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ORDINANCE NO. 18-3670
ORDINANCE AUTHORIZING THE ISSUANCE OF THE CITY OF
PLAINVIEW, TEXAS GENERAL OBLIGATION BONDS, SERIES 2018;
AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT
OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT, AND OTHER DOCUMENTS
RELATED TO THE ISSUANCE OF THE BONDS; ESTABLISHING
PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE ISSUANCE OF
THE BONDS
THE STATE OF TEXAS
COUNTY OF HALE
CITY OF PLAINVIEW
§
§
§
WHEREAS, on August 17, 2017, the City Council (the "City Council") of the City of
Plainview, Texas (the "Issuer" or "City"), a Texas home -rule municipality, ordered an election to
be held within the City on November 7, 2017 to submit to the voters of the Issuer six
propositions to authorize the issuance of bonds (the "Bond Election"); and
WHEREAS, on October 8, 2017 and October 15, 2017, a Notice of Election was published
in the Plainview Herald, a newspaper, as defined in Section 2051.044, Government Code, as
amended, of general circulation in the Issuer which date is not earlier than the 30th day or later than
the 10th day prior to the Election in accordance with Section 4.003 of the Texas Election Code;
and
WHEREAS, on September 26, 2017, a Notice of Election was duly posted on the bulletin
board of the Issuer used to post notice of meetings of the City Council; and
WHEREAS, on November 7, 2017, the voters of the Issuer authorized the City Council to
issue bonds in one or more series in a total principal amount of $25,255,000, approving the
propositions as required by the Constitution and laws of the State of Texas:
CITY OF PLAINVIEW PROPOSITION A
Shall the City Council of the City of Plainview, Texas be authorized to issue
and sell general obligation bonds of the City in one or more series, in the
total maximum principal amount of $7,150,000 for the permanent public
improvements and public purpose of acquiring, designing, constructing,
reconstructing, improving, expanding and renovating streets, including but
not limited to 24th Street, thoroughfares, alleyways and sidewalks within the
City, including all related storm drainage improvements, traffic light and
signs, bridge and culvert improvements and utility relocation for such
improvements and purpose, and acquisition of land, easements or any right-
of-way therefor, with said general obligation bonds to mature serially or
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otherwise for a specified number of years not to exceed 20 and bear interest
at such rate or rates, not to exceed the respective limits prescribed by law at
the time of issuance, and to be sold at such price or prices, as the City
Council in its discretion shall determine; and to pay such general obligation
bonds by the levy of an annual ad valorem tax, within the limits prescribed
by law, on all taxable property in the City in an amount sufficient to pay the
annual interest on the general obligation bonds and provide a sinking fund to
pay the general obligation bonds at maturity?
CITY OF PLAINVIEW PROPOSITION B
Shall the City Council of the City of Plainview, Texas be authorized to issue
and sell general obligation bonds of the City in one or more series, in the
total maximum principal amount of $6,000,000 for the permanent public
improvements and public purpose of acquiring, designing, constructing,
improving, renovating, relocating, and equipping municipal buildings,
including a new Police Department headquarters and a new City Hall, and
acquisition of land therefor, with said general obligation bonds to mature
serially or otherwise for a specified number of years not to exceed 20 and
bear interest at such rate or rates, not to exceed the respective limits
prescribed by law at the time of issuance, and to be sold at such price or
prices, as the City Council in its discretion shall determine; and to pay such
general obligation bonds by the levy of an annual ad valorem tax, within the
limits prescribed by law, on all taxable property in the City in an amount
sufficient to pay the annual interest on the general obligation bonds and
provide a sinking fund to pay the general obligation bonds at maturity?
CITY OF PLAINVIEW PROPOSITION C
Shall the City Council of the City of Plainview, Texas be authorized to issue
and sell general obligation bonds of the City in one or more series, in the
total maximum principal amount of $5,325,000 for the permanent public
improvements and public purpose of acquiring, designing, constructing,
improving, renovating and equipping a new Fire Station 2, and acquisition of
land therefor, with said general obligation bonds to mature serially or
otherwise for a specified number of years not to exceed 20 and bear interest
at such rate or rates, not to exceed the respective limits prescribed by law at
the time of issuance, and to be sold at such price or prices, as the City
Council in its discretion shall determine; and to pay such general obligation
bonds by the levy of an annual ad valorem tax, within the limits prescribed
by law, on all taxable property in the City in an amount sufficient to pay the
annual interest on the general obligation bonds and provide a sinking fund to
pay the general obligation bonds at maturity?
CITY OF PLAINVIEW PROPOSITION D
Shall the City Council of the City of Plainview, Texas be authorized to issue
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and sell general obligation bonds of the City in one or more series, in the
total maximum principal amount of $3,800,000 for the permanent public
improvements and public purpose of designing, constructing, improving,
expanding, renovating and equipping of the 16`h Street Pool facility, and
acquisition of land therefor, with said general obligation bonds to mature
serially or otherwise for a specified number of years not to exceed 20 and
bear interest at such rate or rates, not to exceed the respective limits
prescribed by law at the time of issuance, and to be sold at such price or
prices, as the City Council in its discretion shall determine; and to pay such
general obligation bonds by the levy of an annual ad valorem tax, within the
limits prescribed by law, on all taxable property in the City in an amount
sufficient to pay the annual interest on the general obligation bonds and
provide a sinking fund to pay the general obligation bonds at maturity?
CITY OF PLAINVIEW PROPOSITION E
Shall the City Council of the City of Plainview, Texas be authorized to issue
and sell general obligation bonds of the City in one or more series, in the
total maximum principal amount of $1,480,000 for the permanent public
improvements and public purpose of designing, constructing, repairing,
expanding, renovating, equipping and improving the Downtown Streetscape,
including new sidewalks, new curbs and gutters, improved lighting,
landscaping, benches, drainage improvements and utility relocation, with
improvements to appurtenances and supporting infrastructure, and
acquisition of land therefor, with said general obligation bonds to mature
serially or otherwise for a specified number of years not to exceed 20 and
bear interest at such rate or rates, not to exceed the respective limits
prescribed by law at the time of issuance, and to be sold at such price or
prices, as the City Council in its discretion shall determine; and to pay such
general obligation bonds by the levy of an annual ad valorem tax, within the
limits prescribed by law, on all taxable property in the City in an amount
sufficient to pay the annual interest on the general obligation bonds and
provide a sinking fund to pay the general obligation bonds at maturity?
CITY OF PLAINVIEW PROPOSITION F
Shall the City Council of the City of Plainview, Texas be authorized to issue
and sell general obligation bonds of the City in one or more series, in the
total maximum principal amount of $1,500,000 for the permanent public
improvements and public purpose of designing, constructing, improving,
expanding, renovating and equipping municipal athletic facilities, including
the existing baseball/softball facilities at Broadway Park and Regional Park,
and acquisition of land therefor, with said general obligation bonds to mature
serially or otherwise for a specified number of years not to exceed 20 and
bear interest at such rate or rates, not to exceed the respective limits
prescribed by law at the time of issuance, and to be sold at such price or
prices, as the City Council in its discretion shall determine; and to pay such
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general obligation bonds by the levy of an annual ad valorem tax, within the
limits prescribed by law, on all taxable property in the City in an amount
sufficient to pay the annual interest on the general obligation bonds and
provide a sinking fund to pay the general obligation bonds at maturity?
WHEREAS, the City Council deems it to be in the best interest of the Issuer and its
citizens to authorize by this Ordinance the issuance and delivery of all of the bonds authorized
herein in the aggregate principal amount of $24,750,000 for the purposes and in the amounts
authorized by the Propositions in a single series at this time; and
WHEREAS, the Bonds are hereinafter authorized and designated to be issued and delivered
pursuant to Chapters 1251 and 1331, Texas Government Code, as amended; and
WHEREAS, the City held a public hearing on February 27, 2018 prior to the adoption of
this Ordinance in accordance with the City Charter; and
WHEREAS, it is hereby found and determined that the meeting at which this Ordinance
was passed was open to the public, and notice of the time, place and purpose of the meeting was
given, all as required by Chapter 551, Texas Government Code; NOW THEREFORE
THE CITY OF PLAINVIEW HEREBY ORDAINS:
ARTICLE I
DEFINITIONS, PURPOSE, AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions. Unless otherwise expressly provided or unless the context clearly
requires otherwise in this Ordinance, the following terms shall have the meanings specified below:
"Bond" means any of the Bonds, which includes collectively the bonds initially issued and
delivered pursuant to this Ordinance and al substitute bonds exchanged therefor, as well as
all other substitute bonds and replacement bonds issued pursuant hereto.
"Bond Date" means the date designated as the date of the Bonds by Section 3.02(a).
"Bonds" means the City's bonds authorized to be issued by Section 3.01.
"Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where the Designated Payment/Transfer Office is
located are required or authorized by law or executive order to close.
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
"Current Interest Bonds" means the Current Interest Bonds designated in Section 3.02 with
respect to which interest is payable on each Interest Payment Date.
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"Debt Service" means, collectively, all amounts due and payable with respect to the Bonds
representing the principal of the Current Interest Bonds and the interest thereon payable at
the times and in the manner provided herein.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Ordinance, its corporate trust office in Austin, Texas or at
such other location designated by the Paying Agent/Registrar, and (ii) with respect to any
successor Paying Agent/Registrar, the office of such successor designated and located as
may be agreed upon by the City and such successor.
"DTC" shall mean The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold
securities to facilitate the clearance and settlement of securities transactions among DTC
Participants.
"Event of Default" means any event of default as defined in Section 10.01.
"Initial Bond" means the Initial Current Interest Bond authorized by Section 3.04(d).
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 8.01(a).
"Interest Payment Date" means with respect to Current Interest Bonds, the date or dates on
which interest on the principal of the Current Interest Bonds is scheduled to be paid, such
dates being each February 15 and August 15, commencing February 15, 2019 until maturity
or prior redemption.
"Maturity" means the date on which the principal of the Current Interest Bonds become due
and payable according to the terms thereof, whether at Stated Maturity or by proceedings
for prior redemption.
"Ordinance" means this Ordinance.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the
Register.
"Paying Agent/Registrar" means initially UMB Bank, NA, Austin, Texas or any successor
thereto as provided in this Ordinance.
"Paying Agent Registrar Agreement" means the Paying Agent/Registrar Agreement
between the Paying Agent/Registrar and the City relating to the Bonds.
"Project Fund" means the construction fund established by 8.01(b).
"Purchaser" means Robert W. Baird & Co., Inc.
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"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register" means the Bond register required by Section 3.06(a).
"Representation Letter" means the Blanket Letter of Representations between the City and
DTC.
"Special Payment Date" means the date that is fifteen (15) days after the Special Record
Date, as described in Section 3.03(e).
"Special Record Date" means the new record date for interest payment established in the
event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, as described in Section 3.03(e).
"State" means the State of Texas.
"Stated Maturity" means the respective stated maturity dates of the Bonds specified in
Section 3.02(c).
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of Debt Service or money set aside for the payment of Bonds duly called for
redemption prior to Stated Maturity and remaining unclaimed by the Owners of such Bonds
for 90 days after the applicable payment or redemption date.
Section 1.02 Other Definitions. The capitalized terms defined in the preamble to this
Ordinance shall have the meanings assigned to them in the preamble of this Ordinance.
Section 1.03 Findings. The declarations, determinations and findings declared, made and
found in the preamble to this Ordinance are hereby adopted, restated and made a part of the
operative provisions hereof.
Section 1.04 Titles and Headings. The table of contents, titles and headings of the
Articles and Sections of this Ordinance have been inserted for convenience of reference
only and are not to be considered a part hereof and shall not in any way modify or restrict
any of the terms or provisions hereof and shall never be considered or given any effect in
construing this Ordinance or any provision hereof or in ascertaining intent, if any question
of intent should arise.
Section 1.05 Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa,
and words of the singular number shall be construed to include correlative words of the
plural number and vice versa.
(b) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein to sustain the validity of this Ordinance.
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(c) All article and section references shall mean references to the respective
articles and sections of this Ordinance unless designated otherwise.
Section 1.06 Amendment of Ordinance.
(a) The City reserves the right to amend this Ordinance without the consent of any
holder for the purpose of amending or supplementing the Ordinance to (i) cure any
ambiguity, defect or omission therein that does not materially adversely affect the interests
of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add
events of default as shall not be inconsistent with the provisions of the Ordinance that do
not materially adversely affect the interests of the holders, (iv) qualify the Ordinance under
the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws
from time to time in effect or (v) make such other provisions in regard to matters or
questions arising under the Ordinance that are not inconsistent with the provisions thereof
and which, in the opinion of Bond Counsel for the City, do not materially adversely affect
the interests of the Registered Owners.
(b) Except as provided in paragraph (a) above, the Registered Owners of the
Bonds, aggregating in principal amount 510.0 of the outstanding Bonds, shall have the right
from time to time to approve any amendment not described above to this Ordinance if it is
deemed necessary or desirable by the City; provided, however, that without the consent of
10000 of the Registered Owners in original principal amount of the then outstanding Bonds
so affected, no amendment may be made for the purpose of: (i) making any change in the
maturity of any of the outstanding Bonds; (ii) reducing the rate of interest borne by any of
the outstanding Bonds; (iii) reducing the amount of the principal of, or redemption
premium, if any, payable on any outstanding Bonds; (iv) modifying the terms of payment of
principal or of interest or redemption premium on outstanding Bonds, or imposing any
condition with respect to such payment; or (v) changing the minimum percentage of the
principal amount of the Bonds necessary for consent to such amendment.
Section 1.07 Purpose of the Bonds.
The Bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal
amount of $24,750,000 for paying all or a portion of the Issuer's contractual obligations incurred
or to be incurred for the purposes described in Propositions A through E approved by the voters on
November 7, 2017, including: (1) acquiring, designing, constructing, reconstructing,
improving, expanding and renovating streets, including but not limited to 24th Street,
thoroughfares, alleyways and sidewalks within the City, including all related storm drainage
improvements, traffic light and signs, bridge and culvert improvements and utility
relocation for such improvements and purpose, and acquisition of land, easements or any
right-of-way therefor, and (2) acquiring, designing, constructing, improving, renovating,
relocating, and equipping municipal buildings, including a new Police Department
headquarters and a new City Hall, and acquisition of land therefor, and (3) acquiring,
designing, constructing, improving, renovating and equipping a new Fire Station 2, and
acquisition of land therefor and (4) designing, constructing, improving, expanding,
renovating and equipping of the 16`h Street Pool facility, and acquisition of land therefor
and (5) designing, constructing, improving, expanding, renovating and equipping of the 16th
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Street Pool facility, and acquisition of land therefor and (6) designing, constructing,
repairing, expanding, renovating, equipping and improving the Downtown Streetscape,
including new sidewalks, new curbs and gutters, improved lighting, landscaping, benches,
drainage improvements and utility relocation, with improvements to appurtenances and
supporting infrastructure, and acquisition of land therefor and (7) designing, constructing,
improving, expanding, renovating and equipping municipal athletic facilities, including the
existing baseball, softball facilities at Broadway Park and Regional Park, and acquisition of
land therefor and (8) the payment of professional services in connection therewith including legal,
fiscal and engineering fees and the costs of issuance in connection with the Bonds.
ARTICLE II
SECURITY FOR THE BONDS
Section 2.01 Tax Levy.
(a) Pursuant to the authority granted by the Constitution and laws of the State,
there is hereby levied for the current year and for each succeeding year hereafter while any
of the Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on each
one hundred dollars valuation of taxable property within the City, at a rate sufficient, within
the limits prescribed by law, to pay the Debt Service and the principal of the Bonds when
due and payable, and to fund the maintain the Interest and Sinking Fund created by Section
8.01 of this Ordinance as required by law, with full allowance being made for delinquencies
and costs of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year
against all property appearing on the tax rolls of the City most recently approved in
accordance with law and the money thus collected shall be deposited as collected to the
Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in
or required by hereby to be deposited to the Interest and Sinking Fund are hereby pledged
and committed irrevocably to the payment of Debt Service in accordance with the terms of
the Bonds and this Ordinance, within the limits prescribed by law.
(d) To the extent the City has available funds which may be lawfully used to pay
Debt Service and such funds are on deposit in the Interest and Sinking Fund in advance of
the time when the City Council is scheduled to set a tax rate for any year, then such tax rate
which otherwise would be required to be established pursuant to subsection (a) of this
Section may be reduced to the extent and by the amount of such funds then on deposit in the
Interest and Sinking Fund.
(e) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds
and the pledge of the ad valorem taxes granted by the City under this Section, and is
therefore valid, effective, and perfected. If Texas law is amended at any time while the
Bonds are outstanding and unpaid such that the pledge of the ad valorem taxes granted by
the City under this Section is to be subject to the filing requirements of Chapter 9, Texas
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Business & Commerce Code, then in order to preserve the Owners of the Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
Section 2.01 Tax Rate Limitation. All taxable property within the City is subject to the
assessment, levy and collection by the City of a continuing, direct annual ad valorem tax
sufficient to provide for the payment of principal and interest on all ad valorem tax debt
within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is
applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100
Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City
adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable
Assessed Valuation. Administratively, the Attorney General of the State of Texas will
permit allocation of $1.50 of the $2.50 maximum tax rate for all General Obligation debt
service, as calculated at the time of issuance and based on a 90° o collection rate.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS
Section 3.01 Designation and Authorization. The City's Bonds to be designated "CITY OF
PLAINVIEW, TEXAS GENERAL OBLIGATION BONDS, SERIES 2018" are hereby
authorized to be issued and delivered in the aggregate principal amount of $24,750,000 in
accordance with the Constitution and laws of the State of Texas, including particularly Chapters
1251 and 1331, Texas Government Code, as amended. The Bonds shall be issued as Current
Interest Bonds for the purposes described in Section 1.07 of this Ordinance and paying the costs
of issuing the Bonds.
Section 3.02 Date, Denomination, Maturities, and Interest.
(a) The Bonds shall be dated February 15, 2018, and shall be issued, sold, and
delivered in fully registered form, without coupons.
(b) The Current Interest Bonds shall be in the denomination of $5,000 principal
amount or any integral multiple thereof and shall be numbered separately from R-1 upward,
except the Initial Current Interest Bond, which shall be numbered T-1 and payable to the
Registered Owners (initially, UMB BANK, NA, Austin, Texas). Or to the registered
assignee or assignees of the Bonds or any portion or portions thereof (in each case, the
"Registered Owner"). The Bonds shall mature and be payable as set forth in the table below. The
term "Bond" as used in this Ordinance shall mean and include collectively the bonds initially issued
and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all
other substitute bonds and replacement bonds issued pursuant hereto.
(c) The Current Interest Bonds shall mature on February 15 in the years and in
the principal amounts and shall bear interest at the per annum rates set forth in the following
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schedule:
Stated
Maturity
(215)
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Current Interest
Principal
Amount
450,000
845,000
885,000
935,000
980,000
1,030,000
1,085,000
1,140,000
1,195,000
1,250,000
Interest
Rate
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
4.000%
Serial Bonds
Stated
Maturity
(2'15)
2031
2032
2033
2034
2035
2036
2037
2038
Current Interest Term Bonds
Stated
Maturity
(2 15)
2030 2,630,000 3.000°0
Principal
Amount
Principal
Amount
Interest
Rate
1,375,000
1,420,000
1,465,000
1,510,000
1,560,000
1,610,000
1,665,000
1,720,000
Interest
Rate
3.000%
3.000%
3.125%
3.125%
3.250%
3.250%
3.375%
3.375%
(d) Interest shall accrue and be paid on each Current Interest Bond, respectively,
until the principal amount thereof has been paid or provision for such payment has been
made, from the later of the date of initial delivery of the bonds or the most recent Interest
Payment Date to which interest has been paid or provided for at the rate per annum for each
respective maturity specified in the schedules contained in subsection (c) above. Such
interest shall be payable on each Interest Payment Date and shall be computed on the basis
of a 360 -day year of twelve 30 -day months.
Section 3.03 Medium, Method and Place of Payment.
(a) Debt Service shall be paid in lawful money of the United States of America.
(b) Interest on each Current Interest Bond shall be paid by check dated as of the
Interest Payment Date, and sent first class United States mail, postage prepaid, by the
Paying Agent/Registrar to each Owner, as shown in the Register at the close of business on
the Record Date, at the address of each such Owner as such appears in the Register or by
such other customary banking arrangements acceptable to the Paying Agent/Registrar and
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the person to whom interest is to be paid; provided, however, that such person shall bear all
risk and expense of such other customary banking arrangements.
(c) The principal of each Current Interest shall be paid to the Owner thereof at
Maturity upon presentation and surrender of such Bond at the Designated Payment/Transfer
Office of the Paying Agent/Registrar.
(d) If the date for the payment of Debt Service is not a Business Day, the date
for such payment shall be the next succeeding Business Day, and payment on such date
shall for all purposes be deemed to have been made on the due date thereof as specified in
this Section.
(e) 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 special payment date of the past due interest (the "Special Payment Date,"
which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
Business Days prior to the Special Record Date by United States mail, first class, postage
prepaid, to the address of each Owner of a Bond appearing on the books of the Paying
Agent/Registrar at the close of business on the last Business Day next preceding the date of
mailing of such notice.
(f) Unclaimed Payments shall be segregated in a special account and held in
trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds
to which the Unclaimed Payments pertain. Subject to Title 6, Texas Property Code,
Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three (3)
years after the applicable payment or redemption date shall be applied to the next payment
or payments on the Bonds thereafter coming due and, to the extent any such money remains
after the retirement of all outstanding Bonds, shall be paid to the City to be used for any
lawful purpose. Thereafter, neither the City, the Paying Agent/Registrar nor any other
person shall be liable or responsible to any holders of such Bonds for any further payment
of such unclaimed moneys or on account of any such Bonds, subject to Title 6, Texas
Property Code.
Section 3.04 Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor (or in his
absence, the Mayor Pro -tem) and the City Secretary, by their manual or facsimile
signatures, and the official seal of the City may, but shall not be required to, be impressed or
placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same
effect as if each of the Bonds had been signed manually and in person by each of said
officers, and such facsimile seal on the Bonds shall have the same effect as if the official
seal of the City had been manually impressed upon each of the Bonds.
(b) In the event any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or
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before the delivery thereof, such facsimile signature nevertheless shall be valid and
sufficient for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit of this Ordinance unless and until there
appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided
herein, duly authenticated by manual execution by an officer or duly authorized signatory of
the Paying Agent/Registrar. It shall not be required that the same officer or authorized
signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on
all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described
above, the Initial Bond delivered at the Closing Date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided herein, manually
executed by the Comptroller of Public Accounts of the State of Texas, or by his duly
authorized agent, which certificate shall be evidence that the Initial Bonds have been duly
approved by the Attorney General of the State of Texas and that they are valid and binding
obligations of the City, and have been registered by the Comptroller of Public Accounts of
the State of Texas.
(d) On the Closing Date, an initial bond (the "Initial Bond"), being a single
Initial Current Interest Bond representing the entire principal amount of the Current Interest
Bonds, such Initial Bond to be payable in stated installments to the Purchaser or its
designee, each such Initial Bond to be executed by manual or facsimile signature of the
Mayor or Mayor Pro -tem and the City Secretary, approved by the Attorney General, and
registered and manually signed by the Comptroller of Public Accounts, will be delivered to
the Purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver registered definitive Bonds to DTC
in accordance with Section 3.10.
3.05 Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the
Owner as the absolute owner of such Bond for the purpose of making and receiving
payment of the principal or Maturity Amount thereof, as applicable, for the further purpose
of making and receiving payment of the interest thereon (subject to the provisions herein
that for the Current Interest Bonds interest is to be paid to the person in whose name the
Current Interest Bond is registered on the Record Date), and for all other purposes, whether
or not such Bond is overdue, and neither the City nor the Paying Agent/Registrar shall be
bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and
shall discharge the liability of the City and the Paying Agent/Registrar upon such Bond to
the extent of the sums paid.
3.06. Registration, Transfer, Conversion, Exchange, and Authentication.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at its Designated Payment/Transfer Office a bond register in which,
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subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond to the Paying Agent/Registrar at the Designated Payment/Transfer
Office with such endorsement or other instrument of transfer and assignment acceptable to
the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the
Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender
thereof at the Designated Payment/Transfer Office for a Bond or Bonds of the same
maturity and interest rate and in any denomination or denominations of any integral
multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal
amount of the Bonds presented for exchange.
(d) The Paying Agent/Registrar is hereby authorized to authenticate and deliver
Bonds transferred or exchanged in accordance with this Section. A new Bond or Bonds will
be delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or
exchanged, at the Designated Payment/Transfer, or sent by United States mail, first class,
postage prepaid, to the Owner or his designee. Each Bond delivered by the Paying
Agent/Registrar in accordance with this Section shall constitute an original contractual
obligation of the City and shall be entitled to the benefits and security of this Ordinance to
the same extent as the Bond or Bonds in lieu of which such Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration, any
subsequent transfer, or exchange for a different denomination of any of the Bonds. The
Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover
any tax or other governmental charge that is authorized to be imposed in connection with
the registration, transfer or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to transfer
or exchange any Bond called for redemption within 45 days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the registered owner of the uncalled balance of a Bond.
Section 3.07 Cancellation. All Bonds paid or redeemed before Stated Maturity in
accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or
replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall
be cancelled upon the making of proper records regarding such payment, exchange or
replacement. The Paying Agent/Registrar shall dispose of such cancelled Bonds in the
manner required by the Securities Exchange Act of 1934, as amended.
Section 3.08 Temporary Bonds.
(a) Following the delivery and registration of the Initial Bonds and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the
City's request, the Paying Agent/Registrar shall authenticate and deliver, one or more
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temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of
which they are delivered, without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the City executing such temporary
Bonds may determine, as evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form
shall be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to
the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation
and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the
Paying Agent/Registrar shall cancel the Bonds in temporary form and authenticate and
deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive
form, in the authorized denomination, and in the same aggregate principal amount as the
Bond or Bonds in temporary form surrendered. Such exchange shall be made without the
making of any charge therefor to any Owner.
Section 3.09 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to
pay a sum sufficient to cover any tax or other governmental charge that is authorized to be
imposed in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding, provided that the Owner first complies with the
following requirements:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
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(c) After the delivery of such replacement Bond, if a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the person to whom it was delivered or any person taking therefrom.
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in
its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due
and payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10 Book -Entry Only System.
(a) The definitive Bonds shall be initially issued in the form of a separate single fully
registered Current Interest Bond for each of the maturities thereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of
DTC, and except as provided in Section 3.11 hereof, all of the outstanding Bonds shall be
registered in the name of Cede & Co., as nominee of DTC.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of
DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in
the Bonds, except as provided in this Ordinance. Without limiting the immediately preceding
sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any
other person, other than an Owner, of any notice with respect to the Bonds, including any notice
of redemption, or (iii) the payment to any DTC Participant or any other person, other than an
Owner, of any amount with respect to Debt Service. The Paying Agent/Registrar shall pay all
Debt Service only to or upon the order of the respective Owners, as provided in this Ordinance,
or their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of, Debt
Service to the extent of the sum or sums so paid. No person other than an Owner, shall receive a
Bond certificate evidencing the obligation of the City to make payments of amounts due
pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions in this Ordinance with respect to interest checks being mailed to the
registered Owner at the close of business on the Record Date, the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
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Section 3.11 Successor Securities Depository; Transfer Outside Book -Entry Only System. In
the event that the City or the Paying Agent/Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the Representation Letter, and that it is in
the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/ Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants, as identified by DTC, of the appointment of such successor securities depository
and transfer one or more separate Bonds to such successor securities depository or (ii) notify
DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and
transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being
registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered
in the name of the successor securities depository, or its nominee, or in whatever name or names
Owners transferring or exchanging Bonds shall designate, as applicable, in accordance with the
provisions of this Ordinance.
Section 3.12 Payments to Cede & Co. Notwithstanding any other provision of this Ordinance
to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of
DTC, all payments of Debt Service on such Bonds, and all notices with respect to such Bonds,
shall be made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 The Bonds shall be subject to redemption before Stated Maturity only as provided
in this Article IV.
Section 4.02 Optional Redemption.
(a) The City reserves the right to redeem Current Interest Bonds maturing on or
after February 15, 2028, in whole or in part, prior to Stated Maturity, on February 15, 2027,
or on any date thereafter, such redemption date or dates to be fixed by the City, at a
redemption price equal to the principal amount thereof plus accrued interest to the
redemption date.
(b) The City, at least 45 days before the redemption date, unless a shorter period
shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar
of such redemption and of the principal amount of Current Interest Bonds to be redeemed.
Section 4.03 Mandatory Sinking Fund Redemption.
(a) Current Interest Tenn Bonds. The Current Interest Term Bonds stated to
mature on February 15 in the year 2030 are subject to scheduled mandatory redemption and
will be redeemed by the City, in part at a price equal to the principal amount thereof,
without premium, plus accrued interest to the redemption date, out of moneys available for
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such purpose in the Interest and Sinking Fund, on the dates and in the respective principal
amounts as set forth in the following schedules:
Term Bond due February 15, 2030
February 15, 2029
$1,295,000
February 15, 2030*
$1,335,000
* Maturity
(b) At least forty-five (45) days prior to each scheduled mandatory redemption
date, the Paying Agent/Registrar shall select for redemption by lot, or by any other
customary method that results in a random selection, a principal amount of Current Interest
Term Bonds equal to the aggregate principal amount of such Current Interest Term Bonds
to be redeemed, shall call such Current Interest Term Bonds for redemption on such
scheduled mandatory redemption date, and shall give notice of such redemption, as
provided in Section 4.05.
(c) The principal amount of the Current Interest Term Bonds required to be
redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.03 shall be
reduced, at the option of the City, by the principal amount of any Current Interest Term
Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall
have been acquired by the City at a price not exceeding the principal amount of such
Current Interest Term Bonds plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed
pursuant to the optional redemption provisions hereof and not previously credited to a
mandatory sinking fund redemption.
Section 4.04 Partial Redemption.
(a) If less than all of the Current Interest Bonds are to be redeemed pursuant to
Section 4.02(a), the City shall determine the maturities and the principal amount thereof to
be redeemed and shall direct the Paying Agent/Registrar to call by lot such Current Interest
Bonds for redemption.
(b) A portion of a single Current Interest Bond of a denomination greater than
$5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral
multiple thereof. The Paying Agent/Registrar shall treat each $5,000 portion of such
Current Interest Bond as though it were a single Bond for purposes of selection for
redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying
Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and
deliver exchange Bonds in an aggregate principal amount or Maturity Amount equal to the
unredeemed principal amount or Maturity Amount of the Bond so surrendered, such
exchange being without charge.
(d) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount or Maturity Amount to be redeemed of any Bond as to which only a
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portion thereof is to be redeemed.
Section 4.05 Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 30 days
before the date fixed for redemption, to the Owner of each Bond or portion thereof to be
redeemed, at the address shown on the Register.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds
outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed
to have been duly given, whether or not the Owner receives such notice.
(d) The City reserves the right to give notice of its election or direction to
redeem Current Interest Bonds under Section 4.02 conditioned upon the occurrence of
subsequent events. Such notice may state (i) that the redemption is conditioned upon the
deposit of moneys and, or authorized securities, in an amount equal to the amount necessary
to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be
authorized by law, no later than the redemption date or (ii) that the City retains the right to
rescind such notice at any time prior to the scheduled redemption date if the City delivers a
certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar
to rescind the redemption notice, and such notice and redemption shall be of no effect if
such moneys and `or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional
notice of redemption to the affected Owners. Any Current Interest Bonds subject to
conditional redemption where redemption has been rescinded shall remain Outstanding, and
the rescission shall not constitute an Event of Default. Further, in the case of a conditional
redemption, the failure of the City to make moneys and or authorized securities available in
part or in whole on or before the redemption date shall not constitute an Event of Default.
Section 4.06 Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date, and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the redemption price of
the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the redemption price of such Bond to the date of redemption from the
money set aside for such purpose. Interest on any Bond called for redemption shall be paid to
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the Owner in accordance with the provisions of Section 3.03(b) of this Ordinance.
Section 4.07 Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on
the date fixed for redemption; thereafter, unless the City defaults in its obligation to make
provision for the payment of the redemption price, such Bonds or portions thereof shall cease to
bear interest from the date fixed for redemption, whether or not such Bonds are presented and
surrendered for payment on such date.
(b) If the City shall fail to make provision for the payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear or
accrue interest as provided in such Bond until due provision is made for the payment of same by
the City.
Section 4.08 Lapse of Payment. Money set aside for the redemption of the Bonds and
remaining unclaimed by the Owners thereof shall be subject to the provisions of
Section 3.03(0 hereof.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01 Appointment of Initial Paying Agent/Registrar.
(a) The City hereby appoints UMB BANK, NA, Austin, Texas as the initial Paying
Agent/Registrar for the Bonds.
(b) The execution and delivery of the Paying Agent/Registrar Agreement
substantially in the form presented at this meeting, specifying the duties and responsibilities
of the City and the Paying Agent/Registrar, is hereby approved with such changes as may
be approved by the Mayor of the City, and the Mayor and Secretary of the City are hereby
authorized to execute such agreement.
Section 5.02 Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust
company organized under the laws of the State of Texas, or any other entity duly qualified and
legally authorized to serve as and perform the duties and services of paying agent and registrar
for the Bonds.
Section 5.03 Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
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Section 5.04 Termination. The City reserves the right to terminate the appointment of any
Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated (i) 45
days written notice of the termination of the appointment and of the Paying Agent/Registrar
Agreement, stating the effective date of such termination, and (ii) appointing a successor Paying
Agent/Registrar; provided, that, no such termination shall be effective until a successor paying
agent/registrar has assumed the duties of paying agent/registrar for the Bonds.
Section 5.05 Notice of Change to Owners. Promptly upon each change in the entity serving as
Paying Agent/Registrar, the City will cause notice of the change to be sent to each Owner by first
class United States mail, postage prepaid, at the address in the Register, stating the effective date
of the change and the name and mailing address of the replacement Paying Agent/Registrar.
Section 5.06 Agreement to Perform Duties and Functions. By accepting the appointment as
Paying Agent/Registrar, the Paying Agent/Registrar is deemed to have agreed to the provisions
of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar
prescribed hereby.
Section 5.07 Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such
Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the
Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the
successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01 Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bonds (i) shall be substantially in the form set forth in
this Article, with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance, and (ii) 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 any reproduction of an opinion of counsel) and information regarding
the issuance of any bond insurance policy thereon as, consistently herewith, may be determined
by the City or by the officers executing such Bonds, as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The Bonds shall be typewritten, photocopied, printed, lithographed, or engraved,
and may be produced by any combination of these methods or produced in any other similar
manner, all as determined by the officers executing such Bonds, as evidenced by their execution
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thereof.
Section 6.02 Form of the Current Interest Bonds. The form of the Current Interest Bonds,
including the form of the Registration Certificate of the Comptroller of Public Accounts of the
State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of Assignment
appearing on the Current Interest Bonds, shall be substantially as follows:
(a) Form of Current Interest Bond.
REGISTERED
No.
United States of America
State of Texas
CITY OF PLAINVIEW, TEXAS
(HALE COUNTY)
GENERAL OBLIGATION BONDS, SERIES 2018
CURRENT INTEREST BOND
REGISTERED
INTEREST RATE MATURITY DATE BOND DATE CUSIP NUMBER
0/0 February 15 February 15, 2018
The City of Plainview, Texas (the "City"), in Hale County, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless the payment of the principal hereof shall have been paid or provided for, and to pay
interest on such principal amount from the later of the date of initial delivery of the Bonds
or the most recent interest payment date to which interest has been paid or provided for until
payment of such principal amount has been paid or provided for, 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 to be paid semiannually on February 15 and August 15 of each year,
commencing February 15, 2019.
The principal of this Bond shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Bond at the
corporate trust office in Dallas, Texas or such other location designated by the Paying
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Agent/Registrar (the "Designated Payment/Transfer Office"), of UMB BANK, NA, Austin.
Texas as initial Paying Agent/Registrar, or, with respect to a successor paying
agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on
this Bond is payable by check dated as of the interest payment date, mailed by the Paying
Agent/Registrar to the registered owner at the address shown on the registration books kept
by the Paying Agent/Registrar, or by such other customary banking arrangements
acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid;
provided, however, that such person shall bear all risk and expense of such other customary
banking arrangements. For the purpose of the payment of interest on this Bond, the
registered owner shall be the person in whose name this Bond is registered at the close of
business on the "Record Date," which shall be the last business day of the month next
preceding such interest payment date. In the event of a nonpayment of interest on a
scheduled payment date, and for thirty 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 special payment date of the past due interest (the
"Special Payment Date," which date shall be fifteen days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States
mail, first class, postage prepaid, to the address of each owner of a Bond appearing on the
books of the Paying Agent/Registrar at the close of business on the last business day next
preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday,
legal holiday, or day on which banking institutions are required or authorized to close, and
payment on such date shall for all purposes be deemed to have been made on the original
date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof in the
aggregate principal amount of $24,750,000 (herein referred to as the "Bonds"), issued
pursuant to a certain ordinance of the City (the "Ordinance") for the purposes described in
Propositions A through E approved by the voters on November 7, 2017, and further described in this
Ordinance, including: (1) acquiring, designing, constructing, reconstructing, improving,
expanding and renovating streets, including but not limited to 24th Street, thoroughfares,
alleyways and sidewalks within the City, including all related storm drainage
improvements, traffic light and signs, bridge and culvert improvements and utility
relocation for such improvements and purpose, and acquisition of land, easements or any
right-of-way therefor, and (2) acquiring, designing, constructing, improving, renovating,
relocating, and equipping municipal buildings, including a new Police Department
headquarters and a new City Hall, and acquisition of land therefor, and (3) acquiring,
designing, constructing, improving, renovating and equipping a new Fire Station 2, and
acquisition of land therefor and (4) designing, constructing, improving, expanding,
renovating and equipping of the 16`h Street Pool facility, and acquisition of land therefor
and (5) designing, constructing, improving, expanding, renovating and equipping of the 16th
Street Pool facility, and acquisition of land therefor and (6) designing, constructing,
repairing, expanding, renovating, equipping and improving the Downtown Streetscape,
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including new sidewalks, new curbs and gutters, improved lighting, landscaping, benches,
drainage improvements and utility relocation, with improvements to appurtenances and
supporting infrastructure, and acquisition of land therefor and (7) designing, constructing,
improving, expanding, renovating and equipping municipal athletic facilities, including the
existing baseball softball facilities at Broadway Park and Regional Park, and acquisition of
land therefor and (7) the payment of professional services in connection therewith including legal,
fiscal and engineering fees and the costs of issuance in connection with the Bonds. The Bonds
are issued as "Current Interest Bonds," which total $24,750,000 principal amount and pay
accrued interest at stated intervals to the registered owners thereof. This Bond is a Current
Interest Bond payable as to principal and interest as herein provided.
The City reserves the right, at its option, to redeem Bonds maturing on or after February 15,
2028, in whole or from time to time in part, in integral multiples of $5,000, on February 15,
2027, or any date thereafter at par plus accrued interest on the principal amounts called for
redemption to the date fixed for redemption. If less than all the Bonds are to be redeemed,
the City shall select the Bonds to be redeemed.
The Current Interest Term Bonds stated to mature on February 15 in the year 2030 are
subject to scheduled mandatory redemption and will be redeemed by the City, in part at a
price equal to the principal amount thereof, without premium, plus accrued interest to the
redemption date, out of moneys available for such purpose in the Interest and Sinking Fund,
on the dates and in the respective principal amounts as set forth in the following schedule:
Term Bond due February 15, 2030
February 15, 2029
$1,295,000
February 15, 2030*
$1,335,000
* Maturity
At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying
Agent/Registrar shall select for redemption by lot, or by any other customary method that
results in a random selection, a principal amount of Current Interest Term Bonds equal to
the aggregate principal amount of such Current Interest Term Bonds to be redeemed, shall
call such Current Interest Term Bonds for redemption on such scheduled mandatory
redemption date.
The principal amount of the Current Interest Term City required to be redeemed on any
redemption date shall be reduced, at the option of the City, by the principal amount of any
Current Interest Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date (i) shall have been acquired by the City at a price not exceeding the
principal amount of such Current Interest Term Bonds plus accrued interest to the date of
purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall
have been redeemed pursuant to the optional redemption provisions hereof and not
previously credited to a mandatory sinking fund redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than 30 days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the
Bonds or portions thereof designated for redemption shall become due and payable on the
Ordinance 18-3670 Bond Ordinance Page 23 of 39
redemption date specified in such notice, and from and after such date, notwithstanding that
any of the Bonds or portions thereof so called for redemption shall not have been
surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue.
As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
Office with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar; thereupon, one or more new fully registered Current Interest Bonds of the
same stated maturity, of authorized denominations, bearing the same rate of interest, and for
the same aggregate principal amount will be issued to the designated transferee or
transferees.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange
any Current Interest Bond called for redemption where such redemption is scheduled to
occur within 45 calendar days after the transfer or exchange date; provided. however, such
limitation shall not be applicable to an exchange by the registered owner of the uncalled
principal balance of a Current Interest Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except interest shall be paid to the person in whose name this Bond is
registered on the Record Date) and for all other purposes, whether or not this Bond be
overdue, and neither the City nor the Paying Agent/Registrar shall be affected by notice to
the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series
of which it is a part is duly authorized by law; that all acts, conditions and things required to
be done precedent to and for the issuance of the Bonds have been properly done and
performed and have happened in regular and due time, form and manner, as required by
law; that sufficient and proper provision for the levy and collection of taxes on all taxable
property in the City has been made, subject to the limitations imposed by Texas law, which
when collected shall be appropriated exclusively to the timely payment of the principal and
maturity amounts of, and interest on the Bonds; and that the total indebtedness of the City,
including the Bonds, does not exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal.
City Secretary Mayor
City of Plainview Texas City of Plainview, Texas
[SEAL]
(b)
Form of Comptroller's Registration Certificate.
Ordinance 18-3670
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350
The following Comptroller's Registration Certificate may be deleted from the definitive
Current Interest Bonds if such certificate on the Initial Current Interest Bond is fully
executed.
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
OF THE STATE OF TEXAS
§
§
§
REGISTER NO.
I hereby certify that there is on file and of record in my office an opinion of the Attorney
General of the State of Texas to the effect that this Bond has been examined by said
Attorney General as required by law, that said Attorney General finds that it has been issued
in conformity with the laws of the State of Texas, and that it is a valid and binding
obligation of City of Plainview, Texas, and that this Bond has this day been registered by
me.
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public Accounts
[SEAL] of the State of Texas
(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Current
Interest Bond if the Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of bonds
was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas and that this is one of the Bonds
referred to in the within -mentioned Ordinance.
UMB BANK, NA, Austin, Texas
as Paying Agent/Registrar
Dated: By:
(d) Form of Assignment.
ASSIGNMENT
Ordinance 18-3670 Bond Ordinance
Authorized Signatory
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351
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(print or typewrite name, address and Zip Code of transferee): (Social Security or other
identifying number: ) the within Bond and all rights hereunder and
hereby irrevocably constitutes and appoints attorney to transfer the
within Bond on the books kept for registration hereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this
Assignment must correspond with the
name of the registered owner as it
appears on the face of the within Bond
in every particular and must be
guaranteed in a manner acceptable to
the Paying Agent/Registrar.
(e) The Initial Current Interest Bond shall be in the form set forth in paragraphs
(a), (b), and (d) of this Section, except for the following alterations:
(i) immediately under the name of the Current Interest Bond, the
headings "INTEREST RATE" and "MATURITY DATE" shall both be
completed with the words "As Shown Below" and the words "CUSIP
NUMBER" deleted; and
(ii) in the first paragraph:
the words "on the Maturity Date specified above, the sum of
DOLLARS" shall be deleted and the following will be inserted: "on
February 15 in the years, in the principal installments and bearing interest
at the per annum rates set forth in the following schedule:
Current Interest Serial Bonds
Stated Stated
Maturity Principal Interest Maturity Principal Interest
(2/15) Amount Rate (215) Amount Rate
Ordinance 18-3670 Bond Ordinance Page 26 of 39
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Current Interest Term Bonds
Stated
Maturity Principal
(2 15) Amount Interest Rate
(Information to be inserted from Section 3.02(c) hereof).
Section 6.02 CUSIP Registration. The City may secure identification numbers through
the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New
York, and may authorize the printing of such numbers on the face of the Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds
shall be of no significance or effect as regards the legality thereof and neither the City nor
bond counsel to the City are to be held responsible for CUSIP numbers incorrectly printed
on the Bonds.
Section 6.04 Legal Opinion. The approving legal opinion of Underwood Law Firm, P.C.,
Bond Counsel, may be attached to or printed on the reverse side of each definitive Bond
over the certification of the Secretary of the Board, which may be executed in facsimile.
Section 6.05 Credit Enhancement, Bond Insurance. The officers of the City are hereby
authorized to obtain credit enhancement and or a policy of municipal bond insurance with
respect to the Bonds. If municipal bond guaranty insurance is obtained, then during the
term of such policy, the City as Issuer and the Paying Agent/Registrar as Paying Agent
shall, to the best of their abilities, abide by the terms, obligations and provisions of the
commitment for such insurance issued by the insurer.
ARTICLE VII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01 Sale of Bonds, Official Statement.
(a) The Bonds are hereby officially sold and shall be delivered to the Purchaser
pursuant to and upon the terms set forth in the Notice of Sale and Bidding Instructions
including the Official Bid Form as submitted by Purchaser. The City hereby approves the
form and content of the Notice of Sale and Bidding Instructions and the Official Bid Form
attached hereto as Exhibit A and accepts the bid contained therein. It is hereby officially
found, determined and declared that the Bonds were sold to the highest bidder on the terms
that were the most advantageous reasonably obtainable. The Bonds shall initially be
registered in name of the Purchaser.
(b) The form and substance of the Preliminary Official Statement for the Bonds
and any addenda, supplement or amendment thereto (the "Official Statement") presented to
and considered at this meeting, are hereby in all respects approved and adopted, and the
Official Statement is hereby confirmed as deemed final as of its date (except for the
omission of pricing and related information) within the meaning and for the purposes of
paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended,
Ordinance 18-3670
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by the City Council. The Mayor is hereby authorized and directed to execute the Official
Statement and deliver appropriate numbers of copies thereof to the Purchaser. The Official
Statement as thus approved, executed and delivered, with such appropriate variations as
shall be approved by the Mayor and the Purchaser, may be used by the Purchaser in the
public offerings of the Bonds and the sale thereof. The City Secretary is hereby authorized
and directed to include and maintain a copy of the Official Statement and any addenda,
supplement or amendment thereto thus approved among the permanent records of this
meeting. The use and distribution of the Preliminary Official Statement for the Bonds and
the preliminary public offering of the Bonds by the Purchaser are hereby ratified, approved
and confirmed.
(c) All officers of the City are authorized to execute such documents, certificates
and receipts and to take such actions as they may deem appropriate in order to consummate
the delivery of the Bonds in accordance with the Notice of Sale and Bidding Instructions
and the Official Bid Form.
(d) The obligation of the Purchaser to accept delivery of the Bonds is subject to,
among other conditions specified in bid documents, the Purchaser being furnished with the
final, approving opinion of Underwood Law Firm, P.C., Bond Counsel for the City which
opinion shall be dated and delivered the Closing Date.
Section 7.02 Control and Delivery of the Bonds.
(a) The Mayor or, in his absence, the Mayor Pro -tem, is hereby authorized to
have control of the Initial Bonds and all necessary records and proceedings pertaining
thereto pending investigation, examination and approval of the Attorney General of the
State of Texas, registration by the Comptroller of Public Accounts of the State of Texas,
and registration with, and initial exchange or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the
Bonds shall be made to the Purchaser under and subject to the general supervision and
direction of the Mayor or, in his absence, the Mayor Pro -tem, against receipt by the City of
all amounts due to the City under the terms of sale.
Section 7.03 Deposit of Proceeds.
(a) $25,255,000 of Bond proceeds shall be deposited to the Project Fund and
shall be used for the purposes specified in Section 3.01.
(b) $514,533.45 of Bond proceeds shall be applied to the cost of issuance
associated with the Bonds which includes Purchaser's compensation in the amount of
$322,370.09.
Ordinance 18-3670
ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS;
DEPOSIT OF PROCEEDS; INVESTMENT
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354
Section 8.01 Creation of Funds. The City hereby establishes the following special funds or
accounts, each of which shall be maintained at an official depository of the City:
(a) "City of Plainview, Texas General Obligation Bonds, Series 2018 Interest
and Sinking Fund."
(b)
Fund."
"City of Plainview, Texas General Obligation Bonds, Series 2018 Project
All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
Section 8.02 Interest and Sinking Fund.
(a) The taxes levied under Section 2.01 shall be deposited to the credit of the
Interest and Sinking Fund at such times and in such amounts as necessary for the timely
payment of Debt Service.
(b) If the amount of money in the Interest and Sinking Fund is at least equal to
the aggregate principal amount of the outstanding Current Interest Bonds plus the aggregate
amount of interest due and that will become due and payable on such Current Interest
Bonds, no further deposits to that fund need be made.
(c) Money on deposit in the Interest and Sinking Fund shall be used to pay Debt
Service as such becomes due and payable.
(d) Said Interest and Sinking Fund shall be kept separate and apart from all other
funds.
Section 8.03 Project Fund.
(a) Money on deposit in the Project Fund, including investment earnings
thereof, shall be used for the purposes specified in Section 3.01 of this Ordinance.
(b) All amounts remaining in the Project Fund after the accomplishment of the
purposes for which the Bonds are hereby issued, including investment earnings of the
Construction Fund, shall be deposited into the Interest and Sinking Fund.
Section 8.04 Security of Funds. All moneys on deposit in the Interest and Sinking Fund
shall be secured in the manner and to the fullest extent required by the laws of the State 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 8.05 Investments.
Ordinance 18-3670
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C
(a) Money in the Interest and Sinking Fund and the Construction Fund created
by this Ordinance, at the option of the City, may be invested in such securities or
obligations as permitted under applicable law, including the Code, the Public Funds
Investment Act, as amended and the City's Investment Policy.
(b) Any securities or obligations in which money in either the Interest and
Sinking Fund or Project Fund is so invested shall be kept and held in trust for the benefit of
the Owners or, in the case of the Project Fund, the City and shall be sold and the proceeds
of sale shall be timely applied to the making of all payments required to be made from the
fund from which the investment was made.
Section 8.06 Investment Income. Income derived from investment of any fund created by
this Ordinance shall be credited to such fund.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Payment of the Bonds. On or before each date on which Debt Service is due
on the Bonds, there shall be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such Debt Service when due.
Section 9.02 Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Bond; the City will
promptly pay or cause to be paid Debt Service on the dates and at the places and manner
prescribed in such Bond; and the City will, at the times and in the manner prescribed by this
Ordinance, deposit or cause to be deposited the amounts of money specified by this
Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the
Bonds; all action on its part for the creation and issuance of the Bonds has been duly and
effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid
and enforceable obligations of the City in accordance with their terms.
Section 9.03 Federal Income Tax Exclusion.
(a) General. The City intends that the interest on the Bonds shall be excludable
from gross income for federal income tax purposes pursuant to sections 103 and 141
through 150 of the Code, as amended, and the applicable Income Tax Regulations
promulgated thereunder (the "Regulations"). The City covenants and agrees not to take any
action, or knowingly omit to take any action within its control, that if taken or omitted.
respectively, would cause the interest on the Bonds to be includable in gross income, as
defined in section 61 of the Code, for federal income tax purposes. In particular, the City
covenants and agrees to comply with each requirement of this Section 9.03; provided,
however, that the City shall not be required to comply with any particular requirement of
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this Section 9.03 if the City has received an opinion of nationally recognized bond counsel
("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the Bonds or if the City has
received a Counsel's Opinion to the effect that compliance with some other requirement set
forth in this Section 9.03 will satisfy the applicable requirements of the Code and the
Regulations, in which case compliance with such other requirement specified in such
Counsel's Opinion shall constitute compliance with the corresponding requirement
specified in this Section 9.03.
(b) No Private Use or Payment and No Private Loan Financing. The City
covenants and agrees that it will make such use of the proceeds, as defined in the Treasury
Regulations, of the Bonds including interest or other investment income derived from Bond
proceeds, regulate the use of property financed, directly or indirectly, with such proceeds,
and take such other and further action as may be required so that the Bonds will not be
"private activity bonds" within the meaning of section 141 of the Code and the Regulations.
The City shall certify, through an authorized officer, employee or agent that based upon all
facts and estimates known or reasonably expected to be in existence on the date the Bonds
are delivered, that the proceeds of the Bonds will not be used, in a manner that would cause
the Bonds to be "private activity bonds" within the meaning of section 141 of the Code and
the Regulations promulgated thereunder.
(c) No Federal Guarantee. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that, if taken or omitted,
respectively, would cause the Bonds to be "federally guaranteed" within the meaning of
section 149(b) of the Code and the Regulations, except as permitted by section 149(b)(3) of
the Code and such Regulations.
(d) No Hedge Bonds. The City covenants and agrees that it has not and will not
take any action, and has not knowingly omitted and will not knowingly omit to take any
action, within its control, that, if taken or omitted, respectively, would cause the Bonds to
be "hedge bonds" within the meaning of section 149(g) of the Code and the Regulations.
(e) No Arbitrage. The City covenants and agrees that it will make such use of
the proceeds of the Bonds including interest or other investment income derived from Bond
proceeds, regulate investments of proceeds of the Bonds, and take such other and further
action as may be required so that the Bonds will not be "arbitrage bonds" within the
meaning of section 148(a) of the Code and the Regulations. The City shall certify, through
an authorized officer, employee or agent that based upon all facts and estimates known or
reasonably expected to be in existence on the date the Bonds are delivered, the City will
reasonably expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code
and the Regulations.
(f) Arbitrage Rebate. If the City does not qualify for an exception to the
requirements of Section 148(f) of the Code relating to the required rebate to the United
States, the City will take all necessary steps to comply with the requirement that certain
amounts earned by the City on the investment of the "gross proceeds" of the Bonds (within
Ordinance 18-3670
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i
the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government.
Specifically, the City will (i) maintain records regarding the investment of the gross
proceeds of the Bonds as may be required to calculate the amount earned on the investment
of the gross proceeds of the Bonds separately from records of amounts on deposit in the
funds and accounts of the City allocable to other bond issues of the City or moneys which
do not represent gross proceeds of any bonds of the City, (ii) calculate at such times as are
required by the Regulations, the amount earned from the investment of the gross proceeds
of the Bonds which is required to be rebated to the federal government, and (iii) pay, not
less often than every fifth anniversary date of the delivery of the Bonds or on such other
dates as may be permitted under the Regulations, all amounts required to be rebated to the
federal government. Further, the City will not indirectly pay any amount otherwise payable
to the federal government pursuant to the foregoing requirements to any person other than
the federal government by entering into any investment arrangement with respect to the
gross proceeds of the Bonds that might result in a reduction in the amount required to be
paid to the federal government because such arrangement results in a smaller profit or a
larger loss than would have resulted if the arrangement had been at arm's length and had the
yield on the issue not been relevant to either party.
(g) Disposition of Projects. The City covenants that the property constituting
the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by
the City of cash or other compensation, unless the City obtains an opinion of nationally -
recognized bond counsel that such sale or other disposition will not adversely affect the tax-
exempt status of the Bonds. For purposes of this subsection, the portion of the property
comprising personal property and disposed of in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes of this
subsection, the Issuer shall not be obligated to comply with this covenant if it obtains an
opinion of nationally -recognized bond counsel to the effect that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of
the interest.
(h) Information Reporting. The City covenants and agrees to file or cause to be
filed with the Secretary of the Treasury, not later than the 15th day of the second calendar
month after the close of the calendar quarter in which the Bonds are issued, an information
statement concerning the Bonds, all under and in accordance with section 149(e) of the
Code and the Regulations.
(i) Continuing Obligation. Notwithstanding any other provision of this
Ordinance, the City's obligations under the covenants and provisions of this Section 9.03
shall survive the defeasance and discharge of the Bonds.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default. Each of the following occurrences or events for the
purpose of this Ordinance is hereby declared to be an Event of Default:
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(a) the failure to make payment of Debt Service when the same becomes due
and payable; or
(b) default in the performance or observance of any other covenant, agreement
or obligation of the City, which default materially and adversely affects the rights of the
Owners, including, but not limited to, their prospect or ability to be repaid in accordance
with this Ordinance, and the continuation thereof for a period of 60 days after notice of such
default is given by any Owner to the City.
Section 10.02 Remedies for Default.
(a) Upon the happening of any Event of Default, any Owner or an authorized
representative thereof, including, but not limited to, a trustee or trustees therefor, may
proceed against the City for the purpose of protecting and enforcing the rights of the
Owners under this Ordinance, by mandamus or other suit, action or special proceeding in
equity or at law, in any court of competent jurisdiction, for any relief permitted by law,
including the specific performance of any covenant or agreement contained herein, or
thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Owners of Bonds then outstanding.
Section 10.03 Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Bonds or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(b)
The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Ordinance, such
Owner agrees that the certifications required to effectuate any covenants or representations
contained in this Ordinance do not and shall never constitute or give rise to a personal or
pecuniary liability or charge against the officers, employees or officials of the City or the
Council.
Ordinance 18-3670
ARTICLE XI
DISCHARGE
Bond Ordinance Page 33 of 39
Section 11.01 Discharge. The City reserves the right to defease, refund or discharge the
Bonds in any manner permitted by law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Definitions of Continuing Disclosure Terms. As used in this Article, the
following terms have the meanings assigned to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 12.02 Annual Reports. The City shall provide certain updated financial
information and operating data to the MSRB annually. The information to be updated
includes all quantitative financial information and operating data with respect to the City of
the general type included in the Official Statement under Tables numbered 1 through 6 and
8 through 15 and in APPENDIX B to the Official Statement. The City will update and
provide this information within six months after the end of each fiscal year. The City will
provide the updated information to the MSRB.
The City may provide updated information in full text or may incorporate by reference
certain other publicly available documents, as permitted by SEC Rule 15c2-12. The updated
information will include audited financial statements of the City, if the City commissions an
audit and it is completed by the required time. If the audit of such financial statements is not
complete within such period, then the City shall provide unaudited financial information
and operating data of the general type included in the Official Statement for the applicable
fiscal year to the MSRB within such six month period, and audited financial statements
when the audit report on such statements becomes available. Any such financial statements
will be prepared in accordance with the accounting principles described in APPENDIX B to
the Official Statement or such other accounting principles as the City may be required to
employ from time to time pursuant to Texas law or regulation.
The City's current fiscal year end is September 30. Accordingly, it will provide updated
information by March 31 in each year following the end of its fiscal year, unless the City
changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the
change.
12.03 Event Notices.
(a) The City will also provide timely notices of certain events to the MSRB (not in
excess of ten (10) days after the occurrence of the event). The City will provide notice of
any of the following events with respect to the Bonds: (1) principal and interest payment
delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt
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service reserves reflecting financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution of credit or liquidity
providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal
Revenue Service of proposed or final determinations of adverse tax consequences, Notices
of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the tax status of the
Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) Bond calls, if
material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property
securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy,
insolvency, receivership or similar event of the City; (13) the consummation of a merger,
consolidation, or acquisition involving the City or the sale of all or substantially all of the
assets of the City, other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms, if material; and (14) appointment of a
successor or additional trustee or the change of name of a trustee, if material. (Neither the
Bonds nor the Ordinance make any provision for debt service reserves, redemption
provisions, liquidity enhancement, or credit enhancement). In addition, the City will provide
timely notice of any failure by the City to provide information, data, or financial statements
in accordance with its agreement described above under "Annual Reports".
All documents provided to the MSRB shall be accompanied by identifying information, as
prescribed by the MSRB.
The City may amend its continuing disclosure agreement to adapt to changed circumstances
that arise from a change in legal requirements, a change in law, or a change in the identity,
nature, status, or type of operations of the City, if (1) the agreement, as amended would
have permitted an underwriter to purchase or sell the Bonds in the offering made hereby in
compliance with the Rule, taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances, and (2) either (a) the
registered owners of a majority in aggregate principal amount (or any greater amount
required by any other provisions of the Ordinance that authorizes such amendment) of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the
City (such as nationally recognized bond counsel) determines that such amendment will not
materially impair the interest of the registered owners and beneficial owners of the Bonds.
The City may also amend or repeal the provisions of this continuing disclosure agreement if
the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the City
amends its agreement, it must include with the next financial information and operating data
provided in accordance with its agreement described above under "Annual Reports" an
explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in type of information and data provided.
(b) The provisions of this Article are for the sole benefit of the Owners and
beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give
any benefit or any legal or equitable right, remedy, or claim hereunder to any other person.
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The City undertakes to provide only the financial information, operating data, financial
statements, and notices which it has expressly agreed to provide pursuant to this Article and
does not hereby undertake to provide any other information that may be relevant or material
to a complete presentation of the City's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Article or otherwise,
except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell
Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT
EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT,
FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this
Article shall comprise a breach of or default under the Ordinance for purposes of any other
provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or
otherwise limit the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time
to adapt to changed circumstances that arise from a change in legal requirements, a change
in law, or a change in the identity, nature, status, or type of operations of the City, but only
if (1) the provisions of this Article, as so amended, would have permitted an underwriter to
purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule,
taking into account any amendments or interpretations of the Rule to the date of such
amendment, as well as such changed circumstances, and (2) either (A) the Owners of a
majority in aggregate principal amount (or any greater amount required by any other
provisions of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (B) a person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially
impair the interests of the Owners and beneficial owners of the Bonds. If the City so
amends the provisions of this Article, it shall include with any amended financial
information or operating data next provided in accordance with Section 13.02 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
(f) The City shall be obligated to observe and perform the covenants specified in
this Section for so long, but only for so long as, the City remains an "obligated person" with
respect to the Bonds within the meaning of the Rule, except that the City in any event will
give notice of any deposit made in accordance with this Ordinance that causes the Bonds no
longer to be outstanding.
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362
ARTICLE XIII
AUTHORITY, ENGAGEMENT, LIMITATION, AND MISCELLANEOUS
PROVISIONS
Section 13.01 Issuer Officer Authority. The Mayor and the City Secretary and all other
officers, employees and agents of the Issuer, and each of them, shall be and they are hereby
expressly authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and
under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement
with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned,
as may be necessary or desirable in order to carry out the terms and provisions of this
Ordinance, the Bonds and the sale of the Bonds. In case any officer whose signature shall
appear on the Bonds shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such
officer had remained in office until such delivery.
Section 13.02 Closing Authorization and Payments. The Mayor and the City Secretary and
all other officers, employees and agents of the Issuer, and each of them, shall be and they
are hereby expressly authorized to execute such documents as necessary to close the
financing transactions for the issuance of the Bonds. The City hereby authorizes
disbursement of the fees for the costs of issuance, and for payment of the examination fee
charged by the State of Texas for the Attorney General's review and approval of public
securities and credit agreements, as required by Section 1202.004 of the Texas Government
Code.
Section 13.03 Retention of Bond Counsel and Financial Advisor.
(a) The retention of the Underwood Law Firm, P.C., to act as Bond Counsel for
the City in connection with the issuance of the Bonds is hereby approved and directed.
(b) The retention of Specialized Public Finance, Inc. to act as Financial Advisor
for the City in connection with the issuance of the Bonds is hereby approved and directed.
Section 13.04 Interested Parties. Nothing in this Ordinance expressed or implied is
intended or shall be. construed to confer upon, or to give to, any person or entity, other than
the Issuer and the Registered Owner of the Bonds, any right, remedy or claim under or by
reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Ordinance contained by and on behalf of the
Issuer shall be for the sole and exclusive benefit of the Issuer and the registered owner of
the Bonds.
Section 13.05 No Personal Liability. No covenant or agreement contained in the Bonds,
this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement
of any member of the City Council of the Issuer or any officer, agent, employee or
representative of the City Council of the Issuer in his individual capacity, and neither the
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directors, officers, agents, employees or representatives of the City Council of the Issuer nor
any person executing the Bonds shall be personally liable thereon or be subject to any
personal liability for damages or otherwise or accountability by reason of the issuance
thereof, or any actions taken or duties performed, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all
such liability being expressly released and waived as a condition of and in consideration for
the issuance of the Bonds.
Section 13.06 Repealer. 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 13.07 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 this governing
body hereby declares that this Ordinance would have been enacted without such invalid
provision as necessary to approve and issue the Bonds.
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364
PASSED AND APPROVED this February 27, 2018.
ATTEST:
Bv:
r✓
City Secretary
[CITY SEAL]
By:
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