HomeMy WebLinkAbout1000 04-25-1989ORDINANCE NO.
AN ORDINANCE authorizing the issuance of "CITY OF
EULESS, TEXAS, TAX AND WATERWORKS AND SEWER
SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1989 "; specifying the terms
and features of said certificates; providing for
the payment of said certificates of obligation
by the levy of an ad valorem tax upon all
taxable property within the City and a limited
pledge of the net revenues from the operation of
the City's Waterworks and Sanitary Sewer System;
and resolving other matters incident and
relating to the issuance, payment, security,
sale and delivery of said Certificates,
including the approval and distribution of an
Official Statement pertaining thereto; and
declaring an emergency.
WHEREAS, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$1,500,000 for the purpose of paying contractual obligations to
be incurred for (i) constructing street improvements to Highway
10 and other street improvements, including drainage incidental
thereto and the acquisition of rights -of -way therefor, and (ii)
professional services, has been duly published in Mid Cities
Daily News, a newspaper hereby found and determined to be of
general circulation in the City of Euless, Texas, on April 9,
1989 and April 16, 1989, the date of the first publication of
such notice being not less than fifteen (15) days prior to the
tentative date stated therein for the passage of the ordinance
authorizing the issuance of such certificates; and
WHEREAS, no petition protesting the issuance of the
certificates of obligation described in the aforesaid notice,
signed by at least 5% of the qualified electors of the City,
has been presented to or filed with the City Secretary on or
prior to the date of the passage of this ordinance; and
WHEREAS, the Council hereby finds and determines that all
of the certificates of obligation described in such notice
should be issued and sold at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS,
TEXAS:
SECTION 1: Authorization, Designation, Principal
Amount, Purpose. Certificates of obligation of the City shall
be and are hereby authorized to be issued in the aggregate
principal amount of $1,500,000, to be designated and bear the
title "CITY OF EULESS, TEXAS, TAX AND WATERWORKS AND SEWER
SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION,
SERIES 1989" (hereinafter referred to as the "Certificates "),
for the purpose of paying contractual obligations to be
incurred for (i) constructing street improvements to Highway 10
and other street improvements, including drainage incidental
thereto and the acquisition of rights -of -way therefor, and (ii)
professional services, pursuant to authority conferred by and
in_ conformity with the Constitution and laws of the State of
Texas, including V.T.C.S., Local Government Code, Subchapter C
of Chapter 271, as amended.
SECTION 2: Fully Registered Obligations - Authorized
Denominations - Stated Maturities -Date. The Certificates are
issuable in fully registered form only; shall be dated May 1,
1989 (the "Certificate Date ") and shall be in denominations of
$5,000 or any integral multiple thereof (within a Stated
Maturity) and the Certificates shall become due and payable on
March 1 in each of the years and in principal amounts (the
"Stated Maturities ") in accordance with the following schedule:
Year of
Principal
Interest
Stated Maturity
Amount
Rate
1991
$ 50,000
%
1992
50,000
%
1993
50,000
r%
1994
50,000
%
1995
50,000
%
1996
75,000
1997
75,000
_%
%
1998
75,000
%
1999
75,000
%
2000
100,000
%
2001
100,000
%
2002
100,000
%
2003
125,000
%
2004
125,000
%
2005
125,000
%
2006
125,000
%
2007
150,000
%
The Certificates shall bear interest on the unpaid
principal amounts from the Certificate Date at the rate per
annum shown above in this Section (calculated on the basis of a
360 -day year of twelve 30 -day months). Interest on the
Certificates shall be payable on March 1 and September 1 of
each year, commencing March 1, 1990.
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SECTION 3: Terms of Payment - Paying Agent /Registrar.
The principal of, premium, if any, and the interest on the
Certificates, due and payable by reason of maturity,
redemption, or otherwise, shall be payable only to the
registered owners or holders of the Certificates (hereinafter
called the "Holders ") appearing on the registration and
transfer books (the "Security Register") maintained by the
Paying Agent /Registrar and the payment thereof shall be in any
coin or currency of the United States of America, which at the
time of payment is legal tender for the payment of public and
private debts, and shall be without exchange or collection
charges to the Holders.
The selection and appointment of Texas American Bank /Fort
Worth, N.A., Fort Worth, Texas to serve as Paying
Agent /Registrar for the Certificates is hereby approved and
confirmed. The City covenants to maintain and provide a Paying
Agent /Registrar at all times until the Certificates are paid
and discharged, and any successor Paying Agent /Registrar shall
be a bank, trust company, financial institution or other entity
qualified and authorized to serve in such capacity and perform
the duties and services of Paying Agent /Registrar. Upon any
change in the Paying Agent /Registrar for the Certificates, the
City agrees to promptly cause a written notice thereof to be
sent to each Holder by United States Mail, first class postage
prepaid, which notice shall also give the address of the new
Paying Agent /Registrar.
Principal of and premium, if any, on the Certificates
shall be payable at the Stated Maturities or the redemption
thereof only upon presentation and surrender of the
Certificates to the Paying Agent /Registrar at its principal
office. Interest on the Certificates shall be paid to the
Holders whose name appears in the Security Register at the
close of business on the Record Date (the 15th day of the month
next preceding each interest payment date) and shall be paid by
the Paying Agent /Registrar (i) by check sent United States
Mail, first class postage prepaid, to the address of the Holder
recorded in the Security Register or (ii) by such other method,
acceptable to the Paying Agent /Registrar, requested by, and at
the risk and expense of, the Holder. If the date for the
payment of the principal of or interest on the Certificates
shall be a Saturday, Sunday, a legal holiday, or a day when
banking institutions in the City where the Paying
Agent /Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to
close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
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In the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date ") will
be established by the Paying Agent/ Registrar, if and when
funds for the payment of such interest have been received from
the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address
of each Holder appearing on the Security Register at the close
of business on the last business next preceding the date of
mailing of such notice.
SECTION 4: Redemption. (a) Optional Redemption. The
Certificates having Stated Maturities on and after March 1,
2000, shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent /Registrar), on March 1,
1999 or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty -five
(45) days prior to a redemption date for the Certificates
(unless a shorter notification period shall be satisfactory to
the Paying Agent /Registrar), the City shall notify the Paying
Agent /Registrar of the decision to redeem Certificates, the
principal amount of each Stated Maturity to be redeemed, and
the date of redemption therefor. The decision of the City to
exercise the right to redeem Certificates shall be entered in
the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less
than all Outstanding Certificates of the same Stated Maturity
are to be redeemed on a redemption date, the Paying Agent/
Registrar shall treat such Certificates as representing the
number of Certificates Outstanding which is obtained by
dividing the principal amount of such Certificates by $5,000
and shall select the Certificates to be redeemed within such
Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days
prior to a redemption date for the Certificates, a notice of
redemption shall be sent by United States Mail, first class
postage prepaid, in the name of the City and at the City's
expense, to each Holder of a Certificate to be redeemed in
whole or in part at the address of the Holder appearing on the
Security Register at the close of business on the business day
next preceding the date of mailing such notice, and any notice
of redemption so mailed shall be conclusively presumed to have
been duly given irrespective of whether received by the Holder.
:ZIC
All notices of redemption shall (i) specify the date of
redemption for the Certificates, (ii) identify the Certificates
to be redeemed and, in the case of a portion of the principal
amount to be redeemed, the principal amount thereof to be
redeemed, (iii) state the redemption price, (iv) state that the
Certificates, or the portion of the principal amount thereof to
be redeemed, shall become due and payable on the redemption
date specified, and the interest thereon, or on the portion of
the principal amount thereof to be redeemed, shall cease to
accrue from and after the redemption date, and (v) specify that
payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the
principal office of the Paying Agent /Registrar only upon
presentation and surrender of the Certificates. If a
Certificate is subject by its terms to prior redemption and has
been called for redemption and notice of redemption has been
duly given as hereinabove provided, such Certificate (or the
principal amount thereof to be redeemed) shall become due and
payable and interest thereon shall cease to accrue from and
after the redemption date therefor; provided moneys sufficient
for the payment of such Certificate (or of the principal amount
thereof to be redeemed) at the then applicable redemption price
are held for the purpose of such payment by the Paying
Agent /Registrar.
SECTION 5: Registration - Transfer - Exchange of
Certificates - Predecessor Certificates. A Security Register
relating to the registration, payment, and transfer or exchange
of the Certificates shall at all times *be kept and maintained
by the City at the principal office of the Paying
Agent /Registrar, as provided herein and in accordance with the
provisions of an agreement with the Paying Agent /Registrar and
such rules and regulations as the Paying Agent /Registrar and
the City may prescribe. The Paying Agent /Registrar shall
obtain, record, and maintain in the Security Register the name
and address of each and every owner of the Certificates issued
under and pursuant to the provisions of this Ordinance, or if
appropriate, the nominee thereof. Any Certificate may be
transferred or exchanged for Certificates of other authorized
denominations by the Holder, in person or by his duly
authorized agent, upon surrender of such Certificate to the
Paying Agent /Registrar for cancellation, accompanied by a
written instrument of transfer or request for exchange duly
executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent /Registrar.
Upon surrender of any Certificate for transfer at the
principal office of the Paying Agent /Registrar, the Paying
Agent /Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new
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Certificates of authorized denominations and having the same
Stated Maturity and of a like aggregate principal amount as the
Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged
for other Certificates of authorized denominations and having
the same Stated Maturity, bearing the same rate of interest and
of like aggregate principal amount as the Certificates
surrendered for exchange, upon surrender of the Certificates to
be exchanged at the principal office of the Paying Agent/
Registrar. Whenever any Certificates are surrendered for
exchange, the Paying Agent /Registrar shall register and deliver
new Certificates to the Holder requesting the exchange.
All Certificates issued in any transfer or exchange of
Certificates shall be delivered to the Holders at the principal
office of the Paying Agent /Registrar or sent by United States
Mail, first class, postage prepaid to the Holders, and, upon
the registration and delivery thereof, the same shall be the
valid obligations of the City, evidencing the same obligation
to pay, and entitled to the same benefits under this Ordinance,
as the Certificates surrendered in such transfer or exchange.
All transfers or exchanges of Certificates pursuant to
this Section shall be made without expense or service charge to
the Holder, except as otherwise herein provided, and except
that the Paying Agent /Registrar shall require payment by the
Holder requesting such transfer or exchange of any tax or other
governmental charges required to be paid with respect to such
transfer or exchange.
Certificates cancelled by reason of an exchange or
transfer pursuant to the provisions hereof are hereby defined
to be "Predecessor Certificates," evidencing all or a portion,
as the case may be, of the same obligation to pay evidenced by
the new Certificate or Certificates registered and delivered in
the exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost,
destroyed, or stolen Certificate for which a replacement
Certificate has been issued, registered and delivered in lieu
thereof pursuant to the provisions of Section 20 hereof and
such new replacement Certificate shall be deemed to evidence
the same obligation as the mutilated, lost, destroyed, or
stolen Certificate.
Neither the City nor the Paying Agent/ Registrar shall be
required to issue or transfer to an assignee of a Holder any
Certificate called for redemption, in whole or in part, within
45 days of the date fixed for the redemption of such
Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the
Holder of the unredeemed balance of a Certificate called for
redemption in part.
SECTION 6: Execution - Registration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the
Certificates may be manual or facsimile. Certificates bearing
the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Certificate Date
shall be deemed to be duly executed on behalf of the City,
notwithstanding that one or more of the individuals executing
the same shall cease to be such officer at the time of delivery
of the Certificates to the initial purchaser(s) and with
respect to Certificates delivered in subsequent exchanges and
transfers, all as authorized and provided in the Bond
Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Certificate either a
certificate of registration substantially in the form provided
in Section 8C, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent,
or a certificate of registration substantially in the form
provided in Section 8D, manually executed by an authorized
officer, employee or representative of the Paying
Agent /Registrar, and either such certificate duly signed upon
any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certified,
registered and delivered.
SECTION 7: Initial Certificate(s). The Certificates
herein authorized shall be initially issued either (i) as a
single fully registered certificate in the total principal
amount of $1,500,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T -1,
or (ii) as seventeen (17) fully registered certificates, being
one certificate for each year of maturity in the applicable
principal amount and denomination and to be numbered
consecutively from T -1 and upward (hereinafter called the
"Initial Certificate(s)") and, in either case, the Initial
Certificate(s) shall be registered in the name of the initial
purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the Certificates submitted to the
Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and
delivered to the initial purchaser(s). Any time after the
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delivery of the Initial Certificate(s), the Paying
Agent /Registrar, pursuant to written instructions from the
initial purchaser(s), or the designee thereof, shall cancel the
Initial Certificate(s) delivered hereunder and exchange
therefor definitive Certificates of authorized denominations,
Stated Maturities, principal amounts and bearing applicable
interest rates for transfer and delivery to the Holders named
at the addresses identified therefor; all pursuant to and in
accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent /Registrar may
reasonably require.
SECTION 8: Forms. A. Forms Generally. The
Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration
Certificate of Paying Agent /Registrar, and the form of
Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such
appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and
may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures
of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with
insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the
City or determined by the officers executing such Certificates
as evidenced by their execution. Any portion of the text of
any Certificates may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the certificate.
The definitive Certificates shall be printed,
lithographed, or engraved or produced in any other similar
manner, all as determined by the officers executing such
Certificates as evidenced by their execution, but the Initial
Certificate(s) submitted to the Attorney General of Texas may
be typewritten or photocopied or otherwise reproduced.
WZ
REGISTERED
NO.
Certificate Date:
May 1, 1989
Registered Owner:
Principal Amount:
Form of Certificates.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1989
REGISTERED
Interest Rate: Stated Maturity: CUSIP NO:
DOLLARS
The City of Euless (hereinafter referred to as the
"City "), a body corporate and political subdivision in the
County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to
the order of the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date
specified above the Principal Amount hereinabove stated (or so
much thereof as shall not have been paid upon prior redemption)
and to pay interest on the unpaid principal amount hereof from
the Certificate Date at the per annum rate of interest
specified above computed on the basis of a 360 -day year of
twelve 30 -day months; such interest being payable on March 1
and September 1 in each year, commencing March 1, 1990.
Principal of this Certificate is payable at its Stated Maturity
or redemption to the registered owner hereof, upon presentation
and surrender, at the principal office of the Paying
Agent /Registrar executing the registration certificate
appearing hereon, or its successor. Interest is payable to the
registered owner of this Certificate (or one or more
Predecessor Certificates, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security
Register" maintained by the Paying Agent /Registrar at the close
of business on the "Record Date ", which is the 15th day of
the month next preceding each interest payment date, and
ME
interest shall be paid by the Paying Agent /Registrar by check
sent United States Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security
Register or by such other method, acceptable to the Paying
Agent /Registrar, requested by, and at the risk and expense of,
the registered owner. All payments of principal of, premium,
if any, and interest on this Certificate shall be without
exchange or collection charges to the owner hereof and in any
coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and
private debts.
This Certificate is one of the series specified in its
title issued in the aggregate principal amount of $1,500,000
(herein referred to as the "Certificates ") for the purpose of
paying contractual obligations to be incurred for (i)
constructing street improvements to Highway 10 and other street
improvements, including drainage incidental thereto and the
acquisition of rights -of -way therefor, and (ii) professional
services, under and in strict conformity with the Constitution
and laws of the State of Texas, particularly V.T.C.A., Local
Government Code, Subchapter C of Chapter 271, as amended, and
pursuant to an Ordinance adopted by the City Council of the
City (herein referred to as the "Ordinance ").
The Certificates maturing on and after March 1, 2000, may
be redeemed prior to their Stated Maturities, at the option of
the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity
by lot by the Paying Agent /Registrar), on March 1, 1999, or on
any date thereafter, at the redemption price of par, together
with accrued interest to the date of redemption and upon
30 days prior written notice being sent by United States Mail,
first class postage prepaid, to the registered owners of the
Certificates to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If
this Certificate (or any portion of the principal sum hereof)
shall have been duly called for redemption and notice of such
redemption duly given, then upon such redemption date this
Certificate (or the portion of the principal sum hereof to be
redeemed) shall become due and payable, and interest thereon
shall cease to accrue from and after the redemption date
therefor, provided moneys for the payment of the redemption
price and the interest on the principal amount to be redeemed
to the date of redemption are held for the purpose of such
payment by the Paying Agent /Registrar.
In the event of a partial redemption of the principal
amount of this Certificate, payment of the redemption price of
such principal amount shall be made to the registered owner
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only upon presentation and surrender of this Certificate to the
principal office of the Paying Agent /Registrar, and there shall
be issued to the registered owner hereof, without charge, a new
Certificate or Certificates of like maturity and interest rate
in any authorized denominations provided by the Ordinance for
the then unredeemed balance of the principal sum hereof. If
this Certificate is selected for redemption, in whole or in
part, the City and the Paying Agent /Registrar shall not be
required to transfer this Certificate to an assignee of the
registered owner within 45 days of the redemption date
therefor; provided, however, such limitation on transferability
shall not be applicable to an exchange by the registered owner
of_ the unredeemed balance hereof in the event of its redemption
in part.
The Certificates are payable from the proceeds of an ad
valorem tax levied, within the limitations prescribed by law,
upon all taxable property in the City and from a limited pledge
of the Net Revenues (as defined in the Ordinance) of the City's
combined Waterworks and Sanitary Sewer System (the "System "),
such pledge being limited to an amount not in excess of $2,500
and being junior and subordinate to the lien on and pledge of
such Net Revenues securing the payment of "Prior Lien
Obligations" (as defined in the Ordinance) now outstanding and
hereafter issued by the City. In the Ordinance, the City
reserves and retains the right to issue Prior Lien Obligations
without limitation as to principal amount but subject to any
applicable terms, conditions or restrictions under law or
otherwise.
Reference is hereby made to the Ordinance, a copy of which
is on file in the principal office of the Paying
Agent /Registrar, and to all the provisions of which the owner
or holder of this Certificate by the acceptance hereof hereby
assents, for definitions of terms; the description of and the
nature and extent of the tax levied for the payment of the
Certificates; the properties constituting the System; the Net
Revenues pledged to the payment of the principal of and
interest on the Certificates; the nature and extent and manner
of enforcement of the pledge; the terms and conditions relating
to the transfer or exchange of this Certificate; the conditions
upon which the Ordinance may be amended or supplemented with or
without the consent of the Holders; the rights, duties, and
obligations of the City and the Paying Agent /Registrar; the
terms and provisions upon which the tax levy and the pledges,
charges and covenants made therein may be discharged at or
prior to the maturity of this Certificate, and this Certificate
deemed to be no longer Outstanding thereunder; and for the
other terms and provisions contained therein. Capitalized
terms used herein have the meanings assigned in the Ordinance.
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This Certificate, subject to certain limitations contained
in the Ordinance, may be transferred on the Security Register
only upon its presentation and surrender at the principal
office of the Paying Agent /Registrar, with the Assignment
hereon duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Paying Agent /Registrar
duly executed by, the registered owner hereof, or his duly
authorized agent. When a transfer on the Security Register
occurs, one or more new fully registered Certificates of the
same Stated Maturity, of authorized denominations, bearing the
same rate of interest, and of the same aggregate principal
amount will be issued by the Paying Agent /Registrar to the
designated transferee or transferees.
The City and the Paying Agent /Registrar, and any agent of
either, shall treat the registered owner whose name appears on
the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of
surrender of this Certificate as the owner entitled to payment
of principal hereof at its Stated Maturity or its redemption,
in whole or in part, and (iii) on any other date as the owner
for all other purposes, and neither the City nor the Paying
Agent /Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of nonpayment of interest
on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a
"Special Record Date ") will be established by the Paying
Agent /Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each Holder appearing
on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared
that the City is a body corporate and political subdivision
duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance
of the Certificates is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent
to and in the issuance of the Certificates to render the same
lawful and valid obligations of the City have been properly
done, have happened and have been performed in regular and due
time, form and manner as required by the Constitution and laws
of the State of Texas, and the Ordinance; that the Certificates
do not exceed any Constitutional or statutory limitation; and
that due provision has been made for the payment of the
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principal of and interest on the Certificates as aforestated.
In case any provision in this Certificate shall be invalid,
illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby. The terms and provisions of
this Certificate and the Ordinance shall be construed in
accordance with and shall be governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the City Council of the City has
caused this Certificate to be duly executed under the official
seal of the City as of the Certificate Date.
COUNTERSIGNED:
City Secretary
(SEAL)
C. *Form of
of Public
only.
CITY OF EULESS, TEXAS
yor
rtiticate or comptroller
r on Initial Certificate
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
( REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Certificate has been examined,
certified as to validity and approved by the Attorney General
of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office
this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do Not Print on Definitive Certificates
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D. Form of Certificate of Pavina Aaent /Reaistr
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Certificate has been duly issued and registered under
the provisions of the within - mentioned Ordinance; the
certificate or certificates of the above entitled and
designated series originally delivered having been approved by
the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of
the Paying Agent /Registrar.
Registration Date: TEXAS AMERICAN BANK /FORT WORTH, N.A.
Fort Worth, Texas
as Paying Agent /Registrar
By
Authorized Signature
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name,
address, and zip code of transferee:) .....................
............................................ I...............
............................. ...............................
(Social Security or other identifying number: .............
................) the within Certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints
............................. ...............................
attorney to transfer the within Certificate on the books kept
for registration thereof, with full power of substitution in
the premises.
DATED: .................. ........... .................. .
NOTICE: The signature on this assign -
Signature guaranteed: assignment must correspond with the
..................... name of the registered owner as it
appears on the face of the within
Certificate in every particular.
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F.
set
form of a single fullv registered Initial Certificate
Ey0P.1
(i) immediately under the name of the certificate the
headings "Interest Rate and "Stated
Maturity " shall both be omitted;
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount: Dollars
The City of Euless (hereinafter referred to as the
"City "), a body corporate and municipal corporation in the
County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to
the order of the the Registered Owner named above, or the
registered assigns thereof, the Principal Amount hereinabove
stated on March 1 in each of the years and in principal
installments in accordance with the following schedule:
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to
maturity) and to pay interest on the unpaid principal amounts
hereof from the Certificate Date at the per annum rate(s) of
interest specified above computed on the basis of a 360 -day
year of twelve 30 -day months; such interest being payable on
March 1 and September 1 of each year, commencing March 1,
1990. Principal installments of this Certificate are payable
at its Stated Maturity or on a prepayment date to the
registered owner hereof, upon its presentation and surrender,
at the principal office of Texas American Bank /Fort Worth,
N.A., Fort Worth, Texas (the "Paying Agent /Registrar ").
Interest is payable to the registered owner of this Certificate
whose name appears on the "Security Register" maintained by the
Paying Agent /Registrar at the close of business on the "Record
Date ", which is the 15th day of the month next preceding each
interest payment date hereof and interest shall be paid by the
Paying Agent /Registrar by check sent United States Mail, first
class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method,
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acceptable to the Paying Agent/ Registrar, requested by, and at
the risk and expense of, the registered owner. All payments of
principal of, premium, if any, and interest on this Certificate
shall be without exchange or collection charges to the owner
hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 9: Definitions. That for purposes of this
Ordinance and for clarity with respect to the issuance of the
Certificates herein authorized, and the levy of taxes and
appropriation of Net Revenues therefor, the following words or
terms, whenever the same appears herein without qualifying
language, are defined to mean as follows:
(a) The term "Certificates" shall mean the
$1,500,000 "City of Euless, Texas, Waterworks and
Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 1989" authorized by this Ordinance.
(b) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 10 of this Ordinance.
(c) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date the annual ad
valorem taxes levied each year by the City become
delinquent.
(d) The term "Fiscal Year" shall mean the
twelve month operating period for the System ending
September 30th of each year.
(e) The term "Government Obligations" shall
mean direct obligations of the United States of
America, including obligations the principal of and
interest on which are unconditionally guaranteed by
the United States of America, and United States
Treasury obligations such as its State and Local
Government Series in book -entry form.
(f) The term "Net Revenues" shall mean and
include the gross revenues derived from the operation
of the System, less reasonable expenses of operation
and maintenance, including salaries, labor,
materials, repairs and extensions necessary to render
efficient service; provided, however, that only such
repairs and extensions as in the judgment of the City
Council are necessary to keep the System in operation
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and render adequate service to the areas served
thereby and the inhabitants thereof, or such as might
be necessary to meet some physical accident or
condition which would otherwise impair the security
of obligations payable from and secured by a lien on
and pledge of the Net Revenues of the System shall be
deducting in determining "Net Revenues ".
(g) The term "Outstanding" when used in this
Ordinance with respect to Certificates means, as of
the date of determination, all Certificates
theretofore issued and delivered under this
Ordinance, except:
(1) those Certificates cancelled by
the Paying Agent /Registrar or delivered to
the Paying Agent /Registrar for cancellation;
(2) those Certificates for which
payment has been duly provided by the City
in accordance with the provisions of
Section 21 hereof by the irrevocable
deposit with the Paying Agent /Registrar, or
an authorized escrow agent, of money or
Government Securities, or both, in the
amount necessary to fully pay the principal
of, premium, if any, and interest thereon
to maturity or redemption, as the case may
be, provided that, if such Certificates are
to be redeemed, notice of redemption
thereof shall have been duly given pursuant
to this Ordinance or irrevocably provided
to be given to the satisfaction of the
Paying Agent/ Registrar, or waived; and
(3) those Certificates that have been
mutilated, destroyed, lost, or stolen and
replacement Certificates have been
registered and delivered in lieu thereof as
provided in Section 20 hereof.
(h) The term "Prior Lien Obligations" shall
mean all revenue bonds or other obligations, now
outstanding and hereafter issued, payable solely from
and secured by a lien on and pledge of the Net
Revenues of the System, including, but not limited to
the outstanding and unpaid (i) "City of Euless,
Texas, Waterworks and Sewer System Revenue Bonds,
Series 1965 ", dated July 15, 1965, and issued in the
original principal amount of $3,600,000, (ii) "City
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of Euless, Texas, waterworks and Sewer System Revenue
Refunding Bonds, Series 1967 ", dated January 15,
1967, and issued in the original principal amount of
$2,200,000, (iii) "City of Euless, Texas, Waterworks
and Sewer System Revenue Bonds, Series 1971 ", dated
March 15, 1971, and issued in the original principal
amount of $800,000 and (iv) "City of Euless, Texas,
Waterworks and Sewer System Revenue Bonds, Series
1983 ", dated May 15, 1983, and issued in the original
principal amount of $3,000,000.
(i) The term "System" shall mean the City's
combined Waterworks and Sanitary Sewer System,
including all present and future additions,
extensions, replacements and improvements thereto,
whether situated within or without the corporate
limits of the City.
SECTION 10: Certificate Fund. That, for the purpose of
paying the interest on and to provide a sinking fund for the
payment, redemption and retirement of the Certificates, there
shall be and is hereby created a special account or fund on the
books and records of the City known as the "SPECIAL SERIES 1989
TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND ", and all moneys
deposited to the credit of such Fund shall be shall be kept and
maintained in a special banking account at the City's
depository bank. Authorized officials of the City are hereby
authorized and directed to make withdrawals from said Fund
sufficient to pay the principal of and interest on the
Certificates as the same become due and payable, and, shall
cause to be transferred to the Paying Agent /Registrar from
moneys on deposit in the Certificate Fund an amount sufficient
to pay the amount of principal and /or interest falling due on
the Certificates, such transfer of funds to the Paying
Agent /Registrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying
Agent /Registrar on or before the last business day next
preceding each interest and principal payment date for the
Certificates.
Pending the transfer of funds to the Paying
Agent /Registrar, money in the Certificate Fund may, at the
option of the City, be invested in obligations identified in,
and in accordance with the provisions of the "Public Funds
Investment Act of 1987" relating to the investment of "bond
proceeds "; provided that all such investments shall be made in
such a manner that the money required to be expended from said
Fund will be available at the proper time or times. All
interest and income derived from deposits and investments in
said Certificate Fund shall be credited to, and any losses
��
debited to, the said Certificate Fund. All such investments
shall be sold promptly when necessary to prevent any default in
connection with the Certificates.
SECTION 11: Tax Levy. That, to provide for the payment
of the "Debt Service Requirements" on the Certificates being
(i) the interest on said Certificates and (ii) a sinking fund
for their redemption at maturity or a sinking fund of 2%
(whichever amount shall be the greater), there shall be and
there is hereby levied for the current year and each succeeding
year thereafter while said Certificates or any interest thereon
shall remain Outstanding, a sufficient tax on each one hundred
dollars' valuation of taxable property in said City, adequate
to pay such Debt Service Requirements, full allowance being
made for delinquencies and costs of collection; said tax shall
be assessed and collected each year and applied to the payment
of the Debt Service Requirements, and the same shall not be
diverted to any other purpose. The taxes so levied and
collected shall be paid into the Certificate Fund. The City
Council hereby declares its purpose and intent to provide and
levy a tax legally and fully sufficient to pay the said Debt
Service Requirements, it having been determined that the
existing and available taxing authority of the City for such
purpose is adequate to permit a legally sufficient tax in
consideration of all other outstanding indebtedness.
Accrued interest and premium, if any, received from the
purchasers of the Certificates shall be deposited to the
Certificate Fund. In addition, any surplus proceeds from the
sale of the Certificates not expended for authorized purposes
shall be deposited in the Certificate Fund, and such amounts so
deposited shall reduce the sums otherwise required to be
deposited in said Fund from ad valorem taxes.
SECTION 12: Limited Pledge of Net Revenues. The City
hereby covenants and agrees that, subject to the prior lien on
and pledge of the Net Revenues of the System to the payment and
security of Prior Lien Obligations, the Net Revenues of the
System in an aggregate amount not to exceed $2,500 are hereby
irrevocably pledged to the payment of the principal of and
interest on the Certificates, and the limited pledge of $2,500
of the Net Revenues of the System herein made for the payment
of the Certificates shall constitute a lien on the Net Revenues
of the System in accordance with the terms and provisions
hereof and be valid and binding without any physical delivery
thereof or further act by the City.
SECTION 13: System Fund. The City covenants and agrees
that revenues derived from the operation of the System shall be
accounted for separate and apart from all other funds, accounts
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and moneys of the City, and all such revenues shall be
deposited as collected into a fund maintained at an official
depository of the City and known on the books of the City as
the "System Fund ". All moneys deposited to the credit of the
System Fund shall be allocated, appropriated and budgeted to
the extent required for the following purposes and in the order
of priority shown, to wit:
First: To the payment of all necessary and
reasonable maintenance and operating expenses of
the System as defined herein or required by
statute to be a first charge on and claim
against the revenues thereof,
Second: To the payment of all amounts required
to be deposited in the special Funds created and
established for the payment, security and
benefit of Prior Lien Obligations in accordance
with the terms and provisions of the ordinances
authorizing the issuance of Prior Lien
Obligations.
Third: To the payment of the limited amount
required to be deposited in the Certificate Fund
for the payment of the Certificates.
Any Net Revenues remaining in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or
hereafter permitted by law.
SECTION 14: Security of Funds. All moneys on deposit
in the Funds for which this Ordinance makes provision (except
any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent
required by the laws of Texas for the security of public funds,
and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 15: Maintenance of System - Insurance. The
City covenants and agrees that while the Certificates remain
Outstanding, it will maintain and operate the System with all
possible efficiency and maintain casualty and other insurance
on the properties of the System and its operations of a kind
and in such amounts customarily carried by municipal
corporations in the State of Texas engaged in a similar type
business; that it will faithfully and punctually perform all
duties with reference to the System required by the
Constitution and laws of the State of Texas.
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SECTION 16: Remedies in Event of Default. In
addition to all the rights and remedies provided by the laws of
the State of Texas, the City covenants and agrees particularly
that in the event the City (a) defaults in the payments to be
made to the Certificate Fund, or (b) defaults in the observance
or performance of any other of the covenants, conditions or
obligations set forth in this Ordinance, the owner or owners of
any of the Certificates shall be entitled to a writ of mandamus
issued by a court of proper jurisdiction compelling and
requiring the governing body of the City and other officers of
the City to observe and perform any covenant, condition or
obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power,
or shall be construed to be a waiver of any such default or
acquiescense therein, and every such right and power may be
exercised from time to time and as often as may be deemed
expedient. The specific remedies herein provided shall be
cumulative of all other existing remedies and the specification
of such remedies shall not be deemed to be exclusive.
SECTION 17: Special Covenants. The City hereby further
covenants as follows:
(a) That it has the lawful power to pledge the
Net Revenues of the System to the payment of the
Certificates in the manner herein contemplated, and
has lawfully exercised such power under the
Constitution and laws of the State of Texas,
including said power existing under
Articles 1111 et seq., V,A.T.C.S. and V.T.C.A., Local
Government Code, Sections 271.041, et seq.
(b) That other than for the payment of the
Certificates and the outstanding Prior Lien
Obligations identified in Section 9(h) hereof and the
Certificates, the Net Revenues of the System have not
in any manner been pledged to the payment of any debt
or obligation of the City or of the System.
SECTION 18: Issuance of Prior Lien Obligations. The
City hereby expressly reserves the right to hereafter issue
Prior Lien Obligations, without limitation as to principal
amount but subject to any terms, conditions or restrictions
applicable thereto under law or otherwise, such Prior Lien
Obligations hereafter issued may be payable, in whole or in
part, from the Net Revenues (without impairment of the
obligation of contract with the Holders of the Certificates)
upon such terms and conditions as the City Council may
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determine. Additionally, the City reserves the right to issue
obligations payable, in whole or in part, from the Net Revenues
of the System and, to the extent provided, secured by a lien on
and pledge of the Net Revenues of equal rank and dignity with
the lien and pledge securing the payment of the Certificates.
SECTION 19: Application of Prior Lien Obligations
Covenants and Agreements. It is the intention of this
governing body and accordingly hereby recognized and stipulated
that the provisions, agreements and covenants contained herein
bearing upon the management and operations of the System, and
the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized
with like provisions, agreements and covenants contained in the
ordinances authorizing the issuance of the Prior Lien
Obligations, and to the extent of any irreconcilable conflict
between the provisions contained herein and in the ordinances
authorizing the issuance of the Prior Lien Obligations, the
provisions, agreements and covenants contained therein shall
prevail to the extent of such conflict and be applicable to
this Ordinance but in all respects subject to the priority of
rights and benefits, if any, conferred thereby to the holders
of the Prior Lien Obligations.
SECTION 20: Mutilated - Destroyed - Lost and Stolen
Certificates. In case any Certificate shall be mutilated, or
destroyed, lost or stolen, the Paying Agent /Registrar may
execute and deliver a replacement Certificate of like form and
tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for
such mutilated Certificate, or in lieu of and in substitution
for such destroyed, lost or stolen Certificate, only upon the
approval of the City and after (i) the filing by the Holder
thereof with the Paying Agent /Registrar of evidence
satisfactory to the Paying Agent /Registrar of the destruction,
loss or theft of such Certificate, and of the authenticity of
the ownership thereof and (ii) the furnishing to the Paying
Agent /Registrar of indemnification in an amount satisfactory to
hold the City and the Paying Agent /Registrar harmless. All
expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement
Certificate shall be borne by the Holder of the Certificate
mutilated, or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this
Section shall be a valid and binding obligation, and shall be
entitled to all the benefits of this Ordinance equally and
ratably with all other Outstanding Certificates;
notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Certificates.
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The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement and payment of mutilated,
destroyed, lost or stolen Certificates.
SECTION 21: Satisfaction of Obligation of City. If the
City shall pay or cause to be paid, or there shall otherwise be
paid to the Holders, the principal of, premium, if any, and
interest on the Certificates, at the times and in the manner
stipulated in this Ordinance, then the pledge of taxes levied
under this Ordinance and the Net Revenues of the System (to the
extent such limited pledge of Net Revenues shall not have been
discharged or terminated by prior payment of principal of or
interest on the Certificates) and all covenants, agreements,
and other obligations of the City to the Holders shall
thereupon cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be
deemed to have been paid within the meaning and with the effect
expressed above in this Section when (i) money sufficient to
pay in full such Certificates or the principal amount(s)
thereof at maturity or the redemption date therefor, together
with all interest due thereon, shall have been irrevocably
deposited with and held in trust by the Paying Agent /Registrar,
or an authorized escrow agent, or (ii) Government Securities
shall have been irrevocably deposited in trust with the Paying
Agent /Registrar, or an authorized escrow agent, which
Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such
amounts and at such times as will insure the availability,
without reinvestment, of sufficient money, together with any
moneys deposited therewith, if any, to pay when due the
principal of and interest on such Certificates, or the
principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly
given or waived or if irrevocable arrangements therefor
acceptable to the Paying Agent/ Registrar have been made) the
redemption date thereof. The City covenants that no deposit of
moneys or Government Securities will be made under this Section
and no use made of any such deposit which would cause the
Certificates to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar,
or an authorized escrow agent, and all income from Government
Securities held in trust by the Paying Agent /Registrar, or an
authorized escrow agent, pursuant to this Section which is not
required for the payment of the Certificates, or any principal
amount(s) thereof, or interest thereon with respect to which
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such moneys have been so deposited shall be remitted to the
City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent /Registrar for the payment of the
principal of and interest on the Certificates and remaining
unclaimed for a period of four (4) years after the Stated
Maturity, or applicable redemption date, of the Certificates
such moneys were deposited and are held in trust to pay shall
upon the request of the City be remitted to the City against a
written receipt therefor. Notwithstanding the above and
foregoing, any remittance of funds from the Paying
Agent /Registrar to the City shall be subject to any applicable
unclaimed property laws of the State of Texas.
SECTION 22: Ordinance a Contract - Amendments. This
Ordinance shall constitute a contract with the Holders from
time to time, be binding on the City, and shall not be amended
or repealed by the City so long as any Certificate remains
Outstanding except as permitted in this Section. The City may,
without the consent of or notice to any Holders, from time to
time and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders, including the
curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent
of Holders holding a majority in aggregate principal amount of
the Certificates then Outstanding affected thereby, amend, add
to, or rescind any of the provisions of this Ordinance;
provided that, without the consent of all Holders of
Outstanding Certificates, no such amendment, addition, or
rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the
Certificates, reduce the principal amount thereof, the
redemption price, or the rate of interest thereon, or in any
other way modify the terms of payment of the principal of,
premium, if any, or interest on the Certificates, (2) give any
preference to any Certificate over any other Certificate, or
(3) reduce the aggregate principal amount of Certificates
required to be held by Holders for consent to any such
amendment, addition, or rescission.
SECTION 23: Covenants to Maintain Tax - Exempt Status.
The City shall not use, permit the use of, or omit to use Gross
Proceeds or any other amounts (or any property the acquisition,
construction, or improvement of which is to be financed
directly or indirectly with Gross Proceeds) in a manner which,
if made or omitted, respectively, would cause the interest on
any Certificate to become includable in the gross income, as
defined in section 61 of the Code, of the owner thereof for
federal income tax purposes. Without limiting the generality
of the foregoing, unless and until the City shall have received
a written opinion of counsel nationally recognized in the field
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of municipal bond law to the effect that failure to comply with
such covenant will not adversely affect the exemption from
federal income tax of the interest on any Certificate pursuant
to Section 103 of the Code, the City agrees, covenants and
represents that:
(a) Definitions. When used in this Section, the
following terms have the following meanings:
"Code" means the Internal Revenue Code of 1986,
as amended by all legislation, if any, enacted on or
before the Issue Date.
"Gross Proceeds" when used with respect to the
Certificates or any other issue of obligations of the
City, means original proceeds, amounts received
(including repayments of principal) as a result of
investing the original proceeds of the issue,
transferred proceeds, sinking fund proceeds, amounts
invested in a reasonably required reserve or
replacement fund, securities or obligations pledged
by the City as security for payment of debt service
on the Certificates or such other issue, and any
other amounts used to pay debt service on the
Certificates or such other issue, together with
earnings from the investment of the foregoing.
"Investment" means
(1) a share of stock in a corporation
or a right to subscribe for or to receive
such a share,
(2) any obligation, including United
States Treasury bonds, notes, and bills and
bank deposits, whether or not certified or
interest bearing, but excluding obligations
the interest on which is, in the opinion of
counsel nationally recognized in the field
of municipal bond law, excludable from the
gross income of any owner thereof and is
not included in computing the alternative
minimum taxable income of individuals under
the Code or the Internal Revenue Code of
1954, as amended to the date of issuance of
such obligations,
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(3) any annuity contract, or any
other deferred payment contract acquired to
fund an obligation of the City, or
(4) any other property held for
investment.
"Issue Date" means the date on which the
Certificates are first authenticated and delivered to
the initial purchasers against payment therefor.
"Issue Price" of the Certificates of each Stated
Maturity means the aggregate initial offering price
of all the Certificates of such Stated Maturity to
the public (exclusive of underwriters, dealers,
bondhouses, brokers, and similar persons or
organizations acting in the capacity of underwriters
or wholesalers) at which a substantial number of
Certificates of such Stated Maturity are sold to the
public, including accrued interest to the Issue Date,
if any.
"Nonpurpose Investment" means any Investment in
which Gross Proceeds of the Certificates are invested
and which is not acquired to carry out the
governmental purpose of the Certificates.
"Purchase Price" of any Investment means
(1) if a United States Treasury
obligation acquired directly from the
United States Treasury, the amount paid
therefor,
(2) if a certificate of deposit
issued by a commercial bank, the bona fide
bid price quoted by a dealer who maintains
an active secondary market in such
certificates of deposit, and
(3) otherwise, generally the mean of
the bid price and the offered price
therefor on an established market on the
day on which such Investment is purchased
or contracted for or, if there are no bid
prices and offered prices on such date, on
the first day preceding such date for which
there are bid prices and offered prices.
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"Yield" of
(1) any Investment means the discount
factor which, when used in computing the
present value of all scheduled payments of
principal of and interest on such
Investment on the date such Investment is
purchased with Gross Proceeds or otherwise
allocated to Gross Proceeds, results in an
amount equal to the Purchase Price thereof
(but excluding any commissions),
compounding semiannually, and
(2) the Certificates means the
discount factor which, when used in
computing the present value on the Issue
Date of all scheduled payments of principal
of and interest on the Certificates,
results in an amount equal to aggregate
Issue Prices of the Certificates of each
Stated Maturity, compounding semiannually.
(b) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the City shall, at all times prior to the
last Stated Maturity of Certificates,
(1) exclusively own, operate, and possess the System
and all properties constituting the System and its
components, and all property the acquisition, construction,
or improvement of which is to be financed directly or
indirectly with Gross Proceeds of the Certificates and not
use or permit the use of such Gross Proceeds or the
properties constituting the System or any property
acquired, constructed, or improved with such Gross Proceeds
in any activity carried on by any person or entity other
than a state or local government, unless such use is solely
as a member of the general public, or
(2) not directly or indirectly impose or accept any
charge or other payment for use of Gross Proceeds of the
Certificates or any property the acquisition, construction,
or improvement of which is to be financed directly or
indirectly with such Gross Proceeds, other than taxes of
general application within the City or interest earned on
investments acquired with such Gross Proceeds pending
application for their intended purposes.
_27_
(c) No Private Loan. Except to the extent permitted by
section 141 of the Code and the regulations and rulings
thereunder, the City shall not use Gross Proceeds of the
Certificates to make or finance loans to any person or entity
other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be
"loaned" to a person or entity if (1) property acquired,
constructed, or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction which creates
a debt for federal income tax purposes, (2) capacity in or
service from such property is committed to such person or
entity under a take -or -pay, output, or similar contract or
arrangement, or (3) indirect benefits, or burdens and benefits
of ownership, of such Gross Proceeds or any property acquired,
constructed, or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent
of a loan.
(d) Not to Invest at Higher Yield. Except to the extent
permitted by section 148 of the Code and the regulations and
rulings thereunder, the City shall not, at any time prior to
the final Stated Maturity of the Certificates, directly or
indirectly invest Gross Proceeds of the Certificates in any
Investment (or use such Gross Proceeds to replace money so
invested), if as a result of such investment the Yield from the
Issue Date of all Investments acquired with such Gross Proceeds
(or with money replaced thereby) whether then held or
previously disposed of, exceeds the Yield of the Certificates.
(e) Not Federally Guaranteed. Except to the extent
permitted by section 149(b) of the Code and the regulations and
rulings thereunder, the City shall not take or omit to take any
action which would cause the Certificates to be federally
guaranteed within the meaning of section 149(b) of the Code and
the regulations and rulings thereunder.
(f) Information Report. The City shall timely file with
the Secretary of the Treasury the information required by
section 149(e) of the Code with respect to the Certificates on
such form and in such place as such Secretary may prescribe.
(g) No Rebate Required. The City warrants and represents
that it satisfies the requirements of paragraph (2) and (3) of
section 148(f) of the Code with respect to the Certificates
without making the payments for the United States described in
such section. Specifically, the City warrants and represents
that
own
(1) the City is a governmental unit with general
taxing powers;
(2) at least 950 of
Certificates will be used
activities of the City;
the Gross Proceeds of the
for the local governmental
(3) the aggregate face amount of all tax - exempt
obligations issued or expected to be issued by the
City (and all subordinate entities thereof) in the
calendar year 1989 are issued is not reasonably
expected to exceed $5,000,000.
SECTION 24: Sale of the Certificates. The sale of
the Certificates to
(herein referred to as the
"Purchasers ") at the price of par and accrued interest to the
date of delivery, plus a premium of $ 1 is hereby
approved and confirmed. Delivery of the Certificates to the
Purchasers shall occur as soon as possible upon payment being
made therefor in accordance with the terms of sale.
SECTION 25: Qualified Tax Exempt Obligations. That in
accordance with the provisions of paragraph 3 of subsection b
of Section 265 of the Code, the City hereby designates the
Certificates to be "qualified tax exempt obligations" in that
the Certificates are not "private activity bonds" as defined in
the Code and the reasonably anticipated amount of "qualified
tax exempt obligations" to be issued by the City (including all
subordinate entities of the City) for the calendar year 1989
will not exceed $10,000,000.
SECTION 26: Official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates
by the City, together with all addendas, supplements and
amendments thereto issued on behalf of the City, is hereby
approved as to form and content, and the City Council hereby
finds that the information and data contained in said Official
Statement pertaining to the City and its financial affairs is
true and correct in all material respects and no material facts
have been omitted therefrom which are necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading. The use of such Official
Statement in the reoffering of the Certificates by the
Purchasers is hereby approved and authorized.
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SECTION 27: Proceeds of Sale. The proceeds of sale of
the Certificates, excluding the accrued interest received from
the Purchasers, will be deposited in a construction fund
maintained at the City's depository bank. Pending expenditure
for authorized projects and purposes, such proceeds of sale may
be invested in authorized investments and any investment
earnings realized may be expended for such authorized projects
and purposes or deposited in the Certificate Fund as shall be
determined by the City Council. All surplus proceeds of sale
of the Certificates, including investment earnings, remaining
after completion of all authorized projects or purposes shall
be deposited to the credit of the Certificate Fund.
SECTION 28: Control and Custody of Certificates. The
Mayor of the City shall be and is hereby authorized to take and
have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas,
including the printing and supply of definitive Certificates,
and shall take and have charge and control of the Initial
Certificate pending the approval thereof by the Attorney
General, the registration thereof by the Comptroller of Public
Accounts and its delivery to the Purchasers.
Furthermore, the Mayor, City Secretary, City Manager and
Director of Finance, any one or more of said officials, are
hereby authorized and directed to furnish and execute such
documents and certifications relating to the City and the
issuance of the Certificates, including a certification as to
facts, estimates, circumstances and reasonable expectations
pertaining to the use and expenditure and investment of the
proceeds of the Certificates as may be necessary for the
approval of the Attorney General, registration by the
Comptroller of Public Accounts and delivery of the Certificates
to the purchasers thereof and, together with the City's
financial advisor, bond counsel and the Paying Agent/
Registrar, make the necessary arrangements for the delivery of
the Initial Certificate(s) to the purchasers.
SECTION 29: Notices to Holders - Waiver. Wherever this
Ordinance provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States
Mail, first class postage prepaid, to the address of each
Holder appearing in the Security Register at the close of
business on the business day next preceding the mailing of such
notice.
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In any case where notice to Holders is given by mail,
neither the failure to mail such notice to any particular
Holders, nor any defect in any notice so mailed, shall affect
the sufficiency of such notice with respect to all other
Certificates. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder
entitled to receive such notice, either before or after the
event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Paying
Agent /Registrar, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon
such waiver.
SECTION 30: Cancellation. All Certificates surrendered
for payment, redemption, transfer, exchange, or replacement, if
surrendered to the Paying Agent /Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be
delivered to the Paying Agent /Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying
Agent /Registrar. The City may at any time deliver to the
Paying Agent /Registrar for cancellation any Certificates
previously certified or registered and delivered which the City
may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly cancelled by the
Paying Agent /Registrar. All cancelled Certificates held by the
Paying Agent /Registrar shall be returned to the City.
SECTION 31: Printed Opinion. The Purchasers'
obligation to accept delivery of the Certificates is subject to
being furnished a final opinion of Fulbright & Jaworski,
Attorneys, Dallas, Texas, approving the Certificates as to
their validity, said opinion to be dated and delivered as of
the date of delivery and payment for the Certificates.
Printing of a true and correct reproduction of said opinion on
the reverse side of each of the definitive Certificates is
hereby approved and authorized.
SECTION 32: CUSIP Numbers. CUSIP numbers may be
printed or typed on the definitive Certificates. It is
expressly provided, however, that the presence or absence of
.CUSIP numbers on the definitive Certificates shall be of no
significance or effect as regards the legality thereof and
neither the City nor attorneys approving the Certificates as to
legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Certificates.
SECTION 33: Benefits of Ordinance. Nothing in this
Ordinance, expressed or implied, is intended or shall be
construed to confer upon any person other than the City, the
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Paying Agent /Registrar and the Holders, any right, remedy, or
claim, legal or equitable, under or by reason of this Ordinance
or any provision hereof, this Ordinance and all its provisions
being intended to be and being for the sole and exclusive
benefit of the City, the Paying Agent /Registrar and the Holders.
SECTION 34: Inconsistent Provisions. All ordinances,
orders or resolutions, or parts thereof, which are in conflict
or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of
this Ordinance shall be and remain controlling as to the
matters contained herein.
SECTION 35: Governing Law. This Ordinance shall be
construed and enforced in accordance with the laws of the State
of Texas and the United States of America.
SECTION 36: Effect of Headings. The Section headings
herein are for convenience only and shall not affect the
construction hereof.
SECTION 37: Construction of Terms. If appropriate in
the context of this Ordinance, words of the singular number
shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words
of the masculine, feminine or neuter gender shall be considered
to include the other genders.
SECTION 38: Severability. If any provision of this
Ordinance or the application thereof to any circumstance shall
be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless
be valid, and the City Council hereby declares that this
Ordinance would have been enacted without such invalid
provision.
SECTION 39: Public Meeting. It is officially found,
determined, and declared that the meeting at which this
Ordinance is adopted was open to the public and public notice
of the time, place, and subject matter of the public business
to be considered at such meeting, including this Ordinance, was
given, all as required by Article 6252 -17, Vernon's Texas Civil
Statutes, as amended.
SECTION 40: Emergency. That the public importance of
this measure and the fact that the street improvements to be
financed by the Certificates are urgently needed and should be
completed at the earliest possible date to preserve the health
and safety of the City and its citizens constitutes and creates
an emergency relating to the immediate preservation of the
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public peace, health and safety of the City and its citizens,
requiring that the Charter provision that all ordinances shall
be read at two regular Council meetings be suspended and
requiring that this ordinance be passed and take effect as an
emergency measure, and such rule is accordingly suspended and
this Ordinance is passed as an emergency measure and shall take
effect and be in full force from and after its passage.
PASSED AND ADOPTED, this April 25, 1989.
CITY OF _E�U?LEES�fS, TEXAS
Mayor
ATTEST:
City Sec re, ary
(City Seal)
APPROVED:
333 Bs
City A orney
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