HomeMy WebLinkAboutOrdinances (O-89-732)-08/15/1989
ORD I NANCE NO. 0-89-732
.fJ~
7-/,-/-f1
4,I~pJh,
~
AN ORDINANCE authorizing the issuance of "CITY OF
COLLEYVILLE, 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
providing an effective date.
WHEREAS, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$1,250,000 for the purpose of paying contractual obligations to
be incurred for (i) constructing street improvements, including
drainage incidental thereto and the acquisition of land and
rights-of-way therefor, and (ii) professional services rendered
in connection therewith, has been duly published in Fort Worth
Star Telegram, a newspaper hereby found and determined to be of
general circulation in the City of Colleyville, Texas, on
July 11, 1989 and July 18, 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 and bearing valid petition
signatures of at least 5% of the qualified electors of the
City, has been presented to or filed with the Mayor, City
Secretary or any other official of the City 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
COLLEYVILLE, TEXAS:
SECTION I: 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 $1,250,000, to be designated and bear the
title "CITY OF COLLEYVILLE, 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, including
drainage incidental thereto and the acquisition of land and
rights-of-way therefor, and (ii) professional services rendered
in connection therewith, pursuant to authority conferred by and
in conformi ty wi th the Consti tution 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
August 1, 1989 (the "Certificate Date") and shall be in
denominations of $5,000 or any integral multiple thereof
(wi thin a Sta ted Maturi ty) and the Certi ficates sha 11 become
due and payable on February 1 in each of the years and in
principa 1 amounts (the II Sta ted Maturities") and bear interest
at per annum rates in accordance with the following schedule:
Year of Principal Interest
Stateg. Maturi.ty Amount Rate
1991 $ 20,000 9~\
1992 25,000 I'
1993 25,000 .Z>\
1994 30,000 . I? \
1995 30,000 .'0\
1996 35,000 ~\
1997 35,000 ~\
1998 40,000 . ~ \
1999 40,000 6,'70 \
2000 45,000 ~.8Q\
2001 50,000 0...Cj'lJ \
2002 55,000 '.00 \
2003 55,000 'J. dZ> \
2004 60,000 7.0D\
2005 65,000 7.6ZJ \
2006 70,000 ..,. OS \
2007 75,000 -Jjf\
2008 85,000 .~ \
2009 90,000 '7- or.> \
2010 100,000 7. u() \
2011 105,000 7- au \
2012 115,000 7' dO "
The Certificates shall bear interest on the unpaid
principal amounts from the Certificate Date at the rate per
annum shown abov, in this Section (calculated on the basis of a
S214C
-2-
.~;~
:-........ ..
360-day year of twelve 3D-day months). Interest on the
Certificates shall be payable on February I and August 1 of
each year, commencing February 1, 1990.
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 First City, Texas
Dallas, Dallas, Texas to serve as Paying Agent/Regist-rar 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 wri tten 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
n~xt 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.
-3-
S274C
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 1,
2001, 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 I,
2000 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
principa 1 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.
(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.
-4-
5274C
..
_".__._'M_~"_''''"~_"_ _,,_._____ .' ,.___.'"""---"
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 f.rom 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 wi th 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
/
-5-
S274C
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 Uni ted States
Mai 1, fi rst class, postage prepaid to the Holders, and, upon
the registration and delivery thereof, the same shall- be the
valid obligations of the Ci ty, 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
/
-6-
SZ7~C
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 f acs imi Ie. 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 ei ther 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 $1,250,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-l,
or (ii) as twenty-two (22) fully registered certificates, 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-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
/
-7-
S 2 7 " C
del i very of the Ini tia 1 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 defini tive 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.
-8-
S274C
B.
Form of Certificates.
REGISTERED
$
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEYVILLE, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1989
Certificate Date:
August 1, 1989
Interest Rate: Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of Colleyville (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 February 1
and August 1 in each year, commencing February 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
/
-9-
5274C
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
ti tIe issued in the aggregate principal amount of $1,250,000
(herein referred to as the "Certificates") for the purpose of
paying contractua I obligations to be incurred for (i)
constructing street improvements, including drainage incidental
thereto and the acquisition of land and rights-of-way therefor,
and (ii) professional services rendered in connection
therewith, under and in strict conformity with the Constitution
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 Certi ficates maturing on and after February 1, 2001,
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 1,
2000, or on any date thereafter, at the redemption price of
par, together wi th 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 ;nade to the registered owner
-10-
S274C
.", _ ~_"_,,,.._____-..!.....---.l..,;',..._:"-",_~~_~"._.__"~..~_._,_.._,_,_..._
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
va lorem tax levied, wi thin 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 provis ions 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.
/
-11-
S274C
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
enti tied to paYment of interest hereon, (i i) 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 nei ther the Ci ty 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
/
-12-
S274C
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 Counci I of the City has
caused this Certificate to be duly executed under the official
seal of the City as of the Certificate Date.
CITY OF COLLEYVILLE, TEXAS
COUNTERSIGNED:
Mayor
City Secretary
(SEAL)
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 validi ty 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
Comptrol~er of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER:
Do Not Print on Definitive Certificates
-13-
S274C
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.
Registration Date:
FIRST CITY, TEXAS - DALLAS,
Dallas, Texas
as Paying Agent/Registrar
By
Authorized Signature
E. Form of Assignment.
ASSIGNMENT
FOR
assigns,
address,
VALUE RECEIVED
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 consti tutes
. . . . . . . . . . . . .
all rights
and appoints
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
attorney to transfer the within Certificate on the books kept
for registration thereof, with full power of substi tution 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.
-14-
S274C
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;
(ii) paragraph one shall read as follows:
certificate the
and "Stated
Registered Owner:
Principal Amount:
Dollars
The City of Colleyville (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 February I in each of the years and in principal
installments in accordance with the following schedule:
YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to
maturi ty) 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 I and August I of each year, conunencing February 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 First City, Texas - Dallas, Dallas,
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,
/
-15-
S274C
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 clar i ty 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
$1,250,000 "City of Colleyville, Texas, Waterworks
and Sewer System (Limi ted 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 "Gross Revenues.' shall mean all
income, receipts and revenues of every nature derived
or received from the operation and ownership
(excluding refundable meter deposits, restricted
gifts and grants in aid of construction) of the
System.
/
-16-
S274C
S274C
(g) The term "Maintenance and Operating
Expenses" shall mean all current expenses of
operating and maintaining the System as authorized by
the provisions of Texas Revised Civil Statutes
Annotated Article 1113, as amended, including but not
limited to, all salaries, labor, materials, repairs
and extensions necessary to render efficient service;
provided, however I that only such repairs and
ex tens ions, as in the judgment of the Ci ty Counci I,
reasonably and fairly exercised, are necessary to
maintain the operations and render adequate service
to the Ci ty and the inhabitants thereof, or such as
might be necessary to meet some physical accident or
condition which would otherwise impair obligations
payable from Net Revenues shall be deducted in
determining Net Revenues. Depreciation charges shall
not be considered Maintenance and Operating
Expenses. Maintenance and Operating Expenses shall
include payments under contracts for the purchase 'of
water supply, treatment of sewage or other materials,
goods or services for the System to the extent
authorized by law and the provisions of such contract.
(h) The term "Net Revenues. shall Gross
Revenues of the System, with respect to any period,
after deducting the System's Maintenance and
Operating Expenses during such period.
(i) The term "Outstanding" when
Ordinance wi th respect to Certificates
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 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 Obligations, 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
/
-17-
thereof shall have been duly given
to this Ordinance or irrevocably
to be given to the satisfaction
Paying Agent/ Registrar, or waived;
pursuant
provided
of the
and
(3) those Certificates that have been
muti lated, destroyed, lost, or stolen and
replacement Certificates have been
registered and delivered in lieu thereof as
provided in Section 20 hereof.
(j) The term "Prior Lien Obligations" shall
mean all revenue bonds or other obligations, now
outstanding and hereafter issued, payable 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 Colleyville,
Texas Waterworks and Sewer System Revenue Bonds,
Series 1975, dated January 1, 1975, and originally
issued in the principal amount of $2,000,000, (i:i)
City of Colleyville, Texas Waterworks and Sewer
System Revenue Bonds, Series 1975-A, dated July I,
1975, and originally issued in the principal amount
of $250,000, (iii) City of COlleyville, Texas
Waterworks and Sewer System Revenue Bonds, Series
1981, dated April 1, 1981, and originally issued in
the principal amount of $1,400,000, (iv) City of
Colleyville, Texas Waterworks and Sewer System
Revenue Bonds, Series 1987, dated March I, 1987 and
originally issued in the principal amount of
$1,500,000, (v) City of Colleyville, Texas,
Waterworks and Sewer System Revenue Bonds, Series
1989, dated August 1, 1989 and originally issued in
the principal amount of $750,000 and (vi) City of
Colleyville, Texas, Combination Tax and Junior Lien
Revenue Certificates of Obligation, Series 1982,
dated December I, 1982 and originally issued in the
principal amount of $400,000.
(k) The term '.System" shall mean and include
the waterworks and sewer system of the City, together
with any additions and extensions thereto and
improvements and replacements thereof hereafter
constructed or acquired.
SECTION 10: Certificate Fund. That, for the purpose of
paying the interest on and to provide a sinking fund for the
payment, redemption and reti rement 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
S274C
-18-
I
---
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
irrunediately 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 sha II 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
Counci I 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 avai lable taxing authority of the Ci ty for such
purpose is adequate to permit a legally sufficient tax in
consideration of all other outstanding indebtedness.
-19-
S274C
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 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
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 Gross Revenues,
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.
/
-20-
S274C
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 and Operation - Insurance. The
City shall maintain the System in good condition and operate
the same in an efficient manner and at reasonable cost. In
regard to the operations and properties of the System, the City
also agrees to carry and maintain liability and property damage
insurance of the kind and in the amounts carried by municipal
corporations in Texas owning and operating similar faci lities
and providing like services; provided, however, the Ci ty in
lieu of and/or in combination with carrying such insurance may
self-insure against such perils and risks by establishing
self-insurance reserves. Annually each year not later than the
end of each Fiscal Year, the City shall prepare or cause to be
prepared by a person competent and knowledgable in such matters
a written evaluation of the adequacy of such self-insurance
and/or insurance coverage and of any recommended changes in
regard to the City's insurance/self-insurance policies,
practices and procedures.
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 Ci ty (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 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
/
-21-
S274C
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
Certificates
identified in
of the System
the payment of
of the System.
other than for the payment of the
and the Prior Lien Obligations
Section 9 (j) hereof, the Net Revenues
have not in any manner been pledged to
any debt or obligation of the City or
SECTION 18: Issuance of Prior Lien Obligations. The
Ci ty 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
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 digni ty wi th
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
-22-
S274C
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: Muti lated - 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 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.
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 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.
/
-23-
S274C
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 maturi ty 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 (i i) Government Obligat ions
shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which
Government Obligations 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
Maturi ty thereof or (if notice of redemption has been duly
given or waived or if irrevocable arrangements cherefor
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 wi th the Paying Agent/ Registrar,
or an authorized escrow agent, and all income from Government
Obligations 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 wi th 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
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
/
-24-
S274C
Outstanding except as permitted in this Section. The City may,
wi thout the consent of or not ice to any Ho lders, 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 modi fy the terms of payment of the principa 1 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.
(a) Definitions. When used in this Section 23, 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.
"Computation Date" has the meaning stated in
Treas. Reg. ~ 1.148-8T(b)(1).
"Gross Proceeds" has the meaning stated in
Treas. Reg. ~ 1.148-8T(d).
to Investment" has the meaning stated in Treas.
Reg. ~ 1.148-8T(e).
"Issue Date" means the date on which the
Certificates are first authenticated and delivered to
the initial purchasers against payment therefor.
"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.
"Yield of.'
(I) any Investment shall be computed
in accordance with Treas. Reg. ~1.148-2T,
and
-25-
S274C
(2) the Certificates has the meaning
stated in Treas. Reg. S 1.148-3T.
(b) Not to Cause Interest to Become Taxable. 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
of municipal bond law to the effect that failure to comply with
such covenant will not adversely affect the exclusion of
interest on any Certificate from gross income for federal
income tax purposes pursuant to Section 103 of the Code, the
City shall comply with each of the specific covenants in this
Section. /
(c) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the City, at all times prior to the last
Stated Maturity of Certificates,
(I) shall exclusively own, operate, and possess
all property acquired, constructed or improved
directly or indirectly with Gross Proceeds of the
Certificates and shall not use or permit the use of
such Gross Proceeds 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) shall not directly or indirectly impose or
accept any charge or other payment for use of Gross
Proceeds of the Certificates or for any property
acquired, constructed or improved 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.
(d) No Pr i vate Loan. Except to the extent permi tted 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,
5274C
-26-
constructed, or improved wi th 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.
(e) Not to Invest at Higher Yield. Except to the extent
permitted by section 148 of the Code and the regulations and
rulings thereunder, the Ci ty 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 of all
Investments allocated to such Gross Proceeds whether then held
or previously disposed of, exceeds the Yield / of the
Certificates.
(f) 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.
(g) 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.
(h) 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
(I) the City is a governmental unit with
general taxing powers;
(2) at least 95\ of the Gross Proceeds of the
Certificates will be used for the local governmental
activities of the City;
(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 in which the Certificates are issued is
not reasonably expected to exceed $5,000,000.
S27~C
-27-
SECTION 24: Sale of the Certificates. The sale of
the Ce r t if ica tes to E~L~'- t?;u~f'~f'\ ~ wrt.h:.1C.. :r",,~
(herein referred to as the · Purchasers'. at the price of par
and accrued interest to the date~f delivery, 11 ... c-.-...:- '11
less a discount of $ /Cf ?.s2) -, is hereby approved and
confirmed. Delivery of he Certificates to the Purchasers
shall occur as soon as possible upon payment being made
therefor in accordance with the terms of sale.
SECTION 25: Qyalified 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.
SECTION 27: Proceeds of Sale. The proceeds of sale of
the Certificates, excluding the accrued interest and premium,
if any, 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
Certi fica te Fund as shall be determined by the Ci ty Counci 1.
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,
~l74C
-28-
......,
,.
.-
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
Assistant City Manager, 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 expendi ture 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.
In any case where notice to Holders is given by mai 1,
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
S214C
-29-
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
express ly 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
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.
herein are for convenience only and
construction hereof.
The Section headings
shall not affect the
S274C
-30-
D-1f-73~
be valid,
Ordinance
provision.
and the City Council hereby declares that this
would have been enacted wi thout such invalid
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: Effective Date. This Ordinance shall take
effect and be in force immediately from and after its thi rd
reading and final passage, and it is so ordained.
FIRST READING on July 18, 1989.
SECOND READING on August 1, 1989.
THIRD AND FINAL READING, PASSED AND ADOPTED on August 15,
1989.
CITY OF COLLEYVILLE, TEXAS
ATTEST:: )
~)~
City Secretary
~<_~P~/JffrA~
yor
a~
(City Seal)
APPROVED AS TO FORM:
-~ T)~
City Attorney
/
5274C
-33-