0575ORDINANCE authorizing the issuance of "CITY OF
SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER
SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION,
SERIES 1992A"; specifying the terms and features
of said certificates; providing for the payment of
said certificates of obligation by the levy of an
ad valorem tax upon all taxable property within
the city and a lien on and pledge of the net
revenues from the operation of the city's
Waterworks and Sewer System; and resolving other
matters incident and relating to the issuance,
payment, security, sale and delivery of said
Certificates, including the approval and
distribution of an official Statement pertaining
thereto; and providing an effective date.
WHEREAS, notice of the city Council's intention to issue
certificates of obligation in the maximum principal amount of
$1,300,000 for the purpose paying contractual obligations to be
incurred for (i) the construction of improvements and extensions
to the City's combined Waterworks and Sewer System and (ii)
professional services rendered in connection therewith, has been
duly published in The Fort Worth Star Telegram on September 17,
1992 and September 24, 1992, the date of the first publication of
such notice being not less than fifteen (15) days prior to
October 6, 1992, the date stated therein for the first reading of
this Ordinance; and
WHEREAS, no petition, bearing the valid petition signatures
of 5% or mor~ of the qualified electors of the City, protesting
the issuance of the certificates of obligation described in the
aforesaid notice, has been presented to or filed with the city
Secretary on or prior to the date of the passage of this
Ordinance; and
WHEREAS, the Council hereby finds and determines that all of
the certificates of obligation described in such notice should be
issued and sold at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,
TEXAS:
SECTION 1: Authorization, Desiqnation, PrinciDal Amount,
Purpose. Certificates of obligation of the City shall be and are
hereby authorized to be issued in the aggregate principal amount
of $1,300,000, to be designated and bear the title "CITY OF
SOUTHI3%KE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS
0043949
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992A" (hereinafter
referred to as the "Certificates"), for the purpose of paying
contractual obligations to be incurred for (i) the construction of
improvements and extensions to the City's combined Waterworks and
Sewer System and (ii) professional services rendered in connection
therewith, pursuant to authority conferred by and in conformity
with the Constitution and laws of the State of Texas, including
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as
amended.
SECTION 2: Fully Reqistered Obliqations - Authorized
Denominations-Stated Maturities-Date. The Certificates are
issuable in fully registered form only; shall be dated October 1,
1992 (the "Certificate Date") and shall be in denominations of
$5,000 or any integral multiple thereof (within a Stated Maturity)
and the Certificates shall become due and payable on February 15
in each of the years and in principal amounts (the "Stated
Maturities") and bear interest at the per annum rate(s) in
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
$ 35,000
40,000
40,000
45,000
45 000
50 000
55 000
55 000
60 000
65 000
70.000
75 000
80 000
85,000
90,000
95,000
100,000
105,000
110,000
8.20%
8.20%
8.20%
8.20%
8.20%
8.20%
8.20%
7.50%
5.20%
5.40%
5.60%
5.70%
5.80%
5.90%
6.00%
5.5o%
5.25%
5.25%
5.25%
The Certificates shall bear interest on the unpaid principal
amounts from the Certificate Date at the rate(s) per annum shown
~b0¥e in this Section ~calculated on the basis of a 360-d~¥ year
of twelve 30-day months). Interest on the Certificates shall be
payable on February 15 and August 15 of each year, commencing
February 15, 1994.
0043949
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SECTION 3: Terms of Payment-Payinq Aqent/Reqistrar. The
principal of, premium, if any, and the interest on the
Certificates, due and payable by reason of maturity or redemption
shall be payable only to the registered owners or holders of the
Certificates (hereinafter called the "Holders") appearing on the
registration and transfer books (the "Security Register")
maintained by the Paying Agent/Registrar and the payment thereof
shall be in any coin or currency of the United States of America,
which at the time of payment is legal tender for the payment of
public and private debts, and shall be without exchange or
collection charges to the Holders.
The selection and appointment of AMERITRUST TEXAS NATIONAL
ASSOCIATION to serve as Paying Agent/Registrar for the
Certificates is hereby approved and confirmed. The City covenants
to maintain and provide a Paying Agent/Registrar at all times
until the Certificates are paid and discharged, and any successor
Paying Agent/Registrar shall be a bank, trust company, financial
institution or other entity qualified and authorized to serve in
such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the Certificates, the city agrees to promptly cause a written
notice thereof to be sent to each Holder by United States Mail,
first class postage prepaid, which notice shall also give the
address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates shall
be payable at the Stated Maturities or the redemption thereof only
upon presentation and surrender of the Certificates to the Paying
Agent/Registrar at its principal offices in Dallas, Texas (the
"Designated Payment/Transfer office"). Interest on the
Certificates shall be paid to the Holders whose name appears in
the Security Register at the close of business on the Record Date
(the last business day of the month next preceding each interest
payment date) and shall be paid by the Paying Agent/Registrar (i)
by check sent United States Mail, first class postage prepaid, to
the address of the Holder recorded in the Security Register or
(ii) by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the
Holder. If the date for the payment of the principal of or
interest on the Certificates shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar
is located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original
date payment was due.
0043949
--3--
In the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/ Registrar, if and when funds for
the payment of such interest have been received from the City.
Notice of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be 15 days after the
Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each Holder appearing on
the Security Register at the close of business on the last
business next preceding the date of mailing of such notice.
SECTION 4: Redemption. (a) Optional Redemption. The
Certificates having Stated Maturities on and after February 15,
2003, shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on February 15,
2002 or on any date thereafter at the redemption price of par plus
accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45)
days prior to a date set for the redemption of Certificates
(unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying
Agent/Registrar of its decision to exercise the right to redeem
Certificates, the principal amount of each Stated Maturity to be
redeemed, and the date set for the redemption thereof. The
decision of the City to exercise the right to redeem Certificates
shall be entered in the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less than
all Outstanding Certificates of the same Stated Maturity are to be
redeemed on a redemption date, the Paying Agent/Registrar shall
select by lot, the Certificates to be redeemed; provided that if
less than the entire principal amount of a Certificate is to be
redeemed, the Paying Agent/Registrar shall treat such Certificate
then subject to redemption as representing the number of
Certificates Outstanding which is obtained by dividing the
principal amount of such Certificate by $5,000.
(d) Notice of RedemDtion. Not less than thirty (30) days
prior to a redemption date for the Certificates, a notice of
redemption shall be sent by United States Mail, first class
postage prepaid, in the name of the City and at the City's
e×p~n~e, to ~aeh Holder of a Certificate to be redeemed in whole
or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next
preceding the date of mailing such notice, and any notice of
0045949
--4--
redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
Ail notices of redemption shall (i) specify the date of
redemption for the Certificates, (ii) identify the Certificates to
be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be redeemed, (iii)
state the redemption price, (iv) state that the Certificates, or
the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the
interest thereon, or on the portion of the principal amount
thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption
price for the Certificates, or the principal amount thereof to be
redeemed, shall be made at the Designated Payment/Transfer office
of the Paying Agent/ Registrar only upon presentation and
surrender of the Certificates by the Holder. If a Certificate is
subject by its terms to prior redemption and has been called for
redemption and notice of redemption thereof has been duly given or
waived as herein provided, such Certificate (or the principal
amount thereof to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the
redemption date therefor, provided moneys sufficient for the
payment of such Certificates (or of the principal amount thereof
to be redeemed) at the then applicable redemption price are held
for the purpose of such payment by the Paying Agent/ Registrar.
SECTION 5: Reqistration - Transfer - Exchanqe of Certi-
ficates - Predecessor Certificates. A Security Register relating
to the registration, payment, and transfer or exchange of the
Certificates shall at all times be kept and maintained on behalf
of the City by the Paying Agent/Registrar, as provided herein and
in accordance with the provisions of an agreement with the Paying
Agent/Registrar and such rules and regulations as the Paying
Agent/Registrar and the city may prescribe. The Paying
Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of each registered owner of the
Certificates issued under and pursuant to the provisions of this
Ordinance. Any Certificate may, in accordance with its terms and
the terms hereof, be transferred or exchanged for Certificates of
other authorized denominations by the Holder, in person or by his
duly authorized agent, upon surrender of such Certificate to the
Paying Agent/Registrar at the Designated Payment/Transfer office
for cancellation, accompanied by a written instrument of transfer
or request for exchange duly executed by the Holder or by his duly
authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender for transfer of any Certificate at the
Designated Payment/Transfer office of the Paying Agent/Registrar,
0043949
--5-
one or more new Certificates shall be registered and issued to the
assignee or transferree of the previous Holder; such Certificates
to be in authorized denominations, of like Stated Maturity and of
a like aggregate principal amount as the Certificate or
Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged
for other Certificates of authorized denominations and having the
same Stated Maturity, bearing the same rate of interest and for
like aggregate principal amount, upon surrender of the
Certificates to be exchanged at the Designated Payment/Transfer
office of the Paying Agent/ Registrar. Whenever any Certificates
are surrendered for exchange, the'Paying Agent/Registrar shall
register and deliver Certificates, executed on behalf of and
furnished by the City, to the Holder requesting the exchange.
Ail Certificates issued upon any transfer or exchange of
Certificates shall be delivered at the Designated Payment/Transfer
office of the Paying Agent/Registrar, or sent by United States
mail, first class postage prepaid, to the Holder and, upon the
delivery thereof, the same shall be valid obligations of the City,
evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Certificates surrendered in
such transfer or exchange.
Ail transfers or exchanges of Certificates pursuant to this
Section shall be made without expense or service charge to the
Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder
requesting such transfer or exchange of any tax or other
governmental charges required to be paid with respect to such
transfer or exchange.
Certificates cancelled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be
"Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the
Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any Certificate
registered and delivered pursuant to Section 24 hereof in lieu of
a mutilated, lost, destroyed, or stolen Certificate which shall be
deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Certificate.
Neither the city nor the Paying Agent/Registrar shall be
required to transfer or exchange any Certificate called for
redemption, in whole or in part, within 45 days of the date fixed
for redemption of such Certificate; provided, however, such
limitation on transferability shall not be applicable to an
0043949
--6--
exchange by the Holder of an unredeemed balance of a Certificate
called for redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions.
Notwithstanding the provisions contained in Sections 3, 4 and 5
hereof relating to the payment, and transfer/exchange of the
Certificates, the city hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement and transfer
system provided by The Depository Trust Company (DTC), a limited
purpose trust company organized under the laws of the State of New
York, in accordance with the requirements and procedures
identified in the Letter of Representation, by and between the
city, the Paying Agent/Registrar and DTC (the "Depository
Agreement") relating to the Certificates.
Pursuant to the Depository Agreement and the rules of DTC,
the Certificates shall be deposited with DTC who shall hold said
Certificates for its participants (the "DTC Participants"). While
the Certificates are held by DTC under the Depository Agreement,
the Holder of the Certificates on the Security Register for all
purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual
purchaser or owner of each Certificate (the "Beneficial Owners")
being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as
securities depository for the Certificates or otherwise ceases to
provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Certificates, the city covenants and agrees
with the Holders of the Certificates to cause Certificates to be
printed in definitive form and provide for the Certificate
certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the
Certificates in definitive form shall be assigned, transferred and
exchanged on the Security Register maintained by the Paying
Agent/Registrar and payment of such Certificates shall be made in
accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Reqistration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Certificates may
be manual or facsimile. Certificates bearing the manual or
facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be
duly executed on behalf of the City, notwithstanding that one or
more of the individuals executing the same shall cease to be such
officer at the time of delivery of the Certificates to the initial
0043949
purchaser(s) and with respect to Certificates delivered in
subsequent exchanges and transfers, all as authorized and provided
in the Bond Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any purpose,
unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 8C,
manually executed by the Comptroller of Public Accounts of the
State of Texas, or his duly authorized agent, or a certificate of
registration substantially in the form provided in Section 8D,
manually executed by an authorized officer, employee or
representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been
duly certified, registered and delivered.
SECTION 8: Initial Certificate(s). The Certificates
herein authorized shall be initially issued either (i) as a single
fully registered certificate in the total principal amount of
$1,300,000 with principal installments to become due and payable
as provided in Section 2 hereof and numbered T-i, or (ii) as
nineteen (19) fully registered certificates, being one certificate
for each year of maturity in the applicable principal amount and
denomination and to be numbered consecutively from T-1 and upward
(hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name
of the initial purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the Certificates submitted to the office
of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of
Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial
Certificate(s), the Paying Agent/Registrar, pursuant to written
instructions from the initial purchaser(s), or the designee
thereof, shall cancel the Initial Certificate(s) delivered
hereunder and exchange therefor definitive Certificates of
authorized denominations, Stated Maturities, principal amounts and
bearing applicable interest rates for transfer and delivery to the
Holders named at the addresses identified therefor; all pursuant
to and in accordance with such written instructions from the
initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The
C~rtificates, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration
Certificate of Paying Agent/Registrar, and the form of Assignment
to be printed on each of the Certificates, shall be substantially
0043949 -- 8 --
in the forms set forth in this Section with such appropriate
insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and
such legends and endorsements (including insurance legends in the
event the Certificates, or any maturities thereof, are purchased
with insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the city
or determined by the officers executing such Certificates as
evidenced by their execution. Any portion of the text of any
Certificates may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the certificate.
The definitive Certificates and the Initial Certificate(s)
shall be printed, lithographed, or engraved, typewritten,
photocopied or otherwise reproduced in any other similar manner,
all as determined by the officers executing such Certificates as
evidenced by their execution thereof.
B. Form of Certificates.
REGISTERED REGI-STERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
SURPLUS REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1992A
Certificate Date:
October 1, 1992
Interest Rate: Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of Southlake (hereinafter referred to as the
"City"), a body corporate and municipal corporation in the
Counties of Tarrant and Denton, State of Texas, for value
0043949
--9--
received, acknowledges itself indebted to and hereby promises to
pay to the order of the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date specified
above the Principal Amount hereinabove stated (or so much thereof
as shall not have been paid upon prior redemption) and to pay
interest on the unpaid principal amount hereof from the
Certificate Date at the per annum rate of interest specified above
computed on the basis of a 360-day year of twelve 30-day months;
such interest being payable on February 15 and August 15 in each
year, commencing February 15, 1994. Principal of this Certificate
is payable at its Stated Maturity or redemption to the registered
owner hereof, upon presentation and surrender, at the Designated
Payment/Transfer office of the Paying Agent/Registrar executing
the registration certificate appearing hereon, or its successor.
Interest is payable to the registered owner of this Certificate
(or one or more Predecessor Certificates, as defined in the
Ordinance hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at
the close of business on the "Record Date", which is the last
business day of the month next preceding each interest payment
date, and interest shall be paid by the Paying Agent/Registrar by
check sent United States Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register
or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered
owner. All payments of principal of, premium, if any, and
interest on this Certificate shall be without exchange or
collection charges to the owner hereof and in any coin or currency
of the United States of America which at the time of payment is
legal tender for the payment of public and private debts.
This Certificate is one of the series specified in its title
issued in the aggregate principal amount of $1,300,000 (herein
referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) the construction of
improvements and extensions to the City's combined Waterworks and
Sewer System and (ii) professional services rendered in connection
therewith, under and in strict conformity with the Constitution
and laws of the State of Texas, particularly V.T.C.A., Local
Government Code, Subchapter C of Chapter 271, as amended, and
pursuant to an Ordinance adopted by the City Council of the City
(herein referred to as the "Ordinance").
The Certificates maturing on and after February 15,2003, may
be redeemed prior to their Stated Maturities, at the option of the
city, in whole or in part in principal amounts of $5,000 or any
integral multiple thereof (and if within a Stated Maturity by lot
by the Paying Agent/Registrar), on February 15, 2002, or on any
date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption and upon 30 days prior
0043949
written notice being sent by United States Mail, first class
postage prepaid, to the registered owners of the Certificates to
be redeemed, and subject to the terms and provisions relating
thereto contained in the Ordinance. If this Certificate (or any
portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption duly given, then upon
such redemption date this Certificate (or the portion of the
principal sum hereof to be redeemed) shall become due and payable,
and interest thereon shall cease to accrue from and after the
redemption date therefor, provided moneys for the payment of the
redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of
such payment by the Paying Agent/Registrar.
In the event of a partial redemption of the principal amount
of this Certificate, payment of the redemption price of such
principal amount shall be made to the registered owner only upon
presentation and surrender of this Certificate to the Designated
Payment/Transfer office of the Paying Agent/Registrar and there
shall be issued, without charge therefor to the registered owner
hereof, a new Certificate or Certificates of like maturity and
interest rate in any authorized denominations provided in the
Ordinance for the then unredeemed balance of the principal sum
hereof. If this Certificate is selected for redemption, in whole
or in part, the City and the Paying Agent/Registrar shall not be
required to transfer this Certificate to an assignee of the Holder
of this Certificate within 45 days of the redemption date
therefor; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of this
Certificate of the unredeemed balance hereof in the event of its
redemption in part.
The Certificates are payable from the proceeds of an ad
valorem tax levied, within the limitations prescribed by law, upon
all taxable property in the city and are additionally payable from
and secured by a lien on and pledge of the Net Revenues (as
defined in the Ordinance) of the City's combined Waterworks and
Sewer System (the "System"), such lien and pledge, however, being
junior and subordinate to the lien on and pledge of the Net
Revenues of the System securing the payment of "Prior Lien
Obligations" (as defined in the Ordinance) now outstanding and
hereafter issued by the city. In the Ordinance, the city reserves
and retains the right to issue Prior Lien Obligations without
limitation as to principal amount but subject to any applicable
terms, conditions or restrictions under law or otherwise as well
as the right to issue additional obligations payable from the same
sources as the Certificates and, together with the Certificates,
equally and ratably secured by a parity lien on and pledge of the
Net Revenues of the System.
0043949
Reference is hereby made to the Ordinance, a copy of which is
on file in the Designated Payment/Transfer office of the Paying
Agent/Registrar, and to all the provisions of which the owner or
holder of this Certificate by the acceptance hereof hereby
assents, for definitions of terms; the description of and the
nature and extent of the tax levied for the payment of the
Certificates; the Net Revenues pledged to the payment of the
principal of and interest on the Certificates; the nature and
extent and manner of enforcement of the pledge; the terms and
conditions relating to the transfer or exchange of this
Certificate; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the
Holders; the rights, duties, and obligations of the city and the
Paying Agent/Registrar; the terms and provisions upon which the
tax levy and the pledges, charges and covenants made therein may
be discharged at or prior to the maturity of this Certificate, and
this Certificate deemed to be no longer Outstanding thereunder;
and for the other terms and provisions contained therein.
Capitalized terms used herein have the meanings assigned in the
Ordinance.
This Certificate, subject to certain limitations contained in
the Ordinance, may be transferred on the Security Register only
upon its presentation and surrender at the Designated
Payment/Transfer office of the Paying Agent/Registrar, with the
Assignment hereon duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or
his duly authorized agent. When a transfer on the Security
Register occurs, one or more new fully registered Certificates of
the same Stated Maturity, of authorized denominations, bearing the
same rate of interest, and of the same aggregate principal amount
will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of
either, shall treat the registered owner whose name appears on the
Security Register (i) on the Record Date as the owner entitled to
payment of interest hereon, (ii) on the date of surrender of this
Certificate as the owner entitled to payment of principal hereof
at its Stated Maturity or its redemption, in whole or in part, and
(iii) on any other date as the owner for all other purposes, and
neither the City nor the Paying Agent/Registrar, or any agent of
either, shall be affected by notice to the contrary. In the event
of nonpayment of interest on a scheduled payment date and for
thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the city. Notice of the Special
Record Date and of the scheduled payment date of the past due
0043949
-12-
interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special
Record Date by United States Mail, first class postage prepaid, to
the address of each Holder appearing on the Security Register at
the close of business on the last business day next preceding the
date of mailing of such notice.
It is hereby certified, recited, represented and declared
that the City is a body corporate and political subdivision duly
organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of
the Certificates is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent to
and in the issuance of the Certificates to render the same lawful
and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of
Texas, and the Ordinance; that the Certificates do not exceed any
Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the
Certificates as aforestated. In case any provision in this
Certificate shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. The terms
and provisions of this Certificate and the Ordinance shall be
construed in accordance with and shall be governed by the laws of
the State of Texas.
IN WITNESS WHEREOF, the City Council of the city has caused
this Certificate to be duly executed under the official seal of
the City as of the Certificate Date.
CITY OF SOUTHLAKE, TEXAS
COUNTERSIGNED:
Mayor
City Secretary
(SEAL)
0043949
--13--
*Form of Reqistration Certificate of Comptroller
of Public Accounts to appear on Initial Certificate
only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
REGISTER NO.
I HEREBY CERTIFY that this Certificate has been examined,
certified as to validity and approved by the Attorney General of
the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
Form of Certificate of Payinq Aqent/Reqistrar to
appear on Definitive Certificates only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under
the provisions of the within-mentioned Ordinance; the certificate
or certificates of the above entitled and designated series
originally delivered having been approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public
Accounts, as shown by the records of the Paying Agent/Registrar.
The principal offices of the Paying Agent/Registrar located
in Dallas, Texas, is the "Designated Payment/Transfer office" for
this Certificate.
Registration Date:
AMERITRUST TEXAS NATIONAL
ASSOCIATION,
as Paying Agent/Registrar
Authorized Signature
*NOTE TO PRINTER: Do Not Print on Definitive Certificates
0043949 -- 1 4 -
E. Form of Assiqnment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and
transfers unto (Print or typewrite name, address, and zip code of
transferee:)
other identifying number:
within Certificate and all rights
irrevocably constitutes and appoints
(Social Security or
) the
thereunder, and hereby
attorney to transfer the within Certificate on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Certificate in every
particular.
The Initial Certificate(s) shall be in the form set forth
in paraqraph B of this Section, exceDt that the form of
a sinqle fully reqistered Initial Certificate shall be
modified as follows:
(i) immediately under the
headings "Interest Rate
"shall both be omitted;
name of the certificate the
"and "Stated Maturity __
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Dollars
The City of Southlake (hereinafter referred to as the
"City"), a body corporate and municipal corporation in the
Counties of Tarrant and Denton, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to
pay to the order of the Registered Owner named above, or the
registered assigns thereof, the Principal Amount hereinabove
~tat~d on February 15 in each of the years and in principal
installments in accordance with the following schedule:
0043949
-15-
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to
maturity) and to pay interest on the unpaid principal amounts
hereof from the Certificate Date at the per annum rate(s) of
interest specified above computed on the basis of a 360-day year
of twelve 30-day months; such interest being payable on
February 15 and August 15 of each year, commencing February 15,
1994. Principal of this Certificate is payable at its Stated
Maturity or on a prepayment date to the registered owner hereof by
Ameritrust Texas National Association (the "Paying
Agent/Registrar"), upon its presentation and surrender, at its
principal offices in Dallas, Texas (the "Designated
Payment/Transfer office"). Interest is payable to the registered
owner of this Certificate whose name appears on the "Security
Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date", which is the last business day of
the month next preceding each interest payment date hereof and
interest shall be paid by the Paying Agent/Registrar by check sent
United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such
other method, acceptable to the Paying Agent/ Registrar, requested
by, and at the risk and expense of, the registered owner. All
payments of principal of, premium, if any, and interest on this
Certificate shall be without exchange or collection charges to the
owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 10: Definitions. For purposes of this Ordinance
and for clarity with respect to the issuance of the Certificates
herein authorized, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same
appears herein without qualifying language, are defined to mean as
follows:
(a) The term "Certificates" shall mean the
$1,300,000 "CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS
AND SEWER SYSTEM SURPLUS REVENq3E CERTIFICATES OF
OBLIGATION, SERIES 1992A" authorized by this Ordinance.
(b) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 11 of this Ordinance.
0043949
-16-
(c) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date annual ad valorem
taxes levied each year by the City become delinquent.
(d) The term "Fiscal Year" shall mean the twelve
month accounting period used by the City in connection
with the operation of the System which may be any twelve
consecutive month period established by the City.
(e) The term "Government Securities" shall mean
direct obligations of the United States of America,
including obligations the principal of and interest on
which are unconditionally guaranteed by the United
States of America, and the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(f) The term "Gross Revenues" shall mean all
income, receipts and revenues of every nature derived or
received from the operation and ownership (excluding
refundable meter deposits, restricted gifts and grants
in aid of construction) of the System, including
earnings and income derived from the investment or
deposit of moneys in any special funds or accounts
created and established for the payment and security of
the Prior Lien Obligations and other obligations payable
solely from and secured only by a lien on and pledge of
the Net Revenues.
(g) The term "Maintenance and Operating Expenses"
shall mean all current expenses of operating and
maintaining the System, including all salaries, labor,
materials, repairs and extensions necessary to render
efficient service; provided, however, that only such
repairs and extensions, as in the judgment of the City
Council, reasonably and fairly exercised, are necessary
to maintain the operations and render adequate service
to the city and the inhabitants thereof, or such as
might be necessary to meet some physical accident or
condition which would otherwise impair obligations
payable from Net Revenues shall be deducted in
determining "Net Revenues". Depreciation charges shall
not be considered Maintenance and Operating Expenses.
Maintenance and Operating Expenses shall include
payments under contracts for the purchase of water
Supply, treatment of sewage or other materials, goods,
services, or facilities for the System to the extent
authorized by law and the provisions of such contract.
-17-
(h) The term "Net Revenues" shall mean the Gross
Revenues of the System, with respect to any period,
after deducting the System's Maintenance and Operating
Expenses during such period.
(i) The term "Outstanding" when used in this
Ordinance with respect to Certificates means, as of the
date of determination, all Certificates theretofore
issued and delivered under this Ordinance, except:
(1) those Certificates cancelled by the
Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Certificates deemed to be duly
paid by the city in accordance with the
provisions of Section 25 hereof; and
(3) those mutilated, destroyed, lost, or
stolen Certificates which have been replaced
with Certificates registered and delivered in
lieu thereof as provided in Section 24 hereof.
(j) The term "Prior Lien Obligations" shall
mean (i) the outstanding and unpaid (1) "City of
Southlake, Texas, Waterworks and Sewer System
Revenue Bonds, Series 1984", dated May 1, 1984,
originally issued in the aggregate principal amount
of $500,000 and (2) "City of Southlake, Texas,
Waterworks and Sewer System Revenue Refunding
Bonds, Series 1987", dated March 1, 1987, and
originally issued in the aggregate principal amount
of $217,000 and (ii) obligations hereafter issued
which by the terms of the authorizing ordinance are
made payable from and secured by a lien on and
pledge of the Net Revenues of the System ranking
prior and superior to the lien and pledge securing
the payment of the Certificates.
(k) The term "System" shall mean all
properties, facilities and plants currently owned,
operated and maintained by the City for the supply,
treatment, transmission and distribution of treated
potable water and the collection, treatment and
disposal of water-carried wastes, together with all
future extensions, improvements, replacements and
additions thereto.
SECTION 11: Certificate Fund. For the purpose of paying
the interest on and to provide a sinking fund for the payment,
0043949
-18-
redemption and retirement of the Certificates, there shall be and
is hereby created a special account or fund on the books and
records of the city known as the "SPECIAL SERIES 1992A TAX AND
REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited
to the credit of such Fund shall be shall be kept and maintained
in a special banking account at the City's depository bank.
Authorized officials of the city are hereby authorized and
directed to make withdrawals from said Fund sufficient to pay the
principal of and interest on the Certificates as the same become
due and payable, and, shall cause to be transferred to the Paying
Agent/Registrar from moneys on deposit in the Certificate Fund an
amount sufficient to pay the amount of principal and/or interest
falling due on the Certificates, such transfer of funds to the
Paying Agent/Registrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying
Agent/Registrar on or before the last business day next preceding
each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar,
money in the Certificate Fund may, at the option of the City, be
invested in obligations identified in, and in accordance with the
provisions of the "Public Funds Investment Act of 1987" relating
to the investment of "bond proceeds"; provided that all such
investments shall be made in such a manner that the money required
to be expended from said Fund will be available at the proper time
or times. All interest and income derived from deposits and
investments in said Certificate Fund shall be credited to, and any
losses debited to, the said Certificate Fund. All such
investments shall be sold promptly when necessary to prevent any
default in connection with the Certificates.
SECTION 12: Tax Levy. To provide for the payment of the
"Debt Service Requirements" on the Certificates being (i) the
interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount
shall be the greater), there shall be and there is hereby levied
for the current year and each succeeding year thereafter while
said Certificates or any interest thereon shall remain
Outstanding, a sufficient tax on each one hundred dollars'
valuation of taxable property in said City, adequate to pay such
Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed
and collected each year and applied to the payment of the Debt
Service Requirements, and the same shall not be diverted to any
other purpose. The taxes so levied and collected shall be paid
into the Certificate Fund. The City Council hereby declares its
purpo~ ~nd intent to provide and levy a tax legally and fully
sufficient to pay the said Debt Service Requirements, it having
been determined that the existing and available taxing authority
of the City for such purpose is adequate to permit a legally
0043949
-19-
sufficient tax in consideration of all other outstanding
indebtedness.
The amount of taxes to be provided annually for the payment
of the principal of and interest on the Certificates shall be
determined and accomplished in the following manner:
(a) Prior to the date the City
annual tax rate and passes an ordinance
each year, the Council shall determine:
Council establishes the
levying ad valorem taxes
(1) The amount on deposit in the Certificate Fund
after (a) deducting therefrom the total amount of Debt
Service Requirements to become due on Certificates prior
to the Collection Date for the ad valorem taxes to be
levied and (b) adding thereto the amount of the Net
Revenues of the System appropriated and allocated to pay
such Debt Service Requirements prior to the Collection
Date for the ad valorem taxes to be levied.
(2) The amount of Net Revenues of the System,
appropriated and to be set aside for the payment of the
Debt Service Requirements on the Certificates between
the Collection Date for the taxes then to be levied and
the Collection Date for the taxes to be levied during
the next succeeding calendar year.
(3) The amount of Debt Service Requirements to
become due and payable on the Certificates between the
Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the
next succeeding calendar year.
(b) The amount of taxes to be levied annually each year to
pay the Debt Service Requirements on the Certificates shall be the
amount established in paragraph (3) above less the sum total of
the amounts established in paragraphs (1) and (2), after taking
into consideration delinquencies and costs of collecting such
annual taxes.
SECTION 13: Pledqe of Revenues. The City hereby covenants
and agrees that, subject to the prior lien on and pledge of the
Net Revenues of the System to the payment and security of Prior
Lien Obligations, all the Net Revenues of the System, with the
exception of those in excess of the amounts required to be
deposited to the Certificate Fund as hereafter provided, are
h~reb¥ irrevocably pledged, equally and ratably, to the payment of
the principal of and interest on the Certificates, and Additional
Certificates, if issued, and the pledge of Net Revenues of the
System herein made for the payment of the Certificates shall
0043949
-20-
constitute a lien on the Net Revenues of the System in accordance
with the terms and provisions hereof and be valid and binding
without further action by the City and without any filing or
recording except for the filing of this Ordinance in the records
of the city.
SECTION 14: System Fund. The City hereby covenants and
agrees that all Gross Revenues (excluding earnings from the
investment of money held in any special funds or accounts created
for the payment and security of Prior Lien Obligations) shall be
deposited as collected into a fund maintained at an official
depository of the City and known on the books of the City as the
"City of Southlake Waterworks and Sanitary Sewer System Fund"
(hereinafter called the "System Fund"). All moneys deposited to
the credit of the System Fund shall be allocated, appropriated and
budgeted to the extent required for the following purposes and in
the order of priority shown, to wit:
First: To the payment of Operating and
Maintenance Expenses of the System as defined in
herein or required by statute to be a first charge
on and claim against the Gross Revenues of the
System.
Second: To the payment of all amounts required
to be deposited in the special Funds created and
established for the payment, security and benefit
of Prior Lien Obligations in accordance with the
terms and provisions of the ordinances authorizing
the issuance of Prior Lien Obligations.
Third: Equally and ratably, to the payment of
the amounts required to be deposited in the
special funds and accounts created and established
for the payment of the Certificates (the
Certificate Fund), and Additional Certificates.
Any Net Revenues remaining in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be appropriated
and used for any other city purpose now or hereafter permitted by
law.
SECTION 15: Deposits to Certificate Fund. The City hereby
covenants and agrees to cause to be deposited to the credit of the
Certificate Fund prior to each principal and interest payment date
for the Certificates from the pledged Net Revenues of the System
in the System Fund, after the deduction of all payments required
to be made to the special Funds or accounts created for the
payment and security of the Prior Lien Obligations, an amount
0043949 - 2 1-
equal to one hundred per centum (100%) of the amount required to
fully pay the interest and principal payments then due and payable
on the Certificates, such deposits to pay accrued interest and
maturing principal on the Certificates to be made in substantially
equal monthly installments on or before the 25th day of each month
beginning on or before the 25th day of the month following the
date of delivery of the Certificates to the initial purchaser.
The monthly deposits to the Certificate Fund, as hereinabove
provided, shall be made until such time as such Fund contains an
amount equal to pay the principal of and interest on the
Certificates to maturity. Accrued interest received from the
purchasers of the Certificates deposited to the Certificate Fund
and ad valorem taxes levied, collected and deposited in the
Certificate Fund for and on behalf of the Certificates may be
taken into consideration and reduce the amount of the monthly
deposits otherwise required to be deposited in the Certificate
Fund from the Net Revenues of the System. In addition, any
proceeds of sale of the Certificates in excess of the amount
required to pay the contractual obligations to be incurred
(including change orders to a construction contract) shall be
deposited in the Certificate Fund, which amount shall reduce the
sums otherwise required to be deposited in said Fund from ad
valorem taxes and the Net Revenues of the System.
SECTION 16: Security of Funds. Ail moneys on deposit in
the Funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested) shall be
secured in the manner and to the fullest extent required by the
laws of Texas for the security of public funds, and moneys on
deposit in such Funds shall be used only for the purposes
permitted by this ordinance.
SECTION 17: Maintenance of System - Insurance. The city
covenants and agrees that while the Certificates remain
Outstanding, it will maintain and operate the System with all
possible efficiency and maintain casualty and other insurance on
the properties of the System and its operations of a kind and in
such amounts customarily carried by municipal corporations in the
State of Texas engaged in a similar type business; that it will
faithfully and punctually perform all duties with reference to the
System required by the Constitution and laws of the State of
Texas.
SECTION 18: Rates and Charges. The City hereby covenants
and agrees with the Holders of the Certificates that rates and
charges for water and sewer services afforded by the System will
be established and maintained that are reasonably expected, on the
basis of available information and experience and with due
allowance of contingencies and after taking into consideration
0043949
-22-
other sources of legally available funds budgeted therefor,
provide Gross Revenues in each Fiscal Year sufficient:
(a) To pay Operating and Maintenance Expenses,
depreciation charges and replacement and betterment
costs;
to
(b) To pay the principal of and interest on the
Prior Lien Obligations, if any, as the same becomes due
and payable and the amounts required to be deposited in
any special Fund created and established for the payment
and security thereof;
(c) To pay the amounts, if any, required to be
deposited in the special Funds created and established
for the payment of the Certificates (the Certificate
Fund), and Additional Certificates; and
(d) To pay other legally incurred indebtedness
payable from the revenues of the System and/or secured
by a lien on the System or the revenues thereof.
SECTION 19: Records and Accounts - Annual Audit. The city
further covenants and agrees while any of the Certificates remain
Outstanding, to keep and maintain separate and complete records
and accounts pertaining to the operations of the System in which
complete and correct entries shall be made of all transactions
relating thereto, as provided by Article 1113, V.A.T.C.S., or
other applicable law. The Holder or Holders of the Certificates
or any duly authorized agent or agents of such Holders shall have
the right to inspect the System and all properties comprising the
same. The City further agrees that following the close of each
Fiscal Year, it will cause an audit of such books and accounts to
be made by an independent firm of Certified Public Accountants.
copies of each annual audit shall be furnished to the Executive
Director of the Municipal Advisory Council of Texas at his office
in Austin, Texas, and, upon written request, to the original
purchaser of the Certificates and any subsequent Holder thereof.
SECTION 20: Remedies in Event of Default. In
addition to all the rights and remedies provided by the laws of
the State of Texas, the City covenants and agrees particularly
that in the event the City (a) defaults in the payments to be made
to the Certificate Fund, or (b) defaults in the observance or
performance of any other of the covenants, conditions or
obligations set forth in this Ordinance, the owner or owners of
any of the Certificates shall be entitled to a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring
the governing body of the City and other officers of the city to
0043949
-23-
observe and perform any covenant,
prescribed in this Ordinance.
condition or obligation
No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time
to time and as often as may be deemed expedient. The specific
remedies herein provided shall be cumulative of all other existing
remedies and the specification of such remedies shall not be
deemed to be exclusive.
SECTION 21: Special Covenants.
covenants as follows:
The City hereby further
(a) It has the lawful power to pledge the Net
Revenues of the System supporting this issue of
Certificates and has lawfully exercised said powers
under the Constitution and laws of the State of Texas,
including said power existing under
Articles 1111 et seq., V.A.ToC.S. and V.T.C.A., Local
Government Code, Sections 271.041, et seq.
(b) Other than for the payment of the outstanding
Prior Lien Obligations, the outstanding "City of
Southlake, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation,
Series 1990", dated August 1, 1990 and "City of
Southlake, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation,
Series 1992", dated May 1, 1992 and the Certificates,
the Net Revenues of the System have not in any manner
been pledged to the payment of any debt or obligation of
the city or of the System.
(c) To the extent that it legally may, the City
further covenants and agrees that, while any of the
Certificates are Outstanding, no franchise shall be
granted for the installation or operation of any
competing waterworks and sewer systems other than those
owned by the City, and the operation of any such systems
by anyone other than the City is hereby prohibited.
(d) No free service of the System shall be
allowed, and should the City or any of its agents or
instrumentalities make use of the services and
facilities of the System, payment of the reasonable
value thereof shall be made by the City out of funds
from sources other than the revenues and income of the
System.
0043949
-24-
SECTION 22: Issuance of Prior Lien Obliqations and
Additional Certificates. The City hereby expressly reserves the
right to hereafter issue Prior Lien Obligations, without
limitation as to principal amount but subject to any terms,
conditions or restrictions applicable thereto under law or
otherwise, and, also reserves the right to issue Additional
Certificates which, together with the Certificates, shall be
equally and ratably secured by a parity lien on and pledge of the
Net Revenues of the System.
SECTION 23: Application of Prior Lien Obliqations
Covenants and Aqreements. It is the intention of this governing
body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon
the management and operations of the System, and the administering
and application of revenues derived from the operation thereof,
shall to the extent possible be harmonized with like provisions,
agreements and covenants contained in the ordinances authorizing
the issuance of the Prior Lien Obligations, and to the extent of
any irreconcilable conflict between the provisions contained
herein and in the ordinances authorizing the issuance of the Prior
Lien Obligations, the provisions, agreements and covenants
contained therein shall prevail to the extent of such conflict and
be applicable to this Ordinance but in all respects subject to the
priority of rights and benefits, if any, conferred thereby to the
holders of the Prior Lien Obligations. Notwithstanding the above,
any change or modification affecting the application of revenues
derived from the operation of the System shall not impair the
obligation of contract with respect to the pledge of revenues
herein made for the payment and security of the Certificates.
SECTION 24: Mutilated - Destroyed - Lost and Stolen
Certificates. In case any Certificate shall be mutilated, or
destroyed, lost or stolen, the Paying Agent/Registrar may execute
and deliver a replacement Certificate of like form and tenor, and
in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for
such mutilated Certificate, or in lieu of and in substitution for
such destroyed, lost or stolen Certificate, only upon the approval
of the City and after (i) the filing by the Holder thereof with
the Paying Agent/Registrar of evidence satisfactory to the Paying
Agent/Registrar of the destruction, loss or theft of such
Certificate, and of the authenticity of the ownership thereof and
(ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the city and the
Paying Agent/Registrar harmless. All expenses and charges
associated with such indemnity and with the preparation, execution
and delivery of a replacement Certificate shall be borne by the
Holder of the Certificate mutilated, or destroyed, lost or stolen.
0043949
-25-
Every replacement Certificate issued pursuant to this Section
shall be a valid and binding obligation, and shall be entitled to
all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates; notwithstanding the enforceability
of payment by anyone of the destroyed, lost, or stolen
Certificates.
The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement and payment of mutilated, destroyed,
lost or stolen Certificates.
SECTION 25: Satisfaction of Obliqation of city. If the
city shall pay or cause to be paid, or there shall otherwise be
paid to the Holders, the principal of, premium, if any, and
interest on the Certificates, at the times and in the manner
stipulated in this Ordinance, then the pledge of taxes levied
under this Ordinance and the Net Revenues of the System (to the
extent such pledge of Net Revenues shall not have been discharged
or terminated by prior payment of principal of or interest on the
Certificates) and all covenants, agreements, and other obligations
of the City to the Holders shall thereupon cease, terminate, and
be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be
deemed to have been paid within the meaning and with the effect
expressed above in this Section when (i) money sufficient to pay
in full such Certificates or the principal amount(s) thereof at
maturity or the redemption date therefor, together with all
interest due thereon, shall have been irrevocably deposited with
and held in trust by the Paying Agent/Registrar, or an authorized
escrow agent, or (ii) Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or
an authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to mature as to
principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient
money, together with any moneys deposited therewith, if any, to
pay when due the principal of and interest on such Certificates,
or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given
or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/ Registrar have been made) the redemption date
thereof. The city covenants that no deposit of moneys or
Government Securities will be made under this Section and no use
made of any such deposit which would cause the Certificates to be
treated as "arbitrage bonds" within the meaning of Section 148 of
the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
0043949
-26-
Any moneys so deposited with the Paying Agent/ Registrar, or
an authorized escrow agent, and all income from Government
Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not
required for the payment of the Certificates, or any principal
amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited shall be remitted to the city or
deposited as directed by the city. Furthermore, any money held by
the Paying Agent/Registrar for the payment of the principal of and
interest on the Certificates and remaining unclaimed for a period
of four (4) years after the Stated Maturity, or applicable
redemption date, of the Certificates such moneys were deposited
and are held in trust to pay shall upon the request of the City be
remitted to the City against a written receipt therefor.
Notwithstanding the above and foregoing, any remittance of funds
from the Paying Agent/Registrar to the City shall be subject to
any applicable unclaimed property laws of the State of Texas.
SECTION 26: Ordinance a Contract -Amendments. This
Ordinance shall constitute a contract with the Holders from time
to time, be binding on the City, and shall not be amended or
repealed by the City while any Certificates remain Outstanding
except as permitted in this Section. The City may, without the
consent of or notice to any Holders, from time to time and at any
time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity,
inconsistency, or formal defect or omission herein. In addition,
the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Certificates then Outstanding
affected thereby, amend, add to, or rescind any of the provisions
of this Ordinance; provided that, without the consent of all
Holders of Outstanding Certificates, no such amendment, addition,
or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Certificates,
reduce the principal amount thereof, the redemption price or the
rate of interest thereon, or in any other way modify the terms of
payment of the principal of, premium, if any, or interest on the
Certificates, (2) give any preference to any Certificate over any
other Certificate, or (3) reduce the aggregate principal amount of
Certificates required to be held by Holders for consent to any
such amendment, addition, or rescission.
SECTION 27: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 27, the
following terms have the following meanings:
"Code" means the Internal Revenue Code of 1986, as
amended by all legislation, if any, enacted on or before
the Issue Date.
0043949
"Computation Date" has the meaning stated in Treas.
Reg. § 1.148-8(b) (1).
"Gross Proceeds" has the meaning stated in Treas.
Reg. § 1.148-8(d) .
"Investment" has the meaning stated in Treas.
Reg. § 1.148-8(e).
"Issue Date" means the date on which the
Certificates are first authenticated and delivered to
the initial purchasers against payment therefor.
"Nonpurpose Investment" means any Investment in
which Gross Proceeds of the Certificates are invested
and which is not acquired to carry out the governmental
purpose of the Certificates.
"Yield of"
(1) any Investment shall be computed in
accordance with Treas. Reg. §1.148-2, and
(2) the Certificates has the meaning
stated in Treas. Reg. § 1.148-3.
(b) Not to Cause Interest to Become Taxable. The City shall
not use, permit the use of, or omit to use Gross Proceeds or any
other amounts (or any property the acquisition, construction, or
improvement of which is to be financed directly or indirectly with
Gross Proceeds) in a manner which, if made or omitted,
respectively, would cause the interest on any Certificate to
become includable in the gross income, as defined in section 61 of
the Code, of the owner thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until
the City shall have received a written opinion of counsel
nationally recognized in the field of municipal bond law to the
effect that failure to comply with such covenant will not
adversely affect the exclusion of interest on any Certificate from
gross income for federal income tax purposes pursuant to Section
103 of the Code, the city shall comply with each of the specific
covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted
by section 141 of the Code and the regulations and rulings
thereunder, the City, at all times prior to the last Stated
Maturity of Certificates,
0043949
-28-
(1) shall exclusively own, operate, and possess
all property acquired, constructed or improved directly
or indirectly with Gross Proceeds of the Certificates
and shall not use or permit the use of such Gross
Proceeds or any property acquired, constructed, or
improved with such Gross Proceeds in any activity
carried on by any person or entity other than a state or
local government, unless such use is solely as a member
of the general public, or
(2) shall not directly or indirectly impose or
accept any charge or other payment for use of Gross
Proceeds of the Certificates or for any property
acquired, constructed or improved indirectly with such
Gross Proceeds, other than taxes of general application
within the City or interest earned on investments
acquired with such Gross Proceeds pending application
for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the regulations and rulings
thereunder, the city shall not use Gross Proceeds of the
Certificates to make or finance loans to any person or entity
other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be
"loaned" to a person or entity if (1) property acquired,
constructed, or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction which creates a
debt for federal income tax purposes, (2) capacity in or service
from such property is committed to such person or entity under a
take-or-pay, output, or similar contract or arrangement, or (3)
indirect benefits, or burdens and benefits of ownership, of such
Gross Proceeds or any property acquired, constructed, or improved
with such Gross Proceeds are otherwise transferred in a
transaction which is the economic equivalent of a loan.
(e) Not to Invest at Hiqher Yield. Except to the extent
permitted by section 148 of the Code and the regulations and
rulings thereunder, the City shall not, at any time prior to the
final Stated Maturity of the Certificates, directly or indirectly
invest Gross Proceeds of the Certificates in any Investment (or
use such Gross Proceeds to replace money so invested), if as a
result of such investment the Yield of all Investments allocated
to such Gross Proceeds whether then held or previously disposed
of, exceeds the Yield of the Certificates.
(f) Not Federally Guaranteed. Except to the extent
permitted by section 149(b) of the Code and the regulations and
rulings thereunder, the city shall not take or omit to take any
action which would cause the Certificates to be federally
0045949
-29-
guaranteed within the meaning of Section 149(b) of the Code and
the regulations and rulings thereunder.
(g) Information Report. The city shall timely file with the
Secretary of the Treasury the information required by section
149(e) of the Code with respect to the Certificates on such form
and in such place as such Secretary may prescribe.
(h) No Rebate Required. The City warrants and represents
that it satisfies the requirements of paragraph (2) and (3) of
section 148(f) of the Code with respect to the Certificates
without making the payments for the United States described in
such section. Specifically, the City warrants and represents that
(1) the city is a governmental unit with general
taxing powers;
(2) at least 95% of
Certificates will be used
activities of the city;
the Gross Proceeds of the
for the local governmental
(3 the aggregate face amount of all tax-exempt
obligations issued or expected to be issued by the city
(and all subordinate entities thereof) in the calendar
year in which the Certificates are issued is not
reasonably expected to exceed $5,000,000.
SECTION 28: Sale of the Certificates. The sale of the
Certificates to Prudential-Securities Incorporated (herein
referred to as the "Purchasers") at the price of par and accrued
interest to the date of delivery, plus a premium of $-0-, is
hereby approved and confirmed. Delivery of the Certificates to
the Purchasers shall occur as soon as possible upon payment being
made therefor in accordance with the terms of sale.
SECTION 29: Qualified Tax Exempt Obliqations. That in
accordance with the provisions of paragraph (3) of subsection (b)
of Section 265 of the Code, the City hereby designates the
Certificates to be "qualified tax exempt obligations" in that the
Certificates are not "private activity bonds" as defined in the
Code and the reasonably anticipated amount of "qualified tax
exempt obligations" to be issued by the City (including all
subordinate entities of the City) for the calendar year 1992 will
not exceed $10,000,000.
SECTION 30: official Statement. The official Statement
prepared in the initial offering and sale of the Certificates by
the city, together with all addendas, supplements and amendments
thereto issued on behalf of the city, is hereby approved as to
0043949
--30--
form and content, and the city Council hereby finds that the
information and data contained in said Official Statement
pertaining to the City and its financial affairs is true and
correct in all material respects and no material facts have been
omitted therefrom which are necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading. The use of such Official Statement in the
reoffering of the Certificates by the Purchasers is hereby
approved and authorized.
SECTION 31: Proceeds of Sale. The proceeds of sale of the
Certificates, excluding the accrued interest and premium, if any,
received from the Purchasers, shall be deposited in a construction
fund maintained at the City's depository bank. Pending
expenditure for authorized projects and purposes, such proceeds of
sale may be invested in authorized investments and any investment
earnings realized may be expended for such authorized projects and
purposes or deposited in the Certificate Fund as shall be
determined by the City Council. All surplus proceeds of sale of
the Certificates, including investment earnings, remaining after
completion of all authorized projects or purposes shall be
deposited to the credit of the Certificate Fund.
SECTION 32: Control and Custody of Certificates. The
Mayor of the City shall be and is hereby authorized to take and
have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas,
including the printing and supply of definitive Certificates, and
shall take and have charge and control of the Initial Certificate
pending the approval thereof by the Attorney General, the
registration thereof by the Comptroller of Public Accounts and its
delivery to the Purchasers.
Furthermore, the Mayor, City Secretary, City Manager and
Finance Director, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and
certifications relating to the City and the issuance of the
Certificates, including a certification as to facts, estimates,
circumstances and reasonable expectations pertaining to the use
and expenditure and investment of the proceeds of the Certificates
as may be necessary for the approval of the Attorney General,
registration by the Comptroller of Public Accounts and delivery of
the Certificates to the purchasers thereof and, together with the
City's financial advisor, bond counsel and the Paying Agent/
Registrar, make the necessary arrangements for the delivery of the
Initial Certificate(s) to the purchasers.
SECTION 33: Notices to Holders-Waiver. Wherever this
Ordinance provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly
0041949
-31-
provided) if in writing and sent by United States Mail, first
class postage prepaid, to the address of each Holder appearing in
the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither
the failure to mail such notice to any particular Holders, nor any
defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Certificates. Where this
Ordinance provides for notice in any manner, such notice may be
waived in writing by the Holder entitled to receive such notice,
either before or after the event with respect to which such notice
is given, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon
such waiver.
SECTION 34: Cancellation. Ail Certificates surrendered
for payment, redemption, transfer, exchange, or replacement, if
surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be
delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying
Agent/Registrar. The City may at any time deliver to the Paying
Agent/Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have
acquired in any manner whatsoever, and all Certificates so
delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Certificates held by the Paying
Agent/Registrar shall be returned to the City.
SECTION 35: Printed Opinion. The Purchasers' obligation
to accept delivery of the Certificates is subject to being
furnished a final opinion of Fulbright & Jaworski, Attorneys,
Dallas, Texas, approving the Certificates as to their validity,
said opinion to be dated and delivered as of the date of delivery
and payment for the Certificates. Printing of a true and correct
reproduction of said opinion on the reverse side of each of the
definitive Certificates is hereby approved and authorized.
SECTION 36: CUSIP Numbers. CUSIP numbers may be printed
or typed on the definitive Certificates. It is expressly
provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or
effect as regards the legality thereof and neither the City nor
attorneys approving the Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the
definitive Certificates.
0043949
-32-
SECTION 37: Benefits of Ordinance. Nothing in this
Ordinance, expressed or implied, is intended or shall be construed
to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim,
legal or equitable, under or by reason of this Ordinance or any
provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the
city, the Paying Agent/Registrar and the Holders.
SECTION 38: Inconsistent Provisions. Ail ordinances,
orders or resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of
this Ordinance shall be and remain controlling as to the matters
contained herein.
SECTION 39: Governinq Law. This Ordinance shall be
construed and enforced in accordance with the laws of the State of
Texas and the United States of America.
SECTION 40: Effect of Headings. The Section headings
herein are for convenience only and shall not affect the
construction hereof.
SECTION 41: Construction of Terms. If appropriate in the
context of this Ordinance, words of the singular number shall be
considered to include the plural, words of the plural number shall
be considered to include the singular, and words of the masculine,
feminine or neuter gender shall be considered to include the other
genders.
SECTION 42: Severability. If any provision of this
Ordinance or the application thereof to any circumstance shall be
held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be
valid, and the City Council hereby declares that this Ordinance
would have been enacted without such invalid provision.
SECTION 43: Public Meetinq. It is officially found,
determined, and declared that the meeting at which this Ordinance
is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered
at such meeting, including this Ordinance, was given, all as
required by Article 6252-17, Vernon's Texas Civil Statutes, as
amended.
00&3949
-33-
SECTION 44: Effective Date. This Ordinance shall take
effect and be in full force immediately from and after its date of
adoption shown below.
PASSED ON FIRST READING, October 6, 1992.
PASSED ON SECOND READING AND ADOPTED, this October 20, 1992.
CITY OF SOUTHLAKE, TEXAS
~a¥or
ATTEST:
~ity Secretary
APPROVED AS TO LEGALITY:
City Attorney
00439~9
fort Worth Star
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102
__..E STATE OF TEXAS
unty of Tarrant
Before me , a Notary Public in and for said County and State , this day
personally appeared CAL RILEY Billing Specialist for the Fort Worth
Stdr-Telegram , published by the Star-Telegrdm Inc . at Fort Worth , in Tarrant
County, Texas ; and who , after being duly sworn , did depose and say that the
following clipping of an advertisement was published in the above named
paper on the following dates :
DATE AD INVOICE NO. DESCRIPTION AD SIZE INCH/LINE RATE AMOUNT
OCT 23169607581CL • 358 1X44 L 44 . 40 17 . 60
ORDINANCE NO.575 Oct 23
AN ORDINANCE author-
izing the Issuance of"CI-
TY OF SOUTHLAKE P • O • # 575
TEXAS, TAX AND
WATERWORKS AND
SEWER SYSTEM SUR-
PLUS REVENUE CER-
TIFICATES OF OBLI-
GATION, SERIES
er9madspeuifryeisng said
certificates;providing for
the payment of said certl-
fIcates ofobllgation bythe
levy of an ad valorem tax
upon all taxable property
within the City and a lien
on and pledge of the net
revenues
th e rme Wetear-
works andSewer System;
and resolving other mat-ters incident and relating SIGNED
he Issuance,payment,
ofts'aidlCertificaates' AND SWORN TO BEFORE ME , THIS THE 27Th DA OF Cs B 1992
Iudlng the approval
ISttement eranoffg NOTARY PUBLICi
e.eto and
tovidinglan
thereto;and providing an
effective date.
PA
SSED CONDR APPROVEC EADINGTHIS
THE 20th DAY OF OCTO- o,o,,v,�a. TARRANT COUNTY , TEXAS
'�44do .�grov�
BER,1992Gary Fics,
ATTEST Southlake .O?aY•FUe��, KATHRYN 1 SPENCER
Sandra L.LeGrand, '�•
"�•- CO{�IMISSION EXPIRES
City Secretary ApprovedyneK as ton,form: +��ivj. i\.- RORY
23, 1995
Wa .O lso
City Attorney +
0,---TEAR A ONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT
REMIT TO : 400 W . SEVENTH , FW , TX 76102
Fort Worth tar- RE"JILT TC. �` ,� XO�C�1��t�Tk/1��T��tfAx�l�1-2051
Tele r am ACCOUNT AMOUNT
696U?S8 NUMBER CITY? DUE 1?• 60
PAGE IIE 1
CITY OF SOUTHLAKE ORIGINAL
667 N CARROLL AVE 17 . 60
PLEASE SOUTHLAKE TX 76092-8898 THIS AMOUNT
ATTN : SANDY LEGRAND
PLEASE WRITE IN AMOUNT ENCLOSED
Fort Worth tar1ë1egram
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102
—IE STATE OF TEXAS
)unty of Tarrant
Before me , a Notary Public in and for said County and State , this day
personally appeared CAL RILEY Billing Specialist for the Fort Worth
Star-Telegram , published by the Star-Telegram Inc . at Fort Worth, in Tarrant
County, Texas ; and who, after being duly sworn , did depose and say that the
following clipping of an advertisement was published in the above named
paper on the following dates :
DATE AD INVOICE NOI DESCRIPTION AD SIZE TOTAL RATE AMOUNT
OCT 09j 6953546 CL . 358 1X48 L 48 . 40 19 . 20
�/ ........................
Oct 9
NOTIHEARINGBLIC P . O . # ORD NO • 575
NOTICE Is hereby iventoall
ty Cous cll of the Cityhof So tCh-
lake Texas,will be holdin a
pub(Ic hearing during the
Regular City Council meetin55
to be held on October 20,199Z
at 7:00 p.m., Southlake City
Hall,667 North Carroll Ave-
nue,Southlake,Texas.
i Purpose of the hearing Is to
conslderthesecondreadingof
the following ordinance: \
ANORIDINANCEaOu h�hppr
lung the Issuance c "CI- ... ......... ...... ..
TV OF SOUTHLAKE_,TAX ANCS
SEWER�pO SYSTEM SIGNED
sands= to esnofsthe
Ificates;providingfor AID SWORN TO BEFORE ME , THIS THE 1 TH AY 0 O O R, 1992
mymesofent Ofsalecertl- NOTARY PUBLI x `
esofaxableionbythe ��11 ` `
levy of an ad valorem tax
upon all taxable propertn
within the City and a lien
on and pledge of the net TARRANT COUNTY, TEXAS
revenues from theopera-
tlon of the Cliv's Water- _._._. sy'� d —._.__.....
works and Sewer System; 0
and resolving other magSt t1`,
tern Incident and relating 46y'?.41 t `taVN i. Jy
to the Issuance,payment, ••;' �� ��
02
security, sale and daily- - �z• i./;•f
ery of sale Certificates - , t` g �>�y�pBY 28, 1995 1=giin the approval r�„ \;ice
anddlsir butlonofanOffl- yr•�. •;}•:
cial Statement pertaining 4r•• t`•- _..-.._._... .
thereto;and providing an vt4 Win-"''
City ofSoutdhlake
Sandra L LeGrand
j City Secretary, /L''I'"li
TEAR AlfONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT-�
REMIT TO : 400 W . SEVENTH , FW, TX 76102
ply
Fort WorthStar-Telegram � T�• � ,FX�x �t9�kx'~R�T9 -2051
ACCOUNT AMOUNT
6953546 NUMBER CIT57 DUE 19 . 20
x
,
PAGE F
s �1
CITY OF SOUTHLAKE ORIGINAL
667 N CARROLL AVE PLEASE PAY 19 . 20
SOUTHLAKE TX 76092-8898 THIS AMOUNT
ATTN : SANDY LEGRAND
PLEASE WRITE IN AMOUNT ENCLOSED