87-B-4B UTILITY SYSTEM REVENUE BONDS(Y-- " P - -,
AN ORDINANCE authorizing the issuance of
"CITY OF SCHERTZ, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1987 "; providing for
the payment of said Bonds by a lien on and
pledge of the Net Revenues of the City's
combined waterworks and sanitary sewer
system to the payment of the principal of
and interest on such Bonds equally and
ratably with certain other presently
outstanding obligations; providing the terms
and conditions of such Bonds; resolving
other matters incident and relating to the
issuance, payment, security, sale and
delivery of said Bonds, including the
approval and distribution of an Official
Statement pertaining thereto; authorizing
the execution of a Paying Agent /Registrar
Agreement; and declaring an emergency.
WHEREAS, the City Council of the City of Schertz,
Texas (the City) hereby finds and determines that revenue
bonds of the City in the total principal amount of $1,020,000
should be issued and sold at this time, such bonds having been
approved and authorized to be issued at an election held
January 10, 1987, the authorized purpose and amount authorized
to be issued therefore, amounts previously issued and being
issued pursuant to this ordinance and amounts remaining to be
issued from such voted authorization subsequent to the date
hereof being as follows:
Amount
Amount Previously Amount Sold Unissued
Purpose Authorized Issued This Sale Bonds
Utility System
Improvements $1,020,000 -0- $1,020,000 -0-
WHEREAS, the City is empowered by Texas Revised Civil
Statutes Annotated Articles 1111 through 1118, as amended, to
issue the aforementioned revenue bonds; and
WHEREAS, this Council hereby finds and determines that
such revenue bonds can be issued on a parity with and be
equally and ratably secured in the same manner as the
outstanding revenue bonds of the City payable from and secured
by a first lien on and pledge of the Net Revenues of the System
(hereinafter called and defined as the Previously Issued
Bonds) in that (i) the City is not now in default as to any
covenant, condition or obligation prescribed in the ordinances
authorizing the issuance of the Previously Issued Bonds,
(ii) that the laws of the State of Texas provide for the
issuance of these revenue bonds, (iii) each of the special
Funds created for the payment and security of the Previously
Issued Bonds contains the amount now required to be on deposit
therein, (iv) the City can secure from a Certified Public
Accountant a report showing that the Net Revenues (hereinafter
defined) of the System in the completed twelve (12) months
immediately preceding the adoption of this ordinance are equal
to at least one and fifty hundredths (1.50) times the Average
Annual Debt Service Requirements (hereinafter defined) for all
the revenue bonds to be secured by a first lien on and pledge
of the Net Revenues of said System which will be outstanding
after the issuance of the revenue bonds herein authorized,
(v) the revenue bonds herein authorized shall mature on
September 1 of each year of Stated Maturity (hereinafter
defined) and, (vi) this ordinance provides for additional
deposits to be made to (a) the Interest and Sinking Fund
(hereinafter defined) established for the payment of the
Previously Issued Bonds in amounts adequate to pay the
principal and interest requirements of the revenue bonds herein
authorized to be issued and (b) the Reserve Fund (hereinafter
defined) created for the benefit of the Previously Issued Bonds
so that the total amount to be accumulated therein will be
equal to not less than one hundred and fifty hundredths (1.50)
times the Average Annual Debt Service Requirements for all the
outstanding Previously Issued Bonds and the revenue bonds
herein authorized and any additional amount required to be
deposited therein will be accumulated within sixty (60)
calendar months of the date of the adoption of the ordinance
authorizing these revenue bonds; and
WHEREAS, the City Council in preparing the proposition
to be submitted to the electorate pertaining to the issuance of
the aforementioned revenue bonds provided that in the event of
the later acquisition by said City of an electric light system
and natural gas system, either or both, to then and thereupon
and thereafter have all of such bonds (including the
aforementioned revenue bonds and the Previously Issued Bonds),
including those revenue bonds that may be issued in the
acquisition of said electric light system and /or natural gas
system, payable both as to principal and interest solely from
and secured by a first lien on and pledge of the Net Revenues
of the City's combined waterworks and sanitary sewer system and
electric light and /or natural gas system; each such bond to be
on a parity and equal dignity with other such bonds; now,
therefore,
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BE IT ORDAINED BY THE- CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS. _
Princi al
Authorization - Desi nation
SECTION 1: shall be and
pur ose. That revenue bonds of the City principal
Amount P--- be issued in the aggregate
are hereby authorized to NO /100 DOLLARS
of ONE MILLION TWENTY THOUSAND AND 'CITY OF of
amount to be designated and bear the titleSERIES 1987"
($1,020,000), an
SCHERTZ, TEXAS, UTILITY SYSTEM the Bonds), BONDS/ to
referred to as of the City (herein
(hereinafter adopted by the governing body of making
ordinance too as the Ordinance) for the purpose
to wit:
referred rovements and for public purposes, 's combined
permanent public ive That the
constructing improvements and extensionsthe System)y
and sanitary sewer system ( and
waterworks together with certain outstanding to
Bonds shall be payable,
lssued Bonds (hereinafter defined),
unpaid Previously
from and equally and ratably
both principal and interest solely ledge of the Net Revenues
secured by a first lien on and pledge
Bonds are authorized
of the System. conferred by an
(hereinafter definudsuant to the authority
to be issued, pursuant January 10, 1987 and in conformity
election heConstitutl.ontyand
laws of the State of Texas,
with the Revised Civil Statutes Annotated Articles
particularly Texas
1111 through 1118, as amended.
- Authorized
SECTION 2: Full Re istered Obli (ations - Date. The
Stated Maturities - Interest Rates shall be
Denominations registered form only; be in
Bonds are issuable in fully Bond Date) and shall a
March 1, 1987 (the integral multiple (within
dated 5 000 or any
and
denominations of and u the
Stated Maturity) thereof and the Bonds shal years an
due
September 1 in each of the
payable on and bear interest,
amounts (the Stated 360-day of twelve 30 -day
principal the basis of a Bond Date of
computed on aid principal amounts from atee (hereinafter
months, on the unpaid Interest Payment
the most recent aid or duly provided for
from in accordance with
defined) to which interest Outstanding,
at the per annum rates,
the following schedule:
I terest
of
Principal
n
Rate—
Year
Stated Maturity
Amount
°0
$ 15,000
7.507.50%
1988
15,000
7.50%
1989
1990
15,000
7.50%
1991
15,000
15,000
7.50%
1992
15,000
7.50%
1993
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Year of
Principal
Interest
Stated Maturity
Amount
Rate
1994
$ 15,000
7.50%
1995
15,000
7.50%
1996
15,000
7.50%
1997
15,000
7.50%
1998
15,000
7.50%
1999
35,000
7.500
2000
35,000
7.50%
2001
35,000
7.50%
2002
125,000
8.50%
2003
125,000
6.75%
2004
125,000
6.75%
2005
125,000
6.80%
2006
125,000
6.85%
2007
125,000
6.85%
SECTION 3: Terms of Payment Paying Agent /Registrar.
The principal of, premium, if any, and the interest on the
Bonds, due and payable by reason of Stated Maturity,
redemption,
or otherwise, shall be payable only to the registered owners or holders of the Bonds hereinafter called
the Holders) appearing on the registration and transfer books
maintained by the Paying Agent /Registrar (hereinafter defined)
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 Bonds shall bear interest at the per annum rates
shown above in Section 2, and interest thereon shall be payable
semiannually on March 1 and September 1 of each year (the
Interest Payment Date) commencing September 1, 1987, while
any of the Bonds remain Outstanding.
The selection and appointment of First City National
Bank of Austin, Austin, Texas, to serve as Paying Agent
Registrar for the Bonds is hereby approved and confirmed. The
City agrees and covenants to cause to be kept and maintained at
the principal corporate trust office of the Paying
Agent /Registrar books and records (the Security Registrar)
for the registration, payment, and transfer of the Bonds, all
as provided herein, in accordance with the terms and provisions
of a Paying Agent /Registrar Agreement, a form of which, is
attached hereto as Exhibit A, and such other reasonable rules
and regulations as the Paying Agent /Registrar or the City may
prescribe. The City covenants to maintain and provide a Paying
Agent /Registrar rtPaying all t1Agent/Registrar B shall
be la national
any successo
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state banking institution, shall' be a corporation organized and
doing business under the laws of the United States or of any
State, authorized under such laws to exercise trust powers,
shall be subject to supervision or examination by Federal or
State authority, and shall be authorized by law to serve as a
Paying Agent /Registrar.
The City reserves the right to appoint a successor
Paying Agent /Registrar upon providing the previous Paying
Agent /Registrar with a certified copy of a resolution or
ordinance terminating such agency. Additionally, the City
agrees to promptly cause a written notice, of this
substitution, to be sent to each Holder by United States Mail,
first class postage prepaid, which notice shall also give the
address of the principal corporate trust office of the
successor Paying Agent /Registrar.
Principal of and premium, if any, on the Bonds shall
be payable at the Stated Maturities, redemption, or otherwise,
only upon presentation and surrender of the Bonds to the Paying
Agent /Registrar at its principal corporate trust office.
Interest on the Bonds shall be paid to the Holder whose name
appears in the Security Register at the close of business on
the Record Date (the fifteenth 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 Bonds shall be a
Saturday, Sunday, a legal holiday, or a day on which banking
institutions in the City where the Paying Agent /Registrar is
located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day on
which banking institutions are authorized to close. The
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 non - payment 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 fifteen (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,
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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.
and the Paying Agent /Registrar, and any agent
The City Bonds for
of either, shall treat the Hlaandhfor�allo other purposes
purposes of receiving any payment ermitted by law, neither the
whatsoever, and, to the extent p agent of either,
City nor the Paying Agent /Registrar, or any
shall be effected by notice to the contrary.
SECTION 4: Redem tp ion•
A. Optional Redemption. The Bonds having Stated
p,
Maturities on and after September 1, atOthesoption ofs he City,
redemption prior to Stated Maturity,
2002, or on any Interest Payment Date
on September 11 art, in principal amoun
thereafter, as a whole or in P ts of
and if within a Stated
$5,000 or any integral multiple thereof Agent /Registrar) at
Maturity at random and by lot by
the redemption price of par plus accrued interest to the date
of redemption.
o
B. Exercise
Redemption Option. At least
forty -five (45) days prior to a date set fur the redemption of
Bonds (unless a shorter notification period shall be
satisfactory to the Paying Agent /Registrar),
the City shall
notify the Paying Agent /Registrar of samountdecision
of each exercise
Stated
the right to redeem Bonds, the principal
Maturity to be redeemed, and the date set for the redemption
n of the City to exercise the right to
thereof. The decisio
entered in the minutes of the governing
redeem Bonds shall be
body of the City.
C, Selection of Bonds for Redemption. If are to less than
be
all Outstanding Bonds of the same Stated g Maturity ent/ Registrar
redeemed on a redemption date, the Paying
shall select at random and by lot, the Bonds to be redeemed,
provided that if less than the entire principal amount of a
the Paying Agent/ Registrar shall treat
Bond is to be redeemed,
such Bond then subject to redemption as representing the number
which is obtained by dividing the
of Bonds Outstanding 000.
principal amount of such Bond by $ 5
D. Notice of Redemption. Not less td han thirty payi0ng
days prior to a reemption date for the Bonds, of
Agent /Registrar shall cause a notice
tageeperepaidl, in be sent name
by United States Mail, first class p to each Holder of a Bond
of the City and at the City's expense,
to be redeemed in whole or in part at the address of the Holder
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appearing on the Security Register at the time such notice of
redemption is mailed, and any notice of redemption so mailed
shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
E. Transfer Exchange of Bonds. Neither the City nor
the Paying Agent /Registrar shall be required (i) to transfer or
exchange any Bonds during a period beginning forty -five (45)
days prior to the redemption date or, (ii) to transfer or
exchange any Bonds selected for redemption, provided however,
such limitation shall not be applicable to an exchange by the
Holder of the unredeemed balance of a Bond which is subject to
partial redemption.
All notices of redemption shall (i) specify the date
of redemption for the Bonds, (ii) identify the Bonds 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) the redemption price, (iv) state that the Bonds, 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 Bonds, or the principal amount thereof
to be redeemed, shall be made at the principal corporate trust
office of the Paying Agent /Registrar only upon presentation and
surrender thereof by the Holder. If a Bond is subject by its
terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given as
hereinabove provided, such Bond (or the principal amount
thereof to be redeemed) so called for redemption shall become
due and payable, and if moneys sufficient for the payment of
such Bonds (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, then on
the redemption date designated in such notice, interest on said
Bond (or the principal amount thereof to be redeemed) called
for redemption shall cease to accrue and such Bonds shall not
be deemed to be Outstanding hereunder.
SECTION 5: Execution - Registration. The Bonds shall
be executed on behalf of the City by its Mayor under its seal
reproduced or impressed thereon and attested by its Secretary.
The signature of either of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who were at the time of the Bond Date
the proper officials or officers of the City shall bind the
City, notwithstanding that such individuals or either of them
shall cease to hold such offices prior to the delivery of the
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purchaser(s), all as authorized and
Bonds to the initial
provided in the Bond Procedures Act of 1981, Texas Revised
Civil Statutes Annotated, Article 717k -6, as amended.
No Bond shall be entitled to any right or benefit
under this Ordinance,
or be valid or obligatory for any
purpose, unless there appears on such Bond either a certificate
of registration substantially
in the form provided in
Section 8C, executed by the Comptroller of Public Accounts of
the State of Texas or his duly authorized agent by manual
in
signature, or a certificate of registration substathealpaying
the form provided in Section 8D, executed by
anual signature. Either of these
Agent /Registrar by m and
certificates upon any Bond shall be conclusive evidence,
the only evidence required, that such Bond has been duly
certified or registered and delivered.
Registration Transfer - Exchange of
SECTION 6. be kept ac
Bonds - Predecessor: Bonds. The City shall cause to
the principal corporate Rerlst r for lc the �egi trationayand
Agent /Registrar a Security g as provided herein, and
transfer or exchange of the Bonds, be prescribed by the
subject to reasonable regulations as may be shall
Paying Agent /Registrar. The Paying
obtain, record, and maintain in the Security Register the name
and address of each Holder of the Bonds issue u dmay,aia
pursuant to the provisions ms andtthe oeamsa hereof, be Any
accordance with its
or exchanged for Bonds of other authorized person
bylhis duly
the Security Register by the Holder,
authorized agent, upon surrender of such Bond to the Paying
accompanied by a written
Agent /Registrar for cancellation, executed by
instrument of transfer or request fauthori d exchange agent, in form
the Holder or by his duly
satisfactory to the Paying Agent /Registrar.
Bond at the
Upon surrender for transfer of any Agent/Registrar,
principal corporate trust office of the Paying Agent shall
the City shall execute and the Paying
register and deliver, in the
more of
new the designated
of authorized
or transferees, one and of a like
denomination and having the same Stated Maturity
aggregate principal amount as the Bond or Bonds surrendered for
transfer.
At the option of the Holder, Bonds may be exchanged
for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like
aggregate principal amo oft the Bonds to Bonds surrendered as the be exchanged at the
exchange upon surrender
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corporate trust office of the
Paying Agent/
principal Bonds are so surrendered for exchange,
Registrar. Whenever any and the Paying Agent /Registrar shall
the City shall execute,
re ister and deliver, the Bonds to the Holder requesting the
g
exchange.
transfer or exchange of
All Bonds issued upon any principal corporate trust
Bonds shall be
delivered nt% Agent/Registrar, strar, or sent by registered
office of the Paying risk, and expense and upon
mail to the Holder at his request,
the delivery thereof, the same shall andtentitled tol the tsame
of the City, evidencing the same debt,
benefits under this Ordinance, as the Bonds surrendered upon
such transfer or exchange. pursuant to this
All transfers or exchanges of Bonds p to the
Section shall be made without expense
vided`,lcand charge
except that
Holder, except as otherwise herein pro a ment by the Holder
the Paying Agent /Registrar shall exchange of any tax or other
requesting such transfer tocbenpaid with respect to such
governmental charges required
transfer or exchange. or transfer
hereby Bonds cancelled by reason of an exchange defined to be
pursuant to the provisions hereof are as the case
Predecessor Bonds, evidencing all or a portion,
be, of the same debt evidenced by the new Bond or Bonds
m a y
registered and delivered in dthe Bonds shallfi ncludee
anr.
Additionally, the term Pre
.Bond registered and delivered pursuant to Section 29 hereof
lost, destroyed, or stolen Bond which
lieu of a memed tto
evidence the same obligation as the
shall be deemed to
mutilated, lost, destroyed,
or stolen Bond.
either (i) as
The Bonds herein
SECTION 7:
Initial Bond(s). a single
authorized shall be issued initially eithrincipal amount of
fully registered Bond in p
installments to become due and
$1,020,000 with principal
or
Provided in Section 2 hereof and numbered fTStated
payable as p registered Bonds for each y
(ii) as separate fully
in the applicable principal amounts and denominations
Maturity consecutively from T -1 and
and to be numbered and, in either case,
(hereinafter called the Initial Bond(s)) in the name of the
the Initial Bond(s) shall be registered Initial
initial
purchaser(s)
or the designee thereof. The
Bond(s) approval, certified
shall be the Bonds submitted to the Office o
e
Attorney General of the State
eoofTethe for
troller of Public
and registered by of the Initial
Accounts of the State of Texas the delivery d to the initial
' purchaser(s).
Any time after
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Bond(s), the Paying Agent /Registrar, pursuant to written
instructions from the initial purchaser(s), or the designee
thereof, shall cancel the Initial Bond(s) delivered hereunder
and exchange therefor definitive Bonds of authorized
denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the
Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and
such other information and documentation as the Paying
Agent /Registrar may reasonably require.
SECTION 8: FORMS.
A. Forms Generally. The Bonds, and the Registration
Certificate of the Comptroller of Public Accounts of the State
of Texas, the Registration Certificate of the Paying
Agent /Registrar, and the form of Assignment to be printed on
each of the Bonds, 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 Bonds as evidenced by their
execution thereof. Any portion of the text of any Bonds may be
set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds shall be printed, lithographed,
or engraved, produced by any combination of these methods, or
produced in any other similar manner, all as determined by the
officers executing such Bonds as evidenced by their execution
thereof, but the Initial Bond(s) submitted to the Attorney
General of Texas may be typewritten or photocopied or otherwise
reproduced.
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B. Form of Definitive Bond.
REGISTERED REGISTERED
NO. ...... $ ........
United States of America
State of Texas
Counties of Guadalupe, Bexar and Comal
CITY OF SCHERTZ, TEXAS,
UTILITY SYSTEM REVENUE BOND, SERIES 1987
Interest Rate: Bond Date: Stated Maturity: CUSIP NO:
.............. March 1, 1987 ................ .........
REGISTERED OWNER:
PRINCIPAL AMOUNT: ...... ............................... DOLLARS
The City of Schertz, Texas (hereinafter referred to as
the City), a body corporate and municipal corporation in the
Counties of Guadalupe, Bexar and Comal, State of Texas, for
value received, hereby promises to pay to the registered owner
specified above, or the registered assigns thereof, on the
Stated Maturity date specified above, the principal amount
specified above (or so much thereof as shall not have been paid
upon prior redemption) and to pay interest on the unpaid
principal amount hereof (computed on the basis of a 360 -day
year of twelve 30 -day months) from the Bond Date specified
above, or from the most recent Interest Payment Date
(hereinafter defined) to which interest has been paid or duly
provided for, at the per annum rate specified above; such
interest being payable semiannually on March 1 and September 1
of each year (the Interest Payment Date), commencing
September 1, 1987.
Principal and premium, if any, of this Bond shall be
payable to the registered owner hereof (the Holder), upon
presentation and surrender, at the principal corporate trust
office of the Paying Agent /Registrar executing the registration
certificate appearing hereon or a successor thereof. Interest
shall be payable to the Holder of this Bond (or one or more
Predecessor Bonds, 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 fifteenth day of the
month next preceding each Interest Payment Date. All payments
of principal, premium, if any, and interest on this Bond 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 made by the Paying
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Agent /Registrar by check sent on or prior to the appropriate
date of payment by United States Mail, first class postage
prepaid, to the Holder at the address appearing in the Security
Register or by such other method, acceptable to the Paying
Agent /Registrar, requested by the Holder at the Holder's risk
and expense.
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $1,020,000 (herein
referred to as the Bonds) pursuant to an ordinance adopted by
the governing body of the City (herein referred to as the
Ordinance), for the purpose of making permanent public
improvements and for public purposes, to wit: constructing
improvements and extensions to the City's combined waterworks
and sanitary sewer system (the System), under and in strict
conformity with the Constitution and laws of the State of
Texas, particularly Texas Revised Civil Statutes Annotated
Articles 1111 through 1118, as amended.
The Bonds maturing on and after September 1, 2003, may
be redeemed prior to their Stated Maturities, at the option of
the City, on September 1, 2002, or on any Interest Payment Date
thereafter, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity at random and by lot by the Payinq Agent /Registrar) at
the redemption price of par, together with accrued interest to
the date of redemption, and upon forty -five (45) days prior
written notice being given by United States Mail, first class
postage prepaid, to Holders of the Bonds to be redeemed, and
subject to the terms and provisions relating thereto contained
in the Ordinance. If this Bond is of a denomination in excess
of $5,000, portions of the principal sum hereof in installments
of $5,000 or any integral multiple thereof may be redeemed, and
if less than all of the principal sum hereof is to be redeemed,
there shall be issued, without charge therefor, to the Holder,
upon the surrender of this Bond to the Paying Agent/ Registrar
at its principal corporate trust office, a new Bond or Bonds of
like Stated Maturity and interest rate in any authorized
denominations provided in the Ordinance for the then unredeemed
balance of the principal -sum hereof.
If this Bond (or any portion of the principal sum
hereof) shall have been duly called for redemption and notice
of such redemption is duly given, then upon such redemption
date this Bond (or the portion of the principal sum hereof to
be redeemed) shall become due and payable, and, if moneys for
the payment of the redemption price and the interest accrued 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, interest shall cease to accrue and be payable hereon
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from and after the redemption date on the principal amount
hereof to be redeemed. If this Bond is called for redemption, ,
in whole or in part, the City or the Paying de
shall not be required to issue, transfer, or exchange this
Bond, within forty -five (45) days of the date fixed for
redemption; provided, however, such limitation of transfer
shall not be applicable to an exchange by the Holder of the
unredeemed balance hereof in the event of its partial
redemption.
The Bonds of this series, together with certain
Outstanding Previously Issued Bonds (as defined in the
Ordinance), are payable from and equally and ratably secured by
a first lien on and mplt,hee operation not revenues
System (the
The
Revenues) derived f
Ordinance also provides that in the event of the later
acquisition by the City of an electric light and power and /or a
natural gas system, and the issuance of revenue bonds in
connection therewith, that the Bonds and the Previously Issued
Bonds together with any Additional Parity Obligations (as
defined in the Ordinance) shall all be payable from and equally
secured by a first lien on and pledge of the Net Revenues of
the City's combined Waterworks, Sanitary Sewer,
Electric Light
and Power and /or Natural Gas Systems. In the Ordinance, the
City reserves and retains the right to issue w Addition out la Parity
Obligations while the Bonds are outstanding,erms, conditions or
as to principal amount but subject any
thereto under law or
restrictions as may be app licable
otherwise.
The Holder hereof shall
payment of this obligation out
raised by taxation.
never have the right to demand
of any funds raised or to be
Reference is hereby made to the Ordinance, copies of
which are on file in the principal corporate trust of
the Paying Agent /Registrar, and to all of the provisions
which the Holder by his acceptance hereof hereby assents, for
definitions of terms; the description and nature of the
revenues pledged for the payment of the Bonds; the terms and
conditions under which the City may issue Additional Parity
Obligations, the terms and conditions relating to the transfer which the
or exchange of this Bond; the me d d owithu oon without the
Ordinance may be amended or supple
of
consent of the Holder; the rights, duties, and toblig ermsns and
the City and the Paying Agent /Registrar;
provisions upon which this Bond may be discharged at or prior
to its Stated Maturity or redemption, and deemed to be no
longer Outstanding thereunder; and for the other terms and
provisions thereof. Capitalized terms used herein have the
same meanings assigned to them in the Ordinance.
-13-
3 5 1 4 E
This Bond, subject to certain limitations contained in
the Ordinance, may be transferred at the principal corporate
trust office of the Paying Agent /Registrar, 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, and
thereupon one or more new fully registered Bonds of the same
Stated Maturity, of authorized denominations, bearing the same
rate of interest, and of the same aggregate principal amount
will be issued to the designated transferee or transferees.
The City and the Paying Agent /Registrar, and any agent
of either, may treat the Holder whose name appears on the
Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on
the date of surrender of this Bond as the owner hereof for
purposes of receiving 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 such agent of
either, shall be affected by notice to the contrary. In the
event of a non - payment 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 (the Special Payment Date -
which shall be fifteen (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, covenanted, and represented
that all acts, conditions, and things required to be performed,
exist, and be done precedent to or in the issuance of this Bond
in order to render the same a legal, valid, and binding special
obligation of the City have been performed, exist, and have
been done, in regular and due time, form, and manner, as
required by law, and that issuance of the Bonds does not exceed
any constitutional or statutory limitation. In case any
provision in this Bond or any application thereof shall be
invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and applications
shall not in any way be affected or impaired thereby. The
terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws
of the State of Texas.
-14-
3 5 1 4 6
IN WITNESS WHEREOF,
the City has caused this Bond to
be duly executed under its official seal' ERTZ, TEXAS
CITY OF SCH
By .........• Mayor'...
ATTEST:
City Secretary
(CITY SEAL)
Certificate of Com troller
*Form of Re istr,E Only.
C. ear on Initial Bond s
of Public Accounts to A CERTIFICATE OF
REGISTRATION
COMPTROLLER OF PUBLIC ACCOUNT
OFFICE OF THE COMPTROLLER §
§
OF PUBLIC ACCOUNTS REGISTER NO. §
THE STATE OF TEXAS §
Bond has been examined,
CERTIFY that this the Attorney General
I HEREBY and approved by Comptroller
certified as
to as duly registered by the
of the State of Texas, and he State of Texas.
of Public Accounts of t this
signature and seal of office
WITNESS my
• ••
Comptroller Of Public Accounts
of the State of Texas
(SEAL)
* Note to Printer:
3 5 1 4 E
Not to appear on definitive Bonds
-15-
D, Form of Certificate of Paying Agent/Registrar to
appear on Definitive Bonds Only.
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Bond has been duly issued under the provisions of
the within - mentioned Ordinance; the Bond delBveredohavingabeen
entitled and designated series e State of Texas and
approved by the Attorney
registered by the Comptroller of Public Accounts, as shown by
the records of the Paying Agent /Registrar.
FIRST CITY NATIONAL BANK OF AUSTIN
AUSTIN, TEXAS
as Paying Agent /Registrar
Registered this Date:
By
Authorized Signature
E. Form of Assig_ nment•
ASSIGNMENT
FOR VALUE RECEIVED Print or undersigned
typewrite name, address,
assigns, and transfers unto ( •••.••• ...... ..........
and zip code of transferee... .....• ..............
or other identifying number: ..........• .... ..
(Social•security> Bond and all rights thereunder;
the within Dints
and hereby irrevocably constitutes and appoints •• ..
attorney to transfer the within
Bond •on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
NOTICE:
Signature guaranteed:
3 5 1 4 E -
The signature on this assignment
must correspond with the name of
the registered owner as it
appears on the face of the
within Bond in every
particular.
-16-
F.
in paragrap
single full
follows:
(i)
(ii)
The Initial Bond(s) shall be in the form set forth
h B of this Section, except that the form of a
registered Initial Bond shall be modified as
immediately under the name of the Bond(s) the
headings "Interest Rate and "Stated
Maturity shall both be completed "as
shown below;"
paragraph one shall read as follows:
Registered Owner:
Principal Amount:
The City of Schertz, Texas, a body corporate and
municipal corporation in the Counties of Guadalupe, Bexar and
Comal, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the registered owner
named above, or the registered assigns thereof, the principal
amount hereinabove stated on the first day of September in each
of the years and in principal installments and bearing interest
at the per annum rates in accordance with the following
schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amounts
hereof (computed on the basis of a 360 -day year of twelve
30 -day months) from the Bond Date specified above, or from the
most recent Interest Payment Date to which interest has been
paid or duly provided for, at the per annum rate specified
above; such interest being payable semiannually on March 1 and
September 1 of each year, commencing September 1, 1987.
Principal of this Bond shall be payable to the registered owner
hereof (the Holder), upon its presentation and surrender, at
the principal corporate trust office of First City National
Bank of Austin, Austin, Texas (the Paying Agent /Registrar).
Interest shall be payable to the Holder of this Bond 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 fifteenth day of the month next preceding each
Interest Payment Date. All payments of principal of and
--17-
9 5 1 4 E
interest on this Bond 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
made by the Paying Agent /Registrar by check sent on or prior to
the appropriate date of payment by United States Mail, first
class postage prepaid, to the Holder at the address appearing
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 hereof.
SECTION 9: Definitions. For all purposes of this
Ordinance and in particular for clarity with respect to the
issuance of the Bonds herein authorized and the pledge and
appropriation of revenues to the payment of the Bonds, the
following words and terms, whenever the same appear herein
without qualifying language, are defined to mean as follows:
Additional Parity Obligations - Bonds, notes,
warrants, certificates of obligation or other
evidences of indebtedness which the City reserves the
right to issue or enter into, as the case may be, in
the future under the terms and conditions provided in
Section 18 of this Ordinance and which are equally and
ratably secured by a first lien on and pledge of the
Net Revenues of the System.
Average Annual Debt Service Requirement - That
average amount which, at the time of computation, will
be required to pay the Debt Service on all Outstanding
Obligations Similarly Secured when due and derived by
dividing the total of such Debt Service by the number
of Fiscal Years then remaining before final maturity.
Capitalized interest payments provided from bond
proceeds shall be excluded in making the
aforementioned computation.
Bonds - The "City of Schertz, Texas, Utility System
Revenue Bonds, Series 1987 ", dated March 1, 1987,
authorized by this Ordinance.
City - The City of Schertz, located in the Counties
of Guadalupe, Bexar and Comal, Texas.
Closing Date - The date of physical delivery of the
Initial Bonds in exchange for the payment in full by
the initial Purchasers thereof.
Debt Service - As of any particular date of
computation, with respect to any obligations and with
respect to any period, the aggregate of the amounts to
-18-
3 5 1 4 E
the City as of such date or of,
be paid or set aside by_ a ment of the principal
such period for the I Y t ( to the extent not
premium,
if any, and interes assuming, in the
capitalized) on such obligations;
case of obligations without a fixed numerical rate,
terms thereof and further
that such obligations bear interest at the maximum be
rate permitted by required to
assuming in the case of obligations ior to maturity,
redeemed or prepaid as to principal
p prior
the principal amounts thereof will hbe redeemed mandatory
to maturity in accordance
redemption provisions applicable thereto.
accounting period
Fiscal Year - The twelve month operation of
used by the City in coe any o h
twelve consecutive month
the System which may be any
period established by the City. the
Obligations - Direct obligations Of
Government including obligations the
United States of America,
States of Amer
principal of and interest on which are unconditionally ica, and United
guaranteed by the United ts State and
States Treasury obligations such as i
form.
Local Government Series in book -entry
Gross Revenues - All income, receipts and revenues
of every nature derived or received fundabler meter depositsr,
and ownership (excluding of
restricted gifts and grants in aid of construction)
including earnings and income derived from
the System, deposit of moneys in any special
the investment or or the
funds or accounts cre f dthe d obligations d Similarly
payment and security a able solely from and
Secured and other obligations b ion and pledge of the Net
secured only
Revenues of the System.
- The or Holders hose
registered owner, whose
Holder ister, for any
name appears in the Security Reg
Operating Expenses - All current
Maintenance perating and maintaining the System as Civil
expenses of
authorized by the provisions of Texas Revised luding
Statutes Annotated Article 1113, as amended,
all salaries, labor, materials,
but not limited to, to render efficient
repairs and extensions necessary such repairs and
service; provided, however, Council,
as in the judgment of the City to
extensions, exercised, are necessary
reasonably and fairly
maintain the operations and render adeq uate service to
-19-
J 5 1 4 E
the City and the inhabitants the °r such as might
be necessary to meet some physical or
condition which would otherwise r deducted
loin
payable from Net Depreciation charges shall
determining Net Revenues. Expenses.
not be considered Maintenance shag include
Maintenance and Operating of water
payments under contraso or the
otheru materials, goods
supply., treatment ewage
or services for the System to the extent authorized by
law and the provisions of such contract.
Net Revenues - Gross Revenues of the System, with
respect to any period, after deducting the System's
Maintenance and Operating Expenses during such period.
Secured - Collectively, the
Obligations Similarly issued Bonds and any Additional
Bonds, the Preeviously parity obligations
Parity Obligations, which shall be red by and payable from
being equally and ratably secu
a first lien on and pledge of the Net Revenues of the
System.
- When used in this Ordinance with
Outstanding as of the date of
respect to any Bonds means,
determination, all Bonds theretofore issued and
delivered under this Ordinance, except:
1. those Bonds theretofore cancelled by the
Paying Agent /Registrar or delivered to the Paying
Agent /Registrar for cancellation;
2. those Bonds for which payment has been
duly provided by the City in accordance with the
provisions of Section 33 of this Ord tin Ce Agent/
irrevocable deposit with the Y g of
Registrar, or an authorized esccr °both enin the
money or Government Obligations, principal of,
amount necessary to fully pay the p
if any, and interest thereon to maturity
premium,
or redemption, as the case may be, provided that,
if such Bonds are to be redeemed, notice of
redemption thereof shall have been duly given
pursuant to
this Ordinance or irrevocably
provided to be given to the satisfaction of the
Paying Agent /Registrar, or waived; and
3. those Bonds that have been mutilated,
destroyed, lost, or stolen and replacement Bonds
lieu
have been registered and delivered in
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3 5 L 4 E
thereof as provided in Section 29 of this
Ordinance.
Previously Issued Bonds - shall mean the Outstanding
and unpaid revenue bonds of the City payable from and
equally and ratably secured by a first lien on and
pledge of the Net Revenues of the System, identified
as follows:
1. City
Revenue Bonds,
and originally
$300,000; and
2. City
Revenue Bonds,
and originally
$165,000;
3. City
Revenue Bonds,
and originally
$290,000; and
of Schertz, Texas, Utility System
Series 1968, dated March 1, 1968,
issued in the principal amount of
of Schertz, Texas, Utility System
Series 1973, dated April 1, 1973,
issued in the principal amount of
of Schertz, Texas, Utility System
Series 1975, dated March 1, 1975,
issued in the principal amount of
4. City of Schertz, Texas, Utility System
Revenue Bonds, Series 1981, dated February 1,
1981, and originally issued in the principal
amount of $425,000.
Required Reserve mount - The amount required to be
deposited and maintained in the Reserve Fund under the
provisions of Section 14 of this Ordinance.
Required Reserve Fund Deposits - shall mean the
monthly deposits required to be deposited and
maintained in the Reserve Fund under the provisions of
Section 14 of this Ordinance.
System or Systems - shall mean and refer to the
combined waterworks and sanitary sewer system of the
City and in the event of the later acquisition of an
electric light and power and /or natural gas system,
then the combined waterworks, sanitary sewer, electric
light and power and /or natural gas systems, including
all present and future extensions, additions,
replacements and improvements thereto, whether
situated within or without the limits of the City.
-21-
7 5 1 4 E
SECTION 10: Pledge of- Net Revenues. That the City
hereby covenants and agrees that the Net Revenues of the
System, with the exception of such Net Revenues in excess of
the amounts required for the payment and security of the
Obligations Similarly Secured, are hereby irrevocably pledged,
to the payment and security of the Obligations Similarly
Secured including the establishment and maintenance of the
special funds created and established for the payment and
security thereof, all as hereinafter provided; and it is hereby
ordained that the Obligations Similarly Secured, and the
interest thereon, shall constitute a first and prior lien on
the Net Revenues of the System and be valid and binding without
any physical delivery thereof or further act by the City, and
the lien created hereby on the Net Revenues of the System for
the payment and security of the Obligations Similarly Secured
shall be prior in right and claim as to any other indebtedness,
liability or obligation of the City or the System.
SECTION 11: Rates and Charges. That, for the benefit
of the Holders of the Bonds and in addition to all provisions
and covenants in the laws of the State of Texas and in this
Ordinance, the City hereby expressly stipulates and agrees,
while any of the Bonds are Outstanding, to establish and
maintain rates and charges for facilities and services afforded
by the System that are reasonably expected, on the basis of
available information and experience and with due allowance for
contingencies, to produce Gross Revenues in each Fiscal Year
sufficient:
A. To pay Maintenance and Operating Expenses,
depreciation charges and replacement and betterment costs, and
B. To produce Net Revenues sufficient to pay the
principal of and interest on the Obligations Similarly Secured
and the amounts required to be deposited in any reserve or
contingency fund created for the payment and security of the
Obligations Similarly Secured, and any other obligations or
evidences of indebtedness issued or incurred that are payable
only from and secured solely by a lien on and pledge of the Net
Revenues of the System.
C. Any other legally incurred indebtedness payable
from the revenues of the System and /or secured by a lien on the
System.
SECTION 12: Utility System Fund. The City hereby
covenants, agrees and reaffirms its covenants to the Holders of
the Previously Issued Bonds that the Gross Revenues of the
System shall be deposited, as collected and received, into a
separate account (previously created, established and to be
-22-
3514]
depository bank of the
City) known as the
System Fund (herein called the
maintained with aTexas, Utility the System shall
City of Schertz,
System Fund) and that the Gross Revenues o of the
separate and apart from all other h SystemdsFu d shallltbe
be kept p osited into for the
All Gross Revenues dep to the extent required
pledged and appropriated priority shown:
following uses and in the order of p and reasonable
FIRST: To the payment of all necessary defined herein
Maintenance and Operating Expenses e on and
statute to be a first charg
or required by stem.
claim against the Gross Revenues of the Sy
I nterest
required to be
SECOND:
To the payment the amo
and Snking Fund
deposited into the
created and established for obligations
(hereinafter defined) a able.
payment of the Debt Servisame b come duet and pay
p Secured as the Similarly
a of the amounts required to be
THIRD: To the payment hereinafter defined)
deposited into the Reserve Fund wired Reserve Amount
to establish and maintarovisionsgof this Ordinance o£
in accordance with the p elating to the issuance
any other ordinance
Obligations Similarly
Secured*
in the System Fund after
nd
satisfying
Any Net Revenues remaining , or making adequate
the foregoing payments payment thereof, may be
for
sufficient provision used for any other City purpose now or
appropriated and law.
hereafter permitted by For purposes
Interest and Sinkin Fund. the
SECTION 13: rincipal of and interest e and
of providing funds to pay the p as the same become due
Secured at the depository bank o£
Obligations Similarly es to maintain,
payable, the City g special account or fund to be created
a separate and Texas, Utility System
the City, as the "City of Schertz, Fund" (the
and known 1987 Interest and Sinking
Revenue Bonds, Series The City covenants that there
Interest -and
Sinking Fund). Fund prior to and
shall be deposited into the Ittdate from mlthe available Net
and interest payment er centum (100 %) of
each principal ual to one hundred p and the
Revenues an amount eq gully pay the interest on such
then f alli.ng due and payable,
the amount required to
principal of the Bonds st on e
p a maturing principal and accrued inttallments on
deposits to pay equal monthly beginning on or
Bonds to be madefiftee substantially lof each month, following the
or before the of the month next month are
before the fifteenth day Net Revenues in any
Closing Date. If the
-23-
5 1 4 E
Pa ments into the Interest
make the required P y deficiency in the
insufficient
to
und, then the amount of any required to be
and Sinking the amount otherwise
payment shall be added to Fund in the next month.
paid into the Interest and Sinking the Interest and
The required monthly deposits to
a ment of principal of and interest vided
Sinking Fund for the P Y be made as hereinabove provided
total amount on deposit in
the Bonds shall continue to
equal to the
until such time i (Fund and Reserve Fund is eq
Interest and Sinking and discharge all Outstanding
required to fully Pay (principal and interest) or,
amount req Secured
Oblig�he °BondsSimilarly
longer Outstanding.
(ii) if any, received from
Accrued interest and premium, taken into
of the Bonds, shall be deposits
the initial purchaser(s) amount of the monthly
reduce the Interest and
consideration and be deposited into the the System.
hereinabove required to Net Revenues to
Fund from the Bonds not required
Sinking any proceeds of the to the
Additionally, improvements and extensions to be made Fund
complete the deposited into the Interest and Sinking
System shall be reduce the amount of
and may be taken into consideration and
required to be deposited into the Interest and
monthly deposits req stem.
Sinking Fund from the Net Revenues of the Sy
For purposes of
Reserve Fund. for the
SECTION 14: funds as a reserve
and maintaining Secured, the City agrees,
accumulating Obligations Similarly
its covenants to the Holders of the
payment of th
e reaffirms special fund
covenants and separate and sP System
Previously Issued Bonds to mainotflsche tz, Texas, Utility
City and all funds
11 income derived or
or account known as the the Reserve Fund),
Revenue Bond Reserve Fund ( earnings and
deposited therein
excluding be transferred
received from deposits or investments which may
stem Fund established in Section os t this
to the Sy Periods as there is on P for th
during such p shall be used solely obligations
the Required Reserve Amount) the
the principal of and interest on
payment Of when and to the extent other funds available be
Similarly Secured, and, in addition,
for such purposes are insufficient, or interest on any
retire the last Stated Maturity
used to Secured that remain Outstanding.
Obligations Similarly of the ordinances
rovisions the
In accordance with the Previously Issued Bonds, is
the issuanCedeposit in the Reserve Fund
authorizing on the total
amount currently
$174,826.00. By reason of the issuance of the Bonds,
mulated and maintained in the Reserve
required to be accu
amount q
-24-
3 5 1 4 E
Fund shall be and is hereby increased to the sum of $292,349.00
(the Required Reserve Amount), which amount equals one and
fifty hundredths (1.50) times the Average Annual Debt Service
calculated on a Fiscal Year basis) for the Bonds
Requirement ( Beginning on
and the Previously Issued Bonds ntheOmonthndnext following the
or before the fifteenth day
Closing Date and on or before the fifteenth day of each
following month until the Required Reserve covenantstahasagbeen
accumulated in the Reserve Fund, the City
d from the
to deposit to the Reserve Fun thet Required Reserve
System an amount equal to $1,960.00 being
Fund Deposit.
As and when Additional Parity Obligations are hall be
delivered or incurred, toeari eamountd Reserve Amount s
to not less one
increased, if required,
hundredths (1.50) times the Averag
and f d on a Fiscal Year basis) Annual forDab
ifty l
Service Requirement (calculate
Secured then Outstanding, as determined
Obligations Similarly Obligations are delivered or
on the date the Additional be ritA y additional amount required
incurred, as the case may by
to be maintained in the Reserveamounts ofllthe so
proceeds accumulated ofthe
the deposit of the necessary in the Reserve Fund
issue or from other available monies,
then proposed Additional
immediately after the delivery of the
Parity Obligations, or, at the option of the City, by the
installments, made on or before the
deposit of monthly the month of delivery of
fifteenth day of each month following Obligations, of not less
the then proposed Additional Parity
than 1 /60th of the additional oissuance of he Additional Parity
Reserve Fund by reason of
Obligations then being issued (or 1 /60th of the balance of the
additional amount not deposited immediately in cash), thereby
ensuring the accumulation of the appropriate Required Reserve
Amount.
When and so long as the cash and investments in the
Reserve Fund total not less than he credit gofre he Reserve
Reserrve Amount,
Fund;
no deposits need be made time contains less
but, if and when the Reserve Fund at any
issuance
than the Required Reserve Amount as th rovid d n the preceding result of
of Additional Parity Obligations, as p
h, or monies in the Reserve Fund are appropriated to
make a Debt Service Payment, agrap the City covenants and agrees to
cure the deficiency in the Required Reserve Amount by resuming
the Required Reserve Fund che t d
monthly deposits Ftod from
be in n amounts
Revenues of the System, s
equal to not less than to 6beh of maintained he Reserve Amount
covenanted by the City a ments being made on or before the
with any such deficiency p Y
-25-
3 5 1 4 E
nth day of each month until the equin Resery haAmount
covens to be maintained said d h that,
covenanted by the City
restored. The City further covenants th Interest and
fully to the payments to be made to applied and
subject only Required
Sinking Fund, that the Net Revenues shall
e
an deficiency in such amount as
eq
appropriated and used to restablish and maintain the ordinance
Reserve Amount and to cu other or
required by the terms of this Ordinance and any Obligations.
pertaining to the issuance of Additional Parity
During such time as the Resera�elFund otiontawithdraw
the City may, of the
Required Reserve Amount, the Reserve Fund in excess
all surplus monies in
Required Reserve Amount and de sits such
depositor
y bank the
or System
q hereby designates Fund. The City
as the custodian of the Reserve Fund. Lion of the City,
Monies in the Reserve Fund, at the OP
ti
of ten (10) years from
may be invested in direct obligations of the United States be
Y maturities not
America having which securities shall
the date of making such investment, which
bank, and if at any
deposited and held by
the City's dip e Obligations Similarly
permit payment
time uninvested funds shall be insufficient °
of principal of or interest on th Promptly
shall p
Secured when needed for the ,purpose, said bank
timely sell on the open market such
amount principal hen due,
and a the interest on and /or P resulting
is required to pay Any money
and shall give notice thereof to the City.
the maturity of principal and interest of the securities
from be reinvested or
in which the Reserve Fund is invested may
accumulated in said Reserve Fund andfshall ebepuconsidered poses specified
thereof, and used for and only
herein with respect to said Reserve Fund.
SECTION 15: Deficiencies - Excess Net Revenues.
A. If on any occasion there shall not be ositscinto
required dep
Fund and the Reserve Fund, then such
Net Revenues and the em to make the possible from the next
the Inter
deficiency shall be cured as soon as and such from any
allocated Net Revenues of h payments
available un the System,
ose, aid into
other sources available for such p ur p required to be p
shall be inadditsuchtmo t e ormmonths.
said Fund s during osits to the
B. Subject to making the required dep
Fund and the Reserve Fund when and the
or as
Interest and Sinkin Additional Parity g any ordinance authorizing Net
required by this Ordinance, Obligations, the excess
System may be used by the
Revenues of City for any lawful
issuance of the Sy
purpose.
-26-
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SECTION 16: Payment of Bonds. While any of the Bonds
are Outstanding, the City's Treasurer shall cause to be
transferred to the Paying Agent /Registrar therefor, from funds
on deposit in the Interest and Sinking Fund, and, if necessary,
in the Reserve Fund, amounts sufficient to fully pay and
discharge promptly each installment of interest on and
principal of the Bonds as such installment accrues or matures;
such transfer of funds must be made in such manner as will
cause immediately available funds to be deposited with the
Paying Agent /Registrar for the Bonds at the close of the
business day next preceding the date a Debt Service payment
due on the Bonds.
SECTION 17: Investments. Monies held in the Reserve
14 of
Fund shall be invested in the manner provided
Fund Section established
this Ordinance. Monies held inata the option of the City, be
pursuant to this Ordinance may,
placed in time deposits or certificates Fedeof deposit Deposit secu
I red (to ce
the extent not insured by e hereinafter described,
Corporation) by obligations of the typ
or be invested, including investments held in book -entry form,
in direct obligations of the United States of
Stateica,
t s of
obligations guaranteed or insured by General e the
America, which, in the opinion of the Attorney
United States, are backed by its full faith and credit or
represent its general obligations, or invested in indirect
obligations of the United States of America, including, but not
limited to, evidences of indebtedness issued, insured or
guaranteed by such governmental agencies as the F Banksl Land
Banks, Federal Intermediate Credit Banks, for
Cooperatives, Federal Home Loan Banks, Government National
Mortgage Association, Farmers Home Administration, Fi eral Home
Loan Mortgage Association, Federal Housing or
Participation Bonds in the Federal Assets Financing Trust;
ts shall be made
provided that all such deposits required ed ttonbe expended from
in such a manner that the money
any Fund will be available at the proper time or times. Such
investments (except State and Local Government Series
investments held in book entry form, which shall at all times
cost) shall be valued in terms of current market
be valued at
value within c days of the close of each Fiscal Year and, with
respect to investments held for the account of the Reserve
Fund, within 30 days of the date of passage each rdinance
authorizing the issuance of Additional Parity Obligations.
interest and income derived from deposits and investments in
the Interest and Sinking Fund immediately shall be credited All
and any losses debited to, the Interest and Sinking
interest and interest income derived from deposits in and
investments of the Reserve Fund shall, subject to the
limitations provided in Section 14 hereof, be credited to and
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deposited in the System Fund. -All such investments shall be
sold promptly when necessary to prevent any default in
connection with the Bonds.
SECTION 18: Issuance of Additional Parity Obligations.
Subject to the provisions hereinafter appearing as to the
conditions precedent which must be satisfied, the City reserves
the right to issue, from time to time as needed, Additional
Parity Obligations for any lawful purpose. The Additional
Parity Obligations, when issued, shall be payable from and
secured by a first lien on and pledge of the Net Revenues of
the System in the same manner and to the same extent as the
Bonds and the Previously Issued Bonds. Such Additional Parity
Obligations may be issued in such form and manner as now or
hereafter authorized by the laws of the State of Texas for the
issuance of evidences of indebtedness or other instruments, and
should new methods or financing techniques be developed that
differ from those now available and in normal use, the City
reserves the right to employ the same in its financing
arrangements provided only that the following conditions
precedent for the authorization and issuance of any Additional
Parity Obligations are satisfied, to wit:
A. The City is not then in default as to any
covenant, condition or obligation prescribed. by the ordinances
authorizing the Obligations Similarly Secured;
B. That the laws of the State of Texas in force at
such time provide for the issuance of such Additional Parity
Obligations;
C. Each of the Funds created and established for the
payment and security of Obligations Similarly Secured contains
the amount of money then required to be on deposit therein;
D. The Net Revenues of the System for the completed
twelve (12) months next preceding the adoption of such
ordinance are equal to at least 1.50 times the Average Annual
Debt Service Requirements of all the Obligations Similarly
Secured to be secured by a first-lien on and pledge of the Net
Revenues of the System after giving effect to the issuance of
the proposed Additional Parity Obligations, as such Net
Revenues are shown by a report by a Certified Public Accountant
or a Licensed Public Accountant. The term Net Revenues as used
in this Section shall mean the Gross Revenues after deducting
Maintenance and Operating Expenses, but not deducting
expenditures which, under standard accounting practice, should
be charged to capital expenditures; provided, however, that the
requirement of this subparagraph (D) shall not apply or be a
condition to the right of the City to issue bonds for the
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initial acquisition (by purchase or construction) of an
electric light and power and /or a natural gas system in and for
the City, but such bonds may be issued at any time provided the
City has secured a certificate from an engineer registered by
the State Board of Registration for Professional Engineers of
the State of Texas, showing that the average annual net income
and revenues of the System (after providing for adequate
Maintenance and Operating Expenses) as estimated by him
throughout the maturities of all such outstanding bonds, will
be at least one and one -half (1 -1/2) times the average annual
requirements for the payment of principal of and interest on
all bonds to be payable from and secured by a first lien on and
pledge of the Net Revenues of the System after giving effect to
the issuance of the proposed Additional Parity Obligations.
E. The Additional Parity Obligations are made to
mature on September 1 of each of the years in which they are
scheduled to mature.
F. The ordinance authorizing issuance of the
Additional Parity Obligations provides for the accumulation in
the Interest and Sinking Fund of amounts sufficient to pay the
Debt Service on such Additional Parity Obligations as the same
mature.
G. The ordinance authorizing the issuance of
Additional Parity Obligations provides that the amount to be
accumulated and maintained in the Reserve Fund (including the
amount required to be deposited therein by the provisions of
this Ordinance) will be equal to not less than one and fifty
hundredths (1.50) times the Average Annual Debt Service
Requirement for all Obligations Similarly Secured which will be
Outstanding after giving effect to the issuance of the proposed
Additional Parity Obligations (such Average Annual Debt Service
Requirement to be calculated on a Fiscal Year basis as of the
date of the proposed Additional Parity Obligations). Any
additional Reserve Fund Amount shall be required (by such
authorizing ordinance) to be accumulated therein within
sixty (60) calendar months from the date of adoption of the
ordinance authorizing the proposed Additional Parity
Obligations.
SECTION 19: Refunding Bonds. The City reserves the
right to issue refunding bonds to refund all or any part of the
Outstanding Obligations Similarly Secured, pursuant to any law
then available, upon such terms and conditions as the City
Council of the City may deem to be in the best interest of the
City and its inhabitants, and if less than all such Outstanding
Obligations Similarly Secured are refunded, the conditions
precedent prescribed, for the issuance of Additional Parity
Obligations, set forth in Section 18 of this Ordinance shall be
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satisfied and the Accountant's certificate or opinion required
in subparagraph (D) shall give effect to the Debt Service of
the proposed refunding bonds (but shall not give effect to the
Debt Service of the Obligations Similarly Secured being
refunded following their cancellation or provision being made
for their payment).
SECTION 20: Obligations of Inferior Lien and Pledge.
The City hereby reserves the right to issue, at any time,
obligations payable from and secured by a lien on and pledge of
the Net Revenues of the System, junior and subordinate in rank
and dignity to the lien on and pledge of such Net Revenues
securing the payment of the Obligations Similarly Secured, as
may be authorized by the laws of the State of Texas.
SECTION 21: Security of Funds. That all moneys on
deposit in the funds for which this Ordinance makes provision
(except any portion thereof as may be at any time properly
invested) shall be secured in the :manner and to the fullest
extent required by the laws of Texas for the security of public
funds, and moneys on deposit in such funds shall be used only
for the purposes permitted by this Ordinance.
SECTION 22: Maintenance of System - Insurance. That
the City covenants, agrees and reaffirms its covenants to the
Holders of the Previously Issued Bonds that while the Bonds
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 of
business (which may include an adequate program of self
insurance); 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 23: Records and Accounts - Annual Audit.
The City covenants, agrees and reaffirms its covenants to the
Holders of the Previously Issued Bonds that so long as any of
the Bonds remain Outstanding, it will 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 Texas Revised Civil Statutes Annotated Article 1113, as
amended, or other applicable law. The Holder or Holders of the
Bonds of 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
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Certified Public Accountants. This audit will address, at a
minimum, the requirements set forth in t e ordinances
authorizing the issuance of the Previously
shall be furnished
Copies of each annual audit Counc lofo Texas x at this
Director of the Municipal and, written request, to the
office in Austin, Texas, subsequent Holder
initial purchaser of the Bonds and any
thereof.
in
SECTION 24: Remedies in Event of Default. That, of
addition to all the rights and remedies provided by the l
the State of Texas, the City covenants and agrees particularly ur
the payments to be
that in the event the City (a) defaults in
made to the Interest and Sinking Fund or the Reserve Fund, or
(b) defaults in the observance or performance of any other of
the covenants, conditionsolders obligations
ofganyoof the Bonds shall be
Ordinance, the Holder or H
entitled to a writ of mandamus issued by a court of proper
jurisdiction compelling and requiring the governing body of the
Cityand other officers of the City to observe and perform any
covenant, condition or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power
default shall impair any such right or power
accruing upon any such default or
or shall be construed to be a waiver uchf right power may be
acquiescence therein, -and every be deemed
exercised from time to time and as often rov ded shall be
expedient. The specific remedies herein p
cumulative of all other existing remedies and the specification
of such remedies shall not be deemed to be exclusive.
SECTION 25: Special Covenants.
That the City
hereby further covenants as follows:
A.
That it has the lawful power to pledge the Net
Revenues supporting this issue of Bonds and has lawfully the
exercised said powers under the Constitution wer existing u dero Texas
State of Texas, including said p
Annotated Articles 1111 through 1118, as
Revised Civil Statutes
amended.
B. That the Obligations Similarly Secured shall be
equally and ratably
secured by a lien on and a pledge of the
Net Revenues of the y other bond. a manner that one bond shall have
no preference over any
C. That, other than for the payment of the
Outstanding Obligations Similarly Secured Nto Cheep ymeof
the System have not in any manner been pledged
of any debt or obligation of the City or of the System.
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D. That, as long as any Obligations Similarly
Secured, or any interest thereon, remain Outstanding, the City
will not sell, lease or encumber the System or any substantial
part thereof (except as provided in Sections 18, 19 and 20 of
this Ordinance), provided that this covenant shall not be
construed to prohibit the sale of such machinery, or other
properties or equipment which has become obsolete or otherwise
unsuited to the efficient operation of the System.
E. That 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.
F. That to the extent
further covenants and agrees
Obligations Similarly Secured,
Outstanding, no franchise shall
or operation of any competing
systems other than those owned
of any such systems by anyone
prohibited.
that it legally may, the City
that, so long as any of the
or any interest thereon, are
be granted for the installation
waterworks and sanitary sewer
by the City, and the operation
other than the City is hereby
SECTION 26. Limited Obligations of the City. The
Bonds are limited, special obligations of the City payable
solely from and secured by a lien on and pledge of the Net
Revenues of the System, and the Holders thereof shall never
have the right to demand payment of the principal or interest
on the Bonds from any funds raised or to be raised through
taxation by the City.
SECTION 27: 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 mailed, first
class postage prepaid, to the address of each Holder as it
appears in the Security Register.
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 any other
Holders. 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/
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Registrar, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such
waiver.
SECTION 28: Cancellation. All Bonds 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 Bonds previously certified or registered and
delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly
cancelled by the Paying Agent /Registrar. All cancelled Bonds
held by the Paying Agent /Registrar shall be destroyed as
directed by the City in accordance with the provisions of
applicable law.
SECTION 29: Mutilated, Destroyed, Lost, and Stolen
Bonds. If (1) any mutilated Bond is surrendered to the Paying
Agent /Registrar, or the City and the Paying Agent /Registrar
receive evidence to their satisfaction of the destruction,
loss, or theft of any Bond, and (2) there is delivered to the
City and the Paying Agent /Registrar such security or indemnity
as may be required to save each of them harmless, then, in the
absence of notice to the City or the Paying Agent /Registrar
that such Bond has been acquired by a bona fide purchaser, the
City shall execute and, upon its request, the Paying
Agent /Registrar shall register and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost, or stolen Bond,
a new Bond of the same Stated Maturity and of like tenor and
principal amount, bearing a number not contemporaneously
outstanding. .
In case any such mutilated, destroyed, lost, or stolen
Bond has become or is about to become due and payable, the City
in its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond, or payment in lieu
thereof, under this Section, the City may require payment by
the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other
expenses or charges (including attorney's fees and the fees and
expenses of the Paying Agent /Registrar) connected therewith.
Every new Bond issued pursuant to this Section in lieu
of any mutilated, destroyed, lost, or stolen Bond shall
constitute a replacement of the prior obligation of the City,
whether or not the mutilated, destroyed, lost, or stolen Bond
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time enforceable by anyone, and shall be
shall be at any wally and
entitled with all other Outstanding Bonds, Ordinance equally
ratably wit
The provisions of this Section are exchsl and aremedies
preclude (to the extent lawful) all other rig
with respect to the replacement and payment of mutilated,
destroyed, lost, or stolen Bonds.
Bond Proceeds.
SECTION 30: Sale of the Bonds; Use of BoInc (herein
The sale of the Bonds to Dean Witter Reynolds, the rights,
referred to as the Purchaser and having par plus
benefits, and obligations of a Holder) y the
hereby ° confirmed.
accrued interest to date of delivery
Delivery of the Bonds shall om of this Ordinance, upon payment
practicable after the adoption
therefor in accordance with the terms of sale.
Proceeds from the sale of the Bonds shall be applied
as follows:
A. Accrued interest and premium, if any, received
ll be deposited into the Interest and
from the Purchaser sha
Sinking Fund.
B. The balance of the proceeds derived from
shall sale
be
of the Bonds (after paying costs of issuance)
deposited into the special construction account or of
created for the projects to be constructed with the proceeds
the Bonds.
SECTION 31: Covenants to Maintain Tax-Exempt Status.
(A)
Definitions. When used in this Section, the
following terms have the following meanings:
of
"Code" means the Internal Revenue C enacted
1986, as amended by all legislation, if any,
on or before the Closing Date.
"Costs of Issuance" means all costs inc.urred in
ding
connection with the issuance of the Bonds, including
but not limited to, underwriters' spread,
financial advisor, rating agency, trustee, paying
agent, certifying and authenticating agent and
accountant fees, printing costs, costs in connection
with required public approval process, costs of
engineering and feasibility studies related to the
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issuance of the Bonds and any other costs so treated
by Treasury Regulations.
"Gross Proceeds" when used with respect to the
Bonds or any other issue of obligations of the City,
proceeds, amounts received (including
means original p the
repayments of principal) as a result of investing the
original proceeds of the issue, transferred proceeds,
sinking fund proceeds, amounts invested in a
reasonably required reserve or replacement funds
securities or obligations pledged by the City
f debt service on the Bonds or
security for payment o
such other issue, and any other amounts used to pay
debt service on the Booms the investment other issue,
or such of the
together with earnings
foregoing.
"Investments" means
(1) a share of stock in a corporation or a right
to subscribe for or to receive such a share,
(2) any obligation, including United States
Treasury bonds, notes, and bills and bank
deposits, whether or not certified or interest
bearing, but excluding obligations the interest
on which is, in the opinion of counsel nationally
recognized in the field of municipal bond
excludable from the gross income of any owner
thereof under the Code or the Internal Revenue
Code of 1954, as amended to the date of issuance
of such obligations,
(3) any annuity contract, or any other deferred
payment contract acquired to fund an obligation
of the Issuer, or
(4) any other property held for investment.
"issue Price" means the aggregate initial
offering price of each maturity of all the Bonds of
such Stated Maturity to the public, exclusive of
underwriters, bondhouses, brokers, dealers, and
the
similar persons or organizations acting in other
capacity of underwriters or wholesalers or any
similar person who purchases with an intent to resell
the Bonds within six months, at which a substantial
amount of each maturity of the Bonds were sold,
including accrued interest and premium or discount, if
any.
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"Net Proceeds" means the proceeds of the Bonds,
plus any amount not received by the Issuer
representing Costs of Issuance, including any discount
below the price at which the Bonds are expected to be
sold to the public, but excluding amounts deposited to
any reasonably required reserve or replacement fund.
"Nonpurpose Investment" means any Investment,
other than an obligation described in Section 103(a)
of the Code, in which Gross Proceeds of the Bonds are
invested and which is not acquired to carry out the
governmental purposes of the Bonds.
"Yield" of
(1) any Investment means the discount
factor which, when used in computing the present
value on the acquisition date thereof of all
scheduled payments of principal of and interest
on such Investment, results in an amount equal to
the purchase price thereof (but excluding any
commissions), compounding semiannually, and
(2) the Bonds means the discount factor
which, when used in computing. the present value
on the Closing Date of all scheduled payments of
principal of and interest on the Bonds, results
in an amount equal to the aggregate Issue Prices
of the Bonds of each Stated Maturity, compounding
semiannually.
(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 Bond 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 exemption from
federal income tax of the interest on any Bond, 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 the Bonds,
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(1) exclusively own, operate, and possess all
the acquisition, construction, or improvement
property or indirectly with
of which is to be financed directly mit the use of Gross
Gross Proceeds and not use or P constructed, or
Proceeds or any property acquired, carried
improved with Gross Proceeds in any activity
any person or entity other than a state or local
on by as a member of
government, unless such use is solely
the general public, or
(2)
not directly or indirectly impose or accept
any charge or other payment for use of Gross Proceeds
or any property the acquisition, construction,
or
improvement of which is to be financed hanrtaxes of
indirectly with Gross Proceeds, or interest earned
general application within the City ending
on investments acquired with Gros oses, either or
application for their intended p ur P
both.
(D)
No Private Loan. Except to the extent permitted
by section 141 of the aide not duseh Gross Proceeds ato make nor
thereunder, the City sh
an a state or
erson or entity other th
finance loans to any P oses of the foregoing covenant,
local government. For p ur P loaned to a person or
Gross Proceeds are considered to be
acquired, constructed,
or improved with
entity if (1) property person or entity in a
Gross Proceeds is sold or leaseddebtsuforp federal income tax
transaction which creates a such property erty is
purposes, (2) capacity in or service from
der a take -or -pay, output,
or
committed to such person or entity un (3) indirect benefits,
or similar contract or arrangement, of Gross Proceeds or any
or burdens and benefits of ownership, Gross
property acquired, constructed n o a improved ransactionh which Proceeds
are otherwise transferred
loan.
economic equivalent
(E) Not to Invest at of
the Codeland he Except
egulations
t
extent permitted by section at any time prior
the City shall not, directly or
and rulings thereunder, of the Bonds,
to the final Stated Maturity Investment (or use
indirectly invest Gross Proceeds in any Inv if as a result use
Gross Proceeds to replace money so invested), Date of all Of
such investment the Yield from the Closing
Investments acquired with ross Or
exceeds disposed of,
replaced thereby) whether
exceeds the Yield of the Bonds.
(F) Not Federally fu ran teed andx ep regulati onstand
' permitted by section 149(b
0
rulings thereunder, the City shall not take or omit to take any
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action which would cause the Bonds 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 such form and in such place as
such Secretary may prescribe.
(H) Rebate of Arbitrage Profits. Except to the
extent otherwise provided in section 148(f) of the Code and the
regulations and rulings thereunder or except to the extent the
City complies with Subsection (J) of this Section
(1) The City shall account for all Gross
Proceeds (including all receipts, expenditures, and
investments thereof) on its books of account
separately and apart from all other funds (and
receipts, expenditures, and investments thereof) and
shall retain all records of such accounting for at
least six years after the day on which the last
outstanding Bond is discharged. The City may,
however, to the extent permitted by law, commingle
Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for
each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than annually, the City
shall calculate, in accordance with rules set forth in
section 148(f) of the Code and the regulations and
rulings thereunder, the excess of:
(i) the amount earned on all Nonpurpose
Investments acquired with Gross Proceeds (other
than Investments attributable to an excess
described in this paragraph (2)), over
(ii) the amount which would have been earned if
such Nonpurpose Investments were invested at a
rate equal to the Yield on the Bonds,
plus any income attributable to such excess.
(3) As additional consideration for the purchase
of the Bonds by the initial purchasers thereof and the
loan of the money represented thereby, and in order to
induce such purchase by measures designed to insure
the excludability of the interest thereon from the
gross income of the owners thereof for federal income
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the City shall pay to the United States,
tax purposes, Fund or its general
out of the Interest anap9 statute, regulation
fund, as permitted by plicab
opinion of the Attorney General of the State o
or op h 2 above at
Texas the amount described In paragraph
the place, in the
the times, in the installments, such forms or other
manner, and accompanied by section 148(f)
information as is or may be required by
of the Code and the regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence
to assure that no errors are made such errcalculations
rquired by paragraph (2) and,
to discover and promptly to correct such error within
including
a reasonable amount of time thereafter, delinquent amounts
payment to the and assessed penalty.
owed to it, interest
(I)
Not to: Divert Arbitra e Profits. Except to the
permitted by section 148 of the Code and any regulations
extent extent p the City shall not,
and rulings thereunder, or final payment of the
to the earlier of the Stated Maturity amount
Bonds enter into any transaction that the
required
BO aid to the United States p
to be p
H) of this Section because osssthan wo ld have resulted ifnthe
e
smaller profit or a larger 1
transaction had been at arm's length and had the Yield of t
Bonds not been relevant to either party.
uired. The
No Rebate Req City need not comply
(J) — osed by the provisions of
with the covenants and duties imp
Subsection (H) of this Section if
(1) the City is a governmental unit with general
taxing powers; and all
(2) 95% of the Net Proceeds Chereof will B be Bused for
income from the investm
the governmental activities of the City;
face amount of all debt
(3) the aggregate the
obligations issued or expected to be issued by
City or any subordinate entity in the calendar year in
Including the Bonds but
which the Bonds are issued ( proceeds of
excluding obligation s to baf ter dethe d h date on which the
the Bonds within 90 daY is not reasonably expected to
Bonds are to be issued)
exceed $5,000,000; and
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(4) the City * otherwise satisfies the
requirements of paragraph (4)(c) of section 148(f) of
the Code and the regulations and rulings thereunder.
(K) Qualified Tax - Exempt Obligations. The City
hereby designates the Bonds as qualified tax - exempt
obligations for purposes of Section 265(b) of the Code.
SECTION 32: Control and Custody of Bonds. 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 Bonds pending
their approval by the Attorney General, the registration
thereof by the Comptroller of Public Accounts and the delivery
of the Bonds to the Purchaser.
Furthermore, the Mayor, City Secretary, City Manager,
City Attorney, or City Treasur.er, either or all, are hereby
authorized and directed to furnish and execute such documents
relating to the City and its financial affairs as may be
necessary for the issuance of the Bond, the approval of the
Attorney General, and their registration by the Comptroller of
Public Accounts 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 Bond(s)
to the Purchaser and the initial exchange thereof for
definitive certificates.
SECTION 33: Satisfaction of Obligation of City. If
the City shall pay or cause to be paid, or there shall
otherwise be paid to the Holders, the principal of and interest
on the Bonds, at the times and in the manner stipulated in this
Ordinance, then the pledge of any taxes, or Net Revenues of the
System or other money, securities, and funds pledged under this
Ordinance and all covenants, agreements, and other obligations
of the City to the Holders shall thereupon cease, terminate,
and become void and be discharged and satisfied, and the Paying
Agent /Registrar shall pay over or deliver all money held by it
under this Ordinance to the City.
Bonds or principal amount thereof and interest
installments for which money shall have been set aside in full
payment to maturity, or the redemption thereof, and held in
trust by the Paying Agent/ Registrar (through deposit by the
City of funds for such payment or otherwise) shall be deemed to
have been paid within the meaning and with the effect expressed
above in this Section. All Outstanding Bonds shall be deemed
to have been paid, prior to their Stated Maturity, within the
meaning and with the effect expressed above in this Section if
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3 5 1 4 E
A ent /Registrar
an amount which shall be sufficient, or
there shall have been deposited with the Paying e interest on
either money in principal
of and th
Government Securities the vide money which together with the
which when due will p A ent /Registrar at the
if any, deposited with the Paying hen due the principal of
money, to pay
same time shall be sufficient, prior to the
and interest to become due on such Bonds on and p given
Stated Maturity or (if noticea�rangementsothereforeacceptable to
or waived or if irrevocable the redemption date
the Paying Agent /Registrar have been made) deposited
pursuant to this Section, nor
thereof. Neither Government Securities nor money
with the Paying Agent /Registrar p on any such Government
principal or interest payments purpose other
Securities, shall be withdrawn or used for hen payment of the
than, and shall be held in trust for, cash received
principal of and interest andsuinte �es Any t on such Government
from such principal of in Agent /Registrar, if not
osited with the Paying practicable, be
Securities dep shall, to the extent
needed for such purpose, which may be non - interest
reinvested in Government Securities ( sucn Bonds on and
bearing) maturing at times and in amounts sufficient to pad
when due the principal of and interest and on
interest earned from
prior to the Stated Maturity thereof, as received
such reinvestments sha ll be paid over to the City trust,
r, free and clear of any
by the Paying Ag ent /Registra payment for Government Securities
Any
lien, or pledge. cash as aforesaid
purchased for the purpose of reinve,y of such Government
shall be made only against delivery
Securities. or
At such time as all of the neynan the Interesdt, and
provision is made for their payment,
Sinking Fund, if any, shall be transferred to the e System
Agent/Registrar
Si money held by the Paying A9
provided that any the payment of interest or
which has been provided for
principal and not so utilized for any reason shall continue )
p Agent/Registrar
for a period of four (4)
be held by the Paying Ag the
calendar years, and if not claimed, same shall be returned
to the System Fund. Initial
ed Opinion. That the
Print
SECTION 34: delivery of the Bonds is
accept e
Purchaser's obligation to opinion of Fulbright &
subject to its being furnished a final lsu h Bonds as to their
Jaworski, Attorneys at Law, approving
validity, said opinion to be dated and delivered of of the date
v for such Bonds. Printing
of delivery and payment
of said opinion on the reverse side of each
hereto
correct copy with appropriate certificate pertaining
said Bonds,
nature of the City Secretary of the
executed by facsimile sig
City is hereby approved and authorized.
-41-
S 5 1 4 E
SECTION 35: Effect of Headings. The Section headings
herein are for convenience only and shall not affect the
construction hereof.
SECTION 36: Ordinance a Contract
Amendments -
Outstanding Bonds. The City acknowledges that the covenants and
obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall
with the Holders from time to time,
constitute a contract
binding on the City and its successors and assigns, and
not be amended or repealed by the City so long s tion
The
remains Outstanding except as permitted in this Ho de s, from
City may, without the consent of or notice to any
time to time and at any time, amend this Ordinance in any
manner not detrimental to the interests of e or formal
including the curing of any ambiguity, with the
defect or omission herein. In addition, the City m n 'aggregate
written consent of Holders holding a majority
principal amount of the Bonds 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 Bonds, no such amendment, addition, or
rescission shall (1) extend the time or times
of p he ent of the
principal of and interest on the Bonds, e
amount thereof or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of or one erect
on the Bonds, (2) give any preference to any
te principal amount of
other Bond, or (3) reduce the aggrega
Bonds required for consent to any such amendment, addition, or
rescission.
SECTION 37: Benefits of Ordinance. Nothing in this
be
Ordinance, expressed or implied, is intended or shall the
construed to confer upon any person other than the City
Holders, any right, remedy, or claim, legal or equitable, under
reason of this Ordinance or any provision hereof, this
or by
Ordinance and all its p rovisions being intended to be and being
for the sole and exclusive benefit of the City and the Holders.
SECTION 38: Inconsistent Provisions. All ,ordinances
and 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 ordained herein.
SECTION 39: Governing Law. This Ordinance shall be
construed and enforced in accordance with the laws of the State
of Texas and the United States of America.
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SECTION 40: Severability. If any provision of this
Ordinance or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this
Ordinance and the application of such provision to other
Persons and circumstances shall nevertheless be valid, and this
governing body hereby declares that this Ordinance would have
been enacted without such invalid provision.
SECTION 41: Incorporation of Preamble Recitals. That
the recitals contained in the preamble hereof are hereby found
to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the
judgment and findings of the City Council of the City of
Schertz, Texas.
SECTION 42: Authorization of Paying Agent /Registrar
Agreement. The City Council of the City hereby finds and
determines that it is in the best interest of the City to
authorize the execution of a Paying, Agent /Registrar Agreement
in order to properly manage and supervise the flow of funds
mandated by the provisions of this Ordinance. A copy of the
Paying Agent /Registrar Agreement, in substantially final form,
is attached hereto as Exhibit A and is incorporated by
reference to the provisions of this Ordinance.
SECTION 43: Official Statement. The City ratifies
and confirms its prior approval of the form and content of the
Official Statement prepared in the initial offering and sale of
the Bonds and hereby approves the form and content of any
addenda, supplement, or amendment thereto. The use of such
Official Statement in the reoffering of the Bonds by the
Purchaser is hereby approved and authorized. The proper
officials of the City are hereby authorized to execute and
deliver a certificate pertaining to such Official Statement as
prescribed therein, dated as of the date of payment for and
delivery of the Bonds.
SECTION 44: Public Meeting. It is officially found,
determined, and declared that the meeting at which this
Ordinance is adopted was open to the public and public notice
of the time, place, and subject matter of the public business
to be considered at such meeting, including this Ordinance, was
given, all as required by Texas Revised Civil Statutes
Annotated Article 6252 -17, as amended.
SECTION 45: Emergency. By reason of the urgent
necessity to issue the Bonds as soon as possible to enable the
City to proceed with needed public improvements, an emergency
is hereby declared to exist making it necessary to the
preservation of the public peace, property, health and safety
that this ordinance become effective immediately upon its
passage, and it is so enacted.
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PASSED, ADOPTED AND APPROVED on the 25th day of March,
1987.
CITY OF SCHERTZ, XAS
May r
ATTEST:
Cit- 'Secretary
v
(CITY SEAL)
-44-
3 5 1 4 E
EXHIBIT A
PAYING AGENT /REGISTRAR
1987 (this
AGREEMENT entered into a5 of March 25, Texas (the
Agreement), by and between the City
of Schertz, and Austin,
First City National Bank of Austin, nized and
Issuer), banking association duly
Texas, a national
existing
under the laws of the United States of America (the
Bank).
RECITALS OF THE ISSUER
authorized and provided for the
The Issuer has duly re ate
e of its "CITY OF SCHERTZ, TEXAS UTILITY SYSTEM ag9EVgNU
issuance 1987" (the Securities) registered
BONDS, SERIES issued as
al amount of $1,020,000 to be
principal coupons;
securities with coup
All things necessary to make cehwithSecurities valid
will
obligations of the Issuer, in accordan thereof;
be taken upon the issuance and delivery
The Issuer is desirous the rincipalthe
prem um the
( if any)
Paying
Agent of the Issuer in paying the
accordance with the terms
and interest on the Securities, istrar for the Securities;
thereof, and that the Bank act as Reg and
The Issuer has duly authorized the execution to
t; and all things necessary
delivery of this reement of the Issuer, in accordance
Agreement;
this Agreement the
with its terms, have
mutually agreed as follows:
NOW, THEREFORE, it is
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
appoints the Bank to act as Paying
The Issuer hereby in order to pay, when
Agent with respect to the Securities,
i cip
al premium (if any) and interest on all or any
due, the prn
the Holders of the SecuritleS'
of the Securities to e istrar with
The Issuer hereby appoints the Bank as R g
respect to the Securities.
The Bank hereby accepts-its appointment, and agrees to
act as, the Paying Agent and Registrar.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent /Registrar, the Issuer hereby agrees to pay the Bank the
fees and amounts set forth in Annex A hereto for the first year
of this Agreement and thereafter the fees and amounts set forth
in the Bank's current fee schedule then in effect for services
as Paying Agent /Registrar for municipalities, which shall be
supplied to the Issuer on or before ninety (90) days prior to
the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Bank in accordance with any of
,the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise
requires, the following terms, whenever the same appears herein
without qualifying language, are defined to mean as follows:
Acceleration Date on any Security means the
date on and after which the principal or any or all
installments of interest, or both, are due and payable
on any Security which has become accelerated pursuant
to the terms of the Security.
Bank Office means the principal corporate trust
office of the Bank set forth on the signature page of
this agreement. The Bank will notify the Issuer, in
writing, of any change in location of the Bank Office.
Bond Resolution means the resolution, order or
ordinance of the governing body of the Issuer pursuant
to which the Securities are issued, certified by the
Secretary or any other officer of the Issuer, and
delivered to the Bank.
Fiscal Year means the fiscal year of the Issuer.
-2-
1054F
Holder and Security Holder each means a
Person in whose name a Security is registered in the
Security Register.
Issuer Request and Issuer Order means a
written request or order signed in the name of the
Issuer by the Mayor or the City Secretary of the
Issuer and delivered to the Bank.
Legal Holiday means a day on which the Bank is
required or authorized to be closed.
Person means any individual, corporation,
partnership, joint venture, association, joint stock
company, trust, unincorporated organization or
government or any agency or political subdivision of a
government.
Redemption Date when used: with respect to any
Bond to be redeemed means the date fixed for such
redemption pursuant to the terms of the Bond
Resolution.
Responsible Officer when used with respect to
the Bank means the Chairman or Vice - Chairman of the
Board of Directors, the Chairman ar Vice - Chairman of
the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust officer, or any other
officer of the Bank customarily performing functions
similar to those performed by any of the above
designated officers and also means, with respect to a
particular corporate trust matter, any other officer
to whom such matter is referred because of his
knowledge of and familiarity with the particular
subject.
Security Register means a register maintained
by the Bank on behalf of the Issuer providing for the
registration of Securities and of transfers of
Securities.
Stated Maturity means the date specified in the
Bond Resolution as the fixed date on which the
principal of the Security is due and payable.
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L 0 5 4 F
Section 2.02. Other Definitions.
The terms Bank, Issuer and Security have the
meanings assigned to them in the opening paragraph of this
Agreement or in the Recitals of the Issuer.
The term Paying Agent /Registrar refers to the Bank
in the performance of the duties and functions of this
Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption
Date, if any, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate
collected funds have been.provided to it for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder, preparing the checks and
mailing the checks on the payment date, to the Holders of the
Securities on the Record Date, addressed to their address
appearing on the Security Register.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities at the dates
specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Transfer and Exchange.
The Issuer shall keep at the Bank Office a register
(herein sometimes referred to as the Security Register) in
which, subject to such reasonable written regulations as the
Issuer may prescribe (which regulations shall be furnished the
Bank herewith or subsequent hereto by Issuer Order), the Issuer
shall provide for the registration of the Securities and for
-4-
! 0 5 4 F
The Bank is
hereby appointed
of Securities. registering Securities 5ando
transfers the purpose of The Bank agree
Registrar for herein provided. istrar.
transfers of Securities as
ster while it is Reg
maintain the Security Reg transfer or exchange
Security surrendered for by a written
Every or be accompanied which has been
be duly endorsed the signature on
shall of transfer,
bank or a member
instrument federal or state in form
an officer of a Dealers,
guaranteed by Association of Securitbysthe Holder thereof,
of the National Association
Bank, duly executed
satisfactory duly authorized in writing.
or his agent, documentation it
request any supporting
Registrar may re-registration.
feels necessary to effect a
Re ister.
Section 4.02. Form of security the
Registrar will maintain the records e
as Reg the Bank's general
The Bank accordance with The Bank
Register in from time to time. form
Security procedures in effect Register in any
practices and p maintain such available and
shall not be obligated to Bank has currently
other than those which
currently utilizes at the time. in written
Register may be maintained converted into
The Securother form capable of being
form or in any
written form reasonable time.
within a
Holders.
Section 4.03. List of Securit requested
any time
ill provide the Issuer at a copy of the
The Bank w required fee, may
upon payment o£ the Register. The Issuer any
by the Issuer, the Security Security Register at
information contained in in the rovided that
also inspect the information up-to-date
open for business, p
time the Bank is customarily open
Bank to provide an
reasonable time is allowed
form.
or to convert the information into written of
listing the content
release or disclose tO/ °r at the
The Bank will not any person other than to ee of the
Register to officer or employee Upon
the
Security uest of, an authorized the
written subpoena or cow 11 raotify
except upon receipt °f order the Bank court
Issuer, subpoena or court the subpoena or
receipt of that the Issuer may contest
Issuer so
order.
-5-
I o 5 4 F
Section 4.04. Return of- Cancelled Certificates.
it
will, at such reasonable intervals as of
The Bank Issuer, Securities in
to the have been
determines, surrender for which other Securities
which or in exchange aid.
issued, or which have been P Issuer.
Section 4.05. Transaction Information to
will, within a reasonable time afthe receipt
The Bank the Issuer, furnish
of written request
from it has paid pursuant to
as to the Securities the transfer
information it has delivered upon
Section 3.01, and Securities
of any Securities pursuant to Section 4.01.
or exchange
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank
to perform the duties set forth
The Bank undertakes
in
herein and agrees the performance
to use reasonable care
thereof. Etc.
Section 5.02. Reliance on Documents truth
(a) The Bank f
rely, as to the
may conclusively the opinions expressed
of the statements and correctness o
on certificates or opinions furnished to the Bank.
therein, The Bank for any error of it
nk shall not be liable unless
(b) a Responsible Officer, the
judgment made in good faith by li ent in ascertaining
shall be proved that the Bank was neg 9
pertinent facts. require the
(c) No provisions of this Agreement shall req
incur any
its own funds or otherwise incur
duties
expend or risk of any of
Bank to for performance of its rights or powers,
financial liability of any that
or in the exercise rounds for believing to
hereunder, have reasonable g satisfactory
if it shall funds or adequate indemnity it-
repayment of such liability is not assured to
it against such risks or
be protected in
Bank may rely and shall any resolution,
(d) The acting uP °ri notice,
refraining from report,
acting or opinion,
instrument, °P security, or
statement, order, bond, note, to
certificate, consent, it to be genuine and
request, direction, believed by or parties.
or docume present
by the proper Party
other Paper signed or
have been sig
-6-
1 0 5 4 F
Of the foregoing statement, the
the generality of any Securities, but is
Without limiting an
upon receipt of Securities containing transfer
Bank need not
aCtangrie the ownership transfer or power of
protected
endorsement or instruction of trans signed by the Holder or an
which appears on its face to be sig
Of the Holder. The Bank shall not be bound reSOlution�,
agent report, notice,
investigation into the faclnstrumentteropinion, in a security
or
certificate, statement, order, bond, note, se
request, direction, consent, Issuer.
other paper or document supp lied by and the
(e) The Bank may consult with counsel,
deice of such counsel or any opinion of counsel shall
written a complete authorization and protection with respect
suffered or omitted by it hereunder in
be full and comp
to any action taken,
good faith and in reliance thereon. powers hereunder
(f) The Bank may
exercise any of the P or by or
and perform any duties hereunder either directly
through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. in
The recitals contained herein algsuer,t and B the iBank
shall be taken as the statements of
assumes no responsibility for their correctness.
or any other Person for
the:- Issuer,
The Bank shall in no event be liable
0
any Holder or Holders S Security
ecurity from its own funds.
any amount due on any
Section 5.04. May Hold Securities. may
other capacity,
The Bank, in its individual or any otherwise
become the owner or pledgee of Securities
itnwould have if it
ent /Registrar, or any other agent.
deal with the Issuer with the same rig
were not the Paying
moneys Held by Bank.
Section 5.05. not be
hereunder need
Money held by the Bank trust
segregated
from any other funds provided appropriate
accounts
are maintained in the name and for the benefit of the
Issuer.
The Bank shall be under no liability for interest on
any money received by it hereunder.
-7-
1 0 5 4 F
Any money deposited with the Bank for the payment of
the principal, premium (if any) or interest on any Security and
remaining unclaimed for four (4) years after final maturity of
the Security has become due and payable will be paid by the
Bank to the Issuer, and the Holder of such Security shall
thereafter look only to the Issuer for payment thereof, and all
liability of the Bank with respect to such monies shall
thereupon cease.
Section 5.06. Indemnification.
The Issuer agrees, to the extent it legally may, to
indemnify the Bank for, and hold it harmless against, any
loss
incurred without negligence or bad faith
liability or expense
on its part, arising out of or in connection with its
acceptance or administration of its duties hereunder, including
the cost and expense (including its counsel fees) of defending
itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties under
this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demands or controversy over
its persons as well as funds on deposit, in either the District
Court of Guadalupe County, Texas, or the United States Federal
District Court for the Western District of Texas, waive
personal service of any process, and agree that service of
process by certified or registered mail, return receipt
requested, to the address set forth in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and
the Bank further agree that the Bank has the right to file a
Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
1 0 5 4 F
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, waiver or other document provided or permitted hereby
to be given or furnished to the Issuer or the Bank shall be
mailed or delivered to the Issuer or the Bank, respectively, at
the addresses shown on the signature page of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer
shall bind its successors and assigns, whether so expressed or
not.
Section 6.06. Separability.
In case any provision herein, or application thereof,
shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions or
applications shall not in any way be affected or impaired
thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy
or claim hereunder.
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent /Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of
counterparts, each which shall be deemed an original and all of
which shall constitute one and the same Agreement.
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Section 6.10. Termination.
This Agreement will terminate on the date of final
payment by the Bank issuing its checks for the final payment of
principal of and interest on the Securities.
This Agreement may be earlier terminated upon 60 days
written notice by either party; provided, however, that this
Agreement may not be terminated (i) by the Bank until a
successor Paying Agent /Registrar that is a national or state
banking institution and a corporation or association organized
and existing under the laws of the United States of America or
of any State which possesses trust powers and is subject to
supervision or examination by a federal or state regulatory
agency has been appointed by the Issuer and has accepted such
appointment, or (ii) at any time during which such termination
might, in the judgment of the Issuer, disrupt, delay, or
otherwise adversely affect the payment of the principal,
premium, if any, or interest on the Securities. Prior to
terminating this Agreement the Issuer may reasonably require
the Bank to show that such termination will not occur during a
period described in (ii) above.
The provisions of Section 1.02 and of Article Five
shall survive, and remain in full force and effect following
the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
FIRST CITY NATIONAL BANK OF AUSTIN
AUSTIN, TEXAS
By:
Name. JOHN C. MILLER
Tit Vice President and Trust Officer
Address: 823 Congress Avenue
Austin, Texas 78701
[SEAL]
Att.Pst:
C "A_]M-g'�ba_
Name; T_
Title:
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t 0 5 4 F
CITY OF SCHERTZ, T XAS
By:
Name: Earl W. Sa06 r
Title: Mayor
Address: 1400 Live Oak
Schertz, Texas 78154
[SEAL]
Attest:
Name
Title: City Secretary
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1 0 5 4 F
First Cite National Bank ol'Austin
Trust Division
EXHIBIT A
823 Congress Avenue, P.O. Box 2127
Austin, TX 78768
( 512) 473 -4800
FULLY REGISTERED
BOND SERVICES
SCHEDULE OF CHARGES
EFFECTIVE JULY 1, 1985
Registrar and Paying Agencies
Acceptance Fee None
Annual Minimum Charge 700.00
or
Bond /Debenture Registrar
First 100 registrations (minimum per year) 250.00
Each registration in excess of 100 1.00
Registrations requiring special attention
Reviewing legal transfers (each transaction) 10.00
Replacement of lost, stolen or destroyed
securities (each transaction) 25.00
Bondholder /Debentureholder Account Maintenance
First 100 accounts (minimum per year) 250.00
Each account in excess of 100 .85
Conversion of Bonds /Debentures
1 /10 of 1% of principal amount converted
Retirement of Bonds /Debentures
For retirement at maturity, or by call as a whole:
First 100 Bonds /Debentures (each) 1.50
Next 400 Bonds /Debentures (each) 1.00
Excess over 500 Bonds /Debentures (each) .50
Member First Cit}, Bancorporation of Texas, Inc.
For retirement by partial call, tender offer or by purchase:
First 100 Bonds /Debentures (each) 2.00
Next 400 Bonds /Debentures (each) 1.50
Excess over 500 Bonds /Debentures (each) 1.00
Registered Interest Disbursement
Each check .30
Minimum charge (per interest payment) 100.00
Destruction of Bonds
Sorting, listing and destroying
(per registered bond) .15
Minimum charge (per destruction) 50.00
Miscellaneous Services
Bondholder /Debentureholder list preparation
(per account) .04
Bondholder /Debentureholder mailing
(per account) .05
I.R.S. Form 1099 preparation and filing
(per account) .10
Minimum fee 50.00
Additional Charges
The fees shown in this schedule are intended to be minimum fees, and
accordingly, are subject to increase if the circumstances attending
a particular issue or account so warrant. Additionally, float is not
considered when determining fee calculation.
TD707/2
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTIES OF GUADALUPE,
BEXAR AND COMAL
CITY OF SCHERTZ
I, the undersigned, City Secretary of the City of
Schertz, Texas (the City), DO HEREBY CERTIFY as follows:
1. That on the 25th day of March, 1987, the City
Council of the City of Schertz, Texas, convened in a special
session at its regular meeting place in the City Hall of said
City; the duly constituted members of the City Council being as
follows:
Earl W. Sawyer Mayor
Ken Greenwald Mayor Pro -Tem
Charles B. Sharpe Councilmember
Hal Baldwin Councilmember
Raymond Stanhope Councilmember
Adolph Aguilar Councilmember
and all of said persons were present at said meeting, except
the following: None ,
thus constituting a quorum. Additionally, the City Manager
Mr. Jimmy Gilmore, and the City Secretary, Ms. June Krause were
also in attendance. Among other business considered at said
meeting, the attached ordinance (the Ordinance) entitled:
AN ORDINANCE authorizing the issuance of "CITY OF
SCHERTZ, TEXAS, UTILITY SYSTEM REVENUE BONDS,
SERIES 1987 "; providing for the payment of said
Bonds by a lien on and pledge of the Net Revenues
of the City's combined waterworks and sanitary
sewer system to the payment of the principal of
and interest on such Bonds equally and ratably
with certain other presently outstanding
obligations; providing the terms and conditions
of such Bonds; resolving other matters incident
and relating to the issuance, payment, security,
sale and delivery of said Bonds, including the
approval and distribution of an Official
Statement pertaining thereto; authorizing the
execution of a Paying Agent /Registrar Agreement;
and providing an effective date.
was introduced and submitted to the City Council for passage
and adoption. After presentation and due consideration of the
Ordinance, a motion was made by Hal Baldwin
that the Ordinance be finally passed and adopted. The motion
was seconded by Ray Stanhope and carried by the
following vote:
5 voted "FOR" 0 voted "AGAINST" 0 Abstained
all as shown in the official Minutes of the City 'Council for
the meeting held on the aforesaid date.
2. That the attached Ordinance is a true and_:correct
copy of the original on file in the official recordsu of the
City; the duly qualified and acting members of the City�Council
of said City on the date of the aforesaid meeting are those
persons shown above and, according to the records of my_-office,
each member of the City Council was given actual notice of the
time, place and purpose of the meeting and had actual. notice
that the matter would be considered; and that said meeting, and
deliberation of the aforesaid public business, including the
subject of the entitled Ordinance, was posted and given in
advance thereof in compliance with the provisions of Texas
Revised Civil Statutes Annotated Article 6252 -17, as amended.
IN WITNESS WHEREOF, I
officially and affixed the seal
of March, 1987.
have hereunto signed my name
of said City, this the 25th day
City Secretary
ity of Schertz, Texas
(SEAL)
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