HomeMy Public PortalAboutOrdinance No. 809-96 12-10-1996
. ORDINANCE N0. 809-96
• ORDINANCE AUTHORIZING THE ISSUANCE OF
COr~A~`T'TTAT, nRT,I("tATIONS
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF RICHLAND HILLS -
WHEREAS, the Public Property Finance Act, Sec. 271.001,
et seq., Local Government Code (the "Act") authorizes said City
(the "Issuer") to execute, perform, and make payments under
contracts with any person for the use, acquisition or purchase of
personal property as described in said Act; and
WHEREAS, the Act permits the governing body of the
Issuer to execute contracts in any form deemed appropriate by
said governing body in connection with the use, acquisition or
purchase of personal property; and
WHEREAS, the governing body of the Issuer desires to
acquire or purchase personal property as described in Exhibit A
attached hereto, or such other personal property, appliances,
equipment, facilities, furnishings or interests therein, whether
movable or fixed, deemed by the governing body of the Issuer to
be necessary, useful and/or appropriate for the purposes of the
Issuer (the "Property"); and
WHEREAS, the governing body of the Issuer deems it
appropriate to adopt this Ordinance and issue the "Contractual
Obligations" herein authorized as permitted by the Act.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF RICHLAND HILLS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF CONTRACTUAL
OBLIGATIONS. That the recitals set forth in the preamble hereof
are incorporated herein and shall have the same force and effect
as if set forth in this Section. The Issuer's Public Property
Finance Contractual Obligations (hereinafter sometimes called
"Contractual Obligations") are hereby authorized to be issued in
the aggregate principal amount of $200,000, FOR THE PURPOSE OF
PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS
TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF
PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE
PUBLIC PROPERTY FINANCE ACT, SEC. 271.001, ET SEQ., LOCAL
GOVERNMENT CODE.
Section 2. DESIGNATION. That said Contractual
Obligations shall be designated as the CITY OF RICHLAND HILLS,
TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES
1996.
• Section 3. DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CONTRACTUAL OBLIGATIONS. That initially there
shall be issued, sold, and delivered hereunder fully registered
• contractual obligations dated December 1, 1996, in the respective
denominations and principal amounts hereinafter stated, numbered
consecutively from R-1 upward, payable to the respective initial
registered owners thereof (as designated in Section 15 hereof),
or to the registered assignee or assignees of said contractual
obligations or any portion or portions thereof (in each case, the
"registered owner"), and said contractual obligations shall
mature and be payable on August 15 in the years and in the
aggregate principal amounts as set forth in the following
schedule:
PRINCIPAL
egg ,,MOUNT
1997 $ 40,000
1998 35,000
1999 40,000
2000 40,000
2001 45•, 000
The term "Contractual Obligations" as used in this Ordinance
shall mean and include collectively the contractual obligations
initially issued and delivered pursuant to this Ordinance and all
substitute contractual obligations exchanged therefor, as well as
all other substitute contractual obligations and replacement
• contractual obligations issued pursuant hereto, and the term
"Contractual Obligation" shall mean any of the Contractual
Obligations.
Section 4. INTEREST. The Contractual Obligations
shall bear interest from the dates specified in the FORM OF
CONTRACTUAL OBLIGATION set forth in this Ordinance to their
respective dates of maturity at the rates as set forth in the
following schedule:
y~g RATE ( % )
1997 4.00
1998 4.20 •
1999 4.40
2000 4.50
2001 4.60
Said interest shall be payable in the manner provided and on the
dates stated in the FORM OF CONTRACTUAL OBLIGATION set forth in
this Ordinance.
Section 5. CHARACTERISTICS OF THE CONTRACTUAL
OBLIGATIONS. (a) ~~g~~''r''''^^ Transfer Conversion and Exchange:
Authentication. That the Issuer shall keep or cause to be kept
• at the corporate trust office in Jacksonville, Florida (the
"Designated Trust Office") of Bank of New York (the "Paying
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Agent/Registrar") books or records for the registration of the
• transfer. and exchange of the Contractual Obligations (the
"Registration Books"), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such
books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the Issuer and the
Paying Agent/Registrar may prescribe; and the Paying Agent/Regis-
trar shall make such registrations, transfers and exchanges as
herein provided within three days of presentation in due and
proper form. The Paying Agent/Registrar shall obtain and record
in the Registration Books the address of the registered owner of
each Contractual Obligation to which payments with respect to the
Contractual Obligations shall be mailed, as herein provided; but
it shall be the duty of each registered owner to notify the
Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be
mailed unless such notice has been given. The Paying
Agent/Registrar shall maintain a true and correct copy of the
Registration Books in the State of Texas. The Issuer shall have
the right to inspect the Registration Books at the Designated
Trust Office of the Paying Agent/Registrar during regular
business hours, but otherwise the Paying Agent/Registrar shall
keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other
entity. The Issuer shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such
• registration, transfer, exchange and delivery of a substitute
Contractual Obligation or Contractual Obligations. Registration
of assignments, transfers and exchanges of Contractual
Obligations shall be made in the manner provided and with the
effect stated in the FORM OF CONTRACTUAL OBLIGATION set forth in
this Ordinance. Each substitute Contractual Obligation shall
bear a letter and/or number to distinguish it from each other
Contractual Obligation.
Except as provided in Section 5(c) of this Ordinance,
an authorized representative of the Paying Agent/Registrar shall,
before the delivery of any such Contractual Obligation, date and
manually sign said Contractual Obligation, and no such
Contractual Obligation shall be deemed to be issued or
outstanding unless such Contractual Obligation is"so executed.
The Paying Agent/Registrar promptly shall cancel all paid
Contractual Obligations or Contractual Obligations surrendered
for transfer and exchange. No additional ordinances, orders, or
resolutions need be passed or adopted by the Issuer or any other
body or person so as to accomplish the foregoing transfer and
exchange of any Contractual Obligation or portion thereof, and
the Paying Agent/Registrar shall provide for the printing,
execution, and delivery of the substitute Contractual Obligations
in the manner prescribed herein, and said Contractual Obligations
shall be of type composition printed on paper. Pursuant to
Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section
• 6 thereof, the duty of transfer and exchange of Contractual
Obligations as aforesaid is hereby imposed upon the Paying
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Agent/Registrar, and, upon the execution of said Contractual
• ~ Obligations, the transferred and exchanged Contractual
Obligations shall be valid, incontestable, and enforceable in the
same manner and with the same effect as the Contractual
Obligations which initially were issued and delivered pursuant to
this Ordinance, approved by the Attorney General, and registered
by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be required (1) to issue, transfer,
or exchange any Contractual Obligation during the period
commencing at the close of business on the last business day of
the month next preceding an interest payment date tthe "Record
Date") and ending at the opening of business on such interest
payment date for the Contractual Obligations.
(b) ~~**~enr of Contractual Oblig~r~ons and Interest.
The Issuer hereby further appoints the Paying Agent/Registrar to
act as the paying agent for paying the payment of the principal
of and interest on the Contractual Obligations, all as provided
in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Contractual Obligations, and
of all transfers and exchanges of Contractual Obligations, and
all replacements of Contractual Obligations, as provided in this
Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a
new Record Date for such interest payment (a "Special Record
• Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received
from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each
registered owner appearing on the Registration Books at the close
of business on the last business day next preceding the date of
mailing of such notice.
(c) Tn General. The Contractual Obligations (i) shall
be issued in fully registered form, without interest coupons,
with the principal of and interest on such Contractual
Obligations to be payable only to the registered owners thereof,
(ii) may be transferred and assigned, (iii) may be converted and
exchanged for other Contractual Obligations, (iv) shall have the
characteristics, (v) shall be signed, sealed, executed and
authenticated, (vi) the principal of and interest on the
Contractual Obligations shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the Issuer shall
have certain duties and responsibilities with respect to the
Contractual Obligations, all as provided, and in the manner and
to the effect as required or indicated, in the FORM OF
CONTRACTUAL OBLIGATION set forth in this Ordinance. The
Contractual Obligations initially issued and delivered pursuant
• to this Ordinance (to which Contractual Obligations is attached
the Registration Certificate of the Comptroller of Public
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Accounts) are not required to be, and shall not be, authenticated
• by the Paying Agent/Registrar, but on each substitute Contractual
Obligation issued in conversion of and exchange for any
Contractual Obligation or Contractual Obligations issued under
this Ordinance the Paying Agent/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form
set forth in the FORM OF CONTRACTUAL OBLIGATION.
(d) G-~bst~ tote Pay~g.~gent/ReQi stray. The Issuer
covenants with the registered owners of the Contractual
Obligations that at all times while the Contractual Obligations
are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution, or other
agency to act as and perform the services of Paying
Agent/Registrar for the Contractual Obligations under this
Ordinance, and that the Paying Agent/Registrar will be one
entity. The Issuer reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 120
days written notice to the Paying Agent/Registrar, to be
effective not later than 60 days prior to the next principal or
interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign
or otherwise cease to act as such, the Issuer covenants that
promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as
• Paying Agent/Registrar under this Ordinance. Upon any change in
the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records
relating to the Contractual Obligations, to the new Paying
Agent/Registrar designated and appointed by the Issuer. Upon any
change in the Paying Agent/Registrar, the Issuer promptly will
cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Contractual
Obligations, by United States mail, first-class postage prepaid,
which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as
such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book-Entry Only System. The Contractual
Obligations issued in exchange for the Contractual Obligations
initially issued and delivered to the initial purchasers named in
Section 14 shall be issued in the form of a separate single fully
registered Contractual Obligation for each of the maturities
thereof registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"), and except
as provided in subsection (i) hereof, all of the outstanding
Contractual Obligations shall be registered in the name of Cede &
Co., as nominee of DTC.
•
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With respect to Contractual Obligations registered in
• the name of Cede & Co., as nominee of DTC„ the Issuer and the
Paying Agent/Registrar shall have no responsibility or obligation
to any DTC Participant or to any person on behalf of whom such a
DTC Participant holds an interest on the Contractual Obligations.
Without limiting the immediately preceding sentence, the Issuer
and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co., or any DTC Participant with respect to any
ownership interest in the Contractual Obligations, (ii) the
delivery to any DTC Participant or any other person, other than a
registered owner of Contractual Obligations, as shown on the
Registration Books, of any notice with respect to the Contractual
Obligations, including any notice of redemption, or (iii) the
payment to any DTC Participant or any other person, other than a
registered owner of Contractual Obligations, as shown in the
Registration Books of any amount with respect to principal of,
premium, if any, or interest on the Contractual Obligations.
Notwithstanding any other provision of this Ordinance to the
contrary but to the extent permitted by law, the Issuer and the
Paying Agent/Registrar shall be entitled to treat and consider
the person in whose name each Contractual Obligation is
registered in the Registration Books as the absolute owner of
such Contractual Obligation for the purpose of payment of
principal, premium, if any, and interest, with respect to such
Contractual Obligation, for the purpose of giving notices of
redemption and other matters with respect to such Contractual
Obligation, for the purpose of registering transfers with respect
to such Contractual Obligation, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal
of, premium, if any, and interest on the Contractual Obligations
only to or upon the order of the respective owners, as shown in
the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of
principal of, premium, if any, and interest on the Contractual
Obligations to the extent of the sum or sums so paid. No person
other than an owner, as shown in the Registration Books, shall
receive a certificate evidencing the obligation of the Issuer to
make payments of principal, premium, if any, and interest
pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co.,
and subject to the provision in this Ordinance with respect to
interest checks being mailed to the registered owner at the close
of business on the Record Date, the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(f) y ,r; ; De~osito Transfers Outside
Book-Entrv On y System. In the event that the Issuer or the
Paying Agent/Registrar determines that DTC is incapable of
• discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC (as described in
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Section 16 of this Ordinance) or DTC determines to discontinue
• providing its services with respect to the Contractual
Obligations, the Issuer shall (i) appoint a successor securities
depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and
DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Contractual
Obligations to such successor securities depository or (ii)
notify DTC and DTC Participants of the availability through DTC
of Contractual Obligations and transfer one or more separate
Contractual Obligations to DTC Participants having Contractual
Obligations credited to their DTC accounts. In such event, the
Contractual Obligations shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co.,
as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever
name or names holders transferring or exchanging Contractual
Obligations shall designate, in accordance with the provisions of
this Ordinance.
(g) p~ymPrrs to Cede & Co. Notwithstanding any other
provision of this Ordinance to the contrary, so long as any
Contractual Obligation is registered in the name of Cede & Co.,
as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Contractual Obligation and
all notices with respect to such Contractual Obligation shall be
made and given, respectively, in the manner provided in the
representation letter of the Issuer to DTC.
Section 6. FORM OF CONTRACTUAL OBLIGATIONS. The form
of the Contractual Obligations, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of
Assignment and the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be
attached to the Contractual Obligations initially issued and
delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this
Ordinance:
•
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• FORM OF CONTRACTUAL OBLIGATION
N0. R- PRINCIPAL
AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF TARRANT
CITY OF RICHLAND HILLS, TEXAS
PUBLIC PROPERTY FINANCE
CONTRACTUAL OBLIGATION
SERIES 1996
INTEREST DATE OF
RATE ~'ONTR_ACTUAI: OBLIGATIONS MATURITY DATE CUSIP NO.
December 1, 1996
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, THE CITY OF
• RICHLAND HILLS, TEXAS, in Tarrant County, Texas (the "Issuer"),
being a political subdivision of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or
registered assigns (hereinafter called the "registered owner")
the principal amount set forth above and to pay interest thereon
from the Date of Contractual Obligations above, on August 15,
1997 and semiannually on each February 15 and August 15
thereafter to the maturity date specified above, at the interest
rate per annum specified above; except that if this Contractual
Obligation is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the
interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but
on or before the next following interest payment date, in which
case such principal amount shall bear interest from such next
following interest payment date; provided, however, that if on
the date of authentication hereof the interest on the Contractual
Obligation or Contractual Obligations, if any, for which this
Contractual Obligation is being exchanged or converted from is
due but has not been paid, then this Contractual Obligation shall
bear interest from the date to which such interest has been paid
in full.
IN CONSIDERATION of the registered owner's acceptance
• hereof, which acceptance shall constitute the registered owner's
assent hereto and to the terms and conditions of the ordinance
authorizing the issuance of the Contractual Obligations (the
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• "Ordinance"), the Issuer hereby unilaterally contracts with such
registered owner that it will utilize the net available proceeds
of the Contractual Obligations, after payment of the costs of
issuance related thereto, to acquire or purchase the "Property"
in accordance with the terms and provisions of the Ordinance.
THE PRINCIPAL OF AND INTEREST ON this Contractual
Obligation are payable in lawful money of the United States of
America, without exchange or collection charges. The principal
of this Contractual Obligation shall be paid to the registered
owner hereof upon presentation and surrender of this Contractual
Obligation at maturity at the corporate trust office in
Jacksonville, Florida (the "Designated Trust Office") of Bank of
New York, which is the "Paying Agent/Registrar" for this
Contractual Obligation. The payment of interest on this
Contractual Obligation shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest
payment date by check or draft, dated as of such interest payment
date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the Ordinance to be on
deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by
the Paying Agent/Registrar by United States mail, first-class
postage prepaid, on each such interest payment date, to the
registered owner hereof, at its address as it appeared on the
last business day of the month next preceding each such date (the
• "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In addition, interest
may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of,
the registered owner. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from
the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least
five business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each
owner of a Contractual Obligation appearing on the"Registration
Books at the close of business on the last business day next
preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity as provided herein
shall be paid to the registered owner upon presentation and
surrender of this Contractual Obligation for payment at the
Designated Trust Office of the Paying Agent/Registrar. The
Issuer covenants with the registered owner of this Contractual
Obligation that on or before each principal payment date and
interest. payment date for this Contractual Obligation it will
make available to the Paying Agent/Registrar, from the "Interest
• and Sinking Fund" created by the Ordinance, the amounts required
to provide for the payment, in immediately available funds, of
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all principal of and interest on the Contractual Obligations,
• when due.
IF THE DATE for the payment of this Contractual
Obligation shall be a Saturday, Sunday, a legal holiday, or a day
on which banking institutions in the city where the Designated
Trust Office of the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a
Saturday, Sunday, legal holiday, or day on which banking
institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original
date payment was due.
THIS CONTRACTUAL OBLIGATION is one of a Series of
CONTRACTUAL OBLIGATIONS, dated December 1, 1996, authorized in
accordance with the Constitution and laws of the State of Texas
in the principal amount of $200,000, FOR THE PURPOSE OF PAYING
ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE
INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF
PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE
PUBLIC PROPERTY FINANCE ACT, SEC. 271.001, ET SEQ., LOCAL GOVERN-
MENT CODE.
ALL CONTRACTUAL OBLIGATIONS OF THIS SERIES are issuable
solely as fully registered Contractual Obligations, without
• interest coupons, in Authorized Denominations. As provided in
the Ordinance, this Contractual Obligation may, at the request of
the registered owner or the assignee or assignees hereof, be
assigned, transferred, converted into and exchanged for a like
aggregate principal amount of fully registered Contractual
Obligations, without interest coupons, payable to the appropriate
registered owner, assignee or assignees, as the case may be,
having the same denomination or denominations in any Authorized
Denomination as requested in writing by the appropriate
registered owner, assignee or assignees, as the case may be, upon
surrender of this Contractual Obligation to the Paying
Agent/Registrar at its Designated Trust Office for cancellation,
all in accordance with the form and procedures set forth in the
Ordinance. Among other requirements for such assignment and
transfer, this Contractual Obligation must be presented and
surrendered to the Paying Agent/Registrar, together with the
proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Contractual Obligation or any portion or
portions hereof in any integral multiple of $5,000 to the
assignee or assignees in whose name or names this Contractual
Obligation or any such portion or portions hereof is or are to be
registered. The form of Assignment printed or endorsed on this
Contractual Obligation may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive,
and other instruments of assignment satisfactory to the Paying
• Agent/Registrar may be used to evidence the assignment of this
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• Contractual Obligation or any portion or portions hereof from
time to time by the registered owner.
NEITHER THE ISSUER nor the Paying Agent/Registrar shall
be required to issue, transfer, or exchange any Contractual
Obligation during the period commencing at the close of business
on the Record Date and ending at the opening of business on the
next interest payment date for the Contractual Obligations. The
registered owner requesting conversion and exchange of any
Contractual Obligation or portion thereof shall pay the Paying
Agent/Registrar's customary fees and charges, together with any
taxes or governmental charges required to be paid with respect
thereto, as a condition precedent to the exercise of such
privilege of conversion and exchange, except, however, that in
the case of the conversion and exchange of an assigned and
transferred Contractual Obligation or Contractual Obligations or
portion thereof, the fees and charges of the Paying
Agent/Registrar will be paid by the Issuer.
WHENEVER the beneficial ownership of this Contractual
Obligation is determined by a book entry at a securities
depository for the Contractual Obligations, the foregoing
requirements of holding, delivering or transferring this
Contractual Obligation shall be modified to require the
appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book
entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the
Contractual Obligations is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the
Ordinance that it promptly will appoint a competent and legally
qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owners of the Contractual
Obligations.
IT IS HEREBY certified, recited and covenanted that
this Contractual Obligation has been duly and validly authorized,
issued and delivered; that all acts, conditions and things
required or proper to be performed, exist and be done precedent
to or in the authorization, issuance and delivery of this
Contractual Obligation have been performed, existed and been done
in accordance with law; that this Contractual Obligation is an
obligation of said Issuer, issued on the full faith and credit
thereof; and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this
Contractual Obligation, as such interest comes due and such
principal matures, have been levied and Ordinanceed to be levied
against all taxable property in said Issuer, and have been
pledged from the Issuer's annual ad valorem maintenance tax for
such payment, within the limit prescribed by law.
• BY ACCEPTANCE of this Contractual Obligation, the
registered owner assents to the terms and provisions of the
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• Ordinance, a copy of which is on file in the official records of
the Issuer, and the Contractual Obligation, agrees to be bound by
such terms and provisions, and agrees that the terms and
provisions of this Contractual Obligation and the Ordinance
constitute a contract between each registered owner hereof and
the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this
Contractual Obligation to be signed with the manual or facsimile
signature of the Mayor of the Issuer and countersigned with the
manual or facsimile signature of the City Secretary of the
Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Contractual
Obligation.
(signature) (signature)
City Secretary Mayor
(SEAL)
F'OFc~~i OF PAY iiv'G AGE vT'i i REG.Ti~TD.
;D~ ~ e AT~rrv~rrrTr'~TT(1T~7 ('F'RTTFTCnTF.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Contractual Obligation is not
accompanied by an executed Registration Certificate of
the Comptroller of Public Accounts of the State of
Texas)
It is hereby certified that this Contractual Obligation
has been issued under the provisions of the Ordinance described
in the text of this Contractual Obligation; and that this
Contractual Obligation has been issued in conversion or
replacement of, or in exchange for, a contractual obligation,
contractual obligations, or a portion of a contractual obligation
or contractual obligations of a Series which originally was
approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of
Texas.
Dated:
Paying Agent Registrar
By
Authorized Representative
•
12
• FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Contractual Obligation and all rights thereunder, and
hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
• within Contractual Obligation on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be NOTICE: The signature above
guaranteed by an eligible must correspond with the
guarantor institution parti- name of the registered owner
cipating in a securities as it appears upon the front
transfer association recog- of this Contractual Obliga-
nized signature guarantee tion in every particular,
program. without alteration or
enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
'i'HE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
• I hereby certify that this Contractual Obligation has
been examined, certified as to validity, and approved by the
13
• Attorney General of the State of Texas, and that this Contractual
Obligation has been registered by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 7. INTEREST AND SINKING FUND/TAX LEVY. A
special City of Richland Hills, Texas Public Property Finance
Contractual Obligations, Series 1996 Interest and Sinking Fund
(the "Interest and Sinking Fund") is hereby created solely for
the benefit of the Contractual Obligations, and the Interest and
Sinking Fund shall be established and maintained by the Issuer at
an official depository bank of the Issuer for so long as the
Contractual Obligations or interest thereon are outstanding and
unpaid. The Interest and Sinking Fund shall be kept separate and
apart from all other funds and accounts of the Issuer, and shall
be used only for paying the interest on and principal of the
Contractual Obligations. Until expended for the purposes set
forth in Section 1 hereof, the proceeds derived from the sale of
the Contractual Obligations shall be held as further security for
• the timely payment of the principal and interest on the
Contractual Obligations. All ad valorem taxes levied and
collected for and on account of said Contractual Obligations
shall be deposited, as collected, to the credit of the Interest
and Sinking Fund. During each year while any of said Contractual
Obligations are outstanding and unpaid, the governing body of
said Issuer shall compute and ascertain a rate and amount of ad
valorem tax which will be sufficient to raise and produce the
money required to pay the interest on said Contractual
Obligations as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of such
Contractual Obligations as such principal matures; and said tax
shall be based on the latest approved tax rolls of said Issuer,
with full allowance being made for tax delinquencies and the cost
of tax collection. Said rate and amount of ad valorem tax is
hereby levied by the governing body of the Issuer, and is hereby
ordered to be levied, against all taxable property in said Issuer
for each year while any of said Contractual Obligations are
outstanding and unpaid; and said tax shall be assessed and
collected each such year and deposited to the credit of the
aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and
principal of said Contractual Obligations as such interest comes
due and such principal matures, are hereby pledged from the ad
valorem taxes of the Issuer for such payment, within the limit
prescribed by law. Furthermore, there is hereby appropriated
• from funds on deposit in the City's General Fund, moneys to pay
14
the first scheduled principal and interest payment on the
• Contractual Obligations due on August 15, 1997.
Section 8. DEFEASANCE OF CONTRACTUAL OBLIGATIONS. (a)
Any Contractual Obligation and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a
"Defeased Contractual Obligation") within the meaning of this
Ordinance, except to the extent provided in subsection (d} of
this Section 8, when payment of the principal of such Contractual
Obligation, plus interest thereon to the due date (whether such
due date be by reason of maturity or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms
thereof, or (ii) shall have been provided for on or before such
due date by irrevocably depositing with or making available to
the Paying Agent/Registrar for such payment (1) lawful money of
the United States of America sufficient to make such payment or
(2) Government Obligations which mature as to principal and
interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to
provide for such payment, and when proper arrangements have been
made by the Issuer with the Paying Agent/Registrar for, the
payment of its services until all Defeased Contractual
Obligations shall have become due and payable. At such time as a
Contractual Obligation shall be deemed to be a Defeased
Contractual Obligation hereunder, as aforesaid, such Contractual
Obligation and the interest thereon shall no longer be secured
• by, payable from, or entitled to the benefits of, the ad valorem
taxes herein levied and pledged as provided in this Ordinance,
and such principal and interest shall be payable solely from such
money or Government Obligations.
(b) Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer also
be invested in Government Obligations, maturing in the amounts
and times as hereinbefore set forth, and all income from such
Government Obligations received by the Paying Agent/Registrar
which is not required for the payment of the Contractual
Obligations and interest thereon, with respect to which such
money has been so deposited, shall be turned over to the Issuer,
or deposited as directed in writing by the Issuer.
(c) The term "Government Obligations" as used in this
Section 8, shall mean direct obligations of the United States of
America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of
America, which may be United States Treasury obligations such as
its State and Local Government Series, which may be in book-entry
form.
(d) Until all Defeased Contractual Obligations shall
have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased
• Contractual Obligations the same as if they had not been
defeased, and the Issuer shall make proper arrangements to
15
provide and pay for such services as required by this Ordinance.
• Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR
DESTROYED CONTRACTUAL OBLIGATIONS. (a) Replacement Contractual
ObliQat^ions. In the event any outstanding Contractual Obligation
is damaged, mutilated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed, and
delivered, a new contractual obligation of the same principal
amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Contractual Obligation, in replacement
for such Contractual Obligation in the manner hereinafter provid-
ed.
(b) 8Db1~Ga ion for Replacement Contractual
Obligations. Application for replacement of damaged, mutilated,
lost, stolen, or destroyed Contractual Obligations shall be made
by the registered owner thereof to the Paying Agent/Registrar.
In every case of loss, theft, or destruction of a Contractual
Obligation, the registered owner applying for a replacement
contractual obligation shall furnish to the Issuer and to the
Paying Agent/Registrar such security or indemnity as may be
required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft,
or destruction of a Contractual Obligation, the registered owner
shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft, or destruction
• of such Contractual Obligation, as the case may be. In every
case of damage or mutilation of a Contractual Obligation, the
registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Contractual Obligation so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the
foregoing provisions of this Section 9, in the event any such
Contractual Obligation shall have matured, and no default has
occurred which is then continuing in the payment of the principal
of or interest on such Contractual Obligation, the Issuer may
authorize the payment of the same (without surrender thereof
except in the case of a damaged or mutilated Contractual
Obligation) instead of issuing a replacement contractual
obligation, provided security or indemnity is furnished as above
provided in this Section 9.
(d) ['harQe for Issuing Replacement Contractual
Obligations. Prior to the issuance of any replacement
contractual obligation, the Paying Agent/Registrar shall charge
the registered owner of such Contractual Obligation with all
legal, printing, and other expenses in connection therewith.
Every replacement contractual obligation issued pursuant to the
provisions of this Section 9 by virtue of the fact that any
Contractual Obligation is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or not
• the lost, stolen, or destroyed Contractual Obligation shall be
found at any time, or be enforceable by anyone, and shall be
16
entitled to all the benefits of this Ordinance equally and
• proportionately with any and all other Contractual Obligations
duly issued under this Ordinance.
(e) Author~~y for Issuing Replacement Contractual
obligations. In accordance with Section 6 of Vernon's Ann. Tex.
Civ. St. Art. 717k-6, this Section 9 of this Ordinance shall con-
stitute authority for the issuance of any such replacement
contractual obligation without necessity of further action by the
Issuer or any other body or person, and the duty of the
replacement of such Contractual Obligations is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such replacement
contractual obligations in the form and manner and with the
effect, as provided in Section 5(a) of this Ordinance for
Contractual Obligations issued in conversion and exchange of
other Contractual Obligations.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF
CONTRACTUAL OBLIGATIONS; BOND COUNSEL'S OPINION; CUSIP NUMBERS
AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of
the Issuer is hereby authorized to have control of the
Contractual Obligations initially issued and delivered hereunder
and all necessary records and proceedings pertaining to the
Contractual Obligations pending their delivery and their
investigation, examination, and approval by the Attorney General
• of the State of Texas, and their registration by the Comptroller
of Public Accounts of the State of Texas. Upon registration of
the Contractual Obligations said Comptroller of Public Accounts
(or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate
attached to such Contractual Obligations, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on such
Certificate. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers may, at the option of the
Issuer, be printed on the Contractual Obligations issued and
delivered under this Ordinance, but neither shall have any legal
effect, and shall be solely for the convenience and information
of the registered owners of the Contractual Obligations. In
addition, if bond insurance is obtained, the Contractual
Obligations may bear an appropriate legend as provided by the
insurer.
Section 11. COVENANTS REGARDING TAX EXEMPTION OF
INTEREST ON THE CONTRACTUAL OBLIGATIONS. The Issuer covenants to
take any action necessary to assure, or refrain from any action
which would adversely affect, the treatment of the Contractual
Obligations as obligations described in section 103 of the Code,
the interest on which is not includable in the "gross income" of
the holder for purposes of federal income taxation. In further-
ance thereof, the Issuer covenants as follows:
• (a) to take any action to assure that no more
than 10 percent of the proceeds of the Contractual
17
• Obligations or the projects financed therewith (less
amounts deposited to a reserve fund, if any) are used
for any "private business use," as defined in section
141(b)(6) of the Code or, if more than 10 percent of
the proceeds or the projects financed therewith are so
used, such amounts, whether or not received by the
Issuer, with respect to such private business use, do
not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure
or provide for the payment of more than 10 percent of
the debt service on the Contractual Obligations, in
contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the
event that the "private business use" described in
subsection (a) hereof exceeds 5 percent of the proceeds
of the Contractual Obligations or the projects financed
therewith (less amounts deposited into a reserve fund,
if any) then the amount in excess of 5 percent is used
for a "private business use" which is "related" and not
"disproportionate," within the meaning of section
141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount
which is greater than the lesser of $5,000,000, or 5
percent of the proceeds of the Contractual Obligations
• (less amounts deposited into a reserve fund, if any) is
directly or indirectly used to finance loans to
persons, other than state or local governmental units,
in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would
otherwise result in the Contractual Obligations being
treated as "private activity Contractual Obligations"
within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would
result in the Contractual Obligations being "federally
guaranteed" within the meaning of section 149(b) of the
Code;
(f) to refrain from using any portion of the
proceeds of the Contractual Obligations, directly or
indirectly, to acquire or to replace funds which were
used, directly or indirectly, to acquire investment
property (as defined in section 148 (b) (2) of the Code)
which produces a materially higher yield over the term
of the Contractual Obligations, other than investment
property acquired with
(1) proceeds of the Contractual Obligations
invested for a reasonable temporary period of 3
• years or less or, in the case of a refunding bond,
for a period of 30 days or less until such
18
• proceeds are needed for the purpose for which the
Contractual Obligations are issued,
(2) amounts invested in a bona fide debt
service fund, within the meaning of section
1.148-1(b)of the Treasury Regulations, and
(3) amounts deposited in any reasonably
required reserve or replacement fund to the extent
such amounts do not exceed 10 percent of the
proceeds of the Contractual Obligations;
(g) to otherwise restrict the use of the proceeds
of the Contractual Obligations or amounts treated as
proceeds of the Contractual Obligations, as may be
necessary, so that the Contractual Obligations do not
otherwise contravene the requirements of section 148 of
the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to
advance refundings); and
(h) to pay to the United States of America at
least once during each five-year period (beginning on
the date of delivery of the Contractual Obligations) an
amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of section 148 (f)
• of the Code and to pay to the United States of America,
not later than 60 days after the Contractual
Obligations have been paid in full, 100 percent of the
amount then required to be paid as a result of Excess
Earnings under section 148 (f) of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands
that the term "proceeds" includes "disposition proceeds" as
defined in Treasury Regulations. It is the understanding of the
Issuer that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant
thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as
applicable to the Contractual Obligations, the Issuer will not be
required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally-
recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Contractual
Obligations under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Contractual
Obligations, the Issuer agrees to comply with the additional
requirements to the extent necessary, in the opinion of
nationally-recognized bond counsel, to preserve the exemption
from federal income taxation of interest on the Contractual
• Obligations under section 103 of the Code. The City Council
hereby authorizes the Mayor and the City Manager to execute any
19
• and all documents necessary to fulfill the intent of the Issuer
to comply with, or make elections under, the Code to maintain and
preserve the tax-exempt status of the Contractual Obligations.
Section 12. CONTRACTUAL UNDERTAKING WITH REGISTERED
OWNER. The Issuer hereby, and by the acceptance of each of the
Contractual Obligations, contractually obligates and commits
itself to utilize the net proceeds available from the issuance
and delivery of the Contractual Obligations, after payment of
costs of issuance related thereto, for the acquisition or
purchase of the property in accordance with terms and provisions
of this Ordinance.
Section 13. REMEDIES IN EVENT OF DEFAULT. In addition
to all of the rights and remedies provided by the laws of the
State of Texas, the Issuer covenants and agrees that in the event
of default in payment of principal or interest on any of the
Contractual Obligations when due, or, in the event it fails to
make the payments required to be made into the Interest and
Sinking Fund or defaults in the observance or performance of any
other of the contracts, covenants, conditions or obligations set
forth in this Ordinance or in the Contractual Obligations, the
following remedies shall be available:
(a) the registered owners shall be entitled to a writ
of mandamus issued by a court of competent
• jurisdiction compelling and requiring the Issuer
and the officials thereof to observe and perform
the contracts, covenants, obligations or
conditions prescribed in this Ordinance; and
(b) any delay or omission to exercise any right or
power accruing upon any default shall not impair
any such right or power nor 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.
Section 14. DESIGNATION AS QUALIFIED TAX-EXEMPT
OBLIGATIONS. The Issuer hereby designates the' Contractual
Obligations as "qualified tax-exempt obligations" as defined in
Section 265(b)(3) of the Code. In furtherance of such
designation, the Issuer represents, covenants and warrants the
following: (a) that during the calendar year in which the
Contractual Obligations are issued, the Issuer (including any
subordinate entities) has not designated nor will not designate
Contractual Obligations, which will result in more than
$10,000,000 of "qualified tax-exempt obligations" being issued;
and (b) that the Issuer reasonable anticipates that the amount of
tax-exempt obligations issued during the calendar year in which
the Contractual Obligations are issued, by the Issuer (or any
• subordinate entities) will not exceed $10,000,000.
20
• Section 15. SALE OF CONTRACTUAL OBLIGATIONS. The
Contractual Obligations are hereby initially sold and shall be
delivered to Southwest Securities, Inc., at the price set forth
in the hereinafter described "Bond Purchase Contract". The Mayor
is authorized to execute, and the City Secretary is authorized to
attest and affix the seal of the City to, the Bond Purchase
Contract, dated December 10, 1996, between the City and Southwest
Securities, Inc., in substantially the form attached to this
Ordinance, which Bond Purchase Contract evidences the terms and
conditions regarding the sale of the Contractual Obligations.
The Contractual Obligations shall initially be registered in the
name of Southwest Securities, Inc. It is hereby officially
found, determined, and declared that the Contractual Obligations
have been sold pursuant to an Official Statement dated December
10, 1996, prepared and distributed in connection with the sale of
the Contractual Obligations. Said Official Statement and any
addenda, supplement or amendment thereto have been and are hereby
approved by the governing body of the Issuer, and their use in
the offer and sale of the Contractual Obligations is hereby ap-
proved. It is further officially found, determined, and declared
that the statements and representations contained in .said
Official Statement are true and correct in all material respects,
to the best knowledge and belief of the governing body of the
Issuer. The use of a Preliminary Official Statement in
connection with the sale of the Contractual Obligations is hereby
ratified.
Section 16. ONGOING CONTINUING DISCLOSURE UNDER RULE
15c2-12. That under Rule 15c2-12, promulgated by the Securities
and Exchange Commission, an issuer of municipal securities in an
aggregate principal amount of less than $1,000,000 is exempt from
satisfying the continuing ongoing disclosure obligation set forth
in said Rule. As a result, the City shall not comply with the
requirements of said Rule.
Section 17. INTEREST EARNINGS ON CONTRACTUAL
OBLIGATIONS. Interest earnings derived from the investment of
proceeds from the sale of the Contractual Obligations shall be
used along with other contractual obligation proceeds for the
purpose for which the Contractual Obligations are issued set
forth in Section 1 hereof; provided that after completion of such
purpose, if any of such interest earnings remain on hand, such
interest earnings shall be deposited in the Interest and Sinking
Fund. It is further provided, however, that any interest
earnings on contractual obligation proceeds which are required to
be rebated to the United States of America pursuant to Section 11
hereof in order to prevent the Contractual Obligations from being
arbitrage Contractual Obligations shall be so rebated and not
considered as interest earnings for the purposes of this Section.
Section 18. DTC LETTER OF REPRESENTATION. The City
Manager or the designee thereof is authorized and directed to
• enter into a Letter of Representations with DTC with respect to
21
I~
• the Contractual Obligations to implement the Book-Entry Only
System of Bond Registration.
PASSED AND APPROVED THIS .the 10th of December, 1996.
APPROVED AS TO FORM:
City Attorney, City of
Richland Hills
•
•
22
1
• EXHIBIT A
DESCRIPTION OF PROPERTY
(The acquisition date for the following items of personal
property will occur during the current fiscal year of the
Issuer.)
Estimated
Description Total Cost
Library Computers $ 5,000
Police Portable Radios 3,000
Recreation Department Workstation 2,000
Police Department Workstation 15,000
Traffic Signal 35,000
Police Patrol Vehicles 65,000
Fire Department Command Suburban 35,000
Street Department One-Ton Truck 25,000
•
•
A-1