be and shall be refunded pursuant to this Ordinance;
WHEREAS, Chapter 1207, Texas 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 paying agent for the Refunded Obligations or a trust company or
commercial bank that does not act as a depository for the Issuer and is named in these proceedings,
and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter
into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust
company or commercial bank with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the Issuer and
such paying agent or trust company or commercial bank may agree;
WHEREAS, The Bank of New York Mellon Trust Company, N.A., is a paying agent for the
Refunded Obligations, and the Escrow Agreement, wherein The Bank of New York Mellon Trust
Company, N.A. is the Escrow Agent, hereinafter authorized constitutes an escrow agreement of the
kind authorized and permitted by said Chapter 1207;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best
interests of the Issuer to refund the Refunded Obligations in order to achieve a debt service savings,
and that such refunding will result in a present value debt service savings of approximately
$ and an actual debt service savings of $ to the Issuer;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized;
WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and
delivered pursuant to the general laws of the State of Texas, including Texas Government Code,
Chapter 1207, as amended; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Texas Government Code,
Chapter 551; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The recitals set
forth in the preamble hereof are incorporated herein and shall have the same force and effect as if
set forth in this Section. The bonds of the Issuer are hereby authorized to be issued and delivered
in the aggregate principal amount of $17,190,000 for the purpose of refunding certain outstanding
obligations of the Issuer referenced in the preamble hereto and described in Schedule I hereto and
to pay the costs incurred in connection with the issuance of the Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES AND INTEREST RATES OF BONDS. Each bond issued pursuant to this
Ordinance shall be designated: "CITY OF PARIS, TEXAS, GENERAL OBLIGATION
REFLJNDING BOND, SERIES 2010," and initially there shall be issued, sold, and delivered
hereunder one fully registered bond, without interest coupons, dated February 15, 2010, in the
principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
bonds issued in replacement thereof being in the denominations and principal amounts hereinafter
stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners
thereof (with the initial bond being made payable to the initial purchaser as described in Section 10
hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof
(in each case, the "Registered Owner"), and said bonds shall mature and be payable serially on June
15 and December 15 in each of the years and in the principal amounts, respectively, and shall bear
interest from the dates set forth in the FORM OF BOND set forth in Section 4 of this Ordinance to
their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth
in the following schedule:
Maturity Principal Interest Maturity Principal Interest
Dates Amount Rates Dates Amount Rates
06/ 1512010
12/15/2010
06/1 S/2011
12/15/2011
06/15/2012
12/15/2012
06/ 15/2013
06/15/2015
12/15/2015
06/15/2016
12/15/2016
06/15/2017
12/15/2017
06/15/2018
2
12/15/2013 12/15/2018
06/15/2014 06/15/2019
12/15/2014 12/15/2019
06/ 15/2020
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Registration Transfer Conversion and Exchange. The Issuer shall keep or cause to be
kept at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A.,
in Dallas, Texas (the "Paying Agent/Registrar"), books or records for the registration of the transfer,
conversion and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints
the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make
such registrations of transfers, conversions and exchanges under such reasonable regulations as the
Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such
registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar
shall obtain and record in the Registration Books the address of the registered owner of each Bond
to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the
duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The Issuer shall have the right to inspect the Registration Books during regular business
hours of the Paying AgendRegistrar, but otherwise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, conversion, exchange and
delivery of a substitute Bond ar Bonds. Registration of assignments, transfers, conversions and
exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM
OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered
for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the governing body of the Issuer or any other body or person so as to accomplish the
foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar
shall provide for the printing, execution, and delivery of the substitute Bonds in the manner
prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and
strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and
exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Bonds that initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(b) Pavment 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, all
as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance.
However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each registered owner appearing on the Registration Books at the close of business on the
last business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to
the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), (iii)
may be converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall
have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal
of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND set forth in this Ordinance. The Bond initially issued and delivered pursuant to this
Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under
this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) PUing A eg~nt/Registrar for the Bonds. The lssuer covenants with the registered owners
of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent
and legally qualified bank, trust company, financial institution, or other entity to act as and perform
the services of Paying AgentlRegistrar 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 AgendRegistrar upon not less than 75 days written notice to the Paying Agent/Registrar,
to be effective not later than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company,
financial institution, or other entity to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds,
by United States mail, first-class postage prepaid, which notice also shall give the address ofthe new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
4
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit of this Ordinance unless and until there appears
thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this
Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be
required that the same authorized representative of the Paying Agent/Registrar sign the Certificate
of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying
Agent/Registrar described above, the Initial Bond delivered on the closing date shall have attached
thereto the Comptroller's Registration Certificate substantially in the form provided in this
Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas or by
his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly
approved by the Attorney General of the State of Texas and that it is a valid and binding obligation
of the Issuer, and has been registered by the Comptroller.
(f) Book-Entrv On1y S, s~. The Bonds issued in exchange for the Bond initially issued
to the initial purchaser specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereo£ Upon initial issuance, the ownership of each such
Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company,
New York, New York ("DTC"), and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on whose
behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and
settlement of securities transactions among DTC Participants or to any person on behalf of whom
such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding
sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person,
other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with
respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a
Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to
principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person
in whose name each Bond is registered in the Registration Books as the absolute owner of such
Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order
of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered
Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the
Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by
5
DTC to the Paying AgentlRegistrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance
with respect to interest checks being mailed to the Registered Owner at the close of business on the
Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
The previous execution and delivery of the Blanket Letter of Representations with respect
to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully
applicable to the Bonds.
(g) Successor Securities Depositorv• Transfers Outside Book-Entrv Onlv Svstem. In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the representations letter of the Issuer to DTC or that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i)
appoint a successor securities depository, qualified to act as such under Section 17A of the Securities
and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of
such successor securities depository and transfer one or more separate Bonds to such successor
securities depository ar(ii) notify DTC and DTC Participants of the availability through DTC of
Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with
the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the representations letter of
the Issuer to DTC.
(i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
principal amount of the Bonds, payable in stated installments to the purchaser designated in Section
10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the
Issuer, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State of Texas, will be delivered to such purchaser or its
designee. Upon payment for the initial Bond, the Paying Agent/Registrar shall cancel the initial
Bond and deliver to the Depository Trust Company on behalf of such purchaser one registered
definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of
the Bonds for such maturity.
(j) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice shall state that said redemption may, at the option of the Issuer, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
6
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and effect,
the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying
AgentlRegistrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as
follows, with such appropriate variations, omissions or insertions as are permitted or required by this
Ordinance.
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
$
CITY OF PARIS, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2010
Interest Rate Dated Date Maturity Date CUSIP No.
February 15, 2010 15,
REGISTERED OWNER:
PRINCIPAL AMOLTNT:
DOLLARS
ON THE MATURITY DATE specified above, the City of Paris, in Lamar County, Texas
(the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified
above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360-day year of twelve 30-day months) from February 15, 2010 at the Interest Rate per
annum specified above. Interest is payable on June 15, 2010 and semiannually on each December
15 and June 15 thereafter to the Maturity Date specified above, or the date of redemption prior to
maturity; except, if this Bond is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the
interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case
such principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for
which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest
from the date to which such interest has been paid in full.
7
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity, or
upon the date fixed for its redemption prior to maturity, at the designated corporate trust office of
The Bank of New York Mellon Trust Company, N.A., in Dallas, Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its
address as it appeared on the last business day of the month preceding each such date (the "Record
Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In
addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. In the event of a non-payment
of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying AgentlRegistrar, if and
when funds for the payment of such interest have been received from the Issuer. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be 15
days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first-class postage prepaid, to the address of each owner of a
Bond appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Bond for redemption and payment at the designated corporate trust office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner ofthis Bond that on or before each
principal payment date, interest payment date, and accrued interest payment date for this Bond it will
make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the
Bond Ordinance, the amounts required to provide for the payment, in immediately available funds,
of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day that is not
such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS BOND is one of a series of Bonds dated February 15, 2010, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $17,190,000 for the
public purposes of refunding certain outstanding obligations of the Issuer and to pay the costs
incurred in connection with the issuance of the Bonds.
8
ON JUNE 15, 2018, or on any date thereafter, the outstanding Bonds of this series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any
available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions
thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a
Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the
principal amount to be redeemed plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid to the registered owner of each Bond to be redeemed
at its address as it appeared on the registration books of the Paying Agent/Registrar at the close of
business on the business day next preceding the date of mailing such notice; provided, however, that
the failure of the registered owner to receive such notice, or any defect therein or in the sending or
mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption
of any Bond. By the date fixed for any such redemption due provision shall be made with the
Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions
thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision
for such payment is made, all as provided above, the Bonds or portions thereof that are to be so
redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemption, and they shall not be regarded as
being outstanding except for the right of the registered owner to receive the redemption price from
the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond
shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the
same rate, in any denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee
or assignees, as the case may be, having the same denomination or denominations in any integral
multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or
assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form
and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or
assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
registered. The form of Assignment printed or endorsed on this Bond may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Bond or any portion or portions hereof from time to time by the registered owner.
The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
9
transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall
be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer, conversion, or exchange (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.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond
have been performed, existed and been done in accordance with law; and that annual ad valarem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due and such principal matures, have been levied and ordered to be levied against all
taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed
by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
registered owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor Pro-Tem)
and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has
caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(si n7ature),
City Secretary
(signature)
Mayor
(SEAL)
10
(b) Form of Paying Aaent/Re istrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: The Bank of New York Mellon Trust Company, N.A.
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer ldentification Number of Transferee:
Please print or typewrite name and address, including zip code of Transferee:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
11
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must correspond
an eligible guarantor institution participating in with the name of the Registered Owner as it
a securities transfer association recognized appears upon the front of this Bond in every
signature guarantee program. particular, without alteration or enlargement or
any change whatsoever.
(d) Form of Reizistration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER N0.
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF PARIS, TEXAS, in Lamar County, Texas (the "Issuer"), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"),
on June 15 and December 15 in each of the years, in the principal installments and bearing interest
at the per annum rates set forth in the following schedule:
Years Principal Interest Rates
Installments
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from February 15, 2010 at the respective Interest Rate
per annum specified above. Interest is payable on June 15, 2010, and semiannually on each
12
December 15 and June 15 thereafter to the date of payment of the principal installment specified
above, or the date of redemption prior to maturity; except, that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such Principal Amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and
maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking
Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be
used only for paying the interest on and principal of said Bonds. All amounts received from the sale
of the Bonds as accrued interest shall be deposited upon receipt to the Interest and Sinking Fund,
and all ad valorem taxes levied and collected for and on account of said Bonds shall be deposited,
as collected, to the credit of said Interest and Sinking Fund. During each year while any of said
Bonds are outstanding and unpaid, the governing body of said Issuer shall compute and ascertain
a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required
to pay the interest on said Bonds as such interest comes due, and to provide and maintain a sinking
fund adequate to pay the principal of said Bonds as such principal matures (but never less than 2%
of the original amount of said Bonds as a sinking fund each year); and said tax shall be based on the
latest approved tax rolls of said Issuer, with full allowances being made for tax delinquencies and
the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby
ordered to be levied, against all taxable property in said Issuer, for each year while any of said
Bonds are outstanding and unpaid, and said tax shall be assessed and collected each such year and
deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient
to provide for the payment of the interest on and principal of said Bonds, as such interest comes due
and such principal matures, are hereby pledged for such payment, within the limit prescribed by law.
If lawfully available moneys of the Issuer are actually on deposit in the Interest and Sinking Fund
in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the
amount of taxes that otherwise would have been required to be levied pursuant to this Section may
be reduced to the extent and by the amount of the lawfully available funds then on deposit in the
Interest and Sinking Fund.
(b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of
the taxes granted by the Issuer under this Section, and is therefore valid, effective, and perfected.
Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result
of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to
be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve
to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
13
applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security
interest in said pledge to occur.
Section 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest
thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient
to make such payment or (2) Defeasance Securities that mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient money
to provide for such payment, and when proper arrangements have been made by the Issuer with the
Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become
due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled
to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and
such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any
determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided
that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves
the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right
to the owners of the Defeased Bonds immediately following the making of the payment
arrangements; and (3) directs that notice of the reservation be included in any redemption notices
that it authorizes.
(b) Any moneys so deposited with the Paying AgentlRegistrar may at the written direction
of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment ar reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
Subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by
the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with
respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as
directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America, (ii) noncallable obligations of an agency or instrumentality of the United States of
14
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, 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 not 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 amount of Bonds
by such random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost,
stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner
applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred that is then continuing in the
payment of the principal of, 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 indemnity is furnished
as above provided in this Section.
(d) Charge for Issuine Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement Bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond
15
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authoritv for Issuing Replacement Bonds. In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any
such replacement Bond without necessity of further action by the governing body of the Issuer or
any other body or person, and the duty of the replacement of such Bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this
Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued
and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending
their delivery and their investigation, examination, and approval by the Attorney General of the State
of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to
act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to
such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers
may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance,
but neither shall have any legal effect, and shall be solely for the convenience and information of
the registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear
an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of
initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel
to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved and
confirmed. The execution and delivery of an engagement letter between the Issuer and such firm,
with respect to such services as bond counsel, is hereby authorized in such form as may be approved
by the Mayor or the City Manager, and the Mayor or the City Manager is hereby authorized to
execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from
any action that would adversely affect, the treatment of the Bonds as obligations described in section
103 of the Code, the interest on which is not includable in the "gross income" of the holder for
purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
16
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds
or the projects financed by the bonds or the Refunded Obligations (the "Project") are so
used, such amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt
service on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a"private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) 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;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Bonds, other than investment property acquired with -
(A) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
17
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a"Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and
such Fund shall not be subject to the claim of any other person, including without limitation the
Bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
Regulations and, in the case of the Bonds, transferred proceeds (if any) and proceeds of the
Refunded Obligations expended prior to the date of issuance of the Bonds. It is the understanding
of the Issuer that the covenants contained herein are intended to assure compliance with the Code
and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto.
In the event that regulations or rulings are hereafter promulgated that modify or expand provisions
of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant
contained herein to the extent that such failure to comply, in the opinion of nationally recognized
bond counsel, will not adversely affect the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally
recognized bond counsel, to preserve the exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes
and directs the Mayor, the City Manager or an Assistant City Manager to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that
may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Projects. The Issuer covenants that the Projects will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such
sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for
federal income tax proposes from gross income of the interest.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to First Southwest Company and
Morgan Keegan & Co., Inc. (the "Underwriters") for the purchase price of $
18
(representing the par amount of the Bonds of $17,190,000.00, plus a net original issue premium of
$ and less an Underwriters' discount on the Bonds of plus accrued
interest (accrued interest to be deposited into the Interest and Sinking Fund) thereon to date of
delivery pursuant to the terms and provisions of a Purchase Agreement with the Underwriters. It
is hereby officially found, determined, and declared that the Bonds have been sold pursuant to the
terms and provisions of a Purchase Agreement in substantially the form presented at this meeting,
which the Mayor of the Issuer is hereby authorized and directed to execute. It is hereby officially
found, determined, and declared that the terms of this sale are the most advantageous reasonably
obtainable. The Initial Bond shall be registered in the name of First Southwest Company or its
designee.
(b) The Issuer hereby approves the form and content of the Official Statement relating to
the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such
Official Statement in the reoffering of the Bonds by the Underwriters in final form, with such
changes therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof. The distribution and use of
the Preliminary Official Statement posted and disseminated January 2010, prior to the date
hereof is hereby ratified and confirmed.
(c) The Mayor and Mayor Pro-Tem, the City Manager and City Secretary and all other
officers, employees and agents of the Issuer, and each of them, shall be and they are hereby
expressly authorized, empowered and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge and deliver in the name and on behalf of the
Issuer a Paying AgentlRegistrar Agreement with the Paying AgentlRegistrar and all other
instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out
the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds and the Official
Statement. In case any officer whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
Section 11. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights
of the registered owners of the Bonds, including, but not limited to, their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by any Registered Owner to the Issuer.
19
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and
enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal orpecuniary liability or charge against the officers, employees or councilmembers
of the Issuer.
Section 12. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
20
(i) The Issuer shall provide annually to the MSRB, in an electronic format as
prescribed by the MSRB, within six months after the end of each fiscal year ending in or
after 2010, financial information and operating data with respect to the Issuer of the general
type included in the final Official Statement authorized by Section 10 of this Ordinance,
being the information described in Exhibit A hereto. Any financial statements so to be
provided shall be (1) prepared in accordance with the accounting principles described in
Exhibit A hereto, or such other accounting principles as the Issuer may be required to
employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer
commissions an audit of such statements and the audit is completed within the period during
which they must be provided. If the audit of such financial statements is not complete within
such period, then the Issuer shall provide unaudited financial statements by the required
time, and shall provide audited financial statements for the applicable fiscal year to the
MSRB, when and if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and
of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise
would be required to provide financial information and operating data pursuant to this
Section. The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference
to any document that is available to the public on the MSRB's internet website or filed with
the SEC. All documents provided to the MSRB pursuant to this Section shall be
accompanied by identifying information as prescribed by the MSRB.
(c) Material Event Notices. The Issuer shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner, of any of the following events with respect to the
Bonds, if such event is material within the meaning of the federal securities laws:
l. 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 enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
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 property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (b) of this Section by the time
required by such subsection.
(d) Limitations Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in
this Section for so long as, but only for so long as, the Issuer remains an "obligated person"
21
with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event
will give notice of any deposit made in accordance with this Ordinance or applicable law that
causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners
and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall
give any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The Issuer undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to this
Section and does not hereby undertake to provide any other information that may be relevant
or material to a complete presentation of the Issuer's financial results, condition, or prospects
or hereby undertake to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The Issuer does not make any representation
or warranty concerning such information or its usefulness to a decision to invest in or sell
Bonds at any future date.
(iii) UNDERNO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING 1N WHOLE OR IN
PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS
SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under this Ordinance for purposes of any other
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or
provide notices to entities other than the MSRB, the Issuer hereby agrees to undertake such
obligation with respect to the Bonds in accordance with the Rule as amended. The
provisions of this Section may be amended by the Issuer from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase
or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (a) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance
that authorizes such an amendment) of the outstanding Bonds consent to such amendment
or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond
counsel) determined that such amendment will not materially impair the interest of the
registered owners and beneficial owners of the Bonds. The Issuer may also amend or repeal
the provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provision of the Rule or a court of final jurisdiction enters judgment that such
22
provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided in
accordance with subsection (b) of this Section an explanation, in narrative form, of the
reason for the amendment and of the impact of any change in the type of financial
information or operating data so provided.
Section 13. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affectthe interests
of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events
of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (v) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal
amount 51 % of the aggregate principal amount of then outstanding Bonds that are the subject of a
proposed amendment shall have the right from time to time to approve any amendment hereto that
may be deemed necessary or desirable by the Issuer; provided, however, that without the consent
of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium
on outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of any series of Bonds
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
23
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the office of the Issuer for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51 % in
aggregate principal amount of all of the Bonds then outstanding that are required for the amendment,
which instrument or instruments shall refer to the proposed amendment and that shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders
of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Bond
during such period. Such consent may be revoked at any time after six months from the date of the
publication of said notice by the holder who gave such consent, or by a successor in title, by filing
notice with the Issuer, but such revocation shall not be effective if the holders of 51 % in aggregate
principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation,
consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon
the registration of the ownership of such Bonds on the registration books kept by the Paying
Agent/Registrar.
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FiINDS.
The Mayor or the City Manager of the Issuer is hereby authorized and directed to execute and
deliver the Escrow Agreement with The Bank of New York Mellon Trust Company, N.A., in
substantially the form presented at this meeting. In addition, the Mayor or other officer of the Issuer
is authorized to purchase such securities, to execute subscriptions for the purchase of U. S. Treasury
Securities, State and Local Government Series, and to authorize such contributions, as may be
necessary for the Escrow Fund.
Section 15. REDEMPTION OF REFLINDED OBLIGATIONS.
(a) The Issuer hereby directs that certain of the Refunded Obligations be called for
redemption on the dates and as set forth on Schedule I. Each of such Refunded Obligations shall
be redeemed at the redemption price of par plus accrued interest. The Mayor of the Issuer is hereby
authorized and directed to issue or cause to be issued the Notice of Redemption of the Refunded
Obligations in the form set forth in Exhibit B attached hereto to the paying agentlregistrar for the
Refunded Obligations.
24
(b) In addition, the paying agendregistrar for the Refunded Obligations is hereby directed
to provide the appropriate notices of redemption and defeasance as specified by the ordinances
authorizing the issuance of the Refunded Obligations and is hereby directed to make appropriate
arrangements so that the Refunded Obligations may be redeemed on their redemption dates. The
Refunded Obligations shall be presented for redemption at the paying agent/registrar therefore, and
shall not bear interest after the date fixed for redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their redemption date shall be from the funds placed in escrow with the Escrow
Agent, pursuant to the Escrow Agreement approved in Section 14 of this Ordinance.
Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds, if any,
prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current
funds on hand, which are hereby certified to be on hand and available for such purpose, an amount
sufficient to pay such debt service, and such amount shall be used for no other purpose.
Section 17. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase
or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the
remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain
in full force and effect.
Section 18. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City
Council.
(Execution Page Follows)
25
DULY PASSED AND ADOPTED THIS THE 25TH DAY OF JANUARY, 2010.
~ -
')n~iAce Ellis, City Clerk
~
J sse James reelen, Mayor
APPROVED AS TO FORM:
Kent McIlyar, i orney
SCHEDULEI
SCHEDULE OF REFUNDED OBLIGATIONS
General Obligation Refunded Obli at~ ions
Principal
Amount
Description Maturities Outstanding
Tax and Revenue Refunding Bonds, Series 1998 12/15/2010 $675,000
12/ 15/2011 715.000
Total $1,390,000
Called for redemption on March 2, 2010, at par plus accrued interest.
Principal
Amount
Description Maturities Outstanding
Combination Tax and Revenue Certificates of
Obligation, Series 2000 12/15/2010 $295,000
12/15/2011
315,000
12/15/2012
335,000
12/15/2013
350,000
12/15/2014
375,000
12/15/2015
395,000
12/15/2016
420,000
12/15/2017
445,000
12/15/2018
470,000
12/15/2019
495,000
Total
$3,895,000
Called for redemption on March 2, 2010, at par plus accrued interest.
Principal
Amount
Refunded
$675,000
715,000
$1,390,000
Principal
Amount
Refunded
$295,000
315,000
335,000
350,000
375,000
395,000
420,000
445,000
470,000
495,000
$3,895.000
Principal Principal
Amount Amount
Description Maturities Outstanding Refunded
Tax and Revenue Refunding Bonds, Series 2001 12/15/2010 $580,000 $580,000
12/15/2011 605.000 605.000
Total $1,185,000 $1,185.000
Called for redemption on March 2, 2010, at par plus accrued interest.
Revenue Refunded Obligations
I-1
Description
Waterworks and Sewer System Revenue Bonds, Series
1997
Total
Principal
Principal
Amount
Amount
Maturities
Outstanding
Refunded
06/15/2010
$305,000
$305,000
06/15/2011
320,000
320,000
06/15/2012
340,000
340,000
06/15/2013
360,000
360,000
06/15/2014
380,000
380,000
06/15/2015
400,000
400,000
06/15/2016
420.000
420.000
$2.525.000
$2,525,000
Called for redemption on March 2, 2010, at par plus accrued interest.
Principal
Amount
Description Maturities Outstanding
Waterworks and Sewer System Revenue Bonds, Series
1998 12/15/2010 $810,000
12/ 15/2011 850,000
Total $1,660.000
Principal
Amount
Refunded
$810,000
850.000
$1,660,000
Called for redemption on March 2, 2010, at par plus accrued interest.
Principal
Principal
Amount
Amount
Description Maturities
Outstanding
Refunded
Waterworks and Sewer System Revenue Bonds, Series
2000 06/15/2011
$505,000
$505,000
06/15/2012
530,000
530,000
06/15/2013
560,000
560,000
06/15/2014
600,000
600,000
06/15/2015
630,000
630,000
06/15/2016
665,000
665,000
06/15/2017
705,000
705,000
06/15/2018
745,000
745,000
06/ 15/2020
1.625,000
1.625,000
Total
$6.565.000
$6,565,000
Called for redemption on June 15, 2010, at par plus accrued interest.
I-1
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section 12(b) of this Ordinance:
The financial information and operating data with respect to the Issuer to be provided annually in accordance
with such Section are as specified (and included in the Appendix ar under the headings of the Official
Statement refened to) below:
APPENDIX A Tables 1, 2, 11, 12, 13, 15, 22, 23, 24, 25, and 26
APPENDIX B(FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR WHICH
WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE AUDITED
FINANCIAL STATEMENTS WILL BE MADE AVAILABLE)
Accounting Principles
The accounting principles refened to in such Section are the accounting principles described in the notes to
the financial statements referred to in paragraph above.
A-1
EXHIBIT B- NOTICE OF REDEMPTION
NOTICE OF REDEMPTION
CITY OF PARIS, TEXAS
CUSIP Prefix No. 699891
NOTICE IS HEREBY GI VEN that the City of Paris, Texas has called for redemption the outstanding
Certificates of Obligation and Bonds of the City described as follows (collectively, the "Refunded
Obligations"):
City of Paris, Texas Tax and Revenue Refunding Bonds, Series 1998, dated September
1, 1998, maturing December 15, 2010 and December 15, 2011, in the aggregate principal
amount of $1,390,000 (the "Series 1998 Tax and Revenue Bonds"), to the call date of the
Series 1998 Tax and Revenue Bonds so called for redemption at The Bank of New York
Mellon Trust Company, N.A. Call date: March 2, 2010.
Original
Principal
Maturity
Principal
Amount to CUSIP
Date
Amount
be Redeemed Suffix
12/15/2010
$675,000
$675,000
12/15/2011
715,000
715.000
$1,390,000
$1,390,000
On March 2, 2010, interest on the Series 1998 Tax and Revenue Bonds shall cease to accrue
and be payable.
City of Paris, Texas Combination Tax and Revenue Certificates of Obligation, Series
2000, dated March 15, 2000, maturing December 15, 2010 through December 15, 2019, in
the aggregate principal amount of $3,895,000 (the "Series 2000 Certificates of Obligation"),
to the call date of the Series 2000 Certificates of Obligation so called for redemption at The
Bank of New York Mellon Trust Company, N.A. Call date: March 2, 2010.
Original
Principal
Maturity
Principal
Amount to CUSIP
Date
Amount
be Redeemed Suffix
12/15/2010
$295,000
$295,000
12/15/2011
315,000
315,000
12/15/2012
335,000
335,000
12/15/2013
350,000
350,000
12/15/2014
375,000
375,000
12/15/2015
395,000
395,000
12/15/2016
420,000
420,000
12/15/2017
445,000
445,000
12/15/2018
470,000
470,000
12/15/2019
495,000
495,000
B-1
$3,895,000 $3,895,000
On March 2, 2010, interest on the Series 2000 Certificates of Obligation shall cease to accrue
and be payable.
City of Paris, Texas Tax and Revenue Refunding Bonds, Series 2001, dated September
15, 2001, maturing December 15, 2010 and December 15, 2011, in the aggregate principal
amount of $1,185,000 (the "Series 2001 Tax and Revenue Bonds"), to the call date of the
Series 2001 TaY and Revenue Bonds so called for redemption at The Bank of New York
Mellon Trust Company, N.A. Call date: March 2, 2010.
Original
Principal
Maturity
Principal
Amount to CUSIP
Date
Amount
be Redeemed Suffix
12/15/2010
$580,000
$580,000
12/15/2011
605.000
605,000
$1,185,000
$1,185,000
On March 2, 2010, interest on the Series 2001 Tax and Revenue Bonds shall cease to accrue
and be payable.
City of Paris, Texas Waterworks and Sewer System Revenue Bonds, Series 1997, dated
February 15,1997, maturing June 15, 2010 through June 15, 2016, in the aggregate principal
amount of $2,525,000 (the "Series 1997 Waterworks and Sewer System Revenue Bonds"),
to the call date of the Series 1997 Waterworks and Sewer System Revenue Bonds so called
for redemption at The Bank of New York Mellon Trust Company, N.A. Call date: March
2, 2010.
Original
Principal
Maturity
Principal
Amount to CUSIP
Date
Amount
be Redeemed Suffix
06/15/2010
$305,000
$305,000
06/15/2011
320,000
320,000
06/15/2012
340,000
340,000
06/15/2013
360,000
360,000
06/15/2014
380,000
380,000
06/15/2015
400,000
400,000
06/15/2016
420,000
420,000
$2,525.000
$2,525,000
On March 2, 2010, interest on the Series 1997 Waterworks and Sewer System Revenue
Bonds shall cease to accrue and be payable.
City of Paris, Texas Waterworks and Sewer System Revenue Bonds, Series 1998, dated
September l, 1998, maturing December 15, 2010 and December 15, 2011, in the aggregate
principal amount of $1,660,000 (the "Series 1998 Waterworks and Sewer System Revenue
Bonds"), to the call date of the Series 1998 Waterworks and Sewer System Revenue Bonds
B-2
so called for redemption at The Bank of New York Mellon Trust Company, N.A. Call date:
March 2, 2010.
Original
Principal
Maturity
Principal
Amount to CUSIP
Date
Amount
be Redeemed Suffix
12/15/2010
$810,000
$810,000
12/15/2011
850,000
850,000
$1,660,000
$1,660,000
On March 2, 2010, interest on the Series 1998 Waterworks and Sewer System Revenue
Bonds shall cease to accrue and be payable.
City of Paris, Texas Waterworks and Sewer System Revenue Bonds, Series 2000, dated
March 15, 2000, maturing June 15, 2011 through June 15, 2018 and June 15, 2020, in the
aggregate principal amount of $6,565,000 (the "Series 2000 Waterworks and Sewer System
Revenue Bonds"), to the call date of the Series 2000 Waterworks and Sewer System
Revenue Bonds so called for redemption at The Bank ofNew York Mellon Trust Company,
N.A. Call date: June 15, 2010.
Maturity
Date
06/15/2011
Original
Principal
Amount
Principal
Amount to
be Redeemed
CUSIP
c„ff,Y
06/15/2012
06/15/2013
06/15/2014
06/15/2015
06/15/2016
06/15/2017
06/ 15/2018
06/15/2020
$505,000
530,000
560,000
600,000
630,000
665,000
705,000
745,000
1,625,000
$6,565,000
$505,000
530,000
560,000
600,000
630,000
665,000
705,000
745,000
1,625,000
$6,565.000
On June 15, 2010, interest on the Series 2000 Waterworks and Sewer System Revenue
Bonds shall cease to accrue and be payable.
THE REFUNDED OBLIGATIONS shall be redeemed in whole at The Bank of New York Mellon
Trust Company, N.A., in Dallas, Texas, as the Paying Agent/Registrar for said Refunded Obligations. Upon
presentation of the Refunded Obligations at the Paying Agent/Registrar on the aforementioned redemption
date, the holder thereof shall be entitled to receive the redemption price equal to par and accrued interest to
the redemption date.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said Refunded Obligations called for redemption with funds sufficient to pay the principal amount
B-3
of said Refunded Obligations and the interest thereon to the redemption date. In the event said Refunded
Obligations, or any of them are not presented for redemption by the date fixed for their redemption, they shall
not thereafter bear interest.
LJNDER THE PROVISIONS of Section 3406 of the Internal Revenue Code of 1986, as amended
paying agents making payments of interest and principal on municipal securities may be obligated to withhold
a tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer
identification number. Registered holders who wish to avoid the imposition of the tax should submit certified
taxpayer identification numbers (via form W-9) when presenting the Refunded Obligations for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Refunded Obligations and in accordance with the recitals and
provisions of said Refunded Obligations.
NOTICE IS FURTHER GIVEN that the Refunded Obligations should be submitted to the following
address:
First Class/Registered/
Certified Mail
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, New York 13057
Express Delivery Hand Deliverv
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
ll 1 Sanders Creek Parkway
East Syracuse, New York 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street
1ST Floor East
New York, New York 10286
CITY OF PARIS, TEXAS
B-4