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HomeMy WebLinkAboutORD 83-88 AGENDA ffM TT a-gu_ ORDINANCE AUTHORIZING THE ISSUANCE OF $2, 350 , 000 CITY OF BEAUMONT, TEXAS, PUBLIC IMPROVEMENT COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1983 WHEREAS, in order to enable the City of Beaumont, Texas (the "City" ) to finance certain much needed permanent public. improvements , to-wit: permanent sanitary landfill, facili- ties and for part or ail of the cost of acquiring equipment for said sanitary landfill, the City has determined that it is in the best interests of the City to issue and sell for cash the certificates of obligation authorized herein, in an amount sufficient to provide for the costs of such improve- ments and to secure such certificates by the levy of annual ad valorem taxes and further by a junior and subordinate lien on and pledge of net revenues of the City' s swimming pool facilities; and WHEREAS, the City Council of the City, by ordinance adopted June 21 , 1983 , found that it was necessary and desirable for the City to issue such certificates of obligation, sell them for cash, and apply the proceeds for part or all of the cost such improvements , and the City thereafter gave due and proper notice of its intention to issue and sell for cash such certificates of obligation as required by Article 2368a. 1 , V.T.C.S. ; and WHEREAS, on July 18, 1983 , the date on which the City Council tentatively proposed to adopt the ordinance autho- rizing the issuance of said certificates , it was not practi- cable to adopt the ordinance because numerous terms of the certificates were not known; and a WHEREAS, the City Council subsequently found and determined that the amount of certificates was insufficient to accomplish the purposes set out in such notice, and the City Council on August 2, 1983 , authorized, ratified, approved and confirmed the publication on July 30 and August 6, 1983 , of notice of its intention to issue and sell for cash certificates of obligation in the maximum principal amount of $2 , 350,000; and WHEREAS, there has not been filed with the City Clerk a petition protesting the issuance of such certificates and requesting an election on same; and WHEREAS, it is affirmatively found that the City Council is authorized to proceed with the issuance and sale of such certificates in accordance with the terms of this Ordinance; Therefore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: Section 1 : Findings. The facts and recitations con- tained . in the preamble of this Ordinance are hereby found and declared to be true and correct. Section 2: Definitions. In this Ordinance, the following terms shall have the following meanings unless the context clearly indicates otherwise and except when used in the Form of Certificate: "Certificates" shall mean the "City of Beaumont, Texas, Public Improvement Combination Tax and Revenue Certificates - F5- rx Ss. /i - _P 2 of Obligation, Series 1983 , issued in the aggregate princi- pal amount of $2 , 350, 000 , authorized by this Ordinance, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any Certificate previously issued. "City" shall mean the City of Beaumont, Texas, and where appropriate , the City Council thereof and any succes- sors to the City as owner of the System. "Holder" or "Holders" when used with respect to any Certificate means the Person in whose name such Certificate is registered in the Register. "Initial Certificate" shall mean the Certificate or Certificates authorized to be issued hereunder upon which the registration certificate manually executed by or on behalf of the Comptroller of Public Accounts of the State of Texas has been placed. "Initial Date" shall mean August 1 , 1983. "Initial Purchaser" shall mean the Person stated in Section 29 hereof. "Interest Payment Date" shall mean any of the respec- tive dates on which interest on the Certificates is due and payable and shall be February 1 and August 1 of each year, commencing on February 1, 1984 , while any Certificate is outstanding. "Net Revenues" shall mean all revenues, income and receipts of every nature derived or received by the City from the operation and ownership of the City' s swimming pool facilities after paying the expenses of operation and maintenance thereof. "Ordinance" shall mean this Ordinance Authorizing the Issuance of $2, 350 ,000 City of Beaumont, Texas , Public Improvement Combination Tax and Revenue Certificates of Obligation, Series 1983 , and any supplements or amendments thereto. "Paying Agent/Registrar" shall mean the "Paying Agent/ Registrar" named herein until a successor Paying Agent/ Registrar shall have become such pursuant to the applicable provisions of this Ordinance, and thereafter "Paying Agent/ Registrar" shall mean such successor Paying Agent/Registrar. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock com- pany, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Record Date" for the interest payable on any Interest Payment Date shall mean the 15th day of the month preceding such Interest Payment Date. "Register" shall mean the registry books maintained on behalf of the City by the Paying Agent/Registrar designated by the City for such purpose in which are maintained the names and addresses of the Holders of the Certificates and the principal amount of the Certificates registered in the name of each Holder. -2- "System" shall mean all properties, facilities , im- provements, equipment, interests, rights and powers con- stituting the swimming pool facilities of the City, includ- ing all future extensions, replacements, betterments, additions , improvements, enlargements, acquisitions , pur- chases and repairs to the System. Section 3 : Name, Amount, Purpose and Authorization. The City' s negotiable, serial certificates of obligation to be designated "CITY OF BEAUMONT, TEXAS, PUBLIC IMPROVEMENT COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1983 (the "Certificates" ) are hereby authorized in the total aggregate principal amount of $2 ,350 ,000 for the purpose of evidencing the indebtedness of the City for paying all or any part of the cost of constructing permanent sanitary landfill facilities and for part or all of the cost of acquiring equipment for said sanitary landfill under and in strict conformity with the Constitution and laws of the State of Texas, including particularly Article 2368a. 1, Vernon' s Texas Civil Statutes , as amended. Section 4 : Date, Denomination, Interest Rates and Maturities . The Certificates shall be in fully registered form without coupons, in the denomination of $5 , 000 or any integral multiple thereof, shall be numbered in such manner as shall be practical and acceptable to the Paying Agent/ Registrar, shall bear interest per annum from their date until paid at the rates specified below payable on the dates shown in the FORM OF CERTIFICATE set forth in this Ordinance and shall mature serially on the maturity date, in each of the years , and in the amounts, respectively, as set forth in the following schedule: MATURITY DATE: AUGUST 1 YEARS AMOUNTS INTEREST RATE 1984 $160 ,000 �0. 5 % 1985 175 , 000 -7. 0 % 1986 190, 000 -7. Z9 % 1987 200, 000 7.5 % 1988 225 , 000 8.0 % 1989 240, 000 9.z5 % 1990 260 , 000 8_6' % 1991 275, 000 1.0 % 1992 300 ,000 1./0 % 1993 325, 000 5.26 % The Initial Date of the Certificates is August 1 , 1983 . The Certificates shall not be subject to redemption prior to their scheduled maturities. Section 5 : Medium and Place of Payment, Character- istics and Execution. The principal of and interest on the .Certificates shall be payable as indicated in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates shall have the characteristics, and shall be signed and executed (and the Certificates shall be sealed) , all as provided and in the manner indicated in the FORM OF CERTI- FICATE set forth in this Ordinance. Section 6: Form of Certificates and Comptroller's Registration Certificate. The form of the Certificates, form of registration certificate 'of the Comptroller of Public Accounts of the State of Texas, form of Certificate �Po' -3- of Paying Agent/Registrar and Form of Assignment shall be substantially in the forms set forth in this Section, with such additions, deletions and variations as may be necessary or desirable and permitted or required by this Ordinance and may have such letters, numbers, or other marks of identi- fication and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or de- termined by the officers executing such Certificates as evidenced by their execution thereof. Any portion of the text of any certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate: FORM OF INITIAL CERTIFICATE: REGISTERED REGISTERED No. T-1 $2, 350 , 000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF JEFFERSON CITY OF BEAUMONT, TEXAS, PUBLIC IMPROVEMENT COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 1983 THE CITY OF BEAUMONT, in the County of Jefferson, State of Texas, for value received, hereby PROMISES TO PAY TO Underwood, Neuhaus & Co. , Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . or registered assigns, on the 1st day of August in each of the years set forth in the following table the principal amounts set forth opposite such year, and to pay interest thereon from the later of August 1 , 1983 , or the most recent interest payment date to which interest has been paid or provided for, and at the per annum rates set forth opposite each principal amount calculated on the basis of a 360-day year of twelve 30-day months: Amount Interest Year Maturing Rate 1984 $160,000 G.S % 1985 175,000 7.0 % 1986 190,000 7.ZS % 1987 - 200, 000 7.5 % 1988 225 ,000 8.0 % 1989 240, 000 8.aS % 1990 260,000 9-T % 1991 275, 000 9.0 % 1992 300,000 9.10 % 1993 325, 000 rl.a $ interest payable February 1 , 1984, and semiannually thereaf- ter on August 1 and February 1 in each year until the City's obligation with respect to the payment thereof has been discharged. The principal of this certificate shall be payable, without exchange or collection charges to the registered holder thereof, 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, upon presentation of this certificate at the principal corporate trust office of Texas Commerce Bank National Association, Houston, Texas (the "Paying Agent/Registrar") . Interest on this certificate shall be payable by check mailed by the Paying Agent/Registrar dated as of the interest payment date and mailed to the person in whose name such certificate is registered at the close of business on the Record Date, which shall be the fifteenth day next preceding such interest payment date at the address shown on such registration books. THE DATE OF THIS CERTIFICATE, in conformity with the Ordinance, is August 1 , 1983 . THIS CERTIFICATE IS ONE OF A SERIES of negotiable certificates of obligation of the City of Beaumont, Texas, Public Improvement Combination Tax and Revenue Certificates of Obligation, Series 1983 , issued in the aggregate princi- pal amount of $2 ,350 , 000 for the purpose of evidencing the indebtedness of the City for paying all or any part of the cost of constructing permanent sanitary landfill facilities and for part or all of the cost of acquiring equipment for said sanitary landfill, under and in strict conformity with the Constitution and laws of the State of Texas , including particularly Article 2368a. 1 Vernon' s Texas Civil Statutes, as amended, and authorized pursuant to an ordinance duly adopted by the City Council of the City (the "Ordinance" ) . IT IS HEREBY certified, recited and covenanted that this certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the issuance and delivery of this certif- icate, have been performed, existed and been done in accor- dance with law; that due provision has been made for the payment of the interest on and principal of this certificate and the series of which it is a part by the levy of a direct annual ad valorem tax upon all taxable property in the City sufficient for such purposes, and, in addition, by a junior and subordinate lien on and pledge of the Net Revenues of the City' s swimming pool facilities as more fully defined in the Ordinance; that this certificate shall be a debt of the City within the meaning of Article XI, Sections 5 and 7 of the Constitution of Texas; that, when delivered, this certificate shall be deemed and construed to be a "Security" within the meaning of Chapter 8, Investment Securities, Texas Uniform Commercial Code; and that the issuance of this series of certificates does not exceed any constitutional or statutory limitation. - IT IS FURTHER CERTIFIED, RECITED AND REPRESENTED that .the revenues to be derived from the operation of the City' s swimming pool facilities (the "System") , after the payment of all operation and maintenance expenses of the System (the "Net Revenues") are also pledged, together and on a parity with the City of Beaumont, Texas, Public Improvement Com- bination Tax and Revenue Certificates of Obligation, Series 1981 , to the payment of the principal of and interest on this certificate and the series of which it is a part to the extent that the taxes levied and collected for same may ever be insufficient or unavailable for such purpose, all as set forth in the Ordinance to which reference is made for all particulars; provided, however, that such pledge of such -5- Q-A? da revenues and shall be junior and subordinate in all respects to the pledge of such revenues to the payment of all other certificates of obligation and bonds which the City may hereafter issue and which are secured by a first lien on the Net Revenues of the System. THIS CERTIFICATE is transferable only upon presentation and surrender hereof at the principal corporate office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered holder or his authorized representative, subject to the terms and conditions of the Ordinance. THIS CERTIFICATE is exchangeable at the principal corporate trust office of the Paying Agent/Registrar for certificates in the principal amount of $5 , 000 or any integral multiple thereof, subject to the terms and con- ditions of the Ordinance. THE ORDINANCE CONTAINS PROVISIONS permitting the City to amend the Ordinance, or any ordinance supplemental thereto and the rights and obligations of the City and of the holder of this certificate, and any such amendment shall be binding upon the holder of this certificate without endorsement hereon or any reference to such amendment, provided that no amendment shall permit (a) an extension of the maturity of the principal of or the interest on this certificate, or (b) a reduction of the principal amount of this certificate or the rate or rates of interest thereon. THE CITY RESERVES THE RIGHT to issue additional certi- ficates of obligation and bonds which may be in whole or in part payable from and secured by a first lien on and pledge of the Net Revenues of the System, as well as additional certificates of obligation and bonds on a parity with the pledge of and lien on the Net Revenues securing this Certif- icate and the series of which it is a part. IN WITNESS WHEREOF, this certificate has been signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signa- ture of the City Clerk of the City and the official seal of the City has been duly impressed, or placed in facsimile, on this certificate. xxxxxxxxxx Mayor CITY OF BEAUMONT, TEXAS COUNTERSIGNED: xxxxxxxxxx City Clerk CITY OF BEAUMONT, TEXAS (CITY SEAL) FORM' F REGISTRATION CERTIFICATE COMPTROLLER' S REGISTRATION CERTIFICATE S REGISTER NO. 0 I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this certificate has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas , and it is a valid and binding obligation of the City of Beaumont, Texas, and said certifi-_ cate has this day been registered by me. WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas, Comptroller of Public Accounts (SEAL) of the State of Texas FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, as- signs, and transfers unto (Print or typewrite name, address, and zip code of transferee: ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Social Security or other identifying number: . . . . . . . . . . ) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . attorney to transfer the within certificate on the books kept for registration thereof, with full power of substitu- tion in the premises . DATED: _ - - - Registered Holder Signature Guaranteed: FORM OF CERTIFICATE: REGISTERED REGISTERED No. . . . . . . . $. . . . . . . . . UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF JEFFERSON CITY OF BEAUMONT, TEXAS, PUBLIC IMPROVEMENT COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 1983 -Interest Rate Due [August 1] Initial Date Cusip No. . . . . . . . . . . . August 1, 1983 . . . . . . . . . THE CITY OF BEAUMONT, in the County of Jefferson, State of Texas, for value received, hereby PROMISES TO PAY TO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (� Oa -7- or registered assigns, on the date specified above, upon presentation and surrender of this Certificate at the principal corporate trust office of Texas Commerce Bank National Association, Houston, Texas, (the "Paying Agent/ Registrar") the principal sum of . . . . . . . . . . . . . . . . . . . . . DOLLARS 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 the Initial Date or the most recent interest payment date to which interest has been paid or provided for, semiannually on February 1 and August 1 of each year commencing on February 1 , 1984 . Interest on this Certificate shall be payable by check dated as of the interest payment date and mailed to the person in whose name such certificate is registered at the close of business on the Record Date, which shall be the fifteenth day next preceding such interest payment date at the address shown on such registration books. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE 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 certificate has been signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signa- ture of the City Clerk of the City and the official seal of the City has been duly impressed, or placed in facsimile, on this certificate. xxxxxxxxxxxx Mayor CITY OF BEAUMONT, TEXAS COUNTERSIGNED: xxxxxxxxxxxx City Clerk CITY OF BEAUMONT, TEXAS (CITY SEAL) THIS CERTIFICATE IS ONE OF A SERIES of negotiable certificates of obligation of the City of Beaumont, Texas, Public Improvement Combination Tax and Revenue Certificates of Obligation, Series 1983, issued in the aggregate princi- pal amount of $2,350, 000 for the purpose of evidencing the indebtedness of the City for paying all or any part of the cost of constructing permanent sanitary landfill facilities and for part or all of the cost of acquiring equipment for said sanitary landfill, under and in strict conformity with the Constitution and laws of the State of Texas, including particularly Article 2368a. 1 Vernon' s Texas Civil Statutes, as amended, and authorized pursuant to an ordinance duly adopted by the City Council of the City (the "Ordinance") . v IT IS HEREBY certified, recited and covenanted that this certificate has been duly and validly authorized, issued and delivered; that all acts , conditions and things required or proper to be performed, exist and be done precedent to or in the issuance and delivery of this certif- icate, have been performed, existed and been done in accor- dance with law; that due provision has been made for the payment of the interest on and principal of this certificate and the series of which it is a part by the levy of a direct annual ad valorem tax upon all taxable property in the City sufficient for such purposes, and, in addition, by a junior and subordinate lien on and pledge of the Net Revenues of the City' s swimming pool facilities as more fully defined in the Ordinance; that this certificate shall be a debt of the City within the meaning of Article XI, Sections 5 and 7 of the Constitution of Texas; that, when delivered, this certificate shall be deemed and construed to be a "Security" within the meaning of Chapter 8 , Investment Securities, Texas Uniform Commercial Code; and that the issuance of this series of certificates does not exceed any constitutional or statutory limitation. IT IS FURTHER CERTIFIED, RECITED AND REPRESENTED that the revenues to be derived from the operation of the City' s swimming pool facilities (the "System") , after the payment of all operation and maintenance expenses of the System (the "Net Revenues") are also pledged, together and on a parity with the City of Beaumont, Texas , Public Improvement Com- bination Tax and Revenue Certificates of Obligation, Series 1981 , to the payment of the principal of and interest on this certificate and the series of which it is a part to the extent that the taxes levied and collected for same may ever be insufficient or unavailable for such purpose, all as set forth in the Ordinance to which reference is made for all particulars; provided, however, that such pledge of such revenues and shall be junior and subordinate in all respects to the pledge of such revenues to the payment of all other certificates of obligation and bonds which the City may hereafter issue and which are secured by a first lien on the Net Revenues of the System. THIS CERTIFICATE is transferable only upon presentation and surrender hereof at the principal corporate office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered holder or his authorized representative, subject to the terms and conditions of the Ordinance. THIS CERTIFICATE is exchangeable at the principal corporate trust office of the Paying Agent/Registrar for certificates in the principal amount of $5, 000 or any integral multiple thereof, subject to the terms and conditions of the Ordinance. THIS ORDINANCE CONTAINS PROVISIONS permitting the City to amend the Ordinance, or any ordinance supplemental thereto, and the rights and obligations of the City and the holder of this certificate, and any such amendment shall be binding upon the holder of this certificate without endorse- ment hereon or any reference to such amendment, provided that no amendment shall permit (a) an extension of the maturity of the principal of or the interest on this certif- icate, or (b) a reduction of the principal amount of this certificate or the rate or rates of interest thereon. o e� -9- THE CITY RESERVES THE RIGHT to issue additional certi- ficates of obligation and bonds which may be in whole or in part payable from and secured by a first lien on and pledge of the Net Revenues of the System, as well as additional certificates of obligation and bonds on a parity with the pledge of and lien on the Net Revenues securing this Certif- icate and the series of which it is a part. FORM OF CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the certificates referred to in the within-mentioned Ordinance. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, HOUSTON, TEXAS Dated: By: AUTHORIZED SIGNATURE FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, as- signs, and transfers unto (Print or typewrite name, address, and zip code of transferee: ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Social Security or other identifying number: . . . . . . . . . . ) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . attorney to transfer the within certificate on the books kept for registration thereof, with full power of substitu- tion in the premises. DATED: Signature Guaranteed: Registered Holder Section 7 : Bond Counsel Opinion and Cusip Numbers. The approving opinion of Vinson & Elkins, Bond Counsel, and CUSIP Numbers may be printed on the backs of the Certifi- cates, but errors or omissions in such opinion or errors or omissions of such numbers shall have no effect whatever on the validity of such Certificates. Section 8 : Approval, Registration and Delivery. Initially one Certificate (the "Initial Certificate") representing the entire principal amount of all Certificates in the name of the Initial Purchaser or his designee shall be executed and submitted to the Attorney General of Texas for approval, and thereupon certified by the Comptroller of Public Accounts of the State of Texas by manual signature of an authorized representative of such office. After the Initial Certificate has been registered and signed by the Comptroller, it shall be delivered to the Initial Purchaser, but only upon receipt of the full purchase price therefor. At any time after delivery of the Initial Certificate, the Initial Purchaser or its designee or any Holder may deliver any Certificate or Certificates to the Paying Agent/ Registrar for transfer or exchange, and upon receipt of instructions designating the Persons, maturities, and principal amounts to and in which such Certificate or Certificates are to be transferred and the addresses of such Persons, and the Paying Agent/Registrar shall thereupon, ^G� GC -10- within not less than three business days , register and deliver Certificates as provided in such instructions. All Certificates registered and delivered by the Paying Agent/Registrar hereunder shall be dated the date of their registration. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 6 , executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature or a Certificate of Paying Agent/ Registrar substantially in the form provided in Section 6 executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been certified or registered and delivered. Section 9 : Ownership of Certificates. The City, the Paying Agent Registrar or any other person may treat the Person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payments of the principal thereof and for the further purpose of making and receiving payment of the interest thereof. and for all other purposes, and to the extent permitted by law neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary, whether or not such Certificates are overdue. All payments made to the Person deemed to be the owner of any Certificate in accordance with -this section shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. Section 10: Registration, Transfer and Exchange. So long as any Certificates remain outstanding, the City shall cause to be kept at the principal corporate trust office of the Paying Agent/Registrar, a Register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Certificates in accordance with the terms of this Ordinance. Each Certificate shall be transferable only upon the presentation and surrender thereof at the principal corpo- rate trust office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the registered Holder or his authorized rep- resentative in form satisfactory to the Paying Agent/ Registrar. Upon due presentation of any Certificate for transfer, the Paying Agent/Registrar shall register and deliver in exchange therefor a new Certificate or Certifi- cates, registered in the name of the transferee or trans- ferees, in authorized denominations and of the same maturity or maturities and aggregate principal amount and bearing interest at the same rate or rates as the Certificate or Certificates so presented. All Certificates shall be exchangeable upon the presen- tation and surrender thereof at the principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in any authorized denomination, in an aggregate principal -11- amount equal to the unpaid principal amount of the Certifi- cate or Certificates presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to register and deliver exchange Certificates in accordance with the provisions of this Section. All Certificates issued upon any transfer or exchange _ of Certificates shall be a valid obligation of the City, evidencing the same debt and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such Certificate is delivered. Each Certificate delivered under this Ordinance upon transfer or in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid and to accrue, which were carried by such predecessor Certificate and each such Certificate shall bear interest so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. The City or Paying Agent/Registrar may require the Holder of any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Certifi- cate. Any fee or charge for the services of the Paying Agent/Registrar shall be paid by the City. Section 11 : Cancellation. All Certificates sur- rendered for payment, transfer, exchange or replacement, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Regis- trar for cancellation any Certificates previously certified or registered and delivered-which the- City may have acquired in any manner whatsoever, -and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be disposed of as directed by the City. Section 12: Levy and Pledge of Taxes. There is hereby levied, and ordered to be assessed and collected, an annual ad valorem tax within the limits prescribed by law on all taxable property in the City sufficient to pay the principal of and interest on the Certificates as such principal matures and such interest comes due. During each year while any of the Certificates are outstanding and unpaid, the City Council shall compute and ascertain an ad valorem tax rate that will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and either to provide and maintain a sinking fund of not less than 2% of the principal amount of such Certificates or to pay the principal amount of the Certificates becoming -payable in such year, whichever is greater. Such tax shall be based upon the latest approved tax rolls of the City, with full allowance being made for _ tax delinquencies and costs of tax collection. Such tax shall be levied, assessed and collected in each such year and the proceeds thereof deposited into the fund for such purpose hereinafter provided. All such ad valorem taxes are hereby pledged to the payment of principal of and interest on the Certificates. Section 13: Pledge of Net Revenues. The Certificates shall also be payable from, and secured by a junior and subordinate lien on and pledge of, the Net Revenues of the City' s swimming pool facilities. Said pledge is on a parity D�� -12- with the pledge of the Net Revenues to the City' s Public Improvement Combination Tax and Revenue Certificates of Obligation, Series 1981. To the extent ad valorem tax proceeds referred to in the preceding section are not available for the payment of principal of and interest on the Certificates, Net Revenues in amounts and at the times sufficient to provide for such payment shall be transferred after all transfers required to be made for payments on prior lien bonds, to the Interest and Sinking Fund, which is hereinbelow created. Section 14: Special Funds. There are hereby created the following special funds , which shall be maintained separate and apart from all other funds and accounts of the City. City of Beaumont, Texas, Public Improvement Combination Tax and Revenue Certificates of Obligation, Series 1983 , Interest and Sinking Fund (the "Interest and Sinking Fund") ; and City of Beaumont, Texas, Public Improvement Combination Tax and Revenue Certificates of Obligation, Series 1983, Construction Fund (the "Construction Fund") . So long as any Certificates remain outstanding all such Funds shall be maintained at a depository bank of the City. Section 15: Interest and Sinking •Fund. The Interest and Sinking Fund shall constitute a trust fund which shall be used solely for the payment of principal, interest and bank charges, if any, on the Certificates, so long as any Certificates remain outstanding and unpaid. The City shall deposit into the Interest and Sinking Fund; as -collected, (1) the proceeds of the ad valorem taxes levied for the payment of principal and interest on the Certificates, and (2) in the event the taxes levied and collected may ever be insufficient or unavailable to produce the amounts required in the Interest and Sinking Fund, the amounts available for such purpose from the Net Revenues, if any. On or before each principal and/or Interest Payment Date on the Certificates, the City shall transfer from the Interest and Sinking Fund to the Paying Agent/Registrar an amount sufficient to pay such principal of and interest on the Certificates maturing or coming due on such date. The Paying Agent/Registrar shall totally destroy all paid Certificates and shall provide the City with an appropriate certificate of destruction. Section 16: Investments and Security For All Funds. Amounts from time to time on deposit in the Interest and Sinking Fund and the Construction Fund may be invested in .the manner provided by law for Texas cities and towns, provided that such investments shall mature at such times and in such amounts as may be required to enable the City to make timely payment of all obligations payable from such Funds, including particularly interest on the Certificates as it comes due and principal of the Certificates as it matures. Except to the extent invested in accordance with law, all amounts from time to time on deposit in such Funds shall be secured at all times in the manner provided by law for Texas cities and towns. Any interest or other- invest- ment income earned from the investment or deposit of moneys -13- in such Funds shall be credited to the Fund from which it was made. Section 17: First Lien and Parity Obligations. The City reserves the right to issue for any lawful purpose additional certificates of obligation and bonds which may be, in whole or in part, payable from and secured by a first_ lien on and pledge of the Net Revenues of the City' s swim- ming pool facilities as well as additional certificates of obligation and bonds on a parity with the pledge of and lien on such Net Revenues securing the Certificates. Section 18 : Use of Proceeds. Proceeds from the sale of the Certificates shall, promptly upon receipt by the City, be applied as follows : (a) accrued interest and premium, if any, shall be deposited in the Interest and Sinking Fund, (b) the remaining proceeds shall be deposited into the Construction Fund. Any moneys deposited therein shall be used solely for the purposes described in Section 3 hereof. Section 19: Replacement Certificates. Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Certificate, the Paying Agent/Registrar shall register and deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Holder of such Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith including the fees and expenses of the Paying Agent/Registrar. If any Certificate 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 Certificate has been acquired by a_ bona- fide purchaser, shall execute and the Paying Agent/Registrar shall register and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate a replacement Certificate of like tenor- and principal amount, bearing a number not contemporaneously outstanding, provided that the Holder thereof shall have: (a) furnished to the Paying Agent/Registrar satisfac- tory evidence of the ownership of and the circumstances of the loss , destruction or theft of such Certificate; (b) furnished such security or indemnity as may be required by the Paying Agent/Registrar to save it harmless; (c) paid all expenses and charges in connection there- with, including, but not limited to, printing costs, legal fees , fees of the Paying Agent/Registrar and any tax or .other governmental charge that may be imposed; and (d) met any other reasonable requirements of the City and of the Paying Agent/Registrar. If, after the delivery of such replacement Certificate a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such replace- ment Certificate from the person to whom it was delivered or -14- 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 Paying Agent/Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is about to become due and payable, the Paying Agent/Registrar in its discretion may, instead of issuing a replacement Certifi- cate, pay such Certificate. Each replacement Certificate delivered in accordance with this Section shall constitute a replacement of the prior obligation of the City and shall be entitled to the benefits and security of this Ordinance to which the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. Section 20: Paying Agent/Registrar. The City will at all times maintain at least one Paying Agent/Registrar, meeting the qualifications herein described, for the performance of duties hereunder. The Paying Agent/Registrar shall at all times be a banking corporation or association organized and doing business under the laws of the United States of America or any State authorized under such laws to exercise trust powers, and subject to supervision or ex- amination by Federal or State authority. The initial Paying Agent/Registrar shall be the Texas Commerce Bank National Association, a national banking corporation with its prin- cipal corporate trust offices in Houston, Texas. The City reserves the right to appoint a successor Paying Agent/Registrar by (1) filing with -the Person then performing such function a certified copy of an ordinance giving notice of the termination of their agreement and (2) causing notice to be given to each Holder of the Certifi- cates and the Municipal Advisory Council of Texas. The form of agreement submitted by the person named above as Paying Agent/Registrar is hereby approved, and an appropriate official of the City is hereby authorized to execute such agreement for and on behalf of the City. Section 21 : No Arbitrage. The City certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date the Certificates are delivered and paid for, the City reasonably expects that the proceeds of the Certificates will not be used in a manner that would cause the Certificates or any of the Certificates to be an "arbitrage bond" under Section 103 (c) (2) of the Internal Revenue Code 'of 1954 , as amended, and the regu- lations prescribed thereunder. 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 Certificates 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 Certifi- cates are delivered and paid for regarding the amount and use of the proceeds of the Certificates. Moreover, the City covenants that it shall make such use of the proceeds of the Certificates, regulate investments of proceeds of the a -15- eel Certificates and take such other and further actions as may be required so that the Certificates shall not be "arbitrage bonds" under Section 103 (c) (2) of the Internal Revenue Code of 1954 , as amended, and the regulations prescribed from time to time thereunder. Section 22: Legal Holidays. In any case where the date established in this Ordinance for the payment of interest on or principal of the Certificates shall be in the State of Texas a legal holiday or a day on which banking institutions are authorized by law to close, then payment of such interest or principal need not be made on such date but may be made on the next succeeding business day not a legal holiday or a day on which banking institutions are au- thorized by law to close in the State of Texas with the same force and effect as if made on the date established in this Ordinance, and no further interest shall accrue. Section 23 : No Recourse Against City Officers. No recourse shall be had for the payment of the principal of or interest on the Certificates or for any claim based thereon or on this Ordinance against any officer of the City or any person executing the Certificates. Section 24: Interpretation. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Certificates and the taxes levied and revenues pledged in payment thereof. The captions of the Sections have been inserted for convenience of reference only and shall not in any way modify or restrict any of the terms or provisions of this Ordinance. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. Section 25 : Notices to Holders; Waiver. Wherever this _ Ordinance provides for notice to Holders of Certificates of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder of such Certificates , at the address of such Holder as it appears in the Register. In any case where notice to Holders of Certificates is given by mail, neither the failure to mail such notice to any particular Holder of Certificates, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before -or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 26: Ordinance A Contract; Amendments. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall consti- tute a contract with the Holders of the Certificates from time to time, binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as "any Certificate remains outstanding except as 62 O J—e � -16- permitted in this Section. The City may, without the consent of or notice to any Holders , from time to time and at any time amend this Ordinance in any manner not detri- mental to the interests of the Holders , including the curing of any ambiguity, inconsistency, or formal defect or omis- sion herein. In addition, the City may, with the written consent of the Holders of a majority in aggregate principal - amount of the Certificates then outstanding affected there- by, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of the Holders of all of the Certificates affected, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certifi- cates , reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. Section 27e Severability. If any word, phrase, clause, sentence, paragraph, section or other part of this Ordinance, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconsti- tutional by any court of competent jurisdiction, the remain- der of this Ordinance and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Ordinance to any other persons or circumstances shall not be affected thereby. Section 28 : Further Proceedings. The Mayor of the City and all other appropriate officials of the City are hereby authorized and directed- to do any and all things necessary and/or convenient to carry out the terms of this Ordinance. The Mayor of the City is hereby authorized to have control of the Certificates and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas. Section 29: Sale of Certificates. Sale of the Certif- icates is hereby awarded to the Underwood, Neuhaus & Co. , Incorporated and Texas Commerce Bank National Association, Houston, Texas, for the sum of $2, 303, 000 in accordance with the terms of a Certificate Purchase Agreement presented to the City Council concurrently with the adoption of this Ordinance, subject to the unqualified approving opinion as to the legality of the Certificates of the Attorney General of the State of Texas and of Vinson & Elkins, bond attorneys for the City. The Certificate Purchase Agreement is hereby accepted, approved and authorized and the Mayor and other .appropriate officials of the City are hereby authorized and directed to enter into and execute the Certificate Purchase Agreement on behalf of the City. It is hereby found and declared that the above price and terms of sale of the Certificates are the most advantageous reasonably obtainable by the City. Section 30: Offering Documents. The City Council hereby ratifies, authorizes and approves, in connection with the sale of the Certificates, the preparation and distribu- tion of the Preliminary Official Statement and the final Official Statement dated August 16 , 1983 , and the Mayor and City Clerk are hereby authorized and directed to execute such final Official Statement in multiple counterparts on behalf of the City. Section 31 : Paying Agent/Registrar May Own Certifi- cates . The Paying Agent/Registrar in its individual capaci- ty or any other capacity, may become the Holder or pledgee- of the Certificates with the same rights it would have if it were not the Paying Agent/Registrar. Section 32: Open Meeting; Emergency. The City Council of the City officially finds , determines and declares that sufficient written notice of the date, hour, place and subject of the meeting at which this Ordinance is passed was posted at the places and for the length of time required preceding this meeting, as required by the Open Meetings Law, Article 6252-17 , Vernon' s Texas Civil Statutes, as amended; that such meeting has been open to the public as required by law at all times during which this Ordinance and the subject matter hereof has been discussed, considered and formally acted upon; and that the need for the certificates herein authorized creates an emergency and urgent public necessity requiring the holding, at the scheduled time, of the meeting at which this Ordinance is passed. The City Council further ratifies, approves and confirms such written notice of the meeting at which this Ordinance is passed and the contents and posting thereof. Section 33 : This Ordinance shall be effective and in full force and effect after its passage. PASSED AND APPROVED on August 16 , 1983. Ma or CITY OF BEAUMONT, TEXAS ATTEST: City C rk CITY OF BEAUMONT, TEXAS (CITY SEAL)