1992MB22- TEXAS COMBINATION TAX AND JUNIOR LIEN REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992
DRAFT 11113/92
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
SCHERTZ, TEXAS COMBINATION TAX AND JUNIOR LIEN
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1992";
PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE
LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY
WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES
BY A LIEN ON AND PLEDGE OF THE NET REVENUES OF THE
SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID
CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT
AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE,
AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE
APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT;
AUTHORIZING THE EXECUTION OF A PAYING AGENTIREGISTRAR
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council of the City of Schertz, Texas (the City) has caused
notice to be given of its intention to issue certificates of obligation in the maximum
principal amount of $200,000 for the purpose of providing funds for the payment of
contractual obligations of the City to be incurred for (1) construction of public works:
building, improving, extending, enlarging, or repairing the City's combined waterworks
and sanitary sewer system, and (2) payment for professional services. This notice has
been duly published in a newspaper hereby found and determined to be of general
circulation in the City, once a week for two (2) consecutive weeks, the date of the first
publication of such notice being not less than fifteen (15) days prior to the tentative
date stated therein for the passage of the ordinance authorizing the issuance of such
certificates of obligation; and
WHEREAS, no petition protesting the issuance of the certificates of obligation
described in this notice, signed by at least 5% of the qualified electors of the City, has
been presented to or filed with the City Secretary prior to the date tentatively set in
such notice for the passage of this ordinance; and
WHEREAS, the City Council hereby finds and determines that all of the
certificates of obligation described in such notice should be issued and sold at this time;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS THAT:
SECTION 1: Authorization - Desimation - Principal Amount - Purpose.
The certificates of obligation of the City shall be and are hereby authorized to be issued
in the aggregate principal amount of TWO HUNDRED THOUSAND AND NOIlOO
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DOLLARS ($200,000), to be designated and bear the title of "CITY OF SCHERTZ,
TEXAS COMBINATION TAX AND JUNIOR LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1992" (the Certificates), for the purpose of paying contractual
obligations to be incurred for (1) construction of public works: building, improving,
extending, enlarging, or repairing the City's combined waterworks and sanitary sewer
system, and (2) payment for professional services, pursuant to the authority conferred
by and in conformity with the laws of the State of Texas, particularly Texas Revised
Civil Statutes Annotated Articles 1111 through 1118, as amended, and the Certificate
of Obligation Act of 1971, as amended, Section 271.041 through Section 271.063, Local
Government Code, Texas Revised Civil Statutes Annotated Article 1175, as amended,
and the City's Home Rule Charter.
SECTION 2: Fullv Relristered Oblil!ations - Authorized Denominations -
Stated Maturities - Interest Rates - Date. The Certificates are issuable in fully
registered form only; shall be dated November 1, 1992 (the Certificate Date) and shall
be in denominations of $5,000 or any integral multiple thereof, and the Certificates
shall become due and payable on September 1 in each of the years and in principal
amount (the Stated Maturities) and bear interest on the unpaid principal amounts from
the Certificate Date, or from the most recent Interest Payment Date (hereinafter
defined) to which interest has been paid or duly provided for, to the earlier of
redemption or Stated Maturity, at the per annum rates, while Outstanding, in
accordance with the following schedule:
Year of
Stated 1iaturitv
Principal
Amounts ($)
Interest
Rates (%)
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
10,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
60,000
60,000
SECTION 3: Pavrnent of Certificates - Pavinl! Al!ent/Relristrar. The principal
of, premium, if any, and interest on the Certificates, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable 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 such payment of principal of and interest on
the Certificates shall be without exchange or collection charges to the Holder (as
hereinafter defined) of the Certificates.
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The Certificates shall bear interest at the per annum rates shown above in
Section 2, computed on the basis of a 360-day year of twelve 30-day months, and
interest thereon shall be payable semiannually on March 1 and September 1 of each
year (the Interest Payment Date) commencing September 1, 1993, while the Certificates
are Outstanding.
The selection and appointment of New First City, Texas--Austin, N.A., Austin,
Texas, to serve as the initial Paying AgentlRegistrar for the Certificates is hereby
approved and confirmed, and the City agrees and covenants to cause to be kept and
maintained at the principal corporate trust office of the Paying AgentlRegistrar books
and records (the Security Register) for the registration, payment and transfer of the
Certificates, all as provided herein, in accordance with the terms and provisions of a
Paying AgentlRegistrar Agreement, attached, in substantially final form, as Exhibit A
hereto, and such reasonable rules and regulations as the Paying AgentlRegistrar and
City may prescribe. The City covenants to maintain and provide a Paying
AgentlRegistrar at all times while the Certificates are Outstanding, and any successor
Paying AgentlRegistrar shall be (i) a national or state banking institution or (ii) an
association or a corporation organized and doing business under the laws of the United
States of America or of any state, authorized under such laws to exercise trust powers.
Such Paying AgentlRegistrar shall be subject to supervision or examination by federal
or state authority and authorized by law to serve as a Paying AgentlRegistrar.
The City reserves the right to appoint a successor Paying AgentlRegistrar upon
providing the previous Paying AgentlRegistrar 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 of the Certificates by
United States Mail, first-class postage prepaid, which notice shall also give the address
of the new Paying AgentlRegistrar.
Both principal of, premium, if any, and interest on the Certificates, due and
payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only
to the registered owner of the Certificates appearing on the Security Register (the
Holder or Holders) maintained on behalf of the City by the Paying AgentlRegistrar as
hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of
payment of interest thereon, and (ii) on the date of surrender of the Certificates for
purposes of receiving payment of principal thereof upon redemption of the Certificates
or at the Certificates' Stated Maturity. The City and the Paying AgentlRegistrar, and
any agent of either, shall treat the Holder as the owner of a Certificate for purposes of
receiving payment and all other purposes whatsoever, and neither the City nor the
Paying AgentlRegistrar, or any agent of either, shall be affected by notice to the
contrary.
Principal of and premium, if any, on the Certificates shall be payable only upon
presentation and surrender of the Certificates to the Paying AgentlRegistrar at its
principal corporate trust office. Interest on the Certificates shall be paid to the Holder
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whose name appears in the Security Register at the close of business on the fifteenth
day of the month next preceding an Interest Payment Date for the Certificates (the
Record Date) and shall be paid (i) by check sent by United States Mail, first-class
postage prepaid, by the Paying AgentlRegistrar, to the address of the Holder appearing
in the Security Register or (ii) by such other method, acceptable to the Paying
AgentlRegistrar, requested in writing by the Holder at the Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on
the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking
institutions in the city where the Paying AgentlRegistrar 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 day. The payment on such date shall have the same
force and effect as if made on the original date any such payment on the Certificates
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 AgentlRegistrar, 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.
SECTION 4: Redemption.
A. Optional Redemption. The Certificates having Stated Maturities on and
after September 1, 2002 shall be subject to redemption prior to Stated Maturity, at the
option of the City, on September 1, 2001, or on any interest payment date thereafter,
as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity selected at random and by lot by the Paying
AgentlRegistrar), at the redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a
date set for the redemption of Certificates (unless a shorter notification period shall be
satisfactory to the Paying AgentlRegistrar), the City shall notify the Paying
AgentlRegistrar of its decision to exercise the right to redeem Certificates, the principal
amount of each Stated Maturity to be redeemed, and the date set for the redemption
thereof. The decision of the City to exercise the right to redeem Certificates shall be
entered in the minutes of the governing body of the City.
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C. Selection of Certificates for Redemption. If less than all Outstanding
Certificates of the same Stated Maturity are to be redeemed on a redemption date, the
Paying AgentlRegistrar shall select at random and by lot the Certificates to be
redeemed, provided that if less than the entire principal amount of a Certificate is to
be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to
redemption as representing the number of Certificates Outstanding which is obtained
by dividing the principal amount of such Certificate by $5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a
redemption date for the Certificates, a notice of redemption shall be sent by United
States Mail, first-class postage prepaid, in the name of the City and at the City's
expense, by the Paying AgentlRegistrar to each Holder of a Certificate to be redeemed,
in whole or in part, at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice,
and any notice of redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the
Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion
of the principal amount to be redeemed, the principal amount thereof to be redeemed,
(iii) state the redemption price, (iv) state that the Certificates, or the portion of the
principal amount thereof to be redeemed, shall become due and payable on the
redemption date specified, and the interest thereon, or on the portion of the principal
amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the principal corporate trust
office of the Paying AgentlRegistrar only upon presentation and surrender thereof by
the Holder. If a Certificate is subject by its terms to redemption and has been called
for redemption and notice of redemption thereof has been duly given or waived as
herein provided, such Certificate (or the principal amount thereof to be redeemed) so
called for redemption shall become due and payable, and if money sufficient for the
payment of such Certificates (or ofthe principal amount thereof to be redeemed) at the
then applicable redemption price is held for the purpose of such payment by the Paying
AgentlRegistrar, then on the redemption date designated in such notice, interest on said
Certificates (or the principal amount thereof to be redeemed) called for redemption
shall cease to accrue and such Certificates shall not be deemed to be Outstanding in
accordance with the provisions of this Ordinance.
E. TransferlExchanl!e of Certificates. Neither the City nor the Paying
AgentlRegistrar shall be required (1) to transfer or exchange any Certificate during a
period beginning forty-five (45) days prior to the date fIxed for redemption of the
Certificates or (2) to transfer or exchange any Certificate selected for redemption,
provided, however, such limitation of transfer shall not be applicable to an exchange
by the Holder of the unredeemed balance of a Certificate which is subject to redemption
in part.
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SECTION 5: Execution - Registration. The Certificates shall be executed on
behalf of the City by its Mayor under its seal reproduced or impressed thereon and
attested by its City Secretary. The signature of either of said officers on the
Certificates may be manual or facsimile. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time of the Certificate Date, the proper
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 Certificates to the
initial purchaser(s), all as authorized and provided in the Bond Procedures Act of 1981,
Texas Revised Civil Statutes Annotated Article 717k-6, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or
be valid or obligatory for any purpose, unless there appears on such Certificate either
a certificate of registration substantially in the form provided in Section 8C, executed
by the Comptroller of Public Accounts of the State of Texas or his duly authorized
agent by manual signature, or a certificate of registration substantially in the form
provided in Section 8D, executed by the Paying AgentlRegistrar by manual signature,
and either such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly certified or registered and delivered.
SECTION 6: Registration - Transfer - Exchanl!e of Certificates - Predecessor
Certificates. The Paying AgentlRegistrar shall obtain, record, and maintain in the
Security Register the name and address of every owner of the Certificates, or if
appropriate, the nominee thereof. Any Certificate may, in accordance with its terms
and the terms hereof, be transferred or exchanged for Certificates of other authorized
denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Certificate to the Paying AgentlRegistrar for
cancellation, accompanied by a written instrument of transfer or request for exchange
duly executed by the Holder or by his duly authorized agent, in form satisfactory to the
Paying AgentlRegistrar.
Upon surrender for transfer of any Certificate at the principal corporate trust
office of the Paying AgentlRegistrar, the City shall execute and the Paying
AgentlRegistrar shall register and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of authorized denomination and having the
same Stated Maturity and of a like interest rate and aggregate principal amount as the
Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates
of authorized denominations and having the same Stated Maturity, bearing the same
rate of interest and of like aggregate principal amount as the Certificates surrendered
for exchange upon surrender of the Certificates to be exchanged at the principal
corporate trust office of the Paying AgentlRegistrar. Whenever any Certificates are so
surrendered for exchange, the City shall execute, and the Paying AgentlRegistrar shall
register and deliver, the Certificates to the Holder requesting the exchange.
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All Certificates issued upon any transfer or exchange of Certificates shall be
delivered at the principal corporate trust office of the Paying AgentlRegistrar, or be
sent by registered mail to the Holder at his request, risk, and expense, and upon the
delivery thereof, the same shall be the valid and binding obligations of the City,
evidencing the same obligation to pay, and entitled to the same benefits under this
Ordinance, as the Certificates surrendered upon such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made
without expense or service charge to the Holder, except as otherwise herein provided,
and except that the Paying AgentlRegistrar shall require payment by the Holder
requesting such transfer or exchange of any tax or other governmental charges required
to be paid with respect to such transfer or exchange.
Certificates canceled by reason of an exchange or transfer pursuant to the
provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a
portion, as the case may be, of the same debt evidenced by the new Certificate or
Certificates registered and delivered in the exchange or transfer therefor. Additionally,
the term Predecessor Certificates shall include any Certificate registered and delivered
pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which
shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or
stolen Certificate.
SECTION 7: Initial Certificate (s). The Certificates herein authorized shall be
issued initially either (i) as a single fully registered certificate in the total principal
amount of $200,000 with principal installments to become due and payable as provided
in Section 2 and numbered T-1, or (ii) as one (1) fully registered Certificate for each
year of Stated Maturity in the applicable principal amount and denomination and to be
numbered consecutively from T-1 and upward (the Initial Certificate(s)) and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s)
or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to
the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and
delivered to the initial purchaser(s). Any time after the delivery of the Initial
Certificate(s), the Paying AgentlRegistrar shall cancel the Initial Certificate(s) delivered
hereunder and exchange therefor definitive Certificates of authorized denominations,
Stated Maturities, principal amounts and bearing applicable interest rates for transfer
and delivery to the Holders named at the addresses identified therefor; all pursuant to
and in accordance with such written instructions from the initial purchaser(s), or the
designee thereof, and such other information and documentation as the Paying
AgentlRegistrar may reasonably require.
SECTION 8: FORMS.
A. Forms Generallv. The Certificates, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the Certificate of Registration,
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and the form of Assignment to be printed on each of the Certificates shall be
substantially in the forms set forth in this Section with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this
Ordinance and may have such letters, numbers, or other marks of identification
(including insurance legends in the event the Certificates, or any Stated Maturities
thereof, are insured and 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, consistent herewith, be established by the City or determined by the officers
executing the Certificates as evidenced by their execution thereof. Any portion of the
text of any Certificate may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Certificate.
The definitive Certificates shall be printed, lithographed, or engraved, produced
by any combination of these methods, or produced in any other similar manner, all as
determined by the officers executing the Certificates as evidenced by their execution
thereof, but the Initial Certificate(s) submitted to the Attorney General of Texas may
be typewritten or photocopied or otherwise reproduced.
B. Form of Definitive Certificate.
REGISTERED
NO.. ......
REGISTERED
$ ......
United States of America
State of Texas
Counties of Guadalupe, Comal, and Bexar
CITY OF SCHERTZ, TEXAS
COMBINATION TAX AND JUNIOR LIEN REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1992
Interest Rate:
Certificate Date:
Stated Maturity:
CUSIP NO:
November 1, 1992
REGISTERED OWNER: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PRINCIPAL AMOUNT: .................................... DOLLARS
The City of Schertz, Texas (the City), a body corporate and municipal
corporation in the Counties of Guadalupe, Comal, and Bexar, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to pay to the order of the
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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 from the Certificate Date specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for until
such principal sum has become due and payment thereof has been made or duly
provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of
interest specified above computed on the basis of a 360-day year of twelve 30-day
months; such interest being payable on March 1 and September 1 of each year
commencing September 1, 1993.
Principal of this Certificate shall be payable to the Registered Owner hereof
(the Holder), upon presentation and surrender, at the principal corporate trust office
of the Paying AgentlRegistrar executing the registration certificate appearing hereon
or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one
or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced)
whose name appears on the Security Register maintained by the Paying
AgentlRegistrar 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 interest on this Certificate 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. Interest shall be paid by the Paying AgentlRegistrar by check sent on
the appropriate date of payment by United States Mail, first-class postage prepaid, to
the Holder hereof at the address appearing in the Security Register or by such other
method, acceptable to the Paying AgentlRegistrar, requested by the Holder hereof at
the Holder's risk and expense.
This Certificate is one of the series specified in its title issued in the
aggregate principal amount of $200,000 (the Certificates) pursuant to an Ordinance
adopted by the governing body of the City (the Ordinance), for the purpose of paying
contractual obligations of the City to be incurred for (1) construction of public works:
building, improving, extending, enlarging, or repairing the City's combined waterworks
and sanitary sewer system, and (2) payment for professional services, under and in
strict conformity with the laws of the State of Texas, particularly Texas Revised Civil
Statutes Annotated Articles 1111 through 1118, as amended, and the Certificate of
Obligation Act of 1971, as amended, Local Government Code, Section 271.041 through
271.063, Texas Revised Civil Statutes Annotated Article 1175, as amended, and the
City's Home Rule Charter.
The Certificates stated to mature on and after September 1, 2002 may be
redeemed prior to their Stated Maturities, at the option of the City, on September 1,
2001, 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
selected at random and by lot by the Paying AgentlRegistrar) at the redemption price
of par plus accrued interest to the date of redemption; provided, however, that at least
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thirty (30) days prior written notice shall be sent to the Holder of the Certificates to
be redeemed by United States Mail, first-class postage prepaid, and subject to the terms
and provisions relating thereto contained in the Ordinance. If this Certificate is subject
to redemption prior to Stated Maturity and is in 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 hereof, upon the
surrender of this Certificate to the Paying AgentlRegistrar at its principal corporate
trust office, a new Certificate or Certificates 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 Certificate (or any portion of the principal sum hereof) shall have been
duly called for redemption and notice of such redemption duly given, then upon such
redemption date this Certificate (or the portion of the principal sum hereof to be
redeemed) shall become due and payable, and, if the money for the payment of the
redemption price and the interest accrued on the principal amount to be redeemed to
the date of redemption is held for the purpose of such payment by the Paying
AgentlRegistrar, interest shall cease to accrue and be payable hereon from and after the
redemption date on the principal amount hereof to be redeemed. If this Certificate is
called for redemption, in whole or in part, the City or the Paying AgentlRegistrar shall
not be required to issue, transfer, or exchange this Certificate 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 redemption in part.
The Certificates of this series are payable from the proceeds of an ad valorem tax
levied upon all taxable property within the City, within the limitations prescribed by
law, and are further payable from and equally and ratably secured by a lien on and
pledge of the Net Revenues (identified and defined in the Ordinance) derived from the
operation of the City's combined waterworks and sewer system (the System), on a
parity with the currently outstanding Junior Lien Obligations, such lien on and pledge
of the Net Revenues being junior and inferior to the lien on and pledge of such Net
Revenues securing payment of the currently outstanding Prior Lien Obligations
(identified and defined in the Ordinance) and any Additional Prior Lien Obligations
hereafter issued by the City but prior and superior to the lien on and pledge thereof
securing, in part, the payment of the currently outstanding Limited Pledge Obligations.
In the Ordinance, the City reserves and retains the right to issue Additional Prior Lien
Obligations, Additional Junior Lien Obligations, Subordinate Lien Obligations, and
Additional Limited Pledge Obligations (all as identified and defined in the Ordinance),
while the Certificates are Outstanding, without limitation as to principal amount but
subject to any terms, conditions or restrictions as may be applicable thereto under law
or otherwise.
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Reference is hereby made to the Ordinance, copies of which are on file in the
principal corporate trust office of the Paying AgentlRegistrar, and to all of the
provisions of which the Holder by his acceptance hereof hereby assents, for definitions
of terms; the description of and the nature and extent of the tax levied and the
revenues pledged for the payment of the Certificates; the terms and conditions under
which the City may issue Additional Prior Lien Obligations, Additional Junior Lien
Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations;
the terms and conditions relating to the transfer or exchange of the Certificates; the
conditions upon which the Ordinance may be amended or supplemented with or
without the consent of the Holder; the rights, duties, and obligations of the City and
the Paying AgentlRegistrar; the terms and provisions upon which this Certificate may
be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to
be no longer Outstanding thereunder; and for the other terms and provisions specified
in the Ordinance. Capitalized terms used herein have the same meanings assigned in
the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may
be transferred at the principal corporate trust office of the Paying AgentlRegistrar, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Paying AgentlRegistrar duly executed by the Holder hereof, or his duly
authorized agent, and thereupon one or more new fully registered Certificates of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest,
and of the same aggregate principal amount will be issued to the designated transferee
or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
Holder hereof 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 Certificate 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 hereof for all other purposes, and neither the City nor
the Paying AgentlRegistrar, 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 AgentlRegistrar, 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 the issuance of this
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Certificate in order to render the same a legal, valid, and binding 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 Certificates does not exceed any
constitutional or statutory limitation. In case any provision in this Certificate or any
application thereof shall be deemed invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions and applications shall not in any
way be affected or impaired thereby. The terms and provisions of this Certificate and
the Ordinance shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
IN WITNESS WHEREOF, the City has caused this Certificate to be duly
executed under its official seal.
CITY OF SCHERTZ, TEXAS
By
ATTEST:
Mayor
City Secretary
(CITY SEAL)
[The remainder of this page intentionally left blank.]
0034926
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C. *Form of Relristration Certificate of Comptroller of Public Accounts to
Aooear on Initial Certificate(s) Onlv.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
~
~ REGISTER NO. . . . . . . . . . . . . . . . . . .
~
~
THE STATE OF TEXAS
I HEREBY CERTIFY that this Certificate has been examined, certified as to
validity and approved by the Attorney General of the State of Texas, and duly
registered by the Comptroller of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this . . . . . . . . . . . . . . . . . . . . . .. .
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* Note to Printer: Not to appear on printed Certificates
D. Form of Certificate of Pavinl! Al!ent/Relristrar to Appear on Definitive
Certificates Onlv.
This Certificate has been duly issued under the prOVISIOns of the
within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and
designated series originally delivered having been approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts, as shown
by the records of the Paying AgentlRegistrar.
NEW FIRST CITY, TEXAS--AUSTIN, N.A.,
Austin, Texas
as Paying AgentlRegistrar
Registered this date:
By
Authorized Officer
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E. Form of Assimment.
ASSIGNMENT
FOR VALUE RECENED the undersigned hereby sells, assigns, and transfers
unto (Print or typewrite name, address, and zip code of transferee): . . . . . . . . . . . .
............."".. 0............,.. _,................" 0.............
(Social Security or other identifying number; . . . . . . . . . . . . . . . . . . . . . . . . . . .. )
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints .........................................................
attorney to transfer the within Certificate on the books kept for registration thereof,
with full power of substitution in the premises.
DATED: ..........
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as
it appears on the face of the within Certificate in
every particular.
Signature guaranteed:
F. The Initial Certificate(s) shall be in the form set forth in paracraph B of
this Section. except that the form of a sinl!le fullv registered Initial
Certificate shall be modified as follows:
(i) immediately under the name of the Certificate(s) the headings "Interest
Rate. . . . ." and "Stated Maturity. . . . ." shall both be completed "as
shown below";
(ii) the first two paragraphs shall read as follows:
Registered Owner:
................................................. .
Principal Amount:
................................................. .
The City of Schertz, Texas, a body corporate and municipal corporation in the
Counties of Guadalupe, Comal, and Bexar, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof, the Principal Amount
0034926
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specified above stated on the first day of September in each of the years and in
principal amounts and bearing interest at per annum rates in accordance with the
following schedule:
YEARS OF
STATED MATURITY
PRINCIPAL
AMOUNTS ($)
INTEREST
RATES (%)
(Information to be inserted from
schedule in Section 2 hereof).
(or such much thereof as shall not have been paid upon prior redemption) and to pay
interest on the unpaid Principal Amounts hereof from the Certificate Date specified
above, or from the most recent interest payment date to which interest has been paid
or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum
rates of interest specified above computed on the basis of a 360-day year of twelve
30-day months; such interest being payable on March 1 and September 1 of each year,
commencing September 1, 1993.
Principal of this Certificate shall be payable to the Registered Owner hereof (the
Holder), upon its presentation and surrender, at the principal corporate trust office of
New First City, Texas--Austin, N.A., Austin, Texas (the Paying Agent/Registrar).
Interest shall be payable to the Holder of this Certificate whose name appears on the
Security Register maintained by the Paying AgentlRegistrar 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 interest on this Certificate 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. Interest shall be paid by the
Paying AgentlRegistrar by check sent on or prior to the appropriate date of payment
by United States Mail, first-class postage prepaid, to the Holder hereof at the address
appearing in the Security Register or by such other method, acceptable to the Paying
AgentlRegistrar, requested by, and at the risk and expense of, the Holder hereof.
G. Insurance Lel!end. If bond insurance is obtained by the City or the
Purchaser for the Certificates, the Definitive Certificates and the Initial Certificate(s)
shall bear an appropriate legend as provided by the insurer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below),
except as otherwise expressly provided or unless the context otherwise requires: (i) the
terms defined in this Section have the meanings assigned to them in this Section, and
certain terms used in Section 27 of this Ordinance have the meanings assigned to them
in Section 27 of this Ordinance, and all such terms, include the plural as well as the
singular; (ii) all references in this Ordinance to designated "Sections" and other
subdivisions are to the designated Sections and other subdivisions of this Ordinance as
originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other
0034926
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words of similar import refer to this Ordinance as a whole and not to any particular
Section or other subdivision.
(a) The term Additional Junior Lien Obligations shall mean (i) any bonds,
notes, warrants, certificates of obligation or any similar obligations
hereafter issued by the City that are payable wholly or in part from and
equally and ratably secured by a junior lien on and pledge of the Net
Revenues of the System, all as further provided in Section 20 of this
Ordinance, and (ii) any obligations issued to refund the foregoing that are
payable from and secured by a junior lien on and pledge of the Net
Revenues of the System as determined by the City Council in accordance
with any applicable law.
(b) The term Additional Limited Pledge Obligations shall mean (i) any bonds,
notes, warrants, certificates of obligation or other obligations hereafter
issued by the City payable wholly or in part from a pledge of and lien on
Net Revenues of the System which pledge of revenues is made subject to
the limitations imposed by Texas Revised Civil Statutes Annotated Article
1112, as amended, all as further provided in Section 20 of this Ordinance,
and (ii) any obligations issued to refund the foregoing as determined by
the City Council in accordance with any applicable law.
(c) The term Additional Prior Lien Obligations shall mean (i) any bonds,
notes, warrants, certificates of obligation or any similar obligations
hereafter issued by the City that are payable wholly or in part from and
equally and ratably secured by a prior and first lien on and pledge of the
Net Revenues of the System, all as further provided in Section 20 of this
Ordinance, and (ii) any obligations issued to refund the foregoing that are
payable from and secured by a prior and first lien on and pledge of the
Net Revenues of the System as determined by the City Council in
accordance with any applicable law.
(d) The term Certificates shall mean the $200,000 "CITY OF SCHERTZ,
TEXAS COMBINATION TAX AND JUNIOR LIEN REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1992" authorized by this
Ordinance.
(e) The term Certificate Fund shall mean the special Fund created and
established by the provisions of Section 10 of this Ordinance.
(f) The term City shall mean the City of Schertz, located in the Counties of
Guadalupe, Comal, and Bexar, Texas and, where appropriate, the City
Council of the City.
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(g) The term Closing Date shall mean the date of physical delivery of the
Initial Certificates in exchange for the payment of the agreed purchase
price for the Certificates.
(h) The term Collection Date shall mean, when reference is being made to the
levy and collection of annual ad valorem taxes, the date the annual ad
valorem taxes levied each year by the City become delinquent.
(i) The term Debt Service Requirement shall mean, as of any particular date
of computation, with respect to any obligations and with respect to any
period, the aggregate of the amounts to be paid or set aside by the City
as of such date or in such period for the payment of the principal of,
premium, if any, and interest (to the extent not capitalized) on such
obligations; assuming, in the case of obligations without a fIxed numerical
rate, that such obligations bear interest at the maximum rate permitted
by the terms thereof and further assuming in the case of obligations
required to be redeemed or prepaid as to principal prior to Stated
Maturity, the principal amounts thereof will be redeemed prior to Stated
Maturity in accordance with the mandatory redemption provisions
applicable thereto.
G) The term Depository shall mean an official depository bank of the City.
(k) The term Fiscal Year shall mean the annual financial accounting period
for the System now ending on September 30th of each year; provided,
however, the City Council may change such annual financial accounting
period to end on another date if such change is found and determined to
be necessary for accounting purposes or is required by applicable law.
CD The term Government Securities, as used herein, shall mean direct
obligations of, including obligations the principal of and interest on which
are unconditionally guaranteed by, the United States of America, which
are non-callable prior to the respective Stated Maturities of the
Certificates and may be United States Treasury Obligations such as the
State and Local Government Series and may be in book-entry form.
(m) The term Gross Revenues for any period shall mean all revenue during
such period in respect or on account of the operation or ownership of the
System, excluding refundable meter deposits, restricted gifts, and grants
in aid of construction, but including earnings and income derived from the
investment or deposit of money in any special fund or account created and
established for the payment or security of the Certificates.
(n) The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Certificate.
0034926
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(0) The term Interest Payment Date shall mean the date semiannual interest
is payable on the Certificates, being March 1 and September 1 of each
year, commencing September 1, 1993, while any of the Certificates remain
Outstanding.
(p) The term Junior Lien Obligations shall mean (i) the outstanding and
unpaid obligations of the City that are payable, in whole or in part, from
and equally and ratably secured by a junior lien on and pledge of the Net
Revenues of the System and designated as follows:
"City of Schertz, Texas Combination Tax and Junior Lien Revenue
Certificates of Obligation, Series 1981", dated February 1, 1981,
originally issued in the aggregate principal amount of $150,000;
"City of Schertz, Texas Combination Tax and Junior Lien
Waterworks and Sewer System Revenue Certificates of Obligation,
Series 1983", dated May 1, 1983, originally issued in the aggregate
principal amount of $1,250,000; and
(ii) obligations hereafter issued to refund any of the foregoing that are
payable from and secured by a junior lien on and pledge of the Net
Revenues of the System as determined by the City Council in accordance
with any applicable law.
(q) The term Limited Pledge Obligations shall mean (i) the currently
outstanding and unpaid certificates of obligation payable from ad valorem
taxes and additionally payable from and secured by a lien on and pledge
of a limited amount of the Net Revenues of the System and designated as
"City of Schertz, Texas Combination Tax and Limited Pledge Revenue
Certificates of Obligation, Series 1990, dated February 1, 1990, originally
issued in the aggregate principal amount of $850,000; and (ii) obligations
hereafter issued to refund the foregoing as determined by the City Council
in accordance with any applicable law.
(r) The term Maintenance and Operating Expenses shall mean all current
expenses of operating and maintaining the System not paid from the
proceeds of the Certificates, including (1) the cost of all salaries, labor,
materials, repairs, and extensions necessary to render efficient service, but
only if, in the case of repairs and extensions, they are, in the judgment of
the City Council (reasonably and fairly exercised), necessary to maintain
operation of the System and render adequate service to the City and the
inhabitants thereof, or are necessary to meet some physical accident or
condition which would otherwise impair obligations payable from Net
Revenues, (2) payments to pension, retirement, health, hospitalization,
and other employee benefit funds for employees of the City engaged in the
0034926
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operation or maintenance of the System, (3) payments under contracts for
the purchase of water supply, treatment of sewage, or other materials,
goods, or services for the System to the extent authorized by law and the
provisions of such contract, (4) payments to auditors, attorneys, and other
consultants incurred in complying with the obligations of the City
hereunder, and (5) any legal liability of the City arising out of the
operation, maintenance, or condition of the System, but excluding any
allowance for depreciation, property retirement, depletion, obsolescence,
and other items not requiring an outlay of cash and any interest on the
Certificates or other bonds, notes, warrants, or similar obligations of the
City payable from Net Revenues.
(s) The term Net Revenues for any period shall mean the Gross Revenues of
the System less the Maintenance and Operating Expenses of the System.
(t) The term Ordinance shall mean this ordinance as finally passed and
adopted by the City Council of the City.
(u) The term Outstanding when used in this Ordinance with respect to
Certificates shall mean, as of the date of determination, all Certificates
issued and delivered under this Ordinance, except:
(1) those Certificates canceled by the Paying AgentlRegistrar or delivered
to the Paying AgentlRegistrar for cancellation;
(2) those Certificates for which payment has been duly provided by the
City in accordance with the provisions of Section 29 of this Ordinance;
and
(3) those Certificates that have been mutilated, destroyed, lost, or stolen
and replacement Certificates have been registered and delivered in lieu
thereof as provided in Section 25 of this Ordinance.
(v) The term Prior Lien Obligations shall mean (i) the outstanding and
unpaid obligations of the City that are payable, in whole or in part, from
and equally and ratably secured by a prior and first lien on and pledge of
the Net Revenues of the System and designated as follows:
(1) "City of Schertz, Texas Utility System Revenue Bonds, Series
1968", dated March 1, 1968, in the original principal amount of $579,000;
and
(2) "City of Schertz, Texas Utility System Revenue Bonds, Series
1973", dated April 1, 1973, in the original principal amount of $165,000;
and
0034926
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(3) "City of Schertz, Texas Utility System Revenue Bonds, Series
1975", dated March 1, 1975, in the original principal amount of $325,000;
and
(4) "City of Schertz, Texas Utility System Revenue Bonds, Series
1981", dated February 1, 1981, in the original principal amount of
$475,000; and
(5) "City of Schertz, Texas Utility System Revenue Bonds, Series
1987", dated March 1, 1987, in the original principal amount of
$1,020,000; and
(ii) obligations hereafter issued to refund any of the foregoing that are
payable from and secured by a prior and first lien on and pledge of the
Net Revenues of the System as determined by the City Council in
accordance with any applicable law.
(w) The term Purchaser shall mean the initial purchaser or purchasers of the
Certificates named in Section 26 of this Ordinance.
(x) The term Stated Maturity shall mean the annual principal payments of
the Certificates payable on September 1 of each year the Certificates are
Outstanding as set forth in Section 2 of this Ordinance.
(y) The term Subordinate Lien Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligations, or any similar obligations hereafter
issued by the City that are payable, in whole or in part, from and equally
and ratably secured by a subordinate lien on and pledge of the Net
Revenues of the System, such pledge being subordinate and inferior to the
lien on and pledge of the Net Revenues of the System that are or will be
pledged to the payment of the currently outstanding Prior Lien
Obligations and Junior Lien Obligations and any Additional Prior Lien
Obligations or Additional Junior Lien Obligations hereafter issued by the
City, but prior and superior to the lien on and pledge of the limited
amount of Net Revenues of the System that are or will be pledged to the
payment of the Limited Pledge Obligations, and any Additional Limited
Pledge Obligations hereafter issued by the City, and (ii) obligations
hereafter issued to refund the foregoing that are payable from and secured
by a subordinate lien on and pledge of the Net Revenues of the System as
determined by the City Council in accordance with any applicable law.
(z) The term System shall mean all properties, facilities, and plants currently
owned, operated, and maintained by the City for the supply, treatment,
transmission, and distribution of treated potable water and the collection,
treatment, and disposal of waterborne wastes together with all future
0034926
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extensions, improvements, and additions thereto and replacements
thereof, excluding from the foregoing, however, to the extent now or
hereafter authorized or permitted by law, facilities of any kind which are
declared by the City Council, prior to the acquisition or construction
thereof by the City, not to be a part of the System and which are not
acquired or constructed by or on behalf of the City with Gross Revenues
of the System or any part thereof or with proceeds from the issuance of
obligations of the City which are payable from Gross Revenues of the
System or any part thereof.
SECTION 10: Certificate Fund: Investments. For the purpose of paying the
interest on and to provide a sinking fund for the payment, redemption, and retirement
of the Certificates, there shall be and is hereby created a special Fund to be designated
"COMBINATION TAX AND JUNIOR LIEN REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1992, INTEREST AND SINKING FUND" (the Certificate
Fund), which Fund shall be kept and maintained at the Depository, and money
deposited in such Fund shall be used for no other purpose and shall be maintained as
provided in Section 27. Authorized officials of the City are hereby authorized and
directed to make withdrawals from said Fund sufficient to pay the principal of and
interest on the Certificates as the same become due and payable and shall cause to be
transferred to the Paying AgentlRegistrar from money on deposit in the Certificate
Fund an amount sufficient to pay the amount of principal and/or interest falling due
on the Certificates, such transfer of funds to the Paying AgentlRegistrar to be made in
such manner as will cause immediately available funds to be deposited with the Paying
AgentlRegistrar on or before the last business day next preceding each interest and
principal payment date for the Certificates.
Pending the transfer of funds to the Paying AgentlRegistrar, money in any fund
established by this Ordinance may, at the option of the City, be placed in time deposits
or certificates of deposit, as permitted by the provisions of the Public Funds Investment
Act of 1987, as amended, Texas Revised Civil Statutes Annotated Article 842a-2,
secured (to the extent not insured by the Federal Deposit Insurance Corporation) by
obligations of the type hereinafter described, or be invested, as authorized by any law,
including investments held in book-entry form, in securities, including, but not limited
to, direct obligations of the United States of America, obligations guaranteed or insured
by the United States of America, which, in the opinion of the Attorney General of the
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 Federal Land Banks, Federal Intermediate Credit Banks,
Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage
Association, Farmers Home Administration, Federal Home Loan Mortgage Association,
or Federal Housing Association; provided that all such deposits and investments shall
be made in such a manner that the money required to be expended from such Fund will
be available at the proper time or times. All interest and income derived from deposits
0034926
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and investments in any Fund established pursuant to the provisions of this Ordinance
shall be credited to, and any losses debited to, such Fund. All such investments shall
be sold promptly when necessary to prevent any default in connection with the
Certificates.
SECTION 11: Tax Levv. To provide for the payment of the Debt Service
Requirements on the Certificates being (i) the interest on the Certificates and (ii) a
sinking fund for their redemption at Stated Maturity or a sinking fund of 2%
(whichever amount shall be the greater), there shall be and there is hereby levied for
the current year and each succeeding year thereafter while the Certificates or any
interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars
valuation of taxable property in the City, adequate to pay such Debt Service
Requirements, full allowance being made for delinquencies and costs of collection; said
tax shall be assessed and collected each year and applied to the payment of the Debt
Service Requirements, and the same shall not be diverted to any other purpose. The
taxes so levied and collected shall be paid into the Certificate Fund. The City Council
hereby declares its purpose and intent to provide and levy a tax legally and fully
sufficient to pay the said Debt Service Requirements, it having been determined that
the existing and available taxing authority of the City for such purpose is adequate to
permit a legally sufficient tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of
and interest on the Certificates shall be determined and accomplished in the following
manner:
A. Prior to the date the City Council establishes the annual tax rate and
passes an ordinance levying ad valorem taxes each year, the City Council shall
determine:
(1) the amount of Debt Service Requirements to
become due and payable on the Certificates between the
Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next
succeeding calendar year;
(2) the amount on deposit in the Certificate Fund
after (a) deducting therefrom the total amount of Debt
Service Requirements to become due on Certificates prior to
the Collection Date for the ad valorem taxes to be levied and
(b) adding thereto the amount of the Net Revenues, if any,
to be appropriated and allocated during such year to pay
such Debt Service Requirements, if any, prior to the
Collection Date for the ad valorem taxes to be levied; and
0034926
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(3) the amount of Net Revenues, if any, to be
appropriated and to be set aside for the payment of the Debt
Service Requirements on the Certificates between the
Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next
succeeding Fiscal Year.
B. The amount of taxes to be levied annually each year to pay the Debt
Service Requirements on the Certificates shall be the amount established in paragraph
(1) above less the sum total of the amounts established in paragraphs (2) and (3), after
taking into consideration delinquencies and costs of collecting such annual taxes.
SECTION 12: PledlZe of Net Revenues. The City hereby covenants and
agrees that, subject to any prior lien on and pledge of the Net Revenues of the System
to the payment and security of the currently outstanding Prior Lien Obligations or
any Additional Prior Lien Obligations hereafter issued by the City, the Net Revenues
are hereby irrevocably pledged to the payment of the principal of and interest on the
currently outstanding Junior Lien Obligations, and the pledge of Net Revenues herein
made for the payment of the Certificates shall constitute a lien on the Net Revenues
in accordance with the terms and provisions hereof and be valid and binding without
any physical delivery thereof or further act by the City.
SECTION 13: Svstem Fund. The City hereby covenants and agrees that
all Gross Revenues derived from the operation of the System shall be kept separate
and apart from all other funds, accounts and money of the City and shall be deposited
as collected into the "CITY OF SCHERTZ, TEXAS WATERWORKS AND SEWER
SYSTEM FUND" (the System Fund). All money deposited in the System Fund shall
be pledged and appropriated to the extent required for the following purposes and in
the order of priority shown:
First: to the payment of the reasonable and proper Maintenance and
Operating Expenses of the System required by statute or ordinances
authorizing the issuance of any indebtedness of the City to be a first
charge on and claim against the Gross Revenues of the System;
Second: To the payment of the amounts that must be deposited in the
special funds and accounts created and established for the payment,
security, and benefit of the currently outstanding Prior Lien Obligations
or any Additional Prior Lien Obligations hereafter issued by the City;
Third: To the payment of the amounts that must be deposited in the
special funds and accounts created and established for the payment,
security, and benefit of the currently outstanding Junior Lien Obligations,
the Certificates, and any Additional Junior Lien Obligations hereafter
issued by the City;
0034926
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Fourth: To the payment of the amounts that may be deposited in the
special funds and accounts established for the payment, security, and
benefit of any Subordinate Lien Obligations hereafter issued by the City.
Fifth: To the payment of the amounts that may be deposited in the
special funds and accounts established for the payment, security, and
benefit of the currently outstanding Limited Pledge Obligations or any
Additional Limited Pledge Obligations hereafter issued by the City.
Any Net Revenues remaining in the System Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment,
security and benefit thereof, may be appropriated and used for any other City
purpose now or hereafter permitted by law.
SECTION 14: Deposits to Certificate Fund: Excess Certificate Proceeds.
The City hereby covenants and agrees to cause to be deposited in the Certificate Fund
prior to a principal and interest payment date for the Certificates, from the Net
Revenues in the System Fund, after the deduction of all payments required to be made
to the special funds or accounts created for the payment, security, and benefit of the
currently outstanding Prior Lien Obligations or any Additional Prior Lien Obligations
hereafter issued by the City, any amounts budgeted to be paid therefrom in such
Fiscal Year.
Accrued interest and premium, if any, received from the Purchaser of the
Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and
collected shall be deposited to the Certificate Fund. In addition, any surplus proceeds,
including investment income therefrom, from the sale of the Certificates not expended
for authorized purposes shall be deposited in the Certificate Fund, and such amounts
so deposited shall reduce the sums otherwise required to be deposited in said Fund
from ad valorem taxes.
SECTION 15: Securitv of Funds. All money on deposit in the Funds for
which this Ordinance makes provision (except any portion thereof as may be at any
time properly invested as provided herein) shall be secured in the manner and to the
fullest extent required by the laws of Texas for the security of public funds, and
money on deposit in such Funds shall be used only for the purposes permitted by this
Ordinance.
SECTION 16: Maintenance of Svstem - Insurance. The City covenants
and agrees that while the Certificates remain Outstanding it will maintain and operate
the System with all possible efficiency and maintain casualty and other insurance on
the properties of the System and its operations of a kind and in such amounts
customarily carried by municipal corporations in the State of Texas engaged in a
similar type of business and that it will faithfully and punctually perform all duties
with reference to the System required by the laws of the State of Texas. All money
0034926
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received from losses under such insurance policies, other than public liability policies,
are hereby pledged as security for the Certificates until and unless the proceeds are
paid out in making good the loss or damage in respect of which such proceeds are
received, either by replacing the property destroyed or repairing the property
damaged, and adequate provision for making good such loss or damage must be made
within ninety (90) days after the date of loss. The payment of premiums for all
insurance policies required under the provisions hereof shall be considered
Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed
as requiring the City to expend any funds which are derived from sources other than
the operation of the System but nothing herein shall be construed as preventing the
City from doing so.
SECTION 17: Rates and Charl!es. The City hereby covenants and agrees
with the Holders of the Certificates that rates and charges for water and sewer
services afforded by the System will be established and maintained to provide Gross
Revenues sufficient at all times:
A. to pay all operating, maintenance, depreciation, replacement,
betterment, and other costs incurred in the maintenance and operation of the System,
including, but not limited to, Maintenance and Operating Expenses;
B. to produce Net Revenues sufficient, together with any other lawfully
available funds, to pay (i) the interest on and principal of the currently outstanding
Prior Lien Obligations or any Additional Prior Lien Obligations hereafter issued by
the City as the same becomes due and payable and the amounts required to be
deposited in any special Fund created and established for the payment, security, and
benefit thereof, (ii) the interest on and principal of the currently outstanding Junior
Lien Obligations, the Certificates, or any Additional Junior Lien Obligations hereafter
issued by the City as the same becomes due and payable and the amounts required to
be deposited in any special Fund created and established for the payment, security,
and benefit thereof; (iii) the interest on and principal of any Subordinate Lien
Obligations hereafter issued by the City as the same becomes due and payable and the
amounts required to be deposited in any special Fund created and established for the
payment, security, and benefit thereof; and (iv) the amounts that may be deposited in
the special Funds established for the payment of the currently outstanding Limited
Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by
the City; and
C. to pay other legally incurred indebtedness payable from the Net
Revenues of the System and/or secured by a lien on the System or the Net Revenues
thereof.
SECTION 18: Records and Accounts - Annual Audit. The City further
covenants and agrees that so long as any of the Certificates 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
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Article 1113, as amended, or other applicable law. The Holders of the Certificates or
any duly authorized agent or agents of the Holders shall have the right to inspect the
System and all properties comprising the same. The City further agrees that,
following the close of each Fiscal Year, it will cause an audit of such books and
accounts to be made by an independent firm of Certified Public Accountants. Copies
of each annual audit shall be furnished to the Executive Director of the Municipal
Advisory Council of Texas at his office in Austin, Texas, and, upon written request,
to the original purchaser of the Certificates and any subsequent holder thereof.
Expenses incurred in making the annual audit of the operations of the System are to
be regarded as Maintenance and Operating Expenses.
SECTION 19: Remedies in Event of Default. In addition to all the
rights and remedies provided by the laws of the State of Texas, the City covenants
and agrees particularly that in the event the City (a) defaults in the payments to be
made to the Certificate Fund, or (b) defaults in the observance or performance of any
other of the covenants, conditions, or obligations set forth in this Ordinance, the
Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued
by a court of proper jurisdiction compelling and requiring the governing body of the
City and other officers of the City to observe and perform any covenant, condition, or
obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a waiver of
any such default or acquiescence therein, and every such right and power may be
exercised from time to time and as often as may be deemed expedient. The specific
remedies herein provided shall be cumulative of all other existing remedies and the
specification of such remedies shall not be deemed to be exclusive.
SECTION 20: Issuance of Additional Prior Lien Oblil!"ations. Additional
Junior Lien Oblil!ations. Subordinate Lien Oblil!ations. and Additional Limited Pledl!"e
Oblil!ations. The City hereby expressly reserves the right to hereafter issue bonds,
notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in
part, as appropriate, from and secured by a pledge of and lien on the Net Revenues
of the System with the following priorities, without limitation as to principal amount,
but subject to any terms, conditions, or restrictions applicable thereto under existing
ordinances, laws, or otherwise:
A. Additional Prior Lien Obligations payable from and equally and
ratably secured by a first and prior lien on and pledge of the Net Revenues of the
System;
B. Additional Junior Lien Obligations payable from and equally and
ratably secured by a lien on and pledge of the Net Revenues on a parity with the lien
securing payment of the currently outstanding Junior Lien Obligations;
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C. Subordinate Lien Obligations payable from and equally and ratably
secured by a lien on and pledge of the Net Revenues that is subordinate and inferior
to the lien on and pledge thereof securing the payment of the currently outstanding
Prior Lien Obligations and Junior Lien Obligations or any Additional Prior Lien
Obligations or Additional Junior Lien Obligations hereinafter issued by the City, but
prior and superior to the lien on and pledge of the limited amount of the Net
Revenues securing, in part, the payment of the currently outstanding Limited Pledge
Obligations, and any Additional Limited Pledge Obligations hereafter issued by the
City; and
D. Additional Limited Pledge Obligations secured by a lien on and
pledge of a limited amount of the Net Revenues in the manner provided in the
ordinance authorizing the issuance of the Limited Pledge Obligations.
SECTION 21: Special Covenants. The City hereby further covenants
that:
A. it has the lawful power to pledge the Net Revenues supporting the
Certificates and has lawfully exercised said powers under the laws of the State of
Texas, including power existing under Texas Revised Civil Statutes Annotated Articles
1111 through 1118, as amended, and the Certificate of Obligation Act of 1971, as
amended, Local Government Code, Section 271.041 through Section 271.063;
B. other than for the payment of the currently outstanding Prior Lien
Obligations, Junior Lien Obligations, Limited Pledge Obligations, and the Certificates,
the Net Revenues of the System have not in any manner been pledged to the payment
of any debt or obligation of the City or of the System;
C. as long as any Certificates or any interest thereon remain
Outstanding, the City will not sell, lease or encumber (except in the manner provided
in Section 20 of this Ordinance) the System or any substantial part thereof, 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; and
D. to the extent that it legally may, the City further covenants and
agrees that, so long as any of the Certificates, or any interest thereon, are
Outstanding, no franchise shall be granted for the installation or operation of any
competing waterworks and sewer systems other than those owned by the City, and the
operation of any such systems by anyone other than the City is hereby prohibited.
SECTION 22: Application of the Covenants and Acreements ofthe Prior
Lien Oblil!ations. It is the intention of the City Council and accordingly hereby
recognized and stipulated that the provisions, agreements, and covenants contained
herein bearing upon the management and operations of the System, and the
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administering and application of Gross Revenues derived from the operation thereof,
shall to the extent possible be harmonized with like provisions, agreements, and
covenants contained in the ordinances authorizing the issuance of the currently
outstanding Prior Lien Obligations, and to the extent of any irreconcilable conflict
between the provisions contained herein and in the ordinances authorizing the
issuance of the currently outstanding Prior Lien Obligations, the provisions,
agreements and covenants contained therein shall prevail to the extent of such conflict
and be applicable to this Ordinance, especially the priority of rights and benefits
conferred thereby to the Holders of the currently outstanding Prior Lien Obligations.
It is expressly recognized that prior to the issuance of any Additional Prior Lien
Obligations the City must comply with each of the conditions precedent contained in
the ordinances authorizing the issuance of the currently outstanding Prior Lien
Obligations.
SECTION 23: Notices to Holders: Waiver. Wherever this Ordinance
provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and sent by United States
Mail, first-class postage prepaid, to the address of each Holder 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 all 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 AgentlRegistrar,
but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.
SECTION 24: Cancellation. All Certificates surrendered for payment,
transfer, exchange, or replacement, if surrendered to the Paying AgentlRegistrar, shall
be promptly canceled by it and, if surrendered to the City, shall be delivered to the
Paying AgentlRegistrar and, if not already canceled, shall be promptly canceled by the
Paying AgentlRegistrar. The City may at any time deliver to the Paying
AgentlRegistrar for cancellation any Certificates previously certified or registered and
delivered which the City may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar.
All canceled Certificates held by the Paying AgentlRegistrar shall be destroyed as
directed by the City.
SECTION 25: Mutilated. Destroved. Lost. and Stolen Certificates. If
(1) any mutilated Certificate is surrendered to the Paying AgentlRegistrar, or the City
and the Paying AgentlRegistrar receive evidence to their satisfaction of the
destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and
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the Paying AgentlRegistrar 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
AgentlRegistrar that such Certificate has been acquired by a bona fide purchaser, the
City shall execute and, upon its request, the Paying AgentlRegistrar shall register and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen
Certificate, a new Certificate of the same Stated Maturity and interest rate and of like
tenor and principal amount, bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost, or stolen Certificate has
become or is about to become due and payable, the City in its discretion may, instead
of issuing a new Certificate, pay such Certificate.
Upon the issuance of any new Certificate 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 (including attorney's fees and the fees and expenses of the Paying
AgentlRegistrar) connected therewith.
Every new Certificate issued pursuant to this Section in lieu of any
mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the
prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen
Certificate shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and ratably with all other Outstanding Certificates.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement and
payment of mutilated, destroyed, lost, or stolen Certificates.
SECTION 26: Sale of the Certificates: Use of Proceeds. The sale of the
Certificates to ,
(the Purchaser and having all the rights, benefits, and obligations of a Holder) at the
price of par, plus accrued interest to the date of initial delivery of the Certificates, less
a discount of $ , is hereby confirmed. Delivery of the Certificates shall be
made to the Purchaser as soon as practicable after the adoption of this Ordinance,
upon payment therefor in accordance with the terms of sale.
Proceeds from the sale of the Certificates shall be applied as follows:
(1) Accrued interest and premium, if any, received from the Purchaser
shall be deposited into the Certificate Fund.
(2) The balance of the proceeds derived from the sale of the Certificates
(after paying costs of issuance) shall be deposited into the special construction account
or accounts created for the projects to be constructed with the proceeds of the
Certificates. This special construction account shall be established and maintained at
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the Depository and shall be invested in accordance with the provisions of Section 10
of this Ordinance. Interest earned on the proceeds of the Certificates pending
completion of the projects financed with such proceeds shall be accounted for,
maintained, deposited, and expended as permitted by the provisions of Texas Revised
Civil Statutes Annotated Article 717k-9, as amended, or as required by any other
applicable law. Thereafter, such amounts shall be expended in accordance with
Section 14 of this Ordinance.
SECTION 27: Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have
the following meanings:
"Code" means the Internal Revenue Code of 1986, as amended by
all legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Regulation Section
1.148-8 (b)( 1).
"Gross Proceeds" when used with respect to the Certificates or any
other issue of obligations of the City, means original proceeds, amounts
received (including 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 fund,
securities or obligations pledged by the City as security for payment of
debt service on the Certificates or such other issue, and any other
amounts used to pay debt service on the Certificates or such other issue,
together with earnings from the investment of the foregoing.
"Investment Property" means
(1) a share of stock in a corporation or a right to subscribe for or
to receive such a share,
(2) any indebtedness, evidence thereof, or obligation, including
without limitation United States Treasury bonds, notes, and bills
(whether or not of State and Local Government Series) and bank deposits,
(whether or not certificated or interest bearing or made pursuant to a
depository contract),
(3) any annuity contract, or any other deferred payment contract
acquired to fund an obligation of the City, or
(4) any other property held for investment,
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but excluding Tax-Exempt Obligations.
"Issue Price" means the aggregate initial offering price of each
Stated Maturity of the Certificates to the public, at or below which a
substantial amount of each Stated Maturity of the Certificates were sold
to the public, including accrued interest and premium or discount, if any.
For purposes of this definition, the term "public" does not include (a) the
Purchaser, (b) members of the syndicate, if any, managed by the
Purchaser, or (c) any bondhouses, brokers, dealers, and similar persons
or organizations acting in the capacity of underwriters or wholesalers.
"Nonpurpose Investment" means any Investment Property in which
Gross Proceeds of the Certificates are invested and which is not acquired
to carry out the governmental purposes of the Certificates.
"Rebatable Arbitrage" has the meaning set forth in Regulation
Section 1.148-2.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103,141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954 which are applicable to the
Certificates. Any reference to any specific Regulation shall also mean any
proposed temporary or final Income Tax Regulation designed to
supplement or replace the specific Regulation referenced.
"Tax-Exempt Obligations" mean (i), except as otherwise defined in
the Regulations, obligations the interest on which is excludable from the
gross income of any owner thereof under section 103 of the Code and is
not an item of tax preference under section 57 of the Code, including any
beneficial interest in a trust, the assets of which consist exclusively of
such obligations, but excluding shares in any mutual fund which is
invested in such obligations, unless such fund is described in Regulation
Section 1.148-8(e)(3)(iii), and (ii) one-day certificates of indebtedness
issued by the United States Treasury pursuant to the Demand Deposit
State and Local Government Series Program.
"Yield" of
(1) any Investment Property has the meaning set forth in
Regulation Section 1.103-13(c) as supplemented by Regulation
Section 1.148-9, and
(2) the Certificates has the meaning set forth in Regulation
Sections 1.148-3 and 1.148-9.
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B. Not to Cause Interest to Become Taxable. The City shall not use,
permit the use of, or omit to use Gross Proceeds or any other amounts (or any
property the acquisition, construction, or improvement of which is to be financed
directly or indirectly with Gross Proceeds) in a manner which, if made or omitted,
respectively, would cause the interest on any Certificate to become includable in the
gross income, as defined in section 61 of the Code, of the owner thereof for federal
income tax purposes. Without limiting the generality of the foregoing, unless and
until the City shall have received a written opinion of counsel nationally recognized
in the field of municipal bond law to the effect that failure to comply with such
covenant will not adversely affect the exemption from federal income tax of the
interest on any Certificate, the City shall comply with each of the specific covenants
in this Section.
C. No Private Use or Private Pavrnents. 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 Certificates,
(1) exclusively own, operate, and possess all property the
acquisition, construction, or improvement of which is to be financed
directly or indirectly with Gross Proceeds and not use or permit the use
of Gross Proceeds or any property acquired, constructed, or improved with
Gross Proceeds in any activity carried on by any person or entity other
than a state or local government, unless such use is solely as a member
of the general public, or
(2) not directly or indirectly impose or accept any charge or other
payment for use of Gross Proceeds or any property the acquisition,
construction, or improvement of which is to be financed directly or
indirectly with Gross Proceeds, other than a charge or other payment
merely as a member of the general public or interest earned on
investments acquired with Gross Proceeds pending application for their
intended purposes, either or both.
D. No Private Loan. Except to the extent permitted by section 141 of
the Code and the regulations and rulings thereunder, the City shall not use Gross
Proceeds to make or finance loans to any person or entity other than a state or local
government. For purposes of the foregoing covenant, Gross Proceeds are considered
to be "loaned" to a person or entity if (1) property acquired, constructed, or improved
with Gross Proceeds is sold or leased to such person or entity in a transaction which
creates a debt for federal income tax purposes, (2) capacity in or service from such
property is committed to such person or entity under a take-or-pay, output, or similar
contract or arrangement, or (3) indirect benefits, or burdens and benefits of
ownership, of Gross Proceeds or any property acquired, constructed, or improved with
Gross Proceeds are otherwise transferred in a transaction which is the economic
equivalent of a loan.
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E. Not to Invest at Hil!her Yield. Except to the extent permitted by
section 148 of the Code and the regulations and rulings thereunder, the City shall not,
at any time prior to the final Stated Maturity of the Certificates, directly or indirectly
invest Gross Proceeds in any Investment Property (or use Gross Proceeds to replace
money so invested), if as a result of such investment the Yield from the Closing Date
of all Investment Property acquired with Gross Proceeds (or with money replaced
thereby) whether then held or previously disposed of, exceeds the Yield of the
Certificates.
F. Not Federallv Guaranteed. Except to the extent permitted by
section 149(b) ofthe Code and the regulations and rulings thereunder, the City shall
not take or omit to take any action which would cause the Certificates to be federally
guaranteed within the meaning of section 149(b) of the Code and the regulations and
rulings thereunder.
G. Information Report. The City shall timely file the information
required by section 149(e) of the Code with the Secretary of the Treasury on such
form and in such place as such Secretary may prescribe.
H. Rebate of Arbitral!e Profits. Except to the extent otherwise
provided in section 148(D 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 thereoD on its books of account
separately and apart from all other funds (and receipts, expenditures, and
investments thereoD and shall retain all records of such accounting for at
least six years after the day on which the last Outstanding Certificate is
discharged. The City may, however, to the extent permitted by law,
commingle Gross Proceeds of the Certificates 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 each Computation Date, the City shall
calculate or cause to be calculated by a nationally recognized accounting,
financial advisory firm, or financial institution, in accordance with rules
set forth in section 148(D of the Code and the regulations, Temporary
Regulations, and rulings thereunder, the Rebatable Arbitrage. The City
shall maintain such calculations with the official transcript of the
proceedings relating to the issuance of the Certificates until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the Certificates
by the Purchaser and the loan of the money represented thereby, and in
order to induce such purchase by measures designed to insure the
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excludability of the interest thereon from the gross income of the owners
thereof for federal income tax purposes, the City shall pay to the United
States out of the Certificate Fund or its general fund, as permitted by
applicable statute, regulation, or opinion of the Attorney General of the
State of Texas, the amount described in paragraph (2) above, at the times,
in the installments, to the place, in the manner, and accompanied by such
forms or other information as is or may be required by section 148(0 of
the Code and the regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no
errors are made in the calculations required by paragraph (2) and, if such
error is made, to discover and promptly to correct such error within a
reasonable amount of time thereafter, including payment to the United
States of any Correction Amount as described in Regulation Section
1.148-l(c)(2), including any penalty related thereto.
1. Not to Divert Arbitral!e Profits. Except to the extent permitted by
section 148 of the Code and the regulations and rulings thereunder, the City shall not,
at any time prior to the earlier of the Stated Maturity or final payment of the
Certificates enter into any transaction that reduces the amount required to be paid
to the United States pursuant to Subsection H. of this Section because such
transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Certificates not been
relevant to either party.
J. No Rebate Reauired. The City need not comply with the covenants
and duties imposed by the provisions of Subsection H. of this Section if
(1) the City is a governmental unit with general taxing powers;
(2) 95% of the Net Proceeds of the Certificates and all income
from the investment thereof will be used for the governmental activities
of the City;
(3) the aggregate face amount of all debt obligations issued or
expected to be issued by the City or any subordinate entity in the calendar
year in which the Certificates are issued (including the Certificates but
excluding obligations to be redeemed with proceeds of the Certificates
within 90 days after the date on which the Certificates are to be issued)
is not reasonably expected to exceed $5,000,000; and
(4) the City otherwise satisfies the requirements of paragraph
(4)(c) of section 148(f) of the Code and the regulations and rulings
thereunder.
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K. Elections. The City hereby directs and authorizes the Mayor,
Mayor Pro Tem, City Secretary, City Manager, City Attorney, or Director of Finance,
either or any combination of the foregoing, to make such elections in the Certificate
as to Tax Exemption or similar or other appropriate certificate, form, or document
permitted or required pursuant to the provisions of the Code or the Regulations, as
they deem necessary or appropriate in connection with the Certificates. Such elections
shall deemed to be made on the Closing Date.
L. Qualified Tax-Exempt Oblie:ations. The City hereby designates the
Certificates as qualified tax-exempt obligations for purposes of section 265(b) of the
Code.
SECTION 28: Control and Custodv of Certificates. The Mayor of the
City shall be and is hereby authorized to take and have charge of all necessary orders
and records pending investigation by the Attorney General of the State of Texas and
shall take and have charge and control of the Certificates pending their approval by
the Attorney General, the registration thereof by the Comptroller of Public Accounts
and the delivery of the Certificates to the Purchaser.
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager,
City Attorney, or Director of Finance, 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 Certificates, 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 AgentlRegistrar, make
the necessary arrangements for the delivery of the Initial Certificate to the Purchaser
and the initial exchange thereof for definitive Certificates.
SECTION 29: Satisfaction of Oblil!ation of Citv. If the City shall pay
or cause to be paid, or there shall otherwise be paid to the Holders, the principal of,
premium, if any, and interest on the Certificates, at the times and in the manner
stipulated in this Ordinance, then the pledge of taxes levied and the lien on and
pledge of the Net Revenues under this Ordinance and all covenants, agreements, and
other obligations of the City to the Holders shall thereupon cease, terminate, and be
discharged and satisfied.
Certificates, or any principal amount(s) thereof, shall be deemed to have
been paid within the meaning and with the effect expressed above in this Section
when (i) money sufficient to pay in full such Certificates or the principal amount(s)
thereof at Stated Maturity, together with all interest due thereon, shall have been
irrevocably deposited with and held in trust by the Paying AgentlRegistrar, or an
authorized escrow agent, or (ii) Government Securities shall have been irrevocably
deposited in trust with the Paying AgentlRegistrar, or an authorized escrow agent,
which Government Securities have been certified by an independent accounting firm
to mature as to principal and interest in such amounts and at such times as will
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insure the availability, without reinvestment, of sufficient money, together with any
money deposited therewith, if any, to pay when due the principal of and interest on
such Certificates, or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof. The City covenants that no deposit of money or Government
Securities will be made under this Section and no use made of any such deposit which
would cause the Certificates to be treated as arbitrage bonds within the meaning of
section 148 of the Code (as defined in Section 27 hereof).
Any money so deposited with the Paying AgentlRegistrar, and all income
from Government Securities held in trust by the Paying AgentlRegistrar, or an
authorized escrow agent, pursuant to this Section which is not required for the
payment of the Certificates, or any principal amount(s) thereof, or interest thereon
with respect to which such money has been so deposited shall be remitted to the City
or deposited as directed by the City. Furthermore, any money held by the Paying
AgentlRegistrar for the payment of the principal of and interest on the Certificates
and remaining unclaimed for a period of three (3) years after the Stated Maturity of
the Certificates such money was deposited and is held in trust to pay shall upon the
request of the City be remitted to the City against a written receipt therefor, subject
to the unclaimed property laws of the State of Texas.
SECTION 30: Printed Opinion. The Purchaser's obligation to accept
delivery of the Certificates is subject to its being furnished a final opinion of
Fulbright & Jaworski, Attorneys at Law, approving certain legal matters as to the
Certificates, said opinion to be dated and delivered as of the date of initial delivery
and payment for such Certificates. Printing of a true and correct copy of said opinion
on the reverse side of each of said Certificates, with appropriate certificate pertaining
thereto executed by facsimile signature of the City Secretary of the City is hereby
approved and authorized.
SECTION 31: CUSIP Numbers. CUSIP numbers may be printed or
typed on the definitive Certificates. It is expressly provided, however, that the
presence or absence of CUSIP numbers on the definitive Certificates shall be of no
significance or effect as regards the legality thereof, and neither the City nor bond
counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on
the definitive Certificates.
SECTION 32: Effect of Headinl!S. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 33: Ordinance a Contract: Amendments - Outstandinl!
Certificates. The City acknowledges that the covenants and obligations of the City
herein contained are a material inducement to the purchase of the Certificates. This
Ordinance shall constitute a contract with the Holders from time to time, binding on
the City and its successors and assigns, and it shall not be amended or repealed by the
City so long as any Certificate remains Outstanding except as permitted in this
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Section. The City may, without the consent of or notice to any Holders, from time to
time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or
formal defect or omission herein. In addition, the City may, with the written consent
of Holders holding a majority in aggregate principal amount of the Certificates then
Outstanding affected thereby, amend, add to, or rescind any of the provisions of this
Ordinance; provided that, without the consent of all Holders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of and interest on the Certificates, reduce the
principal amount thereof or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of or interest on the Certificates, (2) give any
preference to any Certificate over any other Certificate, or (3) reduce the aggregate
principal amount of Certificates required for consent to any such amendment,
addition, or rescission.
SECTION 34: Benefits of Ordinance. Nothing in this Ordinance,
expressed or implied, is intended or shall be construed to confer upon any person
other than the City, bond counsel, and the Holders, any right, remedy, or claim, legal
or equitable, under or by reason of this Ordinance or any provision hereof, this
Ordinance and all its provisions being intended to be and being for the sole and
exclusive benefit of the City, bond counsel, and the Holders.
SECTION 35: 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 36: Governinl! Law. This Ordinance shall be construed and
enforced in accordance with the laws of the State of Texas and the United States of
America.
SECTION 37: Severabilitv. 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 the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 38: Construction of Terms. If appropriate in the context of
this Ordinance, words of the singular number shall be considered to include the plural,
words of the plural number shall be considered to include the singular, and words of
the masculine, feminine or neuter gender shall be considered to include the other
genders.
SECTION 39: Incorporation of Preamble Recitals. The recitals contained
in the preamble hereof are hereby found to be true, and such recitals are hereby made
0034926
-37-
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.
SECTION 40: Authorization of Pavinl! Al!ent/Registrar Acreement. 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 AgentlRegistrar Agreement concerning
the payment, exchange, and transferability of the Certificates. A copy of the Paying
AgentlRegistrar Agreement is attached hereto, in substantially final form, as Exhibit
A and is incorporated by reference to the provisions of this Ordinance.
SECTION 41: Official Statement. The City Council ratifies and confirms
its prior approval of the form and content of the Official Statement prepared in the
initial offering and sale ofthe Certificates 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 Certificates 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 Certificates.
SECTION 42: Public Meetinl!. 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 43: Emerl!ency. By reason of the urgent necessity to issue
the Certificates 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.
[The remainder of this page intentionally left blank.]
0034926
-38-
PASSED AND ADOPTED on the 17th day of November, 1992.
CITY OF SCHERTZ, TEXAS
ATTEST:
Mayor
City Secretary
(CITY SEAL)
EXHIBIT A - Form of Paying AgentlRegistrar Agreement
0034926
-39-
EXHIBIT A
PAYING AGENTIREGISTRAR AGREEMENT
SEE TAB NO.
0034926
-40-
I
LD Newspaper Group
122 East Byrd. P.O. 2789. Universal City. Texas 78148. (512)658-7424
NOTICE OF INTENTION TO ISSUE
-
CITY OF SCHERTZ, TEXAS
CERTIFICATES OF OBLIGATION
TARE NOTICE that the City Council (the Cowu:iJ) of the City of Schertz. Texas (the
City),lhIJI convene at 1:00o'clock P.M. on the 17th day of November, 1992. at its regu.
larmeeting place in the City Hall of the City, and, during IUch meeting, the Council will
conIider the pa...ge of an ordinance authorizing the issuance of ccnificales of obliga-
tion in lIumount DOl to exceed $200,000 for the purpose of paying contractual obliga-
tions oltheCitytobcincurred formalcing penn_nent public improvements and fmother
public pllrpoleJ, iDc1udinl (1) constroction of public works: building, improving, ex-
teIldina. c:nlaraina. OI'rcpairing the City', oombincd waterworks and sanitary sewer sys-
tem, and (2) payment for profc.sionalscl"Yices, The certificates of obligation will be
pllyable from I.he levy of an amual ad valorem tax, withing the limitations prescribed by
law, upon all taxable property within the City, and from a lien on a pledge of certain of
the net revenues derived from the operation of the City's combined waterworks and sa-
nitary sewer sy.ran. The certificates of obligation are to be issued, and this notice is gi-
ven., undcr and punUlUlt tothc provisions of the Certificate of Obligation Ad:.of 1971, as
amended, Local Government Code Section 271.041 through Section 271.063, Tcxas
Revised Civil Statutes Annotated Anicles 1111 throogh 1118,as amended, Texas Re-
vised Gvil Statutes Annotated Anicle 1175, as amended, and the City's Home Rule
Charter.
City. Secretary,
City of Schertz, Texas
.
NOTICE OF INTENTION TO ISSUE
ern' OF SCHERTZ, TEXAS
CERTIFICATES OF OBLICATION
TAKE NOTICE Iballbe City Council (lbe COlUlCil) of Ibe City of Schertz. TellO' (!he
CUy),lhallconveneat 7:000'c1ockP.M. on the 17th day of November, 1992, at its regu.
lar meeting place in die Ql)' Hall m the Cil)', and, during such meeting, thc Council will
consider the passage of an ordinance authorizing the issuance of certificates of obliga-
tion in Ml amount not to ex~ $~OOO for the pHpOSC of paying contractual obliga.
tiOlll of die City to be incurred formakina pennanent public improvements and for other
public purposes, including (1) CQIlSlrUWon of public works; building, improving, ex.
tending, enlarging, orrepairing the City's combined waterWorks and sanitary sewer sys.
tern, and (2) payment for professional services. The certificates of obligation will be
payable from the levy of an annual ad valorem tax, withing the limitations prescribed by
law, upon all taxable property within the City, and from a lien on a pledge of certain of
the net revenues derived from the opention of the City's combined waterworks and sa.
nitary iewer system. The certificates of obligation are to be issued, and this notice is gi.
Yen, under and punUanl to the provisions of the Certificate of Obligation Act of 1971, as
amended, Local Government Code Section 271.041 throulh Section 271.063, Texas
Revised Civil Stal.utes Annotated Articles 1111 through IllS, as amended, Texas Re.
'IIiIe4 pvil Statutes Annotated Anicle 1175, as amended, and the City's Home Rule
Chaner.<'~
City Secretary,
City of Schertt, Texas
PUBLISHER'S AFFIDAVIT
(COUNTY OF BEXAR)
(STATE OF TEXAS)
I, Robert L. Jones, II, Publisher
of the HERALD NEWSPAPER GROUP, do
solemnly swear that the notice, a
printed copy of which is attached,
was published once a week for
two consecutive weeks in the
Herald published at Universal
city, Bexar County, Texas, on the
following dates to wit:
October 28, 1992 and November 4, 1992
~ 2:=-
/~~_f--___{
LD NEWSPAPER
2r
Subscribed and sworn to before me,
this
4th
day of
November
1992
.
~~~~^
NOTARY PUBLIC SIGNATURE
David R. Martin
Notary Public Printed/Typed Name
My Commission Expires: 05-31-94
PUBUC NonCE
NOTfCE 01' ItITEImON
Td ISSUE
CITY OF SCHERlZ, TEXAS
CERTIFICATES OF
NIl 1ftA,11ON
TAKE NOTICE _ the City
CouncI (the Council) 01 the City
of Schertz. Texas (the City).
shall convene at 7:00 o'clock
P.M. on the f 7th day of
November, 1992, allIs regular
meeting plece In the CIty Hell 01
, the City, and, during such
meeting, the Council will
cons Ide, the passage of an
, ordh.,nce, jauthorl"'rIQ, I"e
'Issu,pce l!f,certl~s 0'
oblIgatallir lilt amount not to
exceed $200,000 for the
purpose 01 paying contractual
obligations of the City to be
Incurred for making permanent
public Improvements and for
other pubic purpolI8S, including
(I) ~ 01 public wofks:
butIding. ImpnMng. -ndlng,
enlarging, or ~ thlICI\y's
combined waterworks snd
sanItsry _ system. and (2)
payment for professional
services. The certlflcetes of
obligation win be payable from
the levy of an annuel ad
valorem tax, within the
IImltallons prescribed by law,
u~ aD tsxabIe property within
the City, and from a lien an and
pledge of certain of the net
revenues derived from the
operatlon of the Clly's combined
waterworks and sanItsry _
system. The certificates of
ob/IgaIIon are to be _, and
this notice Is given, under and
pursuant to the JIIOIIIsIons 01 the
CerIIlIc8Ia 01 0blIget1on /ld.af'
1971, as 'am'ended,' Local
Government Code Section
271.04 t through Section
271.083, Texas Revised Civil
Statutes Annotated Articles
1111 through l1t8. as
amended, Texas Revised Civil
Statutes Annotated Arllcle
1175, as amended. and the
Clly's Home Rule Char1llr.
CIty Secrnry
City 01 Schertz, Texas
to/29. tl/5
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AFFIDAVIT OF PUBLICATION
THE STATE OF TEXAS
~
~
~
~
~
~
COUNTIES OF GUADALUPE,
BEXAR, AND COMAL
CITY OF SCHERTZ
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Texas, on this day personally appeared William A. Johnson ,
who, after being by me duly sworn, upon oath says that he/she is the publisher/editor
of the Commercial Recorder, a newspaper of general circulation in the City of Schertz,
Texas, which newspaper satisfies each of the requirements of Texas Revised Civil
Statutes Annotated Article 28a, as amended, so as to constitute an official puolication
in which legal notices may be published as set forth in Texas Revised Civil Statutes
Annotated Article 29a, as amended, and that there was published in said newspaper a
true and correct copy of the attached NOTICE OF INTENTION to issue certificates
of obligation on the following dates:
October 29, 1992
November 5, 1992
J1:~
Publisher/E itor
SUBSCRIBED AND SWORN TO before me, the undersigned authority, on
the 5th day of November, 1992, to verify which witness my hand and seal of office.
-<_____ ~/~J j; /- If
, (/-1 / l ' Ii \
. ". IIIfNE S. PALENCIA \," ! ~.. , \" J/ I /
. .:.~. NolartPtJliIC,SlallIdT_ II )~~ \.. / I "'--/ ;;i~l'L('-4"--
~(." Myeo."l_~ Notary Public in and for
,.- iljri2ll, 18fl3
. <?~<"'28?.?.?..?2..,._"".......~.;>;=: the State of Texas
(NOTARY SEAL)
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