Ordinance 1988-13
ORDINANCE NO. ~g ,,0
AN ORDINANCE authorizing the issuance of "CITY OF
WYLIE, TEXAS, TAX AND WATERWORKS AND SEWER
LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1988"; 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 wi thin the Ci ty and a 1 imi ted
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
providing an effective date.
WHEREAS, notice of the Ci ty Counci I' s intention to issue
certificates of obligation in the maximum principal amount of
$1,275,000 for the purpose of paying contractual obligations to
be incurred for (i) the construction of street improvements,
including the acquisi tion of rights-of-way therefor and
drainage improvements incidental thereto, (ii) the construction
of improvements and extensions to the Ci ty' s combined
Waterworks and Sanitary Sewer System, and (iii) professional
services, has been duly published in the Wylie News, a
newspaper hereby found and determined to be of general
circulation in the City of Wylie, Texas, on April 27, 1988 and
May 4, 1988, 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 Ci ty,
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 at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE,
TEXAS:
SECTION 1: Authorization, Designation, Principal
Amo u nt, Pu r p 0 s e . C e r t i fie ate s 0 fob 1 i gat ion 0 f t he C i t Y s hall
be and are hereby authorized to be issued in the aggregate
principal amount of $1,275,000, to be designated and bear the
tit Ie "CITY OF WYLIE, TEXAS, TAX AND WATERWORKS AND SEWER
SYSTEM LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION,
SERIES 1988" (hereinafter referred to as the "Certificates"),
for the purpose of paying contractual obligations to be
incurred for (i) the construction of street improvements,
including the acquisition of rights-of-way therefor and
drainage improvements incidental thereto, (ii) the construction
of improvements and extens ions to the Ci ty' s combined
Waterworks and Sanitary Sewer System and (iii) 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 15,
1988 (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
February 15 in each of the years and in principal amounts (the
"Stated Maturities") and bear interest at the per annum rate(s)
in accordance with the following schedule:
Year of
Stated Maturity
Principal
Amount
Interest
Rate
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
$ 30,000
30,000
35,000
35,000
40,000
45,000
45,000
50,000
55,000
60,000
65,000
70,000
80,000
85,000
90,000
100,000
110,000
120,000
130,000
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The Certificates shall bear interest on the unpaid
principal amounts from the Certificate Date at the rate(s) per
annum shown above in this Section (calculated on the basis of a
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360-day year of twelve 30-day months). Interest on the
Certificates shall be payable on February 15 and August 15 of
each year, commencing February 15, 1989.
SECTION 3: Terms of Payment-Paying Agent/Registrar.
The pr incipa 1 of, premium, if any, and the interes t on the
Cert i f icates, due and payable by reason of maturi ty sha 11 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 MTrust Corp, National
Association 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 unt i 1 the Cert i fica tes a re paid and di scha rged, 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
sha 11 be payab Ie at the Stated Ma tur i ties 0 r the redempt ion
thereof only upon presentation and surrender of the
Certificates to the Paying Agent/Registrar at its principal
offices in Dallas, Texas (the "Designated Payment/Transfer
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 last business day of
the month next preceding each interest payment date) and sha 11
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 on which
banking institutions in the City where the Paying
Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
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next succeeding day which is not such a Saturday, Sunday, legal
hOliday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
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 February 15,
1999, 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 February 15,
1998 or on any interest payment 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 Maturi ty 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.
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(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 Ci ty and at the Ci ty' 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.
All not ices of redemption sha 11 (i) speci fy the da te 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
Designated Payment/Transfer 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)
sha 11 become due and payable and interest thereon sha 11 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 Ci ty at the Designated Payment/Transfer 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
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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
Designated Payment/Transfer 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 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 Designated Payment/Transfer 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
Designated Payment/Transfer 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 requi red to be paid wi th respect to such
transfer or exchange.
Cert if ica tes cance lled by reason 0 f an exchange 0 r
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
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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
Cert i fica te ca lIed for redempt ion, in who Ie 0 r in pa rt, wi thi n
45 days of the date fixed for the redemption of such
Certificate; provided, however, such limitation on
trans fer abi Ii ty sha 11 not be app 1 icable 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 execuring
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 Cert i fica tes de livered 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/Regi s t r a r , and ei ther such cert i fica te du ly 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
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amount of $1,275,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-l,
or (i i) as nineteen (19) fully registered certificates, being
one certificate for each year of maturi ty in the applicable
principal amount and denomination and to be numbered
consecutively from T-l 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
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.
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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 submitted to the Attorney General of Texas may be
typewritten or photocopied or otherwise reproduced.
B.
Form of Certificates.
REGISTERED
NO.
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
TAX AND WATERWORKS AND SEWER
SYSTEM LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1988
Certificate Date:
May 15, 1988
Interest Rate: Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of Wylie (hereinafter referred to as the "City"),
a body corporate and political subdivision in the County of
Collin, 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 February 15 and
August 15 in each year, commencing February 15, 1989.
Principal of this Certificate is payable at its Stated Maturity
or redemption to the registered owner hereof, upon presentation
and surrender, at the Designated Payment/Transfer Office of the
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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 last business
day of the month next preceding each interest payment date, 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, 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 Uni ted 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 $1,275,000
(herein referred to as the "Certificates") for the purpose of
paying contractual obligations to be incurred for (i) the
construction of street improvements, including the acquisi tion
of rights-of-way therefor and drainage improvements incidental
thereto, (i i) the cons t ruct ion of improvements and extens ions
to the City's combined Waterworks and Sanitary Sewer System and
(iii) 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 Ci ty Counci 1 of the Ci ty (herein referred to as the
"Ordinance") .
The Certificates maturing on and after February 15, 1999,
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 February 15,
1998, or on any interest payment 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
p r i n c i p a 1 sum her eo f) s hall have been d u 1 yea 11 e d for
redemption and notice of such redemption duly given, then upon
such redemption date this Certificate (or the portion of the
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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
only upon presentation and surrender of this Certificate to the
Designated Payment/Transfer Office of the Paying
Agent/Registrar and there shall be issued, without charge
therefor to the registered owner hereof, 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 Ci ty 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 are additionally
payable 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 additionally 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 Ci ty. In the Ordinance, the Ci ty 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 Designated Payment/Transfer 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
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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.
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 Designated
Payment/Transfer 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 ful1y 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
enti t led to payment of interest hereon, (i i) on the da te 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 (i i i) on any other date as the owner
for a 11 other purposes, and nei ther the Ci ty no r 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.
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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
principal of and interest on the Certificates as aforestated.
In case any provi s ion in thi s Certi fica te sha 11 be inva 1 id,
illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way
be affected or impai red 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 Certificat e. )
COUNTERSIGNED:
(SEAL)
-13-
C. *Form of Registration Certificate of Comptroller
of Public Accounts to appear on Initial Certificate
only.
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 Comptrol1er
of Public Accounts of the State of Texas.
WITNESS
my
signature
and
seal
of
office
this
(SEAL)
Comptrol1er of Public Accounts
of the State of Texas
D. Form of Certificate of Paying Agent/Registrar to
appear on Definitive Certificates only.
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.
The principa I off ices
located in Dallas, Texas, is
Office" for this Bond.
of the Paying Agent/Registrar
the "Designated Payment/Transfer
Registration Date:
MTRUST CORP, NATIONAL ASSOCIATION
as Paying Agent/Registrar
By
Authorized Signature
*NOTE TO PRINTER:
Do Not Print on Definitive Certificates
-14-
E. Form of Assignment.
ASSIGNMENT
FOR
assigns,
address,
VALUE RECE IVED
and transfers
and zip code of
the undersigned hereby sells,
unto (Print or typewrite name,
transferee:) .....................
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Social Security or other identifying number:
. ....... ........) the within Certificate and
thereunder, and hereby irrevocably constitutes
. . . . . . . . . . . . .
all rights
and appoints
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
attorney to transfer the within Certificate on the books kept
for registration thereof, with full power of substitution in
the premises.
DATED:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature guaranteed:
NOTICE: The signature on this assign-
assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Certificate in every particular.
F. The Initial Certificate(s) shall be in the form set
forth in paragraph B of this Section, except that the
form of a single fully registered Initial Certificate
shall be modified as follows:
(i) immediately under the name of the
headings "Interest Rate "
Maturity " shall both be omitted;
certificate the
and "Stated
(ii) paragraph one shall read as fol1ows:
Registered Owner:
Principal Amount:
Dollars
The City of Wylie (hereinafter referred to as the "City"),
a body corporate and municipal corporation in the County of
Collin, 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 February 15
in each of the years and in principal installments in
accordance with the following schedule:
-15-
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
YEAR
(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
February 15 and August 15 of each year, commencing February IS,
1989. Principal of this Certificate is payable at its Stated
Maturity or on a prepayment date to the registered owner hereof
by MTrust Corp, National Association (the "Paying
Agent/Registrar"), upon its presentation and surrender, at its
principal offices in Dallas, Texas (the "Designated
Payment/Transfer Office" of 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 last business 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 Securi ty 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.
SECTION 9: Definitions. That for purposes of this
Ordinance and for cIa r i ty wi th 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 "System" shall mean the City's
combined Waterworks and Sanitary Sewer System,
including all properties, real, personal, mixed or
otherwise, now owned or hereafter acquired by the
City of Wylie through purchase, construction or
otherwise, and used in connection with the System and
in anywise appertaining thereto, whether situated
within or without the limits of the City.
-16-
(b) The term "Net Revenues" shall mean the
gross revenues of the System less the expense of
operation and maintenance, including salaries, labor,
materials, interest, repairs and extensions necessary
to render efficient service; provided, however, that
only such repairs and extensions as in the judgment
of the Ci ty Counci 1, reasonably and fa i r ly exerc i sed,
are necessary to keep the System in operation and
render adequate service to the City and the
inhabitants thereof, or such as might be necessary to
meet some physical accident or condition which would
otherwise impair any 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".
(c) The term "Certificates" shall mean the
$1,275,000 "City of Wylie, Texas, Tax and Waterworks
and Sewer System Limited Pledge Revenue Certificates
of Obligation, Series 1988" authorized by this
Ordinance.
(d) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 10 of this Ordinance.
(e) The term "Prior Lien Obligations" shall
mean (i) the outstanding and unpa id "CITY OF WYLIE,
TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 1971", dated March 1, 1971, and issued in the
original principal amount of $300,000, "CITY OF
WYLIE, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE
BONDS, SERIES 1980", dated March 1, 1980, and issued
in the original principal amount of $400,000, and
"CITY OF WYLIE, TEXAS, WATERWORKS AND SEWER SYSTEM
REVENUE BONDS, SERIES 1986", dated July 1, 1986, and
issued in the original principal amount of $160,000,
and additional obligations payable from and equally
secured by a pari ty lien on and pledge of the Net
Revenues of the System with such outstanding and
unpaid obligations and (ii) obligations hereafter
issued which by the terms of the authorizing
ordinance are made payable from and secured by a lien
on and pledge of the Net Revenues of the System
ranking prior and superior to the lien and pledge
securing the payment of the Certificates.
( f) The
twelve months'
year.
term "Fiscal
period ending
Year" shall mean
September 30th of
the
each
-17-
(g) 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.
(h) The term "Outstanding" when
Ordinance wi th respect to Cert i f icates
the date of determination, all
theretofore issued and delivered
Ordinance, except:
used in this
means, as of
Certificates
under this
(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 Ci ty
in accordance wi th the provisions of
Section 21 hereof by the irrevocable
deposit with the Paying Agent/Registrar, or
an authorized escrow agent, of money or
Government Securi ties, or both, in the
amount necessary to fully pay the principal
of, premium, if any, and interest thereon
to maturi ty or redemption, as the case may
be, provided that, if such Cert i f icates 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.
(i) 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 Uni ted States Treasury
obligations such as its State and Local Government
Series in book-entry form.
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
-18-
shall be and is hereby created a special Fund to be designated
"SPECIAL SERIES 1988 TAX AND REVENUE CERTIFICATE OF OBLIGATION
FUND", which Fund sha II be kept and maintained at the Ci ty' s
depository bank, and moneys deposited in said Fund shall be
used for no other purpose. 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 wil1 cause
immediately avai lable funds to be deposi ted wi th 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 placed in time deposits or certificates of deposit
secured by obligations of the type hereinafter described, or be
invested, including investments held in book-entry form, in
direct obligations of the United States of America, obligations
guaranteed or insured by the United States of America, which,
in the opinion of the Attorney General of the United States,
are backed by its full faith and credit or represent its
general obligations, or invested in indirect obligations of the
United States of America, including, but not limited to,
evidences of indebtedness issued, insured or guaranteed by such
governmental agencies as the Federal Land Banks, Federal
Intermediate Credit Banks, Banks for Cooperatives, Federal Home
Loan Banks, Government National Mortgage Association, Farmers
Home Administration, Federal Home Loan Mortgage Association,
Small Business Administration, or Federal Housing Association;
provided that all such deposits and investments shall be made
in such a manner that the money requi red 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
-19-
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 col1ected each year and applied to the payment
of the Debt Service Requirements, and the same shal1 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: Limi ted Pledge of Net Revenues. The Ci ty
hereby covenants and agrees that, subject to the prior lien on
and pledge of the Net Revenues of the System to the payment and
securi ty 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
and moneys of the City, and all such revenues shall be
deposited as collected into a fund maintained at an official
depos i tory of the Ci ty and known on the books of the Ci ty as
the "Waterworks and Sewer System Fund" (hereinafter called 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:
-20-
Fi rst: To the payment of a 11 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. That 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. That
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.
SECTION 16: Remedies in Event of Default. That,
in addition to all the rights and remedies provided by the laws
of the State of Texas, the Ci ty 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,
condi tions 0 r obI ig a tions set fo rth In thi s Ordinance, the
-21-
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 requi ring the governing body of the Ci ty 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
exerci sed 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.
further covenants as follows:
That the City hereby
(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
Consti tution 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(e) 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.
(c) That, as long as any Certificates or any
interest thereon remain Outstanding, the City will
not sell, lease 0 r encumber the System or any
substantial part thereof, provided that this covenant
shall not be construed to prohibit the sale of such
machinery, or other properties or equipment which has
become obsolete or otherwise unsuited to the
efficient operation of the System.
(d) That to the extent that it legally may, the
City further covenants and agrees that, so long as
any of the Certificates, or any interest thereon, are
Outstanding, no franchise shall be granted for the
installation or operation of any competing waterworks
and sanitary sewer systems other than those owned by
the Ci ty, and the operation of any such systems by
anyone other than the City is hereby prohibited.
-22-
SECTION 18: Issuance of Prior Lien Obligations and
Additional Certificates. That the City hereby expressly
reserves the right to hereafter issue Prior Lien Obligations,
without limitation as to principal amount but subject to any
terms, condi t ions 0 r rest rict ions app 1 icable thereto under 1 aw
or otherwise, and, also reserves the right to issue Additional
Certificates.
Additional Prior Lien Obligations, if issued, may be
payable, in whole or in part, from 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 determine.
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 benefi ts, 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 (i i) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to
hold the Ci ty 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.
-23-
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.
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 payor cause to be paid, or there shall otherwise be
paid to the Ho Iders, the principa 1 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,
wi thout reinvestment, of sufficient money, together wi th 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 deposi t 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.
-24-
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
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
wri tten receipt therefor. Notwi thstanding 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 shal1 not be amended
or repealed by the City so long as any Certificate remains
Outstanding except as permitted in this Section. The City may,
wi thout 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, wi thout the consent of a 11 Holders of
Outstanding Certificates, no such amendment, addi tion, 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 Cert i ficate 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
The City shall not use, permit the
Proceeds or any other amounts (or
construction, or improvement of
directly or indirectly with Gross
Maintain Tax-Exempt Status.
use of, or omit to use Gross
any property the acquisition,
which is to be financed
Proceeds) in a manner which,
-25-
if made or omitted, respectively, would cause the interest on
any Certificate to become includable in the gross income, as
def ined in sect ion 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
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 Ci ty agrees, covenants and
represents that:
(a) Definitions. When used in this
following terms have the following meanings:
Section,
the
"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 wi th 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 Ci ty as securi ty 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 aright to subscr ibe for 0 r 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
counse I na t iona lly recogni zed in the fie Id
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
investment.
other property held
for
"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 Maturi ty to
the public (exclusive of underwriters, dealers,
bondhouses, brokers, and simi lar 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 Uni ted States Treasury
obligation acquired directly from the
United States Treasury, the amount paid
therefor,
(2) if a certificate of
issued by a commercial bank, the
bid pr ice quoted by a dea ler who
an active secondary market
certificates of deposit, and
deposit
bona fide
maintains
in such
(3) otherwi se, gener a lly 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 wi th Gross Proceeds or otherwise
al10cated 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 consti tuting 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 di rect ly or indi rect ly impose 0 r 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 wi th 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.
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(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,
const ructed, 0 r improved wi th such Gros s Proceeds is so Id 0 r
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 acqui red,
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
permi tted 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) Rebate of Arbitrage Profits.
otherwise provided in section 148(f)
regulations and rulings thereunder,
Except
of the
to the extent
Code and the
(1) The City shall account for all Gross
Proceeds of the Certificates (including all receipts,
expenditures, and investments thereof) on its books of
account separately and apart from all other funds (and
receipts, expendi tures, and investments thereof) and
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shall retain all records of such accounting for at
least six years after the day on which the last
outstanding Certificate is discharged. The City may,
however, to the extent permitted by law, commingle
Gross Proceeds of the Certificates with other money of
the Ci ty, provided that the Ci ty separately accounts
for each receipt and expendi ture of such Gross
Proceeds and the obligations acquired therewith.
(2) Not less
shall calculate, in
section 148(f) of
rulings thereunder,
frequently than annually, the City
accordance with rules set forth in
the Code and the regulations and
the excess of:
(i) the amount ea rned on a II Nonpurpose
Investments (other than Investments
attributable to any excess previously
ca leu la ted pursuant to thi s pa rag r aph (2))
acquired with Gross Proceeds of the
Certificates, over
(ii) the amount which would have been
earned if such Nonpurpose Investments were
invested at a rate equal to the Yield on the
Certificates,
plus any income attributable to any excess previously
calculated pursuant to this paragraph (2). In this
connect ion, the Ci ty hereby makes the elect ion
provided for in section 148(f)(4)(A)(ii) of the Code.
(3) As additional consideration for the purchase
of the Certificates by the initial purchasers thereof
and the loan of the money represented thereby, and in
order to induce such purchase by measures designed to
insure the excludability of the interest thereon from
the gross income of the owners thereof for federal
income tax purposes, the Ci ty sha 11 pay to the Uni ted
States the amount described in paragraph (2) above at
the times, in the installments, to the place, in the
manner, and accompanied by such forms or other
information as is or may be required by section 148(f)
of the Code and the regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence
to assure that no errors are made in the calculations
required by paragraph (2) and, if such error is made,
to discover and promptly to correct such error within
a reasonable amount of time thereafter, including
payment to the United States of any delinquent amounts
owed to it, interest thereon, and any assessed penalty.
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(h) Not to Divert Arbitrage Profits. Except to the extent
permi tted by section 148 of the Code and the regulations and
rulings thereunder, the City shall not, at any time prior to
the earlier of the Stated Maturity or final payment of the
Certificates enter into any transaction that reduces the amount
required to be paid to the United States pursuant to Subsection
(g) of this Section because such transaction results in a
smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the
Certificates not been relevant to either party.
SECTION 24: Sale of the Certificates. The sale of
the Certificates to /;V ~~--r<-.z:?i-E(--<?r- C~-...-n~'~A'c-<1. 56~/?-L;7/ e1 ({,.c~(
/::t.( i;;.e./<<, / 7>,,<-e.e;. I. n-Y'd-<L ?s'ZC / (herein ,/ refe'rred to as t e
"Purchasers") at the price of par and accrued interest to the
date of delivery 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 wi th
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 enti ties of the Ci ty) for the calendar year 1988
will not exceed $10,000,000.
SECTION 26: Official Statement. The Official
Statement prepared in the initial offering and sale of the
Certi f icates by the Ci ty, together wi th a II addendas,
supplements and amendments thereto issued on behalf of the
Ci ty, is hereby approved as to form and content, and the Ci ty
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.
SECTION 27: 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
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Certificate pending the approval thereof by the Attorney
General, the registration thereof by the Comptroller of Public
Accounts and its delivery to the Purchasers.
Furthermo re, the Mayo r , Ci ty See reta ry, Ci ty Manager and
Director of Finance, anyone 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 28: Notices to Holders-Waiver. Wherever this
Ordinance provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein
express ly provided) if in writing and sent by Uni ted 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.
In any case where notice to Holders is given by mail,
neither the failure to mail such notice to any particular
Ho Iders, nor any defect in any not ice so ma i led, sha 11 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 29: 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
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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 30: 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 31: 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 shal1 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 32: 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
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 33: 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 34: 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 35: Effect of Headings.
herein are for convenience only and
construction hereof.
The
shall
Section headings
not affect the
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SECTION 36: 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 37: 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 38: Public Meeting. It is officially found,
determined, and declared that the ~eeting 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 39: Effective Date. That this Ordinance shall
take effect and be in force immediately from and after its
passage, and it is so ordained.
c.
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PASSED AND ADOPTED, this May 24,
(City Seal)
20405
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