HomeMy WebLinkAbout92-2930198 '
ORDINANCE NO. 92-2930
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
PLAINVIEW, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION,
SERIES 1992"; levying an advalorem tax upon all taxable
property in the City and pledging the Net Revenues ~f
the City's Watmweorks and Sewe~ System fo~ the payment
of said Certificates; p~esc~ibing the reruns and de~il~
of such Certificates and ~esolving othe~ matters incident
and related to the iss]mnce, sale, security, payment
and delivery of said Certificates, including the approval
and distribution of any Offir~sl Statement pertaining
thereto; and p~oviding an effective date.
WHEREAS, notice of the City Council's intention to issue certificates of
obligation in the maximum principal amount of $5,000,000 for the purpose of
paying contractual obligations to be incurred for (i) acquiring a landfill site,
landfill construction, and the purchase of equipment therefor, (fi)
construction of improvements and extensions to the City's waterworks and
sewer system and (iii) professional services rendered in connection therewith,
has been duly published in the Plainview Daily Herald, a newspaper hereby
found and determined to be of general circulation in the City of Plainview,
Texas, on July 19, 1992 and July 26, 1992, 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 such certificates and
bearing valid petition signatures of at least 5% of the qualified voters of the
City, has been filed with the City Secretary, any member of the Council 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 prescribed in such notice should be issued and sold at this time;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PLAINVIEW,
TEXAS:
SECTION 1: Authori zation- De.~i ~nation - Principal Amount-Purpose.
Certificates of obligation of the City shall be and are hereby authorized to be
issued in the aggregate principal amount of $5,000,000 (five million) to be
designated and bear the title "CITY OF PLAINVIEW, TEXAS, TAX AND
WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1992" (the "Certificates"), for the
purpose of paying contractual obligations to be incurred for (i) acquiring a
landfill site, landfill construction, and the purchase of equipment therefor,
(ii) construction of improvements and extensions to the City's waterworks and
sewer system, and (iii) professional services rendered in connection
therewith,
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pursuant to authority conferred., by and in conformity with the
Constitution and laws of the S~te of Texas, including V.T.C.A.,
Local Government Code, Subchapter C of Chapter 271.
SECTION 2: Fully Registered Obliqations - Authorized
Denominations-Stated Maturities-Date. The Certificates are
issuable in fully registered form only; shall be dated August 1,
1992 (the "Certificate Date") and shall be in denominations of
$5,000 or any integral multiple thereof and the Certificates shall
become due and payable on September 1 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 Principal Interest
Stated Maturity Amount Rate
1993 $ 8,5,000 7.oo
1994 22'5,000 7, D0 %
1995 240,000 7. OD %
1996 255,000 7.0° %
1997 270,000 7.00%
1998 285,000 ~0%
1999 305,000 5,DO%
2000 325,000 ~.~O %
2001 345,000 ~,DO %
2002 365,000 ~,0o %
2003 390,000 ~00 %
2004 410,000 ~,00 %
2005 440,000 ~.00 %
2006 465,000 S.%9 %
2007 495,000 ~.0~ %
Interest on the CertifiCates shall accrue from the
Certificate Date at the per annum rate(s) shown above in this
Section, and such interest shall be calculated on the basis of a
360-day year of twelve 30-day months. Interest on the
Certificates shall be payable on March 1 and September 1 in each
year, March 1, 1993.
SECTION 3: Term~ of Payment-Payinq Aqent/Reqistrar. The
principal of, premium, if any, and the interest on the
Certificates, due and payable byreason of maturity or 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 chargesrto the Holders.
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The selection and appointment of NationsBank of Texas, N.A.,
Fort Worth, Texas to serVe as Paying Agent/Registrar for the
Certificates is hereby approVed and confirmed and the City agrees
and covenants to be kept and maintained at the principal office of
the Paying Agent/Registrar books and records for the registration,
payment and transfer of the Certificates (the "Security
Register"), all as provided herein, in accordance with the terms
and provisions of a "Paying Agent/Registrar Agreement"
substantially in the form attached hereto as Exhibit A and such
reasonable rules and regulations as the Paying Agent/Registrar and
City may prescribe; and the Mayor and City Secretary are
authorized to execute and deliver such Agreement in connection
with the delivery of the Certificates. The City covenants to
maintain and provide a Paying Agent/Registrar at all times until
the Certificates are paid and discharged, and any successor Paying
Agent/Registrar shall be a bank, trust company, financial
institution or other entity qualified and authorized to serve in
such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the Certificates, the City agrees to promptly cause a written
notice thereof to be sent to each Holder by United States Mail,
first class postage prepaid, which notice shall also give the
address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates shall
be payable at the Stated Maturities or the redemption thereof only
upon presentation and surrender of the Certificates to the Paying
Agent/Registrar at its principal office. Interest on the
Certificates shall be paid by the Paying Agent/Registrar to the
Holders whose name appears in the Security Register at the close
of business on the Record Date (the 15th business day of the month
next preceding each interest payment date) and payment of such
interest shall be (i) by check sent United States Mail, first
class postage prepaid, to the address of the Holder recorded in
the Security Register or (ii) by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Holder. If the date for the payment of the
principal of or interest on the Certificates shall be a Saturday,
Sunday, a legal holiday, or a day when banking institutions in the
City where the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment
shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
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.
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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 September 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 September 1,
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 principal amount of
each Stated Maturity to be redeemed, and the date of redemption
therefor. The decision of the City to exercise the right to
redeem Certificates shall be entered in the minutes of the
governing body of the City.
(c) Selection of Certificates for Redemption. If less than
all Outstanding Certificates of the same Stated Maturity are to be
redeemed on a redemption date, the Paying Agent/Registrar shall
treat such Certificates as representing the number of Certificates
Outstanding which is obtained bydividing the principal amount of
such Certificates by $5,000 and shall select the Certificates, or
principal amount thereof, 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.
Ail notices of redemption shall (i) specify the date of
redemption for the Certificates, (ii) identify the Certificatesto
be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be
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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 thereof by the Holder. If a Certificate is subject by
its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given as
hereinabove provided, such Certificate (or the principal amount
thereof to be redeemed) shall become due and payable and interest
thereon shall cease to accrue from and after the redemption date
therefor; provided moneys sufficient for the payment of such
Certificate (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of
such payment by the Paying Agent/Registrar.
SECTION 5: Reqistration - Transfer - Exchange of
Certificates-Predecessor Certificates. A Security Register
relating to the registration, payment, and transfer or exchange of
the Certificates shall at all times be kept and maintained by the
City at the principal office of the Paying Agent/Registrar, as
provided herein and in accordance with the provisions of an
agreement with the Paying Agent/Registrar and such rules and
regulations as the Paying Agent/Registrar and the City may
prescribe. The Paying Agent/Registrar shall obtain, record, and
maintain in the Security Register the name and address of each and
every owner of the Certificates issued under and pursuant to the
provisions of this Ordinance, or if appropriate, the nominee
thereof. Any Certificate may be transferred or exchanged for
Certificates of other authorized denominations by the Holder, in
person or by his duly authorized agent, upon surrender of such
Certificate to the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for
exchange duly executed by the Holder or by his duly authorized
agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate for transfer at the
principal office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new 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
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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.
Ail Certificates issued in any transfer or exchange of
Certificates shall be delivered to the Holders at the principal
office of the Paying Agent/Registrar or sent by United States
Mail, first class, postage prepaid to the Holders, and, upon the
registration and delivery thereof, the same shall be the valid
obligations of the City, evidencing the same obligation to pay,
and entitled to the same benefits under this Ordinance, as the
Certificates surrendered in such transfer or exchange.
Ail 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 canceled 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 28 hereof and such
new replacement Certificate shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed, or stolen
Certificate.
Neither the City nor the Paying Agent/Registrar shall be
required to issue or transfer to an assignee of a Holder any
Certificate called for redemption, in whole or in part, within 45
days of the date fixed for the redemption of such Certificate;
provided, however, such limitation on transferability shall not be
applicable to an exchange bythe Holder of the unredeemed balance
of a Certificate called for redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions.
Notwithstanding the provisions contained in Sections 3 and 5
hereof relating to the payment, and transfer/exchange of the
Certificates, the City hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement, and transfer
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system provided by The Depository Trust Company (DTC), a limited
purpose trust company organized under the laws of the State of New
York, in accordance with the requirements and procedures
identified in the Letter of Representation, by and between the
City, the Paying Agent/Registrar and DTC (the "Depository
Agreement") relating to the Certificates.
Pursuant to the Depository Agreement and the rules of DTC,
the Certificates shall be deposited with DTC who shall hold said
Certificates for its participants (the "DTC Participants"). While
the Certificates are held by DTC under the Depository Agreement,
the Holder of the Certificates on the Security Register for all
purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual
purchaser or owner of each Certificate (the "Beneficial Owners")
being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as
securities depository for the Certificates or otherwise ceases to
provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Certificates, the City covenants and agrees
with the Holders of the Certificates to cause Certificates to be
printed in definitive form and provide for the Certificates to be
issued and delivered to DTC Participants and Beneficial Owners, as
the case may be. Thereafter, the Certificates in definitive form
shall be assigned, transferred, and exchanged on the Security
Register maintained by the Paying Agent/Registrar and payment of
such Certificates shall be made in accordance with the provisions
of Sections 3 and 5 hereof.
SECTION 7: Execution - Reqistration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned bythe City
Secretary. The signature of said officers on the Certificates may
be manual or facsimile. Certificates bearing the manual or
facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be
duly executed on behalf of the City, notwithstanding that one or
more of the individuals executing the same shall cease to be such
officer at the time of delivery of the Certificates to the initial
purchaser(s) and with respect to Certificates delivered in
subsequent exchanges and transfers, all as authorized and provided
in the Bond Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any purpose,
unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9C,
manually executed by the Comptroller of Public Accounts of the
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State of Texas, or his duly authorized agent, or a certificate of
registration substantially in the form provided in Section 9D,
manually executed by an authorized officer, employee, or
representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate haS been
duly certified, registered, and delivered.
SECTION 8: 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
$5,000,000 with principal installments to become due and payable
as provided in Section 2 hereof and numbered T-i, or (ii) as
fifteen (15) fully registered certificates, being one certificate
for each year of maturity in the applicable principal amount and
denomination and to benumbered consecutively from T-1 and upward
(hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name
of the initial purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the Certificates submitted to the Office
of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of
Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the 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 9: 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 bythis 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
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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.
The City may provide (i) for issuance of one fully registered
Certificate for each Stated Maturity in the aggregate principal
amount of each Stated Maturity and (ii) for registration of such
Certificates in the name of a securities depository, or the
nominee thereof. The Letter of Representations by and among the
City, the Paying Agent/Registrar, and the initial securities
depository (Depository Trust Company) a form of which is attached
hereto asExhibit B, is approved and may be executed by the Mayor
and City Secretary on behalf of the City. The execution of a
Letter of Representations may occur either before or after
delivery of the Certificates to the initial purchasers but shall
not affect the City's obligation to pay the registered owners the
principal of and interest on the Certificates as the same become
due. While any Certificate is registered in the name of a
securities depository or its nominee, references herein and in the
Certificates to the holder or owner of such Certificate shall mean
the securities depository or its nominee and shall not mean any
other person.
B. Form of Certificates.
REGISTERED REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF PLAINVIEW, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1992
Certificate
Date:
August 1, 1992
Interest Rate:
%
Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
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The City of Plainview (hereinafter referred to as the
"City"), a body corporate and municipal corporation in the County
of Hale, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the Registered Owner
named above, or the registered assigns thereof, the Principal
Amount stated above, on the Stated Maturity date specified above
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) on the unpaid Principal
Amount hereof from the Certificate Date at the per annum rate of
interest specified above; such interest being payable on March 1
and September 1 of each year, March 1, 1993. 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
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
on the Record Date or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense
of, the registered owner. If the date for the payment of the
principal of or interest on the Certificates shall be a Saturday,
Sunday, a legal holiday, or a day when banking institutions in the
City where the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment
shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
All payments of principal of, premium, if any, and interest on
this Certificate shall be without exchange or collection charges
to the owner hereof and in any coin or currency of the United
States of America which at the time of payment is legal tender for
the payment of public and private debts.
This Certificate is one of the series specified in its title
issued in the aggregate principal amount of $5,000,000 (herein
referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) acquiring a
landfill site, landfill construction, and the purchase of
equipment therefor, (ii) construction of improvements and
extensions to the City's waterworks and sewer system, and
(iii) professional services rendered in connection therewith,
under and in strict conformity with the Constitution and laws of
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the State of Texas, particularly V.T.C.A., Local Government Code,
Subchapter C of Chapter 271, and pursuant to an Ordinance adopted
by the governing body of the City (herein referred to as the
"Ordinance").
The Certificates maturing on and after September 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 September 1, 2000, or on any
date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption and upon 30 days prior
written notice being sent by United States Mail, first class
postage prepaid, to the registered owners of the Certificates to
be redeemed, and subject to the terms and provisions relating
thereto contained in the Ordinance. If this Certificate (or any
portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption duly given, then upon
such redemption date this Certificate (or the portion of the
principal sum hereof to be redeemed) shall become due and payable,
and interest thereon shall cease to accrue from and after the
redemption date therefor, provided moneys for the payment of the
redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of
such payment by the Paying Agent/Registrar.
In the event of a partial redemption of the principal amount
of this Certificate, payment of the redemption price of such
principal amount shall be made to the registered owner only upon
presentation and surrender of this Certificate to the Paying
Agent/Registrar at its principal office 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
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 bythe 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 bylaw, upon
all taxable property in the City and are additionally payable from
and secured by a lien on and limited pledge of the Net Revenues
(as defined in the Ordinance) of the City's Waterworks and Sewer
System (the ,,System"), such lien and pledge, however, being junior
and subordinate to the lien on and pledge of the Net Revenues of
the System securing the payment of "Prior Lien Obligations" (as
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defined in the Ordinance) hereafter issued by the City. In the
Ordinance, the City reserves and retains the right to issue Prior
Lien Obligations while the Certificates are outstanding without
limitation as to principal amount but subject to any terms,
conditions or restrictions as may be applicable thereto 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 Holder hereof 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 of this Certificate; the conditions upon which the
Ordinance may be amended or supplemented with or without the
consent of the Holders of the Certificates; the rights, duties,
and obligations of the City and the Paying Agent/Registrar; the
terms and provisions upon which the tax levy and the liens,
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 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 fully
registered Certificates of authorized denominations 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, may treat the registered owner hereof whose name appears
on the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of
surrender of this Certificate as the owner entitled to payment of
principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all
other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of nonpayment of interest
on a scheduled payment date and for thirty (30) days thereafter,
a new record date for such interest payment (a "Special Record
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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 covenanted
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 by the levy of a tax and a pledge of the Net Revenues
of the System as aforestated. In case any provision in this
Certificate or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of
the remaining provisions and applications shall not in any way be
affected or impaired thereby. The terms and provisions of this
Certificate and the Ordinance shall be construed in accordance
with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused
this Certificate to be duly executed under the official seal of
the City as of the Certificate Date.
COUNTERSIGNED:
CITY OF PLAINVIEW, TEXAS
Mayor
City Secretary
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Ce
* Form of Registration Certificate of Comptroller of
Public Accounts to Appear on Initial Certificate(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
§
§
§
§
REGISTER NO.
I HEREBY CERTIFY that this Certificate has been examined,
certified as to validity and approved by the Attorney General of
the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER: Do not print on definitive Certificates
Dm
Form of Certificate of Paying Agent/Registrar to Appear
on Certificates (other than the single fully registered
Initial Certificate).
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:
NATIONSBANK OF TEXAS, N.A.
Fort Worth, Texas
as Paying Agent/Registrar
By
Authorized Signature
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291~0
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and
transfers unto (Print or typewrite name, address, and zip code of
transferee:) .....................................................
............................. ) the within Certificate and all
rights thereunder, and hereby irrevocably constitutes and appoints
registration thereof, with full power of substitution in the
premises.
DATED: ..................
Signature guaranteed:
assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Certificate in every particular.
Fm
The Initial Certificate(s) shall be in the form set forth
in Daragraph 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 certificate the
headings "Interest Rate " and "Stated Maturity
"shall both be omitted;
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Dollars
The City of Plainview (hereinafter referred to as the
"City"), a body corporate and municipal corporation in the County
of Hale, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay 'to the Registered Owner
named above, or the registered assigns thereof, the Principal
Amount hereinabove stated, on September 1 in each of the years and
in principal installments in accordance with the following
schedule:
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PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much principal thereof as shall not have been prepaid prior
to maturity) and to pay interest on the unpaid Principal Amount
hereof from the Certificate Date at the per annum rates of
interest specified above computed on the basis of a 360-day year
of twelve 30-day months; such interest being payable on March 1
and September 1 of each year, March 1, 1993. Principal
installments of this Certificate are payable in the year of
maturity or on a prepayment date to the registered owner hereof,
upon its presentation and surrender at the principal office of
NationsBank of Texas, N.A., Fort Worth, Texas (the "Paying
Agent/Registrar"). Interest is payable to the registered owner of
this Certificate whose name appears on the "Security Register"
maintained bythe Paying Agent/Registrar at the close of business
on the "Record Date", which is the 15th 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 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. If the
date for the payment of the principal of or interest on the
Certificates shall be a Saturday, Sunday, a legal holiday, or a
day when banking institutions in the City where the Paying
Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close;
and payment on such date shall have the same force and effect as
if made on the original date payment was due. 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 10: Definitions. That for purposes of this
Ordinance and for clarity with respect to the issuance of the
Certificates, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same
appear herein without qualifying language, are defined to mean as
follows:
(a) The term "Additional Certificates" shall mean
combination tax and revenue certificates of obligation
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29140
hereafter issued under and pursuant to the provisions of
V.T.C.A., Local Government Code, Subchapter C of Chapter
271, or similar law hereafter enacted and payable from
ad valorem taxes and additionally payable from and
secured by a parity lien on and pledge of the Net
Revenues of the System of equal rank and dignity with
the lien and pledge securing the payment of the
Certificates.
(b) The term "Certificates" shall mean $5,000,000
"CITY OF PLAINVIEW, TEXAS, TAX AND WATERWORKS AND SEWER
SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1992" authorized by this Ordinance.
(c) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date annual ad valorem
taxes levied each year by the City become delinquent.
(e) The term "Fiscal Year" shall mean the annual
financial accounting period used with respect to the
operations of the System now ending on September 30th of
each year; provided, however, the City Council may
change, by ordinance duly passed, such annual financial
accounting period to end on another date if such change
is found and determined to be necessary for budgetary or
other fiscal purposes.
(f) The term "Government S~curities" 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 the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(g) The term "Gross Revenues" shall mean all
income, receipts and revenues of every nature derived or
received from the operation and ownership (excluding
gifts and grant moneys, federal or state) of the System,
including earnings and income derived from the
investment or deposit of moneys in any special funds or
accounts created and established for the payment and
security of the Prior Lien Obligations and other
obligations payable in whole or in part from and secured
by a lien on and pledge of the Net Revenues.
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L~140
~140
(h) The term "Net Revenues" shall mean the Gross
Revenues of the System less the expense of operation and
maintenance, including all salaries, labor, materials,
repairs and extensions necessary to render efficient
service, provided, however, that only such repairs and
extensions as in the judgment of the City Council,
reasonably and fairly exercised, 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 the bonds, the previously
issued bonds, and the additional bonds shall be deducted
in determining "net revenues."
(i) The term "Outstanding" when used in this
Ordinance with respect to Certificates means, as of the
date of determination, all Certificates theretofore
issued and delivered under this Ordinance, except:
(1) those Certificates canceled by the
Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Certificates deemed to be duly
paid by the City in accordance with the
provisions of Section 24 hereof by the
irrevocable deposit with the Paying
Agent/Registrar, or an authorized escrow agent,
of money or Government Securities, or both, in
the amount necessary to fully pay the principal
of, premium, if any, and interest thereon to
maturity or redemption, as the case may be,
provided that, if such Certificates are to be
redeemed, notice of redemption thereof shall
have been duly given pursuant to this Ordinance
or irrevocably provided to be given to the
satisfaction of the Paying Agent/Registrar or
waived; and
(3) those Certificates that have been
mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered
and delivered in lieu thereof as provided in
Section 28 hereof.
(j) The term "Prior Lien Obligations" shall mean
all bonds or other similar obligations now outstanding
or hereafter issued other than the Certificates or
Additional Certificates, that are payable in whole or in
part from and secured by a lien on and pledge of the Net
Revenues of the System and such lien and pledge securing
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the payment thereof is prior and superior in claim, rank
and dignity to the lien and pledge of the Net Revenues
securing the payment of the Certificates.
(k) The term "System" shall mean the City's
combined Waterworks and Sanitary Sewer System, including
all present and future extensions, additions,
replacements, and improvements thereto.
SECTION 11: Certificate Fund. That, for the purpose of
paying the interest on and to provide a sinking fund for the
payment and retirement of the Certificates, there shall be and is
hereby created a special'Fund to be designated "SPECIAL 1992 CITY
OF PLAINVIEW, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED
PLEDGE) REVENUE CERTIFICATE OF OBLIGATION FUND", which Fund shall
be kept and maintained at the City's depository bank, and moneys
deposited in said Fund shall be used for no other purpose. Proper
officers of the City are hereby authorized and directed to cause
to be transferred to the Paying Agent for the Certificates, from
funds on deposit in the Certificate Fund, amounts sufficient to
fully pay and discharge promptly each installment of interest and
principal of the Certificates as the same accrues or matures or
comes due by reason of redemption prior to maturity; such
transfers of funds to be made in such manner as will cause
immediately available funds to be deposited with the Paying Agent
for the Certificates at the close of business on the last business
day next preceding each interest and/or 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 12: Tax Levy. That to provide for the payment of
the "Debt Service'Requirements'' on the Certificates being (i) the
interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount
shall be the greater), there shall be and there is hereby levied
for the current year and each succeeding year thereafter while
said Certificates or any interest thereon shall remain
Outstanding, a sufficient tax on each one hundred dollars'
valuation of taxable property in said City, adequate to pay such
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:~9140
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
deposited into the Certificate Fund. This governing body 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.
The amount of taxes to be provided annually for the payment
of the principal of and interest on the Certificates herein
authorized to be issued shall be determined and accomplished in
the following manner:
(a) Prior to the date the City Council establishes the annual
tax rate and passes an ordinance levying ad valorem taxes each
yearf the City Council shall determine:
(1) The amount on deposit in ~he Certificate Fund
after (a) deducting therefrom the total amount of Debt
Service Requirements to become due on Certificates prior
to the Collection Date for the ad valorem taxes to be
levied and (b) adding thereto the amount of Net Revenues
of the System appropriated and allocated to pay such
Debt Service Requirements prior to the Collection Date
for the ad valorem taxes to be levied.
(2) The amount of Net Revenues if any, appropriated
and to be set aside for the paymen~ of the Debt Service
Requirements on the Certificates between the Collection
Date for the taxes then to be levied and the Collection
Date for the taxes to be levied during the next
succeeding calendar year.
(3) The amount of Debt Service Requirements to
become due and payable on the Certificates between the
Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the
next succeeding calendar year.
(b) The amount of taxes to be levied annually each year to
pay the Debt Service Requirements on the Certificates shall be the
amount established in paragraph (3) above less the sum total of
the amounts established in paragraphs (1)and (2), after taking
into consideration delinquencies and costs of collecting such
annual taxes.
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29140
SECTION 13: Limited Pledge of Net Revenues. The City
hereby covenants and agrees that subject to the prior lien on and
pledge of the Net Revenues to the payment and security of the
Prior Lien Obligations, the Net Revenues (within the limitation of
a total amount of $2,500 during the time the Certificates or
interest thereon remain outstanding and unpaid) are hereby
irrevocably pledged to the payment of the principal of and
interest on the Certificates and the pledge of Net Revenues herein
made for the payment of the Certificates shall constitute a lien
on the Net Revenues 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 14: System Fund. The City hereby reaffirms its
covenant and agreement that all Gross Revenues (excluding earnings
from the investment of money held in any special funds or accounts
created for the payment and security of Prior Lien Obligations)
shall be deposited from day to day as collected into a "City of
Plainview, Texas, Waterworks and Sewer System Fund" (hereinafter
called "System Fund") which Fund shall be kept and maintained at
an official depository bank of the City. All moneys deposited in
the System Fund shall be pledged and appropriated 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 operating and maintenance expenses (as
amplified by the definition of Net Revenues in Section
10 of this ordinance) 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 the 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; and
Third: To the payment of the amounts required to
be deposited in the special funds and accounts (the
Certificate Fund) created and established for the
payment of the Certificates and Additional 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.
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29140
SECTION 15: Deposits to Certificate Fund. The City hereby
covenants and agrees to cause to be deposited in the Certificate
Fund from the pledged Net Revenues in the System Fund, an amount
equal to $2,500.
The City covenants and agrees that the amount of pledged Net
Revenues ($2,500), together with ad valorem taxes levied,
collected, and deposited in the Certificate Fund for and on behalf
of the Certificates, will be an amount equal to one hundred
percent (100%) of the amount required to fully pay the interest
and principal due and payable on the Certificates. 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 and the Net Revenues.
SECTION 16: Security of Funds. Ail 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 17: Maintenance of System - Insurance. While the
Certificates remain Outstanding, the City covenants and agrees to
maintain and operate the System with all possible efficiency and
to 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; and 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 18: Rates and Charqes. The City hereby covenants
and agrees that rates and charges for services provided by the
System will be established and maintained, on the basis of all
available information and experience and with due allowance for
contingencies, that are reasonably expected to provide Gross
Revenues to pay:
(a) operating and maintenance expenses (as
amplified by the definition of Net Revenues in Section
10 of this ordinance) of the System;
(b) the interest on and principal of Prior Lien
Obligations and the .amounts required to be deposited
into any special Funds created and established for the
payment and security of the Prior Lien Obligations;
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(c) the amounts required to be deposited in the
special Funds or Accounts (the Certificate Fund) created
for the payment of the Certificates and Additional
Certificates;
(d) any other legally incurred indebtedness payable
from the revenues of the System and/or secured by a lien
on the System or the revenues thereof.
SECTION 19: Records and Accounts - Annual Audit. The City
further covenants and agrees that while any Certificates remain
Outstanding, it will keep and maintain accurate and complete
records and accounts pertaining to the ownership, operation and
maintenance of the System. The Holders of the Certificates or any
duly authorized agent or agents of such Holders shall have the
right to inspect the System and all properties comprising the
same. The City further agrees that following the close of each
Fiscal Year, it will cause an audit of such books and accounts to
be made by an independent firm of Certified Public Accountants.
Copies of each annual audit shall be furnished to the Executive
Director of the Municipal Advisory Council of Texas at his office
in Austin, Texas and upon written request, to the initial
purchaser of the Certificates and anysubsequent Holder of 10% or
more in principal amount of the Certificates Outstanding.
SECTION 20: Remedies in Event of Default. In addition to
all the rights and remedies provided by the laws of the State of
Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the
Certificate Fund, or (b) defaults in the observance or performance
of any other of the covenants, conditions or obligations set forth
in this Ordinance, the owner or owners of any of the Certificates
shall be entitled to a writ of mandamus issued by a court of
proper jurisdiction compelling and requiring the governing body of
the City and other officers of the City to observe and perform any
covenant, condition or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time
to time and as often as may be deemed expedient. The specific
remedies herein provided shall be cumulative of all other existing
remedies and the specification of such remedies shall not be
deemed to be exclusive.
SECTION 21: Special Covenants.
covenants as follows:
The City hereby further
(a) It has the lawful power to pledge the Net
Revenues of the System supporting this issue of
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,Z9140
Certificates and has lawfully exercised said powers
under the Constitution and laws of the State of Texas,
including said power existing under V.T.C.A., Local
Governmental Code, Subchapter C of Chapter 271.
(b) Other than for the payment of the Prior Lien
Obligations and the Certificates, the Net Revenues of
the System have not in any manner been pledged to the
payment of any debt or obligation of the City or of the
System.
SECTION 22: Issuance of Prior Lien Obliqations and
Additional Certificates. The City hereby expressly reserves the
right to hereafter issue Prior Lien Obligations, without
limitation as to principal amount or any other limitation or
restriction.
In addition, the City reserves the right to issue Additional
Certificates, without limitation or any restriction or condition
being applicable to their issuance under the terms of this-
Ordinance, payable from and secured by a lien on and pledge of the
Net Revenues of the System of equal rank and dignity, and on a
parity in all respects, with the lien thereon and pledge thereof
securing the payment of the Certificates.
SECTION 23: Subordinate to 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 ordinances authorizing the
issuance of Prior Lien Obligations, and to the extent of any
irreconcilable conflict between the provisions contained herein
and in ordinances authorizing the issuance of Prior Lien
Obligations, the provisions, agreements and covenants contained
therein shall prevail to the extent of such conflict and be
applicable to this Ordinance but in all respects subject to the
priority of rights and benefits, if any, conferred thereby to the
holders or owners of the Prior Lien Obligations. Notwithstanding
the above, any change or modification affecting the application of
revenues derived from the operation of the System shall not impair
the obligation of contract with respect to the pledge of revenues
herein made for the payment and security of the Certificates.
SECTION 24: Satisfaction of Obliqations of City. If the
city shall pay or cause to be paid, or there shall otherwise be
paid to the Holders, the principal of, premium, if any, and
interest on the Certificates, at the times and in the manner
stipulated in this Ordinance, then the pledge of taxes levied and
29140
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the lien on and pledge of the Net Revenues of the System under
this Ordinance and all covenants, agreements, and other
obligations of the City to the Holders shall thereupon cease,
terminate, and be discharged and satisfied.
Certificates 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 (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, together with all
interest due thereon, shall have been irrevocably deposited with
and held in trust by the Paying Agent/Registrar, or an authorized
escrow agent, or (ii) Government Securities shall have been
irrevocably dePosited in trust with the Paying Agent/Registrar, or
an authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to mature as to
principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient
money, together with any moneys deposited therewith, if any, to
pay when due the principal of and interest on such Certificates,
or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given
or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made) the redemption date
thereof. The City covenants that no deposit of moneys or
Government Securities will be made under this Section and no use
made of any such deposit which would cause the Certificates to be
treated as "arbitrage bonds" within the meaning of Section 148 of
the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar 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 bythe 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
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.
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SECTION 25: Ordinance a Contract - Amendments. This
Ordinance shall constitute a contract with the Holders from time
to time, be binding on the City, and shall not be amended or
repealed by the City so long as any Certificate remains
Outstanding except as permitted in this Section. The City, may,
without the consent of or notice to any Holders of the
Certificates, from time to time and at any time, amend this
Ordinance in any manner not detrimental to the interests of the
Holders of the Certificates, including the curing of any
ambiguity, inconsistency, or formal defect or omission herein. In
addition, the City may, with the written consent of Holders of the
Certificates 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, o]
or times of payment of the
interest on the Certificates
the redemption price, or th
other way modify the ter~
premium, if any, or intere:
rescission shall (1) extend the time
principal of, premium, if any, and
reduce the principal amount thereof,
rate of interest thereon, or in any
of payment of the principal of,
~t 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 26: Notices to Holders - Waivers. 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 mail, neither
the failure to mail such notice to any particular Holders, nor any
defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Certificates. Where this
Ordinance provides for notice in any manner, such notice may be
waived in writing by the Holder entitled to receive such
notice, either before or after the event with respect to which
such notice is given, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the
Paying Agent/Registrar, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon
such waiver.
SECTION 27: Cancellation. Certificates surrendered for
payment, redemption, transfer, or exchange, if surrendered to the
Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the City, shall be delivered to the Paying
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Agent/Registrar and, if not already canceled, shall be promptly
canceled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any
Certificates previously certified or registered and delivered
which the City may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Certificates held by the Paying
Agent/Registrar shall be returned t0 the City.
SECTION 28: Mutilated, Destroyed, Lost and Stolen Certi-
ficates. In case any Certificate shall be mutilated, or
destroyed, lost or stolen, the Paying Agent/Registrar may execute
and deliver a replacement Certificate of like form and tenor, and
in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for
such mutilated Certificate, or in lieu of and in substitution for
such destroyed, lost or stolen Certificate, only upon the approval
of the City and after (i) the filing by the Holder thereof with
the Paying Agent/Registrar of evidence satisfactory to the Paying
Agent/Registrar of the destruction, loss or theft of such
Certificate, and of the authenticity of the ownership thereof and
(ii) the furnishing to the iPaying 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 w~th 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) alllother rights and remedies with
respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Certificates.
SECTION 29: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 29, 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 date of delivery of the Certificates to the initial
purchaser(s) thereo~.
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29140
"Computation Date" has the meaning stated in Treas.
Reg. § 1.148-8(b) (1).
"Gross Proceeds" has the meaning stated in Treas.
Reg. § 1.148-8(d).
"Investment" has the meaning stated in Treas.
Reg. § 1.148-8(e).
"Net Proceeds" of the Certificates means the
proceeds of the Certificates.
"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.
"Rebatable Arbitrage" has the meaning stated in
Treas. Reg. § 1.148-2.
"Yield of"
(1) any Investment shall be computed in
accordance with Treas. Reg. §1.148-2, and
(2) the Certificates has the meaning
stated in Treas. Reg. § 1.148-3. The Yield on
the Certificates is to be computed on a joint
yield basis together with the City's "General
Obligation Bonds, Series 1991," and
"Combination Tax and Solid Waste Disposal
System Revenue Certificates of Obligation,
Series 1991."
(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.
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(c) 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 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 any property acquired, constructed, or improved
with such Gross Proceeds in any activity carried on by any
person or entity other than a state or local government,
unless such use is solely as a member of the general public,
or
(2) not directly or indirectly impose or accept any
charge or other payment for use of Gross Proceeds of the
Certificates or any property the acquisition, construction,
or improvement of which is to be financed directly or
indirectly with such Gross Proceeds, other than taxes of
general application within the City or interest earned on
investments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the regulations and rulings
thereunder, the City shall not use Gross Proceeds of the
Certificates to make or finance loans to any person or entity
other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be
"loaned" to a person or entity if (1) property acquired,
constructed, or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction which creates a
debt for federal income tax purposes, (2) capacity in or service
from such property is committed to such person or entity under a
take-or-pay, output, or similar contract or arrangement, or (3)
indirect benefits, or burdens and benefits of ownership, of such
Gross Proceeds or any property acquired, constructed, or improved
with such Gross Proceeds are otherwise transferred in a
transaction which is the economic equivalent of a loan.
(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 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 of all Investments allocated
to such Gross Proceeds whether then held or previously disposed
of, exceeds the Yield of the Certificates.
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(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
(1) 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 (including the
Certificates but excluding obligations to be redeemed
with Gross Proceeds of the Certificates within 90 days
after the date on which the Certificates are being
issued) is not reasonably expected to exceed $5,000,000.
(i) Oualified Tax Exempt Obliqations. 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 1991 will not exceed $10,000,000.
SECTION 30: Sale of the Certificates. The sale of the
Certificates to ~,~.~.~.~ ~ ~o, (herein referred
to as the "Purchasers%') at'the p~i~e 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 with
the terms of sale.
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SECTION 31: Proceeds of Sale. The proceeds of sale of the
Certificates, excluding the accrued interest received from the
Purchasers, shall 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 pursuant to the Public Funds Investment Act
of 1987 and any investment earnings realized may be expended for
such authorized projects and purposes or deposited in the
Certificate Fund as shall be determined by the City Council. All
surplus proceeds of sale of the Certificates, including investment
earnings, remaining after completion of all authorized projects or
purposes shall be deposited to the credit of the Certificate Fund.
SECTION 32: 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 of the Certificates, and shall take and have charge and
control of the Certificates pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of
Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, City Secretary, City Manager, and
Director of Finance, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and
certifications relating to the City and the issuance of the
Certificates, including a certification as to facts, estimates,
circumstances and reasonable expectations pertaining to the use
and expenditure and investment of the proceeds of the Certificates
as may be necessary for the approval of the Attorney General,
registration bythe 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 to the purchasers.
SECTION 33: official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates by
the City, together with all addenda, 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 ~inancial affairs is true and
correct in all material respects and no material facts have been
omitted therefrom which are necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading. The use of such Official Statement in the
reoffering of the Certificates by the Purchasers is hereby
approved and authorized.
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SECTION 34: Printed Opinion. The Purchaser,s obligation to
accept delivery of the Certificates is subject to being furnished
a final opinion of'Fulbright &Jaworski, Attorneys, approving such
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 35: CUSIP Numbers. That CUSIP numbers may be
printed or typed on the definitive Certificates. It is expressly
provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or
effect as regards the legality thereof and neither the City nor
attorneys approving said Certificates as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on
the definitive Certificates.
SECTION 36: 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 37: Inconsistent Provisions. Ail 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 38: Governinq 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 39: 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 40: Effect of Headings. The Section headings herein
are for convenience only and shall not affect the construction
hereof.
SECTION 41: Construction of Termm. If appropriate in the
context of this Ordinance, words of the singular number shall be
z9140 - 32 -
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 42: Public Meetinq. 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 43: Effective Date. This Ordinance shall take
effect and be in force immediately from and after its passage, and
IT IS SO ORDAINED.
PASSED AND ADOPTED, this llth day of August, 1992.
ATTEST:
CITY OF PLAINVIEW, TEXAS
Mayor
City Secretary
(City Seal)
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