84-086 ORD AUTHORIZING ISSUANCE OF CERTIFICATES OF OBLIGATION {
ORDINANCE-=~k lz&~4 - Og~p
AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION
THE STATE OF TEXAS §
COUNTY OF LAMAR §
CITY OF PARIS §
WHEREAS, the City Council deems it advisable to issue
Certificates of Obligation in the amount of $6,500,000 for the
purpose of paying, in whole or in part, contractual obligations
for improving and extending the City's combined Waterworks and
Sewer System, and for paying all or a portion of the legal,
fiscal and engineering fees in connection with this project;
and
WHEREAS, the Certificates of Obligation hereinafter
authorized and designated are to be issued and delivered for
cash pursuant to Article 2368a. 1, V. A. T. C. S. ; and
WHEREAS, the City Council has heretofore, on the 8th day
~of November, 1984, adopted a resolution authorizing and direct-
ing the city clerk to give notice of intention to issue Certi-
ficates of Obligation; 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 November 11, 1984 and November 18, 1984; and
WHEREAS, the City received no petition from the qualified
Ielectors of the City protesting the issuance of such Certifi-
,cates of Obligation.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PARIS:
Section 1. AMOUNT AND PURPOSE OF THE CERTIFICATES OF
OBLIGATION. The certificate of obligation or certificates of
obligation of the City of Paris (the "Issuer") are hereby
authorized to be issued and delivered in the aggregate princi-
pal amount of $6,500,000, for the purpose of paying, in whole
or in part, contractual obligations for improving and extending
the City's combined Waterworks and Sewer System, and for paying
all or a portion of the legal, fiscal and engineering fees in
connection with this project,
Section 2. DESIGNATION OF THE CERTIFICATES OF OBLIGATION.
Each certificate of obligation issued pursuant to this Ordin-
ance shall be designated: "CITY OF PARIS, TEXAS COMBINATION
TAX AND UTILITY SYSTEM REVENUE CERTIFICATE OF OBLIGATION,
SERIES 1984", and initially there shall be issued, sold, and
delivered hereunder a single fully registered certificate of
obligation, without interest coupons, payable in installments
of principal (the "Initial Certificate of Obligation"), but the
Initial Certificate of Obligation may be assigned and trans-
ferred and/or converted into and exchanged for a like aggregate
principal amount of fully registered certificates of obliga-
tion, without interest coupons, having serial maturities, and
in the denomination or denominations of $5,000 or any integral
multiple of $5,000, all in the manner hereinafter provided.
The term "Certificates of Obligation" as used in this Ordinance
shall mean and include collectively the Initial Certificate of
Obligation and all substitute certificates of obligation ex-
changed therefor, as well as all other substitute certificates
of obligation and replacement certificates of obligation issued
pursuant hereto, and the term "Certificate of Obligation" shall
mean any of the Certificates of Obligation.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURI-
TIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE
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; in annual installments of principal due and payable on December
E 15 in each of the years, and in the respective principal
~ amounts, as set forth in the following schedule:
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~ YEARS AMOUNTS YEARS AMOUNTS
~ 1985 $220,000 1993 $485,000
1986 240,000 1994 535,000
~ 1987 265,000 1995 590,000
i 1988 290,000 1996 650,000
~ 1989 325,000 1997 725,000
1990 360,000 1998 800,000
~ 1991 400,000 1999 175,000
1992 440,000
Pand to pay interest, from the date of this Initial Certificate
'of Obligation, on the balance of each such installment of
~principal, respectively, from time to time remaining unpaid, at
~ the rates as follows:
~ 11.50% per annum on the above installment of
j principal due and payable on December 15, 1985;
~ 11.50% per annum on the above installment of
principal due and payable on December 15, 1986;
~ 11. 50% per annum on the above installment of
; principal due and payable on December 15, 1987;
~ 11.50% per annum on the above installment of
~ principal due and payable on December 15, 1988;
11.50% per annum on the above installment of
principal due and payable on December 15, 1989;
9.375% per annum on the above installment of
principal due and payable on December 15, 1990;
8. 60% per annum on the above installment of
principal due and payable on December 15, 1991;
8.80% per annum on the above installment of
principal due and payable on December 15, 1992;
9.00% per annum on the above installment of
principal due and payable on December 15, 1993;
9.20% per annum on the above installment of
principal due and payable on December 15, 1994;
9.40% per annum on the above installment of
principal due and payable on December 15, 1995;
9. 60% per annum on the above installment of
principal due and payable on December 15, 1996;
9. 70% per annum on the above installment of
i principal due and payable on December 15, 1997;
9.50; per annum on the above installment of
principal due and payable on December 15, 1998;
9.00% per annum on the above installment of
principal due and payable on December 15, 1999;
with said interest being payable on June 15, 1985, and semi-
annually on each December 15 and June 15 thereafter while this
Certificate of Obligation or any portion hereof is outstanding
and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this
Certificate of Obligation are payable in lawful money of the
United States of America, without exchange or collection
charges. The installments of principal and the interest on
this Certificate of Obligation are payable to the registered
~owner hereof through the services of INTERFIRST BANK DALLAS,
N.A., Dallas, Texas, which is the "Paying Agent/Registrar" for
this Certificate of Obligation. Payment of all principal of
and interest on this Certificate of Obligation shall be made by
the Paying Agent/Registrar to the registered owner hereof on
each principal and/or interest payment date by check or draft,
dated as of such date, drawn by the Paying Agent/Registrar on,
and payable solely from, funds of the Issuer required by the
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i ordinance authorizing the issuance of this Certificate of
Obligatior_ (the "Certificate of Obligation Ordinance") to be on
deposit with the Paying Agent/Registrar for such purpose as
, hereinafter provided; and such check or draft shall be sent by
~ the Paying Agent/Registrar by United States mail, first-cl ss
postage prepaid, on each such principal and/ or inter st
payment date, to the registered owner hereof, at the address of
the registered owner, as it appeared on the last business ay
of the month next preceding each such date (the "Record Dat
on the Registration Books kept by the Paying Agent/Registr,
r,
j as hereinafter described. The Issuer covenants with he
registered owner of this Certificate of Obligation that on or
~ before each principal and/or interest payment date for t is
€ Certificate of Obligation it will make available to the Pay ng
~ Agent/Registrar, from the "Interest and Sinking Fund" crea ed
~ by the Certificate of Obligation Ordinance, the amounts e-
~ quired to provide for the payment, in immediately availa le
° funds, of all principal of and interest on this Certificate of
Obligation, when due.
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IF THE DATE for the payment of the principal of or int r-
est on this Certificate of Obligation shall be a Saturday, S n-
day, a legal holiday, or a day on which banking institutions in
the city where the Paying Agent/Registrar is located re
3 authorized by law or executive order to close, then the d te
; for such payment shall be the next succeeding day which is ot
such a Saturday, Sunday, legal holiday, or day on which banking
institutions are authorized to close; and payment on such d te
shall have the same force and effect as if made on the origi al
; date payment was due.
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~ THIS CERTIFICATE OF OBLIGATION has been authorized 'n
accordance with the Constitution and laws of the State of Tex s
for the purpose of paying, in whole or in part, contractu 1
obligations for improving and extendin the Cit '
Waterworks and Sewer System, and for pay ng all or a porti~onn f
the legal, fiscal and engineering fees in connection with th s
project.
ON DECEMBER 15, 1994, or on any interest payment da e
thereafter, the Certificate of Obligation of this Series may e
redeemed prior to their scheduled maturities, at the option f
the Issuer, with funds derived from any available source, as a
whole, or in part, and, if in part, the particular portion f
, this Certificate of Obligation to be prepaid or redeemed sha 1
be selected and designated by the Issuer (provided that a po -
tion of this Certificate of Obligation may be redeemed only 'n
an integral multiple of $5,000), at the prepayment or redem -
tion price of the principal amount thereof
, plus accrued inte -
est to the date fixed for prepayment or redemption. At lea t
20 days prior to the date fixed for any redemption of Certif"-
cates of Obligation prior to maturity a written notice of su h
redemption shall be given by the Issuer to the Paying Agen /
Registrar, and the Paying Agent/Registrar shall send a copy f
such notice by United States mail, first-class postage prepai
~ not less than 15 days prior to the date fixed for any such re-
demption, to the registered owner of each Certificate of Obli-
gation to be redeemed at its address as it appeared on the 20t
day prior to such redemption date; provided, however, that th
failure to send, mail, or receive such notice, or any defec
therein or in the sending or mailing thereof, shall not affec
the validity or effectiveness of the proceedings for the re
~ demption of any Certificate of Obligation, and it is hereb
specifically provided that the giving of notice by the Issue
~I to the Paying Agent/Registrar as required above shall be th
, only notice actually required in connection with or as a pre
requisite to the redemption of any Certificates of Obligation.
! By the date fixed for any such redemption due provision shal
be made with the Paying Agent/Registrar for the payment of tn
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; required redemption price for the Certificates of Obligation
which are to be so redeemed, plus accrued interest thereon to
the date fixed for redemption. If such written notice of re-
demption is given to the Paying Agent/Registrar and if due pro-
vision for such payment is made, all as provided above, the
Certificates of Obligation 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
i such payment .
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! THIS CERTIFICATE OF OBLIGATION, to the extent of the
unpaid or unredeemed principal balance hereof, or any unpaid
and unredeemed portion hereof in any integral multiple of
$5,000, may be assigned by the initial registered owner hereof
and shall be transferred only in the Registration Books of the
'Issuer kept by the Paying Agent/Registrar acting in the
~capacity of registrar for this Certificate of Obli ation
the terms and conditions set forth in the Ce tificate pof
Obligation Ordinance. Among other requirements for such
transfer, this Certificate of Obligation must be presented and
surrendered to the Paying Agent/Registrar for cancellation,
!together with proper instruments of assignment, in form and
lwith guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment by the initial regis-
tered owner of this Certificate of Obligation o
or portions hereof in any integral multiple of $5,OOO,Pto t
~the
assignee or assignees in whose name or names this Certificate
of Obligation or any such portion or portions hereof is or are
to be transferred and registered. Any instrument or instru-
ments of assignment satisfactory to the Paying Agent/Registrar
'may be used to evidence the assignment of this Certificate of
Obligation or any such portion or portions hereof by the
initial registered owner hereof. A new certificate of obliga-
tion or certificates of obligation payable to such assignee or
assignees (which then will be the new registered owner or
owners of such new certificate of obligation or certificates of
obligation) or to the initial registered owner as to any
portion of this Certificate of Obligation which is not being
assigned and transferred by the initial registered owner, shall
be delivered by the Paying Agent/Registrar in conversion of and
exchange for this Certificate of Obligation or any portion or
portions hereof, but solely in the form and manner as provided
in the next paragraph hereof for the conversion and exchange of
this Certificate of Obligation or any portion hereof. The
registered owner of this Certificate of Obligation shall be
deemed and treated by the Issuer and the Paying Agent/Registrar
as the absolute owner hereof for all purposes, including
payment and discharge of liability upon this Certificate of ~
Obligation to the extent of such payment, and the Issuer and r
the Paying Agent/Registrar shall not be affected by any notice f
to the contrary. ~
AS PROVIDED above and in the Certificate of Obligation
Ordinance, this Certificate of Obligation, to the extent of the
unpaid or unredeemed principal balance hereof, may be converted
linto and exchanged for a like aggregate principal amount of
fully registered certificates of obligation, without interest
coupons, payable to the assignee or assignees duly designated
in writing by the initial registered owner hereof, or to the
initial registered owner as to any portion of this Certificate
of Obligation which is not being assigned and transferred by
the initial registered owner, {
denominations in any integral multille f y denomination or
the requirement hereinafter stat d that$5~each ( subst tute
?certificate of obligation issued in exchange for any portion of
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this Certificate of Obligation shall have a single stated
~principal maturity date), upon surrender of this Certificate of
Obligation to the Paying Agent/Registrar for cancellation, all
in accordance with the form and procedures set forth in the
Certificate of Obligation Ordinance. If this Certificate of
Obligation or any portion hereof is assigned and transferred or
converted each certificate of obligation issued in exchange for
any portion hereof shall have a single stated principal
maturity date corresponding to the due date of the installment
of principal of this Certificate of Obligation or portion
hereof for which the substitute certificate of obligation is
being exchanged, and shall bear interest at the rate applicable
to and borne by such installment of principal or portion
thereof. Such certificates of obligation, respectively, shall
be subject to redemption prior to maturity on the same dates
and for the same prices as the corresponding installment of
principal of this Certificate of Obligation or portion hereof
for which they are being exchanged. No such certificate of
obligation shall be payable in installments, but shall have
lonly one stated principal maturity date. AS PROVIDED IN THE
CERTIFICATE OF OBLIGATION ORDINANCE, THIS CERTIFICATE OF
OBLIGATION IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED
IOR CONVERTED ONCE ONLY, and to one or more assignees, but the
icertificates of obligation issued and delivered in exchange for
this Certificate of Obligation or any portion hereof may be
;assigned, transferred and converted, subsequently, as provided
Jin the Certificate of Obligation Ordinance. The Issuer shall
pay the Paying Agent/Registrar's standard or customary fees and
charges for transferring, converting, and exchanging this
Certificate of Obligation or any portion thereof, but the one
jrequesting 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)
Jwith respect to any Certificate of Obligation or portion
thereof called for prepayment or redemption prior to maturity,
within 20 days prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Certif-
icate of Obligation is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in
the Certificate of Obligation Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor,
and promptly will cause written notice thereof to be mailed to
the registered owner of this Certificate of Obligation.
IT IS HEREBY certified, recited, and covenanted that this
Certificate of Obligation has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and
things required or proper to be performed, exist, and be done
precedent to or in the authorization, issuance, and delivery of
this Certificate of Obligation have been performed, existed,
and been done in accordance with law; that this Certificate of
Obligation is a general obligation of the Issuer, issued on the
full faith and credit thereof; and that ad valorem taxes
sufficient to provide for the payment of the interest on and
principal of this Certificate of Obligation, as such interest
and principal come due, have been levied and ordered to be
levied against all taxable property in the Issuer, and have
been pledged for such payment, within the limit prescribed by
law, and that this Certificate of Obligation, together with
other obligations of the Issuer, is additionally secured by and
payable from a pledge of the revenues of the Issuer's combined
Waterworks and Sewer System, remaining after payment of all
operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all
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of the Issuer's revenue bonds (now or hereafter outstanding)
which are payable from all or any part of the Net Revenues of
the Issuer's combined Waterworks and Sewer System, constituting
"Surplus Revenues" all as prescribed in the Certificate of
Obligation Ordinance.
~ BY BECOMING the registered owner of this Certificate of
Obligation, the registered owner thereby acknowledges all of
the terms and provisions of the Certificate of Obligation Ordi-
nance, agrees to be bound by such terms and provisions, ack-
nowledges that the Certificate of Obligation 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 Certificate of Obligation
and the Certificate of Obligation Ordinance constitute a con- ~
tract between the registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate
~of Obligation to be signed with the manual signature of the
Mayor of the Issuer, countersigned with the manual signature of
~the City Clerk of the Issuer, and has caused the official seal
'of the Issuer to be duly impressed on this Certificate of
Obligation to be dated December 15, 1984.
XXXXX XXXXX
City Clerk Mayor
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~ CITY SEAL
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate of Obligation has
been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Certifi-
cate of Obligation has been registered by the Comptroller of
~ Public Accounts of the State of Texas. j
~ Witness my signature and seal this
XXXXXXXX
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE CERTIFICATES
OF OBLIGATION. Registration and Transfer. (a) The Issuer
shall keep or cause to be kept at the principal corporate trust
office of INTERFIRST BANK DALLAS, N.A., Dallas, Texas (the
'Paying Agent/Registrar") books or records of the registration
and transfer of the Certificates of Obligation (the "Registra-
tion 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
Certificate of Obligation to which payments with respect to the
Certificates of Obligation shall be mailed, as herein provided; ~
but it shall be the duty of each registered owner to notify the ~
Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not
be mailed unless such notice has been given. The Issuer shall
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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 Certificate of Obligation may be transferred in the Registration Books only upon presentation and surrender of such
Certificate of Obligation to the Paying Agent/Registrar for
~ transfer of registration and cancellation, together with proper
written instruments of assignment, in form and with guarantee
' of signatures satisfactory to the Paying Agent/Registrar, (i)
evidencing the assignment of the Certificate of Obligation, or
any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and (ii) the right of such
assignee or assignees to have the Certificate of Obligation or
any such portion thereof registered in the name of such
assignee or assignees. Upon the assignment and transfer of any
Certificate of Obligation or any portion thereof, a new
substitute Certificate of Obligation or Certificates of
Obligation shall be issued in conversion and exchange therefor
in the manner herein provided. The Initial Certificate of
Obligation, to the extent of the unpaid or unredeemed principal
balance thereof, may be assigned and transferred by the initial
~ registered owner thereof once only, and to one or more
assignees designated in writing by the initial registered owner
thereof. Al1 Certificates of Obligation issued and delivered
in conversion of and exchange for the Initial Certificate of
Obligation shall be in any denomination or denominations of any
integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Certificate of
Obligation shall have a single stated principal maturity date)
shall be in the form prescribed in the FORM OF SUBSTITUTE
CERTIFICATE OF OBLIGATION set forth in this Ordinance, and
' shall have the characteristics, and may be assigned, trans-
~ ferred, and converted as hereinafter provided. If the Initial
Certificate of Obligation or any portion thereof is assigned
and transferred or converted the Initial Certificate of
Obligation must be surrendered to the Paying Agent/Registrar
for cancellation, and each Certificate of Obligation issued in
exchange for any portion of the Initial Certificate of
Obligation shall have a single stated principal maturity date,
and shall not be payable in installments; and each such
Certificate of Obligation sha11 have a principal maturity date
corresponding to the due date of the installment of principal
or portion thereof for which the substitute Certificate of
Obligation is being exchanged; and each such Certificate of
Obligation shall bear interest at the single rate applicable to
and borne by such installment of principal or portion thereof
for which it is being exchanged. If only a portion of the
Initial Certificate of Obligation is assigned and transferred,
there shall be delivered to and registered in the name of the
initial registered owner substitute Certificates of Obligation
in exchange for the unassigned balance of the Initial
Certificate of Obligation in the same manner as if the initial
registered owner were the assignee thereof. If any Certificate
of Obligation or portion thereof other than the Initial
Certificate of Obligation is assigned and transferred or
converted each Certificate of Obligation issued in exchange
therefor shall have the same principal maturity date and bear
interest at the same rate as the Certificate of Obligation for
which it is exchanged. A form of assignment shall be printed
or endorsed on each Certificate of Obligation, excepting the
Initial Certificate of Obligation, which shall be executed by
the registered owner or its duly authorized attorney or
representative to evidence an assignment thereof. Upon~
surrender of any Certificates of Obligation or any portion or
portions thereof for transfer of registration, an authorized
representative of the Paying Agent/Registrar shall make such
transfer in the Registration Books, and shall deliver a new
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~fully registered substitute Certificate of Obligation or
iCertificates of Obligation, having the characteristics herein
Idescribed, payable to such assignee or assignees (which then
will be the registered owner or owners of such new Certificate
of Obligation or Certificates of Obligation), or to the
previous registered owner in case only a portion of a Certif-
icate of Obligation is being assigned and transferred, all in
conversion of and exchange for said assigned Certificate of ;
Obligation or Certificates of Obligation or any portion or ~
lportions thereof, in the same form and manner, and with the
same effect, as provided in Section 6(d), below, for the
conversion and exchange of Certificates of Obligation by any
registered owner of a Certificate of Obligation. The Issuer
~shall pay the Paying Agent/Registrar's standard or customary
fees and charges for making such transfer and delivery of a
substitute Certificate of Obligation or Certificates of Obliga-
tion, but the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid with respect
thereto. The Paying Agent/Registrar shall not be required to
make transfers of registration of any Certificate of Obligation
or any portion thereof (i) during the period commencing with
the close of business on any Record Date and ending with the
opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Certificate of Obli-
gation or any portion thereof called for redemption prior to
maturity, within 45 days prior to its redemption date.
(b) Ownership of Certificates of Obligation. The entity
in whose name any Certificate of Obligation shall be registered
~in the Registration Books at any time shall be deemed and
treated as the absolute owner thereof for all purposes of this
Ordinance, whether or not such Certificate of Obligation shall
~ be overdue, and the Issuer and the Paying Agent/Registrar shall
1 not be affected by any notice to the contrary; and payment of,
or on account of, the principal of, premium, if any, and inter-
est on any such Certificate of Obligation shall be made only to
j such registered owner. All such payments shall be valid and
I effectual to satisfy and discharge the liability upon such Cer-
~ tificate of Obligation to the extent of the sum or sums so
~ paid.
(c) Payment of Certificates of Obligation and Interest.
The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and
interest on the Certificates of Obligation, and to act as its
agent to convert and exchange or replace Certificates of
Obligation, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to
~ the Certificates of Obligation, and of all conversions and
~ exchanges of Certificates of Obligation, and all replacements
of Certificates of Obligation, as provided in this Ordinance.
However, in the event of a nonpayment of interest on a sched-
uled payment date, and for thirty (30) days thereafter, a new
record date for such interest payment (a "Special Record Date")
~ will be established by the Paying Agent/Registrar, if and when
~ funds for the payment of such interest have been received from
the Issuer. Notice of the past due interest (which shall be 15
i days after the Special Record Date) shall be sent at least five
i(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 Exchan e or Replacement; Authenti-
cation. Each Certificate of Obligation issued and delivered
pursuant to this Ordinance, to the extent of the unpaid or
unredeemed principal balance or principal amount thereof, may,
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upon surrender of such Certificate of Obligation at the
principal corporate trust office of the Paying Agent/Registrar,
together with a written request therefor duly executed by the
registered owner or the assignee or assignees thereof, or its
or their duly authorized attorneys or representatives, with
guarantee of signatures satisfactory to the Paying
~Agent/Registrar, may, at the option of the registered owner or .
jsuch assignee or assignees, as appropriate, be converted into
'and exchanged for fully registered certificates of obligation,
iwithout interest coupons, in the form prescribed in the FORM OF
~SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this
Ordinance, in the denomination of $5,000, or any integral
imultiple of $5,000 (subject to the requirement hereinafter
~stated that each substitute Certificate of Obligation shall
have a single stated maturity date), as requested in writing by
such registered owner or such assignee or assignees, in an
aggregate principal amount equal to the un aid or unre
p deemed
iprincipal balance or principal amount of any Certificate of
~Obligation or Certificates of Obligation so surrendered, and
Ipayable to the appropriate registered owner, assignee, or
1 assignees, as the case may be. If the Initial Certificate of
Obligation is assigned and transferred or converted each
~substitute Certificate of Obligation issued in exchange for any
portion of the Initial Certificate of Obligation shall have a
~single stated principal maturity date, and shall not be payable
lin installments; and each such Certificate of Obligation shall
;have a principal maturity date corresponding to the due date of
;the installment of principal or portion thereof for which the
substitute Certificate of Obligation is being exchanged; and
~each such Certificate of Obligation shall bear interest at the
~single rate applicable to and borne by such installment of
~principal or portion thereof for which it is being exchanged.
~If a portion of any Certificate of Obligation (other than the
~Initial Certificate of Obligation) shall be redeemed prior to
its scheduled maturity as provided herein, a substitute Certi-
~ficate of Obligation or Certificates of Obligation having the
Ssame 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 Certificate of Obligation or portion
thereof (other than the Initial Certificate of Obligation) is
assigned and transferred or converted, each Certificate of
Obligation issued in exchange therefor shall have the same
principal maturity date and bear interest at the same rate as
the Certificate of Obligation for which it is being exchanged.
Each substitute Certificate of Obligation shall bear a letter
and/or number to distinguish it from each other Certificate of
10bligation. The Paying Agent/Registrar shall convert and
exchange or replace Certificates of Obligation as provided
herein, and each fully registered certificate of obligation
~ delivered in conversion of and exchange for or replacement of
~any Certificate of Obligation or portion thereof as permitted
I or required by any provision of this Ordinance shall constitute
one of the Certificates of Obligation for all purposes of this
Ordinance, and may again be converted and exchanged or
replaced. It is specifically provided that any Certificate of
Obligation authenticated in conversion of and exchange for or
replacement of another Certificate of Obligation on or prior to
the first scheduled Record Date for the Initial Certificate of
Obligation shall bear interest from the date of the Initial
Certificate of Obligation, but each substitute Certificate of
Obligation so authenticated after such first scheduled Record
Date shall bear interest from the interest payment date next
preceding the date on which such substitute Certificate of
Obligation was so authenticated, unless such Certificate of
Obligation is authenticated after any Record Date but on or
before the next following interest payment date, in which case
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it shall bear interest from such next following interest
payment date; provided, however, that if at the time of
delivery of any substitute Certificate of Obligation the
interest on the Certificate of Obligation for which it is being
exchanged is due but has not been paid, then such Certificate
!of Obligation shall bear interest from the date to which such
interest has been paid in full. THE INITIAL CERTIFICATE OF
OBLIGATION issued and delivered pursuant to this Ordinance is '
not required to be, and shall not be, authenticated by the ~
Paying Agent/Registrar, but on each substitute Certificate of
'Obligation issued in conversion of and exchange for or replace-
ment of any Certificate of Obligation or Certificates of
Obligation issued under this Ordinance there shall be printed a
certificate, in the form substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation
has been issued under the provisions of the Certificate of
10bligation Ordinance described on the face of this Certificate
'of Obligation; and that this Certificate of Obligation has been
~issued in conversion of and exchange for or replacement of a
ecertificate of obligation, certificates of obligation, or a
portion of a certificate of obligation or certificates of
obligation of an issue which originally was approved by the
IAttorney General of the State of Texas and registered by the
' Comptroller of Public Accounts of the State of Texas.
~
~i
i Paying Agent/Registrar
~
~Dated gy
Authorized Representative"
lAn authorized representative of the Paying Agent/Registrar
Ishall, before the delivery of any such Certificate of
;Obligation, date and manually sign the above Certificate, and
Ino such Certificate of Obligation shall be deemed to be issued
~or outstanding unless such Certificate is so executed. The
jPaying Agent/Registrar promptly shall cancel all Certificates
lof Obligation 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 Certificate of
i0bligation or portion thereof, and the Paying Agent/Registrar
~shall provide for the printing, execution, and delivery of the
~substitute Certificates of Obligation in the manner prescribed
;herein, and said Certificates of Obligation shall be of type
~composition printed on paper with lithographed or steel
aengraved 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 Certificates of Obligation as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the
iexecution of the above Paying Agent/Registrar's Authentication
;Certificate, the converted and exchanged or replaced
~Certificate of Obligation shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the
Initial Certificate of Obligation which originally was issued
pursuant to this Ordinance, approved by the Attorney General,
and registered by the Comptroller of Public Accounts. The
Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for transferring, converting, and
exchanging any Certificate of Obligation or any portion
thereof, but the one requesting any such transfer, conversion,
'and exchange shall pay any taxes or governmental charges
required to be paid with respect thereto as a condition
precedent to the exercise of such privilege of conversion and
~
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exchange. The Paying Agent/Registrar shall not be required to
make any such conversion and exchange or replacement of
Certificates of Obligation or any portion thereof (i) during
the period commencing with the close of business on any Record ~
Date and ending with the opening of business on the next
following principal or interest payment date, or, (ii) with ~
respect to any Certificate of Obligation or portion thereof ;
called for redemption prior to maturity, within 45 days prior ~
to its redemption date.
(e) In General. All Certificates of Obligation issued in
conversion and exchange or replacement of any other Certificate
of Obligation or portion thereof, (i) shall be issued in fully
registered form, without interest coupons, with the principal
of and interest on such Certificates of Obligation to be
payable only to the registered owners thereof, (ii) may be
redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be converted and exchanged
for other Certificates of Obligation, (v) shall have the
characteristics, (vi) shall be signed and sealed, and (vii) the
principal of and interest on the Certificates of Obligation
shall be payable, all as provided, and in the manner required
or indicated, in the FORM OF SUBSTITUTE CERTIFICATE OF
OBLIGATION set forth in this Ordinance. ~
(f) Payment of Fees and Charges. The Issuer hereby
covenants with the registered owners of the Certificates of
Obligation that it will (i) pay the standard or customary fees
and charges of the Paying Agent/Registrar for its services with
respect to the payment of the principal of and interest on the
Certificates of Obligation, when due, and (ii) pay the fees and
charges of the Paying Agent/Registrar for services with respect
to the transfer of registration of Certificates of Obligation,
and with respect to the conversion and exchange of Certificates
of Obligation solely to the extent above provided in this
Ordinance.
(g) Substitute Paying Agent/Registrar. The Issuer
covenants with the registered owners of the Certificates of
Obligation that at all times while the Certificates of Obli-
gation 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 Certificates of Obligation under this
Ordinance, and that the Paying Agent/Registrar will be one
entity. The Issuer reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than
120 days written notice to the Paying Agent/Registrar, to be
effective not later than 60 days prior to the next principal or
interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should
Iresign 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 Certificates of
Obligation, to the new Paying Agent/Registrar designated and
appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to
each registered owner of the Certificates of Obligation, by
United States mail, first-class postage prepaid, which notice
also shall give the address of the new Paying Agent/Registrar.
By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the
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provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
Section 7. FORM OF SUBSTITUTE CERTIFICATES OF OBLIGATION.
The form of all Certificates of Obligation issued in conversion
and exchange or replacement of any other Certificate of
~Obligation or portion thereof, including the form of Paying
Agent/Registrar's Certificate to be printed on each of such
Certificates of Obligation, and the Form of Assignment to be
printed on each of the Certificates of Obligation, shall be,
respectively, substantially as follows, with such appropriate
~variations, omissions, or insertions as are permitted or
required by this Ordinance.
~ FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION
INO. PRINCIPAL
j AMOUNT
1 $
[ UNITED STATES OF AMERICA
~ STATE OF TEXAS
I COUNTY OF LAMAR
~ CITY OF PARIS, TEXAS
COMBINATION TAX & UTILITY SYSTEM REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1984
lINTEREST RATE MATURITY DATE DATE OF ORIG. ISSUE CUSIP N0.
R %
~ ON THE MATURITY DATE specified above, THE CITY OF PARIS
;(the "Issuer"), being a political subdivision of the State of
` Texas, hereby promises to pay to
~ or to the re istered assi nee h
g g ereof (either being hereinafter
~called the "registered owner") the principal amount of
i
land to pay interest thereon from December 15, 1984 to the ma-
iturity date specified above at the interest rate per annum
~specified above with interest being payable on June 15, 1985
; and semiannually on each December 15 and June 15 thereafter;
jexcept that if the date of authentication of this Certificate
of Obligation is later than May 31, 1985, such principal amount
~shall bear interest from the interest payment date next preced-
~ing the date of authentication, unless such date of authentica-
! tion is after any Record Date (hereinafter defined) but on or
lbefore the next following interest payment date, in which case
~ such principal amount shall bear interest from such next
Ifollowing interest payment date.
{
! THE PRINCIPAL OF AND INTEREST ON this Certificate of Obli-
i gation are payable in lawful money of the United States of
~ America, without exchange or collection charges. The principal
of this Certificate of Obligation shall be paid to the regis-
tered owner hereof upon presentation and surrender of this Cer-
tificate of Obligation at maturity or upon the date fixed for
its redemption prior to maturity, at the principal corporate
trust office of INTERFIRST BANK DALLAS, N.A., Dallas, Texas,
~ which is the "Paying Agent/Registrar" for this Certificate of
Obligation. The payment of interest on this Certificate of
~ Obligation shall be made by the Paying Agent/Registrar to the
registered owner hereof on the interest payment date by check
or draft, dated as of such interest payment date, drawn by the
Paying Agent/Registrar on, and payable solely from, funds of
the Issuer required by the Ordinance authorizing the issuance
of the Certificates of Obligation (the "Certificate of Obliga-
tion Ordinance") to be on deposit with the Paying Agent/ Regis-
! trar for such purpose as hereinafter provided; and such check
or draft shall be sent by the Paying Agent/Registrar by United
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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 such date (the "Record Date") on
the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. Any accrued interest due upon the re-
demption of this Certificate of Obligation prior to maturity as
provided herein shall be paid to the registered owner at the
principal corporate trust office of the Paying Agent/Registrar
upon presentation and surrender of this Certificate of Obliga-
tion for redemption and payment at the principal corporate
~trust office of the Paying Agent/Registrar. The Issuer coven-
i ants with the registered owner of this Certificate of Obliga-
tion that on or before each principal payment date, interest
~payment date, and accrued interest payment date for this
Certificate of Obligation, it will make available to the Paying
~Agent/Registrar, from the "Interest and Sinking Fund" created
by the Certificate of Obligation Ordinance, the amounts re-
quired to provide for the payment, in immediately available
funds, of all principal of and interest on the Certificates of
~Obligation, when due.
IF THE DATE for the payment of the principal of or inter-
~est on this Certificate of Obligation shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions
in the city where the Paying Agent/Registar is located are au-
thorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such
a Saturday, Sunday, legal holiday, or day on which banking
~institutions are authorized to close; and payment on such date
~shall have the same force and effect as if made on the original
date payment was due.
THIS CERTIFICATE OF OBLIGATION is one of an issue of
Certificates of Obligation initially dated December 15, 1984,
authorized in accordance with the Constitution and laws of the
State of Texas in the original principal amount of $6,500,000,
for the purpose of paying, in whole or in part, contractual
qobligations for improving and extending the City's combined
lWaterworks and Sewer System, and for paying all or a portion of
~the legal, fiscal and engineering fees in connection with this
~project.
ON DECEMBER 15, 1994, or on any interest payment date
thereafter, the Certificates of Obligation of this Series may
be redeemed prior to their scheduled maturities, at the option
of the Issuer, with funds derived from any available source, as
a whole, or in part, and, if in part, the maturity or maturi-
~ties of Certificates of Obligations and the amounts threof, to
be redeemed shall be selected and designated by the Issur, and
the Issuer shall direct the Paying Agent/Registrar to call by
lot Certificates of Obligation, or portions thereof within such
maturities and in such principal amounts for redemption (pro-
vided that a portion of this Certificate of Obligation may be
redeemed only in an integral multiple of $5,000), at the
redemption price of the principal amount thereof, plus accrued
~interest to the date fixed for prepayment or redemption. At
least 30 days prior to the date fixed for any redemption of
Certificates of Obligation prior to maturity a written notice
of such redemption shall be given by the Issuer to the Paying
~Agent/Registrar, and the Paying Agent/Registrar shall send a
copy of such notice by United States mail, first-class postage
prepaid, not less than 15 days prior to the date fixed for any
such redemption, to the registered owner of each Certificate of
IObligation to be redeemed at its address as it appeared on the
l30th 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
laffect the validity or effectiveness of the proceedings for the
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iredemption of any Certificate of Obligation, and it is hereby
specifically provided that the giving of notice by the Issuer
to the Paying Agent/Registrar as required above shall be the
only notice actually required in connection with or as a
prerequisite to the redemption of any Certificates of Obliga-
~tion. By the date fixed for any such redemption due provision
shall be made with the Paying Agent/Registrar for the payment
lof the required redemption price for the Certificates of ~
~Obligation which are to be so redeemed, plus accrued interest
thereon to the date fixed for redemption. If such written
notice of redemption is given to the Paying Agent/Registrar and
if due provision for such payment is made, all as provided
above, the Certificates of Obligation which are to be so re- ~
deemed thereby automatically shall be treated as redeemed prior
kto their scheduled maturities, and they shall not bear interest ~
after the date fixed for redemption, and they shall not be
jregarded 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 pro-
vided for such payment.
THIS CERTIFICATE OF OBLIGATION OR ANY PORTION OR PORTIONS
HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and
shall be transferred only in the Registration Books of the
Issuer kept by the Paying Agent/Registrar acting in the capa- ~
city of registrar for the Certificates of Obligation, upon the
terms and conditions set forth in the Certificate of Obligation
Ordinance. Among other requirements for such assignment and
transfer, this Certificate of Obligation must be presented and
surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidenc-
Iing assignment of this Certificate of Obligation or any portion
lor portions hereof in any integral multiple of $5,000 to the
!of assignee or assignees in whose name or names this Certificate
Obligation or any such portion or portions hereof is or are
to be transferred and registered. The form of Assignment
printed or endorsed on this Certificate of Obligation shall be
executed by the registered owner or its duly authorized attor-
ney or representative to evidence the assignment hereof. A new
Certificate of Obligation or Certificates of Obligation payable
(to such assignee or assignees (which then will be the new
~registered owner or owners of such new Certificate of Obliga-
~tion or Certificates of Obligation), or to the previous regis-
rtered owner in the case of the assignment and transfer of only
'a portion of this Certificate of Obligation, may be delivered
~by the Paying Agent/Registrar in conversion of and exchange for
~this Certificate of Obligation, all in the form and manner as
provided in the next paragraph hereof for the conversion and
exchange of other Certificates of Obligation. The Issuer shall
pay the Paying Agent/Registrar's standard or customary fees and
charges for making such transfer, but the one requesting such
transfer shall pay any taxes or other governmental charges
Irequired to be paid with respect thereto. The Paying Agent/
Registrar shall not be required to make transfers of regis-
tration of this Certificate of Obligation or any portion hereof
(i) during the period commencing with the close of business on
any Record Date and ending with the opening of business on the
~next following principal or interest payment date, or, (ii)
with respect to any Certificate of Obligation or any portion
thereof called for redemption prior to maturity, within 20 days
prior to its redemption date. The registered owner of this
Certificate of Obligation shall be deemed and treated by the
Issuer and the Paying Agent/Registrar as the absolute owner
hereof for all purposes, including payment and discharge of
liability upon this Certificate of Obligation to the extent of
such payment, and the Issuer and the Paying Agent/Registrar
shall not be affected by any notice to the contrary.
~
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ALL CERTIFICATES OF OBLIGATION OF THIS SERIES are issuable
solely as fully registered certificates of obligation, without
interest coupons, in the denomination of any integral multiple
of $5,000. As provided in the Certificate of Obligation
Ordinance, this Certificate of Obligation, or any unredeemed
portion hereof, may, at the request of the registered owner or
the assignee or assignees hereof, be converted into and ex-
changed for a like aggregate principal amount of fully regis-
tered Certificates of Obligation, 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 Certifi-
cate of Obligation to the Paying Agent/ Registrar for cancella-
tion, all in accordance with the form and procedures set forth
in the Certificate of Obligation Ordinance. The Issuer shall
pay the Paying Agent/Registrar's standard or customary fees and
charges for transferring, converting, and exchanging any
Certificate of Obligation or any portion thereof, but the one
requesting such transfer, conversion, and exchange shall pay
any taxes or governmental charges required to be paid with
~respect thereto as a condition precedent to the exercise of
such privilege of conversion and exchange. The Paying Agent/
~Registrar shall not be required to make any such conversion and
exchange (i) during the period commencing with the close of
business on any Record Date and ending with the opening of
business on the next following principal or interest payment
date, or, (ii) with respect to any Certificate of Obligation or
portion thereof called for redemption prior to maturity, within
20 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certifi-
cates of Obligation is changed by the Issuer, resigns, or
~otherwise ceases to act as such, the Issuer has covenanted in
Ithe Certificate of Obligation Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor,
;and promptly will cause written notice thereof to be mailed to
the registered owners of the Certificates of Obligation.
IT IS HEREBY certified, recited, and covenanted that this
Certificate of Obligation has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and
things required or proper to be performed, exist, and be done
precedent to or in the authorization, issuance, and delivery of
this Certificate of Obligation have been performed, existed,
and been done in accordance with law; that this Certificate of
Obligation is a general obligation of the Issuer, issued on the
lfull faith and credit thereof; and that ad valorem taxes
~sufficient to provide for the payment of the interest on and
principal of this Certificate of Obligation, as such interest
~and principal come due, have been levied and ordered to be
levied against all taxable property in the Issuer, and have
been pledged for such payment, within the limit prescribed by
law, and that this Certificate of Obligation, together with
other obligations of the Issuer, is additionally secured by and
Jpayable from a pledge of the revenues of the Issuer's combined
Waterworks and Sewer System, remaining after payment of all
operation and maintenance expenses thereof, and all debt
service, reserve and other requirements in connection with all
of the Issuer's revenue bonds (now or hereafter outstanding)
which are payable from all or any part of the Net Revenues of
the Issuer's combined Wateworks and Sewer System, constituting
"Surplus Revenues" all as prescribed in the Certificate of
Obligation Ordinance.
BY BECOMING the registered owner of this Certificate of
'Obligation, the registered owner thereby acknowledges all of
16
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the terms and provisions of the Certificate of Obligation
Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Certificate of Obligation Ordinance is
duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and
~agrees that the terms and provisions of this Certificate of
Obligation and the Certificate of Obligation Ordinance
constitute a contract between each registered owner hereof and
the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate
of Obligation to be signed with the facsimile signature of the
Mayor of the Issuer 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 Certificate of Obligation.
xxxxx xxxxx
City Clerk Mayor
CITY SEAL
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate of Obligation is not
accompanied by an executed Registration Certificate of the
Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate of Obligation
has been issued under the provisions of the Certificate of ~
Obligation Ordinance described on the face of this Certificate
of Obligation; and that this Certificate of Obligation has been
issued in conversion of and exchange for or replacement of a
~certificate of obligation, certificates of obligation, or a
portion of a certificate of obligation or certificates of
obligation of an issue which originally was approved by the
Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated Paying Agent/Registrar
By
Authorized Representative
~ FORM OF ASSIGNMENT:
ASSIGNMENT
For value received, the undersigned registered owner of this
Certificate of Obligation, or duly authorized representative or
attorney thereof, hereby assigns $ of this Certificate of
Obligation to
(print or type the name and
address of the assignee and
any other relevant information)
and authorizes the Paying Agent/Registrar to transfer the
registration of this Certificate of Obligation in the Registra-
tion Books.
Dated
Registered Owner
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(Notice: The signature above must correspond with the
name of the Registered Owner as it appears upon the front of
this Certificate of Obligation in every particular, without
alteration or enlargement of any change whatsoever).
Signature Guaranteed:
~
i (Notice: Signature(s) must be guaranteed by a member firm
~of the New York Stock Exchange or a commercial bank or trust
company).
Section S. TAX LEVY. A special Interest and Sinking Fund
(the "Interest and Sinking Fund") is hereby created solely for
the benefit of the Certificates of Obligation, and the Interest
and Sinking Fund shall be established and maintained by the
Issuer at an official depository bank of the Issuer. The
Interest and Sinking Fund shall be kept separate and apart from
all other funds and accounts of the Issuer, and shall be used
only for paying the interest on and principal of the Certifi-
~cates of Obligation. All ad valorem taxes levied and collected
{for and on account of the Certificates of Obligation shall be
~deposited, as collected, to the credit of the Interest and
Sinking Fund. During each year while any of the Certificates
~of Obligation or interest thereon are outstanding and unpaid,
I the governing body of the Issuer shall compute and ascertain a
1rate and amount of ad valorem tax which will be sufficient to
raise and produce the money required to pay the interest on the
Certificates of Obligation as such interest comes due, and to
provide and maintain a sinking fund adequate to pay the princi-
pal of its Certificates of Obligation as such principal matures
(but never less than 2% of the original principal amount of the
Certificates of Obligation as a sinking fund each year); and
said tax shall be based on the latest approved tax rolls of the
Issuer, with full allowance being made for tax delinquencies
and the cost of tax collection. Said rate and amount of ad
valorem tax is hereby levied, and is hereby ordered to be
levied, against all taxable property in the Issuer for each
year while any of the Certificates of Obligation or interest
~thereon are outstanding and unpaid; and said tax shall be
!assessed and collected each such year and deposited to the
i credit of the aforesaid Interest and Sinking Fund. Said ad
Ivalorem taxes sufficient to provide for the payment of the
interest on and principal of the Certificates of Obligation, as
such interest comes due and such principal matures, are hereby
pledged for such payment, within the limit prescribed by law.
Section 9. REVENUES. That said Certificates of Obliga-
tion are additionally secured by and shall be payable from and
secured by the revenues of the Issuer's combined Waterworks and
Sewer System, remaining after payment of all maintenance and
operation expenses thereof, and all debt service, reserve, and
other requirements in connection with all of the Issuer's
~revenue bonds (now or hereafter outstanding) which are payable
from all or any part of the Net Revenues of the City's combined
Waterworks and Sewer System, constituting "Surplus Revenues".
IThe Issuer shall deposit such Surplus Revenues to the credit of
the Interest and Sinking Fund created pursuant to Section 8,
Ito the extent necessary to pay the principal and interest on
the Certificates of Obligation. Notwithstanding the require-
ments of Section 8, if Surplus Revenues are actually on deposit
or budgeted for deposit in the Interest and Sinking Fund in
advance of the time when ad valorem taxes are scheduled to be
ilevied for any year, then the amount of taxes which otherwise
jwould have been required to be levied pursuant to Section 8 may
be reduced to the extent and by the amount of the Surplus
Revenues then on deposit in the Interest and Sinking Fund or
ibudgeted for deposit therein.
18
Section 10. TRANSFER. That the Mayor and the City Clerk
are hereby ordered to do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking
Fund of this issue in ample time to pay such items of principal
and interest.
Section 11. DEFEASANCE OF CERTIFICATES OF OBLIGATION.
(a) Any Certificate of Obligation and the interest thereon
shall be deemed to be paid, retired, and no longer outstanding
(a "Defeased Certificate of Obligation") within the meaning of
this Ordinance, except to the extent provided in subsection (d)
of this Section 11, when payment of the principal of such ~
Certificate of Obligation, plus interest thereon to the due
date (whether such due date be by reason of maturity, upon ~
redemption, or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof
(including the giving of any required notice of redemption, or
1(ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying
Afor such payment (1) lawful money of the United
States of America sufficient to make such payment or (2)
Government Obligations which mature as to principal and
interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to
provide for such payment, and when proper arrangements have
been made by the Issuer with the Paying Agent/Registrar for the
payment of its services until all Defeased Certificates of
Obligation shall have become due and payable. At such time as
a Certificate of Obligation shall be deemed to be a Defeased
Certificate of Obligation hereunder, as aforesaid, such
Certificate of Obligation and the interest thereon shall no
ilonger be secured by, payable from, or entitled to the benefits
~of, the ad valorem taxes herein levied and pledged as provided
'iin this Ordinance, and such principal and interest shall be
Ipayable solely from such money or Government Obligations.
~ (b) Any moneys so deposited with the Paying Agent/Regis-
trar may at the written direction of the Issuer also be in-
vested in Government Obligations, maturing in the amounts and
times as hereinbefore set forth, and all income from such
Government Obligations received by the Paying Agent/Registrar
which is not required for the payment of the Certificates of
Obligation and interest thereon, with respect to which such
money has been so deposited, shall be turned over to the
Issuer, or deposited as directed in writing by the Issuer.
(c) The term "Government Obligations" as used in this
Section, shall mean direct obligations of the United States of
Aincluding obligations the principal of and interest on
~which are unconditionally guaranteed by the United States of
America, which may be United States Treasury obligations such
as its State and Local Government Series, which may be in
book-entry form.
~ (d) Until all Defeased Certificates of Obligation shall
have become due and payable, the Paying Agent/Registrar shall
pthe services of Paying Agent/Registrar for such
jDefeased Certificates of Obligation the same as if they had not
Ibeen defeased, and the Issuer shall make proper arrangements to
jprovide and pay for such services as required by this
'Ordinance.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DE-
STROYED CERTIFICATES OF OBLIGATION. (a) Replacement Certifi-
cates of Obligation. In the event any outstanding Certificate
of Obligation is damaged, mutilated, lost, stolen, or des-
troyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new certificate of obligation of the
same principal amount, maturity, and interest rate, as the
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damaged, mutilated, lost, stolen, or destroyed Certificate of
Obligation, in replacement for such Certificate of Obligation
in the manner hereinafter provided.
(b) Application for Replacement Certificates of Obliga-
tion. Application for replacement of damaged, mutilated, lost,
stolen, or destroyed Certificates of Obligation shall be made
by the registered owner thereof to the Paying Agent/Registrar.
In every case of loss, theft, or destruction of a Certificate
of Obligation, the registered owner applying for a replacement
certificate of obligation shall furnish to the Issuer and to
ithe 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 Certificate of Obligation, the
registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss,
theft, or destruction of such Certificate of Obligation, as the
case may be. In every case of damage or mutilation of a
~Certificate of Obligation, the registered owner shall surrender
~to the Paying Agent/Registrar for cancellation the Certificate
of Obligation so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing
provisions of this Section, in the event any such Certificate
of Obligation shall have matured, and no default has occurred
which is then continuing in the payment of the principal of,
redemption premium, if any, or interest on the Certificate of
Obligation, the Issuer may authorize the payment of the same
(without surrender thereof except in the case of a damaged or
mutilated Certificate of Obligation) instead of issuing a
replacement Certificate of Obligation, provided security or
indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates of
Obligation. Prior to the issuance of any replacement certif-
icate of obligation, the Paying Agent/Registrar shall charge
the registered owner of such Certificate of Obligation with all
~legal, printing, and other expenses in connection therewith.
~Every replacement certificate of obligation issued pursuant to
the provisions of this Section by virtue of the fact that any
Certificate of Obligation is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or
not the lost, stolen, or destroyed Certificate of Obligation
shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally
and proportionately with any and all other Certificates of
Obligation duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates of
Obligation. In accordance with Section 6 of Vernon's Ann. Tex.
Civ. St. Art. 717k-6, this Section 12 of this Ordinance shall
constitute authority for the issuance of any such replacement
certificate of obligation without necessity of further action
by the governing body of the Issuer or any other body or
person, and the duty of the replacement of such certificates of
obligation is hereby authorized and imposed upon the Paying
I Agent/Registrar, and the Paying Agent/Registrar shall authen-
ticate and deliver such Certificates of Obligation in the form
and manner and with the effect, as provided in Section 6(d) of
this Ordinance for Certificates of Obligation issued in
conversion and exchange for other Certificates of Obligation.
Section 13. CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES OF OBLIGATION; BOND COUNSEL'S OPINION, AND CUSIP
NUMBERS. The Mayor of the Issuer is hereby authorized to have
control of the Initial Certificate of Obligation issued
hereunder and all necessary records and proceedings pertaining
to the Initial Certificate of Obligation pending its delivery
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and its investigation, examination, and approval by the ~
Attorney General of the State of Texas, and its registration by ~
the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Initial Certificate of Obligation said
Comptroller of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate on the Initial Certif-
icate of Obligation, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on the Initial Certificate
of Obligation. The approving legal opinion of the Issuer's
Bond Counsel and the assigned CUSIP numbers may, at the option
of the Issuer, be printed on the Initial Certificate of ~
Obligation or on any Certificates of Obligation issued and de-
livered in conversion of and exchange or replacement of any
~Certificate of Obligation, but neither shall have any legal
effect, and shall be solely for the convenience and information
of the registered owners of the Certificates of Obligation.
Section 14. NO ARBITRAGE. The Issuer covenants to and
with the registered owners of the Certificates of Obligation
that it will make no use of the proceeds of the Certificates of
Obligation at any time throughout the term of this issue of
Certificates of Obligation which, if such use had been reason-
ably expected on the date of delivery of the Certificates of
Obligation to and payment for the Certificates of Obligation by
Ithe purchasers, would have caused the Certificates of
10bligation to be arbitrage bonds within the meaning of Section
'103(c) of the Internal Revenue Code of 1954, as amended, or any
iregulations or rulings pertaining thereto; and by this covenant
the Issuer is obligated to comply with the requirements of the
iaforesaid Section 103(c) and all applicable and pertinent
Department of the Treasury regulations relating to arbitrage
bonds. The Issuer further covenants that the proceeds of the
Certificates of Obligation will not otherwise be used directly
or indirectly so as to cause all or any part of the
Certificates of Obligation to be or become arbitrage bonds
~within the meaning of the aforesaid Section 103(c), or any
~regulations or rulings pertaining thereto.
Section 15. EMERGENCY. It is hereby officially found and
determined that a case of emergency or urgent public necessity
exists which requires the holding of the meeting at which this
Ordinance is passed, such emergency or urgent public necessity
being that the proceeds from the sale of the proposed
Certificates of Obligation are required as soon as possible and
without delay for necessary and urgently needed public
improvements; 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. Texas Civ. St.
Article 6252-17.
Section 16. SALE OF INITIAL CERTIFICATE OF OBLIGATION.
The Initial Certif~cate of .,Obli_gation i~, hereby sold and shall
be delivered to r ~ ~
~ G((c~u ~ K.i / ~Glc.4\\)ec:.t_t.4c.~~s_9=;rt_tt, 1~'~'Clct L(/LL~~ Ee,y~
for cash for the par value thereof and accrued interesr thereon
to date of delivery, plus a premium of It - is hereby
officially found, determined, and declared that the Initial
Certificate of Obligation has been sold at public sale to the
~bidder offering the lowest interest cost, after receiving
sealed bids pursuant to an Official Notice of Sale and Official
Statement dated November 15, 1984, prepared and distributed in
connection with the sale of the Initial Certificate of Obliga-
tion. Said Official Notice of Sale and Official Statement, and
any addenda, supplement, or amendment thereto have been and are
hereby approved by the governing body of the Issuer, and their
use in the offer and sale of the Certificates of Obligation is
hereby approved. It is further officially found, determined,
and declared that the statements and representations contained
in said Official Notice of Sale and Official Statement are true
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and correct in all material respects, to the best knowledge and
belief of the governing body of the Issuer.
Section 17. EFFECTIVE DATE. That this Ordinance shall
take effect immediately upon its passage.
PASSED AND ADOPTED this the 27th day o ovember, 1 84.
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k5~ / j Y Ji I ,
City Cl r M yor
A7PPRO VED TO FORM:
CityAttor ey
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