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HomeMy WebLinkAboutORD 85-127 ORDINANCE AUTHORIZING THE ISSUANCE OF $6, 700,000 THE CITY OF BEAUMONT COMBINATION TAX AND REVENUE REFUNDING BONDS, SERIES 1985-A; AND AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OBLIGATIONS; THE STATE OF TEXAS COUNTY OF JEFFERSON § THE CITY OF BEAUMONT § WHEREAS, the City of Beaumont, Texas (the "City") has heretofore issued certificates of obligation which are payable in whole or in part from ad valorem taxes and which are more fully described herein, of which $6, 650, 000 in aggregate amount remains outstanding (the "Refunded Certifi- cates") ; and WHEREAS, the City desires to refund the Refunded Certificates, in advance of their maturities, in order to restructure the debt service payable by the City to allow repayment without raising taxes; and WHEREAS, the City is authorized by Article 717k, Vernon' s Texas Civil Statutes, as amended, to issue refund- ing bonds for the purpose of refunding the Refunded Certifi- cates in advance of their maturities, and to accomplish such refunding by depositing directly with any paying agent for the Refunded Certificates the proceeds of such refunding bonds, together with other available funds, in an amount sufficient to provide for the payment or redemption of the Refunded Certificates, and such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Certificates; and WHEREAS, the City desires to authorize the transfer and deposit of certain existing funds and the deposit of pro- ceeds of the refunding bonds to pay the Refunded Certifi- cates; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the transfer and deposit of funds referred to above, the Refunded Certificates shall no longer be regarded as being outstanding, except for the purpose of being paid pursuant to such deposit, and the pledges, liens, trusts and all other covenants, provisions, terms and conditions of the ordinance authorizing the issuance of the Refunded Certificates shall be discharged, terminated and defeased; Now, Therefore BE IT ORDAINED BY THE CITY OF BEAUMONT: 1. It is hereby found and determined that the trans- actions contemplated in this Ordinance will benefit the City by restructuring the debt service payable on the obligations being refunded to allow the repayment of the debt represent- ed by such obligations without raising taxes, and that such benefit is sufficient consideration for the refunding of such obligations . 2 . Throughout this ordinance the following terms and expressions as used herein shall have the meanings set forth below: The term "Bond Register" shall mean the books of registration kept by the Registrar in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to, each Owner. The term "Bonds" shall mean the $6, 700 ,000 The City of Beaumont Combination Tax and Revenue Refunding Bonds, Series 1985-A authorized in this Ordinance, unless the context clearly indicates otherwise. The term "Interest and Sinking Fund" shall mean the interest and sinking fund for payment of the Bonds estab- lished by the City pursuant to Section 8 of this Ordinance. The term "City" shall mean The City of Beaumont, Texas. The term "Interest Payment Date" , when used in connec- tion with any Bond, shall mean March 1 , 1986, and each September 1 and March 1 thereafter until maturity or earlier redemption of such Bond. The term "Net Revenues" shall mean the revenues of the System remaining after the deduction of the reasonable and necessary expenses of operation and maintenance of the System. The term "Ordinance" as used herein and in the Bonds shall mean this ordinance authorizing the Bonds. The term "Owner" shall mean any person who shall be the registered owner of any outstanding Bond. The term "Paying Agent" shall mean the Registrar. The term "Record Date" .shall mean the fifteenth (15th) calendar day of the month next preceding each Interest Payment Date. The term "Refunded Certificates" shall mean the City' s outstanding Waterworks and Sewer System Certificates of Obligation, Series 1985-A and Series 1985-B, in the aggre- gate principal amount of $6 , 650 , 000 . The term "Registrar" shall mean Texas Commerce Bank National Association, Houston, Texas, and its successors in that capacity. The term "System" shall mean the City' s waterworks and sewer system. 3 . The Bonds shall be issued in fully registered form in the total authorized aggregate amount of Six Million Seven Hundred Thousand Dollars ($6,700 ,000) for the purpose of refunding all of the Refunded Certificates. 4 . (a) The Bonds shall be designated as "THE CITY OF BEAUMONT COMBINATION TAX AND REVENUE REFUNDING BONDS, SERIES 1985-A" , and shall be dated December 1, 1985 . The Bonds shall bear interest at the rates set forth below from the later of December 1 , 1985, or the most recent Interest Payment Date to which such interest has been paid or duly provided for, calculated on the basis of a 360 day year of twelve 30 day months, payable on March 1, 1986 , and semian- nually thereafter on September 1 and March 1 of each year until maturity or prior redemption. -2- (b) The Bonds shall be issued bearing the numbers, in the principal amounts , and bearing interest at the rates set forth in the following schedule, and may be transferred and exchanged as set out in this Ordinance. The Bonds shall mature, subject to prior redemption in accordance with this Ordinance, on September 1 in each of the years and in the amounts set out in such schedule. Bonds delivered on transfer of or in exchange for other Bonds shall be numbered in order of their authentication by the Registrar, shall be in the denomination of $5 , 000 or integral multiples thereof, and shall mature on the same date and bear interest at the same rate as the Bond or Bonds in lieu of which they are delivered. Bond Principal Interest Number Year Amount Rate R- 1 1987 $ 60 ,000 10 .0% R- 2 1988 70 , 000 10 .0% R- 3 1989 80 , 000 10 .0% R- 4 1990 90 , 000 10 .0% R- 5 1991 100,000 10 . 0% R- 6 1992 240, 000 10 . 0% R- 7 1993 250, 000 10 . 0% R- 8 1994 275, 000 10 . 0% R- 9 1995 300 , 000 10 . 0% R-10 1996 350, 000 10. 0% R-11 1997 375 ,000 10 .0% R-12 1998 400 , 000 10 .0% R-13 1999 450 , 000 8 . 8% R-14 2000 475, 000 8 . 9% R-15 2001 525 ,000 8 . 9% R-16 2002 580 , 000 9 . 0% R-17 2003 630 , 000 9 . 0% R-18 2004 700 , 000 9 . 0% R-19 2005 750, 000 8 .5% (c) The Bonds shall be signed by the Mayor and coun- tersigned by the City Clerk, by their manual, lithographed, or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds . If any officer of the City whose manual or facsimile signature shall appear on the Bonds shall cease to be such officer before the authentication of such Bonds or before the delivery of such Bonds, such manual or facsimile signa- ture shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. (d) Only such Bonds as shall bear thereon either (i) the manually executed registration certificate of the Comptroller of Public Accounts of the State of Texas sub- stantially in the form provided in Section 6 (b) of this Ordinance or (ii) a certificate of authentication, substan- tially in the form provided in Section 6 (c) of this Ordi- nance, manually executed by an authorized officer of the Registrar, shall be entitled to the benefits of this Ordi- nance or shall be valid or obligatory for any purpose. Such duly executed certificate of authentication shall be conclu- sive evidence that the Bond so authenticated was delivered by the Registrar hereunder. -3- (e) The Registrar is hereby appointed as the paying agent for the Bonds. The principal of the Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America, which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the principal corporate trust office of the Registrar. The interest on each Bond shall be payable by check payable on the Interest Payment Date, mailed by the Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Bond Register. (f) The City, the Registrar and any other person may treat . the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal of such Bond, and for the further purpose of making and receiving payment of the interest on such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the City nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any Bond in accordance with this Section 4 (f) shall be valid and effectual and shall discharge the liability of the City and the Registrar upon such Bond to the extent of the sums paid. (g) So long as any Bonds remain outstanding, the Registrar shall keep at its principal corporate trust office the Bond Register, in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and transfer of Bonds in accordance with the terms of this Ordinance. Each Bond shall be transferable only upon the presenta- tion and surrender thereof at the principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the registered Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any Bond for transfer, the Registrar shall authenticate and deliver in exchange therefor, within 72 hours after such presentation, a new Bond or Bonds, registered in the name of the trans- feree or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate as the Bond or Bonds so presented. All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this Section 4 (g) . Each Bond delivered in accordance with this Section 4 (g) shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The City or the Registrar may require the Owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with -4- 9 the transfer or exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the City. The Registrar shall not be required (1) to issue, transfer or exchange any Bond during the period beginning at the opening of business 15 days before the date of the first mailing of a notice of redemption and ending at the close of business on the date of such mailing, or (2) to transfer any Bond selected for redemption, if such redemption is to occur within 30 calendar days. (h) All Bonds paid or redeemed in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accor- dance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment or redemp- tion. The Registrar shall furnish the City with appropriate certificates of destruction of such Bonds. (i) Upon the presentation and surrender to the Regis- trar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken, the City, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. The City or the Registrar may require that the Owner of such mutilated, lost, apparently destroyed or wrongfully taken Bond comply with the provisions set forth in Section 4 (j) of this Ordinance. (j) The City or the Registrar may require the Owner of a mutilated Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Registrar. The City or the Registrar may require the Owner of a lost, apparently destroyed or wrongfully taken Bond, before any replacement Bond is issued, to: (1) furnish to the City and the Registrar satis- factory evidence of the ownership of and the circum- stances of the loss, destruction or theft of such Bond; (2) furnish such security or indemnity as may be required by the Registrar and the City to save them harmless; (3) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Registrar and any tax or other governmental charge that may be imposed; and (4) meet any other reasonable requirements of the City and the Registrar. If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such -5- s. replacement Bond was issued presents for payment such original Bond, the City and the Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a replacement Bond, authorize the Registrar to pay such Bond. Each replacement Bond delivered in accordance with this Section 4 (j) shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. 5 . (a) The City reserves the right, at its option, to redeem the Bonds prior to maturity, in whole or from time to time in part, in such manner as the City may select, on September 1 , 1998 , or on any date thereafter, at par plus accrued interest on the Bonds called for redemption to the date fixed for redemption. If less than all the Bonds are to be redeemed, the particular Bonds to be redeemed shall be selected by the City. (b) Principal amounts may be redeemed only in integral multiples of $5, 000. If a Bond subject to redemption is in a denomination larger than $5 ,000, a portion of such Bond may be redeemed, but only in integral multiples of $5, 000 . Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 3 (g) hereof, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate, in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. (c) Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall be given by the Registrar at least thirty days prior to the date fixed for redemption by (i) sending written notice by first class mail to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Bond Register and (ii) publica- tion in a financial journal or publication of general circulation in the United States of America. Such notices shall state the redemption date, the redemption price, the amount of accrued interest payable on the redemption date, the place at which Bonds are to be surrendered for payment and, if less than all Bonds outstanding are to be redeemed, the numbers of the Bonds or portions thereof to be redeemed. Any notice given as provided in this Section 4 (c) shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. By the date fixed for redemption, due provision shall be made with the Registrar for payment of the redemption price of the Bonds or portions thereof to be redeemed, plus accrued interest to the date fixed for redemption. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Bonds or por- tions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the -6- rights of the Owners to collect interest which would other- wise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. 6 . (a) The Bonds shall be in substantially the following form, with such additions, deletions and varia- tions as may be necessary or desirable and permitted by this Ordinance: (Face of Bond) United States of America State of Texas NUMBER DENOMINATION REGISTERED REGISTERED THE CITY OF BEAUMONT Combination Tax and Revenue Refunding Bond Series 1985-A INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: December 1 , 1985 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Beaumont, Texas (the "City") promises to pay to the Registered Owner identified above, or registered assigns , on the date specified above, upon presentation and surrender of this bond at the principal corporate trust office of Texas Commerce Bank National Association, Houston, Texas (the "Registrar") , the principal amount identified above, payable in any coin or currency of the United States of America which on the date of payment of such principal is legal tender for the payment of debts due the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 day year of twelve 30 day months, from the later of December 1 , 1985 , or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this bond is payable by check payable on March 1 and September 1 , beginning on March 1, 1986, mailed to the registered owner of record as of the previous February 15 and August 15 as shown on the books of registration kept by the Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, this bond has been signed with the manual or facsimile signature of the Mayor and countersigned with the manual or facsimile signature of the City Clerk, -7- and the official seal of the City has been duly impressed, or placed in facsimile, on this bond. (AUTHENTICATION CERTIFICATE) (SEAL) TH TT F BE 0 or City Clerk (Back Panel of Bond) THIS BOND is one of a duly authorized issue of Bonds, aggregating $6, 700, 000 (the "Bonds") , issued for the purpose of refunding all of the City' s outstanding $6 ,650 , 000 Waterworks and Sewer System Certificates of Obligation, Series 1985, pursuant to an ordinance adopted by the City Council on December 3 , 1985 (the "Ordinance") . THE CITY RESERVES THE RIGHT, at its option, to redeem the Bonds prior to their scheduled maturities, in whole or from time to time in part, in integral multiples of $5,000, on September 1 , 1998 , or on any date thereafter, at par plus accrued interest on the principal amounts called for redemp- tion to the date fixed for redemption. Reference is made to the Ordinance for complete details concerning the manner of redeeming the Bonds . Notice of any redemption shall be given at least thirty (30) days prior to the date fixed for redemption by first class mail, addressed to the registered owners of each Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar and by publication once in a financial journal or publication of general circulation in the United States of America. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. This Bond is transferable only upon presentation and surrender at the principal corporate trust office of the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative, subject to the terms and condi- tions of the Ordinance. The Bonds are exchangeable at the principal corporate trust office of the Registrar for bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Ordinance. The Registrar is not required (1) to issue, transfer or exchange any Bond during the fifteen days prior to the mailing of any notice of redemption, or (2) to transfer any Bond selected for redemption during the thirty days prior to such redemption. This Bond shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Bond either (i) is registered by the Comptroller of Public Accounts of the State of Texas by registration -8- certificate endorsed hereon or (ii) is authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the City, within the limits prescribed by law, and have been pledged irrevocably for such payment. IT IS HEREBY FURTHER CERTIFIED, RECITED AND REPRESENTED that the net revenues (the "Net Revenues") to be derived from the operation of the City' s waterworks and sewer system (the "System") , are also pledged to the payment of the principal of and interest on the Bonds to the extent that said taxes levied and collected for same may ever be insuf- ficient or unavailable for said purpose, all as set forth in the Ordinance, to which reference is made for all particu- lars; provided, however, that such pledge of the Net Reve- nues is and shall be junior and subordinate in all respects to the pledge of the Net Revenues to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Bonds. (b) Bonds No. R-1 through R-19 shall be registered by the Comptroller of Public Accounts of the State of Texas, as provided by law. The registration certificate of the Comptroller of Public Accounts shall be printed on Bonds R-1 through R-19 and shall be in substantially the following form: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. 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 that this bond has been registered by the Comptroller of Public Accounts of the State of Texas . WITNESS MY SIGNATURE AND SEAL this xxxxxxxxxx Comptroller of Public Accounts (SEAL) of the State of Texas (c) The following form of authentication certificate shall be printed on the face of each of the Bonds: -9- Registration Date: AUTHENTICATION CERTIFICATE This bond is one of the bonds described in and delivered pursuant to the within-mentioned Ordinance. Texas Commerce Bank National Association By Authorized Officer (d) The following form of assignment shall be printed on the back of each of the Bonds : ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer said bond on the books kept for regis- tration thereof, with full power of substitution in the premises . DATED: Signature Guaranteed: Registered Owner 7 . The approving opinion of Vinson & Elkins, Houston, Texas, and CUSIP Numbers may be printed on the Bonds, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds . 8 . The proceeds from all taxes levied, assessed and collected for and on account of the Bonds authorized by this Ordinance shall be deposited, as collected, in the Interest and Sinking Fund. While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner, and at the same time as other City taxes are assessed, levied and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax upon all taxable property in the City, within the limits prescribed by law, sufficient to pay the current interest on the Bonds as the same becomes due and to provide and maintain a sinking fund of not less than two percent of the principal amount of the Bonds or the amount required to pay each installment of principal of the Bonds as the same matures, whichever is greater, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the payment of the interest on and principal of the Bonds and to no other purpose. In addition, interest accrued from the date of the Bonds until their delivery, will be deposited in such fund. 9 . The Net Revenues of the System are hereby irrevo- cably pledged to the payment of the principal of and inter- est on the Bonds as the same come due to the extent that the taxes mentioned in Section 8 of this Ordinance may ever be -10- insufficient or unavailable for said purpose; provided, however that such pledge of the Net Revenues is and shall be junior and subordinate in all respects to the pledge of the Net Revenues to the payment of any obligations of the City heretofore or hereafter authorized which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Bonds. 10. The City reserves the right to issue for any lawful purpose, at any time in one or more installments, bonds, certificates of obligation or other obligations payable in whole or in part from the Net Revenues of the System, secured by pledges of the Net Revenues that may be prior and superior in right to, on a parity with, or junior and subordinate to the pledge of the Net Revenues securing the Bonds. 11 . After the Bonds to be initially issued have been executed, it shall be the duty of the Mayor to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of Texas , for exam- ination and approval by the Attorney General. After the Bonds to be initially issued have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Bonds to be initially issued, the Comptroller of Public Accounts (or a deputy lawfully des- ignated in writing to act for the Comptroller) shall manual- ly sign the Comptroller' s Registration Certificate pre- scribed herein to be printed and endorsed on the Bonds to be initially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 12 . The Bonds are hereby sold and shall be delivered to Chemical Bank & Associates for a price of par, plus accrued interest to date of delivery and a cash premium of $3 ,480 .00 . It is hereby found and determined that such price is the best reasonably obtainable by the City after taking public bids for the Bonds. 13. The City certifies that based upon all facts and estimates now known or reasonably expected to be in exis- tence on the date the Bonds initially issued are delivered and paid for, the City reasonably expects that the proceeds of the Bonds will not be used in a manner that would cause the Bonds or any portion of the Bonds to be an "arbitrage bond" under Section 103 (c) (2) of the Internal Revenue Code of 1954 , as amended, and the regulations prescribed thereun- der. Furthermore, all officers , employees and agents of the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the City as of the date the Bonds initially issued are delivered and paid for. In particular, all or any officers of the City are authorized to certify for the City the facts and circumstances and reasonable expectations of the City on the date the Bonds initially issued are delivered and paid for regarding the amount and use of the proceeds of the Bonds. Moreover, the City covenants that it shall make such use of the proceeds of the Bonds, regulate investments of proceeds of the Bonds and take such other and further actions as may be required so that the Bonds shall not be "arbitrage bonds" under Section 103 (c) (2) of the Internal Revenue Code of 1954, as amended, and the regula- tions prescribed from time to time thereunder. -11- 14 . Proceeds from the sale of the Bonds shall, prompt- ly upon receipt by the City, be applied as follows: (a) Accrued interest shall be deposited into the Interest and Sinking Fund. (b) The remaining proceeds from the sale of the Bonds, together with other available funds, shall be applied to refund the Refunded Certificates on the date of delivery of the Bonds, and to pay all expenses arising in connection with the issuance of the Bonds. 15 . Redemption of Refunded Certificates. The City hereby calls for redemption and authorizes the redemption of, and payment of the applicable redemption prices for, on the date of delivery of the Bonds, the Refunded Certifi- cates . Notice of such redemption is hereby authorized and directed to be given in the manner required by the ordinance authorizing the issuance of such Certificates, or as may be agreed upon by the City and the owner of such Certificates. 16 . Transfer of Money in Interest and Sinking Fund. On the date of delivery of the Bonds, there shall be trans- ferred from the City' s existing interest and sinking fund for the Refunded Certificates an amount sufficient to pay the accrued interest on the Refunded Certificates to such date. 17 . The form of agreement setting forth the duties of the Registrar is hereby approved, and an appropriate offi- cial of the City is hereby authorized to execute such agreement for and on behalf of the City. The City reserves the right to replace the Registrar or its successor at any time. If the Registrar is replaced by the City, the new Registrar shall accept the previous Registrar' s records and act in the same capacity as the previous Registrar. Any Registrar selected by the City shall be a bank, trust company, financial institution or other entity duly qualified and legally authorized to act as and perform the duties of Registrar for the Bonds. The successor Registrar, if any, shall be determined by the City. 18 . The Preliminary Official Statement submitted to the City Council is hereby approved for use in connection with the distribution of the Bonds and the preparation of a Final Official Statement is hereby authorized. 19. It is hereby officially found and determined that the meeting at which this Ordinance was adopted was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon' s Texas Civil Statutes. 20 . The urgent need for restructuring the debt service payable by the City creates an emergency requiring that this ordinance be, and it hereby is, declared an emergency -12- measure, and same shall be effective immediately upon its passage on the date it is introduced. PASSED AND APPROVED this 3rd da of December, 1 85. ,3 i Ma The City of Beaumont ATTEST: i y Vlerk The City of Beaumont a -13-