84-087 ORD AUTHORIZING ISSUANCE OF CERTIFICATES OF OBLIGATION
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~ ORDINANCE _tZ`~~
~ AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION
THE STATE OF TEXAS §
COUNTY OF LAMAR §
~ CITY OF PARIS §
i WHEREAS, the City Council deems it advisable to issue
;Certificates of Obligation in the amount of $1,000,000 for the
~purpose of paying, in whole or in part, contractual obligations
for constructing and improving the City's Solid Waste Disposal
~System, to-wit: closure of old municipal land fill area and
tacquisition, construction and improvement of new municipal land
~fill area, and for paying all or a portion of the legal, fiscal
~ and engineering fees in connection with this project; and
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~ 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
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~ WHEREAS, the City Council has heretofore, on the 8th day
iof November, 1984, adopted a resolution authorizing and direct-
~ ing the city clerk to give :,Lotice of intention to issue Certi-
~ ficates of Obligation; an.d
~ WHEREAS, said notice has been dul.y published in The Paris
iNews, which is a newspaper of general circulation in said City,
j in its issues of November 11, 1984 and November 18, 1984; and
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~ WHEREAS, the City received no petition from the qualified
(electors of the City protesting the issuance of such Certifi-
~cates of Obligation.
~ BE I T ORDA I NED BY THE C I TY COUNC I L OF THE C I TY OE PAR I S:
~ 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 $1,000,000, for the purpose of paying, in whole
or in part, contractual obligations for constructing and
~improving the City's Solid Waste Disposal System, to-wit:
jclosure of old municipal land fill area and acquisition,
~construction and improvement of new municipal land fill area,
land for paying all or a portion of the legal, fiscal and
Iengineering fees in connection with this project
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~ 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 SOLID WASTE DISPOSAL SYSTEM REVENUE CERTIFICATE OF
~OBLIGATION, SERIES 1984", and initially there shall be issued,
tsold, and delivered hereunder a single fully registered certi-
~ficate of obligation, without interest coupons, payable in
~installments of principal (the "Initial Certificate of Obliga-
;tion"), but the Initial Certificate of Obligation may be
~assigned and transferred and/or converted into and exchanged
~for a like aggregate principal amount of fully registered
~certificates of obligation, without interest coupons, having
~serial 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 certifi-
~cates of obligation exchanged therefor, as well as all other
{ substitute certificates of obligation and replacement certifi-
~cates of obligation issued pursuant hereto, and the term
~"Certificate of Obligation" shall mean any of the Certificates
~ of Obligation.
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~registered owner of this Certificate of Obligation that on or
;before each principal and/or interest payment date for this
Certificate of Obligation it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created
' by the Certificate of Obligation Ordinance, the amounts re-
quired to provide for the payment, in immediately available
'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 inter-
1 est on this Certificate of Obligation shall be a Saturday, Sun-
[day, 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
p'for such payment shall be the next succeeding day which is not
lssuch 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 has been authorized in
'accordance with the Constitution and laws of the State of Texas
for the purpose of paying, in whole or in part, contractual
obligations for constructing and improving the City's Solid
~ Waste Disposal System, to-wit: closure of old municipal land
i'fill area and acquisition, construction and improvement of new !
municipal land fill area, and for paying all or a portion of ~
° the legal, fiscal and engineering fees in connection with this ~
project
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ON DECEMBER 15, 1989, or on any interest payment date
:thereafter, the Certificate 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
t whole, or in part, and, if in part, the particular portion of
this Certificate of Obligation to be prepaid or redeemed shall !
~;be selected and designated by the Issuer (provided that a por- ~
''.tion of this Certificate of Obligation may be redeemed only in ~
an integral multiple of $5,000), at the prepayment or redemp-
`tion price of the principal amount thereof, plus accrued inter-
I;est to the date fixed for prepayment or redemption. At least ~
20 days prior to the date fixed for any redemption of Certifi- ~
; cates 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 ~
i;such notice by United States mail, first-class postage prepaid, ~
not less than 15 daYs Prior to the date fixed for anY such re- f
demption, to the registered owner of each Certificate of Obli- ;
gation to be redeemed at its address as it appeared on the 20th ~
i~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 i
~.the validity or effectiveness of the proceedings for the re- ~
demption of any Certificate of Obligation, and it is hereby
~ specifically provided that the giving of notice by the Issuer ~
i'to the Paying Agent/Registrar as required above shall be the
; 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 shall ~
be made with the Paying Agent/Registrar for the payment of 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 re- ~
;:demption is given to the Paying Agent/Registrar and if due pro- '
vision for such payment is made, all as provided above, the
j'Certificates of Obligation which are to be so redeemed thereby
f~automatically shall be treated as redeemed prior to their ~
i scheduled maturities, and they shall not bear interest after ~
~ the date fixed for redemption, and they shall not be regarded ~
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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.
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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
3 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 Obligation, upon
the terms and conditions set forth in the Certificate of ~
~ Obligation Ordinance. Among other requirements for such
~ transfer, this Certificate of Obligation must be presented and
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surrendered to the Paying Agent/Registrar for cancellation,
e together with proper instruments of assignment, in form and
~ with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment by the initial regis-
1° tered owner of this Certificate of Obligation, or any portion
a or portions hereof in any integral multiple of $5,000, to the
~ assignee or assignees in whose name or names this Certificate
` of Obligation or any such portion or portions hereof is or are
to be transferred and registered. Any instrument or instru-
ments of assignment satisfactory to the Paying Agent/Registrar
~ may be used to evidence the assignment of this Certificate of
t 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
' the Paying Agent/Registrar shall not be affected by any notice
to the contrary.
AS PROVIDED above and in the Certificate of Obligation
;,Ordinance, this Certificate of Obligation, to the extent of the
~ unpaid or unredeemed principal balance hereof, may be converted
into and exchanged for a like aggregate principal amount of
`fully registered certificates of obligation, without interest
coupons, payable to the assignee or assignees duly designated
? in writing by the initial registered owner hereof, or to the
initial registered owner as to any portion of this Certificate
of Obligation which is not being assigned and transferred by
the initial registered owner, in any denomination or
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~ denominations in any integral multiple of $5,000 (subject to
4 the requirement hereinafter stated that each substitute
E certificate of obligation issued in exchange for any portion of
~ this Certificate of Obligation shall have a single stated
[principal maturity date), upon surrender of this Certificate of
Obligation to the Paying Agent/Registrar for cancellation, all
in accordance with the form and procedures set forth in the
Certificate of Obligation Ordinance. If this Certificate of
t,Obligation or any portion hereof is assigned and transferred or
I=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
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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
sFand 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 ~
j;obligation shall be payable in installments, but shall have ~
i'only one stated principal maturity date. AS PROVIDED IN THE a
~:CERTIFICATE OF OBLIGATION O~tDINANCE, THIS CERTIFICATE OF ~
~'OBLIGATION IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED ~
~ OR CONVERTED ONCE ONLY, and to one or more assignees, but the
,certificates of obligation issued and delivered in exchange for
J'this Certificate of Obligation or any portion hereof may be
~assigned, transferred and converted, subsequently, as provided ~
in the Certificate of Obligation Ordinance. The Issuer shall F
;pay the Paying Agent/Registrar's standard or customary fees and ~
1:charges for transferring, converting, and exchanging this
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~'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
6respect thereto. The Paying Agent/Registrar shall not be ~
~required to make any such assignment, conversion, or exchange ~
E'(i) during the period commencing with the close of business on
kany Record Date and ending with the opening of business on the ~
;!next following principal or interest payment date, or, (ii)
1;with respect to any Certificate of Obligation or portion E
~'.thereof called for prepayment or redemption prior to maturity, i
t! within 20 days prior to its prepayment or redemption date. e
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~ 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
jappoint 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
iCertificate of Obligation has been duly and validly authorized,
issued, sold, and delivered; that a11 acts, conditions, and
things required or proper to be performed, exist, and be done
lprecedent to or in the authorization, issuance, and delivery of
I 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 sanita-
tion fees, remaining after payment of all operation and main-
i'tenance 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 a11 or any part of the Net Revenues of the Issuer's Solid
[Waste Disposal System, constituting "Surplus Revenues" all as
,prescribed in the Certificate of Obligation Ordinance.
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? 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, ~
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, acknowledges that the Certificate of Obligation Ordinance is
sduly 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
a Obligation and the Certificate of Obligation Ordinance
constitute a contract between the registered owner hereof and
the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate
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~ 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. ~
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xxxxx xxxxx
~i City Clerk Mayor
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C I TY SEAL
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
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~ I hereby certify that this Certificate of Obligation has
~ been examined, certified as to validity, and approved by the
;s'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
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Witness my signature and seal this
xxxxxxxx
Comptroller of Public Accounts
of the State of Texas
? (COMPTROLLER'S SEAL)
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Section 6. ADDITIONAL CHARACTERISTICS OF THE CERTIFICATES
I'OF OBLIGATION. Registration and Transfer. (a) The Issuer
F'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
i Agent/Registrar may prescribe; and the Paying Agent/Registrar
; shall make such transfers and registrations as herein provided. ~
i.The Paying Agent/Registrar shall obtain and record in the ~
` Registration Books the address of the registered owner of each ~
j 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
t'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
i business hours of the Paying Agent/Registrar, but otherwise the
F Paying Agent/Registrar shall keep the Registration Books
~ confidential and, unless otherwise required by law, shall not
f permit their inspection by any other entity. Registration of l
~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
s transfer of registration and cancellation, together with proper
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Iwritten instruments of assignment, in form and with guarantee
of signatures satisfactory to the Paying Agent/Registrar, (i)
vevidencing the assignment of the Certificate of Obligation, or
i;any portion thereof in any integral multiple of $5,000, to the
,lassignee 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
a.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 ~
I'Obligation, to the extent of the unpaid or unredeemed principal
s,balance thereof, may be assigned and transferred by the initial
iregistered owner thereof once only, and to one or more
lassignees designated in writing by the initial registered owner
thereof. Al1 Certificates of Obligation issued and delivered
iin 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),
J:shall be in the form prescribed in the FORM OF SUBSTITUTE
y'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
iCertificate of Obligation or any portion thereof is assigned
1;and transferred or converted the Initial Certificate of
~;Obligation must be surrendered to the Paying Agent/Registrar
ifor cancellation, and each Certificate of Obligation issued in
,exchange for any portion of the Initial Certificate of
a;Obligation shall have a single stated principal maturity date,
~and shall not be payable in installments; and each such
~Certificate of Obligation shall have a principal maturity date
?corresponding to the due date of the installment of principal
?or portion thereof for which the substitute Certificate of
iObligation is being exchanged; and each such Certificate of ~
zObligation 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
1 Initial Certificate of Obligation is assigned and transferred,
4 there shall be delivered to and registered in the name of the
~initial registered owner substitute Certificates of Obligation
kin exchange for the unassigned balance of the Initial
Certificate of Obligation in the same manner as if the initial
i registered owner were the assignee thereof. If any Certificate
1of Obligation or portion thereof other than the Initial
I;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
i'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
1 fully registered substitute Certificate of Obligation or
Certificates of Obligation, having the characteristics herein
~ described, payable to such assignee or assignees (which then
; will be the registered owner or owners of such new Certificate
of 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 ~
I conversion of and exchange for said assigned Certificate of
1 Obligation or Certificates of Obligation or any portion or
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portions thereof, in the same form and manner, and with the
? same effect, as provided in Section 6(d), below, for the
conversion and exchange of Certificates of Obligation by any
: registered owner of a Certificate of Obligation. The Issuer
; shall pay the Paying Agent/Registrar's standard or customary
, fees and charges for making such transfer and delivery of a 1
substitute Certificate of Obligation or Certificates of Obliga-
~ tion, but the one requesting such transfer shall pay any taxes ~
s 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. °y
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' (b) Ownership of Certificates of Obligation. The entity ~
in whose name any Certificate of Obligation shall_be registered
in the Registration Books at any time shall be deemed and
~ treated as the absolute owner thereof for all purposes of this
~ Ordinance, whether or not such Certificate of Obligation shall ~
; be overdue, and the Issuer and the Paying Agent/Registrar shall ~
' not be affected by any notice to the contrary; and payment of, ~
: or on account of, the principal of, premium, if any, and inter-
; est on any such Certificate of Obligation shall be made only to ~
; such registered owner. All such payments shall be valid and ~
effectual to satisfy and discharge the liability upon such Cer-
I tificate of Obligation to the extent of the sum or sums so
paid.
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t (c) Payment of Certificates of Obligation and Interest.
~ The Issuer hereby further appoints the Paying Agent/Registrar M
; 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
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` Obligation, all as provided in this Ordinance. The Paying
~ Agent/Registrar shall keep proper records of all payments made
E by the Issuer and the Paying Agent/Registrar with respect to
the Certificates of Obligation, and of all conversions and
s` exchanges of Certificates of Obligation, and all replacements f
of Certificates of Obligation, as provided in this Ordinance. I
However, in the event of a nonpayment of interest on a sched- j
1 uled payment date, and for thirty (30) days thereafter, a new
p 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 !
; days after the Special Record Date) shall be sent at least five f
;(5) business days prior to the Special Record Date by United
l' 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; 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,
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 3
° 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 certificates of obligation,
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.without 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
;multiple of $5,000 (subject to the requirement hereinafter
stated that each substitute Certificate of Obligation shall
~'have a single stated maturity date), as requested in writing by ;
isuch registered owner or such assignee or assignees, in an
(aggregate principal amount equal to the unpaid or unredeemed
Pprincipal balance or principal amount of any Certificate of
~!Obligation or Certificates of Obligation so surrendered, and
payable to the appropriate registered owner, assignee, or
3assignees, as the case may be. If the Initial Certificate of
j"Obligation is assigned and transferred or converted each
fsubstitute Certificate of Obligation issued in exchange for any
Lportion of the Initial Certificate of Obligation shall have a
1!single stated principal maturity date, and shall not be payable
~`in installments; and each such Certificate of Obligation shall
j;have a principal maturity date corresponding to the due date of
j',the installment of principal or portion thereof for which the
s°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
1;,principal or portion thereof for which it is being exchanged.
='If a portion of any Certificate of Obligation (other than the I
°Initial Certificate of Obligation) shall be redeemed prior to r
fits scheduled maturity as provided herein, a substitute Certi-
I'ficate of Obligation or Certificates of Obligation having the i
Psame maturity date, bearing interest at the same rate, in the !
Idenomination or denominations of any integral multiple of f
?;$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
i;cancellation. If any Certificate of Obligation or portion
s'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
1;the Certificate of Obligation for which it is being exchanged.
1 ;Each substitute Certificate of Obligation shall bear a letter
?and/or number to distinguish it from each other Certificate of
!Obligation. The Paying Agent/Registrar shall convert and
j;exchange or replace Certificates of Obligation as provided
~`'herein, and each fully registered certificate of obligation
~delivered in conversion of and exchange for or replacement of
any Certificate of Obligation or portion thereof as permitted
,or required by any provision of this Ordinance shall constitute
'one of the Certificates of Obligation for all purposes of this
„Ordinance, and may again be converted and exchanged or
replaced. It is specifically provided that any Certificate of
~Obligation authenticated in conversion of and exchange for or
i replacement of another Certificate of Obligation on or prior to
1 the first scheduled Record Date for the Initial Certificate of
f',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
l`Obligation is authenticated after any Record Date but on or
I before the next following interest payment date, in which case
~,it shall bear interest from such next following interest
lpayment 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
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Paying Agent/Registrar, but on each substitute Certificate of
0bligation 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 '
i ~
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
iobligation 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. ~
~ j
9
3 Paying Agent/Registrar ~
= Dated By ~
~ Authorized Representative" j
t ~
±:An authorized representative of the Paying Agent/Registrar
j shall, before the delivery of any such Certificate of ~
~ Obligation, date and manually sign the above Certificate, and ~
; no such Certificate of Obligation shall be deemed to be issued
! or outstanding unless such Certificate is so executed. The
; Paying Agent/Registrar promptly shall cancel all Certificates
; of Obligation surrendered for conversion and exchange or ~
i replacement. No additional ordinances, orders, or resolutions
6 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 ~
I Obligation or portion thereof, and the Paying Agent/Registrar
; shall provide for the printing, execution, and delivery of the
% substitute Certificates of Obligation in the manner prescribed f
;'herein, and said Certificates of Obligation shall be of type
,'composition printed on paper with lithographed or steel
engraved borders of customary weight and strength. Pursuant to
~ 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
execution of the above Paying Agent/Registrar's Authentication
~ Certificate, the converted and exchanged or replaced
~ Certificate of Obligation shall be valid, incontestable, and
~ enforceable in the same manner and with the same effect as the
'Initial Certificate of Obligation which originally was issued
pursuant to this Ordinance, approved by the Attorney General,
~tland registered by the Comptroller of Public Accounts. The
Issuer shall pay the Paying Agent/Registrar's standard or ~
customary fees and charges for transferring, converting, and
~ exchanging any Certificate of Obligation or any portion ~
thereof, but the one requesting any such transfer, conversion,
;and exchange shall pay any taxes or governmental charges
required to be paid with respect thereto as a condition
precedent to the exercise of such privilege of conversion and
exchange. The Paying Agent/Registrar shall not be required to
dImake 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.
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(e) In General. All Certificates of Obligation issued in
~ conversion and exchange or replacement of any other Certificate
~iof 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 s
~ transferred and assigned, (iv) may be converted and exchanged ~
9':for other Certificates of Obligation, (v) shall have the
i:characteristics, (vi) shall be signed and sealed, and (vii) the ~
IIprincipal 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 i
a: OBLIGATION set forth in this Ordinance.
a
g; (f) Payment of Fees and Charges. The Issuer hereby
i.covenants with the registered owners of the Certificates of ~
~ Obligation that it will (i) pay the standard or customary fees
Jjand 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
i,charges of the Paying Agent/Registrar for services with respect
~ to the transfer of registration of Certificates of Obligation,
i and with respect to the conversion and exchange of Certificates
of Obligation solely to the extent above provided in this ~
I' 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
j:120 days written notice to the Paying Agent/Registrar, to be
I!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 Certificates of ~
~ Obligation, to the new Paying Agent/Registrar designated and
( appointed by the Issuer. Upon any change in the Paying
s'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 provi-
~ sions of this Ordinance, and a certified copy of this Ordinance
~ shall be delivered to each Paying Agent/Registrar. 3
Section 7. FORM OF SUBSTITUTE CERTIFICATES OF OBLIGATION.
The form of all Certificates of Obligation issued in conversion
~s 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
s printed on each of the Certificates of Obligation, shall be,
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respectively, substantially as follows, with such appropriate
' variations, omissions, or insertions as are permitted or
requi red by thi s Ordinance.
~i FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION
~
NO. PRINCIPAL
~ AMOUNT
$
UNITED STATES OF AMERICA
; STATE OF TEXAS
§ COUNTY OF LAMAR
CITY OF PARIS, TEXAS
~ COMBINATION TAX & SOLID WASTE DISPOSAL SYSTEM REVENUE
~ CERTIFICATE OF OBLIGATION
SERIES 1984
~ INTEREST 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 registered assignee hereof (either being hereinafter
i; called the "registered owner" ) the principal amount of
!
and to pay interest thereon from December 15, 1984 to the ma-
turity 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;
except that if the date of authentication of this Certificate
of Obligation is later than May 31, 1985, such principal amount
k 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
before the next following interest payment date, in which case ~
; such principal amount shall bear interest from such next
~ following interest payment date. ~
~
! THE PRINCIPAL OF AND INTEREST ON this Certificate of Obli-
e 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,
3 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
i 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 '
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 ~
e principal corporate trust office of the Paying Agent/Registrar
~ upon presentation and surrender of this Certificate of r
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~;,Obligation for redemption and payment at the principal
corporate trust office of the Paying Agent/Registrar. The
'Issuer covenants with the registered owner of this Certificate
'.of Obligation that on or before each principal payment date,
'interest payment date, and accrued interest payment date for
this Certificate of Obligation, it will make available to the
;Paying Agent/Registrar, from the "Interest and Sinking Fund"
;created by the Certificate of Obligation Ordinance, the amounts ~
j required to provide for the payment, in immediately available
`funds, of all principal of and interest on the Certificates of ~
Obligation, when due.
~ IF THE DATE for the payment of the principal of or inter-
1!est on this Certificate of Obligation shall be a Saturday,
I'Sunday, a legal holiday, or a day on which banking institutions ~
;iin the city where the Paying Agent/Registar is located are au- "
g!thorized by law or executive order to close, then the date for
isuch payment shall be the next succeeding day which is not such
a Saturday, Sunday, legal holiday, or day on which banking
g institutions are authorized to close; and payment on such date
3 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 $1,000,000,
~for the purpose of paying, in whole or in part, contractual
~ obligations for constructing and improving the City's Solid
; Waste Disposal System, to-wit: closure of old municipal land
fill area and acquisition, construction and improvement of new
municipal land fill area, and for paying all or a portion of
j{the legal, fiscal and engineering fees in connection with this
~ pro j ect
ON DECEMBER 15, 1989, 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
j maturities 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
o'within such maturities and in such principal amounts for
redemption (provided that a portion of this Certificate of
Obligation may be redeemed only in an integral multiple of
~$5,000), at the redemption price of the principal amount
? 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/Reg- ~
istrar 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 Obligation to be redeemed at its address as
sit appeared on the 30th day prior to such redemption date;
'provided, however, that the failure to send, mail, or receive
such notice, or any defect therein or in the sending or mailing
'thereof, shall not affect the validity or effectiveness of the ~
~ proceedings for the redemption of any Certificate of Obliga-
~ tion, 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 Obligation. By the date fixed for any such redemption due
;provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Certificates ~
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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/Reg- ~
istrar and if due provision for such payment is made, all as
j provided above, the Certificates of Obligation which are to be '
9 so redeemed thereby automatically sha11 be treated as redeemed ~
a 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.
i
i' 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 f
! Issuer kept by the Paying Agent/Registrar acting in the capa-
city of registrar for the Certificates of Obligation, upon the
aiterms and conditions set forth in the Certificate of Obligation
Ordinance. Among other requirements for such assignment and
a 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-
; ing assignment of this Certificate of Obligation or any portion ~
~ or portions hereof in any integral multiple of $5,000 to the
i assignee or assignees in whose name or names this Certificate
of Obligation or any such portion or portions hereof is or are
; to be transferred and registered. The form of Assignment
printed or endorsed on this Certificate of Obligation shall be
n executed by the registered owner or its duly authorized attor-
3 ney or representative to evidence the assignment hereof. A new
; Certificate of Obligation or Certificates of Obligation payable ~
;Jto 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-
; tered 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 ~
1'pay the Paying Agent/Registrar's standard or customary fees and ~
1 charges for making such transfer, but the one requesting such ~
iitransfer shall pay any taxes or other governmental charges ~
;';required to be paid with respect thereto. The Paying Agent/ a
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 ~
q;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
1' shall not be affected by any notice to the contrary. ~
~ ALL CERTIFICATES OF OBLIGATION OF THIS SERIES are issuable
~ysolely as fully registered certificates of obligation, without ~
l±interest coupons, in the denomination of any integral multiple ~
l;of $5,000. As provided in the Certificate of Obligation
~!Ordinance, this Certificate of Obligation, or any unredeemed
l;portion hereof, may, at the request of the registered owner or
i3the assignee or assignees hereof, be converted into and ex-
~changed for a like aggregate principal amount of fully
~
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~kregistered 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 denomina-
tion or denominations in any integral multiple of $5,000 as
~,requested in writing by the appropriate registered owner,
iassignee, or assignees, as the case may be, upon surrender of
!this Certificate of Obligation to the Paying Agent/ Registrar
i,for cancellation, all in accordance with the form and pro-
~cedures set forth in the Certificate of Obligation Ordinance.
I`The Issuer shall pay the Paying Agent/Registrar's standard or
icustomary 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 a
~1to be paid with respect thereto as a condition precedent to the
;'exercise of such privilege of conversion and exchange. The
s`paying Agent/ Registrar shall not be required to make any such ~
;conversion and exchange (i) during the period commencing with
1`,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 ~
I'maturity, within 20 days prior to its redemption date. ~
~ IN THE EVENT any Paying Agent/Registrar for the Certifi-
i~~cates of Obligation is changed by the Issuer, resigns, or
1:otherwise ceases to act as such, the Issuer has covenanted in
the Certificate of Obligation Ordinance that it promptly will
~;appoint a competent and legally qualified substitute therefor,
~-'-and promptly will cause written notice thereof to be mailed to
the registered owners of the Certificates of Obligation.
IT IS HEREBY certified, recited, and covenanted that this
of Obligation has been duly and validly authorized,
;1,,Certificate
issued, sold, and delivered; that all acts, conditions, and
j;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
ilfull Obligation is a general obligation of the Issuer, issued on the
faith and credit thereof; and that ad valorem taxes
9;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
ftlaw, and that this Certificate of Obligation, together with
other obligations of the Issuer, is additionally secured by and
f'payable from a pledge of the revenues of the Issuer's sanita-
tion fees, remaining after payment of all operation and main-
tenance 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 Solid
~Waste Disposal System, constituting "Surplus Revenues" all as ~
prescribed in the Certificate of Obligation Ordinance.
3~ BY BECOMING the registered owner of this Certificate of
"Obligation, the registered owner thereby acknowledges all of
the terms and provisions of the Certificate of Obligation
~Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Certificate of Obligation Ordinance is
[duly recorded and available for inspection in the official
I;minutes and records of the governing body of the Issuer, and
j agrees that the terms and provisions of this Certificate of
l'Obligation and the Certificate of Obligation Ordinance
constitute a contract between each registered owner hereof and
the Issuer.
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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
ti
; 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. ;
i
XXXXX XXXXX
City Clerk Mayor
~ CITY SEAL
i
~
y; FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
f
$ (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:
4 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
(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:
~
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^ (Notice: Signature(s) must be guaranteed by a member firm
iof the New York Stock Exchange or a commercial bank or trust
r 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
aInterest and Sinking Fund shall be kept separate and apart from
' all other funds and accounts of the I ssuer, and shall be used
only for paying the interest on and principal of the Certifi-
1.;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,
N;the governing body of the Issuer shall compute and ascertain a
" rate and amount of ad valorem tax which will be sufficient to
raise and produce the money required to pay the interest on the
~ Certificates of Obligation as such interest comes due, and to
';provide and maintain a sinking fund adequate to pay the 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
s`Issuer, with full allowance being made for tax delinquencies
and the cost of tax collection. Said rate and amount of ad
a 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
s; credit of the aforesaid Interest and Sinking Fund. Said ad
valorem taxes sufficient to provide for the payment of the
interest on and principal of the Certificates of Obligation, as
; such interest comes due and such principal matures, are hereby
; pledged for such payment, within the limit prescribed by law.
Section 9. REVENUES. That said Certificates of Obliga-
q' tion are additionally secured by and shall be payable from and
secured by the revenues of the Issuer's Solid Waste Disposal
' System, being the revenues received from the collection of the
City's sanitation fees, remaining after payment of all mainten- ~
ance and operation expenses thereof, and all debt service,
j; reserve, and other requirements in connection with all of the
Issuer's revenue bonds (now or hereafter outstanding) which are
g~ payable from all or any part of the Net Revenues of the City's
~ Solid Waste Disposal System, constituting "Surplus Revenues".
The Issuer shall deposit such Surplus Revenues to the credit of
the Interest and Sinking Fund created pursuant to Section 8,
to the extent necessary to pay the principal and interest on
a the Certificates of Obligation. Notwithstanding the require-
ments of Section 8, if Surplus Revenues are actually on deposit
j or budgeted for deposit in the Interest and Sinking Fund in
advance of the time when ad valorem taxes are scheduled to be
levied for any year, then the amount of taxes which otherwise
would have been required to be levied pursuant to Section 8 may
be reduced to the extent and by the amount of the Surplus
Revenues then on deposit in the Interest and Sinking Fund or
budgeted for deposit therein.
}i 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.
~
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i 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
J+this Ordinance, except to the extent provided in subsection (d)
f;of this Section 11, when payment of the principal of such
Certificate of Obligation, plus interest thereon to the due ~
Vdate (whether such due date be by reason of maturity, upon ,
s:-redemption, or otherwise) either (i) shall have been made or I
caused to be made in accordance with the terms thereof
f~(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 reinvestment, of sufficient money to
I 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
9i Obligation shall have become due and payable. At such time as
i'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
longer be secured by, payable from, or entitled to the benefits
i~of, the ad valorem taxes herein levied and pledged as provided
l in this Ordinance, and such principal and interest shall be
payable solely from such money or Government Obligations. g
(b) Any moneys so deposited with the Paying Agent/Regis-
trar may at the written direction of the Issuer also be in-
J~vested in Government Obligations, maturing in the amounts and
d!times as hereinbefore set forth, and all income from such ~
PGovernment Obligations received by the Paying Agent/Registrar ;
;'which is not required for the payment of the Certificates of I
~ Obligation and interest thereon, with respect to which such i
} 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
i:which are unconditionally guaranteed by the United States of ~
;;America, which may be United States Treasury obligations such
E!as its State and Local Government Series, which may be in ~
l°book-entry form.
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(d) Until all Defeased Certificates of Obligation shall
~;have become due and payable, the Paying Agent/Registrar shall
,perform the services of Paying Agent/Registrar for such I
~iDefeased Certificates of Obligation the same as if they had not ~
'been defeased, and the Issuer shall make proper arrangements to ~
~jprovide and pay for such services as required by this
Ordinance . ~
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Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DE-
STROYED CERTIEICATES OF OBLIGATION. (a) Replacement Certifi-
i:cates of Obligation. In the event any outstanding Certificate
of Obligation is damaged, mutilated, lost, stolen, or des-
?itroyed, the Paying Agent/Registrar shall cause to be printed,
5;executed, and delivered, a new certificate of obligation of the
same principal amount, maturity, and interest rate, as the
;;damaged, mutilated, lost, stolen, or destroyed Certificate of
~IObligation, in replacement for such Certificate of Obligation
i: in the manner hereinafter provided.
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( (b) Application for Replacement Certificates of Obliga-
!,tion. Application for replacement of damaged, mutilated, lost,
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;stolen, or destroyed Certificates of Obligation shall be made
"iby the registered owner thereof to the Paying Agent/Registrar.
i: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
B?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,
~or destruction of a Certificate of Obligation, the
iIregistered owner shall furnish to the Issuer and to the Paying
9'Agent/Registrar evidence to their satisfaction of the loss, ~
j;theft, or destruction of such Certificate of Obligation, as the r
11;case may be. In every case of damage or mutilation of a
fCertificate of Obligation, the registered owner sha11 surrender
l~to the Paying Agent/Registrar for cancellation the Certificate
~;of Obligation so damaged or mutilated.
i; (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
I=which is then continuing in the payment of the principal of,
~,redemption premium, if any, or interest on the Certificate of
3iObligation, the Issuer may authorize the payment of the same
!(without surrender thereof except in the case of a damaged or
Vmutilated 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
1;legal, printing, and other expenses in connection therewith. ~
I'.Every replacement certificate of obligation issued pursuant to
;the provisions of this Section by virtue of the fact that any
i!Certificate of Obligation is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or
snot the lost, stolen, or destroyed Certificate of Obligation
~:shall be found at any time, or be enforceable by anyone, and
1;shall be entitled to all the benefits of this Ordinance egually ~
'and proportionately with any and all other Certificates of
[Obligation duly issued under this Ordinance.
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(e) Authority for Issuing Replacement Certificates of
110bligation. 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
1 by the governing body of the Issuer or any other body or
Yperson, and the duty of the replacement of such certificates of
gobligation is hereby authorized and imposed upon the Paying
1Agent/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
i`this Ordinance for Certificates of Obligation issued in
conversion and exchange for other Certificates of Obligation.
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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
~rcontrol of the Initial Certificate of Obligation issued
hereunder and all necessary records and proceedings pertaining
~'to the Initial Certificate of Obligation pending its delivery
~;and its investigation, examination, and approval by the
!Attorney General of the State of Texas, and its registration by
~;the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Initial Certificate of Obligation said
6!Comptroller of Public Accounts (or a deputy designated in
lwriting to act for said Comptroller) shall manually sign the
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~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 sha11 have any legal
~ effect, and shall be solely for the convenience and information
± of the registered owners of the Certificates of Obligation.
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~ Section 14. NO ARBITRAGE. The Issuer covenants to and
a 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
~ the purchasers, would have caused the Certificates of
' Obligation to be arbitrage bonds within the meaning of Section
103(c) of the Internal Revenue Code of 1954, as amended, or any
regulations or rulings pertaining thereto; and by this covenant
the Issuer is obligated to comply with the requirements of the
~ aforesaid Section 103(c) and a11 applicable and pertinent
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Department of the Treasury regulations relating to arbitrage
i bonds. The Issuer further covenants that the proceeds of the
a 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.
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~ 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
I 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.
j Section 16. SALE OF INITIAL CERTIFICATE OF OBLIGATION.
j The Initial Certificate of Obligation is hereby sold and shall
; be delivered to Liberty National Bank and Rauscher Pierce
6 Refsnes, Inc. for cash for the par value thereof and accrued
! interest thereon to date of delivery, plus a premium of $153.50
t 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
i and Official Statement dated November 15, 1984, prepared and
o distributed in connection with the sale of the Initial Certifi-
; cate of Obligation. Said Official Notice of Sale and Official
! Statement, and any addenda, supplement, or amendment thereto
i have been and are hereby approved by the governing body of the
i 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 repre-
! sentations contained in said Official Notice of Sale and
` Official Statement are true and correct in all material re-
~ spects, to the best knowledge and belief of the governing body
j of the Issuer.
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~ Section 17. EFFECTIVE DATE. That this Ordinance shall
;take effect immediately upon its passage.
PAS ED D ADOPTED this the 27th day of November, 1984.
3Cit ler M yor
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