93-056 ORD AUTHORIZING ISSUANCE OF COP TEXAS CERTIFICATES OF OBLIGATION, SERIES 1993
ORDINANCE N0. 93-056
ORDINANCE AUTHORIZING THE ISSUANCE OF
CITY OF PARIS, TEXAS CERTIFICATES OF OBLIGATION, SERIES 1993
THE STATE OF TEXAS .
COUNTY OF L,AMAR .
CTTY OF PARIS .
WHEREAS, the City Council deems it advisable to issue Certificates of Obligation,
in the amount of $5,000,000, for paying, in whole or in part, contractual obligations for the
following purposes: improvements to the Police and Municipal Courts Building and
acquisition of equipment; improvements to the Solid Waste Department including landfill
and compost facilities together with the acquisition of equipment; improvements to the Fire
Department including construction of fire substations and other improvements to existing
stations, the purchase of land for facilities; funding for demolition of dilapidated properties
in the community and related cleanup; the acquisition of equipment; renovation of Central
Fire Station into City Council Meeting Room and related facilities; constructing, unproving
and equipping Municipal Parks, including the purchase of land for such purposes; improving
the streets in the City, including the purchase of necessary right of way, overlay of existing
streets, construction, reconstruction, related drainage and constructing drainage
improvements in the City; the purchase of land for Cox Field Airport expansion and the
construction of improvements to Airport terminal together with purchase of Airport
equipment, and for paying legal, fiscal, architectural and engineering fees in connection with
such projects; and
WHEREAS, the City Council has heretofore, on the 15th day of November, 1993,
adopted an Ordinance authorizing and directing the City Clerk 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
November 21, 1993 and November 28, 1993; and
WHEREAS, the City has deemed it advisable to issue $5,000,000 of the Certificates
of Obligation; and
V44?REAS, 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 Obligadon hereinafter authorized and designated are
to be issued and delivered for cash pursuant to 271.041 et. seq. of the Local Government
Code.
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THEREFORE, BE TT ORDAINED BY THE CTTY COUNCIL OF THE CITY OF
PARIS,1'EXAS, THAT:
Section 1. AMOUNT AND PURPOSE OF THE CERTIFICATFS 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 $5,000,000, for paying, in whole or in part, contractual obligations for the
following purposes: improvements to the Police and Municipal Courts Building and
acquisition of equipment; improvements to the Solid Waste Department including landfill
and compost facilities together with the acquisition of equipment; improvements to the Fire
Department including construction of fire substadons and other improvements to eaasting
stations, the purchase of land for facilities; funding for demolition of dilapidated properties
in the community and related cleanup; the acquisition of equipment; renovation of Central
Fire Station into City Council Meeting Room and related facilities; constructing, improving
and equipping Municipal Parks, including the purchase of land for such purposes; improving
the streets in the Issuer, including the purchase of necessary right of way, overlay of eadsting
streets, construction, reconstruction, related drainage and constructing drainage
improvements in the Issuer; the purchase of land for Cox Field Airport expansion and the
construction of improvements to Airport terminal together with purchase of Airport
equipment, and for paying legal, fiscal, architectural and engineering fees in connection with
such projects.
Section 2. DFSIGNATION OF THE CERTIF'ICATE OF OBLIGATION. Each
certificate of obligation issued pursuant to this Ordinance shall be designated: "CITY OF
PARIS, TEXAS CERTIFICATE OF OBLIGATION, SERIFS 1993", and initially there shall
be issued, sold, and delivered hereunder a single fully registered certiScate of obligation,
without interest coupons, payable in installments of principal (the Initial Certificate of
Obligation"), but the Inidal Certificate of Obligadon may be assigned and transferred and/or
converted into and exchanged for a like aggregate principal amount of fully registered
certificates of obligation, without interest coupons, having serial maturides, 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 Obligadon" as used in this
Ordinance shall mean and include collectively the Initial CertiScate of Obligation and all
substitute certificates of obligation exchanged therefor, as well as all other substitute certifi-
cates of obligation and replacement certificates of obligation issued pursuant hereto, and the
term "Certificate of Obligadon" shall mean any of the Certificates of Obligadon.
Section 3. INTTIAL DATE, DENOMINATION, NUMBER, MATLJRITIFS,
INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INTTIAL
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 December 15, 1993, in the denomination and
aggregate principal amount of $5,000,000 numbered R-1, pa able in annual installments of
principal to the initial registered owner thereot tawit: C o 4~N uw or to the
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registered assignee or assignees of 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 INTTIAL CERTEFICATE 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, (u) may be assigned and
transferred, (ui) 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 INTTIAL CERTEFICATE 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 CertiScate 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 CERTEFICATE OF OBLIGATION set forth in this Ordinance.
Section 5. FORM OF INITIAL CERTEFICATE OF OBLIGATION. The form of
the Initial Certificate of Obligadon, including the form of Registradon CertiScate 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:
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FORM OF INITIAL CERTIFICATE OF OBLIGATION
NO. R-1 $5~000,000
UNI'TED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
CERTIFICATE OF OBLIGATION
SERIFS 1993
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 CertiScate of Obligation or any portion or
portions hereof (in each case, the "registered owner") the aggregate principal amount of
FIVE MILLION 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
1994 $20,000 2004 $250,000
1995 155,000 2005 265,000
1996 165,000 2006 280,000
1997 175,000 2007 295,000
1998 185,000 2008 310,000
1999 195,000 2009 325,000
2ppp 2p5,000 2010 345,000
2001 215,000 2011 365,000
2002 225,000 2012 380,000
2003 240,000 2013 405,000
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:
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maturity 1994, 6. maturity 2004, Nz%
maturity 1995, •m b% maturity 2005, , 5"B%
maturity 1996, maturity 2006, LL2Z%
maturity 1997, ,o o% maturity 2007~1010
maturity 1998, vv% maturity 2008, L_a o %
maturity 1999, :v► % maturity 2009, S. u n°Jo
maturity 2000, maturity 2010, . v o%
maturity 2001, maturity 2011, . v b%
maturity 2002, 9,-7,. % maturity 2012, S+►a%
maturity 2003,'- , Sv % maturity 2013, S,0a°1o
with said interest being payable on December 15, 1994, and semiannually on each June 15
and December 15 thereafter while this Certificate of Obligation or any portion hereof is
outstanding and unpaid.
THE INSTALI.MENTS 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 NationsBank of Texas, 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 order 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 descnbed, 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 CertiScate 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
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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 has been authorized in accordance with
the Constitution and laws of the State of Texas in the aggregate principal amount of
$5,000,000, for paying, in whole or in part, contractual obligations for the following purposes:
improvements to the Police and Municipal Courts Building and acquisition of equipment;
improvements to the Solid Waste Department including landfill and compost facilities
together with the acquisition of equipment; improvements to the Fire Department including
construction of fire substations and other improvements to eadsting stations, the purchase of
land for facilities; funding for demolition of dilapidated properties in the community and
related cleanup; the acquisition of equipment; renovation of Central Fire Station into City
Council Meeting Room and related facilities; constructing, improving and equipping
Municipal Parks, including the purchase of land for such purposes; improving the streets in
the Issuer, including the purchase of necessary right of way, overlay of existing streets,
construction, reconstruction, related drainage and constructing drainage improvements in the
Issuer; the purchase of land for Cox Field Airport expansion and the construction of
improvements to Airport terminal together with purchase of Airport equipment, and for
paying legal, fiscal, architectural and engineering fees in connection with such projects.
ON DECEMBER 15, 2003, 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 ma-
turity 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/Reg-
istrar 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 prepayment or redemption. If such written notice of
prepayment or redemption is given, and if due provision for such payment is made, all as
provided above, this 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
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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 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 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 satisfactory 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 CertiScate 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 AgentJRegistrar may be used to
evidence the assignment of this Certif cate 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 CertiScate 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 hereot 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. 1fie 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 AgentlRegistrar 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 hereot 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 transferred
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
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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 matwity 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 TTS 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 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 Agent/Registrar'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 qualiSed substitute therefor, and promptly will cause written notice thereof to be
mailed to the registered owner of this Certificate of Obligation.
TT 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, earist, and be done precedent to or in the
authorization, issuance, and delivery of this Certificate of Obligation have been performed,
eldsted, 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 Lssuer, and have been pledged for
such payment, within the limit prescn'bed by law, and that this Certificate of Obligation is
additionally secured from limited surplus revenues of the Issuer's Waterworks and Sewer
8
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 offi-
cial 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.
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 December 15, 1993.
City Clerk Mayor
SEAL
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFTCATE: 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)
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Section 6. ADDTTIONAL CHARACTERISTIfS 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 NationsBank of Texas, 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 reasonable regulations as the Issuer and Paying
Agent/Registrar may prescribe; and the Paying A,gent/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 entity. Registration of each CertiScate of Obligation may be transferred in the
Registration Books only upon presentation and surrender of such CertiScate 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 satis-
factory 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 as-
signees thereot 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 prescnbed
in the FORM OF SUBSTTTUTE CER'I'IFICATE OF OBLIGATION set forth in this
Ordinance, and shall have the characterisdcs, 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 CertiScate 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 CertiScate 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
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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 transfened, 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 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 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 attorney or representative to evidence an assignment thereof. Upon surrender
of any Certificates of Obligation or any portion or portions thereof for transfer of
registradon, an authorized representative of the Paying Agent/Registrar shall make such
transfer in the Registration Books, and shall deliver a new fully registered substitute
Certificate of Obligation or Certificates of Obligation, having the characteristics herein des-
cnbed, payable to such assignee or assignees (which then will be the registered owner or
owners of such new CertiScate of Obligation or CertiScates of Obligation), or to the
previous registered owner in case only a portion of a Certificate of Obligation is being
assigned and transferred, all in conversion of and exchange for said assigned Certificate of
Obligation or CertiScates 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 CertiScate 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, (ri) 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) OwnershiR of Certificates of Obli a~ t, ion. The entity in whose name any
CertiScate 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 ot or on
account ot the principal ot 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.
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(c) Payment 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 estabiished by the Paying Agent/Regis-
trar, 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 Exchan e o Replacement; Authentication. Each Certificate of
Obligation issued and delivered pursuant to this Ordinance, to the extent of the unpaid or
unredeemed principal balance or principal amount thereoL 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 thereoL 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 certiScate of obligations, without interest coupons, in the form
prescribed in the FORM OF SUBSTTTUTE CERTIFICATE OF OBLIGATION set forth
in this Ordinance, in the denomination 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 CertiScate of Obligation is assigned and
transferred or comerted 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
12
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 Certif cate 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 Obligadon, but each substitute Certificate of Obligation so authendcated 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 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 Obligadon Ordinance descn'bed 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 certiScate of obligation, certiScate 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.
13
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 replace-
ment of any Certificate of Obligation or portion thereot and the Paying Agent/Registrar
shall provide for the printing, execution, and delivery of the substitute Certificates of
Obligation in the manner prescnbed 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 thereot the duty of conversion and exchange or
replacement of Certificates of Obligadon 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 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 thereot but the one requesting azry such transfer, conversion, and exchange
shall pay any taxes or govemmental 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 CertiScates 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 CertiScate of Obligation or portion thereo~ (i) shall be issued in
fully registered form, without interest coupons, with the principal of and interest on such
CertiScates of Obligation to be payable only to the registered owners thereot (u) may be
redeemed prior to their scheduled maturities, (iu) may be transferred and assigned, (iv) may
be converted and exchanged for other Certificates of Obligation, (v) shall have the character-
istics, (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
14
indicated, in the FORM OF SUBSTTTUTE CERTIFICATE OF OBLIGATION set forth
in this Ordinance.
(t) Payment 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 (u) 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) Substitute Paying A eng t/Re sg'~ trar. 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 otherwise 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 or the United States of America or other entity duly
qualiSed 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 thereof), along with
all other pertinent books and records relating to the CertiScates 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 Obligadon,
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 AgentJRegistrar 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-Entry Only System. The CertiScates 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 separate single fully registered Certificate of Obligation for
each of the maturities thereof. Upon inidal 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
15
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 (iu) 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 CertiScate 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 ot premium, if any, and interest on the CertiScates 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 attomeys duly suthorized 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 ot premium, ff 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/Registraz 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 DeRositoM Transfers Outside Book-Entrv Onlv Svstem. In
the event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsi'bilities 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
16
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 Fxchange 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) Poments 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 CertiScate 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.
17
FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION
NO. PRINCIPAL AMOUNT
$
UNTTED STATFS OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CTTY OF PARIS, TEXAS
CERTIFICATE OF OBLIGATION
SERIFS 1993
DATE OF
INTEREST RATE MATURTTY DATE ORIGINAL ISSUE CUSIP NO.
December 15, 1993
ON THE MATURITY DATE specified above, CTTY 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 December 15, 1993 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 December 15, 1994 and semiannually thereafter on each June
15 and December 15, except that if the date of authentication of this Certificate of
Obligation is later than November 30, 1994, such principal amount shall bear interest from
the interest payment date next preceding the date of authenticadon, 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 INTERFST 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 presentadon and surrender of this CertiScate of Obligation at maturity or upon
the date fixed for its redemption prior to maturity, at the principal corporate trust office of
NationsBank of Texas, N.A., Dallas, Texas, which is the "Paying AgentJRegistrar" for this
Certificate of Obligation. The payment of interest on this Certificate of Obligation 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
18
Agent/Registrar on, and payable solely from, funds of the Issuer required by the order auth-
orizing 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 herein-
after 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 Regis-
tration 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 off'ice 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 CertiScate 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 thc payment of the principal of or interest on this CertiScate 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 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 December 15,1993, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $5,000,000, for paying, in whole
or in part, contractual obligations for the following purposes: improvements to the Police
and Municipal Courts Building and acquisition of equipment; improvements to the Solid
Waste Department including landfill and compost facilities together with the acquisition of
equipment; improvements to the Fire Department including construction of 5re substations
and other improvements to existing stations, the purchase of land for facilities; funding for
demolition of dilapidated properties in the community and related cleanup; the acquisition
of equipment; renovation of Central Fire Station into City Council Meeting Room and
related facilities; constructing, improving and equipping Municipal Parks, including the
purchase of land for such purposes; improving the streets in the Issuer, including the
purchase of neeessary right of way, overlay of existing streets, construction, reconstruction,
related drainage and constructing drainage improvements in the Issuer; the purchase of land
for Cox Field Airport expansion and the construction of improvements to Airport terminal
19
together with purchase of Airport equipment, and for paying legal, fiscal, architectural and
engineering fees in connection with such projects.
ON DECEMBER 15, 2003, 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.
AT I,EAST 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 Telcas 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 thereot 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 redemption 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 CertiScate 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 denominadon 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 thereot 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.
20
THIS CERTIFICATE OF OBLIGATION OR ANY PORTION OR PORTIONS
HEREOF IN ANY INTEGRAI, MULTIPLE OF $5,000 may be assigned and shall be trans-
ferred 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 satisfactory to the Paying Agent/Registrar, evidencing assign-
ment 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.
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 representative, 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 CertiScate 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/Registraz 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 CertiScate 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 CERTIFICAI'ES OF OBLIGATION OF THIS SERIES are issuable solely as
fully registered certiScate of obligations, without interest coupons, in the denomination of
any integral multiple of S5,000. As provided in the CertiScate of Obligation Ordinance, this
Certificate of Obligation, or am► unredeemed portion hereof, may, at the request of the
registered owner or the assignee or assignees hereot 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 denomina-
tion 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
21
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 govern-
mental 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 (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.
IN THE EVENT any Paying Agent/Registrar for the CertiScates of Obligation is
changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted
in the CertiScate 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.
TT 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 CertiScate 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 prescnbed by law, and that this CertiScate 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 thereoL 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 offi-
cial minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Certificate of Obligation and the CertiScate of Obligation Ordinance
constitute a contract between each registered owner hereof and the Issuer.
22
IN WITNFSS 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
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 AUTIMNTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the
provisions of the Certificate of Obligation Ordinance descnbed on the face of this Certificate
of Obligation; and that this CertiScate 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 NationsBank of Texas, N.A.
Paying Agent/Registrar
BY
Authorized Representative
23
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered ovmer 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.
Registered Owner
NOTICE: This signature must correspond with the name of the Registered Owner
appearing on the face of this CertiScate of Obligarion in every particular without alteration
or enlargement 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 beneSt 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 Sinldng 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 Obligadon. All ad valorem taxes levied and
collected for and on account of the CertiScates 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 outstanding 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 pravide and maintain a sinking fund
adequate to pay the principal of the Certificates of Obligadon as such principal matures (but
never less than 2% of the original principal amount of the CertiScates 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,
24
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. REVENUFS. 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 thereot
and all debt service, reserve, and other requirements in connection with all of the Issuer's
revenue bonds (which may hereafter be outstanding) which are payable from all or any part
of the surplus revenues of the Issuer's Waterworks and Sewer System, not exceeding $10,000,
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 eartent necessary to
pay the principal and interest on the Certificates of Obligation. Notwithstanding the require-
ments 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 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 CERTIFICATES OF OBLIGATION. (a) Any
Certificate of Obligation and the interest thereon shall be deemed to be paid, retired, and
no longer outstanding (a 'Defeased CertiScate 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 (u) shall have been provided for on or
before such due date by irrevocably 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 hereunder, as aforesaid, such Certificate of Obligation and the interest thereon
25
shall no longer be secured by, payable from, or entitled to the benefits ot 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 Government 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 "Govemment Obligations" as used in this Section 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 Government 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 AgentJRegistrar for such
Defeased Certificates of Obligation 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.
Section 12. DAMAGED, MLJTIL.ATED, LOST, STOLEN, OR DESTROYED
CERT'IFICATES OF OBLIGATION. (a) Replacement Certificates of Obli a~tion. 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 certiScate 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) Application for ReRiacement 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 certi5cate 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
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft,
or destruction of a CertiScate 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
26
Paying Agent/Registrar for cancellation the Certificate of Obligation so damaged or muti-
lated.
(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 ot 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 Re.placement Certificates of ObliQation. 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 virtue 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 beneSts of this Ordinance equally and
proportionately with any and all other Certificates of Obligation duly issued under this
Ordinance.
(e) Authoritv for IssuingReplacement Certificates of Obligation. In accordance with
Section 6 of TEX. REV. CN. 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 governing 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 CertiScate 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
27
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 EXEMP'fION. 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 deSned in Section 141(b)(6)
of the Code or, if more than 10 percent of the proceeds or the projects Snanced 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 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"
descnbed 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
$5,000,000, or 5 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;
28
(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;
(f) 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 CertiScates 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);
(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 "Fxcess Eamings," 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
CertiScates 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 Snal 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-rec-
29
ognized 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 eartent 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. DFSIGNATION AS QUAL,IFIED TAX-EXEMP'T 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 warrants 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 reason-
ably anticipates that the amount of tax-exempt obligations issued, during the calendar year
in which the Bonds are issued, by the Issuer (or any subordinate entities) will not exceed
$10,000,000.
Section 16. SALE OF INTTIAL CERTIFTCATE OF OBLIGATION. The Initial
Certificate of Obligation is hereby sold and shall be delivered to
for the par value thereof and accrued interest thereon to date of delivery plus a premium
of $ 0 . 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 November 30, 1993 prepazed and distnbuted 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 CertiScates
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 governing body of the Issuer. The Initial CertiScate of Obligation shall be registered in
the name of C'
30
Section 17. INTERFST EARNINGS ON CERTIF'ICATES 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 earnings 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.
PASSED AND ADOPTED the 6th day of De ber, 1993.
~4--V
Ge ge Fisher, Mayor
ATTFST:
la'tie Cunningia^..,m, City C7 k
APPROVED AS TO FORM:
T. K. Haynes, City Attorney
31
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 6TH
DAY OF DECEMBER, 1993, at the City Hall, and the roll was called of the duly
constituted officers and members of said City Council, to-wit:
George Fisher, Mayor
Don Shelton, Mayor Pro Tem
John Bell
Jim Bell
Wayne Brown
Millie Ingram McDonald
Rondie Williams
Mattie Cunningham, City Clerk
and all of said persons were present, except the following absentees: ~1 u'^
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 CERTffICATES OF OBLIGATION, SERIES 1993
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 correct 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
City 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, Teuas 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 6th day of December, 1993.
+City ('lerk Ma r
SEAI,