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HomeMy WebLinkAboutORD 85-84 ORDINANCE AUTHORIZING THE ISSUANCE OF $15,700, 000 THE CITY OF BEAUMONT STREET AND DRAINAGE IMPROVEMENT BONDS, SERIES 1985 THE STATE OF TEXAS COUNTY OF JEFFERSON THE CITY OF BEAUMONT WHEREAS, at an election held in and throughout The City of Beaumont, on April 5, 1980, $33 , 000 , 000 tax bonds were duly and favorably voted for the purpose of constructing permanent public improvements in and for said City, to-wit: the construction and improvement of the roads, bridges and streets of such City, including, but not by way of limitation, related drainage facilities, related traffic control devices and the acquisition of rights-of-way; and WHEREAS, the City has issued, sold and delivered $20 , 000 ,000 of said street improvement bonds, leaving the remaining $13, 000,000 bonds to be issued, sold and delivered at a later date; and WHEREAS, the City Council of the City has determined to issue and deliver $11 ,000 , 000 street improvement bonds as a portion and the second installment of the total authorized $33 , 000 ,000 bonds, leaving the remaining $2, 000, 000 bonds to be issued, sold and delivered at a later date; and WHEREAS, at an election held in the City on March 22, 1983 , $16 ,000, 000 tax bonds were duly and favorably voted for the purpose of constructing permanent public improvements in and for said City, to-wit: drainage improvements; and WHEREAS, the City Council of the City has determined to issue and deliver $4, 700 , 000 drainage improvement bonds as a portion and the first installment of the total authorized $16,000 ,000 bonds, leaving the remaining $11 , 300 ,000 bonds to be issued, sold and delivered at a later date; and WHEREAS, said City Council has decided to combine said $11 , 000, 000 bonds authorized at the April 5, 1980 election and said $4 ,700, 000 bonds authorized at the March 22, 1983 election into one issue of $15, 700 ,000 bonds; Now, Therefore BE IT ORDAINED BY THE CITY OF BEAUMONT: 1 . Throughout this ordinance the following terms and expressions as used herein shall have the meanings set forth below: The term "Bonds" or "Series 1985 Bonds" shall mean the Series 1985 Bonds authorized in this Ordinance, unless the context clearly indicates otherwise. The term "City" shall mean The City of Beaumont, Texas . The term "Interest and Sinking Fund" shall mean the interest and sinking fund established by the City pursuant to Section 6 of this Ordinance. The term "Interest Payment Date" , when used in connection with any Bond, shall mean March 1 , 1986, and each September 1 and March 1 thereafter until maturity of such Bond. 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 Bonds . The term "Paying Agent" shall mean the Registrar. The term "Record Date" shall mean August 15 for the interest payments due on September 1 and February 15 for the interest payments due on March 1 . The term "Register" shall mean the books of registra- tion kept by the Registrar in which are maintained the names and addresses of and the principal amounts registered to each Owner. The term "Registrar" shall mean Texas Commerce Bank National Association, Houston, Texas, and its successors in that capacity. 2 . The Bonds shall be issued in fully registered form, without coupons, in the total authorized aggregate amount of Fifteen Million Seven Hundred Thousand Dollars ($15 , 700 , 000) for the following purposes: $11,000,000 bonds for the purpose of constructing permanent public improvements in and for said City, to-wit: the construction and improvement of the roads, bridges and streets of such City, including, but not by way of limitation, related drainage facilities, related traffic control devices and the acquisition of rights-of-way; and $4, 700,000 bonds for the purpose of constructing permanent public improvements in and for said City, to-wit: drainage improvements . 3 . (a) The Bonds shall be designated as the "THE CITY OF BEAUMONT STREET AND DRAINAGE IMPROVEMENT BONDS, SERIES 1985, " and shall be dated September 1 , 1985 . The Bonds shall bear interest from the later of September 1 , 1985, or the most recent Interest Payment Date to which interest has been paid or duly provided for, calculated on the basis of a 360 day year of twelve 30 day months, interest payable on March 1, 1986 , and semiannually thereafter on September 1 and March l of each year until maturity. (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, in accordance with this Ordinance, on September 1 in each of the years and in the amounts set out in such schedule. Bonds delivered in transfer of or in exchange for other Bonds shall be numbered in order of their authenti- cation 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. s�� -2- Bond Principal Interest Number Year Amount Rate R- 1 1986 $ 475 ,000 9% R- 2 1987 1 , 275 ,000 9% R- 3 1988 1, 375 ,000 9% R- 4 1989 1 , 475, 000 9% R- 5 1990 1 , 600,000 9% R- 6 1991 1 ,725 ,000 7. 75% R- 7 1992 1 , 725 , 000 7 . 75% R- 8 1993 1 ,875,000 8% R- 9 1994 2 ,000,000 8 . 25% R-10 1995 2 , 175, 000 8 . 25% (c) The Bonds shall be signed by the Mayor of the City and countersigned by the City Clerk of the City, 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 signature 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 substantially in the form provided in Section 5 (b) of this Ordinance or (ii) a certificate of authentication, substan- tially in the form provided in Section 5 (c) of this Ordinance, manually executed by an authorized officer of the Registrar, shall be entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such duly executed certificate of authentication shall be conclusive evidence that the Bond so authenticated was delivered by the Registrar hereunder. (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 become due and payable, 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 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 thereof and for the further purpose of making and receiving payment of the interest thereon, and for all other purposes, whether or not such Bond is overdue, and neither the City nor the Registrar -3- 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 3 (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 the Register at its principal corporate trust office in which, subject to such reasonable regula- tions 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 transferee 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 3 (g) . Each Bond delivered in accordance with this Section 3 (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 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. (h) All Bonds paid in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment. The Registrar shall furnish the City with appropriate certificates of destruction of such Bonds . (i) Upon the presentation and surrender to the Registrar 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. The City or the Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any 4 -��" -4- other expenses connected therewith, including the fees and expenses of the Registrar. 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 authenti- cate and deliver a replacement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner thereof shall have: (1) furnished to the City and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Bond; (2) furnished such security or indemnity as may be required by the Registrar and the City to save them harmless; (3) paid 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) met 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 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 3 (i) 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. 4 . (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 County of Jefferson -5- NUMBER DENOMINATION R- $ REGISTERED REGISTERED THE CITY OF BEAUMONT Street and Drainage Improvement Bond Series 1985 INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: September 1 , 1985 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Beaumont, in the County of Jefferson, State of 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 September 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 March 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 of the City and countersigned with the manual or facsimile signature of the City Clerk of the City, and the official seal of the City has been duly impressed, or placed in facsimile, on this bond. (AUTHENTICATION CERTIFICATE) (SEAL) THE CITY OF BEAUMONT Mayor City Clerk (Back Panel of Bond) THIS BOND is one of a duly authorized issue of Bonds, aggregating $15, 700, 000 (the "Bonds") , issued for the following purposes : $11 ,000,000 bonds for the purpose of constructing permanent public improvements in and for said City, to-wit: the construction and improvement of the roads, bridges and streets of such City, including, but not by way of limitation, related drainage facilities, related traffic control devices and the acquisition of rights-of-way; and $4 , 700,000 bonds for the purpose of constructing permanent public improvements in and for said City, to-wit: drainage improvements, and pursuant to an ordinance adopted by the City Council on August 13 , 1985 (the "Ordinance") . 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. 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 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 within the limits prescribed by law 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 and have been pledged irrevocably for such payment. (b) Bonds No. R-1 through R-10 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-10 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 Q of �� -7- xxxxxxxxxx Comptroller of Public Accounts of the State of Texas (SEAL) (c) The following form of authentication certificate shall be printed on the face of each of the Bonds: 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 Signature (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 5 . 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. 6 . 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 a special fund to be designated "The City of Beaumont Street and Drainage Improvement Bonds, Series 1985, Interest and Sinking Fund. " While said 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 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 said City sufficient to pay the current interest on said Bonds as the same becomes due, and to create and provide a sinking fund of not less than two per cent (2%) of the original principal amount of the Bonds or of not less than the amount required to pay each installment of the principal of said Bonds as the same matures, whichever is -8- greater, full allowance being made for delinquencies and costs of collection, and said taxes when collected shall be applied to the payment of the interest on and principal of said Bonds and to no other purpose. In addition, interest accrued from the date of the Bonds until their delivery, and premium if any, is to be deposited in such fund. 7 . After the Bonds to be initially issued shall have been executed, it shall be the duty of the Mayor of the City to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of Texas, for examination and approval by the Attorney General. After the Bonds to be initially issued shall 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 designated in writing to act for the Comptroller) shall manually sign the Comptroller' s Registration Certificate prescribed 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. 8 . The Bonds , having been advertised for public sale in accordance with the terms and provisions of Section 4, Article IX of the City' s Charter, and bids having been received pursuant thereto, it is hereby found and determined that the bid of First City National Bank of Houston & Assoc. Inc. , at a price equal to the principal amount thereof plus accrued interest thereon from the date of such bonds to date of actual delivery, plus a premium of $-0- is the best bid received, and the sale of the Bonds to such bidder at such price is hereby approved, subject to the approving opinions of the Attorney General of the State of Texas and Vinson & Elkins, Houston, Texas, Bond Counsel. 9 . The City certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date the Bonds initially issued are de- livered 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 pre- scribed 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 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 circum- stances 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 regulations prescribed from time to time thereunder. 10. It is hereby officially found and determined that the meeting at which this Ordinance was adopted was open to -9- 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, as amended. 11. The Preliminary Official Statement and the Official Statement prepared in the initial offering and sale of the Bonds have been and are hereby authorized, approved and ratified as to the form and content. The use of such Preliminary Official Statement and such, Official Statement in the reoffering of the Bonds by the Purchaser is hereby approved, authorized and ratified. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Preliminary Official Statement and such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. 12. (a) The Registrar, by undertaking the performance of the duties of the Registrar and in consideration of the payment of fees and/or deposits of money pursuant to this Ordinance and a Paying Agent/Registrar Agreement, accepts and agrees to abide by the terms of this Ordinance and such Agreement. The City hereby approves the Paying Agent/Registrar Agreement. (b) The City reserves the right to replace the Regis- trar 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 successor Registrar shall be either a national or state banking institution and a corporation 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 super- vision or examination by Federal or State authority. PASSED AND APPROVED this 13th day of August, 1985. M or CITY OF BEAUMONT, TEXAS ATTEST: 1 City C erk CITY OF BEAUMONT, TEX S (CITY SEAL) -10-