92-013 ORD CERTIFICATE FOR ORDINANCE AUTHORIZING ISSUANCE OF COP WATERWORKS AND SEWER SYSTEM REVENUE BONDS SERIES 1992
No 92-013
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS .
COUNTY OF LAMAR .
CITY OF PARIS .
We, the undersigned officers of said Ciry, hereby certify as follows:
1. The City Council of said City convened in SPECIAL MEETING ON THE 30TH
DAY OF MARCH, 1992, 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
Emma Smith
Billy Joe Burnett
Don G. Shelton
. E. W. Booth
Jim Bell
Millie Ingram
Mattie Cunningham, City Clerk
and all of said persons were present,
except the following absentees: '0 t^ I,-
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
WATERWORKS AND SEWER SYSTEM REVENUE BONDS, SERIES 1992
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 Vernon's Ann. Civ. St. Article
6252-17.
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 30th day of March, 1992.
City C!eric Ma or
SEAL
ORDINANCE
AUTHORIZING THE ISSUANCE OF WATERWORKS AND SEWER SYSTEM REVENUE
BONDS, SERIES 1992, IN THE PRINCIPAL AMOUNT OF $9,700,000, AND ORDAINING
OTHER MA'ITERS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF LAMAR §
CITY OF PARIS §
WHEREAS, the following bonds of the City of Paris are payable from surplus
revenues of the City's Waterworks and Sewer System, and are presently outstanding:
City of Paris, Texas Tax and Revenue Refunding Bonds, Series 1991, dated
November l, 1991, maturities December 15, 1992 through December 15, 2011,
in the aggregate principal amount of $16,110,000 (the "Series 1991 Bonds");
and
WHEREAS, the City Council has heretofore, on the 9th day of March, 1992, adopted
a resolution authorizing and directing the city secretary to give notice of intention to issue
revenue bonds; and
WHEREAS, said notice has been duly published in the Paris News, which is a
newspaper of general circulation in said City, in its issues of March 12, 1992 and March 19,
1992; and
WHEREAS, the City received no petition from the qualified electors of the City
protesting the issuance of such revenue bonds; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered
pursuant to Articles 1111 through 1118, V.A.T.C.S., Article 2368a, V.A.T.C.S., and Chapter
252, Local Government Code; and
WHEREAS, the meeting was open to the public and public notice of the time, place
and purpose of said meeting was given pursuant to Article 6252-17, V.A.T.C.S.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of
the City of Paris (the "Issuer") are hereby authorized to be issued and delivered in the
aggregate principal amount of $9,700,000, for the purpose of providing money for
improvements and extensions to the Issuer's Waterworks and Sewer System.
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Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this
Ordinance shall be designated: CITY OF PARIS, TEXAS WATERWORKS AND
SEWER SYSTEM REVENUE BOND, SERIES 1992", and initially there shall be issued,
sold, and delivered hereunder a single fully registered bond, without interest coupons,
payable in annual installments of principal (the "Initial Bond"), but the Initial Bond may be
assigned and transferred and/or converted into and exchanged for a like aggregate principal
amount of fully registered bonds, without interest coupons, having serial and annual
maturities, and in the denomination or denominations of $5,000 or any integral multiple of
$5,000, all in the manner hereinafter provided. The term "Bonds" as used in this Ordinance
shall mean and include collectively the Initial Bond and all substitute bonds exchanged
therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto,
and the term "Bond" shall mean any of the Bonds.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES,
INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND.
(a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as
a single fully registered Bond, without interest coupons, dated April 1, 1992, in the
denomination and aggregate principal amount of $9,700,000, numbered R-1, payable in
annual installments of principal to the initial registered owner thereof, to-wit:
~ vt. ;'1 T~ a+a or to the registered assignee or assignees of said Bond or any
portion or portions thereof (in each case, the "registered owner"), with the annual install-
ments of principal of the Initial Bond to be payable on the dates, respectively, and in the
principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this
Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective
scheduled due dates of installments of principal thereof, (ii) may be assigned and
transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the
characteristics, and (v) shall be signed and sealed, and the principal of and interest on the
Initial Bond shall be payable, all as provided, and in the manner required or indicated, in
the FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear
interest from the date of the Initial Bond 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 Bond, 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 BOND set forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the
form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas
to be endorsed on the Initial Bond, shall be substantially as follows:
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FORM OF INITIAL BOND
NO. R-1 $9,700,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BOND
SERIES 1992
The CITY OF PARIS, in Lamar County, Texas (the "Issuer"), being a political
subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in
each case, the "registered owner") the aggregate principal amount
NINE MILLION SEVEN HUNDRED THOUSAND DOLLARS
in annual installments of principal due and payable on December 15 in each of the years,
and in the respective principal amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
1992 $240,000 2002 $ 465,000
1993 260,000 2003 500,000
1994 275,000 2004 535,000
1995 295,000 2005 565,000
1996 315,000 2006 610,000
1997 335,000 2007 6507000
1998 355,000 2008 6957000
1999 380,000 2009 745,000
2000 405,000 2010 795,000
2001 435,000 2011 845,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each
such installment of principal, respectively, from time to time remaining unpaid, at the rates
as follows:
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maturity 1992, 7,7> % maturity 2002, "°10
maturity 1993, % maturity 2003, (.O%
maturity 1994, % maturity 2004, (A -i 07o
maturity 1995, % maturity 2005, Sb%
maturity 1996, % maturity 2006, (o,so%
maturity 1997, % maturity 2007, (,?,_0°10
maturity 1998, % maturity 2008, (.,6o%
maturity 1999, % maturity 2009,4 22SB1o
maturity 2000, % maturity 2001, 9'0
maturity 2001, % maturity 2011,
with said interest being payable on June 15, 1992, and semiannually on each December 15
and June 15 thereafter while this Bond or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond
are payable in lawful money of the United States of America, without exchange or collection
charges. The installments of principal and the interest on this Bond 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 Bond. Payment of all principal of and interest
on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof
on each principal and/or interest payment date by check or draft, dated as of such date,
drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer
required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to
be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-
class postage prepaid, on each such principal and/or interest payment date, to the registered
owner hereof, at the address of the registered owner, as it appeared on the last business day
of the month next preceding each such date (the "Record Date") on the Registration Books
kept by the Paying Agent/Registrar, as hereinafter described, or by such other method
acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the
registered owner. The Issuer covenants with the registered owner of this Bond that on or
before each principal and/or interest payment date for this Bond it will make available to
the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond
Ordinance, the amounts required to provide for the payment, in immediately available funds,
of all principal of and interest on this Bond, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be
a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where
the Paying 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.
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THIS BOND has been authorized in accordance with the Constitution and laws of
the State of Texas in the principal amount of $9,700,000 for the purpose of providing
moneys for improvements and extensions to the Issuer's Waterworks and Sewer System.
ON DECEMBER 15, 2001, or on any date thereafter, the unpaid installments of
principal of this Bond may be prepaid or redeemed prior to their scheduled due dates, at
the option of the Issuer, with funds derived from any available source, as a whole, or in part,
and, if in part, the Issuer shall select and designate the maturity, or maturities, and the
amount that is to be redeemed, and if less than a whole maturity is to be called, the Issuer
shall direct the Paying Agent/Registrar to call by lot (provided that a portion of this Bond
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 Bond 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 Bond,
or the portion thereof which is to be so prepaid or redeemed, thereby automatically shall
be treated as prepaid or redeemed prior to its scheduled due date, and shall not bear
interest after the date fixed for its prepayment or redemption, and shall not be regarded as
being outstanding except for the right of the registered owner to receive the prepayment or
redemption price plus accrued interest to the date fixed for prepayment or redemption from
the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all such prepayments or redemptions
of principal of this Bond or any portion hereof.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof,
or any unpaid and unredeemed portion hereof in any integral multiple of $5,000, may be
assigned by the initial registered owner hereof and shall be transfened only in the
Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity
of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance.
Among other requirements for such transfer, this Bond must be presented and sunendered
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 Bond, or any
portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in
whose name or names this Bond or any such portion or portions hereof is or are to be trans-
ferred and registered. Any instrument or instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Bond or any such
portion or portions hereof by the initial registered owner hereof. A new bond or bonds
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payable to such assignee or assignees (which then will be the new registered owner or
owners of such new Bond or Bonds) or to the initial registered owner as to any portion of
this Bond which is not being assigned and transferred by the initial registered owner, shall
be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or
any portion or portions hereof, but solely in the form and manner as provided in the nexrt
paragraph hereof for the conversion and exchange of this Bond or any portion hereof. The
registered owner of this Bond shall be deemed and treated by the Issuer and the Paying
Agent/Registrar as the absolute owner hereof for all purposes, including payment and
discharge of liability upon this Bond to the extent of such payment, and the Issuer and the
Paying Agent/Registrar shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the
unpaid or unredeemed principal balance hereof, may be converted into and exchanged for
a like aggregate principal amount of fully registered bonds, 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 Bond which is not being assigned
and transferred by the initial registered owner, in any denomination or denominations in any
integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute
bond issued in exchange for any portion of this Bond shall have a single stated principal
maturity date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation,
all in accordance with the form and procedures set forth in the Bond Ordinance. If this
Bond or any portion hereof is assigned and transferred or converted each bond issued in
exchange for any portion hereof shall have a single stated principal maturity date
corresponding to the due date of the installment of principal of this Bond or portion hereof
for which the substitute bond is being exchanged, and shall bear interest at the rate
applicable to and borne by such installment of principal or portion thereof. Such bonds,
respectively, shall be subject to redemption prior to maturity on the same dates and for the
same prices as the corresponding installment of principal of this Bond or portion hereof for
which they are being exchanged. No such bond shall be payable in installments, but shall
have only one stated principal maturity date. AS PROVIDED IN THE BOND
ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND
TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but the
bonds issued and delivered in exchange for this Bond or any portion hereof may be assigned
and transferred, and converted, subsequently, as provided in the Bond Ordinance. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging this Bond or any portion thereof, but the one
requesting such transfer, conversion, and exchange shall pay any taxes or governmental
charges required 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
Bond or portion thereof called for prepayment or redemption prior to maturity, within 45
days prior to its prepayment or redemption date. '
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IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and
promptly will cause written notice thereof to be mailed to the registered owner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, and delivered pursuant to the laws of the State of Texas; that all
acts, conditions, and things required or proper to be performed, exist, and be done
precedent to or in the authorization, issuance, and delivery of this Bond and the Series of
which it is a part have been performed, existed, and been done in accordance with law; that
this Bond is a special obligation of said Issuer, and that the principal of and interest on this
Bond, payable and secured by a first lien on and pledge of the Net Revenues of the Issuer's
combined Waterworks and Sewer System.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted
by reference, in the Bond Ordinance authorizing this Series of Bonds, to issue additional
parity bonds or other revenue bonds which may be made payable from, and secured by a
first lien on and pledge of, the aforesaid Net Revenues.
THE OWNER HEREOF shall never have the right to demand payment of this
obligation out of any funds raised or to be raised by taxation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound
by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and
available for inspection in the official minutes and records of the governing body of the
Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance
constitute a contract between the registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
manual signature of the Mayor of the Issuer and countersigned with the manual signature
of the City Clerk of the Issuer, has caused the official seal of the Issuer to be duly impressed
on this Bond, and has caused this Bond to be dated April 1, 1992.
City Clerk Mayor
(CITY SEAL)
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FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and
approved by the Attorney General of the State of Texas, and that this Bond has been
registered by the Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS.
(a) Registration and Transfer. 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 Bonds (the
"Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and make such transfers and
registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as
herein provided. The Paying Agent/Registrar shall obtain and record in the Registration
Books the address of the registered owner of each Bond to which payments with respect to
the Bonds shall be mailed, as herein provided; but 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 Bond may be transferred in the
Registration Books only upon presentation and surrender of such Bond to the Paying
Agent/Registrar for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or any portion thereof
in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of
such assignee or assignees to have the Bond or any such portion thereof registered in the
name of such assignee or assignees. Upon the assignment and transfer of any Bond or any
portion thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange
therefor in the manner herein provided. The Initial Bond, to the extent of the unpaid or
unredeemed principal balance thereof, may be assigned and transferred by the initial regis-
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tered owner thereof once only, and to one or more assignees designated in writing by the
initial registered owner thereof. All Bonds issued and delivered in conversion of and
exchange for the Initial Bond shall be in any denomination or denominations of any integral
multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond
shall have a single stated principal maturity date), shall be in the form prescribed in the
FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the
characteristics, and may be assigned, transferred, and converted as hereinafter provided. If
the Initial Bond or any portion thereof is assigned and transferred or converted the Initial
Bond must be surrendered to the Paying Agent/Registrar for cancellation, and each Bond
issued in exchange for any portion of the Initial Bond shall have a single stated principal
maturity date, and shall not be payable in installments; and each such Bond shall have a
principal maturity date conesponding to the due date of the installment of principal or
portion thereof for which the substitute Bond is being exchanged; and each such Bond 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 Bond is
assigned and transferred, there shall be delivered to and registered in the name of the initial
registered owner substitute Bonds in exchange for the unassigned balance of the Initial Bond
in the same manner as if the initial registered owner were the assignee thereof. If any Bond
or portion thereof other than the Initial Bond is assigned and transferred or converted each
Bond issued in exchange. shall have the same principal maturity date and bear interest at
the same rate as the Bond for which it is exchanged. A form of assignment shall be printed
or endorsed on each Bond, excepting the Initial Bond, which shall be executed by the
registered owner or its duly authorized attorney or representative to evidence an assignment
thereof. Upon surrender of any Bonds or any portion or portions thereof for transfer of
registration, an authorized representative of the Paying Agent/Registrar shall make such
transfer in the Registration Books, and shall deliver a new fully registered substitute Bond
or Bonds, having the characteristics herein described, payable to such assignee or assignees
(which then will be the registered owner or owners of such new Bond or Bonds), or to the
previous registered owner in case only a portion of a Bond is being assigned and transferred,
all in conversion of and exchange for said assigned Bond or Bonds or any portion or portions
thereof, in the same form and manner, and with the same effect, as provided in Section 6(d),
below, for the conversion and exchange of Bonds by any registered owner of a Bond. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
making such transfer and delivery of a substitute Bond or Bonds, but the one requesting
such transfer shall pay any taxes or other governmental charges required to be paid with
respect thereto. The Paying Agent/Registrar shall not be required to make transfers of
registration of any Bond 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 Bond or any portion
thereof called for redemption prior to maturity, within 30 days prior to its redemption date.
(b) Ownership of Bonds. The entity in whose name any Bond 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 Bond shall be overdue, and
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the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary;
and payment of, or on account of, the principal of, premium, if any, and interest on any such
Bond shall be made only to such registered owner. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(c) Pa,yment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the
Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in
this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment
date, and for thirty (30) days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds
for the payment of such interest have been received from the Issuer. Notice of the 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 Bondholder appearing on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
(d) Conversion and Exchange or Replacement; Authentication. Each Bond issued
and delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed
principal balance or principal amount thereof, may, upon surrender of such Bond at the
principal corporate trust office of the Paying Agent/Registrar, together with a written request
therefor duly executed by the registered owner or the assignee or assignees thereof, or its
or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory
to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee
or assignees, as appropriate, be converted into and exchanged for fully registered bonds,
without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND
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 Bond shall have a single
stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal
balance or principal amount of any Bond or Bonds so surrendered, and payable to the
appropriate registered owner, assignee, or assignees, as the case may be. If the Initial Bond
is assigned and transferred or converted each substitute Bond issued in exchange for any
portion of the Initial Bond shall have a single stated principal maturity date, and shall not
be payable in installments; and each such Bond shall have a principal maturity date
corresponding to the due date of the installment of principal or portion thereof for which
the substitute Bond is being exchanged; and each such Bond 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 Bond (other than the Initial Bond) shall be
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redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds
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 surrender thereof for cancellation. If any Bond or portion
thereof (other than the Initial Bond) is assigned and transferred or converted, each Bond
issued in exchange therefor shall have the same principal maturity date and bear interest at
the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear
a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar
shall convert and exchange or replace Bonds as provided herein, and each fully registered
bond delivered in conversion of and exchange for or replacement of any Bond or portion
thereof as permitted or required by any provision of this Ordinance shall constitute one of
the Bonds for all purposes of this Ordinance, and may again be converted and exchanged
or replaced. It is specifically provided that any Bond authenticated in conversion of and
exchange for or replacement of another Bond on or prior to the first scheduled Record Date
for the Initial Bond shall bear interest from the date of the Initial Bond, but each substitute
Bond so authenticated after such first scheduled Record Date shall bear interest from the
interest payment date next preceding the date on which such substitute Bond was so
authenticated, unless such Bond is authenticated after any Record Date but on or before the
next following interest payment date, in which case it shall bear interest from such next
following interest payment date; provided, however, that if at the time of delivery of any
substitute Bond the interest on the Bond for which it is being exchanged is due but has not
been paid, then such Bond shall bear interest from the date to which such interest has been
paid in full. THE INITIAL BOND issued and delivered pursuant to this Ordinance is not
required to be, and shall not be, authenticated by the Paying Agent/ Registrar, but on each
substitute Bond issued in conversion of and exchange for or replacement of any Bond or
Bonds issued under this Ordinance there shall be printed a certificate, in the form
substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described on the face of this Bond; and that this Bond has been issued in conver-
sion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds
of an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Paying Agent/Registrar
Dated By
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any
such Bond, date and manually sign the above Certificate, and no such Bond shall be deemed
11
to be issued or outstanding unless such Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all Bonds surrendered for conversion and exchange
or replacement. No additional ordinances, orders, or resolutions need be passed or adopted
by the governing body of the Issuer or any other body or person so as to accomplish the
foregoing conversion and exchange or replacement of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the
substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composi-
tion printed on paper with lithographed or steel engraved borders of customary weight and
strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section 6
thereof, the duty of conversion and exchange or replacement of Bonds as aforesaid is hereby
imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying
Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond
shall be valid, incontestable, and enforceable in the same manner and with the same effect
as the Initial Bond 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 Bond or any portion thereof, but the one requesting any such
transfer, conversion, and exchange shall pay any ta3ces or governmental charges required to
be paid with respect thereto as a condition precedent to the exercise of such privilege of
conversion and exchange. The Paying Agent/Registrar shall not be required to make any
such conversion and exchange or replacement of Bonds or any portion thereof (i) during the
period commencing with the close of business on any Record Date and ending with the
opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date.
(e) In General. All Bonds issued in conversion and exchange or replacement of any
other Bond or portion thereof, (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the
registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may
be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall
have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest
on the Bonds shall be payable, all as provided, and in the manner required or indicated, in
the FORM OF SUBSTITUTE BOND set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered
owners of the Bonds that it will (i) pay the standard or customary fees and charges of the
Paying Agent/Registrar for its services with respect to the payment of the principal of and
interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying
Agent/Registrar for services with respect to the transfer of registration of Bonds, and with
respect to the conversion and exchange of Bonds solely to the extent above provided in this
Ordinance.
12
(g) Substitute Paving A eng t/Re is~~ trar. The Issuer covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide
a competent and legally qualified bank, trust company, financial institution, or other agency
to act as and perform the services of Paying Agent/Registrar for the Bonds under this
Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the
right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120
days written notice to the Paying Agent/ Registrar, to be effective not later than 60 days
prior to the next principal or interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition,
or other method) should resign or otherwise cease to act as such, the Issuer covenants that
promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly
shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar
designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar,
the Issuer promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar.
By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in
conversion and exchange or replacement of any other Bond or portion thereof, including the
form of Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the
Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially
as follows, with such appropriate variations, omissions, or insertions as are permitted or
required by this Ordinance.
13
FORM OF SUBSTITUTE BOND
PRINCIPAL
NO. AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BOND
SERIES 1992
INTEREST MATURITY DATE OF CUSIP
RATE DATE ORIGINAL ISSUE NO.
% April 1, 1992
ON THE MATLJRITY DATE specified above THE CITY OF PARIS, in Lamar
County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby
promises to pay to
,
or to the registered assignee hereof (either being hereinafter called the "registered owner")
the principal amount of
and to pay interest thereon from April 1, 1992 to the maturity date specified above, or the
date of redemption prior to maturity, at the interest rate per annum specified above; with
interest being payable on June 15, 1992 and semiannually thereafter on each December 15
and June 15, except that if the date of authentication of this Bond is later than May 31,
1992, such principal amount shall bear interest from the interest payment date next
preceding the date of authentication, unless such date of authentication is after any Record
Date (hereinafter defined) but on or before the next following interest payment date, in
which case such principal amount shall bear interest from such next following interest
payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of
this Bond shall be paid to the registered owner hereof upon presentation and surrender of
this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the
principal corporate trust office of NationsBank of Texas, N.A.,, Dallas, Texas, which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made
by the Paying Agent/Registrar to the registered owner hereof on each interest payment date
by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Regis-
trar on, and payable solely from, funds of the Issuer required by the ordinance authorizing
the issuance of the Bonds (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be
14
sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on
each such interest payment date, to the registered owner hereof, at the address of the
registered owner, as it appeared on the last business day of the month next preceding each
such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying
Agent/Registrar requested by, and the risk and expense of, the registered owner. Any
accrued interest due upon the redemption of this Bond prior to maturity as provided herein
shall be paid to the registered owner upon presentation and surrender of this Bond for
redemption and payment at the principal corporate trust office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or
before each principal payment date, interest payment date, and accrued interest payment
date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest
and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Bonds, when
due. IF THE DATE for the payment of the principal of or interest on this Bond shall be
a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where
the 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 BOND is one of an issue of Bonds initially dated April 1, 1992, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$9,700,000 for the purpose of providing money for improvements and extensions to the
Issuer's Waterworks and Sewer System.
ON DECEMBER 15, 2001, or on any date thereafter, the Bonds of this Series may
be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds
derived from any available and lawful source, as a whole, or in part, and, if in part, the
Issuer shall select and designate the maturity or maturities and the amount that is to be re-
deemed, 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 Bond may be redeemed only in
an integral multiple of $S,OQO), at the redemption price of the principal amount thereof, plus
accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity a written notice of such redemption shall be 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 Journal), or in the State of Texas (including, but not limited to, The Texas Bond
Reporter). Such notice also shall be sent by the Paying Agent/Registrar by United States
15
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 Bond to be redeemed at its address as it ap-
peared on the 45th day prior to such redemption date; provided, however, that the failure
to send, mail, or receive such notice, or any defect therein or in the sending or mailing
thereof, shall not affect the validity or effectiveness of the proceedings for the redemption
of any Bond, 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 Bonds 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 Bonds 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 Bonds 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 Bond shall be redeemed a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the registered
owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for cancellation, at the expense
of the Issuer, all as provided in the Bond Ordinance.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL
MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration
Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for
the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment,
in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any integral multiple
of $5,000 to the assignee or assignees in whose name or names this Bond or any such
portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Bond shall be executed by the registered owner or
its duly authorized attorney or representative,to evidence the assignment hereof. A new
Bond or Bonds payable to such assignee or assignees (which then will be the new registered
owner or owners of such new Bond or Bonds), or to the previous registered owner in the
case of the assignment and transfer of only a portion of this Bond, may be delivered by the
Paying Agent/Registrar in conversion of and exchange for this Bond, all in the form and
manner as provided in the next paragraph hereof for the conversion and exchange of other
Bonds. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such transfer, but the one requesting such tra-nsfer shall pay any taues
or other governmental charges required to be paid with respect thereto. The Paying
16
Agent/Registrar shall not be required to make transfers of registration of this Bond or any
portion hereof (i) during the period commencing with the close of business on any Record
Date and ending with the opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption
prior to maturity, within 45 days prior to its redemption date. The registered owner of this
Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the
absolute owner hereof for all purposes, including payment and discharge of liability upon this
Bond to the eutent of such payment, and the Issuer and the Paying Agent/Registrar shall not
be affected by any notice to the contrary.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in
the Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of
the registered owner or the assignee or assignees hereof, be converted into and exchanged
for a like aggregate principal amount of fully registered bonds, without interest coupons,
payable to the appropriate registered owner, assignee, or assignees, as the case may be,
having the same maturity date, and bearing interest at the same rate, in any denomination
or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of
this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Bond Ordinance. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and
exchanging any Bond or any portion thereof, but the one requesting such transfer, conver-
sion, and exchange shall pay any taxes or governmental charges required to be paid with
respect thereto as a condition precedent to the exercise of such privilege of conversion and
exchange. The Paying Agent/Registrar shall not be required to make any such conversion
and exchange (i) during the period commencing with the close of business on any Record
Date and ending with the opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Bond or portion thereof called for redemption
prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and
promptly will cause written notice thereof to be mailed to the registered owners of the
Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, and delivered pursuant to the laws of the State of Texas; that all
acts, conditions, and things required or proper to be performed, exist, and be done
precedent to or in the authorization, issuance, and delivery of this Bond and the Series of
which it is a part have been performed, existed, and been done in accordance with law; that
this Bond is a special obligation of said Issuer, and that the principal of and interest on this
Bond, together with other outstanding revenue bonds of the Issuer, are payable and secured
17
by a first lien on and pledge of the Net Revenues of the Issuer's combined Waterworks and
Sewer System.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted
by reference, in the Bond Ordinance authorizing this Series of Bonds, to issue additional
parity bonds revenue bonds which may be made payable from, and secured by a first lien
on and pledge of, the aforesaid Net Revenues.
THE OWNER HEREOF shall never have the right to demand payment of this
obligation out of any funds raised or to be raised by taxation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound
by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and
available for inspection in the official minutes and records of the governing body of the
Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance
constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
facsimile signature of the Mayor of the Issuer and 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 Bond.
(facsimile si n~ a,_ture) (facsimile signature)
City Clerk Mayor
SEAL
18
FORM OF PAYING AGENT/REGISTRAR'SAUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conver-
sion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds
of a Series which originally was approved by the 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.,
By
Authorized Representative
. FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly
authorized representative or attorney thereof, hereby assigns this Bond to
(Assignee's Social Security (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 Bond 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 conespond with the name of the Registered Owner
appearing on the face of this Bond in every particular without alteration or enlargement or
any change whatsoever.
19
Section 8. DEFINITIONS. That for all purposes of this Ordinance, the following
words shall have the following meanings, respectively:
(a) The term "City" or "Issuer" shall mean the City of Paris, in Lamar County, Texas.
(b) The term "City Council" or "Council" shall mean the governing body of the Issuer.
(c) The term "Government Obligations" 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 =•book-
entry form.
(d) 'I'he terms "Gross Revenues of the System" and "Gross Revenues" shall mean all
revenues and income of every nature derived or received by the Issuer from the operation
and ownership of the System, including the interest income from the investment or deposit
of money in any Fund created by the ordinance for issuance of the Bonds or any Revenue
Bonds.
(e) The terms "Net Revenues of the System", and "Net Revenues" shall mean all
Gross Revenues after deducting and paying the current expenses of operation and
maintenance of the System out of the Revenue Fund, hereinafter created, including all
salaries, labor, materials, repairs, and extensions necessary to render efficient service,
provided, however, that only such repairs and eactensions, as in the judgment of the Issuer
Council, reasonably and fairly exercised by the adoption of appropriate resolutions, are
necessary to keep the System in operation and render adequate service to said Issuer and
the inhabitants thereof, or such as might be necessary to meet some physical accident or
condition which would otherwise impair the Bonds or Revenue Bonds, shall be deducted in
determining "Net Revenues". Depreciation and amortization shall not be considered as an
expense of operation and maintenance in determining Net Revenues.
(f) The term "Revenue Bonds" shall mean the revenue bonds which the City reserves
the right to issue in the future, all as provided in Section 23 of this Ordinance.
(g) The term "Series 1992 Bonds" or "Bonds" shall mean the City of Paris, Texas
Waterworks and Sewer System Revenue Bonds, Series 1992, authorized by this Ordinance.
(h) The term "Surplus Revenues" shall mean each month the Net Revenues of the
System after payment provisions for debt service and reserve requirements in connection
with all of the Issuer's Bonds and/or Revenue Bonds.
(i) The term "System" or "Waterworks and Sewer System" shall mean the Issuer's
entire existing waterworks and sewer system, together with all future extensions,
improvements, enlargements, and additions thereto, and all replacements thereof; provided
20
that, notwithstanding the foregoing, and to the extent now or hereafter authorized or
permitted by law, the term System shall not mean any sewer, water, or other facilities of any
kind which are declared not to be a part of the System, and which are acquired or
constructed by the Issuer with the proceeds from the issuance of "Special Facilities Bonds",
which are hereby defined as being special revenue obligations of the Issuer which are not
payable from or secured by any Net Revenues, but which are secured by and payable from
liens on and pledges of any other revenues, sources, or payments, including, but not limited
to, special contract revenues or payments received from any other legal entity in connection
with such facilities; and such revenues, sources, or payments shall not be considered as or
constitute Gross Revenues of the System unless and to the elctent otherwise provided in the
ordinance or ordinances authorizing the issuance of such "Special Facilities Bonds".
(j) The term "year" or "fiscal year" shall mean the fiscal year used by the Issuer in
connection with the operation of the System.
Section 9. PLEDGED REVENUES. The Series 1992 Bonds are Revenue Bonds
as authorized to be issued pursuant to Section 13 of the Ordinance that authorized the
Series 1991 Bonds, and said Series 1992 Bonds are being issued in accordance with the
provisions of Section 14(e) of such Ordinance and do not have to comply with paragraph
(b) of that section. The Series 1992 Bonds and any Revenue Bonds shall be secured by and
payable from a first lien on and pledge of the Net Revenues of the System, and the Net
Revenues are further pledged to the establishment and maintenance of the Funds created
by this Ordinance and any funds created by any ordinance authorizing the issuance of any
other Revenue Bonds.
Section 10. MAINTENANCE OF RATES. The Issuer hereby covenants and agrees
that it will at all times, while any of the Series 1991 Bonds, Series 1992 Bonds, or any
Revenue Bonds or any interest thereon, are outstanding and unpaid, charge and collect for
services rendered by the System rates sufficient to pay all maintenance, depreciation,
replacement, betterment, and interest charges, and to provide an Interest and Sinking Fund
sufficient to pay the interest and principal of such Series 1991 Bonds, Series 1992 Bonds and
Revenue Bonds as such interest and principal mature, and any outstanding indebtedness of
the System, as is required by applicable statutes of Texas. For the benefit of the original
purchasers and all subsequent holders of the Series 1991 Bonds, Series 1992 Bonds and
Revenue Bonds, or any part thereof, and in addition to all other provisions and covenants
in the laws of the State of Texas, and in this Ordinance, it is expressly covenanted that the
Issuer shall fix and maintain rates and collect charges for the facilities and services afforded
by the System to the Issuer, and to all other customers, which will provide revenues sufficient
at all times:
(a) to pay all operating, maintenance and replacement charges of the System, as is
required by Article 1113 of the Civil Statutes, as amended, and by other applicable statutes
of the State of Texas; '
21
(b) to establish and maintain the Interest and Sinking Fund for the Series 1991
Bonds and the Interest and Sinking Fund and the Reserve Fund, if any, for the Series 1992
Bonds and Revenue Bonds; and
(c) provide Net Revenues at least equal to 1.10 times the principal and interest
requirements of the Series 1991 Bonds, the Series 1992 Bonds, and Revenue Bonds, if any,
from time to time outstanding.
(d) to pay, in addition, all outstanding indebtedness against the System, other than
the Series 1991 Bonds, the Series 1992 Bonds, and Revenue Bonds, if any, as and when the
same becomes due; and
(e) to provide for the payments into any Cantingency Fund as may be required
under the provisions of the ordinances authorizing the issuance of the Revenue Bonds, with
such payments to be made if and only to the extent after providing for the required monthly
deposits to the Interest and Sinking Fund for the Series 1992 Bonds and Revenue Bonds,
if any.
Section 11. REVENUE FUND. That there is hereby created and there shall be
established and maintained on the books of the Issuer, and accounted for separate and apart
from all other funds of the Issuer, a special fund to be entitled the "City of Paris Waterworks
and Sewer System Revenue Bonds Revenue Fund" (the "Revenue Bonds Revenue Fund").
All Gross Revenues shall be credited to the Revenue Fund immediately upon receipt, unless
otherwise provided in this Ordinance. All current expenses of operation and maintenance
of the System shall be paid from such Gross Revenues credited to the Revenue Bonds
Revenue Fund as a first charge against same. Before making any deposits hereinafter
required to be made from the Revenue Bonds Revenue Fund, the Issuer shall retain in the
Revenue Fund at all times an amount at least equal to one-sixth of the amount budgeted
for the then current fiscal year for the current operation and maintenance expenses of the
System.
Section 12. INTEREST AND SINKING FUND. That for the sole purpose of paying
the principal of and interest on the Bonds, and any Revenue Bonds, there is hereby created
and there shall be established and maintained on the books of the Issuer, and accounted for
separate and apart from all other funds of the Issuer, a separate fund to be entitled the "City
of Paris Waterworks and Sewer System Revenue Bonds Interest and Sinking Fund" (the
"Revenue Bonds Interest and Sinking Fund").
Section 13. RESERVE FLJND. That there is hereby created and there shall be
established and maintained at the Issuer's depository bank a separate fund to be entitled the
"City of Paris Waterworks and Sewer System Bonds Reserve Fund" (the "Revenue Bonds
Reserve Fund"). The Reserve Fund shall be used to pay the principal of and interest on the
Bonds, and any Revenue Bonds when and to the extent the amounts in the Interest and
22
Sinking Fund available for such payment are insufficient for such purpose, and may be used
for the purpose of finally retiring the last of the Bonds, and any Revenue Bonds.
Section 14. CONTINGENCY FUND. That there is hereby created and shall be
established and maintained at the Issuer's depository bank a separate fund to be entitled the
"City of Paris Waterworks and Sewer System Bonds Contingency Fund" (the "Revenue
Bonds Contingency Fund"). The Contingency Fund shall be used to pay the cost of any
repairs or extensions to the System for the payment of which no other funds are available.
The Contingency Fund may also be used to pay the principal of and interest on the Series
1992 Bonds and any Revenue Bonds, at any time when there are not sufficient monies in
the Revenue Bonds Revenue Fund, Revenue Bonds Interest and Sinking Fund and Revenue
Bonds Reserve Fund for such purposes.
Section 15. DEPOSITS OF PLEDGED REVENUES. That Net Revenues shall be
credited to or deposited in the Revenue Bonds Interest and Sinking Fund, the Revenue
Bonds Reserve Fund, the Revenue Bonds Contingency Fund, and other funds when and as
required by this Ordinance and any ordinance authorizing the issuance of Revenue Bonds.
Section 16. INVESTMENTS. That money in any Fund established pursuant to this
Ordinance or any ordinance authorizing the issuance of Revenue Bonds, may, at the option
of the Issuer, if permitted by law, be placed in time deposits or certificates of deposit
secured by obligations of the type hereinafter described, or be invested in Government
Obligations (as defined in Section 8 hereot) or obligations guaranteed or insured by the
United States of America, which, in the opinion of the Attorney General of the United
States, are backed by its full faith and credit or represent its general obligations, or invested
in obligations of instrumentalities of the Llnited States of America, including, but not limited
to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies
as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives,
Federal Home Loan Banks, Government National Mortgage Association, United States
Postal Service, Farmers Home Administration, Federal Home Loan Mortgage Association,
Small Business Administration, Federal Housing Association, or Participation Certificates
in the Federal Assets Financing Trust; provided that all such deposits and investments shall
be made in such manner as will, in the opinion of the Issuer, permit the money required to
be expended from any Fund to be available at the proper time or times as expected to be
needed. Such investments (except United States Treasury Obligations--State and Local
Government Series investments held in book entry form, which shall at all times be valued
at cost) shall be valued in terms of current market value as of the last day of each fiscal .
year. Unless otherwise set forth herein, all interest and income derived from such deposits
and investments immediately shall be credited to, and any losses debited to, the Fund from
which the deposit or investment was made, and surpluses in any Fund shall or may be
disposed of as hereinafter provided. Such investments shall be sold promptly when
necessary to prevent any default in connection with the Bonds or Revenue Bonds consistent
with the ordinances, respectively, authorizing their issuance.
23
Section 17. FUNDS SECURED. That money in all Funds created by this Ordinance,
to the extent not invested, shall be secured in the manner prescribed by law.
Section 18. PRIORITY OF DEPOSITS AND PAYMENTS FROM REVENUE FUND.
That the Issuer shall make the deposits and payments from Net Revenues in the Revenue
Fund when and as required by this Ordinance and any ordinance authorizing any Revenue
Bonds, and such deposits shall be made in the following manner and with the following
irrevocable priorities, respectively:
First, to the Revenue Bonds Interest and Sinking Fund, when and in the amounts
required by this Ordinance and any ordinance authorizing any Revenue Bonds;
Second, to the Revenue Bonds Reserve Fund, when and in the amounts required by
this Ordinance and any ordinance authorizing any Revenue Bonds; and
Third, to the Revenue Bonds Contingency Fund, when and in the amounts required
by this Ordinance and any ordinance authorizing any Revenue Bonds; and
Section 19. INTEREST AND SINKING FUND REQUIREMENTS. (a) That promptly
after the delivery of the Bonds the Issuer shall cause to be deposited to the credit of the
Revenue Bonds Interest and Sinking Fund any accrued interest received from the sale and
delivery of the Bonds, and any such deposit shall be used to pay part of the interest next
coming due on the Bonds.
(b) That the Issuer shall transfer from the Net Revenues and deposit to the credit of
the Revenue Bonds Interest and Sinking Fund the amounts, at the times, as follows:
(1) such amounts, deposited in approximately equal monthly installments on or
before the lOth day of each month hereafter, commencing with the month during
which the Bonds are delivered, or the month thereafter if delivery is made after the
lOth day thereof, as will be sufficient, together with other amounts, if any, then on
hand in the Revenue Bonds Interest and Sinking Fund and available for such
purpose, to pay interest scheduled to accrue and come due on the Bonds, and any
Revenue Bonds on the next succeeding interest payment date;
(2) such amounts, deposited in approximately equal monthly installments on or
before the lOth day of each month hereafter, commencing with the month during
which the Bonds are delivered, or the month thereafter if delivery is made after the
lOth day thereof, as will be sufficient, together with other amounts, if any, then on
hand in the Revenue Bonds Interest and Sinking Fund and available for such
purpose, to pay principal scheduled to mature and come due on the Bonds, and any
Revenue Bonds on the nelct succeeding principal payment date; and
24
Section 20. RESERVE FUND REQUIREMENTS. That the Issuer has on deposit in
the Revenue Bonds Reserve Fund $ , which amount is equal to the average annual
principal and interest requirement on the Bonds. The Issuer shall maintain an amount of
money and investments equal to the average annual principal and interest requirements of
the Bonds and other Revenue Bonds, if any, (the "Required Reserve Amount"). Following
the issuance of Revenue Bonds, the Required Reserve Amount shall be equal to the average
annual principal and interest requirements of the Bonds, and any Revenue Bonds then
outstanding. After the delivery of any Revenue Bonds the Issuer shall cause the Reserve
Fund to be increased, if and to the extent necessary, so that such fund will contain an
amount of money and investments equal to the Required Reserve Amount. Any increase
in the Required Reserve Amount may be funded from Net Revenues or from proceeds from
the sale of any Revenue Bonds, or any other available source or combination of sources.
All or any part of the Required Reserve Amount not funded initially and immediately after
the delivery of any installment or issue of Revenue Bonds shall be funded, within not more
than five years from the date of such delivery, by deposits of Net Revenues in approximately
equal monthly installments on or before the lOth day of each month. Principal amounts of
the Bonds, and any Revenue Bonds which must be redeemed pursuant to any applicable
mandatory redemption requirements shall be deemed to be maturing amounts of principal
for the purpose of calculating principal and interest requirements on such bonds. When and
so long as the amount in the Revenue Bonds Reserve Fund is not less than the Required
Reserve Amount no deposits shall be made to the credit of the Revenue Bonds Reserve
Fund; but when and if the Revenue Bonds Reserve Fund at any time contains less than the
Required Reserve Amount, then the Issuer shall transfer from Net Revenues in the Revenue
Bonds Reserve Fund, and deposit to the credit of the Revenue Bonds Reserve Fund,
monthly on or before the lOth day of each month, a sum equal to 1/60th of the Required
Reserve Amount, until the Revenue Bonds Reserve Fund is restored to the Required
Reserve Amount. The Issuer specifically covenants that when and so long as the Revenue
Bonds Reserve Fund contains the Required Reserve Amount, the Issuer shall cause all
interest and income derived from the deposit or investment of the Revenue Bonds Reserve
Fund to be deposited to the credit of the Revenue Bonds Reserve Fund.
Section 21. CONTINGENCY FUND REQUIREMENTS. That the Issuer shall
cause to be deposited into the Revenue Bonds Contingency Fund 1/60th of the required
contingency amount (as hereinafter defined) on the lOth day of each month hereafter until
an aggregate amount of $500,000 has been accumulated in this Fund constituting (the
"Required Contingency Amount"). No deposits shall be required to be made into the
Revenue Bonds Contingency Fund as long as the Revenue Bonds Contingency Fund contains
said aggregate amount, but if and whenever said Revenue Bonds Contingency Fund is
reduced below said aggregate amount, the aforesaid monthly deposits into the Revenue
Bonds Contingency Fund shall be resumed and continued until such time as the Revenue
Bonds Contingency Fund has been restored to said aggregate amount.
Section 22. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) That if on any
occasion there shall not be sufficient Net Revenues to make the required deposits into the
25
Revenue Bonds Interest and Sinking Fund or the Revenue Bonds Reserve Fund, such
deficiency shall be made up as soon as possible from the next available Net Revenues.
(b) That, subject to making the required deposits to the credit of the various Funds
when and as required by this ordinance or any ordinance authorizing the issuance of
Revenue Bonds, any Surplus Revenues may be used by the Issuer for any lawful purpose,
in particular such Surplus Revenues shall be deposited into the Interest and Sinking Fund
established by the ordinance authorizing the Series 1991 Bonds in accordance with Section
10 of said ordinance.
Section 23. PAYMENT OF BONDS AND REVENUE BONDS. On or before June
10, 1992, and semiannually on or before each December 10 and June 10 thereafter while the
Bonds, and any Revenue Bonds are outstanding and unpaid the Issuer shall make available
to the Paying Agent/Registrar therefor, out of the Interest and Sinking Fund, or if necessary,
out of the Reserve Fund, money sufficient to pay, on each of such dates, the principal of and
interest on the Bonds, and any Revenue Bonds as the same matures and comes due, or to
redeem the Bonds, and Revenue Bonds prior to maturity, either upon mandatory
redemption or at the option of the Issuer. At the direction of the Issuer the Paying
Agent/Registrar shall either deliver paid Bonds, and any Revenue Bonds to the Issuer or
destroy all paid Bonds, and any Revenue Bonds, and furnish the Issuer with an appropriate
certificate of cancellation or destruction.
Section 24. REVENUE BONDS. (a) That the Issuer shall have the right and power at
any time and from time to time, and in one or more Series or issues, to authorize, issue, and
deliver additional parity revenue bonds (herein called "Revenue Bonds"), in accordance with
law, in any amounts, for any lawful purpose, including the refunding of any Bonds, Revenue
Bonds, or other obligations. Such Revenue Bonds, if and when authorized, issued, and
delivered in accordance with this Ordinance, may be payable from and secured by an
irrevocable first lien on and pledge of the Net Revenues, all as hereinafter provided.
(b) That Revenue Bonds, if and when authorized, issued, and delivered in accordance
with this Ordinance, shall be payable from a Revenue Bond Interest and Sinking Fund to
be created hereafter by the ordinance authorizing the issuance thereof which shall be funded
in equal monthly installments, and shall be payable from and secured by an irrevocable lien
on and pledge of the Net Revenues, equally and ratably on a parity with all other
outstanding Revenue Bonds, if any.
(c) That the principal of and interest on all Revenue Bonds must be scheduled to be
paid or mature on June 15 and/or December 15 of the years in which such principal and
interest are scheduled to be paid or mature.
Section 25. FURTHER REQUIREMENTS FOR REVENUE BONDS. That Revenue
Bonds shall be issued only in accordance with this ordinance, and no installment, Series, or
issue of Revenue Bonds shall be issued or delivered unless:
26
(a) The Mayor of the Issuer and the City Clerk sign a written certificate to the effect
that the Issuer is not in default as to any covenant, condition, or obligation in connection
with all then Series 1991 Bonds, Bonds and Revenue Bonds, and the ordinances authorizing
same, and that the interest and sinking funds for both the Series 1991 Bonds, the Bonds and
the Revenue Bonds, and the Revenue Bonds Reserve Fund for the Revenue Bonds, each
contains the amount then required to be therein.
(b) An independent certified public accountant, or independent firm of certified public
accountants, acting by and through a certified public accountant, signs a written certificate
to the effect that, in his or its opinion, during either the next preceding fiscal year, or any
twelve consecutive calendar month period ending not more than ninety days prior to the
passage of the ordinance authorizing the issuance of the then proposed Revenue Bonds, the
Net Revenues were, if the then proposed bonds are to be Revenue Bonds, at least equal to
the aggregate of 1.10 times an amount equal to the average annual principal and interest
requirements of all then outstanding bonds of any nature or lien which are payable from Net
Revenues and which are scheduled to be outstanding after the delivery of the then proposed
Revenue Bonds.
It is specifically provided, however, that in calculating the amount of Net Revenues for
the purposes of this subsection (b), if there has been any increase in the rates or charges for
services of the System which is then in effect, but which was not in effect during all or any
part of the entire period for which the Net Revenues are being calculated (hereinafter
referred to as the "entire period") then the certified public accountant shall determine and
certify the amount of Net Revenues as being the total of (i) the actual Net Revenues for the
entire period, plus (ii) a sum equal to the aggregate amount by which the actual billings to
customers of the System during the entire period would have been increased if such in-
creased rates or charges had been in effect during the entire period.
(c) An independent registered professional engineer of the State of Texas, or an
independent firm of engineers acting by and through a registered professional engineer of
the State of Texas, signs a written certificate to the effect that, in his or its opinion, during
each fiscal year while any Series 1991 Bonds, the Bonds or Revenue Bonds are scheduled
to be outstanding, beginning with the fiscal year next following the date of the then proposed
Revenue Bonds, the Net Revenues estimated to be received during each of said fiscal years,
respectively, will be at least equal to 1.10 times the principal and interest requirements,
during each such fiscal year, respectively, of all bonds of any nature or lien which are
payable from Net Revenues and which are scheduled to be outstanding after the issuance
of the then proposed Revenue Bonds. In arriving at such opinion there may be taken into
consideration any prospective additions to the System or the Net Revenues, any scheduled,
projected, or reasonably expected changes in rates and charges, anticipated increases or
decreases in Net Revenues or maintenance and operation expenses of the System, and any
other factor which in his or its opinion would have a material impact on the Net Revenues.
27
(d) Provision shall be made in the ordinance authorizing their issuance for establishing
or contributing to a Reserve Fund so that the amount therein shall be equal to at least the
average annual principal and interest requirements of all outstanding and the proposed
Revenue Bonds. The Reserve Fund shall be funded, within not more than five years from
the date of such delivery of the Revenue Bonds, by deposits of Net Revenues in
approximately equal monthly installments on or before the lOth day of each month
commencing in the month following the issuance of such Revenue Bonds. The Revenue
Bond Reserve Fund shall be used solely to pay the principal of and interest on the Revenue
Bonds to the extent of any deficiency in the Revenue Bond Interest and Sinking Fund. Any
amounts so applied shall be replaced by equal monthly deposits over the period of time
determined in the ordinance authorizing such Revenue Bonds.
(e) That all calculations of principal and interest requirements of any bonds made in
connection with the issuance of any then proposed Revenue Bonds shall be made as of the
date of such Revenue Bonds; and also in making calculations for such purpose, and for any
other purpose under this Ordinance, principal amounts of any bonds which must be
redeemed prior to maturity pursuant to any applicable mandatory redemption requirements
shall be deemed to be maturing amounts of principal of such bonds. The Issuer has
reserved the right to issue, not to exceed $9,900,000, as Revenue Bonds, for improvements
and extensions to the System, without complying with paragraph (b) of this Section.
Section 26. GENERAL COVENANTS. The Issuer further covenants and agrees that
in accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance
authorizing the issuance of the Bonds, and any Revenue Bonds; that it will promptly pay or
cause to be paid the principal of and interest on the Bonds, and any Revenue Bonds, on the
dates and in the places and manner prescribed in such ordinances and Bonds, and Revenue
Bonds; and that it will, at the times and in the manner prescribed, deposit or cause to be
deposited the amounts required to be deposited into the Revenue Bonds Interest and
Sinking Fund and the Revenue Bonds Reserve Fund; and any holder of the Bonds, and any
Revenue Bonds may require the Issuer, its officials, and employees, to carry out, respect, or
enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the
issuance of Revenue Bonds, by all legal and equitable means, including specifically, but
without limitation, the use and filing of mandamus proceedings, in any court of competent
jurisdiction, against the Issuer, its officials, and employees.
(b) Legal Authority. The Issuer is a duly created and existing home rule city of the State
of Texas, and is duly authorized under the laws of the State of Texas to create and issue the
Bonds, and any Revenue Bonds; that all action on its part for the creation and issuance of
the said obligations has been or will be duly and effectively taken, and that said obligations
in the hands of the holders and owners thereof are and will be valid and enforceable special
obligations of the Issuer in accordance with their terms.
28
(c) Title. The Issuer has or will obtain lawful title to the lands, buildings, structures, and
facilities constituting the System, that it warrants that it will defend the title to all the
aforesaid lands, buildings, structures, and facilities, and every part thereof, for the benefit
of the holders and owners of the Bonds, and any Revenue Bonds, against the claims and
demands of all persons whomsoever, that it is lawfully qualified to pledge the Net Revenues
to the payment of the Bonds, and any Revenue Bonds in the manner prescribed herein, and
has lawfully exercised such rights.
(d) Liens. The Issuer will from time to time and before the same become delinquent
pay and discharge all taxes, assessments, and governmental charges, if any, which shall be
lawfully imposed upon it, or the System, that it will pay all lawful claims for rents, royalties,
labor, materials, and supplies which if unpaid might by law become a lien or charge thereon,
the lien of which would be prior to or interfere with the liens hereof, so that the priority of
the liens granted hereunder shall be fully preserved in the manner provided herein, and that
it will not create or suffer to be created any mechanic's, laborer's, materialman's, or other
lien or charge which might or could be prior to the liens hereof, or do or suffer any matter
or thing whereby the liens hereof might or could be impaired; provided, however, that no
such tax, assessment, or charge, and that no such claims which might be used as the basis
of a mechanic's, laborer's, materialman's, or other lien or charge, shall be required to be
paid so long as the validixy of the same shall be contested in good faith by the Issuer.
(e) Operation of S,ystem; No Free Service. While the Bonds, and any Revenue Bonds
are outstanding and unpaid the Issuer shall continuously and efficiently operate the System,
and shall maintain the System, or cause the System to be operated and maintained in good
condition, repair, and working order, all at reasonable cost. No free service of the System
shall be allowed, and should the Issuer or any of its agencies, instrumentalities, lessors, or
concessionaires make use of the services and facilities of the System, payment monthly of
the standard retail price of the services provided shall be made by the Issuer or any of its
agencies, instrumentalities, lessors, or concessionaires out of funds from sources other than
the revenues of the System, unless made from surplus Net Revenues as permitted by Section
22(b) hereof.
(f) Further Encumbrance. While the Bonds, and any Revenue Bonds are outstanding
and unpaid, the Issuer shall not additionally encumber the Net Revenues in any manner,
except as permitted in this Ordinance in connection with Revenue Bonds, unless said
encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants,
and agreements of this Ordinance and any ordinance authorizing the issuance of Revenue
Bonds; but the right of the Issuer to issue revenue bonds payable from a subordinate lien
on surplus Net Revenues is specifically recognized and retained.
(g) Sale or Disposal of Propertv. While the Bonds, and any Revenue Bonds are
outstanding and unpaid, the Issuer shall not sell, convey, mortgage, encumber, lease, or in
any manner transfer title to, or dedicate to other use, or otherwise dispose of, the System,
(except as permitted in paragraph (n) hereof) or any significant or substantial part thereof;
29
provided that whenever the Issuer deems it necessary to dispose of any property, machinery,
fixtures, or equipment, or dedicate such property to other use, it may do so either when it
has made arrangements to replace the same or provide substitutes therefor, or it is
determined by resolution of the City Council that no such replacement or substitute is
necessary.
(h) Insurance. (1) The Issuer shall cause to be insured such parts of the System as
would usually be insured by corporations operating like properties, with a responsible
insurance company or companies, against risks, accidents, or casualties against which and to
the extent insurance is usually camed by corporations operating like properties, including,
to the extent reasonably obtainable, fire and extended coverage insurance, insurance against
damage by floods, and use and occupancy insurance. Public liability and property damage
insurance also shall be carried unless the City Attorney gives a written opinion to the effect
that the Issuer is not liable for claims which would be protected by such insurance. All
insurance premiums shall be paid as an expense of operation of the System. At any time
while any contractor engaged in construction work shall be fully responsible therefor, the
Issuer shall not be required to carry insurance on the work being constructed if the con-
tractor is required to carry appropriate insurance. All such policies shall be open to the
inspection of the Bondholders and their representatives at all reasonable times. Upon the
happening of any loss or damage covered by insurance from one or more of said causes, the
Issuer shall make due proof of loss and shall do all things necessary or desirable to cause
the insuring companies to make payment in full directly to the Issuer. The proceeds of
insurance covering such property, together with any other funds necessary and available for
such purpose, shall be used forthwith by the Issuer for repairing the property damaged or
replacing the property destroyed; provided, however, that if said insurance proceeds and
other funds are insufficient for such purpose, then said insurance proceeds pertaining to the
System shall be deposited in a special and separate trust fund, at an official depository of
the Issuer, to be designated the Insurance Account. The Insurance Account shall be held
until such time as other funds become available which, together with the Insurance Account,
will be sufficient to make the repairs or replacements originally required.
(2) The annual audit hereinafter required may contain a section commenting on
whether or not the Issuer has complied with the requirements of this Section with respect
to the maintenance of insurance, and shall state whether or not all insurance premiums upon
the insurance policies to which reference is made have been paid.
(i) Annual Budget and Rate Covenant. The Issuer shall prepare, prior to the beginning
of each fiscal year, an annual budget, in accordance with law reflecting an estimate of cash
receipts and disbursements for the ensuing fiscal year in sufficient detail to indicate the
probable Gross Revenues and Net Revenues for such fiscal year.
(j) ReCords. The Issuer shall keep proper books of record and account in which full,
true, proper, and correct entries will be made of all dealings, activities, and transactions
relating to the System, the Net Revenues, and the Funds created pursuant to this Ordinance,
30
and all books, documents, and vouchers relating thereto shall at all reasonable times be
made available for inspection upon request of any Bondholder or citizen of the Issuer. To
the exrtent consistent with the provisions of this Ordinance, the Issuer shall keep its books
and records in a manner conforming to standard accounting practices as usually would be
followed by private corporations owning and operating a similar system, with appropriate
recognition being given to essential differences between municipal and corporate accounting
practices.
(k) Audits. After the close of each fiscal year while any of the Bonds, and any Revenue
Bonds are outstanding, an audit will be made of the books and accounts relating to the
System and the Net Revenues by an independent certified public accountant or an inde-
pendent firm of certified public accountants. As soon as practicable after the close of each
such year, and when said audit has been completed and made available to the Issuer, a copy
of such audit for the preceding year shall be mailed to the Municipal Advisory Council of
Texas, to each paying agent for any bonds payable from Net Revenues, to any Bondholders
who shall so request in writing, and to Southwest Securities Incorporated. The annual audit
reports shall be open to the inspection of the Bondholders and their agents and
representatives at all reasonable times.
(1) Governmental A e~ ncies. It will comply with all of the terms and conditions of any
and all franchises, permits, and authorizations applicable to or necessary with respect to the
System, and which have been obtained from any governmental agency; and the Issuer has
or will obtain and keep in full force and effect all franchises, permits, authorization, and
other requirements applicable to or necessary with respect to the acquisition, construction,
equipment, operation, and maintenance of the System.
(m) No Competition. It will not operate, or grant any franchise r, to the eutent it legally
may, permit the acquisition, construction, or operation of, any facilities which would be in
competition with the System, and to the extent that it legally may, the Issuer will prohibit any
such competing facilities.
(n) District or River Authority Contract. Nothing herein shall be construed to prevent
the Issuer from making contracts with a district or river authority operating pursuant to
Article 16, Section 59 of the Texas Constitution, as authorized by Chapter 30, Texas Water
Code, or Article 4413 (32c), V.A.T.C.S., under which a district or river authority will make
a sewer system or water system or portions thereof available to the Issuer, and will furnish
waste water collection, transportation, treatment, disposal services or water treatment or
water transportation facilities to the Issuer, through the district's or river authority's sewer
system or water system or in such other manner as deemed appropriate by the Issuer. Such
contracts may provide for the operation, or the acquisition by purchase or lease, of the
Issuer's waste water treatment and disposal facilities or water treatment or water transporta-
tion facilities, in whole or in part, by the district or river authority.
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Section 27. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon
shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within
the meaning of this Ordinance, except to the extent provided in subsection (d) of this
Section 27, when payment of the principal of such Bond, plus interest thereon to the due
date (whether such due date be by reason of maturity, upon redemption, or otherwise)
either (i) shall have been made or caused to be made in accordance with the terms thereof
(including the giving of any required notice of redemption), or (ii) shall have been provided
for on or before such due date by 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 rein-
vestment, of sufficient money to provide for such payment, and when proper arrangements
have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Bonds shall have become due and payable. At such time as a
Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the
interest thereon shall no longer be secured by, payable from, or entitled to the benefits of,
the Net Revenues herein 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 Bonds
and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer.
(c) The term "Government 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 Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased
Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
Section 28. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged,
mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new bond of the same principal amount, maturity, and interest
rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such
Bond in the manner hereinafter provided.
32
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to
the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the
registered owner applying for a replacement bond shall furnish to the Issuer and to the
Paying Agent/Registrar such security or indemnity as may be required by them to save each
of them harmless from any loss or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the
Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such
Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered
owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged
or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,
in the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the Issuer may authorize the payment of the same (without surrender thereof except
in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all
legal, printing, and other expenses in connection therewith. Every replacement bond issued
pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen,
or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost,
stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of
Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section of this Ordinance shall constitute
authority for the issuance of any such replacement bond without necessity of further action
by the governing body of the Issuer or any other body or person, and the duty of the
replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds
in the form and manner and with the effect, as provided in Section 4(d) of this Ordinance
for Bonds issued in conversion and exchange for other Bonds.
Section 29. CUSTODY, APPROVAI,, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS; AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the Issuer is hereby authorized to have
control of the Initial Bond issued hereunder and all necessary records and proceedings
pertaining to the Initial Bond 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 Bond
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said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial
Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the
Initial Bond. In addition, if bond insurance is obtained, the Bonds may bear an appropriate
legend as provided by the Insurer.
Section 30. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants
not to take any action which would adversely affect, and to take any required action to
ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal
Revenue Code of 1986 (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
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds
are so used, that amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Resolution, or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt
service on the Bonds, in rontravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in SubSection (a) hereof exceeds 5 percent of the proceeds of the Bonds (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 Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of Section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in Section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with
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(1) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 30 days or less until
such proceeds are needed for the purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
Section 1.103-13(b)(12) 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
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent
applicable, Section 149(d) of the Code (relating to advance refundings);
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to
pay to the United States of America, not later than 60 days after the Bonds have been paid
in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under Section 148(f) of the Code; and
(i) to maintain such records as will enable the Issuer to fulfill its responsibilities
under this Section and Section 148 of the Code and to retain such records for at least six
years following the final payment of principal and interest on the Bonds.
In order to facilitate compliance with the above covenants (g), (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.
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 ruling are
hereafter promulgated which modify, or expand provisions of the Code, as applicable to the
Bonds, the Issuer will not be required to comply with any covenant contained herein to the
extent that such modification or expansion, in the opinion of nationally-recognized bond
counsel, will not adversely affect the exemption from federal income talcation of interest on
the Bonds 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
Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary,
35
in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal
income taacation of interest on the Bonds under Section 103 of the Code.
Section 31. SALE OF INITIAL BOND. The Initial Bond is hereby sold and shall
be delivered to ►~,y for cash for the par value thereof plus accrued
interest thereon to date of delivery, plus a premium of $ 37Q~. a>"' It is hereby officially
found, determined, and declared that the Initial Bond has been sold at public sale to the
bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official
Notice of Sale and Bidding Instructions and Official Statement dated March 23, 1992,
prepared and distributed in connection with the sale of the Initial Bond. Said Official Notice
of Sale and Bidding Instructions 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 Bonds 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.
Section 33. T'his Ordinance shall become effective on March 30, 1992.
PASSED AND ADOPTED this the 30th day of March, 1992.
.
` ~ .
eorge Fisher, Jr., Mayor
a
Mattie Cunnighar.i, Citylerk
AFP C?'V TO FORM:
T. K. ayne ity Attorney
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