HomeMy WebLinkAboutOrdinance 1142
ORDINANCE NO. 1142
AN ORDINANCE authorizing the issuance of "CITY
OF NORTH RICHLAND HILLS, TEXAS, WATERWORKS
AND SEWER SYSTEM REVENUE BONDS, SERIES 198411;
prescribing the terms, features and specifi-
cations of said bonds; pledging the net
revenues of the City's combined Waterworks
and Sanitary Sewer System to the payment of
the principal of and interest on said
bonds; resolving other matters incident and
related to the issuance, sale, security,
payment and.delivery of said bonds,
including the approval and distribution of
an Official Statement; and providing an
effective date.
WHEREAS, the City Council hereby finds and determines
that revenue bonds in the principal sum of $2,000,000 should
be issued to provide funds for making improvements and
extensions to the City's combined Waterworks and Sanitary
Sewer System, to wit: sewer collection and disposal facilities;
and
WHEREAS, notice of intention to issue such revenue
bonds (stating the date, time and place this Council proposed
to pass the ordinance authorizing the issuance of revenue
bonds, the purpose for which the bonds are to be issued, the
maximum amount of bonds proposed to be issued, the maximum
rate of interest the proposed bonds would bear and the
maximum maturity date of such bonds) has been duly published
in a newspaper having general circulation in the City on
June 29 , 1984 and July 6
1984, and posted at the City Hall on June 26 ,
1984, the date of posting and the date of the first publication
of such notice being at least fourteen (14) days prior to
the date stated therein for the passage of this ordinance;
and
WHEREAS, no petition of any kind has been filed with
the City Secretary, any member of this Councilor any other
officer of the City requesting a referendum election on the
question of the issuance of such revenue bonds; and
WHEREAS, the Council further finds and determines that
all the terms and conditions for the revenue bonds herein
authorized to be issued as additional bonds on a parity with
the city's outstanding revenue bonds (hereinafter called and
defined as "Previously Issued Bonds"), payable from and
equally and ratably secured by a first lien on and pledge of
the net revenues of the City's Waterworks and Sanitary Sewer
System (the IISystemll), can be met and satisfied in that
(a) the City is not now in default as to any covenant,
condition or obligation contained in any of the ordinances
authorizing the issuance of the outstanding Previously
Issued Bonds, (b) each of the Funds created and established
for the payment and security of the Previously Issued Bonds
contains the amount of money now required to be on deposit
therein, (c) the net earnings of the System for the fiscal
year next preceding the date of the bonds herein authorized are
equal to at least 1.30 times the principal and interest
requirements of the outstanding Previously Issued Bonds and
the bonds herein authorized for the year when such requirements
are the greatest, as shown by a report of a certified Public
Accountant, (d) the bonds herein authorized for issuance
will mature on September 1 in each year, (e) this ordinance
makes provision for the accumulation in the Interest and
Sinking Fund of amounts sufficient to pay the the principal
of and interest on the bonds herein authorized for issuance;
and (f) this ordinance makes provision for the amount to be
accumulated and maintained in the Reserve Fund to be equal
to not less than the average annual requirements for the
payment of principal of and interest on all bonds to be
secured by a first lien on and pledge of the net revenues of
the System, after giving effect to the issuance of the bonds
herein authorized for issuance, and any additional Reserve
Fund amount thus required shall be accumulated within not
more than five years and one month from the date of passage
of this ordinance; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
NORTH RICHLAND HILLS, TEXAS:
SECTION 1: Authorization-Designation-Principal
Amount-Purpose. For purposes of providing funds for making
improvements and extensions to the City's combined Waterworks
and Sanitary Sewer System, to wit: sewer collection
and disposal facilities, revenue bonds of the City
shall be and are hereby authorized to be issued in the
aggregate principal amount of $2,000,000, to be designated
and bear the title IICity of North Richland Hills, Texas,
Waterworks and Sewer System Revenue Bonds, Series 1984"
(hereinafter referred to as the IIBondsll), pursuant to authority
conferred by and in conformity with the Constitution and
laws of the state of Texas, including Articles llll et seq.,
and 2368a, V.A.T.C.S..
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SECTION 2: Fully Registered Obligations
Authorized Denominations - Stated Maturities - Date. The
Bonds are issuable in fully registered form only; shall be
dated August 1,1984 (the "Bond Date") and shall be in denomina-
tions of $5,000 or any integral multiple thereof (within a
Stated Maturity), and the Bonds shall become due and payable
on September 1 in each of the years and in principal amounts
(the IIStated Maturitiesll) and bear interest at per annum
rates in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
1985 $ 35,000 12.50 %
1986 35,000 12.50 %
1987 40,000 12.50 %
1988 45,000 12.50 %
1989 50,000 12.50 %
1990 55,000 12.50 %
1991 60,000 12.50 %
1992 65,000 12.50 %
1993 75,000 12.50 %
1994 80,000 12.50 %
1995 90,000 9.50 %
1996 100,000 9.60 %
1997 110,000 9.70 %
1998 120,000 9.80 %
1999 135,000 9.90 %
2000 145,000 10.00 %
2001 160,000 10.00 %
2002 180,000 10.05 %
2003 200,000 10.10 %
2004 220,000 9.50 %
SECTION 3: Payment of Bonds - Paying Agent/
Registrar. The principal of, premium, if any, and the
. interest on the Bonds shall be payable, without exchange or
collection charges to the owner or holder thereof, 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.
The Bonds shall bear interest on the unpaid prin-
cipal amounts from the Bond Date at the per annum rates
shown in section 2 hereof (computed on the basis of a 360-day
year of twelve 30-day months); such interest to be payable
on March 1 and September 1 of each year, commencing March 1, 1985.
The selection and appointment of Texas American
Bank/Fort Worth N.A., Fort Worth, Texas to serve as Paying
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Agent/Registrar for the Bonds is hereby approved and confirmed,
and the City agrees and covenants to cause to be kept and
maintained at the principal office of the Paying Agent/Registrar
books and records for the registration, payment and transfer of
the Bonds (the IISecurity Registerll), all as provided herein,
in accordance with the terms and provisions of a IIpaying
Agent/Registrar Agreementll and such reasonable rules and
regulations as the Paying Agent/Registrar and City may
prescribe. The City covenants to maintain and provide
a Paying Agent/Registrar at all times until the
Bonds are paid and discharged, and any successor Paying
Agent/Registrar shall be a bank, trust company, financial
institution or other entity duly qualified and legally
authorized to serve as and perform the duties and services
of Paying Agent/ Registrar. Upon any change in the Paying
Agent/Registrar for the Bonds, the City agrees to promptly
cause a written notice thereof to be sent to each registered
owner of the Bonds by united states Mail, first class postage
prepaid, which notice shall also give the address of the new
Paying Agent/Registrar.
Both principal of, premium, if any, and interest
on the Bonds, due and payable by reason of maturity, redemp-
tion, or otherwise, shall be payable only to the registered
owner or holder of the Bonds (hereinafter referred to as the
IIBondholderll or "Bondholders II) appearing on the Security
Register, and, to the extent permitted by law, neither the
city nor the Paying Agent/Registrar, or any agent of either,
shall be affected by notice to the contrary.
Principal of and premium, if any, on the Bonds,
shall be payable only upon presentation and surrender of the
Bonds to the Paying Agent/Registrar at its principal office.
Interest on the Bonds shall be paid to the Bondholder whose
name appears in the security Register at the close of busi-
ness on the IIRecord Datell (the 15th 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
registered owner recorded in the Security Register on the
Record Date or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and
expense of, the Bondholder.
In the event of a non-payment of interest on a
scheduled payment date, and for thirty (30) days thereafter,
a new record date for such interest payment (a IIspecial
Record Datell) will be established by the Paying Agent/
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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 Bondholder
appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing
of such notice.
SECTION 4: Redemption. (a) optional Redemption.
The Bonds having Stated Maturities on and after September 1,
1995, shall be subject to redemption prior to maturity, at
the option of the city, on September 1, 1994 or on any
interest payment date thereafter, in whole or in part in
principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity by lot by the Paying Agent/
Registrar), at the redemption price of par plus accrued
interest to the date of redemption.
(b) Exercise of Redemption Option. At least
forty-five (45) days prior to a date set for the redemption
of Bonds (unless a shorter notification period shall be
satisfactory to the Paying Agent/Registrar), the city shall
notify the Paying Agent/Registrar of its decision to exercise
the right to redeem Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date set for the
redemption thereof. The decision of the City to exercise
the right to redeem Bonds shall be entered in the minutes of
the governing body of the City.
(c) Selection of Bonds for Redemption. If less
than all Outstanding Bonds of the same Stated Maturity are
to be redeemed on a redemption date, the Paying Agent/
Registrar shall select by lot the Bonds to be redeemed,
provided that if less than the entire principal amount of
a Bond is to be redeemed, the Paying Agent/Registrar shall
treat such Bond then subject to redemption as representing
the number of Bonds Outstanding which is obtained by dividing
the principal amount of such Bond by $5,000.
(d) Notice of Redemption. Not less than thirty
(30) days prior to a redemption date for the Bonds, a notice
of redemption shall be sent by united States Mail, first
class postage prepaid, in the name of the City and at the
City's expense, to each Bondholder of a Bond to be redeemed
in whole or in part at the address of the Bondholder appear-
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ing 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 Bondholder.
All notices of redemption shall (i) specify the
date of redemption for the Bonds, (ii) identify the Bonds to
be redeemed and, in the case of a portion of the principal
amount to be redeemed, the principal amount thereof to be
redeemed, (iii) the redemption price, (iv) state that the
Bonds, or the. portion of the principal amount thereof to be
redeemed, shall become due and payable on the redemption
date specified, and the interest thereon, or on the portion
of the principal amount thereof to be redeemed, shall cease
to accrue from and after the redemption date, and (v) speci-
fy that payment of the redemption price for the Bonds, 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 Bondholder.
If a Bond is subject by its terms to prior redemption and
has been called for redemption and notice of redemption
thereof has been duly given or waived as herein provided,
such Bond (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 Bonds (or
of the principal amount thereof to be redeemed) at the then
applicable redemption price are held for the purpose of such
payment by the Paying Agent/Registrar.
SECTION 5: Registration - Transfer - Exchange
of Bonds - Predecessor Bonds. A Security Register relating
to the registration, payment, and transfer or exchange of
the Bonds shall at all times be kept and maintained by the
City at the principal office of the Paying Agent/Registrar,
and the Paying Agent/Registrar shall obtain, record, and
maintain in the Security Register the name and address of
each registered owner of the Bonds issued under and pursuant
to the provisions of this Ordinance. Any Bond may, in
accordance with its terms and the terms hereof, be trans-
ferred or exchanged for Bonds of other authorized denomina-
tions upon the Security Register by the Bondholder, in
person or by his duly authorized agent, upon surrender of
such Bond to the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request
for exchange duly executed by the Bondholder or by his duly
authorized agent, in form satisfactory to the Paying Agent/
Registrar.
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Upon surrender for transfer of any Bond 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
Bonds executed on behalf of, and furnished by, the City of
authorized denominations and having the same stated Maturity
and of a like aggregate principal amount as the Bond or
Bonds surrendered for transfer.
At the option of the Bondholder, Bonds may be
exchanged for other Bonds of authorized denominations and
having the same Stated Maturity, bearing the same rate of
interest and of like aggregate principal amount as the Bonds
surrendered for exchange, upon surrender of the Bonds to be
exchanged at the principal office of the Paying Agent/
Registrar. Whenever any Bonds are surrendered for exchange,
the Paying Agent/Registrar shall register and deliver new
Bonds executed on behalf of, and furnished by, the City to
the Bondholder requesting the exchange.
All Bonds issued upon any transfer or exchange of
Bonds shall be delivered at the principal office of the Paying
Agent/Registrar, or sent by united states Mail, first class
postage prepaid, to the Bondholder at his request, risk,
and expense and, upon the delivery thereof, the same shall be
valid obligations of the City, evidencing the same obligation to
pay, and entitled to the same benefits under this Ordinance, as
the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to
this section shall be made without expense or service charge
to the Bondholder, except as otherwise herein provided, and
except that the Paying Agent/Registrar shall require payment
by the Bondholder requesting such transfer or exchange of
any tax or other governmental charges required to be paid
with respect to such transfer or exchange.
Bonds cancelled by reason of an exchange or trans-
fer pursuant to the provisions hereof are hereby defined to
be IIpredecessor Bonds, II evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the
new Bond or Bonds registered and delivered in the exchange
or transfer therefor. Additionally, the term IIPredecessor
Bondsll shall include any Bond registered and delivered
pursuant to section 28 hereof in lieu of a mutilated, lost,
destroyed, or stolen Bond which shall be deemed to evidence
the same obligation as the mutilated, lost, destroyed, or
stolen Bond.
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Neither the City nor the Paying Agent/Registrar
shall be required to transfer or exchange any Bond called
for redemption, in whole or in part, within 45 days of the
date fixed for redemption of such Bond; provided, however,
such limitation of transfer shall not be applicable to an
exchange by the Bondholder of an unredeemed balance of a
Bond called for redemption in part.
SECTION 6: Execution - Registration. The
Bonds shall be executed on behalf of the City by the Mayor
under its seal reproduced or impressed thereon and counter-
signed by the City Secretary. The signature of said officers
on the Bonds may be manual or facsimile. Bonds bearing the
manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Bond Date shall
be deemed to be duly executed on behalf of the city,
notwithstanding that such individuals or either of them
shall cease to hold such offices at the time of delivery of
the Bonds to the initial purchaser(s) and with respect to
Bonds delivered in subsequent exchanges and transfers, all
as authorized and provided in the Bond Procedures Act of
1981, as amended.
No Bond shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Bond either a certifi-
cate 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 upon any Bond duly
signed shall be conclusive evidence, and the only evidence,
that such Bond has been duly certified, registered and
delivered.
SECTION 7: Initial Bond(s). The Bonds herein
authorized shall be initially issued either (i) as a single
fully registered bond in the total principal amount of
$2,000,000 with principal installments to become due and
payable as provided in section 2 hereof and numbered T-1, or
(ii) as Twenty (20) fully registered bonds, being one bond
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 IIInitia1 Bond(s)lI) and,
in either case, the Initial Bond(s) shall be registered in
the name of the initial purchaser(s) or the designee thereof.
The Initial Bond(s) shall be the Bonds submitted to the
Office of the Attorney General of the state of Texas for
approval, certified and registered by the Office of the
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Comptroller of Public Accounts of the state of Texas and
delivered to the initial purchaser(s). Any time after the
delivery of the Initial Bond(s), the Paying Agent/Registrar,
pursuant to written instructions from the initial purchaser(s),
or the designee thereof, shall cancel the Initial Bond(s)
delivered hereunder and exchange therefor definitive Bonds
of authorized denominations, stated Maturities, principal
amounts and bearing applicable interest rates for transfer
and delivery to the Bondholders named at the addresses
identified therefor; all pursuant to and in accordance with
such written instructions from the initial purchaser(s), or
the designee thereof, and such other information and documen-
tation as the Paying Agent/Registrar may reasonably require.
SECTION 8: Forms. A. Forms Generally. The
Bonds, the Registration certificate of the Comptroller of
Public Accounts of the state of Texas, the Certificate of
Registration, and the form of Assignment to be printed on
each of the Bonds, shall be substantially in the forms set
forth in this section with such appropriate insertions,
omissions, substitutions, and other variations as are per-
mitted or required by this Ordinance and may have such
letters, numbers, or other marks of identification (includ-
ing identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American
Bankers Association) and such legends and endorsements
(including any reproduction of an opinion of counsel) there-
on as may, consistently herewith, be established by the City
or determined by the officers executing such Bonds as evidenced
by their execution thereof. Any portion of the text of any
Bonds may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Bond.
The definitive Bonds shall be printed, litho-
graphed, or engraved or produced in any other similar manner,
all as determined by the officers executing such Bonds as
evidenced by their execution thereof, but the Initial Bond(s)
submitted to the Attorney General of Texas may be type-
written or photocopied or otherwise reproduced.
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B.
Form of Definitive Bond.
REGISTERED
NO.
REGISTERED
$
City of
united States of America
State of Texas
North Richland Hills, Texas, Waterworks
and Sewer System Revenue Bond,
Series 1984
Bond Date: Interest Rate:
August 1,1984
Stated Maturity: CUSIP NO:
Registered Owner:
principal Amount:
DOLLARS
The city of North Richland Hills, Texas (hereinafter
referred to as the IICityll), a body corporate and municipal
corporation in the County of Tarrant, State of Texas, for
value received, hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns
thereof, solely from the revenues hereinafter identified, on
the Stated Maturity date specified above, the Principal
Amount stated above (or so much thereof as shall not have
been paid upon prior redemption) and to pay interest on the
unpaid Principal Amount hereof from the Bond 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 March 1 and September 1 of each year, commencing
March 1, 1985. Principal of this Bond shall be payable 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 suc-
cessor. Interest shall be payable to the registered owner
of this Bond (or one or more Predecessor Bonds, as defined
in the Ordinance hereinafter referenced) whose name appears
on the IISecurity Registerll maintained by the Paying Agent/
Registrar at the close of business on the "Record Datell,
which is the 15th day of the month next preceding each
interest payment date. All payments of principal of, premium,
if any, and interest on this Bond shall be in any coin or
currency of the united States of America which at the
time of payment is legal tender for the payment of public
and private debts and 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 on the Record Date
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or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered
owner.
This Bond is one of the series specified in its
title issued in the aggregate principal amount of $2,000,000
(herein referred to as the IIBondsll) to provide funds for the
purpose of making improvements and extensions to the City's
Waterworks and Sanitary Sewer System, to wit: sewer
collection and disposal facilities, under and in
strict conformity with the Constitution and laws of the
State of Texas, including Article 1111 et seq. and 2368a,
V.A.T.C.S., and pursuant to an Ordinance adopted by the
governing body of the City (herein referred to as the IIOrdinancell).
The Bonds maturing on and after September 1, 1995,
may be redeemed prior to their Stated Maturities, at the
option of the City, on September 1, 1994, or on any interest
payment date thereafter, in whole or in part in principal
amounts of $5,000 or any integral multiple thereof (and
if within a stated Maturity by lot by the Paying Agent/
Registrar), at the redemption price of par, together with
accrued interest to the date of redemption, and upon
30 days prior written notice being given by united states
Mail, first class postage prepaid, to registered owners of
the Bonds to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If
this Bond (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
Bond (or the portion of the principal sum hereof to be
redeemed) shall become due and payable, and interest thereon
shall cease to accrue from 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.
In the event of a partial redemption of the principal
amount of this Bond, payment of the redemption price of such
principal amount shall be made to the registered owner only
upon presentation and surrender of this Bond to the Paying
Agent/Registrar at its principal office and, there shall be
issued, without charge therefor, to the registered owner
hereof, a new Bond or Bonds of like maturity and interest
rate in any authorized denominations provided in the Ordinance
for the then unredeemed balance of the principal sum hereof.
If this Bond is called for redemption, in whole or in part,
the City or the Paying Agent/Registrar shall not be required
to transfer this Bond to an assignee of the Bondholder
within 45 days of the redemption date therefor; provided,
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however, such limitation on transferability shall not be
applicable to an exchange by the Bondholder of the unre-
deemed balance hereof in the event of its redemption in
part.
The Bonds are special obligations of the City and,
together with the outstanding and unpaid Previously Issued
Bonds (identified and defined in the Ordinance) are payable
solely from and equally and ratably secured by a first lien
on and pledge of the Net Revenues (as defined in the Ordinance)
of the City's combined Waterworks and sanitary Sewer System
(the "System"). The Bonds do not constitute a legal or
equitable pledge, charge, lien or encumbrance upon any
property of the City or the System, except with respect to
the Net Revenues. The holder hereof shall never have the
right to demand payment of this obligation out of any funds
raised or to be raised by taxation.
eo
Subject to satisfying the terms and conditions
prescribed therefor, the City has reserved the right to
issue additional revenue obligations payable from and equally
and ratably secured by a parity lien on and pledge of the
Net Revenues of the System, in the same manner and to the
same extent as the Bonds and the Previously Issued Bonds.
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 of the provisions of which the
Bondholder by the acceptance hereof hereby assents, for
definitions of terms; the description of and the nature and
extent of the security for the Bonds; the properties con-
stituting the System; the Net Revenues pledged to the payment
of the principal of and interest on the Bonds; the nature
and extent and manner of enforcement of the lien and pledge
securing the payment of the Bonds; the terms and conditions
for the issuance of additional revenue obligations; the
terms and conditions relating to the transfer or exchange of
this Bond; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the
Bondholders; the rights, duties, and obligations of the City
and the Paying Agent/Registrar; the terms and provisions
upon which the liens, pledges, charges and covenants made
therein may be discharged at or prior to the maturity or
redemption of this Bond, and this Bond deemed to be no
longer Outstanding thereunder; and for the other terms and
provisions thereof. Capitalized terms used herein have the
same meanings assigned in the Ordinance.
This Bond, subject to certain limitations
contained in the Ordinance, may be transferred on the
Security Register only upon its presentation and surrender
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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 Bonds
of the same Stated Maturity, of authorized denominations, bearing
the same rate of interest, and of the same aggregate principal
amount will be issued by the Paying Agent/Registrar to the
designated transferee or transferees.
The City and the Paying Agent/Registrar, and any
agent of either, may treat the registered owner hereof 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 Bond as the owner entitled to
payment of principal hereof at its stated Maturity or its
redemption, in whole or in part, and (iii) on any other date
as the owner for all other purposes, and neither the city
nor the Paying Agent/Registrar, or any agent of either,
shall be affected by notice to the contrary. In the event
of non-payment of interest on a scheduled payment date and
for thirty (30) days thereafter, a new record date for such
interest payment (a IISpecial Record Datell) will be estab-
lished 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 Bondholder 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
covenanted that the City is a duly organized and legally
existing municipal corporation under and by virtue of the
Constitution and laws of the State of Texas; that the is-
suance of the Bonds 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 Bonds 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 Bonds 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 Bonds by a
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pledge of the Net Revenues of the System as aforestated. In
case any provision in this Bond or any application thereof
shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired
thereby. The terms and provisions of this Bond and the
Ordinance shall be construed in accordance with and shall be
governed by the laws of the state of Texas.
IN WITNESS WHEREOF, the City Council of the City
has caused this Bond to be duly executed under the official
seal of the City as of the Bond 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 Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
o
o
o
o
REGISTER NO.
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
I HEREBY CERTIFY that this Bond 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
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER: Do not print on Definitive Bonds
14
D.
Form of certificate of Paying Agent/Registrar to
Appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in
the name of the Registered Owner shown above under the pro-
visions of the within-mentioned Ordinance; the bond or bonds
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.
Texas American Bank/Fort Worth, N.A.,
Fort Worth, Texas
as Paying Agent/Registrar
Registered this date:
By
Authorized Signature
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 Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints ...........
........ .......................................... ..........
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
..................
.............................. ..
......................... .
NOTICE: The signature on this
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
Signature guaranteed:
15
F. The Initial Bond(s) shall be in the form set forth
in paragraph B of this Section, except that the form of a
single fully registered Initial Bond shall be modified as
follows:
(i) immediately under the name of the bond the head-
ings IIInterest Rate II and IIStated Maturity
II shall both be completed lias shown
below; II
(ii) Paragraph one shall read as follows:
The City of North Richland Hills, Texas (hereinafter
referred to as the IICityll), a body corporate and municipal
corporation in the County of Tarrant, state of Texas, for
value received, hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns
thereof, solely from the revenues hereinafter identified, on
the 1st day of September in each of the years and in principal
amounts and bearing interest at per annum rates in accord-
ance 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 Bond Date at the per annum rates of interest
specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on March 1
and September 1 of each year, commencing March 1, 1985.
Principal of this Bond shall be payable to the registered
owner hereof, upon presentation and surrender, at the principal
office of Texas American Bank/Fort Worth, N.A., Fort Worth,
Texas (the IIpaying Agent/Registrarll). Interest shall be
payable to the registered owner of this Bond whose name
appears on the IISecurity Registerll maintained by the Paying
Agent/ Registrar at the close of business on the IIRecord
Datell, which is the 15th day of the month next preceding
each interest payment date. All paYments of principal of,
premium, if any, and interest on this Bond shall be in any
coin or currency of the united States of America which at
the time of paYment is legal tender for the payment of
public and private debts and interest shall be paid by the
Paying Agent/Registrar by check sent united States Mail,
first class postage prepaid, to the address of registered
16
owner recorded in the Security Register on the Record Date
or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered
owner.
SECTION 9: Definitions. For all purposes of
this Ordinance and in particular for clarity with respect to
the issuance of the Bonds herein authorized and the pledge
and appropriation of revenues therefor, the following
definitions are provided:
(a) The term IISystemll shall mean the City's
combined Waterworks and Sanitary Sewer System,
including all present and future additions,
extensions, replacements and improvements in
anywise appertaining thereto, whether situated
within or without the limits of the city.
(b) The term "Net Revenues" shall mean the
gross revenues of the System less the expense of
operation and maintenance, including salaries,
labor, materials, repairs and extensions necessary
~o 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 keep the
System in operation 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 any bonds payable from and secured by a
lien on the Net Revenues of the System shall be
deducted in determining "Net Revenuesll.
(c) The term IIBonds" shall mean the revenue
bonds, aggregating in principal amount $2,000,000,
authorized by this Ordinance.
(d) The term "Previously Issued Bonds"
shall mean the outstanding bonds designated "CITY
OF NORTH RICHLAND HILLS, TEXAS, WATERWORKS AND
SEWER SYSTEM REVENUE BONDS," further identified
as follows:
17
(1) Series 1971, dated September 1, 1971, and
issued in the original principal amount of
$5,275,000;
(2) Series 1978, dated June 1, 1978, and issued
in the original principal amount of $3,500,000;
(3) Series 1980, dated September 1, 1980, and
issued in the original principal amount of
$2,400,000; and
(4) Series 1983, dated June 1, 1983, and issued
in the original principal amount of $3,000,000;
(e) The term IIAdditional Bondsll shall mean
the additional parity revenue bonds which the
City reserves the right to issue in accordance
with the terms and conditions prescribed in
Section 20 hereof.
(f) The term "Bonds Similarly Securedll
shall mean the Bonds, Previously Issued Bonds,
and Additional Bonds which are payable from a
first lien on and pledge of the Net Revenues of
the System.
(g) The term IIFiscal Yearll shall mean the
twelve months' period ending september 30th of
each year.
(h) The term IIOutstandingll shall mean with
respect to Bonds, as of the date of determina-
tion, all Bonds theretofore issued and delivered
under this Ordinance, except:
(1) those Bonds theretofore cancelled
by the Paying Agent/Registrar or delivered
to the Paying Agent/Registrar for cancella-
tion;
(2) those Bonds for which payment
has been duly provided by the City in
accordance with the provisions of Sec-
tion 30 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 prin-
cipal of, premium, if any, and interest
thereon to maturity or redemption, as
18
the case may be, provided that, if such
Bonds are to be redeemed, notice of
redemption thereof shall have been duly
given pursuant to this Ordinance or
irrevocably provided to be given to the
satisfaction of the Paying Agent/Registrar,
or waived; and
(3) those Bonds that have been
mutilated, destroyed, lost, or stolen
and replacement Bonds have been registered
and delivere~ in lieu thereof as provided
in section 28 hereof.
SECTION 10: Pledge. That the City hereby
covenants and agrees that all of the Net Revenues of the
System, with the exception of those in excess of the amounts
required to establish and maintain the special Funds created
for the payment and security of the Bonds Similarly Secured,
are hereby irrevocably pledged equally and ratably to the
payment of the Previously Issued Bonds, the Bonds, and
Additional Bonds, if issued, and the interest thereon, as
hereinafter provided. It is hereby ordained that the Bonds
Similarly Secured and the interest thereon, shall constitute
a first lien on the Net Revenues of the System and be valid
and binding without any physical delivery thereof or further
act by the city, and the lien created on the Net Revenues
for the payment and security of the Bonds Similarly Secured
shall be prior in right and claim as to any other indebted-
ness, liability or obligation of the city or the System.
SECTION 11: Rates and Charges. That the city
hereby covenants and agrees that rates and charges for water
and sewer services afforded by the System will be estab-
lished and maintained, on the basis of all available information
and experience and with due allowance for contingencies,
that are reasonably expected to provide revenues sufficient
at all times to pay:
(a) all operating, maintenance, depreciation,
replacement, betterment and other costs incurred in the
maintenance and operation of the System as set forth in
section 9(b) hereof;
(b) the interest on and principal of the Bonds
similarly Secured and the amounts required to be deposited
into the special Fund created and established for the
payment and security of the Bonds Similarly Secured; and
19
-
(c) any other legally incurred indebtedness
payable from the revenues of the System and/or secured by a
lien on the System or the revenues thereof.
SECTION 12: Fund Designations. All revenues
derived from the operation of the System shall be kept
separate from other funds of the City. To that end, the
following special Funds heretofore created are hereby reaf-
firmed:
(a) City of North Richland Hills Waterworks
and Sewer System Fund, hereinafter called IISystem
Fundll. This Fund shall be kept in the City's
depository bank.
(b) City of North Richland Hills Waterworks
and Sewer System Revenue Bond Interest and Sinking
Fund, hereinafter called "Interest and Sinking
Fund". This Fund shall be deposited with the
City's depository bank, as Trustee of the pledged
revenues, and shall be used to pay principal of
and interest on the Bonds Similarly Secured when
and as the same shall become due and payable.
(c) City of North Richland Hills Waterworks
and Sewer System Revenue Bond Reserve Fund,
hereinafter called "Reserve Fund". This Fund
shall be deposited with THE TEXAS AMERICAN BANK/FORT
WORTH, N. A., Fort Worth, Texas, Trustee, and
shall be used to pay principal of and interest on
the Bonds Similarly Secured falling due at any
time when there is not sufficient money available
in the Interest and Sinking Fund.
SECTION 13: System Fund. The City hereby
covenants and agrees that all revenues and income of every
nature derived from the operation of the System shall be
deposited from day to day as collected into the System Fund.
All revenues deposited in the System Fund shall be pledged
and appropriated to the extent required for the following
uses and in the order of priority shown:
FIRST: To the payment of all necessary
and reasonable maintenance and operating expenses
of the System as defined herein or required by
statute to be a first charge on and claim against
the revenues thereof,
SECOND: To the payment of the amounts
required to be deposited in the Interest and
20
Sinking Fund for the payment of the principal of
and interest on the Bonds Similarly Secured as
the same becomes due and payable, and
THIRD: To the payment of the amounts
required to be deposited in the Reserve Fund for
the accumulation and maintenance of the "Required
Reserve" (hereinafter referenced in section 15).
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.
SECTION 14: Interest and Sinking Fund. That,
in addition to the monthly deposits required to be made to
the Interest and Sinking Fund for the payment of principal
of and interest on the Previously Issued Bonds, the city
hereby agrees and covenants to deposit in said Fund from the
Net Revenues of the System in the System Fund an amount
equal to One Hundred Per Centum (100%) of the amount required
to fully pay the interest on and principal of the Bonds
falling due on or before each maturity and interest payment
date, such payment to be made in substantially equal monthly
installments on or before the 15th day of each month beginning
on or before the 15th day of the month next following the
month the Bonds are delivered to the initial purchaser(s).
The monthly deposits to the Interest and Sinking
Fund for the payment of principal and interest on the Bonds
shall continue to be made as hereinabove provided until such
time as (i) the total amount on deposit in the Interest and
Sinking Fund and Reserve Fund is equal to the amount required
to pay all outstanding indebtedness (principal and interest)
for which said Funds were created and established (Section l2[b]
and section 12[c]) or (ii) the Bonds are no longer Outstanding.
Accrued interest and premium, if any, received
from the purchaser of the Bonds, as well as any proceeds of
the Bonds not required to improve and extend the System for
which the Bonds are being issued, shall be deposited to the
Interest and Sinking Fund, and may be taken into consideration
and reduce the amount of the monthly deposits hereinabove
required to be deposited in the Interest and Sinking Fund
from the Net Revenues of the System.
SECTION 15: Reserve Fund. That the city hereby
reaffirms its covenant to the holders of the Previously
Issued Bonds and agrees with the holders of the Bonds that
21
it will provide for the accumulation of, and when accumulated,
will thereafter continuously maintain in the Reserve Fund an
amount equal to not less than the average annual principal
and interest requirements of Bonds Similarly Secured.
Under the provisions of the ordinances authorizing
the issuance of the Previously Issued Bonds, the total
amount required to be accumulated in the Reserve Fund is
$1,313,890 and there is currently on deposit in said Fund
the sum of $1,263,595.00 That, by reason of the issuance
of the Bonds, the total amount to be accumulated and maintained
in the Reserve Fund is hereby increased to an amount equal
to not less than $1,459,888.00 (the "Required Reserve"); and
beginning on or before the 15th day of September ,1984, and
on or before the 15th day of each following month, monthly
deposits in an amount equal to not less than $ 3,278.00 shall
be made to the Reserve Fund until the amount of cash and
investments in said Fund totals not less than $1,459,888.00
When the total amount now required to be deposited in the
Reserve Fund has been fully accumulated, said monthly payments
to said Fund may be terminated; provided, however, should
the amount on deposit in said Fund be reduced below the
Required Reserve, after the same has been accumulated monthly
deposi ts in an amount equal to not less than (i) $ 19,653.00
or (ii) 1/60 of the Required Reserve then required to be
maintained therein, whichever amount is the greater, shall
be resumed and continued to be made on or before the 15th
day of each month until the Required Reserve has been fully
restored.
Money in the Reserve Fund may be, at the option of
the city, invested or reinvested from time to time in direct
obligations of or obligations the principal and interest of
which are guaranteed by the united States of America, or
invested in direct obligations of or participation certificates
guaranteed by the Federal Intermediate Credit Banks, Federal
Land Banks, Federal National Mortgage Association, Federal
Home Loan Banks, Banks for Cooperatives, and in certificates
of deposit of any bank or trust company the deposits of
which are fully secured by a pledge of the securities of any
of the kinds hereinabove specified, such obligations or
securities to mature in not more than ten years from the
date of such investment or not later than the final maturity
of the outstanding Bonds Similarly Secured, whichever is
shorter. Any obligations in which money is so invested
shall be kept in escrow in THE TEXAS AMERICAN BANK/FORT
WORTH, N. A., Fort Worth, Texas, and shall be promptly sold
and the proceeds of sale applied to the making of payments
required to be made from the Reserve Fund whenever such
payments are necessary to be made under the provisions of Sec-
tion 12(c). The deposits into this Fund shall be subordinate
to those required to be made into the Interest and Sinking Fund.
22
SECTION 16: PaYment of Bonds. While any of the
Bonds are Outstanding, the proper officers of the City are
hereby authorized to transfer or cause to be transferred to
the Paying Agent/Registrar therefor, from funds on deposit
in the Interest and Sinking Fund, and, if necessary, the
Reserve Fund, amounts sufficient to fully pay and discharge
promptly each installment of interest and principal of the
Bonds as the same accrue or mature or come due by reason of
redemption prior to maturity; such transfer of funds to be
made in such manner as will cause immediately available
funds to be deposited with the Paying Agent/ Registrar for
the Bonds at the close of the business day next preceding
the date of payment for the Bonds.
SECTION 17: Deficiencies in Funds. If in any
month the City shall, for any reason, fail to pay into the
Interest and Sinking Fund or the Reserve Fund the full
amounts above stipulated, amounts equivalent to such
deficiencies shall be set apart and paid into said Fund from
the first available and unallocated Net Revenues in the
following month or months and such payments shall be in
addition to the amounts hereinabove provided to be otherwise
paid into said Fund during such month or months.
SECTION 18: Excess Revenues. Any revenues in
excess of those required to establish and maintain the
special Funds created for the payment and security of the
Bonds Similarly Secured may be used for the redemption of
Bonds Similarly Secured or may be transferred to the general
fund of the City and used for general or special purposes.
SECTION 19: Security of Funds. That all moneys
on deposit in the special Funds referred to in this Ordinance
(except any portions 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 the State 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 20: Issuance of Additional Parity Bonds.
That in addition to the right to issue bonds of inferior
lien as authorized by the laws of this State, the City
reserves the right hereafter to issue Additional Bonds. The
Additional Bonds when issued shall be payable from and
secured by a first lien on and pledge of the Net Revenues of
the System in the same manner and to the same extent as are
the Previously Issued Bonds and the Bonds, and the Previously
Issued Bonds, the Bonds and the Additional Bonds shall in
all respects be of equal dignity. The Additional Bonds may
23
be issued in one or more installments, provided, however,
that none shall be issued unless and until the following
conditions have been met:
(a) The City is not then in default as to
any covenant, condition or obligation prescribed
in an ordinance authorizing the issuance of the
outstanding Bonds Similarly Secured.
(b) Each of the Funds created and established
for the payment and security of the Bonds Similarly
Secured contain the amount of money then required
to be on deposit therein.
(c) The "net earnings" of the System for (1)
any consecutive twelve months out of the fifteen
months next preceding the date of the Additional
Bonds or (2) the Fiscal Year next preceding the
date of the Additional Bonds are equal to at
least 1.30 times the principal and interest require-
ments of all Bonds Similarly Secured (after giving
effect to the issuance of the proposed Additional
Bonds) for the year when such requirements are the
greatest, as such IInet earnings" are shown by a
report of a certified Public Accountant. The term
"net earnings" as used in this section 20 shall
mean the gross revenues after deducting the expense
of operation and maintenance, but not deducting
depreciation or expenditures which, under standard
accounting practice, should be charged to capital
expenditures.
(d) The Additional Bonds are made to mature
on September 1 in each of the years in which they
are scheduled to mature.
(e) The ordinance authorizing the issuance
of the Additional Bonds provides for the accumulation
ln the Interest and Sinking Fund of amounts sufficient
to pay the principal of and interest on such
Additional Bonds as same mature.
(f) The ordinance authorizing the issuance
of the Additional Bonds provides that the amount
to be accumulated and maintained in the Reserve
Fund shall be in an amount not less than the
average annual requirement for the payment of
principal of and interest on all bonds to be
secured by a first lien on and pledge of the Net
Revenues of the System after giving effect to the
24
lssuance of the proposed Additional Bonds, and
provides that any additional Reserve Fund amount
which may thus be required shall be accumulated
within not more than five years and one month from
the date of the passage of the ordinance authorizing
the issuance of the proposed Additional Bonds.
The Bonds Similarly Secured may be refunded (pursuant
to any law then available) upon such terms and conditions as
the governing body of the City may deem to the best interest
of the City and its inhabitants, and if less than all such
outstanding revenue bonds are refunded, the proposed refunding
bonds shall be considered as IIAdditional Bonds" under the
provisions of this section and the report required in subparagraph
(c) above shall give effect to the issuance of the proposed
refunding bonds (and shall not give effect to the bonds
being refunded following their cancellation or provision
being made for their payment).
SECTION 21: 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. So long as any of the Bonds Similarly Secured are
Outstanding, the City agrees to maintain insurance for the
benefit of the holder or holders of such bonds on the System
of a kind and in an amount which usually would be carried by
private companies engaged in a similar type of business.
Nothing in this Ordinance shall be construed as requiring
the City to expend any funds which are derived from sources
other than the operation of the System but nothing herein
shall be construed as preventing the City from doing so.
SECTION 22: Records - Accounts - Accounting Reports.
The City hereby covenants and agrees that so long as any of
the Bonds Similarly Secured or any interest thereon, remain
Outstanding, it will keep and maintain a proper and complete
system of records and accounts pertaining to the operation
of the System (separate and apart from all other records and
accounts) in which complete and correct entries shall be
made of all transactions relating to said System, as provided
by Article 1113, V.A.T.C.S, and that the holder or holders
of any such bonds or any duly authorized agent or agents of
such holders, shall have the right at all reasonable times
to inspect the System and all properties comprising same.
The City further agrees that, within ninety (90) days 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. Each such audit, in addition
to whatever other matters may be thought proper by the
Accountant, shall particularly include the following:
25
(a) A detailed statement of the income and
expenditures of the System for such Fiscal Year.
(b) A balance sheet as of the end of such
Fiscal Year.
(c) The Accountant's comments regarding
the manner in which the City has carried out the
requirements of this Ordinance and his recom-
mendations for any changes or improvements in
the operation, records and accounts of the
System.
(d) A list of the insurance policies in
force at the end of the Fiscal Year on the
System properties, setting out as to each policy
the amount thereof, the risk covered, the name
of the insurer, and the policy's expiration
date.
(e) A list of the securities which have
been on deposit as security for the money in the
Interest and Sinking Fund throughout the Fiscal
Year, a list of the securities, if any, in which
the Reserve Fund has been invested, and a statement
of the manner in which money in the System Fund
has been secured in such Fiscal Year.
(f) The number of properties connected
with the System.
Expenses incurred in making the audits above
referred to are to be regarded as maintenance and operating
expenses of the System and paid as such. Copies of the
aforesaid annual audit shall be immediately furnished to the
Executive Director of the Municipal Advisory Council of
Texas at his office in Austin, Texas, and, to the original
purchasers of the Bonds and any subsequent holder at his
request. At the close of the first six months' period of
each Fiscal Year, the City Secretary is hereby directed to
furnish a copy of an operating and income statement in
reasonable detail covering such period to any Bondholder
upon his request therefor received not more than thirty (30)
days after the close of said six months' period. Any Bondholder
shall have the right to discuss with the Accountant making
the annual audit the contents thereof and to ask for such
additional information as he may reasonably require.
SECTION 23: Remedies in Event of Default. In
addition to all the rights and remedies provided by the laws
26
of the state of Texas, the City covenants agrees particularly
that in the event the City (a) defaults in payments to be
made to the Interest and sinking Fund and Reserve Fund as
required by this Ordinance or (b) defaults in the observance
or performance of any other of the covenants, conditions or
obligations set forth in this Ordinance, the holder or
holders of any of the Bonds shall be entitled to a writ of
mandamus issued by a court of proper jurisdiction compelling
and requiring the City Council 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 24: Further Covenants. That the City
hereby further covenants and agrees as follows:
(a) That it has the lawful power to
pledge the Net Revenues securing the payment of
Bonds and has lawfully exercised said 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.; that the
Bonds Similarly Secured shall be ratably secured
under said pledge of income in such manner that
one bond shall have no preference over any
other bond of said issues.
(b) That other than for the payment of
the Previously Issued Bonds and the Bonds, the
Net Revenues of the System have not in any
manner been pledged to the payment of any debt
or obligation of the City or of the System.
(c) That so long as any Bonds Similarly
Secured remain Outstanding, the City will not
sell or encumber the System or any substantial
part thereof, and that, with the exception of
the Additional Bonds expressly permitted by
this Ordinance to be issued, it will not encumber
the Net Revenues of the System unless such
encumbrance is made junior and subordinate to
27
the provisions of this Ordinance; provided,
however, the City may dispose of any portion of
the System located within the corporate limits
of any other municipality or municipalities
under the following conditions: (1) the sale
price for such portion of the System (as certified
by a registered professional engineer employed
by the City) is not less than the then appraised
value of the portion being sold, and in addition
to the sale price, the purchaser pays or makes
provision for the payment of any penalties and
added expenses that occur in such acquisition
(including the cost of acquiring for redemption
Bonds Similarly Secured or other obligations
issued by the City to acquire such properties)
and (2) the amount received by the City as the
sale price is applied (or provision is made to
apply) by such City to the payment and cancellation
of Bonds Similarly Secured or other obligations
issued by the City to acquire such properties
prior to their regularly scheduled maturity by
purchase in the open market or by exercise of
the prepayment option, and (3) the governing
body of the City finds that portion of the
System to be sold is not required for the
rendition of efficient service to the inhabitants
of the City.
(d) That no free services of the System
shall be allowed, and should the City or any of
its agents or instrumentalities make use of the
services and facilities of the System, payment
of the reasonable value thereof shall be made
by the City out of funds from sources other
than the revenues and income of the System;
(e) To the extent that it legally may,
the City further covenants and agrees that, so
long as any of the Bonds Similarly Secured or
any interest thereon are Outstanding, no franchise
shall be granted for the installation or operation
of any waterworks or sewer system other than
those owned by the City, and the operation of
any such system by anyone other than this City
is hereby prohibited.
SECTION 25: Bonds are Special Obligations.
That the Bonds are special obligations of the city payable
from the pledged Net Revenues of the System and the holders
thereof shall never have the right to demand payment thereof
out of funds raised or to be raised by taxation.
28
SECTION 26: Notices to Holders-Waiver. Wherever
this Ordinance provides for notice to Bondholders 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 Bondholder 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 Bondholders is given
by mail, neither the failure to mail such notice to any
particular Bondholders, nor any defect in any notice so
mailed, shall affect the sufficiency of such notice with
respect to all other Bonds. Where this Ordinance provides
for notice in any manner, such notice may be waived in
writing by the Bondholder 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 Bondholders
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 27: Cancellation. All Bonds surren-
dered for payment, redemption, transfer, exchange, or replace-
ment, if surrendered to the Paying Agent/Registrar, shall be
promptly cancelled by it and, if surrendered to the City,
shall be delivered to the Paying Agent/Registrar and, if not
already cancelled, shall be promptly cancelled by the Paying
Agent/Registrar. The City may at any time deliver to the
Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may
have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly cancelled by the Paying Agent/
Registrar. All cancelled Bonds held by the Paying Agent/
Registrar shall be returned to the City.
SECTION 28: Mutilated - Destroyed - Lost and
Stolen Bonds. If (1) any mutilated Bond is surrendered to
the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of
the destruction, loss, or theft of any Bond, and (2) there
is delivered to the City and the Paying Agent/Registrar such
security or indemnity as may be required to save each of
them harmless, then, in the absence of notice to the city or
the Paying Agent/Registrar that such Bond has been acquired
by a bona fide purchaser, the City shall execute and, upon
its request, the Paying Agent/Registrar shall register and
deliver, in exchange for or in lieu of any such mutilated,
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destroyed, lost, or stolen Bond, a new Bond of the same
Stated Maturity and of like tenor and principal amount,
bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost, or
stolen Bond has become or is about to become due and pay-
able, the City in its discretion may, instead of issuing a
new Bond, pay such Bond.
Upon the issuance of any new Bond under this
section, the City may require payment by the Bondholder of a
sum sufficient to cover any tax or other governmental charge
imposed in relation thereto and any other expenses (includ-
ing the fees and expenses of the Paying Agent/Registrar)
connected therewith.
Every new Bond issued pursuant to this section in
lieu of any mutilated, destroyed, lost, or stolen Bond shall
constitute a replacement of the prior obligation of the
City, whether or not the mutilated, destroyed, lost, or
stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance
equally and ratably with all other Outstanding Bonds.
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 Bonds.
SECTION 29: No-Arbitrage. That the City hereby
certifies and covenants that the proceeds of the Bonds are
needed at this time to finance the costs of making improvements
and extensions to the System; based on current facts, estimates
and circumstances, it is reasonably expected final disbursement
of the proceeds of sale of the Bonds will occur within three
years from the date of the receipt thereof by the City; it
is not reasonably expected the proceeds of the Bonds or
moneys deposited in the Interest and Sinking Fund for the
payment of the Bonds will be used or invested in a manner
that would cause the Bonds to be or become lIarbitrage bonds II
within the meaning of section 103(c) of the Internal Revenue
Code of 1954, as amended, or any regulations or published
rulings pertaining thereto; and save and except for the
Interest and Sinking Fund and Reserve Fund referred to
herein, no other Funds or Accounts have been established
for, or pledged to, the payment of the Bonds. Proper officers
of the City charged with the responsibility for the issuance
of the Bonds are hereby authorized and directed to make,
execute and deliver certifications as to facts, estimates
and circumstances in existence as of the date of the issuance
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of the Bonds and stating whether there are any facts, estimates
or circumstances which would materially change the City's
current expectations, and the covenants herein made and
certifications herein authorized are for the benefit of the
holders of the Bonds and may be relied upon by the Bondholders
and bond counsel for the City.
SECTION 30: satisfaction of Obligation of city.
If the City shall payor cause to be paid, or there shall
otherwise be paid to the Bondholders, the principal of,
premium, if any, and interest on the Bonds, at the times and
in the manner stipulated in this Ordinance, then the pledge
of the Net Revenues of the System under this Ordinance and
all other obligations of the City to the Bondholders shall
thereupon cease, terminate, and become void and be dis-
charged and satisfied.
Bonds 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 suf-
ficient to pay in full such Bonds 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 Bonds, 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 City
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 Bonds to be treated as tlarbitrage
bonds" within the meaning of section 103(c) of the Internal
Revenue Code of 1954, 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
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Bonds, 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 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 Bonds and remaining unclaimed for a
period of four (4) years after the Stated Maturity, or
applicable redemption date, of the Bonds 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.
The term IIGovernment Securitiesll, as used herein,
means direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the
United states of America, which are non-callable prior to
the respective Stated Maturities of the Bonds and may be
United states Treasury Obligations such as the State and
Local Government Series and may be in book-entry form.
SECTION 31: Ordinance a Contract - Amendments.
This Ordinance shall constitute a contract with the Bondholders
from time to time, be binding on the City, and shall not be
amended or repealed by the city so long as any Bond remains
Outstanding except as permitted in this section. The City,
may, without the consent of or notice to any Bondholders,
from time to time and at any time, amend this Ordinance in
any manner not detrimental to the interests of the Bondholders,
including the curing of any ambiguity, 'inconsistency, or
formal defect or omission herein. In addition, the City
may, with the written consent of Bondholders holding a
majority in aggregate principal amount of the Bonds then
Outstanding affected thereby, amend, add to, or rescind any
of the provisions of this Ordinance; provided that, without
the consent of all Bondholders of outstanding Bonds, 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 Bonds, 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 of, premium, if any, or interest on
the Bonds, (2) give any preference to any Bond over any
other Bond, or (3) reduce the aggregate principal amount of
Bonds required to be held by Bondholders for consent to any
such amendment, addition, or rescission.
SECTION 32:
Sale of the Bonds. The sale of the
Bonds to
Prudential Bache Sec.. Inc. and Associates
(herein referred to as the IIPurchaser(s)1I at the prlce of
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par and accrued interest to the date of delivery, plus a
premium of $ -0- . is hereby confirmed. Delivery
of the Bonds shall be made to the Purchasers as soon as
possible upon payment therefor being made in accordance with
the terms of sale.
SECTION 33: Control and Custody of Bonds. The
Mayor of the City shall be and is hereby authorized to take
and have charge of all necessary orders and records pending
the delivery of the Bonds, and shall take and have charge
and control of the Initial Bond(s) pending the approval
thereof by the Attorney General, the registration thereof by
the Comptroller of Public Accounts and the delivery thereof
to the Purchaser(s). .
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 relating to the City and its financial
affairs as may be necessary for the issuance of the Bonds,
the approval of the Attorney General and registration by the
Comptroller of Public Accounts and, together with the City's
financial advisor, bond counsel and the Paying Agent/Registrar,
make the necessary arrangements for printing of definitive
Bonds and the delivery of the Initial Bond(s) to the initial
purchasers and the initial exchange thereof for definitive
Bonds.
SECTION 34: Printed opinion. The purchaser's
obligation to accept delivery of the Bonds is subject to
receipt of a final opinion of Dumas, Huguenin, Boothman &
Morrow, Attorneys, Dallas, Texas, approving such Bonds as to
their validity, said opinion to be dated and delivered as of
the date of delivery and payment for the Bonds. printing of
a true and correct reproduction of said opinion on the
reverse side of each of the definitive Bonds is hereby
approved and authorized.
SECTION 35: CUSIP Numbers. CUSIP numbers may
be printed or typed on the definitive Bonds. It is ex-
pressly provided, however, that the presence or absence of
CUSIP numbers on the definitive Bonds shall be of no signi-
ficance or effect as regards the legality thereof and
neither the city nor attorneys approving said Bonds as to
legality are to be held responsible for CUSIP numbers incor-
rectly printed or typed on the definitive Bonds.
SECTION 36: 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,
33
the Paying Agent/Registrar and the Bondholders, 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 Bondholders.
SECTION 37: 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 38: 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 39: Effect of Headings. The section
headings herein are for convenience only and shall not
affect the construction hereof.
SECTION 40: Severability. If any provision of
this Ordinance or the application thereof to any circum-
stance 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 41: 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 42: Official Statement. That the
Official Statement prepared in the initial offering and sale
of the Bonds by the city is hereby approved as to form and
content and the 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 Bonds-by the above named purchaser(s) is
hereby approved and authorized; and proper officials of the
34
:."
City are hereby authorized to execute and deliver a certifi-
cate pertaining to said Official Statement as prescribed
therein, dated as of the date of payment for and delivery of
the Bonds.
SECTION 43: Effective Date. That this Ordinance
shall take effect and be in force immediately from and after
its passage, and it is so ordained.
PASSED AND ADOPTED, this the 23rd day of July, 1984.
\\ _1
Z~~ S~ ~(l~~
Mayor, City of North Richland
Hills, Texas
ATTEST:
c:;1l:'Z//,U/-,C::;¿:,u-:t' )
~áiCity secre~ary, City of North
Richland Hills, Texas
APPROVED AS TO LEGALITY:
ßfi,~
Clty Attorney, Clty of North
Richland Hills, Texas
(City Seal)
35