HomeMy WebLinkAboutOrdinance 1565
ORDINANCE NO. 1565
AN ORDINANCE authorizing the issuance of "CITY OF
NORTH RICHLAND HILLS, TEXAS, TAX AND GOLF COURSE
REVENUE CERTIFICATES OF OBLIGATION, SERIES
1988"; 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 pledge of the net revenues received
from the City's Golf Course Facilities; and
resolving other matters incident and relating to
the issuance, paYment, security, sale and
delivery of said Certificates, including the
approval and distribution of an Official
Statement pertaining thereto; and providing an
effective date.
WHEREAS, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$4,500,000 for the purpose of paying contractual obligations to
be incurred for (i) constructing and equipping a municipal golf
course, including a clubhouse and maintenance/storage
facilities and the purchase of equipment and machinery for
maintaining and operating such golf course, and (ii)
professional services rendered in connection therewith, has
been duly published in the Fort Worth Star-Telegram a
newspaper hereby found and determined to be of general
circulation in the City of North Richland Hills, Texas,
on August 17, 1988 and August 24 , 1988, 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 described ln the aforesaid notice
and bearing valid petition signatures of 5% or more of the
qualified electors of the City, has been presented to or filed
with the City Secretary on or prior to the date of the passage
of this ordinance; and
WHEREAS, the Council hereby finds and determines that
$4,230,000 in principal amount of the certificates of
obligation described in such notice should be issued and sold
at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF 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 $4,230,000, to be designated and bear the
title "CITY OF NORTH RICHLAND, TEXAS, TAX AND GOLF COURSE
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1988" (hereinafter
referred to as the "Certificates"), for the purpose of paying
contractual obligations to be incurred for (i) constructing and
equipping a municipal golf course, including a clubhouse and
maintenance/storage facilities and the purchase of equipment
and machinery for maintaining and operating such golf course,
and (ii) professional services rendered in connection
therewith, 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-Certificate Date-
Authorized Denominations-Stated Maturities-Interest Rates. The
Certificates shall be issued as fully registered obligations
only, shall be dated September l, 1988 (the "Certificate
Date"), shall be in denominations of $5,000 or any integral
multiple (wi thin a Stated Maturi ty) thereof, and shall become
due and payable on September 1 in each of the years and in
principal amounts (the "Stated Maturities") and bear interest
at the rate(s) per annum in accordance with the following
schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
1991 $105,000 9.50 %
1992 120,000 9.50 %
1993 130,000 9.50 %
1994 145,000 9.50 %
1995 160,000 9.50 %
1996 170,000 9.50 %
1997 l85,000 9.50 %
1998 195,000 9.50 %
1999 210,000 7.70 %
2000 225,000 7.20 %
200l 245,000 7.30 %
2002 265,000 7.40 %
2003 285,000 7.40 %
2004 305,000 7.50 %
2005 330,000 7.50 %
2006 355,000 7.50 %
2007 385,000 6.50 %
2008 415,000 6.50 %
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The Certificates shall bear interest on the unpaid
principal amount thereof from the Certificate Date at the per
annum rate(s) shown above in this Section (computed on the
basis of a 360-day year of twelve 30-day months). Interest on
the Certificates shall be payable semiannually on March land
September 1 in each year, commencing September 1, 1989.
SECTION 3: Terms of Payment-Paying Agent/Registrar.
The principal of, premium, if any, and the interest on the
Certificates, due and payable by reason of maturity, redemption
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 Texas American Bank/Fort
Worth, N.A., Fort Worth, Texas to serve as Paying
Agent/Registrar for the Certificates is hereby approved and
confirmed. 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
Ci ty agrees to promptly cause a wri tten 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 Maturi ties or the redemption
thereof, 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 l5th 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 on which
banking institutions in the City where the Paying
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.
Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
In the event of a nonpayment of interest on a scheduled
paYment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date") will
be established by the Paying Agent/ Registrar, if and when
funds for the payment of such interest have been received from
the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address
of each Holder appearing on the Security Register at the close
of business on the last business next preceding the date of
mailing of such notice.
SECTION 4: Redemption. (a) Optional Redemption. The
Certificates having Stated Maturities on and after September l,
1999, shall be subject to redemption prior to maturi ty, at the
option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on September 1,
1998 or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five
(45) days prior to a redemption date for the Certificates
(unless a shorter notification period shall be satisfactory to
the Paying Agent/Registrar), the City shall notify the Paying
Agent/Registrar of the decision to redeem Certificates, the
principal amount of each Stated Maturi ty to be redeemed, and
the date of redemption therefor. The decision of the City to
exercise the right to redeem Certificates shall be entered in
the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less
than all Outstanding Certificates of the same Stated Maturity
are to be redeemed on a redemption date, the Paying Agent/
Registrar shall treat such Certificates as representing the
number of Certificates Outstanding which is obtained by
dividing the principal amount of such Certificates by $5,000
and shall select the Cert i f icates to be redeemed wi thin such
Stated Maturity by lot.
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(d) Notice of Redemption. Not less than thirty (30) days
prior to a redemption date for the Certificates, a notice of
redemption shall be sent by United States Mail, first class
postage prepaid, in the name of the City and at the Ci ty 's
expense, to each Holder of a Certificate to be redeemed in
whole or in part at the address of the Holder appearing on the
Security Register at the close of business on the business day
next preceding the date of mailing such notice, and any notice
of redemption so mailed shall be conclusively presumed to have
been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of
redemption for the Certificates, (ii) identify the Certificates
to be redeemed and, in the case of a portion of the principal
amount to be redeemed, the principal amount thereof to be
redeemed, (iii) state the redemption price, (iv) state that the
Certificates, or the portion of the principal amount thereof to
be redeemed, shall become due and payable on the redemption
date specified, and the interest thereon, or on the portion of
the principal amount thereof to be redeemed, shall cease to
accrue from and after the redemption date, and (v) specify that
payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the
principal office of the Paying Agent/Registrar only upon
presentation and surrender thereof by the Holder. If a
Certificate is subject by its terms to prior redemption and has
been called for redemption and notice of redemption thereof has
been duly given as hereinabove provided, such Certificate (or
the principal amount thereof to be redeemed) shall become due
and payable and interest thereon shall cease to accrue from and
after the redemption date therefor; provided moneys sufficient
for the payment of such Certificate (or of the principal amount
thereof to be redeemed) at the then applicable redemption price
are held for the purpose of such payment by the Paying
Agent/Registrar.
SECTION 5: Registration Transfer Exchange of
Certificates-Predecessor Certificates. A Security Register
relating to the registration, payment, and transfer or exchange
of the Certificates shall at all times be kept and maintained
by the City at the principal office of the Paying
Agent/Registrar, as provided herein and in accordance wi th the
provisions of an agreement with the Paying Agent/Registrar and
such rules and regulations as the Paying Agent/Registrar and
the City may prescribe. The Paying Agent/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
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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
wri tten instrument of transfer or request for exchange duly
executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate 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 and having the same
Stated Maturity and of a like aggregate principal amount as the
Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged
for other Certificates of authorized denominations and having
the same Stated Maturity, bearing the same rate of interest and
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 Uni ted 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 Ci ty, 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 requi red to be paid wi th 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. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost,
destroyed, or stolen Certificate for which a replacement
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Certificate has been
thereof pursuant to
such new replacement
the same obligation
stolen Certificate.
issued, registered and delivered in lieu
the provisions of Section 22 hereof and
Certificate shall be deemed to evidence
as the mutilated, lost, destroyed, or
Neither the City nor the Paying Agent/ Registrar shall be
required to issue or transfer to an assignee of a Holder any
Certificate called for redemption, in whole or in part, within
45 days of the date fixed for the redemption of such
Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the
Holder of the unredeemed balance of a Certificate called for
redemption in part.
SECTION 6: Execution - Registration. The Certificates
shall be executed on behalf of the City by the Mayor under its
seal reproduced or impressed thereon and countersigned by the
Ci ty 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,
notwi thstanding that such individuals or ei ther of them shall
cease to hold such offices at the time of delivery of the
Certi f icates to the ini ti a 1 purchaser (s) and wi th respect to
Certificates delivered in subsequent exchanges and transfers,
all as authorized and provided in the Bond Procedures Act of
1981, as amended.
No Certificate shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Certificate either a
certificate of registration substantially in the form provided
in Section 8C, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent,
or a certificate of registration substantially in the form
provided in Section 8D, manually executed by an authorized
officer, employee or representative of the Paying
Agent/Registrar, and either such certificate duly signed upon
any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certified,
registered and delivered.
SECTION 7: 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 $4,230,000 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-l,
or (ii) as eighteen (l8) fully registered certificates, being
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one certificate for each year of maturity ln 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) 0 r the des ignee thereof. The Ini t i a 1
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 written instructions from the initial
purchaser (s) , or the des ignee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 8: Forms. A. Forms Generally. The
Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration
Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such
appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and
may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of
the Commi ttee on Uniform Securi ties Identi fication 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 with
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.
The definitive Certificates shall be printed,
lithographed, or engraved or produced in any other similar
manner, all as determined by the officers executing such
Certificates as evidenced by their execution, but the Initial
Certificate(s) submitted to the Attorney General of Texas may
be typewritten or photocopied or otherwise reproduced.
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B.
Form of Definitive Certificates.
REGISTERED
$
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS,
TAX AND GOLF COURSE
REVENUE CERTIFICATE OF OBLIGATION,
SERIES 1988
Certificate Date:
September l, 1988
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 political subdivision 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 Maturi ty date
specified above the Principal Amount hereinabove stated (or so
much thereof as shall not have been paid upon prior redemption)
and to pay interest on the unpaid principal amount hereof from
the Certificate Date at the per annum rate of interest
specified above computed on the basis of a 360-day year of
twelve 3D-day months; such interest being payable on March 1
and September 1 in each year, commencing September l, 1989.
Principal of this Certificate is payable at its Stated Maturity
or redemption 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 Certificates, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security
Register" maintained by the Paying Agent/Registrar at the close
of business on the "Record Date", which is the 15th day of
the month next preceding each interest payment date, and
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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 $4,230,000
(herein referred to as the "Certificates") for the purpose of
paying contractual obligations to be incurred for (i)
constructing and equipping a municipal golf course, including a
clubhouse and maintenance/storage facilities and the purchase
of equipment and machinery for maintaining and operating such
golf course, and (i i) professional services rendered in
connection therewi th, under and in strict conformi ty wi th the
Constitution and laws of the State of Texas, particularly
V.T.C.A., Local Government Code, Subchapter C of Chapter 27l,
as amended, and pursuant to an Ordinance adopted by the Ci ty
Council of the City (herein referred to as the "Ordinance").
The Certificates maturing on and after September 1, 1999,
may be redeemed prior to their Stated Maturities, at the option
of the City, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on September 1,
1998, or on any date thereafter, at the redemption price of
par, together wi th accrued interest to the date of redemption
and upon 30 days prior wri tten notice being sent by United
States Mail, first class postage prepaid, to the registered
owners of the Certificates to be redeemed, and subject to the
terms and provisions relating thereto contained in the
Ordinance. If this Certificate (or any portion of the
principal sum hereof) shall have been duly called for
redemption and notice of such redemption duly given, then upon
such redemption date this Certificate (or the portion of the
principal sum hereof to be redeemed) shall become due and
payable, and interest thereon sha II cease to accrue f rom and
after the redemption date therefor, provided moneys for the
payment of the redemption price and the interest on the
principal amount to be redeemed to the date of redemption are
held for the purpose of such payment by the Paying
Agent/Registrar.
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In the event of a partial redemption of the principal
amount of this Certificate, payment of the redemption price of
such principal amount shall be made to the registered owner
only upon presentation and surrender of this Certificate to the
Paying Agent/Registrar at its principal office and there shall
be issued, without charge therefor to the registered owner
hereof, a new Certificate or Certificates of like maturity and
interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum
hereof. If this Certificate is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall
not be required to transfer this Certificate to an assignee of
the registered owner within 45 days of the redemption date
therefor; provided, however, such limitation on transferability
shall not be applicable to an exchange by the registered owner
of the unredeemed balance hereof in the event of its redemption
in part.
The Certificates are payable from the proceeds of an ad
valorem tax levied, wi thin the limitations prescribed by law,
upon all taxable property in the City and are additionally
payable from and secured by a lien on and pledge of the
Net Revenues (as defined in the Ordinance) received by the City
from Golf Course Facilities (identified and defined in the
Ordinance) . 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 defini tions of terms; the description of and the
nature and extent of the tax levied for the payment of the
Certificates; the properties constituting the Golf Course
Facilities; 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 wi th or wi thout 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 liens, 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
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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
enti tled to payment of interest hereon, (i i) on the date of
surrender of this Certificate as the owner entitled to payment
of principal hereof at its Stated Maturity or its redemption,
in whole or in part, and (i i i) on any other date as the owner
for a 11 other purposes, and nei ther the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of nonpayment of interest
on a scheduled paYment date and for thirty (30) days
thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the
Special Record Date and of the scheduled paYment date of the
past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each Holder appearing
on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared
that the City is a body corporate and political subdivision
duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance
of the Certificates is duly authorized by law; that all acts,
condi tions and things requi red to exist and be done precedent
to and in the issuance of the Certificates to render the same
lawful and valid obligations of the Ci ty 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 by the levy of a
tax and a pledge of and lien on the Net Revenues received from
the Golf Course Faci 1 i ties 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
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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)
C. *Form of Registration Certificate of Comptroller
of Public Accounts to appear on Initial Certificate(s)
only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
(
(
(
(
REGISTER NO.
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
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
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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:
TEXAS AMERICAN BANK/FORT WORTH,
N.A., Fort Worth, Texas,
as Paying Agent/Registrar
By
Authorized Signature
E. Form of Assignment.
ASSIGNMENT
FOR
assigns,
address,
VALUE RECEIVED
and transfers
and zip code of
the undersigned hereby sells,
unto (Print or typewrite name,
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:
...............
.................... ................. ......................
.....................
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:
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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 of the
headings "Interest Rate
Maturity " shall both be omitted;
"
certificate the
and "Stated
(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 the Registered Owner named above, or the
registered assigns thereof, on September 1 in each of the years
and in principal amounts and bearing interest at per annum
rates in accordance with the following schedule:
YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid 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
March 1 and September 1 of each year, commencing September l,
1989. Principal of this Certificate is payable at its Stated
Maturity or on a prepayment date to the registered owner
hereof, upon presentation and surrender, at the principal
office of Texas American Bank/Fort Worth, 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 l5th
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
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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 9: Definitions. That for purposes of this
Ordinance and for clari ty wi th 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 "Golf Course Facilities" shall
mean the 18 hole golf course to be constructed with
the proceeds of the Certificates located on the
western side of the Ci ty on approximately l65 acres
of land bordering in part Fossil Creek, and being all
land and facilities owned, operated and maintained
by, or on behalf of, the City at such location for
the playing or practicing, or the giving of
instruction in, the game of golf, including pro
shops, club houses, ca rt renta ls and other s imi la r
facilities incident and/or related thereto or
therefor.
(b) The term "Net Revenues" shall mean, with
respect to any period, all income, receipts and
revenues received by the City from the operation and
ownership of the Golf Course Facilities less
Operating and Maintenance Expenses of the Golf Course
Facilities during such period.
(c) The term "Certificates" shall
$4,230,000 "City of North Richland Hills,
and Golf Course Revenue Certificates of
Series 1988" authorized by this Ordinance.
mean the
Texas, Tax
Obligation,
(d) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 10 of this Ordinance.
(e) The term "Fiscal Year" shall mean the
annual financial accounting period used by the City
with respect to the operation of the Golf Course
Facilities to end September 30th of each year;
provided, however, the Ci ty Counci 1 may change such
annual financial accounting period to end on another
date if such change is found and determined to be
necessary.
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(f) 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 Ci ty become
delinquent.
(g) The term "Additional Certificates" shall
mean combination tax and revenue certificates of
obligation hereafter issued under and pursuant to the
provisions of V.T.C.A., Local Government Code,
Subchapter C of Chapter 271, as amended, or similar
law hereafter enacted and payable from ad valorem
taxes and additionally payable from and secured by a
lien on and pledge of the Net Revenues of the Golf
Course Facilities on a parity with and of equal rank
and digni ty wi th the lien and pledge securing the
payment of the Certificates.
(h) The term "Government Securities" shall mean
direct obligations of the United States of America,
including obligations the principal of and interest
on which are unconditionally guaranteed by the United
States of America, and the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(i) The term "outstanding" when used in this
Ordinance wi th 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 paid or deemed to be
paid by the City in accordance with the provisions of
Section 23 hereof by the irrevocable deposit with the
Paying Agent/Registrar, or an authorized escrow
agent, of money or Government Securities, or both, in
the amount necessary to fully pay the principal of,
premium, if any, and interest thereon to maturity or
redemption, as the case may be, provided that, if
such Certificates are to be redeemed, notice of
redemption thereof shall have been duly given
pursuant to this Ordinance or irrevocably provided to
be given to the satisfaction of the Paying
Agent/Registrar, or waived; and
(3) those Certificates that have been
mutilated, destroyed, lost, or stolen and replacement
Certificates have been registered and delivered in
lieu thereof as provided in Section 22 hereof.
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(j) The term "Operating and Maintenance
Expenses" shall mean all reasonable and necessary
costs and expenses incurred and paid by the City
directly or indirectly in connection with and
attributable to the operation and maintenance of the
Golf Course Facilities, including, but not limited
to, the cost of insurance, the purchase and carrying
of stores, materials, and supplies, the payment of
management fees, salaries, labor and other expenses
reasonably and properly charged, under generally
accepted accounting principles, to the operation and
maintenance of the Golf Course Facilities.
Depreciation charges on equipment, machinery,
buildings and other facilities and expenditures
classed under generally accepted accounting
principles as capital expenditures shall not be
considered as "operating and Maintenance Expenses"
for purposes of determining "Net Revenues".
SECTION lO: 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 Certificates, there
shall be and is hereby created a special Fund to be designated
"SPECIAL TAX AND GOLF COURSE REVENUE CERTIFICATE OF OBLIGATION
FUND", which Fund shall be kept and maintained at the City's
depository bank, and moneys deposited in said Fund shall be
used for no other purpose. 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
Agent/Registrar to be made in such manner as will cause
immediately avai lable funds to be deposi ted wi th 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 obl igations identified in,
and in accordance with the provisions of the "Public Funds
Investment Act of 1987" relating to the investment of "bond
proceeds"; 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 deposi ts 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.
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SECTION 11: Tax Levy. That, to provide for the payment
of the "Debt Service Requi rements" 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 I 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
Counci 1 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 avai lable taxing authority of the Ci ty for such
purpose is adequate to permit a legally sufficient tax in
consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the
payment of the principôl of and interest on the Certificates
shall be determined and accomplished in the following manner:
(a) Prior to the date the City Council establishes the
annual tax rate and passes an ordinance levying ad valorem
taxes each year, the Council shall determine:
(l) The amount on deposit in the Certificate
Fund after (a) deducting therefrom the total amount
of Debt Service Requi rements to become due on
Certificates prior to the Collection Date for the
ad valorem taxes to be levied and (b) adding thereto
the amount of the Net Revenues of the Golf Course
Facilities appropriated and budgeted to pay such Debt
Service Requirements prior to the Collection Date for
the ad valorem taxes to be levied.
(2) The amount of Net Revenues of the Golf
Course Facilities, appropriated and to be set aside
for the payment of the Debt Service Requirements on
the Certificates between the Collection Date for the
taxes then to be levied and the Collection Date for
the taxes to be levied during the next succeeding
calendar year.
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-
(3) The amount of Debt Service Requi rements to
become due and payable on the Certificates between
the Collection Date for the taxes then to be levied
and the Collection Date for the taxes to be levied
during the next succeeding calendar year.
(b) The amount of taxes to be levied annually each year
to pay the Debt Service Requirements on the Certificates shall
be the amount established in paragraph (3) above in excess of
the sum total of the amounts established in
paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12: Pledge of Revenues. The Ci ty hereby
covenants and agrees that all the Net Revenues received by the
City from the Golf Course Facilities, with the exception of
those in excess of the amounts required to be deposited to the
Certificate Fund as hereafter provided, are hereby irrevocably
pledged to the payment of the principal of and interest on the
Certificates and Addi tiona 1 Cert i f icates, if issued, and the
pledge of such Net Revenues herein made for the payment of the
Certificates shall constitute a lien on the Net Revenues
received by the City from the Golf Course Facilities in
accordance with the terms and provisions hereof and be valid
and binding wi thout any physical deli very thereof or further
act by the City.
SECTION l3: Revenue Fund. The City hereby covenants
and agrees that the Golf Course Facilities shall be separately
operated and maintained wi th respect to revenues and accounts
and records from other departments or operations of the City,
and all revenues received by the City from the operation and
ownership of the Golf Course Facilities shall be deposited into
an account maintained at an official deposi tory of the Ci ty
known as the "City of North Richland Hills Golf Course Revenue
Fund" (hereinafter called the "Revenue Fund"). All moneys
deposited to the credit of the Revenue Fund shall be pledged
and appropriated to the extent required for the following
purposes and in the order of priority shown, to wit:
Fi rst: To the payment of Oper a t ing and
Maintenance Expenses properly charged to the
operation, maintenance and administration of the
Golf Course Facilities.
Second: To the payment of the amounts required
to be deposited in the special funds and
accounts created and established for the payment
of the Certificates (the Certificate Fund) and
Additional Certificates.
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Any Net Revenues remaining in the Revenue 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.
SECTION l4: Deposits to Certificate Fund. The City
hereby covenants and agrees to cause to be deposited to the
credit of the Certificate Fund prior to each principal and
interest payment date for the Certificates from the pledged Net
Revenues of the Golf Course Facilities in the Revenue Fund an
amount equal to one hundred per centum (100%) of the amount
required to fully pay the interest and principal then due and
payable on the Certificates, such deposits to pay maturing
principal and accrued interest on the Certificates to be made
in substantially equal semiannual installments on or before the
l5th calendar day of each August and February beginning
February l5, 1990.
The deposits to be made to the credit of the Certificate
Fund, as hereinabove provided, shall be made until such time as
such Fund contains an amount equal to pay the principal of and
interest and premium, if any, on the Certificates to maturi ty
or redemption, as the case may be. Accrued interest and
premium, if any, received from the purchaser of the
Certificates, together with proceeds of sale of the
Certificates to pay twenty-four months of interest, shall be
deposited to the Certificate Fund. Such amounts from the
proceeds of sale of the Certificates deposited to the credit of
the Certificate Fund and ad valorem taxes levied, collected and
deposited in the Certificate Fund for and on behalf of the
Certificates may be taken into consideration and reduce the
amount of the deposi ts otherwise requi red to be deposi ted in
the Certificate Fund from the Net Revenues of the Golf Course
Facilities. 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 and the Net
Revenues of the Golf Course Facilities.
SECTION 15: Security of Funds. That all moneys on
deposit in the Funds for which this Ordinance makes provision
(except any portion thereof as may be at any time properly
invested) shall be secured in the manner and to the fullest
extent required by the laws of Texas for the security of public
funds, and moneys on deposit in such Funds shall be used only
for the purposes permitted by this Ordinance.
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SECTION 16: Maintenance of Golf Course Facilities -
Insurance. That the Ci ty covenants and agrees that whi le the
Certificates remain outstanding, the Golf Course Facilities
shall be operated and maintained with all possible efficiency.
Furthermore, casualty and other insurance shall be maintained
on the properties of the Golf Course Facilities of a kind and
in such amounts customarily carried by municipal corporations
in the state of Texas similar facilities.
SECTION 17: Rates and Charges. That the City hereby
covenants and agrees with the Holders of the Certificates that
green fees and other charges wi th respect to and associated
with the use of the Golf Course Facilities will be established
and maintained that are reasonably expected, on the basis of
available information and experience and with due allowance for
contingencies, to provide revenues:
(a) To pay Operating and Maintenance Expenses
of the Golf Course Facilities;
(b) To produce Net Revenues sufficient to pay
the amounts, if any, required to be deposited in the
special Fund created and established for the payment
of the Certificates (the Certificate Fund) and
Additional Certificates; and
(c) To pay other legally incurred indebtedness
payable from the revenues of the Golf Course
Facilities and/or secured by a lien on the Golf
Course Facilities or the revenues thereof.
SECTION l8: Records and Accounts - Annua 1 Audi t. The
City further covenants and agrees that while any of the
Certificates remain Outstanding, accurate and complete records
and accounts pertaining to the operations of the Golf Course
Facilities shall be kept and maintained, which records and
accounts shall conform to generally accepted accounting
principles and practices. The Ci ty further agrees that
following the close of each Fiscal Year, it will cause an audit
of such books and accounts to be made by an independent firm of
Certified Public Accountants. Copies of each annual audit
shall be furnished to the Executive Director of the Municipal
Advisory Council of Texas at his office in Austin, Texas, and,
upon written request, to the original purchaser of the
Certificates and any subsequent Holder thereof.
SECTION 19: Remedies in
in addition to all the rights and
of the State of Texas, the
particularly that in the event
Event of Default. That,
remedies provided by the laws
Ci ty covenants and agrees
the City (a) defaults in the
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paYments to be made to the Certificate Fund, or (b) defaults in
the observance or performance of any other of the covenants,
conditions or obligations set forth in this Ordinance, the
Holders of any of the Certificates shall be entitled to 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
acquiescense therein, and every such right and power may be
exercised from time to time and as often as may be deemed
expedient. The specific remedies herein provided shall be
cumulative of all other existing remedies and the specification
of such remedies shall not be deemed to be exclusive.
SECTION 20: Special Covenants.
further covenants as follows:
That the City hereby
(a) That it has the lawful power to pledge the
Net Revenues of the Golf Course Facilities supporting
this issue of Certificates and has lawfully exercised
said power under the Constitution and laws of the
State of Texas.
(b) That other than for the payment of the
Certificates, the Net Revenues to be received by the
City from the operation and ownership of the Golf
Course Facilities have not in any manner been pledged
to the payment of any debt or obligation of the City
or of the Golf Course Facilities.
SECTION 21: Issuance of Additional Certificates. That
the City hereby expressly reserves the right to hereafter
issue, without limitation as to amount or any other
rest riction, Addi t iona 1 Cert i f icates, as well as the right to
issue any other special or general obligation payable from and
secured, in whole or in part, by a pari ty or subordinate lien
on and pledge of the Net Revenues of the Golf Course Facilities.
SECTION 22: 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
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approva 1 of the Ci ty and after (i) the f i ling by the Ho lder
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 wi th such indemni ty and wi th
the preparation, execution and delivery of a replacement
Certificate shall be borne by the Holder of the Certificate
mutilated, or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this
Section shall be a valid and binding obligation, and shall be
entitled to all the benefits of this Ordinance equally and
ratably with all other Outstanding Certificates;
notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Certificates.
The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement and payment of mutilated,
destroyed, lost or stolen Certificates.
SECTION 23: Satisfaction of Obligation of City. 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 Certificates, at the times and in the manner
stipulated in this Ordinance, then the levy of taxes under this
Ordinance and the lien on and pledge of the Net Revenues
created by this Ordinance and all covenants, agreements, and
other obligations of the City to the Holders shall thereupon
cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be
deemed to have been paid within the meaning and with the effect
expressed above in this Section when (i) money sufficient to
pay in full such Certificates or the principal amount(s)
thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been
irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or
(ii) Government Securities shall have been irrevocably
deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to mature as to
principal and interest in such amounts and at such times as
will insure the availability, without reinvestment, of
sufficient money, together with any moneys deposited therewith,
if any, to pay when due the principal of and interest on such
-24-
Certificates, or the principal amount(s) thereof, on and prior
to the Stated Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements
therefor acceptable to the Paying Agent/ Registrar have been
made) the redemption date thereof. The Ci ty covenants that no
deposit of moneys or Government Securities will be made under
this Section and no use made of any such deposit which would
cause the Certificates to be treated as "arbitrage bonds"
within the meaning of Section l48 of the Internal Revenue Code
of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar,
or an authorized escrow agent, and all income from Government
Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not
required for the payment of the Certificates, or any principal
amount (s) thereof, or interest thereon wi th respect to which
such moneys have been so deposited shall be remitted to the
City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the
principal of and interest on the Certificates and remaining
unclaimed for a period of four (4) years after the Stated
Maturity, or applicable redemption date, 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
wri tten receipt therefor. Notwi thstanding 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 24: 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 addi tion, the Ci ty may, wi th 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, 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, the
redemption price therefor, or the rate of interest thereon, or
in any other way modify the terms of payment of the principal
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·
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 25: Covenants to Maintain Tax-Exempt Status.
The City shall not use, permit the use of, or omit to use Gross
Proceeds or any other amounts (or any property the acquisition,
construction, or improvement of which is to be financed
directly or indirectly with Gross Proceeds) in a manner which,
if made or omitted, respectively, would cause the interest on
any Certificate to become includable in the gross income, as
defined in section 61 of the Code, of the owner thereof for
federal income tax purposes. wi thout limiting the generali ty
of the foregoing, unless and until the City shall have received
a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with
such covenant will not adversely affect the exemption from
federal income tax of the interest on any Certificate, the City
agrees, covenants and represents that:
(a) Definitions. When used in this
following terms have the following meanings:
Section,
the
"Code" means the Internal Revenue Code of 1986,
as amended by all legislation, if any, enacted on or
before the Issue Date.
"Gross Proceeds" when used wi th respect to the
Certificates or any other issue of obligations of the
Ci ty, means original proceeds, amounts received
(including repayments of principal) as a result of
investing the original proceeds of the issue,
transferred proceeds, sinking fund proceeds, amounts
invested in a reasonably required reserve or
replacement fund, securities or obligations pledged
by the Ci ty as securi ty for payment of debt service
on the Certificates or such other issue, and any
other amounts used to pay debt service on the
Certificates or such other issue, together with
earnings from the investment of the foregoing.
"Investment" means
(1) a share of stock in a corporation
or a right to subscribe for or to receive
such a share,
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(2) any obligation, including Uni ted
States Treasury bonds, notes, and bills and
bank deposits, whether or not certified or
interest bearing, but excluding obligations
the interest on which is, in the opinion of
counsel nationally recognized in the field
of municipal bond law, excludable from the
gross income of any owner thereof and is
not included in computing the alternative
minimum taxable income of individuals under
the Code or the Internal Revenue Code of
1954, as amended to the date of issuance of
such obligations,
(3) any annuity contract, or any
other deferred payment contract acquired to
fund an obligation of the City, or
(4) any other
investment.
property
held
for
"Issue Date" means the date on which the
Certificates are first authenticated and delivered to
the initial purchasers against payment therefor.
"Issue Price" of the Certificates of each Stated
Maturi ty means the aggregate ini tial offering price
of all the Certificates of such Stated Maturity to
the publ ic (exc Ius i ve of underwr i ters, dea lers,
bondhouses, brokers, and simi lar persons or
organizations acting in the capacity of underwriters
or wholesalers) at which a substantial amount of
Certificates of such Stated Maturity are sold to the
public, including accrued interest to the Issue Date,
if any.
"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.
"Purchase Price" of any Investment means
(1) if a Uni ted States Treasury
obligation acquired directly from the
United States Treasury, the amount paid
therefor,
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·
(2) if a certificate of deposit
issued by a commercial bank, the bona fide
bid price quoted by a dealer who maintains
an active secondary market in such
certificates of deposit, and
(3) otherwise, generally the mean of
the bid price and the offered price
therefor on an established market on the
day on which such Investment is purchased
or contracted for or, if there are no bid
prices and offered prices on such date, on
the first day preceding such date for which
there are bid prices and offered prices.
"Yield" of
(1) any Investment means the discount
factor which, when used in computing the
present value of all scheduled payments of
principal of and interest on such
Investment on the date such Investment is
purchased wi th Gross Proceeds or otherwise
allocated to Gross Proceeds, results in an
amount equal to the Purchase Price thereof
(but excluding any commissions),
compounding semiannually, and
(2) the Certificates means the
discount factor which, when used in
computing the present value on the Issue
Date of all scheduled payments of principal
of and interest on the Certificates,
results in an amount equal to aggregate
Issue Prices of the Certificates of each
Stated Maturity, compounding semiannually.
(b) No Private Use or Private Payments. Except as
permi tted by section l41 of the Code and the regulations and
rulings thereunder:
( 1 ) the C i t Y 5 hall, a tall time s p r i 0 r to the 1 a s t
Stated Maturity of Certificates, own, operate, and maintain
the Golf Course Facilities and all properties constituting
the Golf Course Facilities and its components, and all
property the acquisition, construction, or improvement of
which is to be financed directly or indirectly with Gross
Proceeds of the Certificates, and the City shall not use or
permi t the use of such Gross Proceeds, or the properties
constituting the Golf Course Facilities or any property
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acquired, constructed, or improved with such Gross Proceeds
in a manner that would cause such Golf Course Facilities or
the Gross Proceeds, or any portions thereof, to be deemed
under the Code to be used 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.
(2) Prior to the last Stated Maturity of the
Certificates, the City shall not directly or indirectly
lmpose or accept any charge or other paYment for use of
Gross Proceeds of the Certificates or any property the
acquisition, construction, or improvement of which is to be
financed di rect ly or indi rect ly wi th 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.
(c) 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 (l) property acquired,
constructed, or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction which creates
a debt for federal income tax purposes, (2) capacity in or
service from such property is committed to such person or
entity under a take-or-pay, output, or similar contract or
arrangement, or (3) indirect benefits, or burdens and benefits
of ownership, of such Gross Proceeds or any property acquired,
constructed, or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent
of a loan.
(d) 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 from the
Issue Date of all Investments acquired with such Gross Proceeds
(or with money replaced thereby) whether then held or
previously disposed of, exceeds the Yield of the Certificates.
(e) 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
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guaranteed within the meaning of section 149(b) of the Code and
the regulations and rulings thereunder.
(f) Information Report. The City shall timely file with
the Secretary of the Treasury the information required by
section l49 (e) 0 f the Code wi th respect to the Certi f icates on
such form and in such place as such Secretary may prescribe.
(g) No Rebate Required. The City warrants and represents
that it satisfies the requirements of paragraph (2) and (3) of
section l48(f) of the Code with respect to the Certificates
without making the payments for the United States described in
such sect ion. Speci fica lly, the Ci ty warrants and represents
that
(1) the City is a governmental unit with general
taxing powers;
(2) at least 95% of the Gross Proceeds of the
Certificates will be used for the local governmental
activities of the City;
(3) the aggregate face amount
obligations issued or expected to
City (and all subordinate entities
calendar year 1988 are issued lS
expected to exceed $5,000,000.
of all tax-exempt
be issued by the
thereof) in the
not reasonably
SECTION 26:
Certificates to
Sale of the Certificates. The sale of the
Clayton Brown & Associates, Inc.
(herein referred
to as the "Purchasers") at the price of par and accrued
interest to the date of de livery, plus a premium of $ 59.14 ,
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.
SECTION 27: Control and Custody of Certificates. The
Mayor of the City shall be and is hereby authorized to take and
have charge of all necessary orders and records pending
investigation by the Attorney Genera 1 of the State of Texas,
including the printing and supply of definitive Certificates,
and shall take and have charge and control of the Initial
Certificate(s) pending the approval thereof by the Attorney
General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
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Furthermore, the Mayor, City Secretary and the City
Manager or 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 expendi ture and
investment of the proceeds of the Certificates as may be
necessary for the approval of the Attorney General,
registration by the Comptroller of Public Accounts and delivery
of the Certificates to the purchasers thereof and, together
with the City's financial advisor, bond counsel and the Paying
Agent/ Registrar, make the necessary arrangements for the
delivery of the Initial Certificate(s) to the purchasers.
SECTION 28: 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 Ci ty Counci 1 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 omi tted therefrom which are necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
SECTION 29: Qualified Tax Exempt Obligations. That in
accordance wi th 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 1988
will not exceed $10,000,000.
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.
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In any case where notice to Holders lS 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
enti t led to receive such notice, ei ther 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 3l: Cancellation. All Certificates surrendered
for payment, redemption, transfer, exchange, or replacement, if
surrendered to the Paying Agent/Registrar, shall be promptly
cance lled by it and, if surrendered to the Ci ty, sha II be
delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying
Agent/Registrar. The City may at any time deliver to the
Paying Agent/Registrar for cancellation any Certificates
previously certified or registered and delivered which the City
may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly cancelled by the
Paying Agent/Registrar. All cancelled Certificates held by the
Paying Agent/Registrar shall be returned to the City.
SECTION 32: Printed Opinion. The Purchasers'
obligation to accept delivery of the Certificates is subject to
being furnished a final opinion of Fulbright & Jaworski,
Attorneys, 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.
Printing of a true and correct reproduction of said opinion on
the reverse s ide of each of the def ini ti ve Cert i f icates is
hereby approved and authorized.
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
Ordinance, expressed or implied, is intended or
construed to confer upon any person other than the
in this
shall be
City, the
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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: Governing Law. This Ordinance shall be
construed and enforced in accordance with the laws of the State
of Texas and the United States of America.
SECTION 37: Effect of Headings.
herein are for convenience only and
construction hereof.
The Section headings
shall 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.
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 wi thout 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-l7, Vernon's Texas Civil
Statutes, as amended.
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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 September l2, 1988.
CITY OF NORTH RICHLAND HILLS,
TEXAS
'-- .t ..,. 7. -$..~
Mayor
ATTEST:
OJ~c;0~
èf'y- Secretary
(City Seal)
4414C
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