HomeMy WebLinkAboutOrdinance 1881
ORDINANCE NO. 1881
AN ORDINANCE authorizing the issuance of "CITY OF
NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND
SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES
OF OBLIGATION, SERIES 1993"; specifying the terms
and features of said certificates; providing for
the paYment of said certificates of obligation by
the levy of an ad valorem tax upon all taxable
property within the City and a limited pledge of
the net revenues from the operation of the City's
Waterworks and Sanitary Sewer System; and resolving
other matters incident and relating to the
issuance, paYment, security, sale and delivery of
said Certificates, including the approval and
execution of a Paying Agent/Registrar Agreement and
the approval and distribution of an Official
Statement; and providing an effective date.
WHEREAS, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$1,185,000 for the purpose of paying contractual obligations to be
incurred for (i) the purchase of materials, supplies, equipment and
machinery for various city departments, including a fire truck,
ambulance, with related equipment, computers and related materials,
street repair and maintenance equipment, sewer repair and
maintenance equipment, trucks, vans and crematorium equipment, (ii)
the construction of public works, to wit: modification of municipal
buildings to comply with American with Disabilities Act and street
improvements and (iii) professional services rendered in relation
to such financing and contracts, has been duly published in the
Mid-Cities News, a newspaper hereby found and determined to be of
general circulation in the city of North Richland Hills, Texas, on
, 1993 and , 1993, 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; and
WHEREAS, no petition protesting the issuance of the
certificates of obligation and bearing valid petition signatures of
5% or more of the qualif ied electors of the City, has been
presented to or filed with the Mayor, City Secretary or any other
official of the City on or prior to the date of the passage of this
ordinance; and
WHEREAS, the Council hereby finds and determines that all of
the certificates of obligation described in such notice should be
issued and sold at this time; now, therefore,
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH
RICHLAND HILLS, TEXAS:
SECTION 1: Authorization, Designation, Principal Amount,
Purpose. certificates of obligation of the City shall be and are
hereby authorized to be issued in the aggregate principal amount of
$1,185,000, to be designated and bear the title "CITY OF NORTH
RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED
PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1993"
(hereinafter referred to as the "Certificates"), for the purpose of
paying contractual obligations to be incurred for (i) the purchase
of materials, supplies, equipment and machinery for various City
departments, including a f ire truck, ambulance, wi th related
equipment, computers and related materials, street repair and
maintenance equipment, sewer repair and maintenance equipment,
trucks, vans and crematorium equipment, (ii) the construction of
public works, to wit: modification of municipal buildings to comply
with American with Disabilities Act and street improvements and
(iii) professional services rendered in relation to such financing
and contracts, pursuant to authority conferred by and in conformity
with the Constitution and laws of the State of Texas, including
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as
amended.
SECTION 2: Fully Registered obligations - Authorized
Denominations-stated Maturities-Date. The certificates are
issuable in fully registered form only; shall be dated May 1, 1993
(the "certificate Date") and, other than the single fully
registered Initial certificate referenced in section 8 hereof,
shall be in denominations of $5,000 or any integral multiple
thereof (within a Stated Maturity) and the certificates shall
become due and payable on February 15 in each of the years and in
principal amounts (the "Stated Maturities") and bear interest at
per annum rates in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate
1994 $210,000 %
-
1995 225,000 %
1996 235,000 %
-
1997 250,000 %
-
1998 265,000 %
The certificates shall bear interest on the unpaid principal
amounts from the Certificate Date at the rate per annum shown
above in this Section (calculated on the basis of a 360-day year
of twelve 30-day months). Interest on the certificates shall be
payable on February 15 and August 15 of each year, commencing
February 15, 1994.
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SECTION 3: Terms of payment-paving Agent/Reqistrar. The
principal of, premium, if any, and the interest on the
certificates, due and payable by reason of maturity or otherwise,
shall be payable only to the registered owners or holders of the
certificates (hereinafter called the "Holders") appearing on the
registration and transfer books (the "Security Register")
maintained by the Paying Agent/Registrar and the paYment thereof
shall be in any coin or currency of the united States of America,
which at the time of payment is legal tender for the paYment of
public and private debts, and shall be without exchange or
collection charges to the Holders.
The selection and appointment of Bank One, Texas, NA, Fort
Worth, Texas to serve as Paying Agent/Registrar for the
Certificates is hereby approved and confirmed. Books and records
relating to the registration, paYment, transfer and exchange of
the Certificates (the "Security Register") shall at all times be
kept and maintained on behalf of the City .by the paying
Agent/Registrar, as provided herein and in accordance with the
terms and provisions of a "Paying Agent/ Registrar Agreement",
substantially in the form attached hereto as Exhibit A and such
reasonable rules and regulations as the Paying Agent/Registrar and
the City may prescribe. The Mayor and City Secretary are
authorized to execute and deliver such Agreement in connection
with the delivery of the certificates. The City covenants to
maintain and provide a Paying Agent/Registrar at all times until
the Certificates are paid and discharged, and any successor paying
Agent/Registrar shall be a bank, trust company, financial
institution or other entity qualified and authorized to serve in
such capacity and perform the duties and services of paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the certificates, the city agrees to promptly cause a written
notice thereof to be sent to each Holder by united States Mail,
first class postage prepaid, which notice shall also give the
address of the new Paying Agent/Registrar.
principal of and premium, if any, on the certificates shall
be payable at the Stated Maturities only upon presentation and
surrender of the certificates to the Paying Agent/Registrar at its
principal office. Interest on the Certificates shall be paid to
the Holders whose name appears in the Security Register at the
close of business on the Record Date (the last business day of the
month next preceding each interest paYment date) and shall be paid
by the Paying Agent/Registrar (i) by check sent United States
Mail, first class postage prepaid, to the address of the Holder
recorded in the Security Register or (ii) by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the
risk and expense of, the Holder. If the date for the paYment of
the principal of or interest on the certificates shall be a
Saturday, Sunday, a legal holiday, or a day when banking
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institutions in the city where the Paying Agent/Registrar is
located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to close; and payment on such date'
shall have the same force and effect as if made on the original
date paYment was due.
In the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/ Registrar, if and when funds for
the payment of such interest have been received from the city.
Notice of the Special Record Date and of the scheduled paYment
date of the past due interest (which shall be 15 days after the
Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by united States Mail, first
class postage prepaid, to the address of each Holder appearing on
the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
SECTION 4: Non-Redeemable. The certificates shall not be
subject to redemption prior to maturity at the option of the city.
SECTION 5: Registration Transfer - Exchanqe of
Certificates-Predecessor certificates. ThePayingAgent/Registrar
shall obtain, record, and maintain in the Security Register the
name and address of each and every owner of the certificates
issued under and pursuant to the provisions of this Ordinance, or
if appropriate, the nominee thereof. Any certificate may be
transferred or exchanged for certificates of other authorized
denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such certificate to the Paying
Agent/Registrar 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 a form satisfactory
to the Paying Agent/Registrar.
Upon surrender of any certificate (other than the Initial
Certificate(s) authorized in section 8 hereof) for transfer at the
principal office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new certificates
of authorized denominations, having the same Stated Maturity and
of a like aggregate principal amount as the certificate or
certificates surrendered for transfer.
At the option of the Holder, certificates (other than the
Initial certificate (s) authorized in section 8 hereof) may be
exchanged for other certificates of authorized denominations,
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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 office of the Paying Agent/ Registrar.
Whenever any Certificates are surrendered for exchange, the Paying
Agent/Registrar shall register and deliver new Certificates to the
Holder requesting the exchange.
All certificates issued in any transfer or exchange of
certificates shall be delivered to the Holders at the principal
office of the Paying Agent/Registrar or sent by United states
Mail, first class, postage prepaid to the Holders, and, upon the
registration and delivery thereof, the same shall be the valid
obligations of the City, evidencing the same obligation to pay,
and entitled to the same benefits under this Ordinance, as the
Certificates surrendered in such transfer or exchange.
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 Agent/Registrar shall require paYment by the Holder
requesting such transfer or exchange of any tax or other
governmental charges required to be paid with respect to such
transfer or exchange.
Certificates cancelled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be
"Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new
Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Addi tionally, the term
"Predecessor certificates" shall include any mutilated, lost,
destroyed, or stolen Certificate for which a replacement
Certificate has been issued, registered and delivered in lieu
thereof pursuant to the provisions of section 21 hereof and such
new replacement Certificate shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed, or stolen
Certificate.
SECTION 6: Book-Entry Only Transfers and Transactions.
Notwithstanding the provisions contained in Sections 3 and 5
hereof relating to the paYment and transfer/exchange of the
Certificates, the City hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement and transfer
system provided by The Depository Trust Company (DTC), a limited
purpose trust company organized under the laws of the State of New
York, in accordance with the requirements and procedures
identif ied in the Letter of Representation by and between the
City, the Paying Agent/Registrar and DTC (the "Depository
Agreement") relating to the certificates.
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Pursuant to the Depository Agreement and the rules of DTC,
the certificates shall be deposited with DTC who shall hold said
Certificates for its participants (the "DTC Participants") and,
while the Certificates are held by DTC under the Depository
Agreement, the Holder of the Certificates on the Security Register
for all purposes, including payment and notices, shall be Cede &
Co., as nominee of DTC, notwithstanding the ownership of each
actual purchaser or owner of each certificate (the "Beneficial
Owners" ) being recorded in the records of DTC and DTC
Participants.
In the event DTC determines to discontinue serving as
securities depository for the Certificates or otherwise ceases to
provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Certificates, the City covenants and agrees
with the Holders of the certificates to cause certificates to be
printed in definitive form and provide for the certificate
certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the
certificates in definitive form shall be assigned, transferred and
exchanged on the Security Register maintained by the Paying
Agent/Registrar and payment of such certificates shall be made in
accordance with the provisions of sections 3 and 5 hereof.
SECTION 7: Execution - Registration. The certificates
shall be executed on behalf of the city by the Mayor under its
seal reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the certificates may
be manual or facsimile. certificates bearing the manual or
facsimile signatures of individuals who are or were the proper
officers of the City on the certificate Date shall be deemed to be
duly executed on behalf of the City, notwithstanding that one or
more of the individuals executing the same shall cease to be such
officer at the time of delivery of the certificates to the initial
purchaser(s) and with respect to Certificates delivered in
subsequent exchanges and transfers, all as authorized and provided
in the Bond Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any purpose,
unless there appears on such Certificate either a certificate of
registration substantially in the form provided in section 9C,
manually executed by the Comptroller of Public Accounts of the
State of Texas, or his duly authorized agent, or a certificate of
registration substantially in the form provided in section 9D,
manually executed by an authorized officer, employee or
representati ve of the paying Agent/Registrar, and either such
certificate duly signed upon any certificate shall be conclusive
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evidence, and the only evidence, that such Certificate has been
duly certified, registered and delivered.
SECTION 8: Initial Certificate(s}. The certificates
herein authorized shall be initially issued either (i) as a single
fully registered certificate in the total principal amount of
$1,185,000 with principal installments to become due and payable
as provided in section 2 hereof and numbered T-1, or (ii) as five
(5) fully registered certificates, being one certificate for each
year of maturity in the applicable principal amount and
denomination and to be numbered consecutively from T-1 and upward
(hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name
of the initial purchaser(s) or the designee thereof. The Initial
Certificate(s) shall be the certificates submitted to the Office
of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of
Public Accounts of the State of Texas and delivered to the initial
purchaser(s) . Any time after the delivery of the Initial
Certificate(s), the Paying Agent/Registrar, pursuant to written
instructions from the initial purchaser (s), or the designee
thereof, shall cancel the Initial Certificate(s) delivered
hereunder and exchange therefor definitive Certificates of
authorized denominations, stated Maturities, principal amounts and
bearing applicable interest rates for transfer and delivery to the
Holders named at the addresses identified therefor; all pursuant
to and in accordance with such wr i tten instructions from the
initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The
Certificates, the Registration certificate of the Comptroller of
Public Accounts of the state of Texas, the Registration
certificate of Paying Agent/Registrar, and the form of Assignment
to be printed on each of the Certificates, shall be substantially
in the forms set forth in this section with such appropriate
insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and
such legends and endorsements (including insurance legends in the
event the certificates, or any maturities thereof, are purchased
wi th insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the City
or determined by the officers executing such certificates as
evidenced by their execution. Any portion of the text of any
Certificates may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the certificate.
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The certificates, including the Initial certificate(s), shall
be typewritten, printed, lithographed, or photocopied, or produced
in any other similar manner, all as determined by the officers
executing such Certificates as evidenced by their execution.
B.
Form of certificates.
REGISTERED
NO.
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1993
certificate Date:
May 1, 1993
Interest Rate: Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of North Richland Hills (hereinafter referred to as
the "City"), a body corporate and municipal corporation in the
County of Tarrant, 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, on the Stated Maturity date specified above the
Principal Amount hereinabove stated, without right of prior
redemption, and to pay interest on the unpaid principal amount
hereof from the certificate Date at the per annum rate of interest
specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on February 15
and August 15 in each year, commencing February 15, 1994.
Principal of this certificate is payable at its Stated Maturity to
the registered owner hereof, upon presentation and surrender, at
the principal office of the Paying Agent/Registrar executing the
registration certificate appearing hereon, or its successor.
Interest is payable to the registered owner of this certificate
(or one or more Predecessor Certif icates, as def ined in the
Ordinance hereinafter referenced) whose name appears on the
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"Security Register" maintained by the Paying Agent/Registrar at
the close of business on the "Record Date", which is the last
business day of the month next preceding each interest paYment
date, and interest shall be paid by the paying Agent/Registrar by
check sent united states Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register
or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered
owner. All payments of principal of, premium, if any, and
interest on this certificate shall be without exchange or
collection charges to the owner hereof and in any coin or currency
of the united States of America which at the time of paYment is
legal tender for the payment of public and private debts.
This Certificate is one of the series specified in its title
issued in the aggregate principal amount of $1,185,000 (herein
referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) the purchase of
materials, supplies, equipment and machinery for various city
departments, including a fire truck, ambulance, with related
equipment, computers and related materials, street repair and
maintenance equipment, sewer repair and maintenance equipment,
trucks, vans and crematorium equipment, (ii) the construction of
public works, to wit: modification of municipal buildings to
comply with American with Disabilities Act and street improvements
and (iii) professional services rendered in relation to such
financing and contracts, under and in strict conformity with the
Constitution and laws of the State of Texas, particularly
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as
amended, and pursuant to an Ordinance adopted by the city Council
of the City (herein referred to as the "Ordinance").
The certif icates are payable from the proceeds of an ad
valorem tax levied, within the limitations prescribed by law, upon
all taxable property in the City and from a limited pledge of the
Net Revenues (as defined in the Ordinance) of the City's combined
Waterworks and Sanitary Sewer System (the "System"), such pledge
of the Net Revenues for the payment of the Certificates being
limited to an amount not in excess of $2,500 and, together with a
parity pledge securing the payment of the Previously Issued
Certificates, being junior and subordinate to the lien on and
pledge of such Net Revenues securing the payment of "Prior Lien
Obligations" (as defined in the Ordinance) now outstanding and
hereafter issued by the City. In the Ordinance, the ci ty
reserves and retains the right to issue Prior Lien obligations
without limitation as to principal amount but subject to any
applicable terms, conditions or restrictions under law or
otherwise.
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Reference is hereby made to the Ordinance, a copy of which is
on file in the principal office of the Paying Agent/Registrar, and
to all the provisions of which the owner or holder of this
certificate by the acceptance hereof hereby assents, for
definitions of terms; the description of and the nature and extent
of the tax levied for the payment of the Certificates; the
properties constituting the System; the Net Revenues pledged to
the payment of the principal of and interest on the Certificates;
the nature and extent and manner of enforcement of the pledge; the
terms and conditions relating to the transfer or exchange of this
certificate; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the
Holders; the rights, duties, and obligations of the City and the
Paying Agent/Registrar; the terms and provisions upon which the
tax levy and the pledges, charges and covenants made therein may
be discharged at or prior to the maturity of this Certificate, and
this certificate deemed to be no longer Outstanding thereunder;
and for the other terms and provisions contained therein.
Capitalized terms used herein have the meanings assigned in the
Ordinance.
This Certificate, subject to certain limitations contained in
the Ordinance, may be transferred on the Security Register only
upon its presentation and surrender at the principal office of the
Paying Agent/Registrar, with the Assignment hereon duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Paying Agent/Registrar duly executed by, the
registered owner hereof, or his duly authorized agent. When a
transfer on the Security Register occurs, one or more new fully
registered certificates of the same Stated Maturity, of authorized
denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The city and the Paying Agent/Registrar, and any agent of
either, shall treat the registered owner whose name appears on the
Security Register (i) on the Record Date as the owner entitled to
paYment of interest hereon, (ii) on the date of surrender of this
certificate as the owner entitled to payment of principal hereof
at its Stated Maturity, and (iii) on any other date as the owner
for all other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of nonpayment of interest on
a scheduled payment date and for thirty (30) days thereafter, a
new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15
days after the Special Record Date) shall be sent at least five
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(5) business days prior to the Special Record Date by united
States Mail, first class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of
such notice.
It is hereby certified, recited, represented and declared
that the City is a body corporate and political subdivision duly
organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of
the certificates is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent to
and in the issuance of the certificates to render the same lawful
and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the state of
Texas, and the Ordinance; that the certificates do not exceed any
Constitutional or statutory limitation; and that due provision has
been made for the paYment of the principal of and interest on the
Certificates as aforestated. In case any provision in this
certificate shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. The terms
and provisions of this certificate and the Ordinance shall be
construed in accordance with and shall be governed by the laws of
the state of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused
this certificate to be duly executed under the official seal of
the City as of the Certificate Date.
CITY OF NORTH RICHLAND HILLS,
TEXAS
COUNTERSIGNED:
Mayor
City Secretary
( SEAL)
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C. *Form of Registration certificate of Comptroller
of Public Accounts to appear on Initial Certificate(s)
only.
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:
Do Not Print on Definitive certificates
D. Form of certificate of paying Agent/Registrar to
appear on Definitive certificates only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under
the provisions of the within-mentioned Ordinance; the certificate
or certificates of the above entitled and designated series
originally delivered having been approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public
Accounts, as shown by the records of the Paying Agent/Registrar.
Registration Date:
BANK ONE, TEXAS, NA,
Fort Worth, Texas,
as Paying Agent/Registrar
By
Authorized signature
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E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns,
and transfers unto (Print or typewrite name, address, and
zip code of transferee:) ......... ............
· . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
· . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Social Security or other identifying number:
................) the within certificate and
thereunder, and hereby irrevocably constitutes
. . . . . . . . . . . . .
all rights
and appoints
· . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
attorney to transfer the within certificate on the books kept
for registration thereof, with full power of substitution in the
premises.
DATED:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4. . . . . . . . . .
... ...... ...... ......
NOTICE: The signature on this assign-
ment 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 paragraph B of this section, except that the form of
a single fully registered Initial certificate shall be
modified as follows:
(i) immediately under the name
headings "Interest Rate
" shall both be omitted;
of the
" and
certificate the
"Stated Maturity
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Dollars
The City of North Richland Hills (hereinafter referred to as
the "City"), a body corporate and municipal corporation in the
County of Tarrant, state of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the
order of the Registered Owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on
February 15 in each of the years and in principal installments in
accordance with the following schedule:
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YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(without right of prepayment prior to maturity) and to pay
interest on the unpaid principal amounts hereof from the
certificate Date at the per annum rate(s) of interest specified
above computed on the basis of a 360-day year of twelve 30-day
months; such interest being payable on February 15 and August 15
in each year, commencing February 15, 1994. Principal
installments of this certificate are payable at its Stated
Maturity to the registered owner hereof, upon its presentation and
surrender, at the principal office of Bank One, Texas, NA, Fort
Worth, Texas (the "paying Agent/Registrar"). Interest is payable
to the registered owner of this Certificate whose name appears on
the "Security Register" maintained by the paying Agent/Registrar
at the close of business on the "Record Date", which is the last
business day of the month next preceding each interest paYment
date hereof and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class
postage prepaid, to the address of the registered owner recorded
in the Security Register or by such other method, acceptable to
the Paying Agent/ Registrar, requested by, and at the risk and
expense of, the registered owner. All paYments of principal of,
premium, if any, and interest on this Certificate shall be without
exchange or collection charges to the owner hereof and in any coin
or currency of the united States of America which at the time of
payment is legal tender for the payment of public and private
debts.
SECTION 10: Definitions. That for purposes of this
Ordinance and for clarity with respect to the issuance of the
certificates herein authorized, and the levy of taxes and
appropriation of Net Revenues therefor, the following words or
terms, whenever the same appears herein without qualifying
language, are defined to mean as follows:
(a) The term "Certificates" shall mean the
$1,185,000 "City of North Richland Hills, Texas, Tax and
Waterworks and Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 1993" authorized by
this Ordinance.
(b) The term "certificate Fund" shall mean the
special Fund created and established under the
provisions of section 10 of this Ordinance.
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(c) 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.
(d) The term "Fiscal Year" shall mean the twelve
month financial accounting period for the System ending
September 30th of each year; provided, however, the
City, by ordinance, may change the Fiscal Year to
another period of not less than twelve calendar months.
(e) The term "Government Obligations" shall m'ean
direct obligations of the united States of America,
including obligations the principal of and interest on
which are unconditionally guaranteed by the United
States of America, and united States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(f) The term "Gross Revenues" shall mean all
income and revenues of every nature derived or received
from the operation and ownership (excluding refundable
meter deposits, restricted gifts and grants in aid of
construction, impact fees charged developers and special
assessments against landowners) of the System, including
earnings and income der i ved from the investment or
deposi t of moneys in any special funds or accounts
created and established for the payment and security of
the Prior Lien Obligations and other obligations payable
solely from and secured only by a lien on and pledge of
the Net Revenues.
(g) The term "Operating and Maintenance Expenses"
shall mean all current expenses of operating and
maintaining the System, including all salaries, labor,
materials, repairs and extensions necessary to render
efficient service; provided, however, that only such
repairs and extensions, as in the judgment of the City
Council, reasonably and fairly exercised, are necessary
to maintain the operations and render adequate service
to the City and the inhabitants thereof, or such as
might be necessary to meet some physical accident or
condition which would otherwise impair obligations
payable from Net Revenues shall be deducted in
determining "Net Revenues". Depreciation charges shall
not be considered Operating and Maintenance Expenses.
Operating and Maintenance Expenses shall include
payments under contracts for the purchase of water
supply, treatment of sewage or other materials, goods or
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services for the System to the extent authorized by law
and the provisions of such contract.
(h) The term "Net Revenues" shall mean Gross
Revenues of the System, with respect to any period,
after deducting the System's Operating and Maintenance
Expenses during such period.
(i) The term "Outstanding" when used in this
Ordinance with respect to Certificates means, as of the
date of determination, all Certificates theretofore
issued and delivered under this Ordinance, except:
(1) those certificates cancelled by the
Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those certificates for which
payment has been duly provided by the City in
accordance with the provisions of section 22
hereof; 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 21 hereof.
(j) The term "Previously Issued certificates"
shall mean the outstanding "City of North Richland
Hills, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue certificates of Obligation,
Series 1992", dated February 1, 1992, originally issued
in the principal amount of $900,000.
(k) The term "Prior Lien obligations" shall mean
all revenue bonds or other obligations, now outstanding
and hereafter issued, payable from and secured, in whole
or in part, by a lien on and pledge of the Net Revenues
of the System, including, but not limited to, the
outstanding and unpaid:
(1) City of North Richland Hills,
Texas, Waterworks and Sewer System
Improvement and Refunding Revenue Bonds,
Series 1989, dated March 1, 1989, and
originally issued in the principal amount of
$9,296,800.25;
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(2) city of North Richland Hills,
Texas, Waterworks and Sewer System Refunding
Revenue Bonds, Series 1989-A, dated March 1,
1989, and originally issued in the principal
amount of $4,041,763.75; and
(3) city of North Richland Hills,
Texas, Waterworks and Sewer System Refunding
Revenue Bonds, Series 1989-B, dated July 1,
1989, and originally issued in the principal
amount of $6,745,050.60.
(1) The term "System" shall mean all properties,
facilities and plants currently owned, operated and
maintained by the City for the supply, treatment and
transmission of treated potable water and the
collection, treatment and disposal of water-carried
wastes, together with all future extensions,
improvements, replacements and additions thereto;
provided, however, that notwithstanding the foregoing,
and to the extent now or hereafter authorized or
permitted by law, the term "System" shall not mean to
include facilities of any kind which are declared not to
be a part of the System and which are acquired or
constructed by or on behalf of the City with the
proceeds from the issuance of "Special Facilities
Bonds", which are hereby defined as being special
revenue obligations of the City which are not Prior Lien
Obligations but which are payable from and secured by
other liens on and pledges of any revenues, sources or
payments, not pledged to the payment of the Prior Lien
obligations including, but not limited to, special
contract revenues or payments received from any other
legal entity in connection with such facilities.
SECTION 11: certificate Fund. That, for the purpose of
paying the interest on and to provide a sinking fund for the
payment, redemption and retirement of the certif icates, there
shall be and is hereby created a special account or fund on the
books and records of the City known as the "SPECIAL SERIES 1993
TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys
deposited to the credit of such Fund shall be kept and maintained
in a banking account at the City's depository bank. Authorized
officials of the City are hereby authorized and directed to make
withdrawals from said Fund sufficient to pay the principal of and
interest on the certificates as the same become due and payable,
and, shall cause to be transferred to the Paying Agent/Registrar
from moneys on deposit in the certificate Fund an amount
sufficient to pay the amount of principal and/or interest falling
due on the Certificates, such transfer of funds to the Paying
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Agent/Registrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying
Agent/Registrar on or before the last business day next preceding
each interest and principal payment date for the certificates.
Pending the transfer of funds to the Paying Agent/Registrar,
money in the Certificate Fund may, at the option of the City, be
invested in obligations identified in, and in accordance with the
provisions of the "Public Funds Investment Act of 1987" relating
to the investment of "bond proceeds" or other applicable laws
governing the investment of interest and sinking funds; provided
that all such investments shall be made in such a manner that the
money required to be expended from said Fund will be available at
the proper time or times. All interest and income derived from
deposits and investments in said certificate Fund shall be
credited to, and any losses debited to, the said certificate Fund.
All such investments shall be sold promptly when necessary to
prevent any default in connection with the certificates.
SECTION 12: Tax Levy. That, to provide for the payment of
the "Debt Service Requirements" on the certificates being (i) the
interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount
shall be the greater), there shall be and there is hereby levied
for the current year and each succeeding year thereafter while
said certificates or any interest thereon shall remain
Outstanding, a sufficient tax on each one hundred dollars'
valuation of taxable property in said City, adequate to pay such
Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed
and collected each year and applied to the paYment of the Debt
Service Requirements, and the same shall not be diverted to any
other purpose. The taxes so levied and collected shall be paid
into the Certificate Fund. The city Council hereby declares its
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.
Accrued interest and premium, if any, received from the
purchasers of the certificates shall be deposited to the
certificate Fund. In addition, any surplus proceeds 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.
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SECTION 13: Limited Pledge of Net Revenues. The City
hereby covenants and agrees that, subject to the prior lien on and
pledge of the Net Revenues of the System to the payment and
security of Prior Lien Obligations, the Net Revenues of the System
in an aggregate amount not to exceed $2,500 are hereby irrevocably
pledged to the payment of the principal of and interest on the
certificates, and the limited pledge of $2,500 of the Net Revenues
of the System herein made for the payment of the certificates
shall constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and shall be on an
parity in all respects with the lien on the Net Revenues securing
the paYment of the Previously Issued Certificates. Furthermore,
such lien on and pledge of the Net Revenues securing the paYment
of the certificates shall be valid and binding without further
action by the City and without any filing or recording except for
the filing of this Ordinance in the records of the city.
SECTION 14: System Fund. The City covenants and agrees
that revenues derived from the operation of the System shall be
accounted for separate and apart from all other funds, accounts
and moneys of the City, and all such revenues shall be deposited
as collected into a fund maintained at an official depository of
the City and known on the books of the City as the "Water and
Sewer System Fund" (hereinafter called the "System Fund"). All
moneys deposited to the credit of the System Fund shall be
allocated, appropriated and budgeted to the extent required for
the following purposes and in the order of priority shown, to wit:
First: To the payment of all necessary and reasonable
Operating and Maintenance Expenses of the System as
def ined herein or required by statute to be a first
charge on and claim against the Gross Revenues of the
System,
Second: To the payment of all amounts required to be
deposited in the special Funds created and established
for the payment, security and benefit of Prior Lien
Obligations in accordance with the terms and provisions
of the ordinances authorizing the issuance of Prior Lien
Obligations.
Third: To the paYment, equally and ratably, of the
limi ted amounts pledged to the payment of the Previously
Issued certificates and the certificates.
Any Net Revenues remaining in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be appropriated
and used for any other City purpose now or hereafter permitted by
law.
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SECTION 15: Security of Funds. All moneys on deposit in
the Funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested) shall be
secured in the manner and to the fullest extent required by the
laws of Texas for the security of public funds, and moneys on
deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 16: Maintenance and Operation - Insurance. The
City shall maintain the System in good condition and operate the
same in an efficient manner and at reasonable cost. In regard to
the operations and properties of the System, the City also agrees
to carry and maintain liability and property damage insurance of
the kind and in the amounts carried by municipal corporations in
Texas owning and operating similar facilities and providing like
services; provided, however, the City in lieu of and/or in
combination with carrying such insurance may self-insure against
such perils and risks by establishing self-insurance reserves.
Annually each year not later than the end of each Fiscal Year, the
City shall prepare or cause to be prepared by a person competent
and knowledgeable in such matters a written evaluation of the
adequacy of such self-insurance and/or insurance coverage and of
any recommended changes in regard to the ci ty' s
insurance/self-insurance policies, practices and procedures.
SECTION 17: Remedies in Event of Default. In
addition to all the rights and remedies provided by the laws of
the State of Texas, the City covenants and agrees particularly
that in the event the City (a) defaults in the payments to be made
to the certificate Fund, or (b) defaults in the observance or
performance of any other of the covenants, conditions or
obligations set forth in this Ordinance, the owner or owners of
any of the Certificates shall be entitled to a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring
the governing body of the City and other officers of the City to
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 18: Special Covenants.
covenants as follows:
The City hereby further
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(a) That it has the lawful power to pledge the Net
Revenues of the System to the paYment of the
certificates in the manner herein contemplated and has
lawfully exercised such power under the Constitution and
laws of the state of Texas, including said power
existing under Articles 1111 et seq., V.A.T.C.S. and
V.T.C.A., Local Government Code, sections 271.041, et
seq.
(b) That other than for the paYment of the
Certif icates, the Previously Issued certif icates
identified in section 10(j), and the Prior Lien
Obligations identified in section 10(k) hereof, 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.
SECTION 19: Issuance of Prior Lien obligations. The City
expressly reserves the right to hereafter issue Prior Lien
obligations, without limitation as to principal amount but subject
to any terms, conditions or restrictions applicable thereto under
law or otherwise. Prior Lien Obligations hereafter issued may be
payable, in whole or in part, from the Net Revenues (without
impairment of the obligation of contract with the Holders of the
Certificates) upon such terms and conditions as the City Council
may determine. Addi tionally, the City reserves the right to issue
obligations payable, in whole or in part, from the Net Revenues of
the System and, to the extent provided, secured by a lien on and
pledge of the Net Revenues of equal rank and dignity with the lien
and pledge securing the payment of the certificates and the
Previously Issued certificates.
SECTION 20: Application of Prior Lien Obligations
Covenants and Aqreements. It is the intention of this governing
body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon
the management and operations of the System, and the administering
and application of revenues derived from the operation thereof,
shall to the extent possible be harmonized with like provisions,
agreements and covenants contained in the ordinances authorizing
the issuance of the Prior Lien Obligations, and to the extent of
any irreconcilable conflict between the provisions contained
herein and in the ordinances authorizing the issuance of the Prior
Lien Obligations, the provisions, agreements and covenants
contained therein shall prevail to the extent of such conflict and
be applicable to this Ordinance but in all respects subject to the
priority of rights and benefits, if any, conferred thereby to the
holders of the Prior Lien obligations. Notwithstanding the above,
any change or modification affecting the application of revenues
derived from the operation of the System shall not impair the
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obligation of contract with respect to the limited pledge of
revenues herein made for the payment and security of the
Certificates.
SECTION 21: Mutilated - Destroyed - Lost and Stolen
Certificates. In case any certificate shall be mutilated, or
destroyed, lost or stolen, the paying Agent/Registrar may execute
and deliver a replacement Certificate of like form and tenor, and
in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for
such mutilated Certificate, or in lieu of and in substitution for
such destroyed, lost or stolen Certificate, only upon the approval
of the City and after (i) the filing by the Holder thereof with
the Paying Agent/Registrar of evidence satisfactory to the Paying
Agent/Registrar of the destruction, loss or theft of such
Certificate, and of the authenticity of the ownership thereof and
(ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the city and the
paying Agent/Registrar harmless. All expenses and charges
associated with such indemnity and with the preparation, execution
and delivery of a replacement certificate shall be borne by the
Holder of the Certificate mutilated, or destroyed, lost or stolen.
Every replacement certif icate issued pursuant to this section
shall be a valid and binding obligation, and shall be entitled to
all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates; notwithstanding the enforceability
of payment by anyone of the destroyed, lost, or stolen
Certificates.
The provisions of this section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement and payment of mutilated, destroyed,
lost or stolen certificates.
SECTION 22: Satisfaction of Obligation of citv. If the
City shall payor cause to be paid, or there shall otherwise be
paid to the Holders, the principal of, premium, if any, and
interest on the Certif icates, at the times and in the manner
stipulated in this Ordinance, then the pledge of taxes levied
under this Ordinance and the Net Revenues of the System (to the
extent such limited pledge of Net Revenues shall not have been
discharged or terminated by prior payment of principal of or
interest on the Certificates) and all covenants, agreements, and
other obligations of the City to the Holders shall thereupon
cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be
deemed to have been paid within the meaning and with the effect
expressed above in this Section when (i) money sufficient to pay
0088233
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in full such certificates or the principal amount(s) thereof at
maturity, together with all interest due thereon, shall have been
irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii) Government
obligations shall have been irrevocably deposited in trust with
the Paying Agent/Registrar, or an authorized escrow agent, which
Government Obligations have been certified by an independent
accounting firm to mature as to principal and interest in such
amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and
interest on such Certificates, or the principal amount(s) thereof,
on and prior to the Stated Maturity thereof. The city covenants
that no deposit of moneys or Government Obligations will be made
under this section and no use made of any such deposit which would
cause the certificates to be treated as "arbitrage bonds" within
the meaning of section 148 of the Internal Revenue Code of 1986,
as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or
an authorized escrow agent, and all income from Government
Obligations held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this section which is not
required for the payment of the certificates, or any principal
amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited shall be remitted to the city or
deposi ted as directed by the city. Furthermore, any money held by
the Paying Agent/Registrar for the payment of the principal of and
interest on the certificates and remaining unclaimed for a period
of four (4) years after the Stated Maturity of the certificates
such moneys were deposited and are held in trust to pay shall upon
the request of the city be remitted to the city against a written
receipt therefor. Notwithstanding the above and foregoing, any
remittance of funds from the Paying Agent/Registrar to the City
shall be subject to any applicable unclaimed property laws of the
State of Texas.
SECTION 23: Ordinance a Contract -Amendments. This
Ordinance shall constitute a contract with the Holders from time
to time, be binding on the city, and shall not be amended or
repealed by the City so long as any Certificate remains
Outstanding except as permitted in this section. The City may,
without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders, including the curing
of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the consent of Holders
holding a majority in aggregate principal amount of the
certificates then outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided that,
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without the consent of all Holders of outstanding Certificates, no
such amendment, addition, or rescission shall (1) extend the time
or times of payment of the principal of, premium, if any, and
interest on the Certificates, reduce the principal amount thereof,
or the rate of interest thereon, or in any other way modify the
terms of payment of the principal of, premium, if any, or interest
on the Certificates, (2) give any preference to any certificate
over any other Certificate, or (3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent
to any such amendment, addition, or rescission.
SECTION 24:
Covenants to Maintain Tax-Exempt status.
(a) Definitions. When used in this section 24, the
following terms have the following meanings:
"Code" means the Internal Revenue Code of 1986, as
amended by all legislation, if any, enacted on or before
the Issue Date.
"Computation Date" has the meaning stated in Treas.
Reg. § 1.148-8(b) (1).
"Gross Proceeds" has the meaning stated in Treas.
Reg. § 1.148-8(d).
"Investment" has the meaning stated in Treas.
Reg. § 1.148-8(e).
"Issue Date" means the date on which the
certificates are first authenticated and delivered to
the initial purchasers against payment therefor.
"Nonpurpose Investment" means any Investment in
which Gross Proceeds of the certificates are invested
and which is not acquired to carry out the governmental
purpose of the certificates.
"Rebatable Arbitrage" has the meaning stated in
Treas. Reg. § 1.148-2.
"Yield of"
(1) any Investment shall be computed in
accordance with Treas. Reg. §1.148-2, and
(2) the certificates has the meaning
stated in Treas. Reg. § 1.148-3.
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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,
respecti vely , would cause the interest on any certif icate to
become includable in the gross income, as defined in section 61 of
the Code, of the owner thereof for federal income tax purposes.
without limiting the generality of the foregoing, unless and until
the City shall have received a written opinion of counsel
nationally recognized in the field of municipal bond law to the
effect that failure to comply with such covenant will not
adversely affect the exclusion of interest on any certificate from
gross income for federal income tax purposes pursuant to section
103 of the Code, the City shall comply with each of the specific
covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted
by section 141 of the Code and the regulations and rulings
thereunder, the City, at all times prior to the last Stated
Maturity of Certificates,
(1) shall exclusively own, operate, and possess
all property acquired, constructed or improved directly
or indirectly with Gross Proceeds of the certificates
and shall not use or permit the use of such Gross
Proceeds or any property acquired, constructed, or
improved with such Gross Proceeds in any activity
carried on by any person or entity other than a state or
local government, unless such use is solely as a member
of the general public, or
(2) shall not directly or indirectly impose or
accept any charge or other payment for use of Gross
Proceeds of the certificates or for any property
acquired, constructed or improved indirectly with such
Gross Proceeds, other than taxes of general application
within the City or interest earned on investments
acquired with such Gross Proceeds pending application
for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the regulations and rulings
thereunder, the City shall not use Gross Proceeds of the
certificates to make or finance loans to any person or entity
other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be
"loaned" to a person or entity if (1) property acquired,
constructed, or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction which creates a
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debt for federal income tax purposes, (2) capacity in or service
from such property is committed to such person or entity under a
take-or-pay, output, or similar contract or arrangement, or (3)
indirect benefits, or burdens and benefits of ownership, of such
Gross Proceeds or any property acquired, constructed, or improved
with such Gross Proceeds are otherwise transferred in a
transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent
permitted by section 148 of the Code and the regulations and
rulings thereunder, the City shall not, at any time prior to the
final stated Maturity of the Certificates, directly or indirectly
invest Gross Proceeds of the certificates in any Investment (or
use such Gross Proceeds to replace money so invested), if as a
result of such investment the Yield of all Investments allocated
to such Gross Proceeds whether then held or previously disposed
of, exceeds the Yield of the certificates.
(f) Not Federally Guaranteed. Except to the extent
permitted by section 149(b) of the Code and the regulations and
rulings thereunder, the City shall not take or omit to take any
action which would cause the certificates to be federally
guaranteed within the meaning of section 149(b) of the Code and
the regulations and rulings thereunder.
(g) Information Report. The City shall timely file with the
Secretary of the Treasury the information required by section
149(e) of the Code with respect to the certificates on such form
and in such place as such Secretary may prescribe.
(h) Payment of Rebatable Arbitrage. Except to the extent
otherwise provided in section 148(f) of the Code and the
regulations and rulings thereunder,
(1) The City shall account for all Gross Proceeds
of the Certificates (including all receipts,
expenditures, and investments thereof) on its books of
account separately and apart from all other funds (and
receipts, expenditures, and investments thereof) and
shall maintain all records of such accounting with the
official transcript of the proceedings relating to the
issuance of the certificates until six years after the
final Computation Date. The City may, however, to the
extent permitted by section 148(f) of the Code and the
regulations thereunder, commingle Gross Proceeds of the
certificates with other money of the City, provided that
the City separately accounts for each receipt and
expenditure of such Gross Proceeds and the obligations
acquired therewith.
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(2) Not less frequently than each Computation
Date, the City shall either (i) cause to be calculated
by a nationally recognized accounting or financial
advisory firm or (ii) calculate and cause its
calculations to be verified by a nationally recognized
accounting or financial advisory firm, in either case in
accordance with rules set forth in section 148(f) of the
Code and Treas. Reg. § 1.148-2 and rulings thereunder,
the Rebatable Arbitrage with respect to the
certificates. The City shall maintain such calculations
relating to the certificates until six years after the
final Computation Date.
(3) As additional consideration for the purchase
of the Certificates by the initial purchasers thereof
and the loan of the money represented thereby, and in
order to induce such purchase by measures designed to
result in the 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 the amount described in paragraph (2) above and
the amount described in paragraph (4) below, 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(f) of the Code and
Treas. Reg. §§ 1.148-1 through 1.148-9 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 Treas. Reg. § 1.148-1(c) (2) and any penalty
under Treas. Reg. § 1.148-1(c) (3) (ii) (B).
SECTION 25: Sale of certificates. Pursuant to a public
sale for the Certificates, the bid submitted by
(herein
referred to as the "Purchasers") is declared to be the best bid
received producing the lowest net effective interest cost to the
City, and the sale of the certificates to said Purchasers at the
price of par and accrued interest to the date of delivery, plus a
premium of $ , is hereby approved and confirmed. Delivery
of the Certificates to the Purchasers shall occur as soon as
possible upon payment being made therefor in accordance with the
terms of sale.
0088233
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SECTION 26: Oualified Tax Exempt obligations. In
accordance with the provisions of paragraph 3 of subsection b of
Section 265 of the Code, the city hereby designates the
certificates to be "qualified tax exempt obligations" in that the
certificates are not "private activity bonds" as defined in the
Code and the reasonably anticipated amount of "qualified tax
exempt obligations" to be issued by the City (including all
subordinate entities of the City) for the calendar year 1993 will
not exceed $10,000,000.
SECTION 27: Official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates by
the city, together with all addendas, supplements and amendments
thereto issued on behalf of the City, is hereby approved as to
form and content, and the City Council hereby finds that the
information and data contained in said Official Statement
pertaining to the City and its financial affairs is true and
correct in all material respects and no material facts have been
omitted therefrom which are necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading. The use of such Official Statement in the
reoffering of the certificates by the Purchasers is hereby
approved and authorized.
SECTION 28: Proceeds of Sale. The proceeds of sale of the
certificates, excluding the accrued interest received from the
Purchasers, shall be deposited in a construction fund maintained
at the City's depository bank. Pending expenditure for authorized
projects and purposes, such proceeds of sale may be invested in
authorized investments and, subject to the provisions of section
24(h) hereof, any investment earnings realized shall be expended
for such authorized projects and purposes or deposited in the
certificate Fund as shall be determined by the City Council. All
surplus proceeds of sale of the certificates, including investment
earnings, remaining after completion of all authorized projects or
purposes and paying or making provision for the payment of the
amounts owed pursuant to section 24 (h) (2) hereof, shall be
deposited to the credit of the certificate Fund.
SECTION 29: Control and Custody of Proceedings. Pending
settlement for the purchase of the certificates by the Purchasers,
the appropriate City officials and representatives are hereby
authorized and directed to initiate and undertake the necessary
arrangements to complete the issuance of such obligations by the
ci ty to the initial purchasers, including the preparation and
printing, if any, on behalf of the City of the Initial certificate
and the certificates to be delivered in lieu thereof and the
preparation of a record of proceedings relating to the issuance of
the certificates for the approval of the certificates by the
0088233
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Attorney General of the state of Texas and the registration
thereof by the Comptroller of Public Accounts.
Furthermore, the Mayor, City Secretary, City Manager, and
Director of Finance, anyone or more of said officials, are hereby
authorized and directed to furnish and execute such documents and
certifications relating to the City and the issuance of the
Certificates, including a certification as to facts, estimates,
circumstances and reasonable expectations pertaining to the use
and expenditure and investment of the proceeds of the certificates
as may be necessary for the approval of the Attorney General and
their registration by the Comptroller of Public Accounts. In
addition, such officials, together with the City's financial
advisor, bond counsel and the Paying Agent/ Registrar, are
authorized and directed to make the necessary arrangements for the
delivery of the Initial Certificate(s) to the initial purchasers.
SECTION 30: Notices to Holders-Waiver. . Wherever this
Ordinance provides for notice to Holders of any event, such notice
shall be sUfficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first
class postage prepaid, to the address of each Holder appearing in
the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither
the failure to mail such notice to any particular Holders, nor any
defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other certificates. Where this
Ordinance provides for notice in any manner, such notice may be
waived in writing by the Holder entitled to receive such notice,
either before or after the event with respect to which such notice
is given, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon
such waiver.
SECTION 31: Cancellation. All certificates surrendered
for payment, transfer, exchange, or replacement, if surrendered to
the paying Agent/Registrar, shall be promptly cancelled by it and,
if surrendered to the City, shall be delivered to the Paying
Agent/Registrar and, if not already cancelled, shall be promptly
cancelled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any
Certificates previously certified or registered and delivered
which the City may have acquired in any manner whatsoever, and all
Certif icates so delivered shall be promptly cancelled by the
Paying Agent/Registrar. All cancelled certificates held by the
Paying Agent/Registrar shall be returned to the City.
0088233
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SECTION 32: Market Opinion. The Purchasers' obligation to
accept delivery of the certificates is subject to being furnished
a final opinion of Fulbright & Jaworski, Dallas, Texas, approving
the certificates as to their validity, said opinion to be dated
and delivered as of the date of delivery and paYment for the
Certificates. An executed counterpart of said opinion shall
accompany the global certificates deposited with The Depository
Trust Company or a reproduction thereof shall be printed on the
definitive certificates in the event the book entry only system
shall be discontinued.
SECTION 33: CUSIP Numbers. CUSIP numbers may be printed
or typed on the definitive certificates. It is expressly
provided, however, that the presence or absence of CUSIP numbers
on the definitive certificates shall be of no significance or
effect as regards the legality thereof and neither the City nor
attorneys approving the Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed .or typed on the
definitive certificates.
SECTION 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, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim,
legal or equitable, under or by reason of this Ordinance or any
provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the
City, the Paying Agent/Registrar and the Holders.
SECTION 35: Inconsistent Provisions. All ordinances,
orders or resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of
this Ordinance shall be and remain controlling as to the matters
contained herein.
SECTION 36: Governinq Law. This Ordinance shall be
construed and enforced in accordance with the laws of the State of
Texas and the united States of America.
SECTION 37: Effect of Headings.
herein are for convenience only and
construction hereof.
The
shall
section headings
not affect the
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.
0088233
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SECTION 39: Severability. If any provision of this
Ordinance or the application thereof to any circumstance shall be
held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be
valid, and the city council hereby declares that this Ordinance
would have been enacted without such invalid provision.
SECTION 40: Public Meeting. It is officially found,
determined, and declared that the meeting at which this Ordinance
is adopted was open to the public and public notice of the time,
place, and subject matter of the pUblic business to be considered
at such meeting, including this Ordinance, was given, all as
required by Article 6252-17, Vernon's Texas Civil Statutes, as
amended.
SECTION 41: Effective Date. This Ordinance shall be in
full force and effect from and after its passage on the date shown
below and it is so ordained.
PASSED AND ADOPTED, this May 10, 1993.
CITY OF NORTH RICHLAND HILLS,
TEXAS
ATTEST:
e-1~.'-Jß ~
Mayor
J
n#~7V~
1ty Secretary
APPROVED AS TO LEGALITY:
(city Seal)
0088233
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EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of May 10, 1993 (this
"Agreement"), by and between the City of North Richland Hills,
Texas (the "Issuer"), and Bank One, Texas NA, Fort Worth, Texas, a
state banking corporation duly organized and existing under the
laws of the Team Bank, Fort Worth, Texas (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the
issuance of its "City of North Richland Hills, Texas, Tax and
Waterworks and Sewer System (Limited Pledge) Revenue certificates
of Obligation, Series 1993" (the "Securities") in the aggregate
principal amount of $1,185,000, such Securities to be issued in
fully registered form only as to the payment of principal and
interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the
initial purchasers thereof on or about June 15, 1993; and
WHEREAS, the Issuer has selected the Bank to serve as Paying
Agent/Registrar in connection with the paYment of the principal of,
premium, if any, and interest on said Securities and with respect
to the registration, transfer and exchange thereof by the
registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for
and on behalf of the Issuer and has full power and authority to
perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent
with respect to the Securities, and, as Paying Agent for the
Securities, the Bank shall be responsible for paying on behalf of
the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered
owners thereof; all in accordance with this Agreement and the "Bond
Resolution" (hereinafter defined).
0088230
The Issuer hereby appoints the Bank as Registrar with respect to
the Securities and, as Registrar for the securities, the Bank shall
keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the
transfer and exchange thereof as provided herein and in the "Bond
Resolution".
The Bank hereby accepts its appointment, and agrees to serve
as the Paying Agent and Registrar for the Securities.
section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees
and amounts set forth in Annex A attached hereto for the first year
of this Agreement and thereafter the fees and amounts set forth in
the Bank's current fee schedule then in effect for services as
Paying Agent/Registrar for municipalities, which shall be supplied
to the Issuer on or before 90 days prior to the close of the Fiscal
Year of the Issuer, and shall be effective upon the first day of
the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the
expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and
after which the principal or any or all installments of
interest, or both, are due and payable on any Security which
has become accelerated pursuant to the terms of the Security.
"Bank Office" means the principal office of the Bank as
indicated on page 12 hereof. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
0088230
-2-
which the Securities are issued, certified by the Secretary or
any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending
September 30th.
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City secretary, City Manager, or Director of Finance,
anyone or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required
or authorized to be closed.
"Person" means any individual, corporation, partnership,
joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or
political subdivision of a government.
"Predecessor Securities" of any particular Security means
every previous Security evidencing all or a portion of the
same obligation as that evidenced by such particular Security
(and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement
Security has been registered and delivered in lieu thereof
pursuant to section 4.06 hereof and the Resolution).
"Redemption Date" when used with respect to any Security
to be redeemed means the date fixed for such redemption
pursuant to the terms of the Bond Resolution.
"Responsible Officer" when used with respect to the Bank
means the Chairman or Vice-Chairman of the Board of Directors,
the Chairman or Vice-Chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer
of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.
0088230
-3-
"Security Register" means a register maintained by the
Bank on behalf of the Issuer providing for the registration
and transfers of Securities.
"stated Maturity" means the date specified in the Bond
Resolution the principal of a Security is scheduled to be due
and payable.
section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)" have
the meanings assigned to them in the recital paragraphs of this
Agreement.
The term "paying Agent/Registrar" refers to the Bank in the
performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
section 3.01. Duties of Payinq Agent.
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the principal of each
Security at its Stated Maturity, Redemption Date, or Acceleration
Date, to the Holder upon surrender of the Security to the Bank at
the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid
each Holder and making payment thereof to the Holders of the
Securities (or their Predecessor Securities) on the Record Date.
All paYments of principal and/or interest on the Securities to the
registered owners shall be accomplished (1) by the issuance of
checks, payable to the registered owners, drawn on the fiduciary
account provided in section 5.05 hereof, sent by United States
mail, first class, postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the
Bank, requested in writing by the Holder at the Holder's risk and
expense.
section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of
and interest on the Securities at the dates specified in the Bond
Resolution.
0088230
-4-
ART I CLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the
Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names and
addresses of the Holders of the Securities, the transfer, exchange
and replacement of the Securities and the payment of the principal
of and interest on the Securities to the Holders and containing
such other information as may be reasonably required by the Issuer
and subject to such reasonable regulations as the Issuer and Bank
may prescribe. All transfers, exchanges and replacement of
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of
transfer, the signature on which has been guaranteed by an officer
of a federal or state bank or a member of the National Association
of Securities Dealers, in form satisfactory to the Bank, duly
executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels
necessary to effect a re-registration, transfer or exchange of the
Securities.
To the extent possible and under reasonable circumstances, the
Bank agrees that, in relation to an exchange or transfer of
Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holder or the
assignee of the Holder in not more than three (3) business days
after the receipt of the Securities to be cancelled in an exchange
or transfer and the written instrument of transfer or request for
exchange duly executed by the Holder, or his duly authorized agent,
in form and manner satisfactory to the Paying Agent/Registrar.
section 4.02. certificates.
In the event the book-entry only system for settlement and
transfer and payment of the Securities should be discontinued, the
Issuer shall provide an adequate inventory of printed Securities to
facilitate transfers or exchanges thereof. The Bank covenants that
the inventory of printed Securities will be kept in safekeeping
pending their use and reasonable care will be exercised by the Bank
in maintaining such Securities in safekeeping, which shall be not
less than the care maintained by the Bank for debt securities of
other governments or corporations for which it serves as registrar,
or that is maintained for its own securities.
0088230
-5-
section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register
relating to the registration, payment, transfer and exchange of the
Securities in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be
obligated to maintain such Security Register in any form other than
those which the Bank has currently available and currently utilizes
at the time.
The security Register may be maintained in written form or in
any other form capable of being converted into written form within
a reasonable time.
section 4.04. List of Securitv Holders.
The Bank will provide the Issuer at any time requested by the
Issuer, upon paYment of the required fee, a copy of the information
contained in the Security Register. The Issuer may also inspect
the information contained in the Security Register at any time the
Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the contents of the
security Register to any person other than to, or at the written
request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law.
Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will
notify the Issuer so that the Issuer may contest the court order or
such release or disclosure of the contents of the Security
Register.
section 4.05. Return of Cancelled certificates.
The Bank will, at such reasonable intervals as it determines,
surrender to the Issuer, Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been
paid.
section 4.06. Mutilated, Destroyed, Lost or Stolen Securi-
ties.
The Issuer hereby instructs the Bank, subject to the
provisions of section 21 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities as long as the same does not
result in an overissuance.
0088230
-6-
In case any Security shall be mutilated, or destroyed, lost or
stolen, the Bank, in its discretion, may execute and deliver a
replacement Security of like form and tenor, and in the same
denomination and bearing a number not contemporaneously
outstanding, in exchange and substitution for such mutilated
Security, or in lieu of and in substitution for such destroyed lost
or stolen Security, only upon the approval of the Issuer and after
(i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss or theft of such
Security, and of the authenticity of the ownership thereof and (ii)
the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the
preparation, execution and delivery of a replacement Security shall
be borne by the Holder of the Security mutilated, or destroyed,
lost or stolen.
section 4.07. Transaction Information to I~suer.
The Bank will, wi thin a reasonable time after receipt of
written request from the Issuer, furnish the Issuer information as
to the Securities it has paid pursuant to section 3.01, Securities
it has delivered upon the transfer or exchange of any Securities
pursuant to section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen
Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and
agrees to use reasonable care in the performance thereof.
section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on
certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be
proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank to
expend or risk its own funds or otherwise incur any financial
liability for performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have
0088230
-7-
reasonable grounds for believing that repaYment of such funds or
adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document believed by
it to be genuine and to have been signed or presented by the proper
party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities
containing an endorsement or instruction of transfer or power of
transfer which appears on its face to be signed by the Holder or
an agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, s~curity, or other
paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice
of such counselor any opinion of counsel shall be full and
complete authorization and protection with respect to any action
taken, suffered, or omitted by it hereunder in good faith and in
reliance thereon.
(f) The Bank may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through
agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and
in the Securities shall be taken as the statements of the Issuer,
and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder
or Holders of any Security, or any other Person for any amount due
on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the
Issuer with the same rights it would have if it were not the Paying
Agent/Registrar, or any other agent.
Section 5.05. Moneys
Collateralization.
Held bv Bank - Fiduciary Account/
0088230
-8-
A fiduciary account shall at all times be kept and maintained
by the Bank for the receipt, safekeeping and disbursement of moneys
received from the Issuer hereunder for the paYment of the
securities, and money deposited to the credit of such account until
paid to the Holders of the Securities shall be continuously
collateralized by securities or obligations which qualify and are
eligible under both the laws of the state of Texas and the laws of
the United states of America to secure and be pledged as collateral
for fiduciary accounts to the extent such money is not insured by
the Federal Deposit Insurance Corporation. Payments made from such
fiduciary account shall be made by check drawn on such fiduciary
account unless the owner of such Securities shall, at its own
expense and risk, request such other medium of paYment.
The Bank shall be under no liability for interest on any money
received by it hereunder.
Subject to the applicable unclaimed property laws of the State
of Texas, any money deposited with the Bank for the payment of the
principal, premium (if any), or interest on any Security and
remaining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to the
Issuer, and the Holder of such Security shall thereafter look only
to the Issuer for payment thereof, and all liability of the Bank
with respect to such moneys shall thereupon cease.
section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify
the Bank for, and hold it harmless against, any loss, liability, or
expense incurred without negligence or bad faith on its part,
arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the
exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its
person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the
Bank Office or the administrative offices of the Issuer is located,
and agree that service of process by certified or registered mail,
return receipt requested, to the address referred to in
section 6.03 of this Agreement shall constitute adequate service.
The Issuer and the Bank further agree that the Bank has the right
to file a Bill of Interpleader in any court of competent
0088230
-9-
jurisdiction to determine the rights of any Person claiming any
interest herein.
Section 5.08.
DT Services.
It is hereby represented and warranted that, in the event the
Securities are otherwise qualified and accepted for "Depository
Trust Company" services or equivalent depository trust services by
other organizations, Bank has the capability and, to the extent
within its control, will comply with the "Operational
Arrangements", effective August 1, 1987, which establishes
requirements for securities to be eligible for such type depository
trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing
signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the
prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice,
consent, walver, or other document provided or permitted hereby to
be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses
shown on page 12.
Section 6.04. Effect of Headings.
The Article and section headings herein are for convenience
only and shall not affect the construction hereof.
section 6.05. Successors and Assiqns.
All covenants and agreements herein by the Issuer shall bind
its successors and assigns, whether so expressed or not.
Section 6.06. Severability.
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In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy, or claim
hereunder.
section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the entire
agreement between the parties hereto relative to the Bank acting as
paying Agent/Registrar and if any conflict exists between this
Agreement and the Bond Resolution, the Bond Resolution shall
govern.
section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall
constitute one and the same Agreement.
section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders
thereof or (ii) may be earlier terminated by either party upon
sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be
effective until (a) a successor Paying Agent/Registrar has been
appointed by the Issuer and such appointment accepted and (b)
notice given to the Holders of the Securities of the appointment of
a successor paying Agent/Registrar. Furthermore, the Bank and
Issuer mutually agree that the effective date of an early
termination of this Agreement shall not occur at any time which
would disrupt, delay or otherwise adversely affect the payment of
the Securities.
Upon an early termination of this Agreement, the Bank agrees
to promptly transfer and deliver the Security Register (or a copy
thereof), together with other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar
designated and appointed by the Issuer.
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The provisions of section 1.02
survive and remain in full force
termination of this Agreement.
and of Article Five shall
and effect following the
section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
BANK ONE, TEXAS, NA,
Fort Worth, Texas
BY
Title:
[SEAL]
Attest:
Address: P. O. Box 2604
Fort Worth, Texas 76113
Title:
CITY OF NORTH RICHLAND HILLS, TEXAS
(CITY SEAL)
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Attest:
Address: P. o. ox 820609
North Richland Hills,
Texas 76182
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'èß' Secretary
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