0654ORDINANCE authorizing the issuance of "CITY OF
SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION,
SERIES 1995"; 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 resolving other matters incident and
relating to the issuance, payment, security, sale
and delivery of said Certificates; and providing an
effective date.
WHEREAS, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$350,000 for the purpose of paying contractual obligations to be
incurred for the acquisition~of la~d fo~a ~n~wmunicipal complex,
has been duly published in ~~c.~.~-~ on
/~ ~ , 1995 and /~ -~ , 199~, the date of the
first publication of such notice being not less than fifteen (15)
days prior to December 19, 1995, the date stated therein for the
second reading and final passage of this Ordinance; and
WHEREAS, no petition, bearing the valid petition signatures of
5% or more 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 $290,000
in principal amount of the certificates of obligation described in
such notice should be issued at this time and such certificates are
to be delivered to the owner of the land to be acquired in exchange
for the title to such land; 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
$290,000, to be designated and bear the title "CITY OF SOUTHLAKE,
TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1995" (hereinafter
referred to as the "Certificates"), for the purpose of a paying
contractual obligation to be incurred for the acquisition of land
for a new municipal complex, 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 Maturity-Date. The Certificates are issuable
in fully registered form only; shall be dated December 20, 1995
(the "Certificate Date") and shall be in denominations of $5,000 or
any integral multiple thereof and the Certificates shall become due
and payable on March 20, 2000 (the "Stated Maturity"). The
Certificates shall bear interest on the unpaid principal amount
from the date of their delivery to the initial owner (which date
shall be the registration date noted on the Initial Certificate in
the "Registration Certificate of Paying Agent/Registrar" to appear
thereon) at the rate of 5.50% per annum (computed on the basis of
a 360-day year of twelve 30-day months). Interest on the
Certificates shall be payable quarterly on March 20, June 20,
September 20, and December 20 in each year, commencing March 20,
1996.
SECTION 3: Terms of Payment-Pa¥inq Aqent/Reqistrar~ The
principal of, premium, if any, and the interest on the
Certificates, due and payable by reason of maturity shall be
payable only to the registered owners or holders of the
Certificates (hereinafter called the "Holders") appearing on the
registration and transfer books 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.
Interest on each definitive Certificate shall accrue from the
latest interest payment date that interest thereon has been paid
that precedes the registration date appearing on such Certificate
in the "Registration Certificate of Paying Agent/Registrar"
(Section 8D hereof), unless the registration date appearing thereon
is an interest payment date for which interest is being paid, in
which case interest on such Certificate shall accrue from the
registration date thereon and provided further that interest on
such definitive Certificates having a registration date prior to
the first interest payment date shall accrue from the date of
delivery of the Certificates to the initial owners thereof.
The selection and appointment of
to serve as Paying Agent/Registrar
for the Certificates is hereby approved and confirmed. Books and
records relating to the registration, payment, exchange and
transfer of the Certificates (the "Security Register") shall at all
times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, all as provided herein, in accordance with the
terms and provisions of a "Paying Agent/Registrar Agreement,,,
substantially in the form attached hereto as Exhibit A, and such
reasonable rules and regulations as the Paying Agent/Registrar and
the City may prescribe. The Mayor and City Secretary are hereby
authorized to execute and deliver such Agreement in connection with
the delivery of the Certificates. The City covenants to maintain
and provide a Paying Agent/Registrar at all times until the
Certificates are paid and discharged, and any successor Paying
Agent/Registrar shall be a bank, trust company, financial
institution or other entity qualified and authorized to serve in
such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the Certificates, the City agrees to promptly cause a written
notice thereof to be sent to each Holder by United States Mail,
first class postage prepaid, which notice shall also give the
address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates shall be
payable at the Stated Maturity only upon presentation and surrender
of the Certificates to the Paying Agent/Registrar at its designated
offices in (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 15th calendar day 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.
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: Non-Redeemable. The Certificates shall not be
subject to redemption prior to maturity at the option of the City.
SECTION 5: Reqistration - Transfer - Exchanqe of Certi-
ficates - Predecessor Certificates. 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 Designated
Payment/Transfer Office of the Paying Agent/Registrar for
cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly
authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender for transfer of any Certificate at the
Designated Payment/Transfer Office of the Paying Agent/Registrar,
one or more new Certificates shall be registered and issued to the
assignee or transferee of the previous Holder; such Certificates to
be in authorized denominations, having the same Stated Maturity and
of a like aggregate principal amount as the Certificate or
Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for
other Certificates of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and 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 10 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.
SECTION 6: Execution - Registration. The Certificates
shall be executed on behalf of the City by the Mayor under its seal
reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Certificates may
be manual or facsimile. Certificates bearing the manual or
facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be
duly executed on behalf of the City, notwithstanding that one or
more of the individuals executing the same shall cease to be such
officer at the time of delivery of the Certificates to the initial
owners 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 SD,
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.
Notwithstanding the above and foregoing paragraph, the Initial
Certificate authorized for delivery to the initial owners in
Section 7 hereof shall have printed thereon both Certificates of
Registration appearing in Sections 8C and 8D hereof, and both such
certifications shall be required to be manually executed in
connection with the initial delivery of the Initial Certificate to
the initial owners and both such certificates appearing on each of
the Initial Certificate, duly signed, shall be conclusive evidence
that such Initial Certificate has been duly certified, registered
and delivered.
SECTION 7: Initial Certificate. The Certificates herein
authorized shall be initially issued as one (1) fully registered
certificate in the principal amount of $290,000 and to be numbered
one (1) (hereinafter called the "Initial Certificate") and the
Initial Certificate shall be registered in the name of the initial
owner or the designee thereof. The Initial Certificate 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 owner. Any time after the delivery of
the Initial Certificate, the Paying Agent/Registrar, pursuant to
written instructions from the initial owners, or the designee
thereof, shall cancel the Initial Certificate delivered hereunder
and exchange therefor definitive Certificates of other authorized
denominations and principal amounts for exchange, transfer and
delivery to the assigns of the initial owner at the addresses
identified therefor; all pursuant to and in accordance with such
written instructions from the initial owner, or the designee
thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 8: Forms. A. Forms Generally. The Certificates,
the Registration Certificate of the Comptroller of Public Accounts
of the State of Texas, the Registration Certificate of Paying
Agent/Registrar, and the form of Assignment to be printed on each
of the Certificates, shall be substantially in the forms set forth
in this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by
this Ordinance and may have such letters, numbers, or other marks
of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and endorsements
(including 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 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.
B. Form of Definitive and Initial
REGISTERED
NO.
Certificates.
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
CERTIFICATE OF OBLIGATION,
SERIES 1995
Certificate Date:
December 20, 1995
Registered Owner:
Principal Amount:
Interest Rate:
5.50%
Stated Maturity:
March 20, 2000
CUSIP NO:
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 stated above on the Stated
Maturity date specified above, without right of prior redemption,
and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on the unpaid Principal Amount hereof from
the interest payment date next preceding the "Registration Date" of
this Certificate appearing below (unless this Certificate bears a
"Registration Date" as of an interest payment date, in which case
it shall bear interest from such date, or unless this Certificate
is authenticated prior to March 20, 1996, in which case it shall
bear interest from the date of its delivery, or the delivery of a
Predecessor Certificate, to the initial owners) 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
quarterly on March 20, June 20, September 20 and December 20 in
each year, commencing March 20, 1996. Principal of this
Certificate is payable at its Stated Maturity 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 15th calendar day
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 $290,000 (herein
referred to as the "Certificates") for the purpose of paying a
contractual obligation to be incurred for the acquisition land for
a new municipal complex, 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 are payable from the proceeds of an ad
valorem tax levied, within the limitations prescribed by law, upon
all taxable property in the City. 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 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, 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 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 Sta%e 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)
C.
*Form of Reaistration 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
D. Form of Certificate of Paying Aqent/Registrar to
appear on Certificates.
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 designated offices of the Paying Agent/Registrar in __
, is the Designated Payment/Transfer Office for this
Certificate.
Registration Date:
as Paying Agent/Registrar
By
Authorized Signature
*NOTE TO PRINTER: Do Not Print on Definitive Certificates
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.
SECTION 9: Tax Levy. To provide for the payment of the
"Debt Service Requirements" of the Certificates, being (i) the
interest on the Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is
the greater), there is hereby levied, and there shall be annually
assessed and collected in due time, form, and manner, a tax on all
taxable property in the city, within the limitations prescribed by
law, and such tax hereby levied on each one hundred dollars'
valuation of taxable property in the City for the Debt Service
Requirements of the Certificates shall be at a rate from year to
year as will be ample and sufficient to provide funds each year to
pay the principal of and interest on said Certificates while
Outstanding; full allowance being made for delinquencies and costs
of collection; separate books and records relating to the receipt
and disbursement of taxes levied, assessed and collected for and on
account of the Certificates shall be kept and maintained by the
City at all times while the Certificates are Outstanding, and the
taxes collected for the payment of the Debt Service Requirements on
the Certificates shall be deposited to the credit of a "Special
1995 Certificate Account" (the "Interest and Sinking Fund")
maintained on the records of the City and deposited in a special
fund maintained at an official depository of the city's funds; and
such tax hereby levied, and to be assessed and collected annually,
is hereby pledged to the payment of the Certificates.
Proper officers of the City are hereby authorized and directed
to cause to be transferred to the Paying Agent/ Registrar for the
Certificates, from funds on deposit in the Interest and Sinking
Fund, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Certificates as the
same accrues or matures; such transfers of funds to be made in such
manner as will cause collected funds to be deposited with the
Paying Agent/Registrar on or before each principal and interest
payment date for the Certificates.
Provided, however, in regard to the payments to become due on
the Certificates on March 20, 1996, June 20, 1996, September 20,
1996 and December 20, 1996, sufficient current funds will be
available and are hereby appropriated to make such payments; and
proper officials of the City are hereby authorized and directed to
transfer and deposit to the credit of the Interest and Sinking
Fund, such current funds which will be sufficient to pay the amount
of the payments due on the Certificates on the above referenced
interest payment dates.
SECTION 10: 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.
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 11: 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 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, 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. The City covenants
that no deposit of moneys or Government Securities will be made
under this Section and no use made of any such deposit which would
cause the Certificates to be treated as "arbitrage bonds" within
the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, 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 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.
The term "Government Securities", as used herein, means direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of
America, which are non-callable prior to the Stated Maturity of the
Certificates and may be United States Treasury Obligations such as
the State and Local Government Series and may be in book-entry
form.
SECTION 12: 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,
w~th the con~ent 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, 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.
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 11
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 10 hereof.
SECTION 14: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 14, the following
terms have the following meanings:
"Closing Date" means the date on which the
Certificates are first authenticated and delivered to the
initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as
amended by all legislation, if any, effective on or
before the Closing Date.
"Computation Date" has the meaning set forth in
Section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in
Section 1.148-1(b) of the Regulations, and any
replacement proceeds as defined in Section 1.148-1(c) of
the Regulations, of the Certificates.
"Investment" has the meaning set forth in Section
1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment
property, as defined in section 148(b) of the Code, in
which Gross Proceeds of the Certificates are invested and
which is not acquired to carry out the governmental
purposes of the Certificates.
"Rebate Amount, has the meaning set forth in Section
1.148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or
final Income Tax Regulations issued pursuant to Sections
103 and 141 through 150 of the Code, and 103 of the
Internal Revenue Code of 1954, which are applicable to
the Certificates. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed,
temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation
referenced.
"Yield" of (1) any Investment has the meaning set
forth in Section 1.148-5 of the Regulations; and (2) the
Certificates has the meaning set forth in Section 1.148-4
of the Regulations.
(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 receives
a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such
covenant will not adversely affect the exemption from federal
income tax of the interest on any Certificate, 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 shall at all times prior to the last Stated
Maturity of Certificates:
(1) exclusively own, operate and possess all
property the acquisition, construction or improvement of
which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates, and
not use or permit the use of such Gross Proceeds
(including all contractual arrangements with terms
different than those applicable to the general public) or
any property acquired, constructed or improved with such
Gross Proceeds in any activity carried on by any person
or entity (including the United States or any agency,
department and instrumentality thereof) other than a
state or local government, unless such use is solely as
a member of the general public; and
(2) not directly or indirectly impose or accept any
charge or other payment by any person or entity who is
treated as using Gross Proceeds of the Certificates or
any property the acquisition, construction or improvement
of which is to be financed or refinanced directly or
indirectly with such Gross Proceeds, other than taxes of
general application within the City or interest earned on
investments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the Regulations and rulings thereunder,
the City shall not use Gross Proceeds of the Certificates to make
or finance loans to any person or entity other than a state or
local government. For purposes of the foregoing covenant, such
Gross Proceeds are considered to be "loaned" to a person or entity
if: (1) property acquired, constructed or improved with such Gross
Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes;
(2) capacity in or service from such property is committed to such
person or entity under a take-or-pay, output or similar contract or
arrangement; or (3) indirect benefits, or burdens and benefits of
ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent of a
loan.
(e) Not to Invest at 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 in any Investment (or use Gross Proceeds to
replace money so invested), if as a result of such investment the
Yield from the Closing Date of all Investments acquired with Gross
Proceeds (or with money replaced thereby), whether then held or
previously disposed of, exceeds the Yield of the Certificates.
(f) Not Federally Guaranteed. Except to the extent permitted
by section 149(b) of the Code and the Regulations and rulings
thereunder, the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed
within the meaning of section 149(b) of the Code and the
Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the
information required by section 149(e) of the Code with the
Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) No Rebate Required. The City warrants and represents
that it satisfies the requirements of paragraphs (2) and (3) of
section 148(f) of the Code with respect to the Certificates without
making the payments to the United States described in such section.
Specifically, the City warrants and represents that
(1) the City is a governmental unit with general
taxing powers;
(2) at least 95% of the Gross Proceeds of the
Certificates will be used for the local governmental
activities of the City;
(3) the aggregate face amount of all tax-exempt
obligations issued or expected to be issued by the City
(and all subordinate entities thereof) in the calendar
year in which the Certificates are issued is not
reasonably expected to exceed $5,000,000;
PROVIDED, HOWEVER, should additional tax exempt obligations be
issued or incurred, including lease purchase financings, in the
1996 calendar year which would cause the total face amount of tax
exempt obligations issued and incurred in such calendar year to
exceed $5,000,000, the City agrees and covenants that it will
maintain complete records regarding the investments of the proceeds
of sale of the Certificates and rebate any "arbitrage profits" to
the United States as required by Section 148(f) of the Code.
(i) Elections. The City hereby directs and authorizes the
City Manager and Director of Finance, individually or jointly, to
make elections permitted or required pursuant to the provisions of
the Code or the Regulations, as they deem necessary or appropriate
in connection with the Certificates, in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form or
document.
-18-
SECTION 15: Delivery of Certificates in Exchanqe for Titlm
to Land. The Certificates are to be issued to
in exchange for and delivery of a
General Warranty Deed conveying unto the City fee simple title to
that certain tract of land consisting of acres, more or
less, out of the survey, Abstract No. __,
Tarrant County, Texas. Furthermore, upon receipt of the General
Warranty Deed from , the City Manager is hereby
authorized and directed to cause the same to be filed of record in
the Deed Records of Tarrant County, Texas.
SECTION 16: Oualified Tax Exempt Obliaations. 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 1996 will not exceed
$10,000,000.
SECTION 17: Control and Custody of Certificatmm. 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, and shall take and have
charge and control of the Initial Certificates pending the approval
thereof by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and their delivery to the initial
owners.
Furthermore, the Mayor, City Secretary, City Manager and
Director of Finance, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and
certifications relating to the City and the issuance of the
Certificates 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 initial owners 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 Certificates to the to the owners.
SECTION 18: Notices to Holders-Waiver. Wherever this
Ordinance provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class
postage prepaid, to the address of each Holder appearing in the
Security Register at the close of business on the business day next
Drecedin~ the mailin~ of such notice.
-19-
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 19: Cancellation. Ail Certificates surrendered for
payment, 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 20: Leqal Opinion. The obligation of the initial
owner of the Certificates to accept delivery of the Certificates
is subject to being furnished a final opinion of Fulbright &
Jaworski L.L.P., Attorneys, Dallas, Texas, approving the
Certificates as to their validity, said opinion to be dated and
delivered as of the date of the initial delivery of the
Certificates.
SECTION 21: 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.
SECTION 22: 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 23: 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 24: 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 25: Effect of Headinqs. The
herein are for convenience only and shall
construction hereof.
Section headings
not affect the
SECTION 26: 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 27: Severabilit¥. 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 28: 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 V.T.C.A., Government Code, Chapter 551.
SECTION 29: Effective Date. This Ordinance shall take
effect and be in full force immediately from and after its date of
adoption shown below.
-21-
PASSED ON FIRST READING, December 5, 1995.
City Secretary
PASSED ON SECOND READING AND ADOPTED, this December 19, 1995.
CITY OF SOUTHLAKE, TEXAS
M~Yor %/
(City Seal)
APPROVED AS TO LEGALITY:
City Attorney
-22-
Fort Worth Star-Telegram FED. I.D. NO. 22 3148254
AD ORDER NO. 10138475
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102
ACCOUNT NO. C I T 5 7
TI-1 STATE OF TEXAS
inty of Tarrant
Before me, a Notary Public in and for said County and State, this day
personally appeared TAMMIE BRYANT 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:
TOTAL
DATE AD ORDER NO. DESCRIPTION AD SIZE INCH/LINE RATE AMOUNT
12/22MIE 1068475 ORDINANCE NO . 65 I358 1x 31L . 55 17.05
ORDINANCE NO.654 12/i 2-12/2 2
AM ORDINANCE authorizing
the issuance of "CITY OF
SpUTHLAKE, TEXAS, CER-
T,-ICATES OF OBLIGATION,
SERIES 1995": specifying
the terms and features of
said certificates; providing
for the payment of said cer-
tificates of obligation by the
levy of an ad valorem tax up-
I on all taxable property within
the City;and resolving other
matters incident and relating to the issuance, payment,
security,sale and delivery of
said Certificates;and provid-
ing an effective date.
PASSED AND APPROVED BY --- -THE CITY COUNCIL OF THE
CITY OF SOUTHLAKE THIS
THE 19TH DAY OF DECEM-
/Gary Fickes, SIG
G
iyor Tof Southlake J la
TES :
II Can ra L.LeGrand,
S %s/ERAIeDT yloO.oRM: SWORN TO BEFORE ME, THIS THE 27TH DAY OF DECEMBER 1995
City Attorney .b~� 4 ,/, i thto_it4
RHONDA R. GOKE Notary Public
OFFTE . ' COMMISSION EXPIRES
� r r, �y� fah
/�e� tt , �'49�E....r �!r� SEPTEMB R 8, 1899 TARRANT COUNTY,TEXAS
PLEASE PAY THIS ORIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU!
AE TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT�►
Fort Worth Star-'Felegraiii REMIT TO: 400W.SEVENTH ST. •FORT WORTH,TEXAS 76102
ACCOUN
1068475 NUMBER CIT57 AMOUNTDUE 17.05
PAGE 1 OF 1 IF ANY QUESTIONS, PLEASE CALL(817)390-7501
CITY OF SOUTHLAKE
667 N CARROLL AVE
SOUTHLAKE , TX 76092-9595 PLEASE PAY 17. 05
THIS AMOUNT,
PLEASE WRITE IN AMOUNT ENCLOSED
Fort Worth Star-Telegram FED ID NO. 22 3148254 AD ORDER NO.
400W.SEVENTH STREET•FORT WORTH,TEXAS 76102 C I T 5 7
ACCOUNT NO.
TUC STATE OF TEXAS
inty of Tarrant
Before me, a Notary Public in and for said County and State, this day
personally appeared TAMMIE BRYANT 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 ORDER NO. DESCRIPTION AD SIZE TOTAL INCH/LINE RATE AMOUNT
12/08M 1002001 NOTICE OF PUBLIC I358 1x 38L Be . 55 20 . 90
12/08-12/08
NOTICE OF PUBLIC HEARING
NALLCN ERESTED PERSONS
that the City Council of the
City of Sout lake,Texas,will
b rihnogl d ing e a public
l a e a rC
CnoDeccilemmbtrin1gq9g19b95,heled
ginning -
at 7:00 p.m. The
meeting will be held in the
City Hall,667 il Chambers
North Carroll
Avenue, Southlake, Texas. -- --- - ---- - ---
The purpose of the putlic
hearing is to consider the
following ordinance:
ORDINANCE NO.654
AN ORDINANCE authorizing
the issuance of "CITY
CER-
TIFICATES
TIFICATES OF OBLIGATION,
SERIES 1995"; specifying
the terms and features 61 SIGN
said certificates; providing -__
for the payment of said cer-
tificates of oblid ggation by the
SUBSCRIBED AND on alllevy tapblepropertywi tax hi 11TH DECEMBER 1995
the resolvingall taxable RE ME, THIS THE DAY OF •
matters r and t ndrelating other i --
incident and - � • A _
to the issuance payment, .`I LYNN WASON said Cty,sale es;and
pror of I1 Notary Public rAt
ing an effective dated provid- lISSION EXPIRES
it/yyof Southlake,Texas1,t
CitySSeccretaryeGrand, _MBER 14, 1998
TARRANT COUNTY,TEXAS
PLEASE PAY THIS ORIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU!
A.---TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT�j
Fort Worth Star.'felegrarnREMIT TO: 400 W.SEVENTH ST. •FORT WORTH,TEXAS 76102
1002001 ACCOUNT C I T 5 7 AMOUNT 20. 90
NUMBER DUE
PAGE 1 OF 1 IF ANY QUESTIONS, PLEASE CALL(817)390-7501
CITY OF SOUTHLAKE
667 N CARROLL AVE
SOUTHLAKE , TX 76092-9595 20 . 90
PLEASE PAY
THIS AMOUNT►
PLEASE WRITE IN AMOUNT ENCLOSED