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HomeMy WebLinkAboutORD 85-85 ORDINANCE AUTHORIZING THE ISSUANCE OF $4,750,000 THE CITY OF BEAUMONT WATER SYSTEM, SANITARY LANDFILL AND GOLF COURSE CERTIFICATES OF OBLIGATION, SERIES 1985 WHEREAS, the City Council of The City of Beaumont (the "City") has found that it is necessary and desirable for the purpose of evidencing the indebtedness of said City for all or any part of the cost of the construction of public works for authorized needs and purposes, to-wit: construction and improvements to the City' s waterworks system, sanitary landfills and golf course, and that certificates of obligation be issued and sold for cash by the City for all or any part of the cost of same as authorized by Article 2368a. 1, Vernon' s Texas Civil Statutes, as amended; and WHEREAS, the City Council has given due and proper notice of its intention to issue and sell for cash such certificates of obligation; 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; 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 "Certificates of Obligation" or "Certificates" shall mean the Series 1985 Certificates of Obligation 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 7 of this Ordinance . The term "Interest Payment Date" , when used in con- nection with the Certificates, shall mean March 1 , 1986, and each September 1 and March 1 thereafter until maturity or earlier redemption. The term "Net Revenues" shall mean the revenues of the System remaining after deduction of the reasonable and necessary expenses of operation and maintenance of the System. The term "Ordinance" as used herein and in the Certificates of Obligation shall mean this ordinance author- izing the Certificates of Obligation. The term "Owner" shall mean any person who shall be the registered owner of any outstanding Certificates . The term "Paying Agent" shall mean the Registrar. The term "Record Date" shall mean February 15 for the interest payments due on March 1 and August 15 for interest payments due on September 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. The term "System" shall mean the City' s waterworks and sewer system. 2 . The Certificates shall be issued in fully regis- tered form, without coupons, in the total authorized aggre- gate amount of Four Million Seven Hundred Fifty Thousand Dollars ($4, 750,000) for the purpose of evidencing the indebtedness of said City for all or any part of the cost of construction of public works for authorized needs and purposes, to-wit: construction and improvements to the City' s waterworks system, sanitary landfills and golf course. 3 . (a) The Certificates shall be designated as "THE CITY OF BEAUMONT WATER SYSTEM, SANITARY LANDFILL AND GOLF COURSE CERTIFICATES OF OBLIGATION, SERIES 1985, " and shall be dated September 1, 1985 . The Certificates 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 1 of each year until maturity or prior redemption. (b) The Certificates shall be issued bearing the numbers, in the principal amounts , and bearing interest as set out in the schedule below, and may be transferred and exchanged as set out in this Ordinance. The Certificates 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. Certificates delivered on transfer of or in exchange for other Certi- ficates 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 Certificate or Certificates in lieu of which they are delivered. Certificate Principal Interest Number Year Amount Rate R- 1 1987 $245, 000 9 . 75% R- 2 1988 265, 000 9 . 75% R- 3 1989 290 , 000 9. 75% R- 4 1990 310 ,000 9 . 75% R- 5 1991 330, 000 9. 750 R- 6 1992 365, 000 9 . 75% R- 7 1993 400, 000 9. 75% R- 8 1994 280,000 9 . 75% R- 9 1995 300, 000 9 . 75% R-10 1996 325, 000 9 . 40% -2- W R-11 1997 360 , 000 8 . 50% R-12 1998 115 , 000 8 . 75% R-13 1999 120, 000 9 . 00% R-14 2000 135, 000 9 . 00% R-15 2001 150 ,000 9 . 00% R-16 2002 165, 000 7 . 75% R-17 2003 180 , 000 7 .75% R-18 2004 200 , 000 7. 75% R-19 2005 215, 000 7. 75% (c) The Certificates shall be signed by the Mayor and countersigned 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 Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the City had been manually impressed upon each of the Certificates. If any officer of the City whose manual or facsimile signature shall appear on the Certificates shall cease to be such officer before the authentication of such Certificates or before the delivery of such Certificates, such manual or facsimile signature shall nevertheless be valid and suffi- cient for all purposes as if such officer had remained in such office . (d) Only such Certificates as shall bear thereon either (i) the manually executed registration certificate of the Comptroller of Public Accounts of Texas substantially in the form provided in Section 5 (b) of this Ordinance or (ii) a certificate of authentication, substantially in the form provided in Section 5 (c) of this Ordinance, manually execut- ed 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 certifi- cate of authentication shall be conclusive evidence that the Certificate so authenticated was delivered by the Registrar hereunder. (e) The Registrar is hereby appointed as the paying agent for the Certificates . The principal of the Certifi- cates 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 Certificate shall be payable by check payable on each 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 the Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, and for the further purpose of making and receiving payment of the interest thereon, and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Registrar shall be bound by any notice or knowledge to the contrary. All -3- _ payments made to the person deemed to be the Owner of any Certificate 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 Certificate to the extent of the sums paid. (g) So long as any Certificates remain outstanding, the Registrar shall keep the Register at its principal corporate office in which, subject to such reasonable regulations as .it may prescribe, the Registrar shall provide for the registration and transfer of Certificates in accor- dance 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 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 Certificate for transfer, the Registrar shall authenticate and deliver in exchange therefor, within 72 hours after such presentation, a new Certificate or Certificates, 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 Certificate or Certificates so presented. All Certificates shall be exchangeable upon presenta- tion and surrender thereof at the principal corporate trust office of the Registrar for a Certificate or Certificates 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 Certificate or Certificates presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchange Certificates in accordance with the provisions of this Section 3 (g) . Each Certificate 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 Certif- icate or Certificates in lieu of which such Certificate is delivered. The City or the Registrar may require the Owner of the 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 Certificate. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the City. The City or the Registrar shall not be required to transfer or exchange any Certificate called for redemption in whole or in part during the forty-five (45) calendar days prior to the date fixed for redemption; provided, however, such limitation shall not apply to the transfer or exchange by the Owner of the unredeemed balance of a Certificate called for redemption in part. (h) All Certificates paid or redeemed in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment or redemption. The Registrar shall -4- furnish the City with appropriate certificates of destruction of such Certificates. (i) Upon the presentation and surrender to the Regis- trar of a mutilated Certificate, the Registrar shall authen- ticate and deliver in exchange therefor a replacement Certificate 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 Certificate 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. 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 Registrar shall authenticate and deliver a replacement Certificate 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 Certificate; (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 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 Regis- trar shall be entitled to recover such replacement Certifi- cate 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 there- with. If any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a replacement Certificate, authorize the Registrar to pay such Certificate. Each replacement Certificate delivered in accordance with this Section 3 (i) shall be entitled to the benefit and security of this Ordinance to the same extent as the Certif- icate or Certificates in lieu of which such replacement Certificate is delivered. -5- 4 . (a) The City reserves the right, at its option, to redeem the Certificates 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 interest payment date thereafter, at par plus accrued interest on the Certificates called for redemption to the date fixed for redemption. (b) Principal amounts may be redeemed only in integral multiples of $5, 000 . If a Certificate subject to redemption is in a denomination larger than $5 ,000, a portion of such Certificate may be redeemed, but only in integral multiples of $5, 000 . Upon surrender of any Certificate for redemption in part, the Registrar, in accordance with Section 3 (g) hereof, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered. (c) Notice of any redemption identifying the Certificates to be redeemed in whole or in part shall be given by the Registrar at least thirty (30) days prior to the date fixed for redemption by (i) sending written notice by first class mail to the Owner of each Certificate to be redeemed in whole or in part at the address shown on the Register and (ii) publication 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 place at which Certificates are to be surrendered for payment and, if less than all Certificates outstanding are to be redeemed, the numbers of the Certificates 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 Certificates or portions thereof to be redeemed, plus accrued interest to the date fixed for redemption. When Certificates have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Certificates or portions 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 rights of the Owners to collect interest which would other- wise accrue after the redemption date on any Certificate or portion thereof called for redemption shall terminate on the date fixed for redemption. 5 . (a) The Certificates shall be in substantially the following form, with such additions , deletions and variations as may be necessary or desirable and permitted by this Ordinance: (Face of Certificate) United States of America State of Texas County of Jefferson NUMBER AMOUNT R- $ REGISTERED REGISTERED -6- THE CITY OF BEAUMONT Water System, Sanitary Landfill and Golf Course Certificate of Obligation 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 certificate 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 certificate 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 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 and countersigned with the manual or facsimile signature of the City Clerk and the official seal of the City has been duly impressed, or placed in facsimile, on this certificate. (AUTHENTICATION CERTIFICATE) (SEAL) THE CITY OF BEAUMONT xxxxxxxx Mayor xxxxxxx City Clerk (Back Panel of Certificate) THIS CERTIFICATE is one of a duly authorized issue of Certificates of Obligation, aggregating $4, 750 ,000 (the "Certificates") , issued for the purpose of evidencing the indebtedness of said City for all or any part of the cost of the construction of public works for authorized needs and purposes, to-wit: construction and improvements to the City' s water system, sanitary landfills and golf course pursuant to an ordinance adopted by the City on August 13 , 1985 (the "Ordinance") . -7- THE CITY RESERVES THE RIGHT, at its option, to redeem the Certificates 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 interest payment date thereafter, at par plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. Reference is made to the Ordinance for complete details concerning the manner of redeeming the Certificates. 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 Certificate to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar and by publication at least once in a financial journal or publication of general circulation in the United States of America. When Certificates 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 Certificate 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 con- ditions of the Ordinance. The Certificates are exchangeable at the principal corporate trust office of the Registrar for Certificates 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 to transfer or exchange any Certificate called for redemption during the forty-five days prior to the date fixed for redemption; provided, however, that such limitation shall not apply to the transfer or exchange by the owner of a Certificate called for redemption in part. This Certificate shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordi- nance unless this Certificate either (i) is registered by the Comptroller of Public Accounts of the State of Texas by registration certificate endorsed hereon or (ii) is authen- ticated by the Registrar by due execution of the authentica- tion certificate endorsed hereon. Such duly executed certificate of authentication shall be conclusive evidence that the Certificate so authenticated was delivered by the Registrar pursuant to 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, to exist and to be done precedent to or in the issuance and delivery of this Certif- icate 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 Certificate -8- 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. IT IS 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 Certificates to the extent that said taxes levied and collected for same may ever be insufficient or unavailable for said purpose, all as set forth in the Ordinance, to which reference is made for all particulars; 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 obligation of the City, whether authorized heretofore or hereafter, payable from the Net Revenues, which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates. THE CITY RESERVES THE RIGHT to issue, for any lawful purpose at any time in one or more installments, bonds, certificates of obligation and other obligations of any kind payable in whole or in part from the Net Revenues of the System, secured by pledges of Net Revenues of the System 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 this series of Certificates. (b) Certificates 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 Certificates R-1 through R-19 and shall be in substantially the following form: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this certificate has been ex- amined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this certificate 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 Certificates : Registration Date: AUTHENTICATION CERTIFICATE This certificate is one of the certificates of obligation described in and delivered pursuant to the within-mentioned Ordinance. Texas Commerce Bank National Association By Authorized Signature -9- � (d) The following form of assignment shall be printed on the back of each of the Certificates: ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto the within certificate and hereby irrevocably constitutes and appoints attorney to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises . DATED: Signature Guaranteed: Registered Owner 6. The approving opinion of Vinson & Elkins, Houston, Texas, and CUSIP Numbers may be printed on the Certificates, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Certificates. 7 . A special fund to be designated "The City of Beaumont Water System, Sanitary Landfill and Golf Course Certificates of Obligation, Series 1985, Interest and Sinking Fund, " is hereby created and the proceeds from all taxes levied, assessed and collected for and on account of the Certificates authorized by and in the Ordinance shall be credited to said fund. While the Certificates 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, in each year, beginning with the current year, a continuing direct annual ad valorem tax upon all taxable property within the City, sufficient to pay the current interest on the Certificates and to create and provide a sinking fund of not less than 2% of the principal amount of said Certificates or not less than the amount required to pay the principal payable out of said tax, whichever is greater, full allowance being made for delinquencies and cost of collection, and said taxes when collected shall be applied to the payment of interest on and principal of the Certificates, and to no other purpose. 8 . The Net Revenues of the System are hereby irrevo- cably pledged to the payment of the principal of and inter- est on the Certificates as the same come due to the extent that the taxes mentioned in Section 7 of this order may ever be 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 payable from the Net Revenues which the City designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates. -10- 9 . 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 Net Revenues of the System 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 Certificates . 10 . After the Certificates to be initially issued shall have been executed, it shall be the duty of the Mayor to deliver the Certificates 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 Certificates to be initially issued shall have been approved by the Attorney General, they shall be de- livered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Certif- icates 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 Certificates to be initially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 11 . The Certificates are hereby sold and shall be delivered to Goldman, Sachs & Co. , for the principal amount of the Certificates plus accrued interest on the Certi- ficates to the date of delivery plus a premium of $41 . 25, subject to the approving opinion as to the legality of the Certificates of the Attorney General of the State of Texas and of Vinson & Elkins, bond counsel for the City. 12 . There is hereby created a special fund of the City to be known as the "Water System, Sanitary Landfill and Golf Course Certificates of Obligation, Series 1985 Construction Fund" (the "Construction Fund") . The Construction Fund shall be kept at an official depository bank of the City, separate and apart from all other funds of the City, and there shall be deposited into such fund all proceeds from the sale of the Certificates . Money on deposit in the Construction Fund shall be secured in the manner provided by law for the funds of the City, and may be invested and reinvested in investments authorized by law. All interest and earnings on such investments shall be retained in the Construction Fund. Money in the Construction Fund shall be used solely to pay the costs of issuance of the Certificates and the costs of constructing the improvements to the System. 13 . The City covenants that the improvements to the System to be financed will be kept continually insured against the perils and to the extent that such insurance is customarily carried by cities operating similar facilities in similar locations; provided, however, that the City shall not be required to maintain such insurance so long as builders risk insurance covering such facilities during the period of construction is in effect. 14 . The City certifies that based upon all facts and estimates now known or reasonably expected to be in exis- tence on the date the Certificates initially issued are -11- 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 portion of the Certificates to be an "arbitrage bond" under Section 103 (c) (2) of the Internal Revenue Code of 1954 , as amended, and the regulations prescribed thereunder. Furthermore, all officers, employees and agents of the City are authorized and directed to provide certifications of facts and esti- mates that are material to the reasonable expectations of the City as of the date the Certificates 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 Certificates initially issued 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 Certifi- cates, regulate investments of proceeds of the 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. 15 . 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 Vernon' s Ann. Tex. Civ. St. Article 6252-17 . 16 . The Official Statement prepared in the offering and sale of the Certificates has been and is hereby authorized, approved and ratified as to the form . and content. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. 17 . The Mayor, City Clerk and other appropriate officers of The City of Beaumont are hereby authorized and directed to do any all things necessary and or convenient to carry out the terms of this Ordinance. 18 . (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. -12- C� �s�5 _ j I M avy or CITY OF BEAUMONT, TEXAS ATTEST: 1 ,9 City Clerk CITY OF BEAUMONT, 4AS (CITY SEAL)