94-033 ORD AUTHORIZING ISSUANCE OF COP TEXAS CERTIFICATES OF OBLIGATION SERIES 1994
ORDINANCE N0. 94-033
ORDINANCE AUTHORIZING THE ISSUANCE OF
CITY OF PARIS, TEXAS CERTIFICATES OF OBLIGATION, SERIES 1994
THE STATE OF TEXAS :
COUNTY OF LAMAR :
CITY OF PARIS :
WHEREAS, the City Council deems it advisable to issue Certificates of Obligation, in the
amount of $5,500,000, for paying all or a portion of the City's contractual obligations for the
purpose of improving and extending the Waterworks and Sewer System, and for paying legal,
fiscal, and engineering fees in connection with this project; and
WHEREAS, the City Council has heretofore, on the 13th day of June, 1994, adopted an
Ordinance authorizing and directing the City Glerk to give notice of intention to issue Certificates
of Obligation; and
WHEREAS, the notice of intention to issue Certificates of Obligation was published in the
Paris News, which is a newspaper of general circulation in said City, in its issues of June 23,
1994 and June 30, 1994; and
WHEREAS, the City received no petition from the qualified electors of the City protesting
the issuance of such Certificates of Obligation; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are
to be issued and delivered for cash pursuant to 271.041 et. seq. of the Local Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS, THAT:
Section 1. AMOUNT AND PURPOSE OF THE CERTIFICATES OF OBLIGATION.
The certificate of obligation or certificates of obligation of the City of Paris (the "Issuer") are
hereby authorized to be issued and delivered in the aggregate principal amount of $5,500,000, for
paying all or a portion of the City's contractual obligations for the purpose of improving and
extending the Waterworks and Sewer System, and for paying legal, fiscal, and engineering fees
in connection with this project.
Section 2. DESIGNATION OF THE CERTIFICATE OF OBLIGATION. Each
certificate of obligation issued pursuant to this Ordinance shall be designated: "CITY OF PARIS,
TEXAS CERTIFICATE OF OBLIGATION, SERIES 1994", and initially there shall be issued,
sold, and delivered hereunder a single fully registered certificate of obligation, without interest
coupons, payable in installments of principal (the "Initial Certificate of Obligation"), but the Initial
Certificate of Obligation may be assigned and transferred and/or converted into and exchanged
1
for a like aggregate principal amount of fully registered certificates of obligation, without interest
coupons, having serial maturities, and in the denomination or denominations of $5,000 or any
integral multiple of $5,000, all in the manner hereinafter provided. The term "Certificates of
Obligation" as used in this Ordinance shall mean and include collectively the Initial Certificate of
Obligation and all substitute certificates of obligation exchanged therefor, as well as all other
substitute certificates of obligation and replacement certificates of obligation issued pursuant
hereto, and the term "Certificate of Obligation" shall mean any of the Certificates of Obligation.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CERTIFICATE OF
OBLIGATION. (a) The Initial Certificate of Obligation is hereby authorized to be issued, sold,
and delivered hereunder as a single fully registered Certificate of Obligation, without interest
coupons, dated August 15, 1994, in the denomination and aggregate principal amount of
$5,500,000 numbered R-1, payable in annual installnjentsof principal to the initial registered
~
~gistered assignee or assignees of
owner thereof, to-wit: /vqyl-~.y ge, ~ C6ip;1r the re.
said Certificate of Obligation or any portion or portions thereof (in each case, the "registered
owner"), with the annual installments of principal of the Initial Certificate of Obligation to be
payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM
OF INITIAL CERTIFICATE OF OBLIGATION set forth in this Ordinance.
(b) The Initial Certificate of Obligation (i) may be prepaid or redeemed prior to the
respective scheduled due dates of installments of principal thereof, (ii) may be assigned and
transferred, (iii) may be converted and exchanged for other Certificates of Obligation, (iv) shall
have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on
the Initial Certificate of Obligation shall be payable, all as provided, and in the manner required
or indicated, in the FORM OF INITIAL CERTIFICATE OF OBLIGATION set forth in this
Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Certificate of
Obligation shall bear interest from the date of the Initial Certificate of Obligation, and will be
calculated on the basis of a 360-day year of twelve 30-day months to the respective scheduled due
dates, or to the respective dates of prepayment or redemption, of the installments of principal of
the Initial Certificate of Obligation, and said interest shall be payable, all in the manner provided
and at the rates and on the dates stated in the FORM OF INITIAL CERTIFICATE OF
OBLIGATION set forth in this Ordinance.
Section 5. FORM OF INITIAL CERTIFICATE OF OBLIGATION. The form of the
Initial Certificate of Obligation, including the form of Registration Certificate of the Comptroller
of Public Accounts of the State of Texas to be endorsed on the Initial Certificate of Obligation,
shall be substantially as follows:
2
FO Tvs OF INITIAL CERTIFICATE OF OBLIGATION
NO. R-1 $5,500,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
CERTIFICATE OF OBLIGATION
SERIES 1994
The CITY OF PARIS, in Lamar County (the "Issuer"), being a political subdivision of the
State of Texas, hereby promises to pay to
or to the registered assignee or assignees of this Certificate of Obligation or any portion or
portions hereof (in each case, the "registered owner") the aggregate principal amount of
FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
in annual installments of principal due and payable on December 15 in each of the years, and in
the respective principal amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
1995 $155,000 2005 $265,000
1996 165,000 2006 280,000
1997 175,000 2007 300,000
1998 180,000 2008 315,000
1999 195,000 2009 335,000
2000 205,000 2010 355,000
2001 215,000 2011 375,000
2002 230,000 2012 395,000
2003 240,000 2013 420,000
2004 255,000 2014 445,000
and to pay interest, from the date of this Certificate of Obligation hereinafter stated, on the
balance of each such installment of principal, respectively, from time to time remaining unpaid,
at the following rates per annum:
3
maturity 1995, Z-Y-0'lo maturity 2005, .Lp%
maturity 1996, ?,_y 0% maturity 2006,flo070
maturity 1997, Z~ % maturity 2007,
maturity 1998,7.16, % maturity 2008,S", ) vlo
maturity 1999,'Z_ol maturity 2009,
maturity 20001;~. ` d% maturity 2010, ~^d~
maturity 2001,7, Y0lo maturity 2011, ~IZWo
maturity 2002,'Z.07, maturity 2012,ja5"»l
maturity 2003, 7. Y " % maturity 2013, ,^n%
maturity 2004,~?-.:Yd% maturity 2014,
with said interest being payable on June 15, 1995, and semiannually on each December 15 and
June 15 thereafter while this Certificate of Obligation or any portion hereof is outstanding and
unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Certificate
of Obligation are payable in lawful money of the United States of America, without exchange or
collection charges. The installments of the principal of and the interest on this Certificate of
Obligation are payable to the registered owner hereof through the services of Alliance Trust
Company, N.A., Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate of
Obligation. Payment of all principal of and interest on this Certificate of Obligation shall be made
by the Paying Agent/Registrar to the registered owner hereof on each principal and/or interest
payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on,
and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance
of this Certificate of Obligation (the "Certificate of Obligation 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 principal and/or interest payment date, to the registered owner hereof, at the address of the
registered owner, as it appeared on the last business day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described, or by such other method acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of the registered owner. The Issuer covenants with the
registered owner of this Certificate of Obligation that on or before each principal and/or interest
payment date for this Certificate of Obligation it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate of Obligation
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on this Certificate of Obligation, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate of
Obligation shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions
in the city where the Paying Agent/Registrar is located are authorized by law or executive order
to close, then the date for such payment shall be the next succeeding day which is not such a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
4
payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS CERTIFICATE OF OBLIGATION has been authorized in accordance with the
Constitution and laws of the State of Texas in the aggregate principal amount of $5,500,000, for
paying all or a portion of the City's contractual obligations for the purpose of improving and
extending the Waterworks and Sewer System, and for paying legal, fiscal, and engineering fees
in connection with this project.
ON DECEMBER 15, 2004, or any date thereafter, the unpaid installments of principal of
this Certificate of Obligation may be prepaid or redeemed prior to their scheduled due dates, at
the option of the Issuer, with funds derived from any available source, as a whole, or in part, and,
if in part, the Issuer shall select and designate the maturity, or maturities, and the amount that is
to be redeemed, and if less than a whole maturity is to be called, the Issuer shall direct the Paying
Agent/Registrar to call by lot (provided that a portion of this Certificate of Obligation may be
redeemed only in an integral multiple of $5,000), at the redemption price of the principal amount,
plus accrued interest to the date fixed for prepayment or redemption.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a
written notice of such prepayment or redemption shall be mailed by the Paying Agent/Registrar
to the registered owner hereof. By the date fixed for any such prepayment or redemption due
provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the
required prepayment or redemption price for this Certificate of Obligation or the portion hereof
which is to be so prepaid or redeemed, plus accrued interest thereon to the date fixed for prepay-
ment or redemption. If such written notice of prepayment or redemption is given, and if due
provision for such payment is made, all as provided above, this Certificate of Obligation, or the
portion thereof which is to be so prepaid or redeemed, thereby automatically shall be treated as
prepaid or redeemed prior to its scheduled due date, and shall not bear interest after the date fixed
for its prepayment or redemption, and shall not be regarded as being outstanding except for the
right of the registered owner to receive the prepayment or redemption price plus accrued interest
to the date fixed for prepayment or redemption from the Paying Agent/Registrar out of the funds
provided for such payment. The Paying Agent/Registrar shall record in the Registration Books
all such prepayments or redemptions of principal of this Certificate of Obligation or any portion
hereof.
THIS CERTIFICATE OF OBLIGATION, to the extent of the unpaid or unredeemed
principal balance hereof, or any unpaid and unredeemed portion hereof in any integral multiple
of $5,000, may be assigned by the initial registered owner hereof and shall be transfened only
in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity
of registrar for the Certificates of Obligation, upon the terms and conditions set forth in the
Certificate of Obligation Ordinance. Among other requirements for such transfer, this Certificate
of Obligation must be presented and surrendered to the Paying Agent/Registrar for cancellation,
together with proper instruments of assignment, in form and with guarantee of signatures satisfac-
5
tory to the Paying Agent/ Registrar, evidencing assignment by the initial registered owner of this
Certificate of Obligation, or any portion or portions hereof in any integral multiple of $5,000, to
the assignee or assignees in whose name or names this Certificate of Obligation or any such
portion or portions hereof is or are to be transferred and registered. Any instrument- or
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Certificate of Obligation or any such portion or portions hereof by the initial
registered owner hereof. A new certificate of obligation or certificates of obligation payable to
such assignee or assignees (which then will be the new registered owner or owners of such new
Certificate of Obligation or Certificates of Obligation) or to the initial registered owner as to any
portion of this Certificate of Obligation which is not being assigned and transferred by the initial
registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange
for this Certificate of Obligation or any portion or portions hereof, but solely in the form and
manner as provided in the next paragraph hereof for the conversion and exchange of this
Certificate of Obligation or any portion hereof. The registered owner of this Certificate of
Obligation shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the
absolute owner hereof for all purposes, including payment and discharge of liability upon this
Certificate of Obligation to the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Certificate of Obligation Ordinance, this Certificate of
Obligation, to the extent of the unpaid or unredeemed principal balance hereof, may be converted
into and exchanged for a like aggregate principal amount of fully registered certificates of
obligation, without interest coupons, payable to the assignee or assignees duly designated in
writing by the initial registered owner hereof, or to the initial registered owner as to any portion
of this Certificate of Obligation which is not being assigned and transfened by the initial
registered owner, in any denomination or denominations in any integral multiple of $5,000
(subject to the requirement hereinafter stated that each substitute certificate of obligation issued
in exchange for any portion of this Certificate of Obligation shall have a single stated principal
maturity date), upon surrender of this Certificate of Obligation to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Certificate of
Obligation Ordinance. If this Certificate of Obligation or any portion hereof is assigned and
transferred or converted each certificate of obligation issued in exchange for any portion hereof
shall have a single stated principal maturity date corresponding to the due date of the installment
of principal of this Certificate of Obligation or portion hereof for which the substitute certificate
of obligation is being exchanged, and shall bear interest at the rate applicable to and borne by such
installment of principal or portion thereof. Such certificates of obligation, respectively, shall be
subject to redemption prior to maturity on the same dates and for the same prices as the
corresponding installment of principal of this Certificate of Obligation or portion hereof for which
they are being exchanged. No such certificate of obligation shall be payable in installments, but
shall have only one stated principal maturity date. AS PROVIDED IN THE CERTIFICATE OF
OBLIGATION ORDINANCE, THIS CERTIFICATE OF OBLIGATION IN ITS PRESENT
FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to
one or more assignees, but the certificates of obligation issued and delivered in exchange for this
6
Certificate of Obligation or any portion hereof may be assigned and transferred, and converted,
subsequently, as provided in the Certificate of Obligation Ordinance. The Issuer shall pay the
Paying AgentlRegistrar's standard or customary fees and charges for transferring, converting, and
exchanging this Certificate of Obligation or any portion thereof, but the one requesting such
transfer, conversion, and exchange shall pay any taxes or govemmental charges required to be
paid with respect thereto. The Paying Agent/Registrar shall not be required to make any such
assignment, 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 Certificate of Obligation or portion thereof
called for prepayment or redemption prior to maturity, within 45 days prior to its prepayment or
redemption date.
IN THE EVENT any Paying Agent/Registrar for this Certificate of Obligation is changed
by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Certificate of Obligation Ordinance that it promptly will appoint a competent and legally qualified
substitute therefor, and promptly will cause written notice thereof to be mailed to the registered
owner of this Certificate of Obligation.
IT IS HEREBY certified, recited, and covenanted that this Certificate of Obligation 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 Certificate of Obligation have been performed, existed, and been
done in accordance with law; that this Certificate of Obligation is a general obligation of the
Issuer, issued on the full faith and credit thereof; and that ad valorem taxes suff'icient to provide
for the payment of the interest on and principal of this Certificate of Obligation, as such interest
comes due, and as such principal matures, have been levied and ordered to be levied against all
taxable property in the Issuer, and have been pledged for such payment, within the limit pre-
scribed by law, and that this Certificate of Obligation is additionally secured from limited surplus
revenues of the Issuer's Waterworks and Sewer System, after payment of all operation and
maintenance expenses thereof, and all debt service and reserve requirements and any other
payments, and deposits required in connection with all of the Issuer's revenue bonds or other
obligations (now or hereafter outstanding), which are payable from all or any part of the Net
Revenues of the Issuer's Waterworks and Sewer System.
BY BECOMING the registered owner of this Certificate of Obligation, the registered
owner thereby acknowledges all of the terms and provisions of the Certificate of Obligation
Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate
of Obligation Ordinance is duly recorded and available for inspection in the off'icial minutes and
records of the governing body of the Issuer, and agrees that the terms and provisions of this
Certificate of Obligation and the Certificate of Obligation Ordinance constitute a contract between
the registered owner hereof and the Issuer.
7
IN WITNESS WHEREOF, the Issuer has caused this Certificate of Obligation to be signed
with the manual signature of the Mayor of the Issuer and countersigned with the manual signature
of the City Clerk of the Issuer, has caused the official seal of the Issuer to be duly impressed on
this Certificate of Obligation, and has caused this Certificate of Obligation to be dated August 15,
1994.
City Clerk Mayor
SEAL
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLL•ER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate of Obligation has been examined, certified as to
validity, and approved by the Attomey General of the State of Texas, and that this Certificate of
Obligation has been registered by the Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE Certificates of Obligation.
Registration and Transfer. (a) The Issuer shall keep or cause to be kept at the principal corporate
trust office of Alliance Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar")
books or records of the registration and transfer of the Certificates of Obligation (the "Registration
Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer
agent to keep such books or records and make such transfers and registrations under such reason-
able regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the registered
owner of each Certificate of Obligation to which payments with respect to the Certificates of
Obligation 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
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
8
entity. Registration of each Certificate of Obligation may be transferred in the Registration Books
only upon presentation and sunender of such Certificate of Obligation to the Paying
Agent/Registrar for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, (i) evidencing the assignment of the Certificate of Obligation, or any portion
thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right
of such assignee or assignees to have the Certificate of Obligation or any such portion thereof
registered in the name of such assignee or assignees. Upon the assignment and transfer of any
Certificate of Obligation or any portion thereof, a new substitute Certificate of Obligation or
Certificates of Obligation shall be issued in conversion and exchange therefor in the manner herein
provided. The Initial Certificate of Obligation, to the extent of the unpaid or unredeemed
principal balance thereof, may be assigned and transferred by the initial registered owner thereof
once only, and to one or more assignees designated in writing by the initial registered owner
thereof. All Certificates of Obligation issued and delivered in conversion of and exchange for the
Initial Certificate of Obligation shall be in any denomination or denominations of any integral
multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Certificate
of Obligation shall have a single stated principal maturity date), shall be in the form prescribed
in the FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this Ordinance,
and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter
provided. If the Initial Certificate of Obligation or any portion thereof is assigned and transferred
or converted the Initial Certificate of Obligation must be surrendered to the Paying
Agent/Registrar for cancellation, and each Certificate of Obligation issued in exchange for any
portion of the Initial Certificate of Obligation shall have a single stated principal maturity date,
and shall not be payable in installments; and each such Certificate of Obligation shall have a
principal maturity date corresponding to the due date of the installment of principal or portion
thereof for which the substitute Certificate of Obligation is being exchanged; and each such
Certificate of Obligation shall bear interest at the single rate applicable to and borne by such
installment of principal or portion thereof for which it is being exchanged. If only a portion of
the Initial Certificate of Obligation is assigned and transferred, there shall be delivered to and
registered in the name of the initial registered owner substitute Certificates of Obligation in
exchange for the unassigned balance of the Initial Certificate of Obligation in the same manner
as if the initial registered owner were the assignee thereof. If any Certificate of Obligation or
portion thereof other than the Initial Certificate of Obligation is assigned and transfened or
converted each Certificate of Obligation issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Certificate of Obligation for which it is
exchanged. A form of assignment shall be printed or endorsed on each Certificate of Obligation,
excepting the Initial Certificate of Obligation, which shall be executed by the registered owner or
its duly authorized attomey or representative to evidence an assignment thereof. Upon surrender
of any Certificates of Obligation or any portion or portions thereof for transfer of registration, an
authorized representative of the Paying Agent/Registrar shall make such transfer in the Regis-
tration Books, and shall deliver a new fully registered substitute Certificate of Obligation or
Certificates of Obligation, having the characteristics herein described, payable to such assignee
or assignees (which then will be the registered owner or owners of such new Certificate of
9
Obligation or Certificates of Obligation), or to the previous registered owner in case only a
portion of a Certificate of Obligation is being assigned and transfened, all in conversion of and
exchange for said assigned Certificate of Obligation or Certificates of Obligation or any portion
or portions thereof, in the same form and manner, and with the same effect, as provided in Section
6(d), below, for the conversion and exchange of Certificates of Obligation by any registered
owner of a Certificate of Obligation. The Issuer shall pay the Paying Agent/Registrar's standard
or customary fees and charges for making such transfer and delivery of a substitute Certificate of
Obligation or Certificates of Obligation, but the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of any Certificate of
Obligation or any portion thereof (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 Certificate of Obligation or any portion thereof
called for redemption prior to maturity, within 45 days prior to its redemption date.
(b) Ownership of Certificates of Obligation. The entity in whose name any Certificate
of Obligation shall be registered in the Registration Books at any time shall be deemed and treated
as the absolute owner thereof for all purposes of this Ordinance, whether or not such Certificate
of Obligation shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected
by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any,
and interest on any such Certificate of Obligation shall be made only to such registered owner.
All such payments shall be valid and effectual to satisfy and discharge the liability upon such
Certificate of Obligation to the extent of the sum or sums so paid.
(c) Pavment of Certificates of Obligation 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 Certificates of Obligation, and to act as its agent to convert and exchange or replace
Certificates of Obligation, 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 Certificates of Obligation, and of all conversions and exchanges of Certificates of
Obligation, and all replacements of Certificates of Obligation, 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 Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States mail, first
class postage prepaid, to the address of each Certificate of Obligation holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
(d) Conversion and Exchange or Replacement• Authentication. Each Certificate of
Obligation issued and delivered pursuant to this Ordinance, to the extent of the unpaid or
10
unredeemed principal balance or principal amount thereof, may, upon surrender of such
Certificate of Obligation at the principal corporate trust office of the Paying Agent/Registrar,
together with a written request therefor duly executed by the registered owner or the assignee or
assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of
signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner
or such assignee or assignees, as appropriate, be converted into and exchanged for fully registered
certificate of obligations, without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this Ordinance, in the denomina-
tion of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated
that each substitute Certificate of Obligation shall have a single stated maturity date), as requested
in writing by such registered owner or such assignee or assignees, in an aggregate principal
amount equal to the unpaid or unredeemed principal balance or principal amount of any Certificate
of Obligation or Certificates of Obligation so surrendered, and payable to the appropriate
registered owner, assignee, or assignees, as the case may be. If the Initial Certificate of
Obligation is assigned and transfened or converted each substitute Certificate of Obligation issued
in exchange for any portion of the Initial Certificate of Obligation shall have a single stated
principal maturity date, and shall not be payable in installments; and each such Certificate of
Obligation shall have a principal maturity date corresponding to the due date of the installment
of principal or portion thereof for which the substitute Certificate of Obligation is being
exchanged; and each such Certificate of Obligation shall bear interest at the single rate applicable
to and borne by such installment of principal or portion thereof for which it is being exchanged.
If a portion of any Certificate of Obligation (other than the Initial Certificate of Obligation) shall
be redeemed prior to its scheduled maturity as provided herein, a substitute Certificate of
Obligation or Certificates of Obligation having the same maturity date, bearing interest at the same
rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon sunender thereof for cancellation. If any Certificate of
Obligation or portion thereof (other than the Initial Certificate of Obligation) is assigned and
transferred or converted, each Certificate of Obligation issued in exchange therefor shall have the
same principal maturity date and bear interest at the same rate as the Certificate of Obligation for
which it is being exchanged. Each substitute Certificate of Obligation shall bear a letter and/or
number to distinguish it from each other Certificate of Obligation. The Paying Agent/Registrar
shall convert and exchange or replace Certificates of Obligation as provided herein, and each fully
registered certificate of obligation delivered in conversion of and exchange for or replacement of
any Certificate of Obligation or portion thereof as permitted or required by any provision of this
Ordinance shall constitute one of the Certificates of Obligation for all purposes of this Ordinance,
and may again be converted and exchanged or replaced. It is specifically provided that any
Certificate of Obligation authenticated in conversion of and exchange for or replacement of
another Certificate of Obligation on or prior to the first scheduled Record Date for the Initial
Certificate of Obligation shall bear interest from the date of the Initial Certificate of Obligation,
but each substitute Certificate of Obligation so authenticated after such first scheduled Record
Date shall bear interest from the interest payment date next preceding the date on which such
substitute Certificate of Obligation was so authenticated, unless such Certificate of Obligation is
11
Attorney General, and registered by the Comptroller of Public Accounts. The Issuer shall pay
the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting,
and exchanging any Certificate of Obligation or any portion thereof, but the one requesting any
such transfer, conversion, and exchange shall pay any taxes or governmental charges required to
be paid with respect thereto as a condition precedent to the exercise of such privilege of
conversion and exchange. The Paying Agent/Registrar shall not be required to make any such
conversion and exchange or replacement of Certificates of Obligation or any portion thereof (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 Certificate of Obligation or portion thereof called for redemption prior to maturity, within
45 days prior to its redemption date.
(e) In General. All Certificates of Obligation issued in conversion and exchange or
replacement of any other Certificate of Obligation or portion thereof, (i) shall be issued in fully
registered form, without interest coupons, with the principal of and interest on such Certificates
of Obligation to be payable only to the registered owners thereof, (ii) may be redeemed prior to
their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and ex-
changed for other Certificates of Obligation, (v) shall have the characteristics, (vi) shall be signed
and sealed, and (vii) the principal of and interest on the Certificates of Obligation shall be payable,
all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE
CERTIFICATE OF OBLIGATION set forth in this Ordinance.
(fl Pavment of Fees and Charges. The Issuer hereby covenants with the registered owners
of the Certificates of Obligation that it will (i) pay the standard or customary fees and charges of
the Paying Agent/Registrar for its services with respect to the payment of the principal of and
interest on the Certificates of Obligation, when due, and (ii) pay the fees and charges of the
Paying Agent/Registrar for services with respect to the transfer of registration of Certificates of
Obligation, and with respect to the conversion and exchange of Certificates of Obligation solely
to the extent above provided in this Ordinance.
(g) Suhsr;nure Pa,yingAgent/Registrar. The Issuer covenants with the registered owners
of the Certificates of Obligation that at all times while the Certificates of Obligation are
outstanding the Issuer will provide a competent and legally qualified commercial bank or trust
company organized under the laws of the State of Texas or the United States of America or other
entity duly qualified and legally authorized to act as and perform the services of Paying
Agent/Registrar for the Certificates of Obligation under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, 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 other-
wise cease to act as such, the Issuer covenants that promptly it will appoint a competent and
legally qualified commercial bank or trust company organized under the laws of the State of Texas
13
or the United States of America or other entity duly qualified and legally authorized 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 thereo fl, along with all other pertinent books and records relating to the Certificates
of Obligation, 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 Certificates of
Obligation, by United States mail, first-class postage prepaid, which notice also shall give the
address of the new Paying Agent/ Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Book-Entrv Onl,y S, sem. The Certificates of Obligation issued in exchange for the
Certificates of Obligation initially issued to the purchaser specified herein shall be initially issued
in the form of a sepazate single fully registered Certificate of Obligation for each of the maturities
thereof. Upon initial issuance, the ownership of each such Certificate of Obligation shall be
registered in the name of Cede & Co., as nominee of Depository Trust Company of New York
("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Certificates of
Obligation shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates of Obligation registered in the name of Cede & Co., as
nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant
holds an interest on the Certificates of Obligation. 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 Certificates of Obligation, (ii) the delivery to any DTC
Participant or any other person, other than a Certificate of Obligation holder, as shown on the
Registration Books, of any notice with respect to the Certificates of Obligation, including any
notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than
a Certificate of Obligation holder, as shown in the Registration Books of any amount with respect
to principal of, premium, if any, or interest on, as the case may be, the Certificates of Obligation.
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 Certificate
of Obligation is registered in the Registration Books as the absolute owner of such Certificate of
Obligation for the purpose of payment of principal, premium, if any, and interest, as the case may
be, with respect to such Certificate of Obligation, for the purpose of giving notices of redemption
and other matters with respect to such Certificate of Obligation, for the purpose of registering
transfers with respect to such Certificate of Obligation, and for all other purposes whatsoever.
The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the
Certificates of Obligation only to or upon the order of the respective owners, as shown in the
Registration Books as provided in this Ordinance, or their respective attorneys duly authorized
in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
14
Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, or
as the case may be, the Certificates of Obligation to the extent of the sum or sums so paid. No
person other than an owner, as shown in the Registration Books, shall receive a Certificate of
Obligation certificate evidencing the obligation of the Issuer to make payments of principal,
premium, if any, and interest, as the case may be, pursuant to this Ordinance. Upon delivery by
DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance
with respect to interest checks being mailed to the registered owner at the close of business on the
Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(i) Successor Securities Denosito • Transfers Outside Book-Entrv Only Svstem. In the
event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the representation letter of the Issuer to
DTC and that it is in the best interest of the beneficial owners of the Certificates of Obligation that
they be able to obtain certificated Certificates of Obligation, the Issuer or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) 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 Certificates of Obligation to such successor securities depository or (ii) notify DTC and
DTC Participants of the availability through DTC of Certificates of Obligation and transfer one
or more separate Certificates of Obligation to DTC Participants having Certificates of Obligation
credited to their DTC accounts. In such event, the Certificates of Obligation 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 Certificate of Obligation holders transferring or exchanging
Certificates of Obligation shall designate, in accordance with the provisions of this Ordinance.
(j) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificate of Obligation is registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to principal of, premium, if any, and interest on, or
as the case may be, such Certificate of Obligation and all notices with respect to such Certificate
of Obligation shall be made and given, respectively, in the manner provided in the representation
letter of the Issuer to DTC.
Section 7. FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION. The form of
all Certificates of Obligation issued in conversion and exchange or replacement of any other
Certificate of Obligation or portion thereof, including the form of Paying Agent/Registrar's
Certificate to be printed on each of such Certificates of Obligation, and the Form of Assignment
to be printed on each of the Certificates of Obligation, shall be, respectively, substantially as
follows, with such appropriate variations, omissions, or insertions as are permitted or required
by this Ordinance.
15
authenticated after any Record Date but on or before the next following interest payment date, in
which case it shall bear interest from such next following interest payment date; provided,
however, that if at the time of delivery of any substitute Certificate of Obligation the interest on
the Certificate of Obligation for which it is being exchanged is due but has not been paid, then
such Certificate of Obligation shall bear interest from the date to which such interest has been paid
in full. THE INITIAL CERTIFICATE OF OBLIGATION 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 Certificate of Obligation issued in conversion of and exchange for or
replacement of any Certificate of Obligation or Certificates of Obligation issued under this
Ordinance there shall be printed a certificate, in the form substantially as follows:
PAYING AGENT/REGISTRAR' S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the provisions
of the Certificate of Obligation Ordinance described on the face of this Certificate of Obligation;
and that this Certificate of Obligation has been issued in conversion of and exchange for or
replacement of a certificate of obligation, certificate of obligations, or a portion of a certificate
of obligation or certificate of obligations of an issue which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
Paying Agent/Registrar
Dated By
Authorized Representative
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Certificate of Obligation, date and manually sign the above Certificate, and no such Certificate
of Obligation shall be deemed to be issued or outstanding unless such Certificate is so executed.
The Paying Agent/Registrar promptly shall cancel all Certificates of Obligation surrendered for
conversion and exchange or replacement. No additional orders, orders, or resolutions need be
passed or adopted by the governing body of' the Issuer or any other body or person so as to
accomplish the foregoing conversion and exchange or replacement of any Certificate of Obligation
or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute Certificates of Obligation in the manner prescribed herein, and said
Certificates of Obligation shall be of type composition printed on paper with lithographed or steel
engraved borders of customary weight and strength. Pursuant to TEX. REV. CIV. STAT. ANN.
art. 717k-6 (Vernon, as amended), and particularly Section 6 thereof, the duty of conversion and
exchange or replacement of Certificates of Obligation as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's
Authentication Certificate, the converted and exchanged or replaced Certificate of Obligation shall
be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial
Certificate of Obligation which originally was issued pursuant to this Ordinance, approved by the
12
FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION
NO. PRINCIPAL AMOUNT
$
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
CERTIFICATE OF OBLIGATION
SERIES 1994
DATE OF
INTEREST RATE MATURITY DATE ORIGINAL ISSUE CUSIP NO.
August 15, 1994
ON THE MATURITY DATE specified above, CITY OF PARIS, in Lamar County, the
"Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
,
or to the registered assignee hereof (either being hereinafter called the "registered owner") the
principal amount of
and to pay interest thereon from August 15, 1994 to the maturity date specified above, or the date
of redemption prior to maturity, at the interest rate per annum specified above; with interest being
payable on June 15, 1995 and semiannually thereafter on each December 15 and June 15, except
that if the date of authentication of this Certificate of Obligation is later than May 31, 1995, 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 (hereinafter defined)
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.
THE PRINCIPAL OF AND INTEREST ON this Certificate of Obligation are payable in
lawful money of the United States of America, without exchange or collection charges. The
principal of this Certificate of Obligation shall be paid to the registered owner hereof upon
presentation and surrender of this Certificate of Obligation at maturity or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of Alliance Trust Company,
N.A., Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate of Obligation.
The payment of interest on this Certificate of Obligation shall be made by the Paying Agent/Regis-
16
trar 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 the Certificates of
Obligation (the "Certificate of Obligation 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 the address of the registered owner, as
it appeared on the last business day of the month next preceding each such date (the "Record
Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described,
or by such other method acceptable to the Paying Agent/Registrar requested by, and at the risk
and expense of, the registered owner. Any accrued interest due upon the redemption of this
Certificate of Obligation prior to maturity as provided herein shall be paid to the registered owner
at the principal corporate trust office of the Paying Agent/Registrar upon presentation and
surrender of this Certificate of Obligation for redemption and payment at the principal corporate
trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this
Certificate of Obligation that on or before each principal payment date, interest payment date, and
accrued interest payment date for this Certificate of Obligation it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate of Obligation
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Certificates of Obligation, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate of
Obligation shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions
in the city where the Paying AgentlRegistrar is located are authorized by law or executive order
to close, then the date for such payment shall be the next succeeding day which is not such a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS CERTIFICATE OF OBLIGATION is one of an issue of Certificates of Obligation
initially dated August 15, 1994, authorized in accordance with the Constitution and laws of the
State of Texas in the principal amount of $5,500,000, for paying all or a portion of the City's
contractual obligations for the purpose of improving and extending the Waterworks and Sewer
System, and for paying legal, fiscal, and engineering fees in connection with this project.
ON DECEMBER 15, 2004, or any date thereafter, the Certificates of Obligation 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 Issuer
shall select and designate the maturity or maturities and the amount that is to be redeemed, and
if less than a whole maturity is to be called, the Issuer shall direct the Paying Agent/Registrar to
call by lot (provided that a portion of a Certificate of Obligation may be redeemed only in an
integral multiple of $5,000), at the redemption price of the principal amount thereof, plus accrued
interest to the date fixed for redemption.
17
AT LEAST 30 days prior to the date fixed for any redemption of Certificates of Obligation
or portions thereof prior to maturity a written notice of such redemption shall be published once
in a financial publication, journal, or reporter of general circulation among securities dealers in
The City of New York, New York (including, but not limited to, The Bond Buyer and The Wall
Street Joumal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter).
Such notice also shall be sent by the Paying Agent/Registrar by United States mail, first class
postage prepaid, not less than 30 days prior to the date fixed for any such redemption, to the
registered owner of each Certificate of Obligation to be redeemed at its address as it appeared on
the 45th day prior to such redemption date; provided, however, that the failure to send, mail, or
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 Certificate of Obligation,
and it is hereby specifically provided that the publication of such notice as required above shall
be the only notice actually required in connection with or as a prerequisite to the redemption of
any Certificates of Obligation or portions thereof. By the date fixed for any such redemption due
provision shall be made with the Paying Agent/Registrar for the payment of the required redemp-
tion price for the Certificates of Obligation or portions thereof which are to be so redeemed,plus
accrued interest thereon to the date fixed for redemption. If such written notice of redemption is
published and if due provision for such payment is made, all as provided above, the Certificates
of Obligation or portions thereof which are to be so redeemed thereby automatically shall be
treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the
date fixed for redemption, and they shall not be regarded as being outstanding except for the right
of the registered owner to receive the redemption price plus accrued interest from the Paying
Agent/Registrar out of the funds provided for such payment. If a portion of any Certificate of
Obligation shall be redeemed a substitute Certificate of Obligation or Certificates of Obligation
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 Certificates of Obligation Ordinance.
THIS CERTIFICATE OF OBLIGATION OR ANY PORTION OR PORTIONS HEREOF
IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be transferred only in
the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of
registrar for the Certificates of Obligation, upon the terms and conditions set forth in the
Certificate of Obligation Ordinance. Among other requirements for such assignment and transfer,
this Certificate of Obligation must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures satisfac-
tory to the Paying Agent/Registrar, evidencing assignment of this Certificate of Obligation or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose
name or names this Certificate of Obligation or any such portion or portions hereof is or are to
be transfened and registered. The form of Assignment printed or endorsed on this Certificate of
Obligation shall be executed by the registered owner or its duly authorized attorney or representa-
18
tive, to evidence the assignment hereof. A new Certificate of Obligation or Certificates of
Obligation payable to such assignee or assignees (which then will be the new registered owner or
owners of such new Certificate of Obligation or Certificates of Obligation), or to the previous
registered owner in the case of the assignment and transfer of only a portion of this Certificate of
Obligation, may be delivered by the Paying Agent/Registrar in conversion of and exchange for
this Certificate of Obligation, all in the form and manner as provided in the next paragraph hereof
for the conversion and exchange of other Certificates of Obligation. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but
the one requesting such transfer shall pay any taxes or other governmental charges required to be
paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of
registration of this Certificate of Obligation or any portion hereof (i) during the period
commencing with the close of business on any Record Date and ending with the opening of
business on the next following principal or interest payment date, or, (ii) with respect to any
Certificate of Obligation or any portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date. The registered owner of this Certificate of Obligation shall be
deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for
all purposes, including payment and discharge of liability upon this Certificate of Obligation to
the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected
by any notice to the contrary.
ALL CERTIFICATES OF OBLIGATION OF THIS SERIES are issuable solely as fully
registered certificate of obligations, without interest coupons, in the denomination of any integral
multiple of $5,000. As provided in the Certificate of Obligation Ordinance, this Certificate of
Obligation, or any unredeemed portion hereof, may, at the request of the registered owner or the
assignee or assignees hereof, be converted into and exchanged for a like aggregate principal
amount of fully registered certificate of obligations, without interest coupons, payable to the
appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity
date, and bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or
assignees, as the case may be, upon sunender of this Certificate of Obligation to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate of Obligation Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard
or customary fees and charges for transferring, converting, and exchanging any Certificate of
Obligation or any portion thereof, but the one requesting such transfer, conversion, and exchange
shall pay any taxes or governmental charges required to be paid with respect thereto as a condition
precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Regis-
trar shall not be required to make any such conversion and 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
Certificate of Obligation or portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date.
19
IN THE EVENT any Paying Agent/Registrar for the Certificates of Obligation is changed
by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Certificate of Obligation Ordinance that it promptly will appoint a competent and legally qualified
substitute therefor, and promptly will cause written notice thereof to be mailed to the registered
owners of the Certificates of Obligation.
IT IS HEREBY certified, recited, and covenanted that this Certificate of Obligation 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 Certificate of Obligation have been performed, existed, and been
done in accordance with law; that this Certificate of Obligation is a general obligation of the
Issuer, issued on the full faith and credit thereof; and that ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate of Obligation, as such interest
comes due, and as such principal matures, have been levied and ordered to be levied against all
taxable property in the Issuer, and have been pledged for such payment, within the limit pre-
scribed by law, and that this Certificate of Obligation is addidonally secured from limited surplus
revenues of the Issuer's Waterworks and Sewer System, after payment of all operation and
maintenance expenses thereof, and all debt service and reserve requirements and any other
payments, and deposits required in connection with all of the Issuer's revenue bonds or other
obligations (now or hereafter outstanding), which are payable from all or any part of the Net
Revenues of the Issuer's Waterworks and Sewer System.
BY BECOMING the registered owner of this Certificate of Obligation, the registered
owner thereby acknowledges all of the terms and provisions of the Certificate of Obligation
Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate
of Obligation Ordinance is duly recorded and available for inspection in the official minutes and
records of the goveming body of the Issuer, and agrees that the terms and provisions of this
Certificate of Obligation and the Certificate of Obligation Ordinance constitute a contract between
each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate of Obligation to be signed
with the facsimile signature of the Mayor of the Issuer, countersigned with the facsimile signature
of the City Clerk of the Issuer, and has caused the official seal of the Issuer to be duly impressed,
or placed in facsimile, on this Certificate of Obligation.
City Clerk Mayor
SEAL
20
FORM OF PAYING AGENT/REGISTRAR' S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate of Obligation is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of
Texas)
PAYING AGENT/REGISTRAR' S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the provisions
of the Certificate of Obligation Ordinance described on the face of this Certificate of Obligation;
and that this Certificate of Obligation has been issued in conversion of and exchange for or
replacement of a certificate of obligation, certificate of obligations, or a portion of a certificate
of obligation or certificate of obligations of an issue which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
Dated Alliance Trust Company, N.A.
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Certificate of
Obligation, or duly authorized representative or attorney thereof, hereby assigns this Certificate
of Obligation to
(Assignee's Social Security (print or type Assignee's name
or Taxpayer ldentification Number) and address, including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Certificate of Obligation on the Paying
Agent/Registrar's Registration Books with full power of substitution in the premises.
Dated
Signature Guaranteed:
NOTICE: This signature must be guaranteed by a member of the New York Stock
Exchange or a commercial bank or trust company.
21
Registered Owner
NOTICE: This signature must correspond with the name of the Registered Owner
appearing on the face of this Certificate of Obligation in every particular without alteration or en-
largement or any change whatsoever.
Section 8. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Certificates of Obligation, and the Interest
and Sinking Fund shall be established and maintained by the Issuer at an official depository bank
of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds
and accounts of the Issuer, and shall be used only for paying the interest on and principal of the
Certificates of Obligation. All ad valorem taxes levied and collected for and on account of the
Certificates of Obligation shall be deposited, as collected, to the credit of the Interest and Sinking
Fund. During each year while any of the Certificates of Obligation or interest thereon are out-
standing and unpaid, the governing body of the Issuer shall compute and ascertain a rate and
amount of ad valorem tax which will be sufficient to raise and produce the money required to pay
the interest on the Certificates of Obligation as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of the Certificates of Obligation as such
principal matures (but never less than 2% of the original principal amount of the Certificates of
Obligation as a sinking fund each year); and said tax shall be based on the latest approved tax rolls
of the Issuer, with full allowance being made for tax delinquencies and the 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 the Issuer for each year while any of the Certificates of Obligation
or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem
taxes sufficient to provide for the payment of' the interest on and principal of the Certificates of
Obligation, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law.
Section 9. REVENUES. That said Certificates of Obligation are additionally secured by
and shall be payable from and secured by the revenues of the Issuer's Waterworks and Sewer
System, remaining after payment of all maintenance and operation expenses thereof, and all debt
service, reserve, and other requirements in connection with all of the Issuer's revenue bonds or
other obligations (now or hereafter outstanding) which are payable from all or any part of the net
revenues of the Issuer's Waterworks and Sewer System, constituting "Surplus Revenues". The
Issuer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created
pursuant to Section 8, to the extent necessary to pay the principal and interest on the Certificates
of Obligation. Notwithstanding the requirements of Section 6, if Surplus Revenues are actually
on deposit or budgeted for 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 which
otherwise would have been required to be levied pursuant to Section 8 may be reduced to the
22
extent and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund
or budgeted for deposit therein.
Section 10. TRANSFER. That the Mayor and the City Clerk are hereby ordered to do
any and all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund
of this issue in ample time to pay such items of principal and interest.
Section 11. DEFEASANCE OF CERTIFTCATES OF OBLIGATION. (a) Any Certificate
of Obligation and the interest thereon shall be deemed to be paid, retired, and no longer
outstanding (a "Defeased Certificate of Obligation") within the meaning of this Ordinance, except
to the extent provided in subsection (d) of this Section, when payment of the principal of such
Certificate of Obligation, plus interest thereon to the due date (whether such due date be by reason
of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made
in accordance with the terms thereof (including the giving of any required notice of redemption),
or (ii) shall have been provided for on or before such due date by inevocably depositing with or
making available to the Paying Agent/Registrar for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Government Obligations which 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 arrange-
ments have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Certificates of Obligation shall have become due and payable. At such
time as a Certificate of Obligation shall be deemed to be a Defeased Certificate of Obligation here-
under, as aforesaid, such Certificate of Obligation 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 Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer also be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Govemment Obligations received by the Paying
Agent/ Registrar which is not required for the payment of the Certificates of Obligation 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.
(c) The term "Government Obligations" as used in this Seetion shall mean direct
obligations of the United States of America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, which may be United
States Treasury obligations such as its State and Local Govemment Series, which may be in book-
entry form.
(d) Until all Defeased Certificates of Obligation shall have become due and payable, the
Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased
23
Certificates of Obligation the same as if they had not been defeased, and the Issuer shall make
proper anangements to provide and pay for such services as required by this Ordinance.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES OF OBLIGATION. (a) Replacement Certificates of Obligation. In the event
any outstanding Certificate of Obligation is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new certificate of
obligation of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Certificate of Obligation, in replacement for such Certificate of
Obligation in the manner hereinafter provided.
(b) Annlication for Replacement Certificates of Obligation. Application for replacement
of damaged, mutilated, lost, stolen, or destroyed Certificates of Obligation shall be made by the
registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Certificate of Obligation, the registered owner applying for a replacement
certificate of obligation 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 harniless from any loss or damage
with respect thereto. Also, in every case of loss, theft, or destruction of a Certificate of
Obligation, 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 Certificate of Obligation,
as the case may be. In every case of damage or mutilation of a Certificate of Obligation, the
registered owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate of
Obligation so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Certificate of Obligation shall have matured, and no default has occurred which
is then continuing in the payment of the principal of, redemption premium, if any, or interest on
the Certificate of Obligation, the Issuer may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Certificate of Obligation) instead of issuing
a replacement Certificate of Obligation, provided security or indemnity is furnished as above
provided in this Section.
(d) Charge for Issuing Replacement Certificates of Obligation. Prior to the issuance of
any replacement certificate of obligation, the Paying Agent/Registrar shall charge the registered
owner of such Certificate of Obligation with all legal, printing, and other expenses in connection
therewith. Every replacement certificate of obligation issued pursuant to the provisions of this
Section by viriue of the fact that any Certificate of Obligation is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed
Certificate of Obligation 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
Certificates of Obligation duly issued under this Ordinance.
24
(e) Au±horitv for Issuing Replacement Certificates of Obligation. In accordance with
Section 6 of TEX. REV. CIV. STAT. ANN. art. 717k-6 (Vernon, as amended), this Section of
this Ordinance shall constitute authority for the issuance of any such replacement certificate of
obligation without necessity of further action by the goveming body of the Issuer or any other
body or person, and the duty of the replacement of such certificate of obligations is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Certificates of Obligation in the form and manner and with the
effect, as provided in Section 6(d) of this Ordinance for Certificates of Obligation issued in
conversion and exchange for other Certificates of Obligation.
Section 13. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES OF
OBLIGATION; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT
INSURANCE PROVISION, IF OBTAINED. The Mayor of the Issuer is hereby authorized to
have control of the Initial Certificate of Obligation issued hereunder and all necessary records and
proceedings pertaining to the Initial Certificate of Obligation pending its delivery and its
investigation, examination, and approval by the Attorney General of the State of Texas, and its
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of
the Initial Certificate of Obligation said Comptroller of Public Accounts (or a deputy designated
in writing to act for said Comptroller) shall manually sign the Comptroller's Registration
Certificate on the Initial Certificate of Obligation, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on the Initial Certificate of Obligation. 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 Initial Certificate of Obligation or on any Certificates of Obligation
issued and delivered in conversion of and exchange or replacement of any Certificate of
Obligation, but neither shall have any legal effect, and shall be solely for the convenience and
information of the registered owners of the Certificates of Obligation. In addition, if certificate
of obligation insurance is obtained, the Certificates of Obligation may bear an appropriate legend
as provided by the insurer.
Section 14. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to
refrain from taking any action which would adversely affect, and to take any required action to
ensure, the treatment of the Certificates of Obligation as obligations described in Section 103 of
the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not
includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates of Obligation or the projects financed therewith (less amounts deposited to a reserve
fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such
amounts, whether or not received by the Issuer, with respect to such private business use, do not,
under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure
25
or provide for the payment of more than 10 percent of the debt service on the Certificates of
Obligation, in contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described
in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates of Obligation or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount
in excess of 5 percent is used for a"private business use" which is "related" and not
"disproportionate," within the meaning of Section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,500,000, or S percent of the proceeds of the Certificates of Obligation (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;
(d) to refrain from taking any action which would otherwise result in the Certificates of
Obligation being treated as "private activity bonds" within the meaning of Section 141(b) of the
Code;
(e) to refrain from taking any action that would result in the Certificates of Obligation
being "federally guaranteed" within the meaning of Section 149(b) of the Code;
( fl to refrain from using any portion of the proceeds of the Certificates of Obligation,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Certificates of Obligation, other than investment
property acquired with
(1) proceeds of the Certificates of Obligation invested for a reasonable temporary
period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or
less until such proceeds are needed for the purpose for which the Certificates of Obligation
are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section
1.148-1(b) of the Treasury Regulations, and
(3) 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 Certificates of Obligation;
(g) to otherwise restrict the use of the proceeds of the Certificates of Obligation or
amounts treated as proceeds of the Certificates of Obligation, as may be necessary, so that the
Certificates of Obligation 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);
26
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates of Obligation) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of Section 148(fl of the Code and to
pay to the United States of America, not later than 60 days after the Certificates of Obligation
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; and
(i) to maintain such records as will enable the Issuer to fulfill its responsibilities under this
Section and Section 148 of the Code and to retain such records for at least six years following the
final payment of principal and interest on the Certificates of Obligation.
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 which modify or expand provisions of the Code, as applicable to the Certificates of
Obligation, 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 Certificates of
Obligation under Section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Certificates of
Obligation, 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 Certificates of Obligation under Section 103 of the Code. In
furtherance of such intention, the Issuer hereby authorizes and directs the Mayor of the Issuer to
execute any documents, certificates or reports required by the Code and to make such elections,
on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose
for the issuance of the Certificates of Obligation.
In order to facilitate compliance with the above covenants (h) and (i), 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.
Section 15. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The
Issuer hereby designates the Bonds as "qualified tax-exempt obligations" as defined in Section
265(b)(3) of the Code. In furtherance of such designation, the Issuer represents, covenants and
wanants the following: (a) that during the calendar year in which the Bonds are issued, the Issuer
(including any subordinate entities) has not designated nor will designate obligations, which when
aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax-exempt
obligations" being issued; and (b) that the Issuer reasonably anticipates that the amount of tax-ex-
empt obligations issued, during the calendar year in which the Bonds are issued, by the Issuer (or
any subordinate entities) will not exceed $10,000,000.
27
Section 16. SALE OF INITIAL CERTIFICATE OF OBLIGATION. The Initial
Certificate of Obligation is hereby sold and shall be delivered to
iS f qq P► ~s~C 4 I' ' , 74 /4 Q14' for the par value thereof and accrued interest thereon to date of
delivery plus a premium of $ It is hereby officially found, determined, and declared that
the Initial Certificate of Obligation has been sold at public sale to the bidder offering the lowest
interest cost, after receiving sealed bids pursuant to a Official Notice of Sale and Official
Statement dated July 1, 1994 prepared and distributed in connection with the sale of the Initial
Certificate of Obligation. Said Official Notice of Sale and Official Statement, and any addenda,
supplement, or amendment thereto have been and are hereby approved by the governing body of
the Issuer, and their use in the offer and sale of the Certificates of Obligation is hereby approved.
It is further officially found, determined, and declared that the statements and representations
contained in said Official Notice of Sale and Official Statement are true and correct in all material
respects, to the best knowledge and belief of the governin body of the Issuer. The Initial
Certificate of Obligation shall be registered in the name of ~4'h1,4 13w•C 4~);).( V)u`'114•
Section 17. INTEREST EARNINGS ON CERTIFICATES OF OBLIGATION
PROCEEDS. The earnings derived from the investment of proceeds from the sale of the
Certificates of Obligation shall be used along with other Certificate of Obligation proceeds as
described in Section 1 hereof; provided that after completion of such project, if any of such
interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that interest eamings on the Certificates of
Obligation proceeds which are required to be rebated to the United States of America pursuant
to Section 14 hereof in order to prevent the Certificates of Obligation from being arbitrage bonds
shall be so rebated and not considered as interest earnings for the purpose of this Section.
28
6Z
~
~ Y~i2I03 O Q~A02Idd~'
`mui?uiuunD aiutyli
x ao 4D u.
:,LSa,L,Ld
ioXLw `uoliauS uo
't~ T` 3o P T aql QH1.dOQV Qmv QaSSvd
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS :
COUNTY OF LAMAR :
CITY OF PARIS :
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in SPECIAL MEETING ON THE 18TH DAY
OF JULY, 1994, at the Ciry Hall, and the roll was called of the duly constituted officers and
members of said City Council, to-wit:
Don Shelton, Mayor
Eric S. Clifford, Mayor Pro Tem
Millie Ingram McDonald
John F. Bell
Wayne Brown
Chazles E. Fulbright
Aaron Jenkins
Mattie Cunningham, City Clerk
and all of said persons were present, except the following absentees: 014 thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF
CITY OF PARIS, TEXAS CERTIFICATES OF OBLIGATION, SERIES 1994
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Ordinance be passed; and, after due discussion, said motion
carrying with it the passage of said Ordinance, prevailed and carried by the following vote:
AYES: All members of said City Council shown present above voted "Aye".
NOES: None.
2. That a true, full and conect copy of the aforesaid Ordinance passed at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above
and foregoing paragraph is a true, full and correct excerpt from said Ciry Council's minutes of
said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting officers and members of said City
Council as indicated therein; that each of the officers and members of said City Council was duly
and sufficiently notified officially and personally, in advance, of the time, place and purpose of
the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage
at said Meeting, and each of said officers and members consented, in advance, to the holding of
said Meeting for such purpose, and that said Meeting was open to the public and public notice of
the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas
Government Code.
3. That the Mayor of said City has approved and hereby approves the aforesaid
Ordinance; that the Mayor and the City Clerk of said City have duly signed said Ordinance; and
that the Mayor and the City Clerk of said City hereby declare that their signing of this Certificate
shall constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED the 18th day of July, 1994.
City Clerk Mayor
SEA I_