O101W:
CITY OF KENNEDALEE, TEXAS
$455,000 COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SERIES 1996
OFFICIAL CITY
SECRETARY'S COPY.
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CITY OF KENNEDALE, TEXAS
$455,000 COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION
.,� SERIES 1996
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TABLE OF CONTENTS
1.
Resolution Directing Publication of Notice of Intention to Issue Certificates of Obligation
2.
Affidavit of Publication
3.
Bond Purchase Agreement
4.
Ordinance Authorizing the Issuance of Certificates of Obligation
5.
Paying Agent/Registrar Agreement
6.
Official Statement
7.
General Certificate
8.
Signature Identification and No- Litigation Certificate
9.
Closing Certificate
10.
Instruction Letter to Paying Agent
11.
Receipt for Proceeds
12.
Instruction letter to the Attorney General and Comptroller of Public Accounts
13.
No- Arbitrage Certificate
�. 14.
Form 8038 -G
15.
Attorney General's Opinion
16.
Bond Counsel Opinion
17.
DTC Letter
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CERTIFICATE FOR RESOLUTION
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THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in Regular Meeting on the 8th day of
February, 1996, at the designated meeting place, and the roll was called of the duly constituted
4 officers and members of said City Council, to wit:
Bill Abbott Mayor
Mark Wright Mayor Pro tem
�. Tom Boone Councilmembers
Ron Kovach
Robert Mundy
George Barrett
Kathy Turner City Secretary
and all of said persons were present, except the following absentees: N/A , thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
RESOLUTION DIRECTING PUBLICATION OF NOTICE OF INTENTION
TO ISSUE COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION
was duly introduced for the consideration of said City Council and read in full. It was then duly
,, moved and seconded that said Resolution be adopted; and, after due discussion, said motion carrying
with it the adoption of said Resolution, prevailed and carried by the following vote:
AYES: All members of the City Council shown present above voted "Aye" except as
shown below.
NOES: N/A
ABSTAIN: N/A
2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and
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foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said
Meeting pertaining to the adoption of said Resolution; that the persons named in the above and
,&V foregoing paragraph are the duly chosen, qualified and acting officers and members of said City
Council as indicated therein; that each of the officers and members of said City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said
Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting
10 for such purpose, and that said Meeting was open to the public and public notice of the time, place
and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor of said City has approved and hereby approves the aforesaid
Resolution; that the Mayor and the City Secretary of said City have duly signed said Resolution; and
1 , that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate
shall constitute the signing of the attached and following copy of said Resolution for all purposes.
SIGNED AND SEALED the 8th day of February, 1996.
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City Se etary
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Mayor
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CITY OF 332U DALE
RESOLUTION NO. 43
RESOLUTION DIRECTING PUBLICATION OF NOTICE OF INTENTION TO
ISSUE COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION.
THE STATE OF TEXAS §
` COUNTY OF TARRANT §
CITY OF 1UMMMALE §
WHEREAS, the City deems it advisable to give notice of intention
to issue one or more series of Certificates of Obligation in the maximum
principal amount of $475,000 for the acquisition of a fire truck and
acquisition and construction of certain improvements for its water
system, including the acquisition of well control equipment and the
relocation of water lines in the City and to pay legal, fiscal and
engineering fees in connection with this project; and
WHEREAS, it is hereby officially found and determined that the
meeting at which this Resolution was passed was open to the public and
public notice of the time, place and purpose of said meeting was given,
all as required by Chapter 551, Texas Government Code.
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THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
RENNEDALE:
1. That attached hereto is a form of the Notice of Intention to
issue Certificates of Obligation, the form and substance of which is
hereby adopted and approved.
2. That the City Secretary shall cause said notice to be
published in substantially the form attached hereto, in a newspaper of
W' general circulation in said City, and published in said City, on the
same day in each of two consecutive weeks, the date of the first
publication thereof to be at least 14 days prior to the time set for the
first reading of the ordinance authorizing the issuance of such
certificates of obligation as shown in said notice.
3. That this Resolution shall become effectively immediately upon
adoption.
PASSED AND APPROVED ON THIS STH DAY OF FEBRUARY, 1996.
APPROVED:
Mayor Bill Abbott
ATTEST:
City Sec tary
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CITY OF KENNEDALE
NOTICE OF INTENTION TO ISSUE COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
The City of Kennedale does hereby give notice of intention to issue one or more series of
Combination Tax and Revenue Certificates of Obligation, in the maximum principal amount not to
exceed $475,000, for paying all or a portion of the city's contractual obligations for the acquisition
of a fire truck and acquisition and construction of certain improvements for its water system,
" including the acquisition of well control equipment and the relocation of water lines in the City and
to pay legal, fiscal and engineering fees in connection with this project. The City proposes to adopt
an ordinance which will provide that the Certificates of Obligation shall be secured by a pledge of
funds received from the levy and collection of ad valorem taxes in the City as provided by law, and
from a limited pledge of the surplus revenues (the "Surplus Revenues ") of the City's Waterworks and
40 Sewer System, remaining after payment of all operation and maintenance expenses thereof, and all
so
debt service, reserve, and other requirements in connection with all of the City's revenue bonds or
other obligations (now or hereafter outstanding), which are payable from all or any part of the net
revenues of the City's Waterworks and Sewer System; provided that if there are Surplus Revenues
available to pay all or part of the Certificates of Obligation in any fiscal year, the levy of the ad
.r valorem taxes shall be reduced by the amount of Surplus Revenues which are available to pay debt
service on the Certificates of Obligation . The City Council intends to consider for passage at a
Regular Meeting to be held at 7:30 P.M. on March 14, 1996, an Ordinance authorizing the issuance
of Combination Tax and Revenue Certificates of Obligation, at the City Hall, 209 North New Hope
Road, Kennedale, Texas.
CITY OF KENNEDALE
Bill Abbott, Mayor
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AFFIDAVIT OF PUBLICATION
`" THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
BEFORE ME, a notary public in and for the above named County, on this day personally
appeared the person whose name is subscribed below, who, having been duly sworn, says upon oath
that he or she is a duly authorized officer or employee of the
Kenneda l e %ws
which is a newspaper of general circulation in the above named County, devoting not less than 25%
of its total column lineage to the carrying of items of general interest, published not less frequently
0 than once each week, entered as second -class postal matter in the county where published, and having
been published regularly and continuously for not less than 12 months prior to the making of any
publication; and that a true and correct copy of the NOTICE OF INTENTION TO ISSUE
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, a clipping of which
is attached to this Affidavit, was published in said Newspaper on the following dates:
February , 1996
1996
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Officer or Employee
SUBSCRIBED AND SWORN TO BEFORE ME on the 6th day of March
1996.
N tary Public
117 JOHN EDD BLESSING MY COMMISSION EXPIRES Jaly 10, 1997
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NOTICE OF INTENTION TO ISSUE CO ATION'TAX AND
REVENUE CERTIFICATES OF OBLIGATION
The City of Kennedale does hereby give notice of intention to issue one
or more series of Combination Tax and Revenue Certificates of Obliga-
don, in the maximum principal amount not to exceed $475,000, for paying
a0 or poetion of the city's contractual obligations for the acquisition ofs4 '
fire truck and acquisition and construction of certain improvements for No
water system, including the acquisition of well control equipment and the
relocation of water lines in the City and to pay legal, fiscal and engineering
lees In connection with this project. The City proposes to adopt an
ordinance which will provide that the Certificates of Obligation shall be
secured by a pledge of funds received from the levy and collection of ad
valorem taxes in the City as provided by law, and from a limited pledge of
The surplus revenues (the "Surplus Revenues") of the City's Waterworks
and Sewer System, remaining after payment of all operation and mainte-
nance expenses thereof, and all debt service, reserve, and other require-
ments in connection with all of the city's revenue bonds or other obliga-
tions (now or hereafter outstanding), which are payable from all or any
part of the net revenues of the City's Waterworks and Sewer System;
provided that If there are Surplus Revenues available to pay all or part of
the Certificates of Obligation in any fiscal year, the levy of the ad valorem
taxes shall be reduced by the amount of Surplus Revenues which are
available to pay debt service on the Certificates of Obligation, The City
Council intends to consider for passage at a Regular Meeting to be held at
7:30 P.M. an March 14,1996, an Ordinance authorizing the Issuance of .
Combination Tax and Revenue Carlificaft of ObVpdoW at 100 East -
Broadway �riet, ( Cencar), ICeunedale, Tags. 43.44
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$455,000
CITY OF KENNEDALE, TEXAS
Combination Tax and Revenue Certificates of Obligation
Series 1996
PURCHASE CONTRACT
March 14, 1996
r:
The Honorable Mayor and Members of the City Council
City of Kennedale, Texas
P.O. Box 268
Kennedale, Texas 76060
Dear Mayor and Members of the City Council:
" Service Asset Management Company (the "Underwriter "), offers to enter into this Purchase
Contract with the City of Kennedale, Texas (the "City "). This offer is made subject to the City's
acceptance of this Purchase Contract on or before 9:00 p.m. Dallas Time on March 14, 1996.
1. Purchase and Sale of the Certificates. Upon the terms and conditions and upon the basis
of the representations set forth herein, the Underwriter hereby agrees to purchase from the City, and
the City hereby agrees to sell and deliver to the Underwriter an aggregate of $455,000 principal
amount of Combination Tax and Revenue Certificates of Obligation, Series 1996 (the "Certificates ").
The Certificates shall have the dated date, the maturities and bear interest from the date and at the
rate or rates per annum as shown on the cover page of the Official Statement (hereinafter defined),
IV such interest being payable as shown on the cover page of the Official Statement. The purchase price
for the Certificates shall be $455,012.20 plus accrued interest on the Certificates from their date to
the date of the payment for and delivery of the Certificates (the "Closing ").
2. Ordinance. The Certificates shall be as described in and shall be issued and secured under
1W the provisions of the Certificate Ordinance adopted by the City on March 14, 1996 (the "Ordinance ").
The Certificates shall be secured and payable as provided in the Ordinance.
3. Public Offering. It shall be a condition of the obligations of the City to sell and deliver
the Certificates to the Underwriter, and of the obligations of the Underwriter to purchase and accept
• delivery of the Certificates, that the entire principal amount of the Certificates authorized by the
Ordinance shall be sold and delivered by the City and accepted and paid for by the Underwriter at the
Closing. The Underwriter agrees to make a bona fide public offering of all of the Certificates, at not
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in excess of the initial public offering prices, as set forth on the cover page of the Official Statement,
plus interest accrued on the Certificates from the date of the Certificates.
4. Security Deposit. Delivered to the City herewith is a corporate check of the Underwriter
payable to the order of the City in the amount of $ cl 000 . —. The City agrees to hold such check
uncashed until the Closing to ensure the performance of the Underwriter of its obligation to purchase,
accept delivery of and pay for the Certificates at the Closing. Concurrently with the payment by the
Underwriter of the purchase price of the Certificates, the City shall return such check to the
Underwriter as provided in Paragraphs 7 and 8 hereof. Should the City fail to deliver the Certificates
at the Closing, or should the City be unable to satisfy the conditions of the obligations of the
Underwriter to purchase, accept delivery of and pay for the Certificates, as set forth in this Purchase
Contract (unless waived by the Underwriter), or should such obligations of the Underwriter be
terminated for any reason permitted by this Purchase Contract, such check shall immediately be
returned to the Underwriter. In the event the Underwriter fails (other than for a reason permitted
hereunder) to purchase, accept delivery of and pay for the Certificates at the Closing as herein
provided, such check shall be retained by the City as and for full liquidated damages for such failure
of the Underwriter and for any defaults hereunder on the part of the Underwriter. The Underwriter
hereby agrees not to stop or cause payment on said check to be stopped unless the City has breached
any of the terms of this Purchase Contract.
5. Official Statement. The Official Statement, including the cover page and Appendices
thereto, of the City, dated March 14, 1996, with respect to the Certificates, as further amended only
in the manner herein provided, is hereinafter called the "Official Statement." The City hereby
authorizes the Ordinance and the Official Statement and the information therein contained to be used
by the Underwriter in connection with the public offering and sale of the Certificates. The Official
Statement is "deemed final" as of its date, within the meaning, and for the purposes, of Rule 15c2 -12
promulgated under authority granted by the federal Securities Exchange Act of 1934 (the "Rule ").
The City agrees to cooperate with the Underwriter to provide a supply of Official Statements within
seven business days of the date hereof in sufficient quantities to comply with the Underwriter's
obligations under the Rule and the applicable rules of the Municipal Securities Rulemaking Board.
The Underwriter will use its best efforts to assist the City in the preparation of the final Official
Statement in order to ensure compliance with the aforementioned rules.
If at any time after the date of this Purchase Contract but before the first to occur of (i) the
date upon which the Underwriter notifies the City that the period of the initial public offering of the
Certificates has expired or (ii) the date that is 90 days after the date hereof, any event shall occur
which might or would cause the Official Statement to contain any untrue statement of a material fact
or to omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, the City shall
notify the Underwriter, and if, in the opinion of the Underwriter such event requires the preparation
and publication of a supplement or amendment to the Official Statement, the City will at its expense
supplement or amend the Official Statement in the form and in a manner approved by the Underwriter
and famish to the Underwriter a reasonable number of copies requested by the Underwriter in order
to enable the Underwriter to comply with the Rule.
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6. Representations, Warranties and Agreements of the City. On the date hereof, the City
represents, warrants and agrees as follows:
(a) The City is a municipal corporation and a political subdivision of the State of
Texas and a body politic and corporate operating pursuant to the constitution and laws of the
State of Texas and its home rule charter, and has full legal right, power and authority to enter
into this Purchase Contract, to adopt the Ordinance, to sell the Certificates, and to issue and
deliver the Certificates to the Underwriter as provided herein and to carry out and
consummate all other transactions contemplated by the Ordinance and this Purchase Contract;
(b) By official action of the City prior to or concurrently with the acceptance hereof,
the City has duly adopted the Ordinance, has duly authorized and approved the execution and
delivery of, and the performance by the City of the obligations contained in the Certificates
and this Purchase Contract and has duly authorized and approved the performance by the City
of its obligations contained in the Ordinance and in this Purchase Contract;
(c) The City is not in breach of or default under any applicable law or administrative
regulation of the State of Texas or the United States (including regulations of its agencies)
` or any applicable judgment or decree or any loan agreement, note, order, agreement or other
instrument, except as may be disclosed in the Official Statement, to which the City is a party
or is otherwise subject, which would have a material and adverse effect upon the business or
financial condition of the City, and the execution and delivery of the Purchase Contract by the
City and the execution and delivery of the Certificates and the adoption of the Ordinance by
the City and compliance with the provisions of each thereof will not violate or constitute a
breach of or default under any existing law, administrative regulation, judgment, decree or any
agreement or other instrument to which the City is a party or, to the knowledge of the City,
is otherwise subject;
(d) All approvals, consents and orders of any governmental authority or agency
having jurisdiction of any matter which would constitute a condition precedent to the
performance by the City of its obligations to sell and deliver the Certificates hereunder will
have been obtained prior to the Closing;
(e) At the time of the City's acceptance hereof and at the time of the Closing, the
Official Statement does not and will not, with respect to the Certificates, the City, its business,
finances and affairs, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
(f) Between the date of this Purchase Contract and the Closing, the City will not,
without the prior written consent of the Underwriter, issue any additional bonds, notes or
other obligations for borrowed money payable in whole or in part from ad valorem taxes and
the City will not incur any material liabilities direct or contingent, without the prior consent
of the Underwriter, nor will there be any adverse change of a material nature in the financial
position of the City;
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(g) Except as described in the Official Statement, no litigation is pending or, to the
knowledge of the City, threatened in any court affecting the corporate existence of the City,
the title of its officers to their respective offices, or seeking to restrain or enjoin the issuance
or delivery of the Certificates, the levy, collection or application of the ad valorem taxes
pledged or to be pledged to pay the principal of and interest on the Certificates, or in any way
contesting or affecting the issuance, execution, delivery, payment, security or validity of the
Certificates, or in any way contesting or affecting the validity or enforceability of the
Ordinance or this Purchase Contract, or contesting the powers of the City, or any authority
for the Certificates, the Ordinance or this Purchase Contract or contesting in any way the
completeness, accuracy or fairness of the Official Statement;
(h) The City will cooperate with the Underwriter in arranging for the qualification of
the Certificates for sale and the determination of their eligibility for investment under the laws
of such jurisdictions as the Underwriter designates, and will use its best efforts to continue
such qualifications in effect so long as required for distribution of the Certificates; provided,
however, that the City will not be required to execute a general consent to service of process
or to qualify to do business in connection with any such qualification in any jurisdiction;
4W (i) The descriptions of the Certificates and the Ordinance contained in the Official
Statement accurately summarize certain provisions of such instruments, and the Certificates,
when validly executed, authenticated and delivered in accordance with the Ordinance and sold
to the Underwriter as provided herein, will be validly issued and outstanding obligations of
the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance;
1.
0) If prior to the Closing an event occurs affecting the City which is materially
adverse for the purpose for which the Official Statement is to be used and is not disclosed in
the Official Statement, the City shall notify the Underwriter, and if in the opinion of the City
and the Underwriter such event requires a supplement or amendment to the Official
Statement, the City will supplement or amend the Official Statement in a form and in a
manner approved by the Underwriter; and
(k) The financial statements contained in the Official Statement present fairly the
financial position of the City as of the date and for the period covered thereby and are stated
on a basis substantially consistent with that of the prior year's audited financial statements.
7. Closing. At 10:00 A.m., Dallas Time, on April 17, 1996, the City will deliver the initial
certificate or certificates (as defined in the Ordinance) to the Underwriter and, provided the
Underwriter shall have made arrangements with The Depository Trust Company ( "DTC ") for the
Bonds to be immobilized and thereafter traded as book -entry only securities, the City shall take
appropriate steps to provide DTC with one definite bond for each year or maturity of each issue of
the Certificates, and to provide the Underwriter with the other documents hereinafter mentioned, and
the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in
Paragraph 1 hereof in immediately available funds. Concurrently with such payment by the
Underwriter, the City shall return to the Underwriter the check referred to in paragraph 4 hereof.
Delivery and payment as aforesaid shall be made at the office of McCall, Parkhurst & Horton L.L.P.,
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717 North Harwood, Suite 900, Dallas, Texas 75201, or such other place, as shall have been mutually
agreed upon by the City and the Underwriter.
8. Conditions. The Underwriter has entered into this Purchase Contract in reliance upon
the representations and warranties of the City contained herein and to be contained in the documents
and instruments to be delivered at the Closing, and upon the performance by the City of its
obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the
Underwriter's obligations under this Purchase Contract to purchase and pay for the Certificates shall
be subject to the performance by the City of its obligations to be performed hereunder and under such
documents and instruments at or prior to the Closing, and shall also be subject to the following
conditions:
(a) The representations and warranties of the City contained herein shall be true,
complete and correct in all material respects on the date hereof and on and as of the date of
Closing, as if made on the date of Closing;
(b) At the time of the Closing, the Ordinance shall be in full force and effect, and the
Ordinance shall not have been amended, modified or supplemented and the Official Statement
shall not have been amended, modified or supplemented, except as may have been agreed to
by the Underwriter;
(c) At the time of the Closing, all official action of the City related to the Ordinance
shall be in full force and effect and shall not have been amended, modified or supplemented;
(d) The City shall not have failed to pay principal or interest when due on any of its
outstanding obligations for borrowed money;
(e) At or prior to the Closing, the Underwriter shall have received each of the
following documents:
(1) The Official Statement of the City executed on behalf of the City by the
Mayor and City Secretary of the City;
(2) The Ordinance certified by the City Secretary of the City under its seal as
having been duly adopted by the City and as being in effect, with such changes or
amendments as may have been agreed to by the Underwriter;
(3) The opinion, dated the date of Closing, of McCall, Parkhurst & Horton
L.L.P., in substantially the form and substance of Appendix C to the Official
Statement;
(4) An opinion or certificate, dated on or prior to the date of Closing, of the
Attorney General of Texas, approving the Certificates as required by law and the
registration certificate of the Comptroller of Public Accounts of the State of Texas;
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(5) A certificate, dated the date of Closing, signed by the Mayor and the City
Manager of the City, to the effect that, to the best of their knowledge, (i) the
representations and warranties of the City contained herein are true and correct in all
material respects on and as of the date of Closing as if made on the date of Closing;
(ii) except to the extent disclosed in the Official Statement, no litigation is pending or,
to the knowledge of such persons, threatened in any court to restrain or enjoin the
issuance or delivery of the Certificates, or the pledge, collection or application of the
ad valorem taxes and revenues of the City's utility system pledged or to be pledged
to pay the principal of and interest on the Certificates, or in any way contesting or
affecting the validity of the Certificates, the Ordinance or this Purchase Contract, or
contesting the powers of the City or the authorization of the Certificates or the
Ordinance, or contesting in any way the accuracy, completeness or fairness of the
Official Statement (but in lieu of or in conjunction with such certificate, the
Underwriter may, in its sole discretion, accept certificates or opinions of the City
Attorney that, in the opinion thereof, the issues raised in any such pending or
threatened litigation are without substance or that the contentions of all plaintiffs
therein are without merit); (iii) no event affecting the City has occurred since the date
of the Official Statement which should be disclosed in the Official Statement for the
purpose for which it is to be used or which it is necessary to disclose therein in order
to make the statements and information therein not misleading in any respect; and
(iv) that there has not been any material and adverse change in the affairs or financial
condition of the City since September 30, 1995, the latest date as to which audited
financial information is available;
(7) A certificate of the City, dated the date of the Closing, to the effect that,
on the basis of the facts, estimates and circumstances in effect on the date of delivery
of the Certificates, it is not expected that the proceeds of the Certificates will be used
in a manner that would cause the Certificates to be arbitrage bonds within the meaning
of Section 148 of the Internal Revenue Code of 1986, as amended;
(8) Evidence of the ratings on the Certificates, which shall be "Baa" or better
by Moody's Investors Service, Inc. ( "Moody's "), and
(9) Such additional legal opinions, certificates, instruments and other
documents as Bond Counsel or the Underwriter may reasonably request to evidence
the truth, accuracy and completeness, as of the date hereof and as of the date of
Closing, of the City's representations and warranties contained herein and of the
statements and information contained in the Official Statement and the due
* performance and satisfaction by the City at or prior to the date of Closing of all
agreements then to be performed and all conditions then to be satisfied by the City.
All of the opinions, letters, certificates, instruments and other documents mentioned above
: or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof
if, but only if, they are reasonably satisfactory to the Underwriter.
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If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to
purchase, to accept delivery of and to pay for the Certificates as set forth in this Purchase Contract,
or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the
Certificates shall be terminated for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and neither the Underwriter nor the City shall be under further obligation
hereunder, except that the respective obligations of the City and the Underwriter set forth in
Paragraphs 9 and 1 I hereof shall continue in full force and effect.
9. Termination. The Underwriter may terminate their obligation to purchase at any time
before the Closing if any of the following should occur:
(a) (i) Legislation shall have been enacted by the Congress of the United States, or
recommended to the Congress for passage by the President of the United States or favorably
reported for passage to either House of the Congress by any Committee of such House, or
(ii) a decision shall have been rendered by a court established under Article III of the
Constitution of the United States or by the United States Tax Court, or (iii) an order, ruling
or regulation shall have been issued or proposed by or on behalf of the Treasury Department
of the United States or the Internal Revenue Service or any other agency of the United States,
or (iv) a release or official statement shall have been issued by the President of the United
States or by the Treasury Department of the United States or by the Internal Revenue
Service, the effect of which, in any such case described in clause (i), (ii), (iii), or (iv), would
be to impose, directly or indirectly, federal income taxation upon interest received on
obligations of the general character of the Certificates or upon income of the general
character to be derived by the City, other than any imposition of federal income taxes upon
interest received on obligations of the general character as the Certificates on the date hereof
and other than as disclosed in the Official Statement, in such a manner as in the judgment of
the Underwriter would materially impair the marketability or materially reduce the market
price of obligations of the general character of the Certificates.
(b) Any action shall have been taken by the Securities and Exchange Commission or
by a court which would require registration of any security under the Securities Act of 1933,
as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as
+� amended, in connection with the public offering of the Certificates, or any action shall have
been taken by any court or by any governmental authority suspending the use of the Official
Statement or any amendment or supplement thereto, or any proceeding for that purpose shall
have been initiated or threatened in any such court or by any such authority.
(c) (i) The Constitution of the State of Texas shall be amended or an amendment shall
be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been rendered as
to matters of Texas law, or (iv) any order, ruling or regulation shall have been issued or
proposed by or on behalf of the State of Texas by an official, agency or department thereof,
affecting the tax status of the City, its property or income, its bonds (including the
Certificates) or the interest thereon, which in the judgment of the Underwriter would
materially affect the market price of the Certificates.
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(d) (i) A general suspension of trading in securities shall have occurred on the New
York Stock Exchange, or (ii) the United States shall have become engaged in hostilities
(including the escalation of any hostilities existing on the date hereof, whether or not
foreseeable), the effect of which, in either case described in clause (i) and (ii), is, in the
judgment of the Underwriter, so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the Certificates on the terms
and in the manner contemplated in this Purchase Contract and the Official Statement.
(e) An event described in Paragraph 60) hereof occurs which, in the opinion of the
Underwriter, requires a supplement or amendment to the Official Statement that is deemed
by them, in their discretion, to adversely affect the market for the Certificates.
(f) A general banking moratorium shall have been declared by authorities of the
United States, the State of New York or the State of Texas.
(g) A lowering of the rating initially assigned to the Certificates by Moody's shall
occur prior to the Closing.
' 10. Expenses. (a) The City shall pay out of the bond proceeds all expenses incident to the
issuance of the Certificates, including but not limited to: (i) the cost of the preparation, printing and
distribution of the Official Statement; (ii) the cost of the preparation and printing of the Certificates;
(iii) the fees and expenses of Bond Counsel to the City; (iv) the fees and disbursements of the City's
accountants, advisors, and of any other experts or consultants retained by the City; and (v) any travel
' or other expenses incurred incident thereto;
(b) The Underwriter shall pay (i) all advertising expenses in connection with the offering of
the Certificate; and (ii) the cost of the preparation and printing of all the underwriting documents.
11. Notices. Any notice or other communication to be given to the City under this Purchase
Contract may be given by delivering the same in writing at the address for the City set forth above,
and any notice or other communication to be given to the Underwriter under this Purchase Contract
may be given by delivering the same in writing to Service Asset Management Company, 8080 North
Central Expressway, Suite 2870, Dallas, Texas 75206.
12. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and
the Underwriter (including the successors or assigns of the Underwriter) and no other person shall
acquire or have any right hereunder or by virtue hereof. The City's representations, warranties and
agreements contained in this Purchase Contract shall remain operative and in full force and effect,
regardless of (i) any investigations made by or on behalf of the Underwriter, and (ii) delivery of any
payment for the Certificates hereunder; and the City's representations and warranties contained in
Paragraph 6 of this Purchase Contract shall remain operative and in full force and effect, regardless
of any termination of this Purchase Contract.
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13. Effective Date. This Purchase Contract shall become effective upon the execution of
the acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time of
such acceptance.
Very truly yours,
Accepted:
SERVICE ASSET MANAGEMENT COMPANY
By:��
Titl p
This 14th day of March 199��
By:
Mayor,
City of Kennedale, Texas
(CITY SEAL)
Attest:
City Secretary,
City of Kennedale, Texas
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U171
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CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in REGULAR MEETING ON THE
14TH DAY OF MARCH, 1996, at the designated meeting place, and the roll was called
of the duly constituted officers and members of said City Council, to wit:
Bill Abbott Mayor
Mark Wright Mayor Pro tem
Tom Boone Councilmembers
Ron Kovach
Robert Mundy
George Barrett
Kathy Turner City Secretary
and all of s id persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other
business, the following was transacted at said Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF
CERTIFICATES OF OBLIGATION
was duly introduced for the consideration of said City Council. It was then duly moved
and seconded that said Ordinance be passed; and, after due discussion, said motion
carrying with it the approval of said Ordinance prevailed and carried by the following
vote:
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AYES: All members of the City Cou cil shown
above voted "Aye" except6lA Q 1 0 p
2. That a true, full and correct copy of the aforesaid Ordinance finally passed at
the Meeting described in the above and foregoing paragraph is attached to and follows this
Certificate; that said Ordinance has been duly recorded in said City Council's minutes of
said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt
from said City Council's minutes of said Meeting pertaining to the passage of said
Ordinance; that the persons named in the above and foregoing paragraph are the duly
0
chosen, qualified and acting officers and members of said City Council as indicated
therein; that each of the officers and members of said City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of
the aforesaid Meeting, and that said Ordinance would be introduced and considered for
passage at said Meeting, and each of said officers and members consented, in advance, to
the holding of said Meeting for such purpose, and that said Meeting were open to the
public and public notice of the time, place and purpose of said Meeting was given, all as
required by Texas Government Code, Chapter 551.
3. That the Mayor of said City has approved and hereby approves the aforesaid
Ordinance; that the Mayor and the City Secretary of said City have duly signed said
Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their
signing of this Certificate shall constitute the signing of the attached and following copy of
said Ordinance for all purposes.
SIGNED AND SEALED the 14th day of March, 1996.
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City Secr tary
(SEAL)
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ORDINANCE AUTHORIZING THE ISSUANCE
OF CERTIFICATES OF OBLIGATION
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
WHEREAS, the City Council deems it advisable to issue Certificates of Obligation in the
amount of $455,000 for the purpose of paying, in whole or in part, the City's contractual obligations
for the acquisition of a fire truck and acquisition and construction of certain improvements for its
water system, including the acquisition of well control equipment and the relocation of water lines
in the City and to pay legal, fiscal and engineering fees in connection with this project; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be
issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and
Articles 1111 -1118, V. A. T. C. S., as amended; and
WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the
City Secretary to give notice of intention to issue Certificates of Obligation; and
WHEREAS, said notice has been duly published in a newspaper of general circulation in said
City, said newspaper being a "newspaper" as defined in Article 28a, V.A.T.C.S.; and
WHEREAS, the City received no petition from the qualified electors of the City protesting
the issuance of such Certificates of Obligation; and
WHEREAS, it is considered to be to the best interest of the City that said interest bearing
Certificates of Obligation be issued.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF KENNEDALE:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The
recitals set forth in the preamble hereof are incorporated herein and shall have the same force and
effect as if set forth in this Section. The certificates of the City of Kennedale, Texas (the "Issuer ")
are hereby authorized to be issued and delivered in the aggregate principal amount of $455,000 for
the purpose of paying, in whole or in part, contractual obligations for the acquisition of a fire truck
and acquisition and construction of certain improvements for its water system, including the
acquisition of well control equipment and the relocation of water lines in the City and to pay legal,
fiscal and engineering fees in connection with this project.
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Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be
.. designated: "CITY OF KENNEDALE, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 1996 ", and initially there shall be issued, sold, and
delivered hereunder fully registered certificates, without interest coupons, dated March 1, 1996, in
the respective denominations and principal amounts hereinafter stated, numbered consecutively from
R -1 upward, payable to the respective initial registered owners thereof (as designated in Section 13
hereof), or to the registered assignee or assignees of said certificates or any portion or portions
thereof (in each case, the "Registered Owner "), and said certificates shall mature and be payable
serially on February 15 in each of the years and in the principal amounts, respectively, as set forth in
the following schedules:
YEARS
AMOUNTS
1997
$25,000
1998
40,000
1999
40,000
2000
45,000
2001
45,000
2002
45,000
2003
50,000
2004
50,000
2005
55,000
2006
60,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates
initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged
therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto,
and the term "Certificate" shall mean any of the Certificates.
Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth
in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following
10 rates per annum:
„
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Maturity 1997
7.50%
Maturity 1998
7.50%
Maturity 1999
7.45%
Maturity 2000
6.50%
Maturity 2001
4.80%
Maturity 2002
4.90%
Maturity 2003
5.05%
Maturity 2004
5.15%
Maturity 2005
5.30%
Maturity 2006
5.45%
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
CERTIFICATE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer
Conversion and Exchange, Authentication (a) The Issuer shall keep or cause to be kept at the
principal corporate trust office of Norwest Bank Texas, N.A., Dallas, Texas (the "Paying
Agent/Registrar ") books or records for the registration of the transfer, conversion and exchange of
the Certificates (the "Registration Books "), and the Issuer hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such registrations of trans-
fers, conversions and exchanges under such reasonable regulations as the Issuer and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain
and record in the Registration Books the address of the registered owner of each Certificate to which
payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty
of each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has been
given. The Issuer shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, shall not permit their inspection by any
other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of
Certificates shall be made in the manner provided and with the effect stated in the FORM OF
CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or
number to distinguish it from each other Certificate.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates
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surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the Issuer or any other body or person so as to
w accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper
of customary weight and strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k -6, and
particularly Section 6 thereof, the duty of conversion and exchange of Certificates as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the
converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Certificates which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Certificates and Interest The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of
all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will
be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first -class postage prepaid, to the
address of each registered owner appearing on the Registration Books at the close of business on the
last business day next preceding the date of mailing of such notice.
(c) In General The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date),
(iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned (v)
shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the princi-
pal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the
Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered
pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying
Agent /Registrar, but on each substitute Certificate issued in conversion of and exchange for any
Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in
the FORM OF CERTIFICATE.
(d) Substitute Paying Agent/Re is�, trar The Issuer covenants with the registered owners of
the Certificates that at all times while the Certificates are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
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and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent /Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such,
the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust
company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance.
Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed
by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Certificates, by United States mail, first -class postage prepaid, which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book -Entry Only System The Certificates issued in exchange for the Certificates initially
issued to the Underwriter specified herein shall be initially issued in the form of a separate single fully
registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each
such Certificate shall be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ('DTC "), and except as provided in subsection (f) hereof, all of the
outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of whom
such a DTC Participant holds an interest in the Certificates. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant
with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or
any other person, other than a Registered Owner of Certificates, as shown on the Registration Books,
of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other
person, other than a Registered Owner of Certificates, as shown in the Registration Books of any
amount with respect to principal of or interest on the Certificates. Notwithstanding any other
provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled
to treat and consider the person in whose name each Certificate is registered in the Registration
Books as the absolute owner of such Certificate for the purpose of payment of principal and interest
with respect to such Certificate, for the purpose of registering transfers with respect to such
Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of and interest on the Certificates only to or upon the order of the Registered Owners, as shown in
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the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized
in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's
obligations with respect to payment of principal of and interest on the Certificates to the extent of the
sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books,
shall receive a certificate evidencing the obligation of the Issuer to make payments of principal and
interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions in this Ordinance with respect to interest checks being mailed to the
Registered Owner at the close of business on the Record date, the words "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository, Transfers Outside Book -Entry OnlySystem In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the representations letter of the Issuer to DTC or that it is in the best interest of the
beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer
shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Certificates
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate certificated Certificates to DTC
Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall
no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names Registered Owners transferring or exchanging Certificates
shall designate, in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Certificate and all notices with respect to
such Certificate shall be made and given, respectively, in the manner provided in the representations
letter of the Issuer to DTC.
Section 5. FORM OF CERTIFICATES. The form of the Certificates, including the form
of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached
to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are permitted or
required by this Ordinance.
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FORM OF CERTIFICATE
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NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF KENNEDALE, TEXAS $
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 1996
INTEREST RATE DATE OF CERTIFICATES MATURITY DATE CUSIP NO.
March 1, 1996
do
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Kennedale, in Tarrant County,
Texas (the "Issuer "), being a political subdivision of the State of Texas, hereby promises to pay to
the Registered Owner set forth above, or registered assigns (hereinafter called the "registered owner ")
the principal amount set forth above, and to pay interest thereon from the Date of Certificates set
forth above, on February 15, 1997 and semiannually on each February 15 and August 15 thereafter
to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate
per annum specified above; except that if this Certificate is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest on
the Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from
is due but has not been paid, then this Certificate shall bear interest from the date to which such
interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal
corporate trust office of Norwest Bank Texas, N.A., Dallas, Texas, which is the "Paying
Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or
draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate
7
(the "Certificate Ordinance ") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United
w States mail, first -class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month preceding each such date
(the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In addition, interest may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event of
a non - payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date
for such interest payment (a "Special Record Date ") will be established by the Paying
Agent /Registrar, if and when funds for the payment of such interest have been received from the
Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five business days prior
to the Special Record Date by United States mail, first -class postage prepaid, to the address of each
owner of a Certificate appearing on the Registration Books at the close of business on the last
business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Certificate for redemption and payment at the principal corporate trust office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or before
each principal payment date, interest payment date, and accrued interest payment date for this
Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund"
created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date payment
was due.
w THIS CERTIFICATE is one of a Series of Certificates dated March 1, 1996, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $455,000,
for the purpose of paying, in whole or in part, contractual obligations for the acquisition of a fire
truck and acquisition and construction of certain improvements for its water system, including the
acquisition of well control equipment and the relocation of water lines in the City and to pay legal,
fiscal and engineering fees in connection with this project.
THE CERTIFICATES OF THIS SERIES are not subject to redemption prior to maturity.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
L
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Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee or
assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal
amount of fully registered certificates, without interest coupons, payable to the appropriate registered
owner, assignee or assignees, as the case may be, having the same denomination or denominations
in any integral multiple of $5,000 as requested in writing by the appropriate registered owner,
assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certifi-
cate may be executed by the registered owner to evidence the assignment hereof, but such method
is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may
be used to evidence the assignment of this Certificate or any portion or portions hereof from time to
time by the registered owner. The Paying Agent/Registrar's reasonable standard or customary fees
and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof
will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion
or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer, conversion, or exchange (i) during the period
commencing with the close of business on any Record Date and ending with the opening of business
on the next following principal or interest payment date, or (ii) with respect to any Certificate or any
portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
kw resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the registered owners of the Certificates.
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 authorization, issuance and delivery of this
Certificate have been performed, existed and been done in accordance with law; that this Certificate
is a general obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been pledged for such payment, within the limit
prescribed by law, and that this Certificate is additionally secured by and payable from a limited
pledge of not to exceed $1,000 in aggregate over the life of the issue of the revenues of the Issuer's
Waterworks and Sewer System remaining after payment of all operation and maintenance expenses
thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's
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revenue obligations (now or hereafter outstanding), which are payable from all or part of said
revenues, all as provided in the Certificate Ordinance.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
40 terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual
or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Certificate.
(signature)
City Secretary
( signature)
Mayor
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
4.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conver-
sion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or
certificates of a Series which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
Dated:
Norwest Bank Texas, N.A.,
Dallas, Texas
Paying Agent/Registrar
�r
By:
Authorized Representative
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FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, 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
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
lei
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Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is
hereby created and shall be established and maintained by the Issuer at an official depository bank of
said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and
accounts of said Issuer, and shall be used only for paying the interest on and principal of said
Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any of said Certificates are outstanding and unpaid, the governing body of said Issuer shall compute
and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
�. money required to pay the interest on said Certificates as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures
(but never less than 2% of the original amount of said Certificates as a sinking fund each year); and
said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year
while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected
each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad
valorem taxes sufficient to provide for the payment of the interest on and principal of said
Certificates, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law.
Section 7. SURPLUS REVENUES. The Certificates are additionally secured by and shall
be payable from and secured by a limited pledge of not to exceed $1,000 in aggregate over the life
of the issue of the revenues of the Issuer's Waterworks and Sewer Systems remaining after payment
of all maintenance and operation expenses thereof, and all debt service, reserve and other
requirements in connection with all of the Issuer's revenue bonds (now or hereafter outstanding)
which are payable from all or part of the Net Revenues of the Issuer's Waterworks and Sewer
Systems, constituting "Surplus Revenues." The Issuer shall deposit such Surplus Revenues to the
credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay
AV the principal and interest on the Certificates. Notwithstanding the requirements of Section 6, if
Surplus Revenues are actually on deposit in the Interest and Sinking Fund in advance of the time
when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which
otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent
and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund.
" Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate ")
within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section
8, when payment of the principal of such Certificate, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be
made in accordance with the terms thereof, or (n) shall have been provided for on or before such due
date by irrevocably depositing with or making available to the Paying Agent/Registrar for such
payment (1) lawful money of the United States of America sufficient to make such payment or (2)
Government Obligations which mature as to principal and interest in such amounts and at such times
as will insure the availability, without reinvestment, of sufficient money to provide for such payment,
and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the
payment of its services until all Defeased Certificates shall have become due and payable. At such
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time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such
Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance,
w and such principal and interest shall be payable solely from such money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer also be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar which is not required for the payment of the Certificates and interest thereon, with
respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited
as directed in writing by the Issuer.
(c) The term "Government Obligations" as used in this Section, shall mean direct obligations
AW of the United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, which may be United States Treasury
obligations such as its State and Local Government Series, which may be in book -entry form.
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates
the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates In the event any outstanding Certificate is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as
the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in
the manner hereinafter provided.
(b) Application for Replacement Certificates Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered
owner applying for a replacement certificate shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
' from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Certificate, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be.
In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the
Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated.
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(c) No Default Occurred Notwithstanding the foregoing provisions of this Section, in the
event any such Certificate shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the
Issuer may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or
indemnity is furnished as above provided in this Section.
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(d) Charge for Issuing Replacement Certificates Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all
legal, printing, and other expenses in connection therewith. Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or
destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates In accordance with Section 6 of Vernon's
Ann. Tex. Civ. St. Art. 717k -6, this Section 9 of this Ordinance shall constitute authority for the
issuance of any such replacement certificate without necessity of further action by the governing body
of the Issuer or any other body or person, and the duty of the replacement of such certificates is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Certificates in the form and manner and with the effect, as pro-
vided in Section 4(a) of this Ordinance for Certificates issued in conversion and exchange for other
Certificates.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the
Certificates initially issued and delivered hereunder and all necessary records and proceedings per-
taining 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. Upon registration of the Certificates said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the
Issuer's Certificate Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
'� printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal
effect, and shall be solely for the convenience and information of the registered owners of the
Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate
legend as provided by the insurer.
'` Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES. The Issuer covenants to take any action necessary to assure, or refrain from any
action which would adversely affect, the treatment of the Certificates as Obligation described in
section 103 of the Code, the interest on which is not includable in the "gross income" of the holder
for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
av
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the
proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the Issuer, with respect to such private business use, do not, under the terms of
this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the
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payment of more than 10 percent of the debt service on the Certificates, in contravention of
section 141(b)(2) of the Code;
do (b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
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(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the
Certificates being treated as "private activity bonds" within the meaning of section 141(b) of
the Code;
(e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Certificates, directly
or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the tern of the Certificates, other than investment property acquired with --
(1) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148 -1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and,
to the extent applicable, section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five -year
period (beginning on the date of delivery of the Certificates) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
15
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to pay to the United States of America, not later than 60 days after the Certificates have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(f) of the Code.
V
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In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the bondholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained
herein are intended to assure compliance with the Code and any regulations or rulings promulgated
by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Certificates, the Issuer will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Certificates under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which
impose additional requirements which are applicable to the Certificates, the Issuer agrees to comply
with the additional requirements to the extent necessary, in the opinion of nationally recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Certificates under
section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs
the Mayor to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Certificates.
1W Section 12. DESIGNATION AS QUALIFIED TAX - EXEMPT OBLIGATIONS. The Issuer
hereby designates the Certificates as "qualified tax- exempt obligations" as defined in section 265(b)(3)
of the Code. In furtherance of such designation, the Issuer represents, covenants and warrants the
following: (a) that during the calendar year in which the Certificates are issued, the Issuer (including
any subordinate entities) has not designated nor will designate bonds, which when aggregated with
the Certificates, will result in more than $10,000,000 of "qualified tax - exempt bonds" being issued;
(b) that the Issuer reasonably anticipates that the amount of tax- exempt obligations issued, during the
calendar year in which the Certificates are issued, by the Issuer (or any subordinate entities) will not
exceed $10,000,000; and, (c) that the Issuer will take such action or refrain from such action as
necessary, and as more particularly set forth in Section 11, hereof, in order that the Certificates will
not be considered "private activity bonds" within the meaning of section 141 of the Code.
Section 13. SALE OF CERTIFICATES. The Certificates are hereby initially sold and shall
be delivered to Service Asset Management Company (the "Purchaser "), pursuant to the terms of a
Purchase Contract between the Issuer and the Purchaser, dated March 14, 1996, which Purchase
Contract is hereby approved. The Certificates shall be sold to the Purchaser for cash for $455,012.20
(representing the par amount of the Certificates, plus a premium thereon of $6,571.85 less an
underwriter's discount of $6,559.65) and accrued interest thereon to date of delivery. The
16
Certificates shall initially be registered in the name of Service Asset Management Company. It is
further officially found, determined and declared that the Certificates have been sold pursuant to an
Official Statement dated March 14, 1996, prepared and distributed in connection with the sale of the
Certificates. Said Official Statement, and any addenda, supplement or amendment thereto have been
and are hereby approved by the governing body of the Issuer, and its use in the offer and sale of the
Certificates is hereby approved. It is further officially found, determined and declared that the
statements and representations contained in said Official Statement are true and correct in all material
respects, to the best knowledge and belief of the governing body of the Issuer.
Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS; PREMIUM.
Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be
used along with other certificate proceeds for the purpose for which the Certificates are issued set
forth in Section 1 hereof, provided that after completion of such purpose, if any of such interest
earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund.
It is further provided, however, that any interest earnings on certificate proceeds which are required
to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the
Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for
the purposes of this Section.
v The Issuer shall deposit all amounts received from the sale of the Certificates which exceed
the principal amount thereof to the Interest and Sinking Fund.
Section 15. APPROPRIATION. The Issuer hereby appropriates from current funds on hand,
and directs the transfer to the Interest and Sinking Fund for the Certificates of, an amount of money
sufficient, when added to the accrued interest received from the sale of the Certificates, to pay the
interest scheduled to come due on the Certificates on February 15, 1997.
Section 16. NO RULE 15c2 -12 UNDERTAKING. The Issuer has not made an undertaking
in accordance with Rule 15c2 -12 of the Securities and Exchange Commission (the "Rule ") in reliance
upon an exemption provided therein for offerings of municipal securities aggregating less than
$1,000,000. The Issuer is not, therefore, obligated pursuant to the Rule to provide any on -going
disclosure relating to the Issuer or the Certificates.
17
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PAYING AGENT/REGISTRAR AGREEMENT
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THIS AGREEMENT entered into as of January 15, 1996 (this "Agreement "), by
and between the City of Kennedale, Texas (the "Issuer "), and Norwest Bank Texas, N.A.,
Dallas, Texas, a banking association duly organized and existing under the laws of the
United States of America (the 'Bank ").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
Combination Tax and Revenue Certificates of Obligation, Series 1996 (the "Securities ") in
the aggregate principal amount of $455,000 such Securities to be issued in fully registered
form only as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers
thereof on or about April 17, 1996; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar
in connection with the payment of the principal of, premium, if any, and interest on said
Securities and with respect to the registration, transfer and exchange thereof by the
registered owners thereof, and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of
the Issuer and has full power and authority to perform and serve as Paying
Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. A000intment
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on
* behalf of the Issuer the principal, premium (if any), and interest on the Securities as the
same become due and payable to the registered owners thereof, all in accordance with this
Agreement and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities.
As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the
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40
Issuer books and records as to the ownership of said Securities and with respect to the
transfer and exchange thereof as provided herein and in the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent
and Registrar for the Securities.
Section 1.02. Compensation
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer
hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached
hereto for the first year of this Agreement and thereafter the fees and amounts set forth in
the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for
„ municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close
of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following
Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all
40 reasonable expenses, disbursements and advances incurred or made by the Bank in
accordance with any of the provisions hereof (including the reasonable compensation and
the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions
For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the
principal or any or all installments of interest, or both, are due and payable on any
Security which has become accelerated pursuant to the terms of the Security.
"Bank Office" means the principal corporate trust office of the Bank as
indicated on the signature page hereof. The Bank will notify the Issuer in writing of
any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in
the name of the Issuer by the President of the Board of Trustees of the Issuer, any
one or more of said officials, delivered to the Bank.
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"Legal Holiday" means a day on which the Bank is required or authorized to be
closed.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
10 "Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by such
particular Security (and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order).
"Redemption Date" when used with respect to any Security to be redeemed
means the date fixed for such redemption pursuant to the terms of the Order.
"Order" means the order of the governing body of the Issuer pursuant to which
the Securities are issued, certified by the Secretary of the Board of Trustees or any
other officer of the Issuer and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means the Chairman
or Vice - Chairman of the Board of Directors, the Chairman or Vice - chairman of the
Executive Committee of the Board of Directors, the President, any Vice President,
the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the
Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any
other officer of the Bank customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the
Issuer providing for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Order the principal of a
Security is scheduled to be due and payable.
Section 2.02. Other Definitions
The terms 'Bank," Issuer," and "Securities (Security)" have the meanings assigned
to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the
duties and functions of this Agreement.
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ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent
As Paying Agent, the Bank shall, provided adequate collected funds have been
provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer
the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration
Date, to the Holder upon surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been
provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer
the interest on each Security when due, by computing the amount of interest to be paid
each Holder and preparing and sending checks by United States Mail, first class postage
prepaid, on each payment date, to the Holders of the Securities (or their Predecessor
Securities) on the respective Record Date, to the address appearing on the Security
Register or by such other method, acceptable to the Bank, requested in writing by the
Holder at the Holder's risk and expense.
Section 3.02. Payment Dates
The Issuer hereby instructs the Bank to pay the principal of and interest on the
Securities on the dates specified in the Order.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank
Office books and records (herein sometimes referred to as the "Security Register ") for
recording the names and addresses of the Holders of the Securities, the transfer, exchange
and replacement of the Securities and the payment of the principal of and interest on the
Securities to the Holders and containing such other information as may be reasonably
required by the Issuer and subject to such reasonable regulations as the Issuer and the
Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted
in the Security Register.
4 V Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been
guaranteed by an officer of a federal or state bank or a member of the National
Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the
Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re- registration, transfer or exchange of the Securities.
4
To the extent possible and under reasonable circumstances, the Bank agrees that,
in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders
thereof will be completed and new Securities delivered to the Holder or the assignee of the
Holder in not more than three (3) business days after the receipt of the Securities to be
cancelled in an exchange or transfer and the written instrument of transfer or request for
exchange duly executed by the Holder, or his duly authorized agent, in form and manner
satisfactory to the Paying Agent/Registrar.
Section 4.02. Certificates
The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed
Securities will be kept in safekeeping pending their use, and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other political subdivisions or
corporations for which it serves as registrar, or that is maintained for its own securities.
0 Section 4.03. Form of Security Register
The Bank, as Registrar, will maintain the Security Register relating to the
registration, payment, transfer and exchange of the Securities in accordance with the
Bank's general practices and procedures in effect from time to time. The Bank shall not be
obligated to maintain such Security Register in any form other than those which the Bank
has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 4.04. List of Security Holders
The Bank will provide the Issuer at any time requested by the Issuer, upon
payment of the required fee, a copy of the information contained in the Security Register.
The Issuer may also inspect the information contained in the Security Register at any time
the Bank is customarily open for business, provided that reasonable time is allowed the
Bank to provide an up -to -date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the
Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt
of a court order and prior to the release or disclosure of the contents of the Security
Register, the Bank will notify the Issuer so that the Issuer may contest the court order or
such release or disclosure of the contents of the Security Register.
5
40
Section 4.05. Return of Cancelled Certificates
1W The Bank will, at such reasonable intervals as it determines, surrender to the
Issuer, Securities in lieu of which or in exchange for which other Securities have been
issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities
The Issuer hereby instructs the Bank, subject to the applicable provisions of the
Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed,
lost, or stolen Securities as long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Security of like form and tenor, and in
the same denomination and bearing a number not contemporaneously outstanding, in
exchange and substitution for such mutilated Security, or in lieu of and in substitution for
such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such
Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the
Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank
harmless. All expenses and charges associated with such indemnity and with the
preparation, execution and delivery of a replacement Security shall be borne by the Holder
of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer
The Bank will, within a reasonable time after receipt of written request from the
Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section
3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant
to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank
The Bank undertakes to perform the duties set forth herein and agrees to use
reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the
Bank.
6
,0
4.
(b) The Bank shall not be liable for any error of judgment made in good faith
by a Responsible Officer, unless it shall be proved that the Bank was negligent in
ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its
own funds or otherwise incur any financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity satisfactory to it
against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or parties.
Without limiting the generality of the foregoing statement, the Bank need not examine the
ownership of any Securities, but is protected in acting upon receipt of Securities
containing an endorsement or instruction of transfer or power of transfer which appears
on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be
bound to make any investigation into the facts or matters stated in a resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
note, security or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect
to any action taken, suffered, or omitted by it hereunder in good faith and in reliance
thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer
The recitals contained herein with respect to the Issuer and in the Securities shall
be taken as the statements of the Issuer, and the Bank assumes no responsibility for their
correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any
Security, or any other Person for any amount due on any Security from its own funds.
10
Section 5.04. May Hold Securities
The Bank, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Issuer with the same rights it would
have if it were not the Paying Agent/Registrar, or any other agent.
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7
4W
Section 5.05. Moneys Held by Bank
The Bank shall deposit any moneys received from the Issuer into a trust account to
be held in a fiduciary capacity for the payment of the Securities, with such moneys in the
account that exceed the deposit insurance available to the Issuer by the Federal Deposit
Insurance Corporation, to be fully collateralized with securities or obligations that are
eligible under the laws of the State of Texas to secure and be pledged as collateral for
trust accounts until the principal and interest on such securities have been presented for
payment and paid to the owner thereof. Payments made from such trust account shall be
made by check drawn on such trust account unless the owner of such Securities shall, at
its own expense and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on
any Security and remaining unclaimed for three years after the final maturity of the
Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so
elects, and the Holder of such Security shall hereafter look only to the Issuer for payment
thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If
the Issuer does not elect, the Bank is directed to report and dispose of the funds in
compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification
0
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and
hold it harmless against, any loss, liability, or expense incurred without negligence or bad
faith on its part, arising out of or in connection with its acceptance or administration of its
duties hereunder, including the cost and expense against any claim or liability in
connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07. Interpleader
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse
claim, demand, or controversy over its person as well as funds on deposit, in either a
Federal or State District Court located in the State and County where either the Bank
Office or the administrative offices of the Issuer is located, and agree that service of
process by certified or registered mail, return receipt requested, to the address referred to
in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the
Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of
competent jurisdiction to determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services
10 It is hereby represented and warranted that, in the event the Securities are
otherwise qualified and accepted for 'Depository Trust Company" services or equivalent
depository trust services by other organizations, the Bank has the capability and, to the
8
10
extent within its control, will comply with the "Operational Arrangements," effective
August 1, 1987, which establishes requirements for securities to be eligible for such type
depository trust services, including, but not limited to, requirements for the timeliness of
payments and funds availability, transfer turnaround time, and notification of redemptions
and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment
This Agreement may be amended only by an agreement in writing signed by both
of the parties hereto.
Section 6.02. Assignment
This Agreement may not be assigned by either party without the prior written
consent of the other.
Section 6.03. Notices
Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or permitted hereby to be given or furnished to the Issuer or the Bank
shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown
on the signature page of this Agreement.
Section 6.04. Effect of Headings
The Article and Section headings herein are for convenience only and shall not
affect the construction hereof.
Section 6.05. Successors and Assigns
All covenants and agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
Section 6.06. Severability
In case any provision herein shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
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9
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Section 6.07. Benefits of Agreement
Nothing herein, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any benefit or any legal or equitable right, remedy,
or claim hereunder.
Section 6.08. Entire Agreement
This Agreement and the Order constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists
between this Agreement and the Order, the Order shall govern.
Section 6.09. Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same Agreement.
4W
Section 6.10. Termination
This Agreement will terminate (i) on the date of final payment of the principal of
and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by
either party upon sixty (60) days written notice; provided, however, an early termination
of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which
would disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer
and deliver the Security Register (or a copy thereof), together with other pertinent books
and records relating to the Securities, to the successor Paying Agent/Registrar designated
and appointed by the Issuer.
ar
wr
The provisions of Section 1.02 and of Article Five shall survive and remain in full
force and effect following the termination of this Agreement.
Section 6.11. Governing Law
This Agreement shall be construed in accordance with and governed by the laws of
the State of Texas.
10
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M
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
NOR WEST TEXAS, N.A.
DALLA S
By W
Title klent
1601 Elm Street, Suite 4300
Dallas, Texas 75201
Attest: p �—
auja
(. �- "`�
Title VW Ppk�g(jofty
U
[BANK SEAL]
CITY OF KENNEDALE, TEXAS
B //��
Mayor
P. 0. Box 268, Kennedale, Texas 76060
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[ISSUER SEAL]
Attest:
City Secreta
SIGN
H E R E
. . . . . . . ...
3 b 3 H
N'JIS
11
$455,000
THE CITY OF KINNEDALE
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 1996
I. Acceptance Fee $200 per issue
kv Our acceptance fee covers the review, acceptance and assumption of all
responsibilities and duties as trustee under the indenture, participation in document
conferences, establishing records and accounts, authentication and delivery of bonds,
receipt of funds, consultation with counsel and attendance at closings. This one time
fee is payable at the closing of the financing.
II. Administration Fee $200 per issue
This annual fee includes the normal day -to -day administration of the issue performed
in accordance with the governing documents, maintenance of all administrative
records, and the duties and functions associated with the Paying Agency. Our annual
administration fee is billed annually in advance.
M. Out -of- Pocket Expenses
At cost as incurred
All out -of- pocket expenses incurred in connection with the acceptance of the paying
agent appointment and annual administration will be billed at actual cost as incurred.
Expenses for which we are normally reimbursed include, but are not limited to
postage, express mail, mail insurance, long distance calls, fax charges, travel
4W expenses, and wire charges.
IV. Extraordinary Services
Fees indicated in this schedule are based upon services rendered in accordance with
established procedures and during normal business hours. Unusual or extraordinary
services such as those provided upon an Event of Default are subject to additional
charges based on the duties, responsibilities, and other factors involved.
Our proposal is subject in all respects to our review and acceptance of the governing
documents which set forth our duties and responsibilities.
W
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OFFICIAL STATEMENT
Dated March 14,1996
Ratings: Moody's: `Baal"
NEW ISSUE - Book - Entry -Only (See "Other Information -
Ratings herein) ,
In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax
purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters
described under "Tax Matters" herein, including the alternative minimum tax on corporations.
THE CERTIFICATES WILL BE DESIGNATED AS "QUALIFIED IFIED TAX EXBOrr OBLIGATTONS" FOR FINANCIAL INS ONS
$455,000
CITY OF KENNEDALE, TEXAS
(Tarrant County)
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 19%
Dated Date: March 1,19% Due: February 15, as shown below
�r
PAYMENT TERMS ... Interest on the $455,000 City of Kennedale, Texas, Combination Tax and Revenue Certificates of
Obligation, Series 1996 (the "Certificates ") will accrue from the dated date shown above, will be payable February 15 and
August 15 of each year commencing February 15, 1997, and will be calculated on the basis of a 360 -day year consisting of
twelve 30-day months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of
The Depository Trust Company ( "DTC ") pursuant to the Book - Envy -Only System described herein. Beneficial ownership of
the Certificates may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the
Certificates will be made to the owners thereof. Principal of, premium, if any, and interest on the Certificates will be
payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating
members of DTC for subsequent payment to the beneficial owners of the Certificates. See 'The Certificates - Book - Entry-Only
System" herein. The initial Paying Agent(Registrar is Norwest Bank Texas, N.A., Dallas, Texas (see 'The Certificates - Paying
Agent/Registrar ").
Auff oRIIY FOR ISSUANCE ... The Certificates are issued pursuant to the Constitution and general laws of the State of Texas,
(the "State ") particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of
1971), as amended, and constitute direct obligations of the City of Kennedale, Texas (the "City'), payable from a combination
of (i) the levy and collection of a direct and continuing ad valorem tax, within the limits prescribed by law, on all taxable
property within the City, and (u) a limited pledge of surplus net revenues of the City's Waterworks and Sewer System, as
provided in the ordinance authorizing the Certificates (the "Ordinance ") (see "The Certificates - Authority for Issuance ").
P URPOSE ... Proceeds from the sale of the Certificates will be used to (i) purchase a fire truck, (ii) acquire and construct
certain improvements for the City's water system, including the acquisition of well control equipment and relocation of water
lines, and (iii) pay costs of issuance associated with the Certificates.
MATURITY SCHEDULE
Price Price
or or
wr Amount Maturity Rate Yield Amount Maturity Rate Yield
$ 25,000 1997 7.50% 4.25% $ 45,000 2002 4.90% 5.00%
40,000 1998 7.50% 4.50% 50,000 2003 5.05% 5.10%
40,000 1999 7.45% 4.65% 50,000 2004 5.15% 5.25%
45,000 2000 6.50% 4.80% 55,000 2005 5.30% 5.40%
45,000 2001 4.80% 4.90% 60,000 2006 5.45% 5.55%
'W (Accrued Interest from March 1, 1996 to be added)
REDEmrtfoN ... The Certificates are not subject to redemption prior to maturity.
L EGALrTY ... The Certificates are offered for delivery when, as and if issued and received by the initial purchaser(s) and
subject to the approving opinion of the Attorney General of Texas and the opinion of McCall Parkhurst & Horton L.L.P., Bond
Counsel, Dallas, Texas (see Appendix C, "Form of Bond Counsel's Opinion ").
,r
DELrvERY ... It is expected that the Certificates will be available for delivery through DTC on April 17, 1996.
SERVICE ASSET MANAGEMENT COMPANY
13
This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the
solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale.
No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other
than those contained in this Official Statement, and, if given or made, such other information or representations must not be
relied upon.
The information set forth herein has been obtained from the City and other sources believed to be reliable, but such
information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the
Financial Advisor. This Official Statement contains, in pan, estimates and matters of opinion which are not intended as
statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be
realized.
The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of
this Official Statement nor any sale made hereunder shall, wider any circumstances, create any implication that there has been
no change in the affairs of the City or other matters described
TABLE OF CONTENTS
OFFICIAL STATEMENT SUMMARY ....................... 3
CITY OFFICIALS, STAFF AND CONSULTANTS ... 5
ELECTED OFFICIALS .................. ............................... 5
SELECTED ADMINISTRATIVE STAFF ........................... 5
CONSULTANTS AND AD VISORS ... ............................... 5
INTRODUCTION .......................... ............................... 6
THE CERTIFICATES .................... ..............................6
TAX INFORMATION .................... ..............................9
TABLE 1 - VALUATION, ExEMPTIONs AND GENERAL
OBLIGATION DEBT ......... ............................... 11
TABLE 2 - TAXABLE ASSESSED VALUATIONS BY
CATEGORY.................... ............................... 12
TABLE 3 - VALUATION AND GENERAL OBLIGATION
DEBT HISTORY .............. ............................... 13
TABLE 4 - TAx RATE, LEVY AND COLLECTION
HISTORY....................... ............................... 13
TABLE 5 - TEN LARGPsTTAxPAYERS .................... 13
TABLE 6 - TAX ADEQUACY .... ............................... 14
TABLE 7 - ESTIMATED OVERLAPPING DEBT............ 14
DEBT INFORMATION ............... ............................... 15
TABLE H - PRO -FORMA GENERAL OBLIGATION DEBT
SERVICE REQu iREMENTS ............................... 15
TABLE 9 - INTEREST AND Su naNG FUND BUDGET
PROJECTION .................. ............................... 15
FINANCIAL INFORMATION ... ............................... 16
TABLE 10 - G ENERAL FUND REVENUFs AND
EXPENDITURE HISTORY .. ............................... 16
TABLE 11 - MUNICIPAL SALES TAx HISTORY ......... 16
TABLE 12 - CURRENT INVESTMENTS ........................ 19
THE SYSTEM... .......................................................... 19
TABLE 13 - MONTHLY WATER RATES ...................... 19
TABLE 14 - HISTORICAL WATER CONSUMPTION ....... 19
TABLE 14 - MONTHLY SEWER RATES ...................... 19
TABLE 16 - WASTEWATER USAGE .......................... 20
TABLE 17 - WATERWORKS AND SEWER SYSTEM
CONDENSED STATEMENT OF OPERATIONS ....... 20
OTHER INFORMATION ........... ............................... 23
RATINGS................................ ............................... 23
LLTIGATION............................ ............................... 23
REGISTRATION AND QUALIFICATION OF CERTIFICATES
FORSALE ...................... ............................... 23
LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE
PUBLIC FUNDS IN TEXAS ............................... 23
LEGAL OPINIONS AND No- lxnGAmoN CERTIFICATE. 23
AUTHENTICITY OF FINANCIAL DATA AND OTHER
INFORMATION ................ ............................... 24
CONTINUING DISCLOSURE EXEMPTION .................... 24
CERTIFICATION OF THE OFFICIAL. STATEMENT .......... 24
APPENDICES
GENERAL INFORMATION REGARDING THE CITY ........ A
EXCERPTS FROM THE ANNUAL FINANCIAL REPORT.. B
FORM OF BOND CouNsEL's OP1NIoN ....................... C
The cover page hereof, this page, the appendices included
herein and any addenda, supplement or amendment hereto,
are part of the Official Statement.
TAX MATTERS ........................... ............................... 21
2
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OFFICIAL STATEMENT SUMMARY
This summary is subject in all respects to the more complete information and definitions contained or incorporated in this
Official Statement. The offering of the Certificates to potential investors is made only by means of this entire Official
Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the
entire Official Statement.
THE CrrY .... ...............................
The City of Kennedale, Texas is a political subdivision and municipal corporation of the
State, located in Tarrant County, Texas. The City covers approximately 4.5 square miles
(see "Introduction - Description of City').
Tt ECERTMCAIW .....................
The Certificates are issued as $455,000 Combination Tax and Revenue Certificates of
Obligation, Series 1996. The Certificates are issued as serial certificates maturing February
15, 1997 through February 15, 2006 (see "The Certificates - Description of the Certificates ").
PAYMENTOFINmREST ..............
Interest on the Certificates accrues from March 1, 1996, and is payable February 15, 1997
and each February 15 and August 15 thereafter until maturity or prior redemption (see "The
Certificates - Description of the Certificates" and "The Certificates - Optional Redemption ").
Au HoRrrY FOR ISSUANCE .........
The Certificates are issued pursuant to the general laws of the State, particularly Subchapter
C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971),'
as amended and an Ordinance passed by the City Council of the City (see "The Certificates -
Authority for Issuance').
SECURrrY FOR THE
CERTrFtCATFS ...........................
The Certificates constitute direct obligations of the City, payable from a combination of (i)
the levy and collection of a direct and continuing ad valorem tax, within the limits prescribed
by law, on all taxable property within the City, and (ii) a limited pledge of surplus net
revenues of the City's Waterworks and Sewer System (see 'The Certificates - Security and
Source of Payment').
QUALIFIED TAx- ExENFT
OBLIGATIONS ............................
The City will designate the Certificates as "Qualified Tax - Exempt Obligations" for financial
institutions (see 'Tax Matters - Qualified Tax- Exempt Obligations for Financial
Institutions').
No OmoNAL REDEmrnON .......
The Certificates are not subject to redemption prior to maturity.
TAx ExEmrrrlON .........................
In the opinion of Bond Counsel, the interest on the Certificates will be excludable from grass
income for federal income tax purposes under existing law, subject to the matters described
under the caption "Tax Matters" herein, including the alternative minimum tax on
corporations.
USE OF PROCEEDS ......................
Proceeds from the sale of the Certificates will be used to (i) purchase a fire truck, (ii)
acquire and construct certain improvements for the City's water system, including the
acquisition of well control equipment and relocation of water lines, and (iii) pay costs of
«'
issuance associated with the Certificates.
RATINGR ........ ............................
The presently outstanding tax supported debt of the City is rated "Baa 1" by Moody's
Investors Service, Inc. ( "Moody's" (see "Other Information - Ratings ").
BOOK - ENTRY -ONLY
SYSmEmt ........ ............................
The definitive Certificates will be initially registered and delivered only to Cede & Co., the
nominee of DTC pursuant to the Book - Entry -Only System described herein. Beneficial
ownership of the Certificates may be acquired in denominations of $5,000 or integral
multiples thereof. No physical delivery of the Certificates will be made to the beneficial
owners thereof. Principal of, premium, if any, and interest on the Certificates will be
payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the
amounts so paid to the participating members of DTC for subsequent payment to the
<,r
beneficial owners of the Certificates (see 'The Certificates - Book - Entry-Only System ") .
PAYmtENT RECORD .....................
The City has never defaulted in payment of its general obligation tax debt.
3
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SELEcrED FEVANCrAL Ir*oRMAnoN
(1) Source: City of Kennedale.
(2) lincludes the Certificates.
(3) Partial collections through January 31, 1996.
Ratio
Fiscal Year Ended September 30,
Per Capita
General
Fiscal
Estimated
Taxable
Taxable
Obligation
Year
City
Assessed
Assessed
(G.O.)
Ended
Population
Valuation
Valuation
Tax Debt
1992
4,159
$161,673,792
$ 38,873
$214,000
1993
4,209
154,405,717
36,685
181,000
1994
4,264
145,279,618
34,071
148,000
1995
5,065
144,406,825
28,511
114,000
1996
5,100
155,180,766
30,428
535,000 0
(1) Source: City of Kennedale.
(2) lincludes the Certificates.
(3) Partial collections through January 31, 1996.
GENERAL FUND CONSOLIDATED STAZEmErrr SUMMARY
Ratio
Fiscal Year Ended September 30,
G.O.
1995
Per
Tax Debt
1992
Capita
to Taxable
% of
G.O. Tax
Assessed
Current Tax
Debt
Valuation
Collections
$ 51.45
0.13%
97.37%
43.00
0.12%
97.49%
34.71
0.10%
97.04%
22.51
0.08%
97.99%
104.90
0.34%
68.46% t3'
GENERAL FUND CONSOLIDATED STAZEmErrr SUMMARY
For additional information regarding the City, please contact:
Vicki Thompson
Director of Finance
P. O. Box 268
Kennedale, Texas 76060
(817) 478 -0351
Jason Wilcox
W. Boyd London, Jr.
or First Southwest Company
1700 Pacific Avenue, Suite 500
Dallas, Texas 75201
(214) 953 -4000
4
Fiscal Year Ended September 30,
1995
1994
1993
1992
1991
Beginning Balance
$ 440,082
$ 575,409
$ 740,445
$ 656,493
$ 614,012
Total Revenue
1,951,237
1,733,381
1,634,085
1,570,964
1,558,742
Total Expenditures
1,880,836
1,868,708
1,783,784
1,487,012
1,516,261
Net Transfers
(1,706)
-
(15,337)
-
-
Net Funds Available
68,695
(135,327)
(165,036)
83,952
424,841
Ending Balance
$ 508,777
$ 440,082
$ 57579
7740,445
$ 656,493
For additional information regarding the City, please contact:
Vicki Thompson
Director of Finance
P. O. Box 268
Kennedale, Texas 76060
(817) 478 -0351
Jason Wilcox
W. Boyd London, Jr.
or First Southwest Company
1700 Pacific Avenue, Suite 500
Dallas, Texas 75201
(214) 953 -4000
4
mJ
ELEcm OFFIcIALs
CITY OFFICIALS, STAFF AND CONSULTANTS
CONSULTANTS AND ADVISORS
Auditors.................... ...............................
w
Bond Counsel......
Financial Advisor
............................................................ ............................... Guinn & Scott
Fort Worth, Texas
...... ............................... .........................McCall, Parkhurst & Horton L.L.P.
Dallas, Texas
.................... ............................... ..........................First Southwest Company
Dallas, Texas
5
w.
Length of
City Council
Service Tenn Expires Occupation
Bill Abbot
4 Yeats May, 1996 Computer Programmer
Mayor
Mark Wright
11 Years May, 1997 Division Manager
Mayor Pro Tem
Robert Mundy
7 Years May, 1997 Business Management
Councilman
George Barrett
1 Year May, 1997 Teacher
Councilman
Tom Boone
6 Years May, 1996 Professor
Councilman
Ron Kovach
5 Years May, 1996 Manager
Councilman
1W SELEcm ADbtDagmATrvE STAFF
Length of Total
Service to Governmental
Name
Position City Service
Ted Rowe
City Administrator 12 Years 12 Years
w Kathy Turner
City Secretary 11 Years 11 Years
Vicki Thompson
Director of Finance 11 Years I 1 Years
CONSULTANTS AND ADVISORS
Auditors.................... ...............................
w
Bond Counsel......
Financial Advisor
............................................................ ............................... Guinn & Scott
Fort Worth, Texas
...... ............................... .........................McCall, Parkhurst & Horton L.L.P.
Dallas, Texas
.................... ............................... ..........................First Southwest Company
Dallas, Texas
5
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THIS PAGE LEFT BLANK INTENTIONALLY
m
OFFICIAL STATEMENT
RELATING TO
$455,000
CITY OF KENNEDALE, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 19%
INTRODUCTION
This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of
s+ $455,000 City of Kennedale, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1996. Capitalized terms
used in this Official Statement have the same meanings assigned to such terms in the Ordinance to be adopted on the date of
sale of the Certificates which will authorize the issuance of the Certificates, except as otherwise indicated herein.
There follows in this Official Statement descriptions of the Certificates and certain information regarding the City and its
finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to
each such document. Copies of such documents may be obtained from the Cityrs Financial Advisor, First Southwest Company,
Dallas, Texas.
DEscRirnON of TIM CITY ... The City is a political subdivision and municipal corporation of the State, duly organized and
existing under the laws of the State. The City was incorporated in 1947. The City operates under a Council/Mayor form of
government with a City Council comprised of the Mayor and five Councilmembers. The term of office is two years with the
terms of the Mayor and two of the Councilmembers' terms expiring in even - numbered years and the other terms of the three
Councilmembers expiring in odd - numbered years. The City Administrator the chief administrative officer for the City. Some
of the services that the City provides are: public safety (police and fire protection), highways and streets, water and sanitary
sewer utilities, health and social services, culture- recreation, public improvements, planning and zoning, and general
administrative services. The 1990 Census population for the City was 4,096, while the estimated 1996 population is 5,100.
The City covers approximately 4.5 square miles.
THE CERTIFICATES
DEsCR>pnON of THE CERTIFICATES ... The Certificates are dated March 1, 1996, and mature on February 15 in each of the
years and in the amounts shown on the cover page hereof. Interest will be computed on the basis of a 360 -day year of twelve
30-day months, and will be payable on February 15 and August 15, commencing February 15, 1997. The definitive Certificates
will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially
registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book -
Entry-Only System described herein. No physical delivery of the Certificates will be made to the owners thereof. Principal
of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will
make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners
of the Certificates. See "Book- Entry-Only System" herein.
AUTnoRrrY FOR ISSUANCE ...The Certificates are being issued pursuant to the Constitution and general laws of the State of
Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as
amended, and an Ordinance passed by the City Council.
SEcURrrY AND SOURCE of PAYMENT ... All taxable property within the City is subject to a continuing direct annual ad
valorem tax levied by the City sufficient to provide for the payment of principal of and interest on all obligations payable in
whole or in pan from ad valorem taxes, which tax must be levied within limits prescribed by law. Additionally, the
Certificates are payable from and secured by a pledge of the surplus net revenues of the City's Waterworks and Sewer System,
provided such pledge is limited to an amount of $1,000 over the life of the issue, as provided in the Ordinance authorizing the
Certificates.
TAx RATE LmtrrATroN ... The City operates under the general laws of the State of Texas as authorized by Article XI, Section 4
of the Texas Constitution, which limits the maximum tax rate to $1.50 per $100 Assessed Valuation for all City purposes.
Administratively, the Attorney General of the State of Texas will permit allocation of $1.00 of the $1.50 maximum tax rate for
all General Obligation Debt, based on 90% tax collection.
OmoNAL REDEmmoN ... The Certificates are not subject to redemption prior to maturity
BOOK -ENTRY -ONLY SYSTEM ... The Depository Trust Company ("DTC'), New York, New York, will act as securities
depository for the Certificates. The Certificates will be issued as fully- registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully - registered certificate will be issued for each maturity of the Certificates in the
aggregate principal amount of each such maturity and will be deposited with DTC.
DTC is a limited - purpose trust company organized under the New York Banking law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its participants ( "Direct Participants ") deposit with DTC.
DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book -entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants "). The
Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
Purchases of Certificates under the DTC system must be made by or through DTC Participants, which will receive a credit for
such purchases on DTC's records. The ownership interest of each actual purchaser of each Certificate (`Beneficial Owner ") is
in turn to be recorded on the Direct or Indirect Participants' records.. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership interest in the Certificates are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the Certificates, except in the event that use of the book -entry
system described herein is discontinued.
To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are reglbtered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Certificates with DTC and their registration in the name of Cede &
Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Principal and interest payments on the Certificates will be made to DTC. DTC's practice is to credit Direct Participants'
accounts on each payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payment on such payable date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar or
the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving
reasonable notice to the City. Under such circumstances, in the event that a successor securities depository is not obtained,
Certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities
depository). In that event, Certificates will be printed and delivered.
Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood
that while the Certificates are in the Book - Entry-Only System, references in other sections of this Official Statement to
registered owners should be read to include the person for which the Participant acquires an interest in the Certificates, but (i)
all rights of ownership must be exercised through DTC and the Book - Entry-Only System, and (ii) except as described above,
notices that are to be given to registered owners under the Ordinance will be given only to DTC.
Information concerning DTC and the Book - Entry-Only System has been obtained from DTC and is not guaranteed as to
accuracy or completeness by, and is not to be construed as a representation by the City or the Underwriter.
7
VW
PAYING AGENT/REGISTRAR ... The initial Paying Agent/Registrar is Norwest Bank Texas, N.A., Dallas, Texas. In the
Ordinance, the City retains the right to replace the Paying Agent/Registrar, The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Certificates are duly paid and any successor Paying Agent/Registrar shall be a
commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally
authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Certificates. Upon any change in
r , the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each
registered owner of the Certificates by United States mail, first class, postage prepaid, which notice shall also give the address
of the new Paying Agent/Registrar.
TRANSFER, ExcHANGE AND REGNMTION ... In the event the Book - Entry-Only System should be discontinued, the
Certificates may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation
and surrender thereof to the Paying Agent/Registrir and such transfer or exchange shall be without expense or service charge to
the registered owner, except for any tax or other governmental charges required to be paid with respect to such registration,
exchange and transfer. Certificates may be assigned by the execution of an assignment farm on the respective Certificates or by
other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Certificates will be delivered by
the Paying Agent/Registrar, in lieu of the Certificates being transferred or exchanged, at the principal office of the Paying
Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new registered owner or his designee. To the
extent possible, new Certificates issued in an exchange or transfer of Certificates will be delivered to the registered owner or
assignee of the registered owner in not more than three business days after the receipt of the Certificates to be canceled, and the
written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in
form satisfactory to the Paying Agent/Registrar, New Certificates registered and delivered in' an exchange or transfer shall be
in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Certificates surrendered
for exchange or transfer. See `Boole- Entry-Only System" herein for a description of the system to be utilized initially in regard
to ownership and transferability of the Certificates. Neither the City nor the Paying Agent/Registrar shall be required to
transfer or exchange any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the uncalled
balance of a Certificate.
REcoRD DATE FOR INTEREST PAYMENT... The record date ( "Record Date ") for the interest payable on the Certificates on any
interest payment date means the close of business on the last business day of the preceding month.
In the event of a non- payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest ( "Special Payment Date ", which shall be 15 days after the Special Record Date) shall be sent at
least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of
each Holder of a Certificate appearing on the registration books of the Paying Agent/Registrar at the close of business on the
last business day next preceding the date of mailing of such notice.
BONDHOLDERS' REMEDIES ... The Ordinance does not establish specific events of default with respect to the Certificates.
Under State law there is no right to the acceleration of maturity of the Certificates upon the failure of the City to observe any
covenant under the Ordinance. Although a registered owner of Certificates could presumably obtain a judgment against the
City if a default occurred in the payment of principal of or interest on any such Certificates, such judgment could not be
satisfied by execution against any property of the City. Such registered owner's only practical remedy, if a default occurs, is a
mandamus or mandatary injunction proceeding to compel the City to levy, assess and collect an annual ad valorem tax
sufficient to pay principal of and interest on the Certificates as it becomes due. The enforcement of any such remedy may be
difficult and time consuming and a registered owner could be required to enforce such remedy on a periodic basis. The
Ordinance does not provide for the appointment of a trustee to represent the interests of the bondholders upon any failure of the
City to perform in accordance with the terms of the Ordinance, or upon any other condition. Furthermore, the City is eligible to
seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code. Although Chapter 9 provides for the recognition of
a security interest represented by a specifically pledged source of revenues, the pledge of taxes in support of a general
obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an
automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by
creditors or bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of
Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which
could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code
provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion
of Bond Counsel will note that all opinions relative to the enforceability of the Ordinance and the Certificates are qualified
with respect to the customary rights of debtors relative to their creditors.
TAX INFORMATION
AD VAwuEm TAx LAw ... The appraisal of property within the City is the responsibility of the Tarrant County Appraisal
District (the "Appraisal District "). Excluding agricultural and open -space land, which may be taxed on the basis of productive
capacity, the Appraisal District is required under the Property Tax Code to appraise all property within the Appraisal District
on the basis of 100% of its market value and is prohibited from applying any assessment ratios. The value placed upon
property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of three members
appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property
within the Appraisal District at least every three years. The City may require annual review at its own expense, and is entitled
to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review
Board.
Reference is made to the V.T.C.A., Property Tax Code, for identification of property subject to taxation; property exempt or
which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the
procedures and limitations applicable to the levy and collection of ad valorem taxes.
Article VIII of the State Constitution ( "Article VII") and State law provide for certain exemptions from property taxes, the
valuation of agricultural and open -space lands at productivity value, and the exemption of certain personal property from ad
valorem taxation.
Under Section 1 -b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant: (1) An
exemption of not less than $3,000 of the market value-of the residence homestead of persons 65 years of age or older and the
disabled from all ad valorem taxes thereafter levied by the political subdivision; (2) An exemption of up to 20% of the market
value of residence homesteads. The minimum exemption under this provision is $5,000.
In the case of residence homestead exemptions granted under Section 1 -b, Article VIII, ad valorem taxes may continue to be
levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt
if cessation of the levy would impair the obligation of the contract by which the debt was created.
State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving
spouse or children of a deceased veteran who died while on active duty in the armed farces; the exemption applies to either real
or personal property with the amount of assessed valuation exempted ranging from $5,00 to a maximum of $12,000. A
constitutional amendment approved by voters in November 1995 will increase the veterans exemption to amounts ranging from
$5,000 to $12,000 beginning with the 1996 tax year.
Article VIII provides that eligible owners of both agricultural land (Section 1 -d) and open -space land (Section 1 -d -1), including
open -space land devoted to farm or ranch purposes or open -space land devoted to timber production, may elect to have such
property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both
Section 1 -d and 1-d -1.
Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing
body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem
taxation.
Article VIII, Section 1 -j, provides for " Feeport property" to be exempted from ad valorem taxation. Freeport property is
defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or
fabrication. Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to
reversal.
The City and the other taxing bodies within its territory may agree to jointly create tax increment financing zones, under which
the tax values on property in the zone are "frozen" at the value of the property at the time of creation of the zone. The City also
may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees
to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value
attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up
to 10 years.
EFFecltvE TAx RATE AND ROLLBACK TAx RATE ... By each September 1 or as soon thereafter as practicable, the City
Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for
funding of maintenance and operation expenditures, and (2) a rate for debt service.
Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and `rollback tax rate ".
The City Council may not adopt a tax rate that exceeds the lower of the rollback tax rate or 103% of the effective tax rate until
it has held a public hearing on the proposed increase following notice to the taxpayers and otherwise complied with the
Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require
that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate.
0
"Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this years total taxable values
(adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not
included in this year's taxable values.
"Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this years
10 values (adjusted) multiplied by 1.08 plus a rate that will produce this years debt service from this year's values (unadjusted)
divided by the anticipated tax collection rate.
The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize
an additional one -half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the
rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year.
Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the
calculation of the various defined tax rates.
PxoPi;R Y AssmsMENT AND TAX PAYmENT ... Property within the City is generally assessed as of January 1 of each year.
Business inventory may, at the option of the taxpayer, be assessed as of September. Oil and gas reserves are assessed on the
basis of a valuation process which uses an average of the daily price of oil and gas for the prior year. Taxes become due
October 1 of the same year, and become delinquent on February 1 of the following year. Taxpayers 65 years old or older are
permitted by State law to pay taxes on homesteads in four installments with the first due on February 1 of each year and the
final installment due on August 1.
PENALTiEsANDIxrEttm ... Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows:
After July, penalty remains at 12 %, and interest increases at the rate of 1% each month. in addition, if an account is delinquent
in July, a 15% attorney's collection fee is added to the total tax penalty and interest charge. Under certain circumstances, taxes
which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no
additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels,
pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against
an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities,
including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents
governmental units from foreclosing on property and prevents liens for post - petition taxes from attaching to property and
obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many
cases post - petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court.
CrtY APPLICAMN of TAx CODE ... The City grants an exemption to the market value of the residence homestead of persons
65 years of age or older of $50,000; the disabled are also granted an exemption of $50,000.
The City has not granted an additional exemption of 20% of the market value of residence homesteads; minimum exemption of
$5,000.
See Table I for a listing of the amounts of the exemptions described above.
Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt; since
City does not allow homestead exemptions.
The City does not tax nonbusiness personal property.
The City does allow permit split payments, and discounts are not allowed.
The City does not tax freeport property.
The City does collect the additional one -half cent sales tax for reduction of ad valorem taxes.
10
Cumulative
Cumulative
Month
Penalty
Interest
Total
February
6%
1%
7%
March
7
2
9
April
8
3
11
May
9
4
13
June
10
5
15
July
12
6
18
After July, penalty remains at 12 %, and interest increases at the rate of 1% each month. in addition, if an account is delinquent
in July, a 15% attorney's collection fee is added to the total tax penalty and interest charge. Under certain circumstances, taxes
which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no
additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels,
pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against
an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities,
including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents
governmental units from foreclosing on property and prevents liens for post - petition taxes from attaching to property and
obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many
cases post - petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court.
CrtY APPLICAMN of TAx CODE ... The City grants an exemption to the market value of the residence homestead of persons
65 years of age or older of $50,000; the disabled are also granted an exemption of $50,000.
The City has not granted an additional exemption of 20% of the market value of residence homesteads; minimum exemption of
$5,000.
See Table I for a listing of the amounts of the exemptions described above.
Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt; since
City does not allow homestead exemptions.
The City does not tax nonbusiness personal property.
The City does allow permit split payments, and discounts are not allowed.
The City does not tax freeport property.
The City does collect the additional one -half cent sales tax for reduction of ad valorem taxes.
10
TAx ABATEMENT PoLletr ... On November 14, 1991, the City established a tax abatement program to encourage economic
development. In order to be considered for tax abatement, a project must meet several criteria pertaining to job creation and
property value enhancement. The City reviews each abatement request on a case -by -case basis. Projects could be eligible for a
tax abatement of up to 100% for a period of ten years. The value of property subject to abatement is shown in Table 1.
TABLE 1 • VALUATION, ExEei nom AND GENERAL OBLIGATION DEBT
1995/96 Market Valuation Established by Tarrant County Appraisal District
(excluding totally exempt property)
Less Exemptions/Reductions at 100% Market Value:
Residential Homestead Exemptions
$ 7,586,968
Disabled Veterans
58,499
Agricultural Use Reductions
2,362,587
Freeport Exemptions
5,933,136
Tax Abatement Reductions
5,846,170
1995/96 Net Taxable Assessed Valuation
General Obligation Debt Payable from Ad Valorem Taxes (as of March 1, 1996)
General Obligation Debt
$ 105,000
The Certificates
455,000
General Obligation Debt Payable from Ad Valorem Taxes
General Obligation Interest and Sinking Fund as of September 30, 1995
Ratio General Obligation Tax Debt to Taxable Assessed Valuation
1996 Estimated Population - 5,100
Per Capita Taxable Assessed Valuation - $30,428
Per Capita Net General Obligation Debt Payable from Ad Valorem Taxes - $110
$176,968,126
21,787,360
$155,180,766
$ 560,000
$ 12,810
0.36%
11
0
TABLE 2 - TAXABLE ASSESS® VALUATIONS BY CATEGORY
Taxable Appraised Value for F iscal Year Ended September 30,
OF Category
Real, Residential, Single - Family
Real, Residential, Multi - Family
Real, Vacant Lots/TWs
Real, Acreage (Land Only)
Real, Farm and Ranch Improvements
ar Real, Commercial
Real, Industrial
Real and Tangible Personal, Utilities
Tangible Personal, Commercial
Tangible Personal, Industrial
- Tangible Personal, Other
Tangible Personal, Mobile Homes
Real Property, Inventory (1)
Total Appraised Value Before Exemptions
Less: Total Exemptions/Reductions
Net Value
1996
Taxable Appraised
1995
1994
1992
% of
% of
%of
% of
Amount
Total
Amount
Total
Amount
Total
$ 75,259,124
4233%
$ 70,654,524
42.99%
$ 67,714,124
40.51%
11,398,625
6.44%
8,787,006
5.35%
10,422,273
623%
5,294,373
2.99%
5,490,618
3.34%
7,564,214
4.52%
3,427,772
1.94%
3,101,964
1.89%
4,597,244
2.75%
2,129,261
1210%
1,971,061
1.20%
2,169,279
1.30%
16,178,227
9.14%
14,870,165
9.05%
15,580,452
9.32%
6,545,716
3.70%
6,753,615
4.11%
7,075,684
4.23%
14,357,459
8.11%
14,563,682
8.86%
14,393,748
8.61%
10,712,449
6.05%
7,995,705
4.87%
6,985,784
4.18%
30,642,778
17.32%
29,376,932
17.87%
29,367,629
1757%
35,940
0.02%
25,871
0.02%
21,620
0.01%
511,552
029%
439,240
027%
458,346
027%
474,850
0.27%
319,240
0.19%
815,663
0.49%
$176,968,126
100.00%
$164,349,623
100.00%
$167,166,060
100.00%
21,787,360
19,942,798
21,886,442
$ 155,180,766
$144,406,825
$ 145,279,618
40
Taxable Appraised
Value for Fiscal Year Ended September 30,
1993
1992
%of
%of
Category
Amount
Total
Amount
Total
Real, Residential, Single - Family
$ 65,546,646
3894%
S 65,515,168
37.86%
Real, Residential, Multi- Family
11,082,656
6.58%
11,582,847
6.69%
ur Real, Vacant LotsJTracts
8,261,908
4.91%
8,555,138
4.94%
Real, Acreage (Land Only)
5,658,153
3.36%
10,082,399
5.83%
Real, Farm and Ranch Improvements
2,184,166
1.30%
2,684,383
155%
Real, Commercial
15,993,487
9.50%
17,046,899
9.85%
Real, Industrial
7,617,704
4.53%
9,777,802
5.65%
Real and Tangible Personal, Utilities
13,562,976
8.06%
13,179,670
7.62%
�r Tangible Personal, Commercial
7,353,180
4.37%
2,430,673
1.40%
Tangible Personal, Industrial
29,930,167
17.78%
31,097,347
17.97%
Tangible Personal, Other
22,685
0.01%
0
0.00%
Tangible Personal, Mobile Homes
455,293
0.27%
519,729
0.30%
Real Property,Inventory" n
639,253
0.38%
576220
0.33%
Total Appraised Value Before Exemptions
$ 168,308,274
100.00%
T
100.00%
Less: Total ExemptionstReductions
13,902.557
11,374,483
Taxable Assessed Value
$154,405,717
$161,673,792
(1) Real inventory properties in the hands of developers or builders; each group of properties in this category is appraised on
the basis of its value as a sale to another developer or builder. This category initiated in 1988.
NOTE: Valuations shown are certified taxable assessed values reported by the Tarrant County Appraisal District to the State
Controller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and
the Appraisal District updates records.
12
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TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY
Fiscal Estimated
Year
Taxable
Taxable
Taxable
Assessed
Assessed
Valuation (2)
Per Capita
$161,673,792
$ 38,873
154,405,717
36,685
145,279,618
34,071
144,406,825
28,511
155,180,766
30,428
Year
Ratio of
Ended
G.O.
G.O.
4,159
Tax Debt
Tax Debt
Per
Outstanding
to Taxable
Capita
At End
Assessed
G.O. Tax
of Year
Valuation
Debt
7 214,000
0.13%
$ 51.45
181,000
0.12%
43.00
148,000
0.10%
34.71
114,000
0.08°
22.51
535,000 t3>
0.34%
104.90
Year
City
Ended
Population
1992
4,159
1993
4,209
1994
4,264
1995
5,065
1996
5,100
(1) Source: City of Kennedale.
(2) As reported by the Tarrant County Appraisal District on City's annual State Property Tax Board Reports; subject to change
during the ensuing year.
(3) Includes the Certificates.
TABLE 4 - TAX RATE, LEVY AND COLLEcnoN HbToRY
Fiscal
1995/96
% of Total
Interest
Taxable
Taxable
Year
Assessed
Nature of Property
and
Valuation
Printing press manufacturing
$ 17,014,158
Ended
Tax
General
Sinking
Electric utility
% Current
% Total
9/30
Rate
Fund
Fund
Tax Levy
Collections
Collections
1992
$ 0.439900
$ 0.38850
$ 0.051400
$ 708,853
97.37%
104.89%
1993
0.462560
0.40891
0.053650
711,052
97.49%
100.17%
1994
0.508680
0.44672
0.061960
732,509
97.04%
99.72%
1995
0.562514
0.50027
0.062245
808,366
97.99%
101.24%
1996
0.582525
0.52586
0.056669
899,104
68.46% RJ
N/A (2)
(1) Per audited financial statements.
(2) Collections for part year only, through January 31, 1996.
TABLE5 - TENLARGEsTTAxPAYERs
Name of Taxnaver
Hams Corporation
Southwestern Bell Telephone
Texas Utilities Company
Chase Elastomer Corporation
Speed Fab Crete Corp., Infl
FWT, Inc.
Tealwood Apartments Co., Ltd.
Colonial Pacific
Kimbell, Inc.
E.A. Holder, Inc.
GENERAL OBMGATtoN DEBT LmurATioN ... No general obligation debt limitation is imposed on the City under current State
law (see "Tax Rate Limitation ").
13
1995/96
% of Total
Taxable
Taxable
Assessed
Assessed
Nature of Property
Valuation
Valuation
Printing press manufacturing
$ 17,014,158
10.96 %
Telephone utility
8,664,573
5.58
Electric utility
4,479,004
2.89
Rubber compounds
2,338,807
1.51
Manufacturing/building
1,798,371
1.16
Radio /telephone tower manufacturing
1,374,007
0.89
Real estate - apartments
1,546,575
1.00
Real estate - mini warehouses
943,755
0.61
Real estate - retail
841,731
0.54
Trucking
699,056
0.45
$ 39 700,037
25.58 %
GENERAL OBMGATtoN DEBT LmurATioN ... No general obligation debt limitation is imposed on the City under current State
law (see "Tax Rate Limitation ").
13
Im
TABLE 6 - TAx ADEQ
1996 Principal and Interest Requirement s ......................................................... ............................... ........................ $40,086
$0.02720 Tax Rate at 95% Collection Produces ............................................... ............................... ........................ $40,098
r „ Average Annual Principal and Interest Requirements, 1997 -2 006 ............................................. ............................... $70,158
$0.04760 Tax Rate at 95% Collection Produces ....................................................................... ............................... $70,173
TABLE 7 - Esrmt&TBD OVERLAPPING DEBT
Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such
, a+ entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their
expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt ") was developed from
information contained in 'Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the
amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no
person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have
issued additional bonds since the date hereof, and such entities may have programs requiring the issuance of substantial
amounts of additional bonds, the amount of which canna be determined. The following table reflects the estimated share of
overlapping Tax Debt of the City.
14
W
District's
Overlapping
1995/96
Total
Tax
Authorized
Taxable
1995196
Tax
Estimated
Supported
But Unissued
ar
Assessed
Tax
Supported
%
Debt
Debt As Of
Taxing Jurisdiction
Value
Rate
Debt
Applicable
As of 3/1/96
311/96
City of Kennedale
$ 155,180,766
$ 0.582525
$ 535,000 (r)
100.00%
$ 535.000
S 0
Kennedale independent School District
321,111,712
1.533000
5,461,000
44.67%
2,439,429
5,235,000
Fort Worth Independent School District
11,943,413,104
1.455000
100,570,118
1.30%
1,307,412
64,313,000
Tarrant County
44,553,425,318
0.218000
155,900,000
0.35%
545,650
500,000
Tarrant County Hospital District
44,559,378,718
0.239840
46244,987
0.35%
161,857
-0-
�" Tarrant County Junior College District
44,771,877,576
0.055460
74,270,000
035%
259.945
30,000.000
ToW Direct and Overlapping Tax Supported
Debt
$ 5,249,293
Ratio of Direct and Overlapping Tax Supported Debt to Taxable Assessed valuation
3.38%
Per Capita Overlapping Tax Supported Debt
$ 1,029
wr
(1) Includes the Certificates.
14
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DEBT INFORMATION
TABLE 8 - PRo -FORMA GENEIta OBLIGATION DEBT SERvIcE REQumEmEens
Fiscal
Total
Year
Debt
% of
Ending
Outstanding Debt"'
This $455,000 Issue (2)
Service
Principal
9/30
Principal
Interest
Total
Principal
Interest
Total
Requirements
Retired
1996
$ 34,000
$ 6,086
$ 40,086
$ 40,086
1997
10,000
4,000
14,000
$ 25,000
$ 37,533 $
62,533
76,533
1998
10,000
3,725
13,725
40,000
23,055
63,055
76,780
1999
10,000
3,175
13,175
40,000
20,065
60,065
73,240
2000
10,000
2,625
12,625
45,000
17,113
62,113
74,738
39.37%
2001
10,000
2,075
12,075
45,000
14,570
59,570
71,645
2002
15,000
1,575
16,575
45,000
12,388
57,388
73,963
2003
15,000
825
15,825
50,000
10,023
60,023
75,848
2004
50,000
7,473
57,473
57,473
2005
55,000
4,728
59,728
59,728
89.46%
2006
60,000
1,635
61,635
61,635
100.00%
7_54,555
7 - 24,586
1387586
5 455,000
$148,580 $ 603,580
$ 741,666
(1) "Outstanding Debt" does not include lease/purchase obligations.
(2) Average life of the issue - 5.989 years.
TABLE 9 - INTEREST AND SINKING FUND BUDGET PROJECTION
Tax Supported Debt Service Requirements, Fiscal Year Ending 9 -30-96 $ 40,086
Interest and Sinking Fund, 9 -30-96 $ 12,810
Interest and Sinking Fund Tax Levy @ 95% Collection 83.542 $ 96,352
Estimated Balance, 9 -30 -96 $ 56,266
Aunoit ED BuT UNissum GENERAL OBLIGATION BONDS ... The City does not have any authorized but unissued General
Obligation Bonds.
ANTIcBATm IssuANcE of GENERAL OBLIGATION DEBT ... The City does not anticipate the issuance of additional general
obligation debt within the next twelve months.
OTHER OBLIGATIONS ... The City currently maintains a lease agreement for radio equipment. The annual payments are
$45,986.82 and the lease will expire in May, 2003.
PENSION FUND ... The City provides pension benefits for all of its full -time employees through the Texas Municipal
Retirement System (` I MRS'), a State -wide administered pension plan. The City makes annual contributions to the plan equal
to the amounts accrued for pension expense. (For more detailed information concerning the retirement plan, see Appendix B,
"Excerpts from the City's Annual Financial Report" - Note #7.)
15
W-7
FINANCIAL INFORMATION
TABLE 10 - GENERAL FUND REVENUES AND EXPENDrrURE HLSfoRY
TABLE 11 - MUMc1PAL SALES TAx HLSTORY
The City has adopted the Municipal Sales and Use Tax Act, VATCS, Tax Code, Chapter 321, which grants the City the power
to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not
pledged to the payment of the Certificates. Collections and enforcements are effected through the offices of the Comptroller of
Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly.
The voters of the City approved the imposition of an additional sales and use tax of one -half of one percent ('h% of 1 %) for
property tax reduction.
Fiscal
Year % of Equivalent of
Ended Total Ad Valorem Ad Valorem Per
9 -30 Collected' Tax Levy Tax Rate Capita
1992 $ 284,840 40.18% 0.1762% 68.49
1993 367,584 51.70% 0.2381% 87.33
1994 365,802 49.94% 0.2518% 85.79
1995 439,758 54.40% 0.3045% 86.82
�r
(1) Includes the sales tax for reduction of property taxes.
16
No
Fiscal Year Ended September 30,
Budget
Revenues
1996
1995
1994
1993
1992
1991
Taxes
$1,488,236
$1,434,542
$1,255,955
$1,205,422
$1,134,577
$1,084,306
licenses and Permits
82,592
53,584
47,869
36,829
27,434
21,752
Intergovernmental
123,948
119,845
113,614
112,364
94,065
Charges for Services
244,391
128,768
84,316
75,652
104,618
122,973
Fine and Forfeitures
110,000
128,344
122,320
113,353
105,591
126,945
Interest
42,257
19,776
25,286
33,637
50,358
Miscellaneous
191,759
39,794
83,300
63,929
52,743
58,343
Total Revenues
$ 2,116,978
$1,951,237
$ 1,733,381
$ 1,634,085
$ 1570,964
$ 1,558,742
a
Expenditures:
General Government
$ 455,552
$ 425,698
S 417,093
$ 423,477
$ 278,449
$ 299,848
Police
728,642
716,397
704,178
657,738
661,465
749,346
Fire
358,389
324,759
331,797
399,581
219,873
209,876
Public Works
412,827
361,827
376,476
263,810
290,107
189,481
Culture and Recreation
60,578
52,155
39,164
39,178
37,118
68,074
Total Expenditures
$ 2,015,988
$ 1,880,836
$ 1,868,708
$1,783,784
$1,487.012
�
$1,516.261
dy
Automotive Sub Fund
$
$ -
$ -
$ -
$
$ 20,000
Operating Transfer - Net
(1,706)
(15,337)
(20,000)
Total Other Sources (Uses)
$
$ (1,706)
$
$ (15,337)
$
$ -
Excess (Deficiency) of
Revenues Over
Expenditures and
Other Sources (Uses)
$ 100,990
$ 68,695
$ (135,327)
$ (165,036)
$ 83,952
$ 42,481
Beginning Fund Balance
440,082
575.409
740,445
656,493
614,012
Ending Fund Balance
$ 580.976
m $ 508,777
$ 440,082
$ 575,409
$ 740,445
$ 656,493
ar
(1) As adopted [and amended].
TABLE 11 - MUMc1PAL SALES TAx HLSTORY
The City has adopted the Municipal Sales and Use Tax Act, VATCS, Tax Code, Chapter 321, which grants the City the power
to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not
pledged to the payment of the Certificates. Collections and enforcements are effected through the offices of the Comptroller of
Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly.
The voters of the City approved the imposition of an additional sales and use tax of one -half of one percent ('h% of 1 %) for
property tax reduction.
Fiscal
Year % of Equivalent of
Ended Total Ad Valorem Ad Valorem Per
9 -30 Collected' Tax Levy Tax Rate Capita
1992 $ 284,840 40.18% 0.1762% 68.49
1993 367,584 51.70% 0.2381% 87.33
1994 365,802 49.94% 0.2518% 85.79
1995 439,758 54.40% 0.3045% 86.82
�r
(1) Includes the sales tax for reduction of property taxes.
16
No
The sales tax breakdown for the City is as follows:
Property Tax Relief 1/2¢
City Sales & Use Tax 1¢
State Sales & Use Tax 6-1/4¢
Total 7 -3/4¢
Fr4ANctAL PoLictEs
Basis of Accounting ...The modified accrual basis of accounting is followed by the governmental funds. These revenues are
recognized when susceptible to accrual, i.e., both treasurable and available. Available means collectible within the current
period or soon enough thereafter to be used to pay liabilities of current period. Expenditures, other than interest on long -term
debt are recorded when the liability is incurred, if measurable. Interest on long -term debt is recorded when due.
In applying the susceptible to accrual concept to intergovernmental revenues, the legal and contractual requirements of the
individual programs are used as guidance.
Property and sales tax revenues are recorded under the susceptible to accrual concept. Franchise taxes, licenses and permits,
fines and miscellaneous revenues (except earnings on investments) are recorded as revenues when received in cash because
they are generally not treasurable until actually received. Investment earnings are recorded as earned since they are
measurable and available.
The accrual basis of accounting is utilized by the proprietary fund type.
For purposes of the statement of cash flows, the Water and Sewer Fund considers all highly liquid investments (including
restricted assets) with a maturity of three months or less when purchased to be cash equivalents.
Budgetary Procedures ...The City Council follows these procedures in establishing the budgetary data reflected in the
combined financial statements: (1) Prior to the beginning of the fiscal year, the City Administrator submits to the City Council
a proposed budget. The budget includes proposed expenditures and the means of financing them. (2) Public hearings are
conducted to obtain taxpayer comments. (3) Prior to September 30, the budget is legally enacted through passage of an
ordinance. The annual appropriations lapse at year end. (4) Revisions that alter the total expenditures of any fund must be
approved by the City Council. (5) Budgets for the General and Debt Service Funds are adopted on a basis consistent with
generally accepted accounting principles. Budgeted amounts presented in the general purpose financial statements are as
originally adopted and amended by the City Council.
INVESIMENTS
The City of Kennedale invests its investable funds in investments authorized by Texas law in accordance with investment
policies approved by the City Council of the City of Kennedale. Both state law and the City's investment policies are subject to
change.
LEGAL INVEs7MEms ... Under Texas law, the City is authorized to invest in (1) obligations of the United States or its
agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities, (3)
collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying
security for which is guaranteed by an agency or instrumentality of the United States, (4) other obligations, the principal of and
interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or
the United States or their respective agencies and instrumentalities, (5) obligations of states, agencies, counties, cities, and
other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less
than A or its equivalent, (6) certificates of deposit that are guaranteed or insured by the Federal Deposit Insurance Corporation
or are secured as to principal by obligations described in the preceding clauses or in any other manner and amount provided by
law for City deposits, (7) certificates of deposit and share certificates issued by a state or federal credit union domiciled in the
State of Texas that are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share
Insurance Fund, our are secured as to principal by obligations described in the clauses (1) through (5) or in any other manner and
amount provided by law for City deposits, (S) fully collateralized repurchase agreements that have a defined termination date,
are fully secured by obligations described in clause (1), and are placed through a primary government securities dealer or a
financial institution doing business in the State of Texas, (9) bankers' acceptances with the remaining term of 270 days or less,
if the short -term obligations of the accepting bank or its parent are rated at least A -1 or P -1 or the equivalent by at least one
nationally recognized credit rating agency, (10) commercial paper that is rated at least A -1 or P -1 or the equivalent by either (a)
two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully
secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds regulated by
the Securities and Exchange Commission that have a dollar weighted average portfolio maturity of 90 days or less and include
in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no-load mutual funds
17
registered with the Securities and Exchange Commission that: have an average weighted maturity of less than two years;
invests exclusively in obligations described in the preceding clauses; and are continuously rated as to investment quality by at
least one nationally recognized investment rating firm of not less than AAA or its equivalent.
The City may invest in such obligations directly or through government investment pools that invest solely in such obligations
provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating
service. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments
on the outstanding principal balance of the underlying mortgage- backed security collateral and pays no principal; (2)
obligations whose payment represents the principal stream of cash flow from the underlying mortgage- backed security and
bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years, and (4)
collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a
market index.
ItavESIMENT Pottcl>+s ... Under Texas law, the City is required to invest is funds under written investment policies that
primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality
and capability of investment management; and that includes a list of authorized investments for City funds, maximum
allowable stated maturity of any individual investment and the maximum average dollar - weighted maturity allowed for pooled
fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically
addresses each funds' investment_ Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of
investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the
portfolio and (6) yield.
Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of
prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but
for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the
investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all
investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market
value and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the
beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or
pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it
relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express
written authority from the City Council.
ADDrMNAL PR0VWDNS ... Under Texas law the City is additionally required to: (1) annually review is adopted policies and
strategies, (2) require any investment officers' with personal business relationships or relatives with funs seeking to sell securities to
the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (3) require the
registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy , (b)
acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c)
deliver a written statement attesting to these requirements; (4) perform an annual audit of the management controls on investments and
adherence to the City's investment policy. (5) provide specific investment training for the Treasurer, Chief Financial Offices and
investment officers; (6) restrict reverse repurchase agreements to no more than 90 days and restrict the investment of reverse repur
agreement funds to no greater than the term of the reverse repurchase agreement; (7) restrict the investment in mutual funds in the
aggregate to no more than 80% of the City's monthly average fund balance, excluding bond proceeds and reserves and other funds held
for debt service and further restrict the investment in non-money market mutual funds of any portion of bond proceeds, reserves and
funds held for debt service and to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and
reserves and other funds held for debt service; (8) require local government investment pools to conform to the new disclosure, rating,
net asset value, yield calculation, and advisory board requirements.
It is the policy of the City to invest public funds in a manner which will provide highest investment return without safety or
liquidity risk while meeting the daily cash flow demands of the City and conforming to all provisions of the Public Funds
Investment Act (HB 2459).
Management responsibility for the investment program is hereby delegated to the Director of Finance under the direct
supervision of the City Administrator. The Director of Finance shall serve as the City's Investment Officer. The Director of
Finance shall establish written procedures for the operations of the investment program consistent with this investment policy.
Procedures should include reference to: safekeeping, repurchase agreements, wire transfer agreements, banking service
contracts and collateral /depository agreements. Such procedures shall include explicitly delegation of authority to person
responsible for investment transactions. No person may engage in an investment transaction except as provided in the terms of
this policy and the procedures established by the Director of Finance, under the supervision of the City Administrator. The
Director of Finance, under the supervision of the City Administrator shall be responsible for transactions undertaken and shall
establish a system of controls to regulate the activities of subordinate officials.
18
The City will diversity its investments by security type and institution. No more than 5070 of the City's total investment
portfolio will be invested in a single security type with the exception of investment pool securities. No more than 50% of the
City's total investment-portfolio will be invested in any one specific investment pool.
The Director of Finance shall establish an annual process of independent review by an external auditor. This review will
provide internal control by assuring compliance with policies and procedures.
The Director of Finance is charged with the responsibility of including a market report on investment activity and returns to
Council not less than quarterly.
19
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TABLE 12 - CuRRENT INvEsraEl+rrs
As of December 31, 1995, the City's investable funds were invested in the following categories:
a r,n air L{, •Lr.]L,uMLLL
Basic Charge'
3/4" & 1"
Fiscal
1 -1/2"
% of
Purchase
Market
dw Description
Portfolio
Price
Value
Lone Star Money Market
39.1%
$ 368,174
$ 370,932
Lone Star Government Securities
17.6%
165,298
166,595
Tex Pool
0.1%
598
601
Alliance Mutual Fund - Central Bank Cash Series
14.7%
138,790
448,813
Federal Government Treasuries
28.5%
268,449
270,960
a ,
100.0%
$941,309
$1,257,901
As of such date, 100% of the City's investment portfolio will mature within 3.5 months. The market value of the investment
portfolio was approximately 133% of its purchase price.
THE SYSTEM
WATERWORKS SYsrEnt AND SEWER SvsTm DEscRirnoN
The City provides water and sewer service primarily for the City and -has a small number of customers outside the City limits.
The City purchases wastewater treatment from the City of Fort Worth. The City has one overhead storage tank and two ground
storage tanks for a total storage capacity of 1.53 million gallons. The City has five water well sites, which provides the source
of water.
TABLE 13 - MONTHLY WATER RATES (EFFECTIVE SEPTEMBER 14, 1995)
Homeowners 65 and Older
Inside City Limits Outside City Limits and/or Disabled Persons
First 2,000 gallons $7.00 ( Minumm) $22.06 (Minimum) $4.30 (Minimum)
Over 2,000 gallons $2.59 Per 1,000 gallons $3.00 Per 1,000 gallons $2.25 Per 1,000 gallons
TABLE 14 - HISTORICAL WATER CONSUMPTION (GALLONS)
Basic Charge'
3/4" & 1"
Fiscal
1 -1/2"
7.15
2"
Year
3"
11.70
4"
Ended
Daily
Total
Water
9 -30
Average
Usage
Revenue
1991
505,795
184,615,000
$ 457,649
W 1992
505,829
184,127,600
475,768
1993
592,725
216,344,512
556,075
1994
538,810
196,665,500
507,493
1995
582,451
212,544,700
546,755
TABLE 14 - M ONTHLY SEWER RATES (EFFECTIVE SEPTEMBER 14, 1995) (1)
tir
Inside City Limits
T(esidennal Homeowners over 65 and/or Disabled
Basic Charge: $6.00 plus $1.00 per 1,000 gallons Basic Charge: $3.00 plus $0.92 per 1,000 gallons
Commercial
Meter Size
Basic Charge'
3/4" & 1"
$6.00
1 -1/2"
7.15
2"
8.50
3"
11.70
4"
16.40
(1) Outside City rates - double City rate.
(2) Plus $1.00 per 1,000 gallons.
20
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TABLE 16 - WASTEWATER USAGE (GALLONS)
Fiscal
Year
Ended
Total
9 -30
Revenue
1991
$ 226,490
1992
226,229
1993
233,941
1994
240,123
1995
254,246
TABLE 17 - WATERWORKS AND SEWER SYSTEM CONDENSED STATEMENT OF OPERATIONS
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Fiscal Year Ended September 30,
1995
1994
1993
1992
1991
Operating Revenue
$ 963,731
$ 884,418
$ 926,061
$ 830,761
$ 816,450
Operating Expense
$ 832,106
$ 755,744
$ 738,217
$ 767,726
$ 641,944
Net Available for Debt Service
$131,625
$128,674
$187,844
$ 63,035
$174,506
Water Customers
1,701
1,640
1,592
1,561
1,536
Sewer Customers
1,529
1,466
1,422
1,374
1,350
21
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TAX MATTERS
OPUMN ... On the date of initial delivery of the Certificates, McCall, Parkhurst & Horton LL.P., Dallas, Texas, Bond
Counsel, will render their opinion that, in accordance with statutes, regulations, published rulings and court decisions existing
on the date thereof, (1) interest on the Certificates will be excludable from the "gross income" of the holders thereof and (2) the
Certificates will not be treated as "private activity bonds" the interest on which would be included as an alternative minimum
tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code "). Except as stated above, Bond
Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or
disposition of the Certificates. See Appendix C - Form of Bond Counsel's Opinion.
In rendering their opinion, Bond Counsel will rely upon (a) the City's no-arbitrage certificate, and (b) covenants of the City with
respect to arbitrage, the application of the proceeds to be received from the issuance and sale of the Certificates and certain
other [natters. Failure of the City to comply with these representations or covenants could cause the interest on the Certificates
to become includable in gross income retroactively to the date of issuance of the Certificates.
The law upon which Bond Counsel have based their opinion is subject to change by the Congress and to subsequent judicial
and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such law or
the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase,
ownership or disposition of the Certificates.
FEDERAL INCOME TAX ACCOUNt7NC TaEATMEnTOF ORR;iNAL ISSUE DwouNT... The initial public offering price to be paid
for one or more maturities of the Certificates (the "Original Issue Discount Certificates ") may be less than the principal amount
thereof. In such event, the difference between (i) the amount payable at the maturity of each Original Issue Discount
Certificate, and (ii) the initial offering price to the public of such Original Issue Discount Certificate would constitute original
issue discount with respect to such Original Issue Discount Certificate in the hands of any owner who has purchased such
Original Issue Discount Certificate in the initial public offering of the Certificates. Under existing law, such initial owner is
entitled to exclude fron gross income (as defined in Section 61 of the Code) an amount of income with respect to such Original
Issue Discount Certificate equal to that potion of the amount of such original issue discount allocable to the period that such
Original Issue Discount Certificate continues to be owned by such owner. For a discussion of certain collateral federal tax
consequences, see discussion set forth below.
In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Certificate prior to stated
maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Certificate in the
hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such
Original Issue Discount Certificate was held by such initial owner) is includable in gross income.
Under existing law, the original issue discount on each Original Issue Discount Certificate is accrued daily to the stated
maturity thereof (in amounts calculated as described below for each six -month period ending on the date before the semiannual
anniversary dates of the date of the Certificates and ratably within each such six -month period) and the accrued amount is
added to an initial owner's basis for such Original Issue Discount Certificate for purposes of determining the amount of gain or
loss recognized by such owner upon the redemption, We or other disposition thereof. The amount to be added to basis for each
accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods
multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and
properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual
period on such Certificate.
The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue
Discount Certificates which are not purchased in the initial offering at the initial offering price may be determined according to
rules which differ from those described above. All owners of Original Issue Discount Certificates should consult their own tax
advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued
upon redemption, sale or other disposition of such Original Issue Discount Certificates and with respect to the federal, state,
local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue
Discount Certificates.
COLLATERAL FEDERAL INCOME TAx CONSEQUENCES ... The following discussion is a summary of certain collateral federal
income tax consequences resulting from the purchase, ownership or disposition of the Certificates. This discussion is based on
existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification,
retroactively.
The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as
financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social
Security or Railroad Retirement benefits, individuals allowed earned income credit, certain S corporations with Subchapter C
earnings and profits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax- exempt
obligations.
22
INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD
CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT
FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX - EXEMPT OBLIGATIONS BEFORE DETERMINING
WHETHER TO PURCHASE THE CERTIFICATES.
Interest on the Certificates will be includable as an adjustment for "adjusted earnings and profits" to calculate the alternative
minimum tax imposed on corporations by section 55 of the Code. Section 55 of the Code imposes a tax equal to 20 percent for
corporations, or 26 percent for non corporate taxpayers (28 percent for taxable excess exceeding $175,000), of the taxpayers
"alternative minimum taxable income," if the amount of such alternative minimum tax is greater than the taxpayer's regular
income tax for the taxable year.
Interest on the Certificates is includable in the "alternative minimum taxable income" of a corporation (other than a regulated
investment company or a real estate investment trust) for purposes of determining the environmental tax imposed by section
59A of the Code. Section 59A of the Code imposes on a corporation an environmental tax, in addition to any other income tax
imposed by the Code, equal to 0.12 percent of the excess of the modified alternative minimum taxable income of such
corporation for the taxable year over $2,000,000.
Interest on the Certificates may be subject to the "branch profits tax" imposed by section 884 of the Code on the effectively -
connected earnings and profits of a foreign corporation doing business in the United States.
Under section 6012 of the Code, holders of tax - exempt obligations, such as the Certificates, may be required to disclose
interest received or accrued during each taxable year on their returns of federal income taxation.
Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax- exempt
obligation, such as the Certificates, if such obligation was acquired at a "market Discount" and if the fixed maturity of such
obligation is equal to or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the
extent such gain does not exceed the accrued market discount of such bonds. A "market discount bond" is one which is
acquired by the holder at a purchase price which is less than the stated redemption price or, in the case of a bond issued at an
original issue discount, the "revised issue price" (i.e., a market discount). The "accrued market discount" is the amount which
bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the
number of days between the acquisition date and the final maturity date.
STAiF, LocAL AND FOREIGN TAXES ... Investors should consult their own tax advisors concerning the tax implications of the
purchase, ownership or disposition of the Certificates under applicable state or local laws. Foreign investors should also
consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons.
QoAL om Tax- ExEmPTOBLtcenoNS FOR FmANctAL INmn noxs ... Section 265(a) of the Code provides, in pertinent part,
that interest paid or incurred by a taxpayer, including a "financial institution," on indebtedness incurred or continued to
purchase or carry tax- exempt obligations is not deductible by such taxpayer in determining taxable income. Section 265(b) of
the Code provides an exception to the disallowance of such deduction for any interest expense paid or incurred on indebtedness
of a taxpayer which is a "financial institution" allocable to tax- exempt obligations, other than "private activity bonds," which
are designated by an issuer as "qualified tax- exempt obligations." Section 265(b)(5) of the Code defines the term "financial
institution" as referring to any corporation described in section 585(a)(2) of the Code, or any person accepting deposits from the
public in the ordinary course of such person's trade or business which is subject to federal or state supervision as a financial
institution.
The City expects to designate the Certificates as "qualified tax - exempt obligations" within the meaning of section 265(b) of the
Code. In furtherance of that designation, the City will covenant to take such action which would assure or to refrain from such
action which would adversely affect the treatment of the Certificates as "qualified tax- exempt obligations."
23
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OTHER INFORMATION
RATINGS
The presently outstanding tax supported debt of the City is rated ' Baa 1" by Moods. An explanation of the significance of
w such ratings may be obtained from the company furnishing the rating. The rating reflects only the respective view of such
organization and the City makes no representation as to the appropriateness of the rating. There is no assurance that such
rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating
company, if in the judgment of such company, circumstances so warrant. Any such downward revision or withdrawal of such
ratings, may have an adverse effect on the market price of the Certificates.
LITIGATION
It is the opinion of the City Attorney and City Staff that there is no pending litigation against the City that would have a
material adverse financial impact upon the City or its operations.
REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE
The sale of the Certificates has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the
exemption provided thereunder by Section 3(a)(2); and the Certificates have not been qualified under the Securities Act of
Texas in reliance upon various exemptions contained therein; nor have the Certificates been qualified under the securities acts
of any jurisdiction. The City assumes no responsibility for qualification of the Certificates under the securities laws of any
jurisdiction in which the Certificates may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of
responsibility for qualification for sale or other disposition of the Certificates shall not be construed as an interpretation of any
kind with regard to the availability of any exemption from securities registration provisions.
LEGAL INVESTMENTS AND ELIGinri=TO SECURE PUBLIC FUNDS IN TExAs
Section 9 of the Bond Procedures Act provides that the Certificates "shall constitute negotiable instruments, and are investment
securities governed by Chapter 8, Texas Uniform Commercial Code, notwithstanding any provisions of law or court decision to
the contrary, and are legal and authorized investments for banks, savings banks, trust companies, building and loan
associations, savings and loan associations, insurance companies, fiduciaries, and trustees, and for the sinking fund of cities,
towns, villages, school districts, and other political subdivisions or public agencies of the State of Texas ". The Certificates are
eligible to secure deposits of any public funds of the state, its agencies and political subdivisions, and are legal security for
those deposits to the extent of their market value. For political subdivisions in Texas which have adopted investment policies
and guidelines in accordance with the Public Funds Investment Act (V.T.C.A, Government Code, Chapter 2256), the
Certificates may have to be assigned a rating of "A" or its equivalent as to investment quality by a national rating agency before
such obligations are eligible investments for sinking funds and other public funds. No review by the City has been made of the
laws in other states to determine whether the Certificates are legal investments for various institutions in those states.
LEGAL OPINIONS AND NO- LITIGATION CERTIFICATE
The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Certificates,
including the unqualified approving legal opinion of the Attorney General of Texas approving the Initial Certificate and to the
effect that the Certificates are valid and legally binding obligations of the City, and based upon examination of such transcript
of proceedings, the approving legal opinion of Bond Counsel, to like effect and to the effect that the interest on the Certificates
will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters
described under "Tax Matters" herein, including the alternative minimum tax on corporations. The customary closing papers,
including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and
delivery of the Certificates, or which would affect the provision made for their payment or security, or in any manner
questioning the validity of said Certificates will also be furnished. Bond Counsel was not requested to participate, and did not
take part, in the preparation of the Official Statement, and such farm has not assumed any responsibility with respect thereto or
undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such
firm has reviewed the information describing the Certificates in the Official Statement to verify that such description conforms
to the provisions of the Ordinance. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance
of the Certificates is contingent on the sale and delivery of the Certificates. The legal opinion will accompany the Certificates
deposited with DTC or will be printed on the Certificates in the event of the discontinuan cc of the Book - Entry-Only System.
24
AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION
The financial data and other information contained herein have been obtained from City records, audited financial statements
and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained
herein will be realized. All of the summaries of the statutes, documents and resolutions contained in this Official Statement are
trade subject to all of the provisions of such statutes, documents and resolutions. These summaries do not purport to be
complete statements of such provisions and reference is trade to such documents for further information. Reference is trade to
original documents in all respects.
CONTINUING DISCLosuRE EXEMPrroN
The offering of the Certificates is exempt from the continuing disclosure requirements of SEC Rule 15c2- 12(b)(5), because the
offering is less than $1,000,000 in aggregate principal amount. Accordingly, the City does not contract to provide continuing
information to investors after it issues the Certificates.
FINANCIAL ADVISOR
First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Certificates. The
Financial Advisors fee for services rendered with respect to the sale of the Certificates is contingent upon the issuance and
delivery of the Certificates. First Southwest Company may submit a bid for the Certificates, either independently or as a
member of a syndicate organized to submit a bid for the Certificates. First Southwest Company, in its capacity as Financial
Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the
information, covenants and representations contained in any of the legal documents with respect to the federal income tax
status of the Certificates, or the possible impact of any present, pending or future actions taken by any legislative or judicial
bodies. In the normal course of business the Financial Advisor may from time to time sett investment securities to the City for
the investment of bond proceeds or other funds of the Citv upon the renuect of the City
CERTIFICATION OF THE OFFICIAL STATEMENT
At the time of payment for and delivery of the Certificates, the City will furnish a certificate, executed by proper officers, acting
in their official capacity, to the effect that to the best of their knowledge and belief: (a) the descriptions and statements of or
pertaining to the City contained in its Official Statement, and any addenda, supplement or amendment thereto, on the date of
such Official Statement, on the date of sale of said Certificates and the acceptance of the best bid therefor, and on the date of
the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial
affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or
pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such
statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to
believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial
condition of the City since the date of the last audited financial statements of the City.
The Ordinance authorizing the issuance of the Certificates will also approve the form and content of this Official Statement,
and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Certificates by the
Purchaser.
BILL ABBOT
Mayor
City of Kennedale, Texas
ATTEST:
KATHY TURNER
City Secretary
25
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APPENDIX A
GENERAL INFORMATION REGARDING THE CITY
THIS PAGE LEFT BLANK INTENTIONALLY
TIE CtTV ... The City of Kennedale is situated at the apex of the southeast border of Fort Worth and the southwest border of
Arlington in southern Tarrant County. The City's location is the hub of Interstate Highway 20, Loop 820, and U.S. Highway
287 which combine to provide the most vigorous transportation access in the Metroplex. Tens of thousands of motorists travel
through this transportation hub daily. Business Highway 287 (Mansfield Highway) bisects the City of Kennedale from north to
south providing easy accessibility to and from all areas of the City.
Twenty -five miles from Dallas/Fort Worth International Airport, ten miles from the downtown areas of the cities of Fat Worth
and Arlington, thirty miles from downtown Dallas, and within fifteen miles of five major recreational lakes, the City of
Kennedale combines the benefits of being part of one of the largest metropolitan areas in the nation with all of the advantages
of a small community atmosphere.
„ The City of Kennedale has a population of approximately 5,100 with about 500 of its land area developed. Much of the
remaining land has been identified and zoned for commercial and industrial use.
City leaders have directed their attention to planning for the future by placing priorities in the areas of economic development,
emergency services, land use, water and sewer service, and recreation/open space.
Quality hone construction continues at a high pace in Kennedale in several residential developments. The City of Kennedale
exhibits pride in providing the type of industrial, commercial, and residential environment that will continue to make
Kennedale the location of preference in the southern Metroplex.
EDUCATION ... Most of Kennedale is located within the Kennedale Independent School District, however a portion of the
City's northwest land area lies within the Fort Worth Independent School District. Both school districts provide excellent
educational opportunities for Kennedale's youth.
With a total enrollment of over 2,100 students, Kennedale Independent School District host one elementary, one middle school
and one high school. In addition to standard curriculum, Kennedale Independent School District provides educational
opportunities for gifted and special needs students, as well as vocational and technical skills training.
The City is within commuting distance of nine universities and more than 25 colleges, junior and community colleges, and
trade schools.
The major universities in the Dallas/Fort Worth area include Texas Christian University and Texas Wesleyan University in
Fort Worth, Southern Methodist University in Dallas, the University of North Texas and Texas Woman's University in Denton,
the University of Dallas in Irving, and the University of Texas at Arlington in Arlington. These universities offer a variety of
undergraduate and graduate degrees in the arts, sciences, and business.
The Tarrant County Junior College system offers a variety of academic, technical and vocational courses toward a two year
degree in arts or applied sciences at three campuses. TCJC South Campus is located within three miles of Kennedale.
ar MEDICAL FACt MISS AND SERVICE ... The hospital needs of Kennedale are served by over 20 hospitals located throughout
Tarrant County. Eight major hospitals located within fifteen miles of Kennedale provide a wide range of quality medical and
surgical care, covering obstetrics, cardiac care, cancer, neurology, orthopedics, gynecology, kidney treatment, chemical
dependency, pediatrics, physical therapy, respiratory treatment, psychiatric, major trauma, general emergency, and much more.
The City of Kennedale Fire Department provides superior emergency medical assistance through the operation of a fully
equipped advanced life support ambulance system. Trained paramedics and EMT's respond to emergencies within four
a ` minutes of a call for help. The Kennedale ambulance transports to most of the major hospitals in Fort Worth and Arlington.
Helicopter ambulance service is provided to Kennedale from CareFlight, based at Harris Methodist Hospital Fort Worth. A
helicopter will respond to an emergency call in less than ten minutes to transport the seriously injured.
Emergency "911" telephone service is available in Kennedale and throughout Tarrant County for police, fire and medical
emergency help.
PARKS AND RECREATIONAL FACILITIES... There are approximately 25 acres of developed parkland in the Kennedale City Park
which includes facilities for family or company picnics, fishing and ball fields for all ages.
PuBLtc LIBRARY ... Opened in 1989, Friends of the Library - Kennedale worked diligently to open a library in Kennedale.
Through their hard work and dedication of volunteers the Kennedale Library became State Accredited as of September 1, 1994.
r RESIDENTIAL HousiNG AND CommuNrrr CoNvEwNcEs ... Kennedale is about 40% developed not including individual
vacant lots. About 2.5 square miles remain to be developed. Much of that land is to the northeast of Highway 287.
A -1
M
EMPLOYMENT... The labor market in Tarrant County continues to be strong. Unemployment figures are as follows:
PERSONAL INCOME AND BUYING POWER
1995 1995
Total Effective Median
Entity Buying Income Household
Tarrant County 24,636,200,000 42,358
HounHOLD EARNINGS
$10,000 - $19,999
Tarrant County
11.8%
Average
Average
Average
Average
$50,000 and over
December
Annual
Annual
Annual
Annual
.Tarrant County
1995
1994
1993
1992
1991
Civilian Labor Farce
718,710
703,579
698,623
664,779
657,701
Total Employed
685,859
664,713
• 645,708
618,022
617,760
Total Unemployed
32,851
38,855
43,915
46,757
42,941
Unemployment Rate
4.6%
5.5%
6.4%
7.0%
6.5%
PERSONAL INCOME AND BUYING POWER
1995 1995
Total Effective Median
Entity Buying Income Household
Tarrant County 24,636,200,000 42,358
HounHOLD EARNINGS
$10,000 - $19,999
Tarrant County
11.8%
$20,000 - $34,999
20.3%
$35,000 - $49,999
19.1%
$50,000 and over
40.6%
Source: Sales and Marketing Management Survey of Buying Power, August, 1995.
A -2
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APPENDIX B
EXCERP'T'S FROM THE
CITY OF KENNEDALE, TEXAS
ANNUAL FINANCIAL REPORT
For the Year Ended September 30, 1995
The information contained in this Appendix consists of excerpts from the City of
Kennedale, Texas Annual Financial Report for the Year Ended September 30, 1995,
and is not intended to be a complete statement of the City's financial condition.
Reference is made to the complete Report for further information.
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THIS PAGE LEFT BLANK INTENTIONALLY
ap
CITY OF KENNEDALE, TEXAS
GENERAL PURPOSE
FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
w
0
GuR4N & SCOTT
CERTWIED PUBLIC ACCOUNTANTS
rl
Ll
CITY OF KENNEDALE, TEXAS
GENERAL PURPOSE
FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
TABLE O F C O N T E N T S
Auditor's Report
General Purpose Combined Financial Statements:
PAGE
1
Combined Balance Sheet - All Fund Types and Account Groups 2 -3
Combined Statement of Revenues, Expenditures and Changes in
Fund Balances - All Governmental Fund Types 4
Combined Statement of Revenues, Expenditures and Changes in
Fund Balances - Budget and Actual - General and Debt
Service Funds 5 -6
Combined Statement of Revenues, Expenses and Changes in
Retained Earnings - Proprietary Fund Types - All
Enterprise Fund Types 7
Combined Statement of Cash Flows - Proprietary Fund Type -
All Enterprise Fund Types 8 -9
Notes to Combined Financial Statements 10 -25
GuiNN & Scow
CERTIFIED PUBLIC ACCOUNTANTS
GUINN & SCOTT
C. N. GUINN, C.P.A.
J. LARRY SCOTT, C.P.A.
CERTIFIED PUBLIC ACCOUNTANTS
1200 SUMMIT AVENUE. SUITE 700
FORT WORTH, TEXAS 76102
(917) 333 -5453
FAX (817) 335 -5458
Honorable Mayor, City Council and City Administrator
City of Kennedale
Kennedale, Texas
We have audited the accompanying general purpose financial statements
of the City of Kennedale, Texas, as of and for the year ended September
30, 1995, as listed in the table of contents. These general purpose
financial statements are the responsibility of the City's management.
Our responsibility is to express an opinion on these general purpose
financial statements based on our audit.
we conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the general purpose
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the general purpose financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall general
purpose financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the general purpose financial statements referred to in
the first paragraph present fairly, in all material respects, the
financial position of the City of Kennedale, Texas, as of September 30,
1995, and the results of its operations and cash flows of its
proprietary fund types for the year then ended, in conformity with
generally accepted accounting principles.
Fort Worth, Texas
January 25, 1996
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CITY OF XENNEDALE, TEXAS
COMBINED STATEMENT OF REVENUES, EXPENSES AND CHANGES IN RETAINED
EARNINGS
PROPRIETARY FUND TYPES - ALL ENTERPRISE FUND TYPES
YEAR ENDED SEPTEMBER 30, 1995
TOTALS
(MEMORANDUM ONLY)
WATER AND AMBULANCE SEPTEMBER 30:
SEWER FUND FUND 1995 1994
OPERATING REVENUES
Charges for services
OPERATING EXPENSES
Personal services
Contractual services
Supplies
Materials
General services
Depreciation
Bad debts
Intergovernmental charges
TOTAL OPERATING EXPENSES
OPERATING INCOME (LOSS)
NONOPERATING REVENUES (EXPENSES)
Interest revenue
Interest expense and fiscal
charges
Sale of assets
TOTAL NONOPERATING REVENUE
(EXPENSE)
NET INCOME (LOSS)
Contribution from General Fund
RETAINED EARNINGS,
October 1
RETAINED EARNINGS,
September 30
S 939.960 S
195.238 S
1,135.198 S
1,021.516
S 204,869 S
105,893 S
310,762 S
302,257
22,554
22,554
16,264
23,367
10,446
33,813
33,094
13,827
1,685
15,512
28,267
269,737
24,100
293,837
254,219
160,411
18,242
178,653
167,120
1,918
47,634
49,552
19,047
295.834
295.834
250.861
S 992.51 S
208,000 S
1,200,517 S
1,071.129
S( 52.557 S( 12,762 S( 65,319 S( 49.613
23,771 272 24,043 16,294
( 1,336) ( 1,190) ( 2,526) ( 2,350)
9.888 9,888
S 32.323 S( 91 8 S 31,405 S 13,944
S( 20,234) S( 13,680) S( 33,914) S( 35,669)
1,706 1,706 0
804,126 51,508 855.634 891,303
S 783,892 $ 39,534 S 823,426 S 855,634
sssxxsxxxasxs sxxssaxxxxasx acxcacxxxxcxo :axsza :sasaax
The accompanying notes to financial statements are an integral part of this statement.
GuiNN & ScoTr
CERTIFIED PUBLIC ACCOUNTANTS
-7-
cl-
CITY OF KENNEDALE, TEXAS
COMBINED STATEMENT OF CASH FLOWS
PROPRIETARY FUND TYPE - ALL ENTERPRISE FUND TYPES
YEAR ENDED SEPTEMBER 30, 1995
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
TOTALS
(MEMORANDUM ONLY)
WATER AND AMBULANCE SEPTEMBER 30:
SEWER FUND FUND 1995 1994
CASH FLOWS FROM OPERATING
ACTIVITIES:
Cash received from customers S 916,301 S 147,024 S 1,063,325 S 1,024,132
Cash paid to suppliers ( 584,369) ( 36,393) ( 620,762) ( 611,742)
Cash paid to employees ( 202,521 ( 102,879 ( 305,400 ( 296,877
Net cash provided by
operating activities S 129,411 S 7,752 S 137,163 S 115,513
CASH FLOWS FROM NONCAPITAL
FINANCING ACTIVITIES:
Water 8 sewer deposits S 4,680 S S 4,680 S 4,055
Net cash provided by
noncapital financing
activities S 4,680 S 4,680 S 4,055
CASH FLOWS FROM CAPITAL AND
RELATED FINANCING ACTIVITIES:
Sale of assets
S
9,888
S
S 9,888
S
Contribution from General Fund
1,706
1,706
Proceeds from loan
30,000
Capital expenditures
(
17,142)
( 2,441)
( 19,583)
(
106,590)
Interest and fiscal charges
paid
(
1,544)
( 1,544)
(
2,109)
Payment of revenue bonds
(
20,000)
( 20,000)
(
10,000)
Principal payments on Loan
( 6,000
( 6,000
0
Net cash used for capital
and related financing
activities
S( 28,798
S( 6,735
S( 35,533
S( 88,699
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of investment
securities
S
$
S
S(
28,354)
Proceeds from maturities
of investment securities
28,355
28,355
26,177
Interest on investments
23,766
273
24,039
16,219
Net cash provided by
investing activities
S
52,121
S 273
S 52,394
S
14,042
NET INCREASE (DECREASE) IN
CASH 8 CASH EQUIVALENTS
S
157,414
S 1,290
S 158,704
S
44,911
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR
511,555
13.916
525,471
480,560
CASH AND CASH EQUIVALENTS AT
END OF YEAR
S
668,969
S 15,206
S 664,175
S
525,471
■ ............
............
.. ....... a..
.*sari....**
The accompanying notes to financial statements are an integral part of this statement.
GUINN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-8-
rl
ri
ICJ
CITY OF KENNEDALE, TEXAS
COMBINED STATEMENT OF CASH FLOWS (CONTINUED)
RECONCILIATION OF OPERATING INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES
PROPRIETARY FUND TYPE - ALL ENTERPRISE FUND TYPES
YEAR ENDED SEPTEMBER 30, 1995
W
NONCASH INVESTING, CAPITAL, AND FINANCING ACTIVITIES
*� During the year C.D.B.G. paid for and contributed street improvements
and water lines in the amount of f 122,352
Developers paid for and contributed waterlines and storm sewers in the
amount of 86,072
im
1*
The accompanying notes to financial statements are an integral part of this statement.
G uiNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-9-
W
TOTALS
(MEMORANDUM ONLY)
WATER AND
AMBULANCE
SEPTEMBER
30:
SEWER FUND
FUND
1995
1994
OPERATING INCOME (LOSS)
f[ 52,557)
f( 12,762)
S( 65,319) f(
49,613)
Adjustments to reconcile
operating income to net
cash provided by operating
activities:
Depreciation
160,411
18,242
178,653
167,120
Provision for uncollectible
accounts
136
10,563
10,699
19,247
Change in assets and
liabilities:
Decrease in accounts receivable
18,439
Increase in accounts receivable
( 23,796)
( 11,142)
( 34,935) (
16,024)
Decrease in due from other funds
1,223
389
1,612
0
Increase in due from other funds
(
1,222)
increase in accounts payable
12,013
12,013
1,627
Decrease in accounts payable
( 551)
( 551) (
29,439)
Increase in accrued liabilities
31,981
3,013
34,994
5,378
Net cash provided by
operating activities
f 129,411
S 7,752
S 137,163 S
115,513
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NONCASH INVESTING, CAPITAL, AND FINANCING ACTIVITIES
*� During the year C.D.B.G. paid for and contributed street improvements
and water lines in the amount of f 122,352
Developers paid for and contributed waterlines and storm sewers in the
amount of 86,072
im
1*
The accompanying notes to financial statements are an integral part of this statement.
G uiNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-9-
W
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The City of Kennedale was incorporated in 1947. The City
operates under a Mayor - Council form of government and provides
the following services:
Police and fire protection, public works, ambulance and
general administrative services. In addition, the City owns
and operates a water and sewer system.
The combined general purpose financial statements of the City
have been prepared in conformity with generally accepted
accounting principles (GAAP) as applied to government units.
The reporting entity for financial reporting purposes include
all activities over which the City Council exercises over-
sight responsibility. Therefore, the following are not
included because they are autonomous entities:
Kennedale Independent School District - provides
educational services.
The accounting policies of the City of Kennedale, Texas
conform to generally accepted accounting principles as
applicable to governmental units. The following is a summary
of the more significant policies:
A. BASIS OF PRESENTATION - FUND ACCOUNTING
The accounts of the City are organized on the basis of
funds and account groups, each of which is considered a
separate accounting entity. The operations of each fund
are accounted for with a separate set of self - balancing
accounts that comprise its assets, liabilities, fund
balance /retained earnings, revenues and
expenditures /expenses. The various funds are grouped by
type in the combined general purpose financial statements.
The following fund types and account groups are used by
the City:
GOVERNMENTAL FUND TYPES
Governmental Funds are those through which most
governmental functions of the City are financed. The
acquisition, use and balances of the City's expendable
financial resources and the related liabilities (except
those accounted for in the proprietary fund type) are
accounted for through governmental funds. The measurement
focus is upon determination of changes in financial
position, rather than upon net income determination. The
following are the City's governmental fund types:
GuiNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-10-
10
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
General Fund - The General Fund is the general operating
fund of the City. It is used to account for all
financial resources except those required to be
accounted for in another fund. There are two sub funds
of the general fund, they are part of the general fund
and reported there.
Debt Service Fund - The Debt Service Fund is used to
account for the accumulation of resources for, and the
payment of, general long -term debt principal, interest
and related costs.
GurNN & Scow
CERTIFIED PUBLIC ACCOUNTANTS
-11-
1W
PROPRIETARY FUND TYPE
40
Enterprise Funds - Enterprise Funds are used to account
for operations (a) that are financed and operated in a
manner similar to private business enterprises - where
the intent of the governing body is that the costs
(expenses, including depreciation) of providing goods
or services to the general public on a continuing basis
be financed or recovered primarily through user
charges; or (b) where the governing body has decided
that periodic determination of revenues earned,
expenses incurred and /or net income is appropriate for
capital maintenance, public policy, management control,
accountability, or other purposes.
4W
ACCOUNT GROUPS
Account groups are used to establish accounting control
and accountability for the City's general fixed assets
and general long -term debt. The following are the
City's account groups:
General Fixed Assets Account Group - This group of
accounts is establ to account for all fixed
assets of the City, other than those accounted for in
proprietary funds.
General Lone -Term Debt Account Group - This group of
accounts is established to account for all long -term
debt of the City except that accounted for. in
proprietary funds.
Total Columns On Combined Statements - Total columns on
the Combined Statements are captioned "Memorandum only"
to indicate that they are presented only to facilitate
financial analysis. Data in these columns do not
present financial position, results of operations, or
changes in financial position in conformity with
generally accepted accounting principles. Nor is such
data comparable to a consolidation. Interfund
eliminations have not been made in the aggregation of
this data.
GurNN & Scow
CERTIFIED PUBLIC ACCOUNTANTS
-11-
1W
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
B. BASIS OF ACCOUNTING
The modified accrual basis of accounting is followed by
the governmental funds. These revenues are recognized
when susceptible to accrual, i.e., both measurable and
available. Available means collectible within the current
period or soon enough thereafter to be used to pay
liabilities of current period. Expenditures, other than
interest on long -term debt are recorded when the liability
is incurred, if measurable. Interest on long -term debt is
recorded when due.
In applying the susceptible to accrual concept to
intergovernmental revenues, the legal and contractual
requirements of the individual programs are used as
guidance.
Property and sales tax
susceptible to accrual c
and permits, fines and
earnings on investments)
received in cash because
until actually received.
as earned since they are
revenues are recorded under the
incept. Franchise taxes, licenses
miscellaneous revenues (except
are recorded as revenues when
they are generally not measurable
Investment-earnings are recorded
measurable and available.
The accrual basis of accounting is utilized by the
proprietary fund type.
For purposes of the statement of cash flows, the Water and
Sewer Fund considers all highly liquid investments
(including restricted assets) with a maturity of three
months or less when purchased to be cash equivalents.
C. BUDGETARY DATA
(1) General Budget Policies
The City Council follows these procedures in establishing
the budgetary data reflected in the combined financial
statements:
1. Prior to the beginning of the fiscal year, the City
Administrator submits to the City Council a proposed
budget. The budget includes proposed expenditures and
the means of financing them.
2. Public hearings are conducted to obtain taxpayer
comments.
3. Prior to September 30, the budget is legally enacted
through passage of an ordinance. The annual appropri-
ations lapse at year end.
4. Revisions that alter the total expenditures of any fund
must be approved by the City Council.
GLaNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-12-
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
5. Budgets for the General and Debt Service Funds are
adopted on a basis consistent with generally accepted
accounting principles. Budgeted amounts presented in
the general purpose financial statements are as
originally adopted and amended by the City Council.
D.
Encumbrance accounting, under which purchase orders, con-
tracts and other commitments for the expenditure of monies
are recorded in order to reserve that portion of the
applicable appropriation, is employed in the governmental
fund types. Encumbrances outstanding at year end are
reported as reservations of fund balances because they do
not constitute expenditures or liabilities.
E. INVESTMENTS
Investments are stated at cost, which approximates market.
(See Note 2)
F. GENERAL FIXED ASSETS
General fixed assets have been acquired for general gov-
ernmental purposes. Assets purchased are recorded as
expenditures in the governmental funds and capitalized at
cost in the General Fixed Assets Account Group. contri-
buted fixed assets are recorded at estimated fair market
value at the time received.
Fixed assets consisting of certain improvements (other
than buildings and street improvements funded by General
Obligation Bonds) including roads, bridges, curbs and
gutters, streets and sidewalks, drainage systems and
lighting systems have not been capitalized prior to 1980.
Such assets normally are immovable and of value only to
the City; therefore, the purpose of stewardship for
capital expenditures is satisfied without recording these
assets.
No depreciation has been provided on general fixed assets
and no interest has been capitalized.
G. PROPERTY, PLANT AND EQUIPMENT - ENTERPRISE FUNDS
Property, plant and equipment owned by Enterprise Funds
are stated at cost or estimated fair market value at the
date contributed. Depreciation has been provided on a
straight -line basis over the estimated useful lives of the
respective assets as follows:
Buildings, structures
and improvements 20 & 50 years
Machinery and equipment 4 - 10 years
No interest has been capitalized.
GurNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-13-
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
H. COMPENSATED ABSENCES
Vacation, sick leave and compensatory time are granted to
City employees in limited amounts. Accumulated vested
amounts that are expected to be liquidated with expendable
available financial resources are accrued as expenditures
and fund liabilities in the General Fund and Enterprise
Funds. Liabilities accrued as of September 30, 1995 by
fund are:
General Fund $ 72,740.28
Water & Sewer Fund 9,724.21
Ambulance Fund 4,966
87,431.25
I. RESERVES
Retained earnings have been reserved for the excess of
restricted assets over related liabilities.
J. UNBILLED CHARGES
Unbilled utility service charges . -of the Water and Sewer
Fund at year end are estimated and recorded as
receivables, net of estimated uncollectibles.
K. TRANSACTIONS BETWEEN FUNDS
Residual equity transf
changes to fund balanc
buted capital of the
this year. All other
as operating transfers
operations of both gov
ers between funds are reported as
es of governmental funds and contri-
proprietary funds. There were none
transfers between funds are treated
and are included in the results of
ernmental and proprietary funds.
NOTE 2 - CASH AND INVESTMENTS
The City maintains a cash pool and an investment pool that is
available for use by all funds. Each fund type's portion of
these pools is displayed on the combined balance sheet as
"Cash" and "Investments ". In addition, investments are
separately held by several of the City's funds.
Deposits
At year -end, the carrying amount of the City's cash on hand
and deposits was $291,156 (including deposits in transit) and
the bank balance was $289,767. The bank balance was entirely
covered by federal depository insurance or by collateral held
by the City's agent in the City's name.
GUrMV & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-14-
m
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
Investments
The City in general, is authorized to invest its public funds
in any obligations or securities described in Section 2 or 3
of the Public Funds Investment Act of 1987 as amended; and,
specifically three government pools within certain
limitations.
The City's investments are categorized to dive an indication
of,the level of risk assumed by the entity at year -end.
Category 1 includes investments that are insured or registered
or for which the securities are held by the City or its agent
in the City's name. Category 2 includes uninsured and
unregistered investments for which the securities are held by
the broker's or dealer's trust department or agent in the
City's name. Category 3 includes uninsured and unregistered
investments for which the securities are held by the broker or
dealer, or by its trust department or agent but not in the
City's name.
CATEGORY CARRYING MARKET
1 2 3 AMOUNT VALUE
Treasury bills $264,396 $ 264,396 $ 269,540
Mutual funds /pools:
Texpool 592 592
Lone Star Investment Pool 528,193 528,193
Treasury Cash Series - Federal funds 257,909 257,909
Total investments $ 1,051,090 $1,056,234
- - - - -- ----- - - - - --
Investments during the fiscal years ended September 30, 1994
and 1995 were limited to governmental pools investing in
government securities and to U.S. Treasury obligations only.
NOTE 3 - PROPERTY TAX
Property taxes attach as an enforceable lien on property as of
January 1. Taxes are levied each October 1 on the assessed
value for all real property and certain personal property lo-
cated in the City. The assessed value, net of exemptions,
upon which the fiscal 1994 -95 levy was based was approximately
$143,701,798.
General property taxes are limited by the Texas Constitution
to $2.50 per $100 of assessed valuation. The combined tax
rate to finance general governmental service and debt service
for the year ended September 30, 1995 was $.562514 per $100 of
assessed valuation.
Property taxes are due by January 31 following the levy date.
Current tax collections for the year ended September 30, 1995
were 97.99% of the tax levy. Property taxes are being
collected by Tarrant County for the City.
GUINN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-15-
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
Property taxes of $808,366 were levied for 1994 -95 and are
recorded as receivables, net of estimated uncollectibles. The
net receivables collected and those considered "available" at
September 30, 1995 (i.e., property taxes collected within 60
days of year end) are recognized as revenues in 1995. Prior
year levies were recorded using these same principles. The
remaining receivables are reflected as deferred revenue.
The appraisal of property within the City is the responsi-
bility of a county -wide Appraisal District as required by
legislation passed by the Texas Legislature. The Appraisal
District is required under such legislation to assess all
property within the Appraisal District on the basis of 100% of
its appraised value and is prohibited from applying any
assessment ratios. The value of the property within the
Appraisal District must be reviewed every two years; however,
the City may, at its own expense, require annual reviews of
appraised values.
NOTE 4 - DUE FROM OTHER GOVERNMENTS
The amount due for City sales tax revenue for September 1995
amounted to $29,888.
NOTE 5 - FIXED ASSETS
A summary of changes in general fixed assets follows:
BALANCE
OCTOBER 1,
1994 ADDITIONS
Land, buildings
and improve-
ments
Machinery and
equipment
Streets and other
improvements
$1,581,370
1,472,070
2,417,763
$5,471,203
DELETIONS
80,422
179,315 _
$ 259,737 $
T.= Sa =aS =9 =
33,911
BALANCE
SEPTEMBER 30,
1995
$ 1,581,370
1,518,581
2,597,078
33,911 $ 5,697,029
A summary of proprietary fund type property, plant and
equipment at September 30, 1995 follows:
WATER AND
SEWER FUND
Land
Buildings, structures and improvements
Machinery and equipment
Less accumulated depreciation
GuwN & ScoTT
CERTIFIED PUBLIC ACCOUNTANTS
-16-
AMBULANCE
FUND
$ 66,060 $
5,998,805
254,124 158,913
$6,318,989 $ 158,913
1,914,704 97,354
$4,404,285 $ 61,559
M
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
CAPITAL LEASES
Leased property at September 30, 1995 under Capital leases is
capitalized in general fixed assets - Machinery and equipment
in the amount of $475,726.
The following is a schedule by years of future minimum lease
payments under Capital leases together with the present value
of the net minimum lease payments as of September 30, 1995:
Year ending September 30:
1996 S 49,056
1997 49,056
1998 49,056
1999 47,779
2000 45,987
2001 45,987
2002 45,987
2003 45,987
Total minimum lease payments $ 378,895
Less: Amount representing interest 95,460
Present value of net minimum
lease payments $ 283,435
NOTE 6 - RISK MANAGEMENT
The City carries its general insurance risks with a public
entity risk pool by transferring all risks to the insurance
carrier except for small deductible amounts.
NOTE 7 - EMPLOYEE PLANS
a. Deferred Compensation Plan
The government offers its employees a deferred
compensation plan administered by a trust established
by public employers in which the deferred amounts are
not held by nor required to be considered assets of the
City and are not subject to the claims of the City's
general creditors. No costs or liabilities are
incurred by the City.
b. Volunteer Fire /Ambulance Incentive Program (VIP)
This program was established March 9, 1989 by City
Council as an incentive to encourage volunteers to join
and /or stay in the program by providing life insurance
and saving plan benefits. All costs are to be paid by
the City and includes furnishing $5,000 of permanent
life insurance and $200 per year in the savings plan
for each volunteer. The volunteers may continue the
Gu24N & SCoTr
CERTIFIED PUBLIC ACCOUNTANTS
-17-
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
insurance coverage at their own expense in case of
departure. The savings program vests 75% after 10
years up to 100% after 15 years. The City reserves the
right to discontinue the program at anytime by giving
30 days notice.
The contribution by the City to the saving plan for the
current year amounted to $1,680. The balance including
interest in the cash account at September 30, 1995 was
$19,774. Life insurance premiums paid during the year
amounted to $2,249.
c. Cafeteria Plan (IRC Sec 125)
Plan benefits consist of a health plan
(hospitalization) and a dental plan for which the city
pays the employee portion of the premiums. Dependent
coverage is funded by charges to employees. Disability
and accident coverage was added to the plan this year
and is paid entirely by employees.
d. Pension Plan
1. Plan Descripti
Beginning April 1, 1992, all full -time employees of
the City are covered by the Texas Municipal Retire-
ment System (TMRS), which is a multiple - employer
public employee retirement system. It is the
opinion of the TMRS management that the plans in
TMRS are substantially defined contribution plans,
but they have elected to provide additional
voluntary disclosure to help foster a better under-
standing of some of the nontraditional character-
istics of the Plan.
Benefits depend upon the sum of the employee's
contributions to the plan, with interest, and the
City- financed monetary credits, with interest. At
the date the plan began, the City granted monetary
credits for service rendered before the plan began
of a theoretical amount equal to two times what
would have been contributed by the employee, with
interest, prior to establishment of the plan.
Monetary credits for service since the plan began
are a percent (100 %, 150% or 200 %) of the employee's
accumulated contributions. In addition, the City
can grant as often as annually another type of
monetary credit referred to as an updated service
credit which is a theoretical amount which, when
added to the employee's accumulated contributions
and the monetary credits for service since the plan
began, would be the total monetary credits and em-
ployee contributions accumulated with interest if
GuiNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-la-
4.
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
the current employee contribution rate and City
matching percent has always been in existence and if
the employee's salary had always been the average of
his salary in the last three years that are one year
before the effective date. At retirement, the
benefit is calculated as if the sum of the
employee's accumulated contributions and the
employer- financed monetary credits with interest
were used to purchase an annuity.
GuiNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-19
W
Members can retire at ages 60 and above with 10 or
more years of service or with 25 years of service
regardless of age. The plan also provides death and
disability benefits. A member is vested after 10
years, but he must leave his accumulated contri-
butions in the plan. If a member withdraws his own
money, he is not entitled to the employer- financed
monetary credits, even if he is vested. The plan
provisions are adopted by the governing body of the
City, within the options available in the State
statutes governing TMRS and within the actuarial
constraints also in the statutes.
2. Contributions
The contribution rate for the employees is 5 %, and
the City matching percent is currently 100 %, both as
adopted by the governing body of the City. Under
the state law governing TMRS, the City contribution
rate is annually determined by the actuary. This
rate consists of the normal cost contribution rate
and the prior service contribution rate, both of
which are calculated to be a level percent of
payroll from year to year. The normal cost contri-
bution rate finances the currently accruing monetary
credits due to city matching percent, which are the
obligation of the City as of an employee's
retirement date, not at the time the employee's con-
tributions are made. The normal cost contribution
rate is the actuarially determined percent of
1W
payroll necessary to satisfy the obligation of the
City to each employee at the time his retirement
becomes effective. The prior service contribution
rate amortizes the unfunded actuarial liability over
the remainder of the plan's 25 -year amortization
period. When the City periodically adopts updated
service credits and increases its annuities in
effect, the increased unfunded actuarial liability
is to be amortized over a new 25 -year period.
Currently, the unfunded actuarial liability is being
amortized over the 25 -year period which began April
1992. The unit credit actuarial cost method is used
for determining the City contribution rate.
Contributions are made monthly by both the employees
GuiNN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-19
W
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
and the City. Since the City needs to know its
contribution rate in advance to budget for it, there
is a one -year lag between the actuarial valuation
that is the basis for the rate and the calendar year
when the rate goes into effect.
The City's total payroll for the year ended
September 30, 1995 was $1,106,286, and their
contributions were based on a participating payroll
of $1,104,800. Both the City and the employees made
the required contributions, amounting to $39,786 at
a retirement rate of 3.58% for the City and $55,240
(5 %) for the employees. There were no related party
transactions.
3. Fundina Status and Progress
en though the substance of the City's plan is not
to provide a defined benefit in some form, some
additional voluntary disclosure is appropriate due
to the nontraditional nature of the defined
contribution plan which had an initial unfunded
pension benefit obligation due to the monetary
credits granted by the City for service rendered
before the plan began and which can have additions
to the unfunded pension benefit obligation through
the periodic adoption of increases in benefit
credits and benefits. Statement No. 5 of the
Governmental Accounting Standards Board (GASB 5)
defines pension benefit obligation as a standardized
disclosure measure of the actuarial present value of
pension benefits, adjusted for the effects of
projected salary increases, estimated to be payable
in the future as a result of employee service to
date. The measure is intended to help users assess
the funding status of public employee pension plans,
assess progress made in accumulating sufficient
assets to pay benefits when due, and make com-
parisons amoung public employee pension plans.
The pension benefit obligation shown below is
similar in nature to the standardized disclosure
measure required by GASB 5 for defined benefit plans
except that there is no need to project salary
increases since the benefit credits earned for
service to date are not dependent upon future
salaries. The calculations were made as part of the
annual actuarial valuation as of December 31, 1994.
Because of the money- purchase nature of the plan,
the interest rate assumption, currently 8.0% per
year, does not have as much impact on the results as
it does for a defined benefit plan. Market value of
assets is not determined for each city's plan, but
the market value of assets for TMRS as a whole was
98.6% of book value as of December 31, 1994.
GUINN & SCOTT
CERTIFIED PUBLIC ACCOUNTANTS
-20-
W
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
Pension benefit obligation MEMBER CITIES
(Amts in Millions)
Annuitants currently receiving
benefits $ 488.6
Terminated employees 362.0
Current employees -
Accumulated employee contributions
including allocated invested
earnings 1,279.3
Employer- financed vested 1,948.8
Employer- financed nonvested 309.5
Total $ 4,388.2
Net assets available for benefits,
at book value 3,394.2
Unfunded pension benefit obligation $ 994.0
The book value of assets is the amortized cost for
bonds and original cost for short-term securities
and stocks. The actuarial assumptions used to com-
pute the actuarially determined City contribution
rate are the same as those used to compute the
pension benefit obligation.
4. City's Contributions FYE 9 -30 -95 FYE 9 -30 -94
General Fund $ 27,845 $ 31,330
Water and Sewer Fund 5,875 5,737
Ambulance Fund 2,251 2,729
$ 35,971 $ 39,796
5. Trend Information
Ten -year istorical trend information presenting the
t,V TMRS progress in accumulating sufficient assets to
pay benefits when due is presented in the TMRS
December 31, 1994, Comprehensive Annual Financial
Report.
GumN & SCoTi
CERTIFIED PUBLIC ACCOUNTANTS
-21-
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1
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE 8 - LONG TERM DEBT (CONTINUED)
The annual requirements to
amortize all debt outstanding as of
September 30,
1995, including
interest
of $119,549 are as
follows:
GENERAL
YEAR ENDING NOTES
OBLIGATION
SEPTEMBER
30, PAYABLE
BONDS
TOTAL
1996
49,056
40,085
89,141
1997
49,056
14,000
63,056
1998
49,056
13,725
62,781
1999
47,779
13,175
60,954
2000
45,987
12,625
58,612
2001
45,987
12,075
58,062
2002
45,987
16,575
62,562
2003
45,987
15,825
61,812
$ 378,895
$ 138,085
$ 516,980
The ordinances authorizing the issuance of General Obligation
Bonds created the Debt Service Fund. All taxes levied and
collected for and on account of said bonds are pledged to the
Debt Service Fund in amounts authorized by the City Council,
but never less than annual maturing interest and principal
requirements. $12,810 is available in the Debt Service Fund
to service the general obligation bonds.
NOTE 9 - SEGMENTS OF ENTERPRISE ACTIVITIES
This requirement is effectively met in this report by the
combined financial statement presentations because the City
maintains only two Enterprise Funds and both are reported
individually in the statements.
Guava & Scow
CERTIFIED PUBLIC ACCOUNTANTS
-24-
CITY OF KENNEDALE, TEXAS
NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
, ,111'
NOTE 10 - TRANSACTIONS BETWEEN FUNDS
Individual fund interfund receivable and payable balances at
September 30, 1995 were as follows:
INTERFUND INTERFUND
FUND RECEIVABLES PAYABLES
General Fund $ 24,396 $ 16
Water & Sewer Fund 0 396
Ambulance Fund 16 24,000
$ 24,412 $ 24,412
The Water & Sewer Fund paid the General Fund $123,948 as its
share of overhead expense as authorized in the budget. The
charges are classified as intergovernmental charges.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
A sewer contract with the City of Fort Worth is based on
volume and is paid monthly.
A garbage disposal contract with a third party commercial
contractor is paid monthly with a portion retained as
franchise revenue.
The City is tentatively planning to issue Certificates of
Obligation for an estimated $400,000 to $600,000 to be used
for improvements to water and sewer lines and to purchase a
fire truck.
L-j
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GuiNN & Scon
CERTIFIED PUBLIC ACCOUNTANTS
-25-
THIS PAGE LEFT BLANK INTENTIONALLY
e-A
APPENDIX C
FORM OF BOND COUNSELS OPINION
THIS PAGE LEFT BLANK INTENTIONALLY
W
Proposed Form of Bond Counsel Opinion
, s o
CITY OF KENNEDALE, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SERIES 1996, DATED MARCH 1, 1996
IN THE AGGREGATE PRINCIPAL AMOUNT OF $455,000
AS BOND COUNSEL FOR THE ISSUER (the "Issuer ") of the Certificates of Obligation
described above (the "Certificates "), we have examined into the legality and validity of the
Certificates, which bear interest from the dates specified in the text of the Certificates, until
maturity or redemption, at the following rates per annum:
wr
Maturity 1997, 7.50%
Maturity 1998,
7.50%
Maturity 1999,
7.45%
Maturity 2000,
6.50%
aw Maturity 2001,
4.80%
Maturity 2002,
4.90%
Maturity 2003,
5.05%
Maturity 2004,
5.15%
Maturity 2005,
5.30%
Maturity 2006,
5.45%
payable on February 15, 1997, and semiannually thereafter on each February 15 and August 15.
The Certificates mature in serial installments on February 15 in each of the years 1997 through
2006. The Certificates are not subject to redemption prior to maturity.
WE HAVE EXAMINED the applicable and pertinent provisions of the Constitution and
laws of the State of Texas, and a transcript of certified proceedings of the Issuer, and other
pertinent instruments authorizing and relating to the issuance of the Certificates, including one of
40 the executed Certificates (Certificate Number R -1).
W
BASED ON SAID EXANIINATION, IT IS OUR OPINION that said Certificates have
been authorized, issued and delivered in accordance with law; and that except as may be limited
by laws applicable to the Issuer relating to bankruptcy, reorganization and other similar matters
affecting creditors' rights generally, the Certificates constitute valid and legally binding obligations
of the Issuer; and that ad valorem taxes sufficient to provide for the payment of the interest on
and principal of said Certificates have been levied and pledged for such purpose, within the limit
prescribed by law, and that the Certificates are additionally secured by and payable from a limited
pledge of the revenues of the Issuer's Waterworks and Sewer System remaining after payment of
all operation and maintenance expenses thereof, and all debt service, reserve and other require-
ments in connection with all of the Issuer's revenue obligations (now or hereafter outstanding),
which are payable from all or part of said revenues, all as provided in the Ordinance of the Issuer
authorizing the issuance of the Certificates.
IN OUR OPINION, except as discussed below, the interest on the Certificates is
excludable from the gross income of the owners for federal income tax purposes under the
statutes, regulations, published rulings and court decisions existing on the date of this opinion.
We are further of the opinion that the Certificates are not "private activity bonds" and that,
accordingly, interest on the Certificates will not be included as an individual or corporate
alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of
1986 (the "Code "). In expressing the aforementioned opinions, we have relied on, and assume
compliance by the Issuer with, certain representations and covenants regarding the use and
investment of the proceeds of the Certificates. We call your attention to the fact that failure by
the Issuer to comply with such representations and covenants may cause the interest on the
Certificates to become includable in gross income retroactively to the date of issuance of the
Certificates.
WE CALL YOUR ATTENTION TO THE FACT that the interest on tax- exempt
obligations, such as the Certificates, is (a) included in a corporation's alternative minimum taxable
income for purposes of determining the alternative minimum tax and the environmental tax
imposed on corporations by sections 55 and 59A of the Code, (b) subject to the branch profits tax
imposed on foreign corporations by section 884 of the Code and (c) included in the passive
investment income of an S corporation and subject to the tax imposed by section 1375 of the
Code.
EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state or
local tax consequences of acquiring, carrying, owning or disposing of the Certificates.
WE HAVE ACTED AS BOND COUNSEL for the Issuer for the sole purpose of
rendering an opinion with respect to the legality and validity of the Certificates under the
Constitution and laws of the State of Texas, and with respect to the exclusion from gross income
for federal income tax purposes of the interest on the Certificates, and for no other reason or
purpose. We have not been requested to investigate or verify, and have not independently
investigated or verified any records, data or other material relating to the financial condition or
capabilities of the Issuer, and have not assumed any responsibility with respect thereto. We have
relied solely on certificates executed by officials of the Issuer as to the current outstanding
indebtedness of, assessed valuation of taxable property within, and the sufficiency of the pledged
revenues of, the Issuer.
Respectfully,
IM
W
rM
W
U,
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF KENNEDALE
We, the undersigned officers of the City Council of said City, hereby certify as follows:
1. That this certificate is executed for and on behalf of said City with reference to
the issuance of CITY OF KENNEDALE, TEXAS, COMBINATION TAX AND
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1996, DATED MARCH 1,
1996, IN THE PRINCIPAL AMOUNT OF $455,000 (the "Certificates ").
2. That said City was incorporated; and is now operating and existing under the
general laws of the State of Texas as a Type A general law municipality, with an
Aldermanic form of government; and that the provisions of Title 28, Revised Civil
Statutes of Texas, 1925, as amended, relating to cities and towns, including particularly
Chapters 1 through 10 thereof, are applicable to, and have been lawfully accepted or
W adopted by said City.
3. That no litigation of any nature has ever been filed pertaining to, affecting or
contesting: (a) the Ordinance which authorized said City's Certificates described in
paragraph 1 of this certificate; (b) the issuance, delivery, payment, security or validity of
said Certificates; (c) the authority of the governing body and the officers of said City to
issue, execute and deliver said Certificates; (d) the validity of the corporate existence of
said City; (e) the current tax rolls of said City; and that no litigation is pending pertaining
to, affecting, questioning or contesting the current boundaries of said City.
.r► 4. That attached to this certificate and marked Exhibit A, is a true, full and correct
debt service schedule for the proposed Certificates, and of the City's outstanding
indebtedness which is payable from a pledge of its tax revenues. No default exists in
reference to any of the currently outstanding tax- supported indebtedness of the City.
5. That the currently effective ad valorem Tax Rolls of said City are those for the
year 1995, being the most recently approved Tax Rolls of said City; that the taxable
property in said City has been assessed as required by law; that the Board of Equalization
of said City has equalized and approved the valuation of taxable property in said City for
said year; that the Tax Assessor of said City has duly verified the aforesaid Tax Rolls, and
said Board of Equalization has finally approved the same; and that the assessed value of
taxable property in said City upon which the annual ad valorem tax of said City has been
levied (after deducting the amount of all exemptions, if any, taken or required to be given
under the Constitution and laws of the State of Texas), according to the aforesaid Tax
Rolls for said year, as delivered to the City Secretary, and finally approved and recorded
�, by the City Council of said City, is $155,180,766.
0
6. That no petition protesting the issuance of the Certificates and requesting a
referendum election has been received.
7. That none of the revenues or income of said City's Waterworks and Sewer
System are pledged or encumbered to the payment of any debt or obligation of said City
or said Waterworks and Sewer System, except in connection with the aforesaid proposed
Certificates.
8. That the City's current water and sewer rates are set forth in Exhibit B attached
hereto.
9. That the following is a true, full and correct schedule of the income and
expenses of the Waterworks and Sewer System for the most recent three years for which
' audited financial information is available, to wit: -
1995 1994 1993
Income $963,731 $884,418 $926,061
Expenses 832,106 755,744 738,217
Net Revenues $ 13J-62-5 $ $187.844
W
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SIGNED AND SEALED this the DLIday of 1996.
City Se retary
(SEAL)
Mayor
M
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IM
W
W171
CITY OF KENNEDALE, TEXAS
5455,000 Combination Tax and Revenue Certificates of Obligation, Series 1996
Total Debt Service
Fiscal
Total
Year
Debt
Ending
Outstanding Debt
This
$455,000 Issue
Service
9/30
Principal
Interest
Total
Principal
Interest
Total
Requirements
1996
$ 34,000
$ 6,086
$ 40,086
$ 40,086
1997
10,000
4,000
14,000
3 25,000
5 37,533 $
62,533
76,533
1998
10,000
3,725
13,725
40,000
23,055
63,055
76,780
1999
10,000
3,175
13,175
40,000
20,065
60,065
73,240
2000
10,000
2,625
12,625
45,000
17,113
62,113
74,738
2001
10,000
2,075
12,075
45,000
14,570
59,570
71,645
2002
15,000
1,575
16,575
45,000
12,388
57,388
73,963
2003
15,000
825
15,825
50,000
10,023
60,023
75,848
2004
50,000
7,473
57,473
57,473
2005
55,000
4,728
59,728
59,728
2006
60,000
1,635
61,635
61,635
$ 114,000
5 24,086
138,086
$455,000
$ 148,580 $603,580
$ 741,666
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10.411:71 r:�
CURRENT WATER AND SEWER RATES
MONTHLY WATER RATES (EFFECTIVE SEPTEMBER 14, 1995)
Homeowners 65 and Older
Inside City Limits
Outside City Limits and/or Disabled Persons
First 2,000 gallons $7.00 (Minimum)
$22.06 (Minimum) $4.30 (Minimum)
Over 2,000 gallons $2.59 Per 1,000 gallons
$3.00 Per 1,000 gallons 52.25 Per 1,000 gallons
HISTORICAL WATER CONSUMPTION (GALLONS)
8.50
Fiscal
11.70
Year
16.40
Ended Daily
Total Water
9 -30 Average
Usaee Revenue
1991 505,795
184,615,000 $ 457,649
1992 505,829
184,127,600 475,768
1993 592,725
216,344,512 556,075
1994 538,810
196,665,500 507,493
1995 582,451
212,544,700 546,755
MONTHLY SEWER RATES (EFFECTIVE SEPTEMBER 14, 1995) (l1
Inside City Limits
Residential
Homeowners over 65 and /or Disabled
Basic Charge: $6.00 plus $1.00 per 1,000 gallons Basic Charge: 53.00 plus 50.92 per 1,000 g allons
Commercial
Meter Size
Basic Charge "'
3/4" & 1"
56.00
1 -1/2"
7.15
2"
8.50
3"
11.70
4"
16.40
(1) Outside City rates - double City rate.
(2) Plus 51.00 per 1,000 gallons.
atr
M
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SIGNATURE IDENTIFICATION AND NO- LITIGATION CERTIFICATE
1w
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
We, the undersigned officers of the City of Kennedale, Texas (the "Issuer "), hereby
certify as follows:
0 (a) That this certificate is executed and delivered with reference to CITY OF
KENNEDALE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1996, dated March 1, 1996, in the principal amount of $455,000
(the "Certificates ").
(b) That we officially executed and signed said Certificates with our manual
signatures or by causing facsimiles of our manual signatures to be imprinted or litho-
graphed on each of said Certificates, and, if appropriate, we hereby adopt said facsimile
signatures as our own, respectively, and declare that said facsimile signatures constitute
our signatures the same as if we had manually signed each of said Certificates.
(c) That said Certificates are substantially in the form, and have been duly
executed and signed in the manner, prescribed in the Ordinance authorizing the issuance of
said Certificates.
(d) That at the time we so executed and signed said Certificates we were, and at
Jr the time of executing this certificate we are, the duly chosen, qualified and acting officers
indicated therein, and authorized to execute the same.
(e) That no litigation of any nature has been filed or is now pending to restrain
or enjoin the issuance or delivery of said Certificates, or which would affect the provision
" made for their payment or security, or in any manner questioning the proceedings or
authority concerning the issuance of the Certificates, and that so far as we know and
believe no such litigation is threatened.
(g) That neither the corporate existence nor boundaries of the Issuer is being
contested, that no litigation has been filed or is now pending which would affect the
authority of the officers of the Issuer to issue, execute, sign, and deliver said Certificates,
and that no authority or proceedings for the issuance of said Certificates have been re-
pealed, revoked or rescinded.
;W
40
(h) That we have caused the official seal of the Issuer to be impressed, or
printed, or lithographed on said Certificates; and said seal on said Certificates has been
duly adopted as, and is hereby declared to be, the official seal of the Issuer.
EXECUTED and delivered this
f
MANUAL SIGNATURES OFFICIAL TITLES
Mayor
t, �u-4 City Secretary
T
Execute either I or II below:
I. The signatures of the officers subscribed above
are hereby certified to be true and genuine.
V_.
Bank
Authorized Officer
(BANK SEAL) or (Initials of Authorized Officer if Bank
has no seal on premises )
II. Before me, on this day personally appeared the foregoing individuals, known to me
to be the persons whose names are subscribed to the foregoing instrument.
Given under my hand and seal of office this
}�� a LYNETTE WMDD
Natar p EN
• Y ubiic Notary Public
store of Texas
��.��'�`'• Commission Expires 5_)
5.98 (My Commission Expires , 5/5 7 •9
gr
(Notary Seal)
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CLOSING CERTIFICATE
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF KENNEDALE
We, the undersigned officers of said City, hereby certify as follows:
1. That this certificate is executed for and on behalf of said City with reference to the
issuance of the CITY OF KENNEDALE, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 1996, DATED MARCH 1, 1996, in the
principal amount of $455,000. This certificate is given in accordance with Section 8(e)(5) of
the Purchase Contract dated March 14, 1996 by and between the City and Service Asset
Management Company (the "Purchase Contact "). All capitalized terms used, but not defined,
herein shall have the meaning given in the Purchase Contract.
2. That, to the best of our knowledge and belief:
(i) the representations and warranties of the City contained in the Purchase
Contract are true and correct in all material respects on and as of the date hereof as
if made on the date hereof,
(ii) except to the extent disclosed in the Official Statement, no litigation is
pending or, to our knowledge, threatened in any court to restrain or enjoin the
issuance or delivery of the Certificates, or the levy, collection or application of the ad
valorem taxes or other revenues pledged or to be pledged to pay the principal of and
interest on the Certificates, or pledge thereof, or in any way contesting or affecting
the validity or authorization of the Certificates, the Ordinance or the Purchase
Contract, or contesting the creation, organization, existence or powers of the City,
or contesting in any way the accuracy, completeness or fairness of the Official
Statement;
I' (iii) no event affecting the City has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purpose for
which it is to be used or which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any respect; and
(iv) that, except as disclosed in the Official Statement, there has not been any
material and adverse change in the affairs or financial condition of the City since the
latest date as to which audited financial information is available.
SIGNED AND SEALED this A day of April, 1996
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City Administrator
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.� Norwest Bank Texas, N.A.
1601 Elm Street, Suite 4300
Dallas, Texas 75201
Attention: Corporate Trust Department
Re: City of Kennedale, Texas, Combination Tax and Revenue Certificates of
Obligation, Series 1996, $455,000
Ladies and Gentlemen:
The issuer and the purchaser of the captioned series of Certificates have designated
your bank as the place, and as their agent, for the delivery and payment of the Certificates.
Upon notice of their registration, you are hereby authorized and directed to receive the
Certificates from the Public Finance Division of the Office of the Comptroller of Public
Accounts, and to hold the Certificates for safekeeping pending said delivery and payment.
Upon your receipt of the final unqualified approving legal opinion of McCall,
Parkhurst & Horton L.L.P. as to the validity of the Certificates, you are authorized and
directed to deliver the Certificates to the purchasers thereof, Service Asset Management
I. Company, when you have received payment for the Certificates, in immediately available
funds, at a price of $455,012.20 plus accrued interest to the date of delivery, in the
amount of $3,377.17.
You are further authorized and directed to remit all of the aforesaid proceeds
received from the delivery and payment of the Certificates, immediately upon receipt, and
by the fastest means available, to the credit of the issuer of the Certificates, at its official
depository, as follows:
Central Bank and Trust,
Kennedale, Texas
Enclosed herewith are signed but undated copies of each of the RECEIPT FOR
PROCEEDS, SIGNATURE IDENTIFICATION AND NO- LITIGATION
CERTIFICATE and CLOSING CERTIFICATE for said series of Certificates. You are
hereby authorized and directed to date each of said documents concurrently with the date
of delivery of and payment for the Certificates.
,
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If any litigation or contest should develop or be filed, or if any event should occur, or any
knowledge should come to our attention, which would change or affect the veracity of the
statements and representations contained in any of said documents, the undersigned will
notify you thereof immediately by telephone and telegraph. With this assurance you can
rely on the absence of any such litigation, contest, event, or knowledge, and on the
veracity and currency of each of said documents at the time of delivery of and payment for
the Certificates, unless you are notified otherwise as aforesaid. After each of said
documents has been dated in accordance with the foregoing instructions, please send all of
them to McCall, Parkhurst & Horton L.L.P.
Sincerely yours,
CITY OF KE DALE, RXAS
By
Mayor
M
V
ci
RECEIPT FOR PROCEEDS
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
The undersigned hereby certifies as follows:
(a) That this certificate is executed and delivered with reference to
City of Kennedale, Texas, Combination Tax and Revenue Certificates of
Obligation, Series 1996, dated March 1, 1996, in the aggregate principal
amount of $455,000.
(b) That the undersigned is duly qualified to execute this receipt on behalf of
the issuer for the proceeds of the Certificates of Obligation.
(c) That said Certificates of Obligation have been duly delivered to the
purchaser thereof, Service Asset Management Company.
(d) That said Certificates of Obligation have been paid for in full by said
purchasers concurrently with the delivery of this certificate, and the issuer of said
Certificates of Obligation has received, and hereby acknowledges receipt of, the agreed
purchase price for said Certificates of Obligation, being $ 5 5 , n 1, , 0- plus accrued
interest in the amount of $ 3 , 3 7 7 . 17 .
EXECUTED and delivered this a day of April, 1996
Mayor
March 14, 1996
The Attorney General of Texas
Public Finance Division
300 W. 15th Street, 10th Floor
Austin, Texas 78701
The Comptroller of Public Accounts
Public Finance Division
Capitol Station
Austin, Texas 78774
Re: City of Kennedale, Texas Combination Tax and Revenue Certificates of
Obligation, Series 1996, $455,000
To the Attorney General:
The initial certificates of the captioned issue of Certificates of Obligations are
being sent to your office, and it is requested that you examine and approve the Certificates
in accordance with law. After such approval, please deliver the Certificates to the
Comptroller of Public Accounts for registration.
Enclosed herewith are signed but undated copies of the SIGNATURE
IDENTIFICATION AND NO- LITIGATION CERTIFICATE for said Certificates. You
are hereby authorized and directed to date said CERTIFICATE concurrently with the date
of approval of the Certificates. If any litigation or contest should develop pertaining to the
Certificates or any other matters covered by said CERTIFICATE, the undersigned will
notify you thereof immediately by telephone. With this assurance you can rely on the
absence of any such litigation or contest, and on the veracity and currency of said
CERTIFICATE, at the time you approve the Certificates, unless you are notified other-
wise as aforesaid.
' To the Comptroller of Public Accounts:
WLJ
The approved Certificates of the captioned series will be delivered to you by the
Attorney General of Texas. You are hereby requested to register the Certificates as
required by law and by the proceedings authorizing the Certificates.
After such registration you are hereby authorized and directed to ship the
Certificates together with four copies of each the Attorney General's Approving Opinion
and the Comptroller's Registration Certificate by overnight delivery service to: McCall,
Parkhurst & Horton L.L.P., 717 North Harwood, Ninth Floor, Dallas, Texas 75201,
Attention: Dan S. Culver.
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Your statement for service should be sent to: First Southwest Company, 1700
Pacific Avenue, 5th Floor, Dallas, Texas 75201, Attention: Jason Wilcox.
Sincerely yours,
CITY OF KENNEDALE, TEXAS
By
Mayor
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I
NO- ARBITRAGE CERTIFICATE
1. In General
I.I. The undersigned is the Mayor of the City of Kennedale, Texas (the "Issuer ").
1.2. This Certificate is executed for the purpose of establishing the reasonable expectations of
10 the Issuer as to future events regarding the Issuer's Combination Tax and Revenue Certificates of
Obligation, Series 1996 (the "Certificates "). The Certificates are being issued pursuant to an ordinance
of the Issuer (the "Ordinance") adopted on the date of sale of the Certificates. The Ordinance is
incorporated herein by reference.
1.3. To the best of the undersigned's knowledge,_ information and belief, the expectations
contained in this Certificate are reasonable.
1.4. The undersigned is an officer of the Issuer delegated with the responsibility of issuing and
delivering the Certificates.
1.5. The undersigned is not aware of any facts or circumstances that would cause him to
question the accuracy of the representations made by Service Asset Management Company (the
"Purchaser ") in Section 5 of this Certificate.
2. The Puraose of the Certificates.
E,
2.1. The Certificates are being issued pursuant to the Ordinance (a) to provide for the payment
of costs of issuing the Certificates, and (b) to pay, in whole or in part, contractual obligations for the
acquisition of a fire truck and acquisition and construction of certain improvements for its water system,
including the acquisition of well control equipment and the relocation of water lines in the Issuer (the
"Project").
2.2. All earnings, such as interest and dividends, received from the investment of the proceeds
of the Certificates during the period of acquisition and construction of the Project and not used to pay
interest on the Certificates, will be used to pay the costs of the Project, unless required to be rebated and
paid to the United States in accordance with section 148(f) of the Internal Revenue Code of 1986 (the
"Code"
2.3. The proceeds of the Certificates, together with any investment earnings thereon, are
expected not to exceed the amount necessary for the governmental purpose of the Certificates.
3. Temporary Period and Hedge Bond
3.1. The Issuer will incur, within six months after the date of issue of the Certificates, a binding
obligation to commence the Project, either by entering into contracts for the construction of the Project
or by entering into contracts for architectural or engineering services for such Project, or contracts for
the development, purchase of construction materials, or purchase of equipment, for the Project, with the
amount to be paid under such contracts to be in excess of five percent of the proceeds which are
estimated to be used for the cost of the Project.
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3.2. After entering into binding obligations, work on such Project will proceed promptly with
due diligence to completion.
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3.3. All original proceeds derived from the sale of the Certificates to be applied to the Project
and all investment earnings thereon (other than any amounts required to be rebated to the United States
pursuant to section 148(f) of the Code) will be expended for the Project no later than a date which is
three years after the date of issue of the Certificates.
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3.4. The Issuer will not invest the proceeds in any guaranteed investment contract or other
nonpurpose investment with a substantially guaranteed yield for a period equal to or greater than four
years.
4. Interest and Sinking Fund
4.1. A separate and special Interest and Sinking Fund has been created and established solely
to pay the principal of and interest on the Certificates, with a portion of the Interest and Sinking Fund
constituting a bona fide debt service fund for the Certificates, and money deposited into the Interest and
Sinking Fund for the Certificates will not be invested at a yield higher than the yield on the Certificates,
except during the thirteen month period beginning on the date of each such deposit of money, and the
` amounts received from the investment of money in the Interest and Sinking Fund will not be invested at
a yield higher than the yield on the Certificates, except during the one year period beginning on the date
of receipt of such amounts; provided, however, and except that, if any money so deposited, and any
amounts received from the investment thereof, are accumulated in the Interest and Sinking Fund and
remain on hand in the Interest and Sinking Fund after thirteen months from the date of deposit of any
such money or one year after the receipt of any such amounts from the investment thereof, such money
and amounts, to the extent of an aggregate not exceeding the lesser of 5 percent of the proceeds of the
Certificates or $100,000 will not be subject to investment yield restrictions, and shall constitute a
separate portion of the Interest and Sinking Fund.
4.2. It is expected that a portion of the Interest and Sinking Fund will be used primarily to
achieve a proper matching of revenues collected for the Certificates and debt service on the Certificates
within each bond year, and it is expected that such portion of the Interest and Sinking Fund will be
depleted once a year on a first -in - first -out basis, except for a possible carryover amount which will not
exceed the greater of one year's earnings on such fund or 1/12 of annual debt service payable from such
fund, but any money and amounts which may be accumulated in the Interest and Sinking Fund, to
constitute a debt service reserve fund for the Certificates as described in Section 4. 1, above, shall
constitute a separate portion of the Interest and Sinking Fund, and will not be depleted annually, and will
not be subject to yield restrictions; provided that in no event will such debt service reserve fund portion
of the Interest and Sinking Fund ever exceed the lesser of 5 percent of the proceeds of the Certificates
or $100,000.
'W 5. Yield
All of the Certificates have been the subject of a bona fide initial offering to the public (excluding
bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at prices no higher or at yields no lower than that shown on the cover of the Official
Statement. At least 10 percent of the principal amount of each maturity of the Certificates were sold to
the public (excluding such bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at an initial offering price or yield not greater than the price or
W 2
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not lower than the yield shown on the cover of the Official Statement for such maturity. The Official
Statement is included in the transcript for the Certificates and is incorporated herein by reference.
6. Invested Sinking Fund Proceeds, Replacement Proceeds
6.1. The Issuer has, in addition to the moneys received from the sale of the Certificates, certain
other moneys that are invested in various funds which are pledged for various purposes. These other
funds are not available to accomplish the purposes described in Section 2 of this Certificate.
6.2. Other than the hite<est and Sinking Fund, there are, and will be, no other funds or accounts
established, or to be established, by or on behalf of the Issuer (a) which are reasonably expected to be
used, or to generate earnings to be used, to pay debt service on the Certificates, or (b) which are reserved
or pledged as collateral for payment of debt service on the Certificates and for which there is reasonable
assurance that amounts therein will be available-to pay such debt service if the Issuer encounters
financial difficulties. Accordingly, there are no other amounts constituting "gross proceeds" of the
Certificates, within the meaning of section 148 of the Code.
Other Obligations
There are no other obligations of the Issuer which (a) are sold at substantially the same time as
the Certificates (i.e., within 15 days of the date of sale of the Certificates), (b) are sold pursuant to a
common plan of financing with the Certificates, and (c) will be payable from the same source of funds
as the Certificates.
8. Rebate to United States
The Issuer has covenanted in the Ordinance that it will comply with the requirements of the Code,
including section 148(f) of the Code, relating to the required rebate to the United States. Specifically,
the Issuer will take steps to ensure that all earnings on gross proceeds of the Certificates in excess of the
yield on the Certificates required to be rebated to the United States will be timely paid to the United
States. The Issuer acknowledges receipt of the memorandum attached hereto as Exhibit "A" which
discusses regulations promulgated pursuant to section 148(f) of the Code. This memorandum does not
constitute an opinion of Bond Counsel as to the proper federal tax or accounting treatment of any
specific transaction.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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DATED: �fj (-� , 1
CITY OF KENNEDALE, TEXAS
B
Mayor
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The undersigned represents that to the best of the undersigned's knowledge, information and
belief, the representations contained in Section 5 of this No-Arbitrage Certificate are accurate.
SERVICE ASSET MANAGEMENT COMPANY
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3100 ONE AMERICAN CENTER
AUSTIN, TEXAS 78701.3248
TELEPHONE 512 475-3605
F/,CSIMILE, 512 472 -0871
Exhibit "A"
LAW OFFICES
MCCALL, PARKHURST & HORTON L.L.P.
717 NORTH HARWOOD
NINTH FLOOR
DALLAS, TEXAS 75201.6587
TELEPHONE. 214 220.2630
F &C-1- 2MI 7549250
January 1, 1995
1225 ONE RIVERWALK PLACE
SAN ANTONIO. TEXAS 78205-3503
TELEPHONE 210 225 -2500
FACSIMILE 210 225.2984
ARBITRAGE REBATE - REGULATIONS
The Tax Reform Act of 1986 amended the provisions of the Internal Revenue Code by
providing a newly- enacted section 148(f) of the Internal Revenue Code of 1986 (the "Code "),
relating to arbitrage rebate. This arbitrage rebate requirement generally provides that in order
for interest on any issue of obligations to be excluded from gross income (i.e., tax - exempt) the
issuer must rebate to the United States the sum of, (1) the excess of the amount earned on all
"nonpurpose investments" acquired with "gross proceeds" of the issue over the amount which
would have been earned if such investments had been invested at a yield equal to the yield on
„ the issue, and (2) the earnings on such excess earnings. These rules are substantially similar
to the rules which, prior to the Tax Reform Act of 1986, applied to industrial development bonds
and mortgage revenue bonds.
Section 148(f) of the Code has been amended by several subsequent tax acts, most
notably, the Revenue Reconciliation Acts of 1989 and 1990. These amendments primarily
0 provided a special exception to rebate for certain construction issues, as discussed under the
heading "Exceptions to Rebate."
On June 18, 1993, the U.S. Treasury Department promulgated regulations relating to the
computation of arbitrage rebate and the rebate exceptions. These regulations, which replace the
W previously- published regulations promulgated on May 15, 1989, and on May 18, 1992, are
effective for bonds issued after June 30, 1993. These newly - promulgated regulations also
replace the arbitrage regulations, other than those relating to rebate, which were published in
1978. This memorandum was prepared by McCall, Parkhurst & Horton L.L.P. and provides a
general discussion of the arbitrage rebate regulations. This memorandum does not otherwise
discuss the general arbitrage regulations, other than as they may incidentally relate to rebate.
This memorandum also does not attempt to provide an exhaustive discussion of the arbitrage
rebate regulations and should not be considered advice with respect to the arbitrage rebate
requirements as applied to any individual or governmental unit or any specific transaction.
McCall, Parkhurst & Horton L.L.P. remains available to provide legal advice to issuers with
respect to the provisions of these tax regulations but recommends that issuers seek competent
Copyright 1993 by Harold T. Flanagan, McCall, Parkhurst & Horton L.L.P. All rights reserved.
r
financial and accounting assistance in calculating the amount of such issuer's rebate liability
under section 148(f) of the Code and in making elections to apply the rebate exceptions.
In this memorandum the word "bond" is defined to include any bond, note, certificate,
financing lease or other obligation of an issuer.
Effective Dates
The regulations promulgated on June 18, 1993, generally apply to bonds delivered after
June 30, 1993, but, as discussed below, also permit an issuer to elect to apply the newly -
promulgated rules to bonds issued prior to that date. The temporary regulations adopted by the
U.S. Treasury Department in 1989 and 1992 incorporated the same effective dates which
generally apply for purposes of section 148(f) of the Code. The statutory provisions of section
148(f) of the Code, other than the exception for construction issues, apply to all bonds issued
after August 15, 1986, (for private activity bonds) and August 31, 1986, (for governmental public
purpose bonds). As such, the previous versions of the rebate regulations generally applied to
bonds issued between August 1986 and June 30, 1993 (or, with an election, to bonds issued prior
to August 15, 1993). The statutory exception to rebate applicable to construction issues generally
applies to such issues if delivered after December 19, 1989.
The newly - promulgated regulations provide numerous transitional rules for bonds sold
prior to July 1, 1993. Moreover, since, under prior law, rules were previously published with
respect to industrial development bonds and mortgage revenue bonds, the transitional rules
contained in these newly - promulgated regulations permit an issuer to elect to apply certain of
these rules for computing rebate on pre -1986 bonds. The regulations provide for numerous
elections which would permit an issuer to apply the newly - promulgated rules (other than 18 -month
spending exception) to bonds which were issued prior to July 1, 1993 and remain outstanding on
June 30, 1993. Due to the complexity of the regulation, it is impossible to discuss in this
memorandum all circumstances for which specific elections are provided. If an issuer would
prefer, in certain circumstances, to use the newly - promulgated regulations in lieu of the
computational method stated under prior law (e.g., due to prior redemption) or the previously -
published regulations, please contact McCall, Parkhurst & Horton L.L.P. for advice as to the
availability of such options.
Future Value Computation Method
,.
The regulations employ an actuarial method for computing the rebate amount based on
the future value of the investment receipts (i.e., earnings) and payments. The rebate method
employs a two -step computation to determine the amount of the rebate payment. First, the issuer
determines the bond yield. Second, the issuer determines the arbitrage rebate amount. The
regulations require that the computations be made at the end of each five -year period and upon
final maturity of the issue (the "computation dates "). THE FINAL MATURITY DATE WILL
ACCELERATE IN CIRCUMSTANCES IN WHICH THE BONDS ARE OPTIONALLY REDEEMED
PRIOR TO MATURITY. AS SUCH, IF BONDS ARE REFUNDED OR OTHERWISE
REDEEMED, THE REBATE MAY BE DUE EARLIER THAN INITIALLY PROJECTED. In order
to accommodate accurate record- keeping and to assure that sufficient amounts will be available
for the payment of arbitrage rebate liability, however, we recommend that the computations be
performed at least annually.
McCall, Parkhurst & Horton L.L.P. - Page 2
4W
Under the future value method, the amount of rebate is determined by compounding the
aggregate earnings on all the investments from the date of receipt by the issuer to the
computation date. Similarly, a payment for an investment is future valued from the date that the
payment is made to the computation date. The receipts and payments are future valued at a
discount rate equal to the yield on the bonds. The rebatable arbitrage, as of any computation
date, is equal to the excess of the (1) future value of all receipts (i.e., earnings) from investments,
over (2) the future value of all payments.
The following example is provided in the regulations to illustrate how arbitrage rebate is
computed under the future value method for a fixed -yield bond:
"On January 1, 1994, City A issues a fixed yield issue and invests all the sale
proceeds of the issue ($49 million). There are no other gross proceeds. The
issue has a yield of 7.0000 percent per year, compounded semiannually
(computed on a 30 day month /360 day year basis). City A receives amounts
from the investment and immediately expends them for the governmental
purpose of the issue as follows:
Date Amount
2/1/1994
$3,000,000
4/1/1994
5,000,000
6/1/1994
14,000, 000
9/1/1994
20, 000, 000
7/1/1995
10,000,000
1W
City A selects a bond year ending on January 1, and thus the first required
computation date is January 1, 1999. The rebate amount as of this date is
computed by determining the future value of the receipts and the payments for
the investment. The compounding interval is each 6 -month (or shorter) period
and the 30 day month /360 day year basis is used because these conventions
were used to compute yield on the issue. The future value of these amounts,
plus the computation credit, as of January 1, 1999, is:
Date
Receipts (Payments)
1/1/1994
($49,000,000)
2/1/1994
3,000,000
4/1/1994
5,000,000
6/1/1994
14,000,000
9/1/1994
20,000,000
1/1/1995
(1
7/1/1995
10,000,000
1/1/1996
(1,000)
FY (7.0000 percent)
($69,119,339)
4,207,602
6,932,715
19,190,277
26,947,162
(1,317)
12,722,793
(1,229
Rebate amount (1/01/1999)
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5878,664
McCall, Parkhurst & Horton L.L.P. - Page 3
General Method for Computing Yield on Bonds
In general, the term "yield," with respect to a bond, means the discount rate that when
used in computing the present value of all unconditionally due payments of principal and interest
and all of the payments for a qualified guarantee produces an amount equal to the present value
of the issue price of the bond. For this purpose, the term "issue price" has the same meaning as
provided in sections 1273 and 1274 of the Code. That is, if bonds are publicly offered (i.e., sold
by the issuer to a bond house, broker or similar person acting in the capacity of underwriter or
wholesaler), the issue price of each bond is determined on the basis of the initial offering price
to the public (not to the aforementioned intermediaries) at which price a substantial amount of
such bond was sold to the public (not to the aforementioned intermediaries). The "issue price"
is separately determined for each bond (i.e., maturity) which comprises an issue.
br The regulations also provide varying periods for computing yield on the bonds depending
on the method by which the interest payment is determined. Thus, for example, yield on an issue
of bonds sold with variable interest rates (i.e., interest rates which are reset periodically based
on changes in market) is computed separately for each annual period ending on the first
anniversary of the delivery date that the issue is outstanding. In effect, yield on a variable yield
issue is determined on each computation date by "looking back" at the interest payments for such
period. The regulations, however, permit an issuer of a variable -yield issue to elect to compute
the yield for annual periods ending on any date in order to permit a matching of such yield to the
expenditure of the proceeds. Any such election must be made in writing, is irrevocable, and must
be made no later than the earlier of (1) the fifth anniversary date, or (2) the final maturity date.
Yield on a fixed interest rate issue (i.e., an issue of bonds the interest rate on which is
determined as of the date of the issue) is computed over the entire term of the issue. Issuers of
fixed -yield issues generally use the yield computed as of the date of issue for all rebate
computations. Such yield on fixed -yield issues generally is recomputed only if (1) the issue is
sold at a substantial premium, may be retired within five years of the date of delivery, and such
date is earlier than its scheduled maturity date, or (2) the issue is a stepped- coupon bond. In
such cases, the regulations require the issuer to recompute the yield on such issues by taking
into account the early retirement value of the bonds. Similarly, recomputation occurs in
circumstances in which the issuer or bondholder modify or waive certain terms of, or rights with
respect to, the issue or in sophisticated hedging transactions. IN SUCH CIRCUMSTANCES.
ISSUERS ARE ADVISED TO CONSULT McCALL PARKHURST & HORTON L.L.P. TO
1W ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF THESE TRANSACTIONS.
For purposes of determining the principal or redemption payments on a bond, different
rules are used for fixed -rate and variable -rate bonds. The payment is computed separately on
each maturity of bonds rather than on the issue as a whole. In certain circumstances, the yield
on the bond is determined by assuming that principal on the bond is paid as scheduled and that
the bond is retired on the final maturity date for the stated retirement price_. For bonds subject to
early redemption or stepped - coupon bonds, described above, or for bonds subject to mandatory
early redemption, the yield is computed assuming the bonds are paid on the early redemption
date for an amount equal to their value.
Section 148 of the Code provides that premiums paid to guarantee the payment of debt
service on bonds are taken into account in computing the yield on the bond. Payments for
McCall, Parkhurst & Horton L.L.P. - Page 4
1W
guarantees are taken into account by treating such premiums as the payment of interest on the
bonds. This treatment, in effect, raises the yield on the bond, thereby permitting the issuer to
1W recover such fee with excess earnings.
The guarantee must be an unconditional obligation of the guarantor enforceable by the
bondholder for the payment of principal or interest on the bond or the tender price of a tender
bond. The guarantee may be in the form of an insurance policy, surety bond, irrevocable letter
or line of credit, or standby purchase agreement. Importantly, the guarantor must be legally
entitled to full reimbursement for any payment made on the guarantee either immediately or upon
commercially reasonable repayment terms. The guarantor may not be a co- obligor of the bonds
or a user of more than 10 percent of the proceeds of the bonds.
Payments for the guarantee may not exceed a reasonable charge for the transfer of
credit risk. This reasonable charge requirement is not satisfied unless it is reasonably expected
that the guarantee will result in a net present value savings on the bond (i.e., the premium does
not exceed the present value of the interest savings resulting by virtue of the guarantee). If the
guarantee is entered into after June 14, 1989, then any fees charged for the nonguarantee
services must be separately stated or the guarantee fee is not recoverable.
The regulations also treat certain "hedging" transactions in a manner similar to qualified
guarantees. "Hedges" are contracts, e.g., interest rate swaps, futures contracts or options, which
are intended to reduce the risk of interest rate fluctuations. Hedges and other financial
derivatives are sophisticated and ever - evolving financial products with which a memorandum,
such as this, can not readily deal. IN SUCH CIRCUMSTANCES, ISSUERS ARE ADVISED TO
CONSULT McCALL PARKHURST & HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME
TAX CONSEQUENCES OF THESE TRANSACTIONS.
Earnings on Nonpurpose Investments
The arbitrage rebate provisions apply only to the receipts from the investment of "gross
proceeds" in "nonpurpose investments." For this purpose, nonpurpose investments are stock,
bonds or other obligations acquired with the gross proceeds of the bonds for the period prior to
the use of the gross proceeds for its ultimate purpose. For example, investments deposited to
construction funds, reserve funds (including surplus taxes or revenues deposited to sinking
funds) or other similar funds are nonpurpose investments. Such investments include only those
which are acquired with "gross proceeds." For this purpose, "gross proceeds" include original
proceeds received from the sale of the bonds, investment earnings from the investment of such
original proceeds, amounts pledged to the payment of debt service on the bonds or amounts
actually used to pay debt service on the bonds. The regulations do not provide sufficient amount
of guidance to include an exhaustive list of "gross proceeds" for this purpose; however, it can be
assumed that "gross proceeds" represent all amounts received from the sale of bonds, amounts
earned as a result of such sale or amounts (including taxes and revenues) which are used to pay,
or secure the payment of, debt service for the bonds. The total amount of "gross proceeds"
allocated to a bond generally can not exceed the outstanding principal amount of the bonds.
The regulations provide generally that an investment is allocated to an issue for the
period (1) that begins on the date gross proceeds are used to acquire the investment, and (2) that
ends on the date such investment ceases to be allocated to the issue. In general, proceeds are
McCall, Parkhurst & Horton L.L.P. - Page 5
R']
allocated to a bond issue until expended for the ultimate purpose for which the bond was issued
or for which such proceeds are received (e.g., construction of a bond - financed facility or payment
of debt service on the bonds). Deposit of gross proceeds to the general fund of the issuer (or
other fund in which they are commingled with revenues or taxes) does not alleviate the obligation
to compute rebate in most cases. As such, proceeds commingled with the general revenues of
the issuer are not 'Treed-up" from the rebate obligation. An exception to this commingling
limitation for bonds, other than private activity bonds, permits "investment earnings" (but not sale
proceeds or other types of gross proceeds) to be considered spent when deposited to a
commingled fund if those amounts are reasonably expected to be spent within six months. Other
than for these amounts, issuers may consider segregating investments in order to more easily
compute the amount of such arbitrage earnings by not having to allocate investments.
Special rules are provided for purposes of advance refundings. These rules are too
,,,. complex to discuss in this memorandum. Essentially, the rules relating to refundings, however,
do not require that amounts deposited to the escrow fund to defease the prior obligations of the
issuer be subject to arbitrage rebate to the extent that the investments deposited to the escrow
fund do not have a yield in excess of the yield on the bonds. Any loss resulting from the
investment of proceeds in an escrow fund below the yield on the bonds, however, may be
recovered by combining those investments with investments deposited to other funds, e.g.,
10 reserve or construction funds.
The arbitrage regulations also provide that the investment of bond proceeds in tax -
exempt obligations does not result in arbitrage. The provisions of the Technical and
Miscellaneous Revenue Act of 1988, however, amended that rule by providing that investment
of bond proceeds in "private activity bonds" (i.e., bonds subject to the alternative minimum tax
under section 57(a)(5) of the Code) are treated as investments in taxable obligations. As such,
earnings from these tax - exempt investments are subject to rebate.
Similarly, the investment of gross proceeds in certain tax- exempt mutual funds are
treated as a direct investment in the tax- exempt obligations deposited in such fund. While issuers
IV may invest in such funds for purposes of avoiding arbitrage rebate, they should be aware that if
"private activity bonds" are included in the fund then a portion of the earnings will be subject to
arbitrage rebate. Issuers should be prudent in assuring that the funds do not contain private
activity bonds.
The arbitrage regulations provide a number of instances in which earnings will be
imputed to the nonpurpose investments. Receipts generally will be imputed to investments that
do not bear interest at an arm's - length (i.e., market) interest rate. As such, the regulations adopt
a "market price" rule. In effect, this rule prohibits an issuer from investing bond proceeds in
investments at a price which is higher than the market price of comparable obligations, in order
to reduce the yield. Special rules are included for determining the market price for investment
contracts, certificates of deposit and certain U.S. Treasury obligations.. For example, to establish
the fair market value of investment contracts a bidding process between three qualified bidders
must be used. The fair market value of certificates of deposit which bear a fixed interest rate and
are subject to an early withdrawal penalty is its purchase price if that price is not less than the
yield on comparable U.S. Treasury obligations and is the highest yield available from the
institution. In any event, a basic "common sense" rule -of -thumb that can be used to determine
whether a fair market value has been paid is to ask whether the general funds of the issuer would
1W
McCall, Parkhurst & Horton L.L.P. - Page 6
be invested at the same yield. An exception to this market price rule is available for United States
Treasury Obligations - State or Local Government Series in which case the purchase price is
always the market price.
Reimbursement and Working Capital
The final regulations provide new rules for purposes of determining whether gross
proceeds are used for working capital and, if so, at what times those proceeds are considered
spent. In general, working capital financings are subject to many of the same rules that have
existed since the mid- 1970s. For example, the regulations generally continue the 13 -month
temporary period. By adopting a "proceeds- spent -last' rule, the regulations also generally require
that an issuer actually incur a deficit (i.e., expenditures must exceed receipts) for the computation
period (which generally corresponds to the issuer's fiscal year). Also, the regulations continue
to permit an operating reserve, but unlike prior regulations She amount of such reserve may not
exceed five percent of the issuer's actual working capital expenditures for the prior fiscal year.
Another change made by the regulations is that the issuer may not finance the operating reserve
with proceeds of a tax- exempt obligation.
Importantly, the regulations also adopt rules for determining whether proceeds used to
reimburse an issuer for costs paid prior to the date of issue of the obligation, in fact, are
considered spent at the time of reimbursement. These rules apply to an issuer who uses general
revenues for the payment of all or a portion of the costs of a project then uses the proceeds of
the bonds to reimburse those general revenues. Failure to comply with these rules would result
in the proceeds continuing to be subject to federal income tax restrictions, including rebate.
To qualify for reimbursement, a cost must be described in an expression (e.g., resolution,
legislative authorization) evidencing the issuer's intent to reimburse which is made no later than
60 days after the payment of the cost. Reimbursement must occur no later than 18 months after
the later of (1) the date the cost is paid or (2) the date the project is placed in service. Except for
projects requiring an extended construction period or small issuers, in no event can a cost be
reimbursed more than three years after the cost is paid.
Reimbursement generally is not permitted for working capital; only capital costs, grants
and loans may be reimbursed. Moreover, certain anti -abuse rules apply to prevent issuers from
avoiding the limitations on refundings. IN CASES INVOLVING WORKING CAPITAL OR
REIMBURSEMENT, ISSUERS ARE ADVISED TO CONTACT McCALL, PARKHURST &
HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF THE
TRANSACTION.
Rebate Payments
Rebate, payments generally are due 60 days.after each installment. computation date.
The interim computation dates occur each fifth anniversary of the issue date. The final
computation date is on the latest of (1) the date 60 days after the date the issue of bonds is no
longer outstanding, (2) the date eight months after the date of issue for certain short-tern
obligations (i.e., obligations retired within three years), or (3) the date the issuer no longer
reasonably expects any spending exception, discussed below, to apply to the issue. On such
payment dates, other than the final payment date, an issuer is required to pay 90 percent of the
McCall, Parkhurst & Horton L.L.P. - Page 7
V
rebatable arbitrage to the United States. On the final payment date, an issuer is required to pay
100 percent of the remaining rebate liability.
Failure to timely pay rebate does not necessarily result in the loss of tax - exemption. Late
payments, however, are subject to the payment of interest, and unless waived, a penalty of 50
percent (or, in the case of private activity bonds, other than qualified 501(c)(3) bonds, 100
percent) of the rebate amount which is due. IN SUCH CIRCUMSTANCES, ISSUERS ARE
ADVISED TO CONSULT McCALL, PARKHURST & HORTON L.L.P. TO ADDRESS THE
FEDERAL INCOME TAX CONSEQUENCES OF THESE TRANSACTIONS.
Rebate payments are refundable. The issuer, however, must establish to the satisfaction
of the Commissioner of the Internal Revenue Service that the issuer paid an amount in excess
of the rebate and that the recovery of the overpayment on that date would not result in additional
�. rebatable arbitrage. An overpayment of less than $5,000 may not be recovered before the final
computation date.
Alternative Penalty Amount
In certain" cases, an issuer of a bond the proceeds of which are to be used for
construction may elect to pay a penalty, in lieu of rebate. The penalty may be elected in
circumstances in which the issuer expects to satisfy the two -year spending exception which is
more fully described under the heading "Exceptions to Rebate." The penalty is payable, if at all,
within 60 days after the end of each six -month period. This is more often than rebate. The
election of the alternative penalty amount would subject an issuer, which fails the two -year spend-
out requirements, to the payment of a penalty equal to one and one -half of the excess of the
amount of proceeds which was required to be spent during that period over the amount which
was actually spent during the period.
The penalty has characteristics which distinguish it from arbitrage rebate. First, the
penalty would be payable without regard to whether any arbitrage profit is actually earned.
Second, the penalty continues to accrue until either (1) the appropriate amount is expended or
(2) the issuer elects to terminate the penalty. To be able to terminate the penalty, the issuer must
meet specific requirements and, in some instances, must pay an additional penalty equal to three
percent of the unexpended proceeds.
Exceptions to Rebate
The Code and regulations provide certain exceptions to the requirement that the excess
investment earnings be rebated to the United States.
a. Small Issuers The first exception provides that if an issuer (together with all
subordinate issuers) - during a .calendar year does not issue tax - exempt obligations in an
aggregate face amount exceeding $5 million, then the obligations are not subject to rebate. Only
issuers with general taxing powers may take advantage of this exception. For this purpose,
"private activity bonds" neither are afforded the benefit of this exception nor are taken into
account for purposes of determining the amount of bonds issued. Subordinate issuers are those
issuers which derive their authority to issue bonds from the same issuer, e.g., a city and a health
0 McCall, Parkhurst & Horton L.L.P. - Page 8
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K2
facilities development corporation, or which are controlled by the same issuer, e.g., a state and
the board of a public university.
b. Spending Exceptions
Six -Month Exception The second exception to the rebate requirement is available
to all tax- exempt bonds, all of the gross proceeds of which are expended during six months. The
six month rule is available to bonds issued after the effective date of the Tax Reform Act of 1986.
See the discussion of effective dates on page two. For this purpose, proceeds used for the
redemption of bonds (other than proceeds of a refunding bond deposited to an escrow fund to
discharge refunded bonds) can not be taken into account as expended. As such, bonds with
excess gross proceeds generally can not satisfy the second exception unless the amount does
not exceed the lesser of five percent or $100,000 and such de minimis amount must be expended
within one year.
Certain gross proceeds are not subject to the spend -out requirement, including amounts
deposited to a bona fide debt service fund, to a reserve fund and amounts which become gross
proceeds received from purpose investments. These amounts themselves, however, may be
subject to rebate even though the originally expended proceeds were not.
The Code provides a special rule for tax and revenue anticipation notes (i.e., obligations
issued to pay operating expenses in anticipation of the receipt of taxes and other revenues).
Such notes are referred to as TRANs. To determine the timely expenditure of the proceeds of
a TRAN, the computation of the "cumulative cash flow deficit' is important. If the "cumulative
. cash flow deficit' (i.e., the point at which the operating expenditures of the issuer on a cumulative
basis exceed the revenues of the issuer during the fiscal year) occurs within the first six months
of the date of issue and must be equal to at least 90 percent of the proceeds of the TRAN, then
the notes are deemed to satisfy the exception. This special rule requires, however, that the deficit
actually occur, not that the issuer merely have an expectation that the deficit will occur. In lieu
of the statutory exception for TRANs, the regulations also provide a second exception. Under
"" this exception, 100 percent of the proceeds must be spent within six months, but before note
proceeds can be considered spent, all other available amounts of the issuer must be spent first
( "proceeds- spent -last' rule). In determining whether all available amounts are spent, a
reasonable working capital reserve equal to five percent of the prior year's expenditures may be
set aside and treated as unavailable.
18 -Month Exception The regulations also establish a non - statutory exception to
arbitrage rebate if all of the gross proceeds (including investment earnings) are expended within
18 months after the date of issue. Under this exception, 15 percent of the gross proceeds must
be expended within a six -month spending period, 60 percent within a 12 -month spending period
and 100 percent within an 18 -month spending period. The rule permits an issuer to rely on its
reasonable expectations, for computing investment earnings which are included as gross
proceeds during the first and second spending period. A reasonable retainage not to exceed five
percent of the sale proceeds of the issue is not required to be spent within the 18 -month period
but must be expended within 30 months. Rules similar to the six -month exception relate to the
definition of gross proceeds.
McCall, Parkhurst & Horton L.L.P. - Page 9
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ICA
Two Year Exception Bonds issued after December 19, 1989 (i.e., the effective date
of the Omnibus Reconciliation Act of 1989), at least 75 percent of the net proceeds of which are
to be used for construction, may be exempted from rebate if the gross proceeds are spent within
two years. Bonds more than 25 percent of the proceeds of which are used for acquisition or
working capital may not take advantage of this exception. The exception applies only to
governmental bonds, qualified 501(c)(3) bonds and private activity bonds for governmentally -
owned airports and docks and wharves. The two-year exception requires that at least 10 percent
of the available construction proceeds must be expended within six months after the date of
issue, 45 percent within 12 months, 75 percent within 18 months and 100 percent within 24
months. The term "available construction proceeds" generally means sale proceeds of the bonds
together with investment earnings less amounts deposited to a qualified reserve fund or used to
pay costs of issuance. Under this rule, a reasonable retainage not to exceed five percent need
not be spent within 24 months but must be spent within 36 months.
The two -year rule also provides for numerous elections which must be made not later
than the date of issuance of the bonds. Once made, the elections are irrevocable. Certain
elections permit an issuer to bifurcate bond issues, thereby treating only a portion of the issue as
a qualified construction bond; and, permit an issuer to disregard earnings from reserve funds for
purposes of determining "available construction proceeds." Another election permits an issuer
to pay the alternative penalty amount discussed above in lieu of rebate if the issuer ultimately fails
to satisfy the two -year rule. Issuers should discuss these elections with their financial advisors
prior to issuance of the bonds. Of course, McCall, Parkhurst & Horton L.L.P. remains available
to assist you by providing legal interpretations thereof.
c. Debt Service Funds Additionally, an exception to the rebate requirement, whether
or not any of the previously discussed exceptions are available, applies for earnings on "bona fide
debt service funds." A "bona fide debt service fund" is one in which the amounts are expended
within 13 months of the accumulation of such amounts by the issuer. In general, most interest
and sinking funds (other than any excess taxes or revenues accumulated therein) satisfy these
requirements. For private activity bonds, short term bonds (i.e., have a term of less than five
years) or variable rate bonds, the exclusion is available only if the gross earnings in such fund
does not exceed $100,000, for the bond year. For other bonds issued after November 11, 1988,
no limitation is applied to the gross earnings on such funds for purposes of this exception.
Therefore, subject to the foregoing discussion, the issuer is not required to take such amounts
into account for purposes of the computation.
FOR BONDS ISSUED AFTER THE EFFECTIVE DATE OF THE TAX REFORM ACT OF 1986
WHICH WERE OUTSTANDING AS OF NOVEMBER 11, 1988, OTHER THAN PRIVATE
ACTIVITY BONDS, SHORT TERM BONDS OR VARIABLE RATE BONDS, A ONE -TIME
ELECTION MAY BE MADE TO EXCLUDE EARNINGS ON "BONA FIDE DEBT SERVICE
FUNDS" WITHOUT REGARD TO THE $100,000, LIMITATION. THE ELECTION MUST BE
MADE IN WRITING. (AND.- MAINTAINED AS PART OF THE ISSUER'S BOOKS AND
RECORDS) NO LATER THAN THE LATER OF MARCH 21, 1990, OR THE FIRST DATE A
REBATE PAYMENT IS REQUIRED.
0
McCall, Parkhurst & Horton L.L.P. - Page 10
01
Conclusion
McCall, Parkhurst & Horton L.L.P. hopes that this memorandum will prove to be useful
as a general guide to the arbitrage rebate requirements.
Again, this memorandum is not intended as an exhaustive discussion nor as specific
advice with respect to any specific transaction. We advise our clients to seek competent financial
and accounting assistance. Of course, we remain available to provide legal advice regarding all
federal income tax matters, including arbitrage rebate. If you have any questions, please feel free
to contact Harold T. Flanagan at (214) 220 -2800.
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10
McCall, Parkhurst & Horton L.L.P. - Page 11
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Exhibit "B"
March 14, 1996
Ms. Vicki Thompson
Director of Finance
City of Kennedale, Texas
P.O. Box 268
Kennedale, Texas 76060
Re: City of Kennedale, Texas
Combination Tax and Revenue Certificates of Obligation, Series 1996
W
Dear Ms. Thompson:
As you know, the City of Kennedale, Texas (the "Issuer") will issue the captioned certificates in
order to provide for the acquisition and construction of the project. As a result of that issuance, the
federal income tax laws impose certain restrictions on the investment of amounts deposited to the interest
and sinking fund for the captioned certificates. The purpose of this letter is to set forth, in somewhat less
technical language, those provisions of the tax law which require that obligations acquired with these
amounts be invested at a yield which is not higher than the yield on the captioned certificates. For this
purpose, please refer to line 20(f) of the Form 8038 -G included in the transcript of proceedings for the
yield on the captioned certificates.
Generally, the federal tax laws provide that, unless excepted, amounts deposited to the interest
and sinking fund which are allocable to the captioned certificates must be invested in obligations the
combined yield on which does not exceed the yield on the certificates. Importantly, for purposes of
administrative convenience, the certificates, however, have been structured in such a way as to avoid, for
the most part, this restriction on investment yield.
First, the interest and sinking fund is made up of amounts which are received annually for the
payment of current debt service on all the Issuer's outstanding bonds. Any taxes or revenues deposited
to the interest and sinking fund which are to be used for the payment of current debt service on the
captioned certificates, or any other outstanding bonds, are not subject to yield restriction. By definition,
current debt service refers only to debt service to be paid within one year of the date of receipt of these
amounts. For the most part, this would be debt service in the current fiscal year. These amounts
deposited to the account for current debt service may be invested without regard to any constraint
imposed by the federal income tax laws.
.®
Second, a portion of the interest and sinking fund is permitted to be invested without regard to
yield restriction as a "minor portion." The "minor portion" exception is available for de minimis amounts
of taxes or revenues deposited to the interest and sinking fund. The maxim amount that may be
invested as part of this account may not exceed the lesser of 5 percent of the principal amount of the
certificates or $100,000.
Accordingly, you should review the current balance in the interest and sinking fund in order to
determine if such balance exceeds the aggregate amounts discussed above. Additionally, in the future
it is important that you be aware of these restrictions as additional amounts are deposited to the interest
and sinking fund. The amounts in this fund which are subject to yield restriction would only be the
amounts which are in excess of the sum of (1) the current debt service account and (2) the "minor
portion" account. Moreover, to the extent that additional bonds are issued by the Issuer, whether for new
money projects or for refunding, these amounts will change in their proportion.
Obviously, this letter only presents a fundamental discussion of the yield restriction rules as
applied to amounts deposited to the interest and sinking fund. Moreover, this letter does not address the
rebate consequences with respect to the interest and sinking fund and you should review the
memorandum attached to the No- Arbitrage Certificate as Exhibit "A" for this purpose. If you have
certain concerns with respect to the matters discussed in this letter or wish to ask additional questions
with regards to certain limitations imposed, please feel free to contact our firm. Thank you for your
consideration and we look forward to our continued relationship.
Very truly yours,
McCALL, PARKHURST & HORTON L.L.P.
M
M
r:
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LAW OFFICES
MQCALL, PARKHURST & HORTON L.L.P.
3100 ONE AMERICAN CENTER
AUSTIN, TEXAS 787013248
TELEPI CNE. 512 478 -3805
FACSIMILE 512 472-0871
CERTIFIED MAIL
Internal Revenue Service Center
Philadelphia, Pennsylvania 19255
717 NORTH HARWOOD
NINTH FLOOR
DALLAS, TEXAS 75201-6587
TELEPHONE'. 214 220-2800
FACSIMILE' 214 754 -9250
August 5, 1996
FACSIMILE, 210 2252984
Re: Information Reporting - Tax- Exempt Bonds
City of Kennedale, Texas
Combination Tax and Revenue Certificates of Obligation, Series 1996
E2
Ladies and Gentlemen:
Pursuant to the requirements of Section 149(e) of the Internal Revenue Code of 1986,
enclosed please find an original and a photocopy of Form 8038 -G which is hereby submitted to you
for the above - captioned bonds issued April 17, 1996.
Please file the original and return the receipted copy of Form 8038 -G to the undersigned in
the enclosed self - addressed, postage paid envelope.
Sincerely,
McCALL, PARKHURST & HORTON L.L.P.
1W
0
HTF:amc
Enclosures
cc: Mr. Dan S. Culver
Harold T. Flanagan
1225 ONE RIVERWALK PLACE
SAN ANTONIO, TEXAS 78205 -3503
TELEPHONE', 210 225-2500
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III
Form 8038 -G
Information Return for Tax - Exempt Governmental obligations
9
$
► Under Internal Revenue Code section 149(e)
................. .
Pat #' Vf `
.....................
OMB No. 1545-0720
(Rev. May 1995)
► See separate Instructions.
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) .. 36a —0—
13
Department of the Treasury
Internal Revenue Service
(Note: Use Form 8038 -GC if the issue price is under $100,000.)
issuer ► N/A and the date of the issue .. ► N/A
15
Parfl,l <j
Reporting Authority
If Amended Return, check here ► ❑
.
1 Issuer's name
2
Issuer's employer identification number
City of Kennedale, Texas
(b)
Interest rate
75- 6003070
3 Number and street (or P.O. box if mail is not delivered to street address)
Room /suite
4 Report number
P.O. Box 268
2 -15 -2006
5.45 %
X1996 - 1
5 City, town, or post office, state, and 21P code
6 Date of issue
Kennedale, Texas 76060
4 -17 -96
7 Nameofissue Combination Tax and Revenue
455,000
8 CUSIP number
Certificates of Obligation, Series 1996
5.181 %
489332 DN3
Parf ll Type of Issue (check applicable box(es) and enter the issue price)
9 ❑ Education (attach schedule -see instructions) ............. ...............................
10 ❑ Health and hospital (attach schedule -see instructions) ..... ...............................
11 ❑ Transportation ...................................... ...............................
12 ❑ Public safety ....................................... ...............................
13 ❑ Environment (including sewage bonds) ................. ...............................
14 ❑ Housing ........................................... ...............................
15 ❑ Utilities ............................................ ...............................
16 Other. Describe (see instructions) ► acquire fire truck & acquire & construct
17 If obligations are tax or other revenue anticipation bonds, check box No ❑ water system
18 If obligations are in the form of a lease or installment sale, check box ► improvements
9
$
10
................. .
Pat #' Vf `
.....................
11
34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ........... 34 —0
12
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) .. 36a —0—
13
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units ..... 37a —0—
14
issuer ► N/A and the date of the issue .. ► N/A
15
39 If the issuer has identified a hedge, check box ...... ............................... ► N/A
16
$461,572
Please
Parllll ;! Description of Obligations
19 Final maturity
20 Entire issue
(a)
Maturity date
(b)
Interest rate
(c)
Issue price
(d)
Stated redemption
price at maturity
(el
Weighted
average maturity
BI
Yield
(9)
Net interest
cost
2 -15 -2006
5.45 %
59,545
60,000
461,572
455,000
5.796 years
5.155 %
5.181 %
Part!15i ' Uses of Proceeds of Bond Issue (including
underwriters' discount)
21 Proceeds used for accrued interest ........................ ...............................
22 Issue price of entire issue (enter amount from line 20, column (c)) .............................
23 Proceeds used for bond issuance costs (including underwriters' discount) . 23 25,560
24 Proceeds used for credit enhancement .............................. 24 -0-
25 Proceeds allocated to reasonably required reserve or replacement fund .. 25 -0-
26 Proceeds used to currently refund prior issues ....................... 26 -0-
27 Proceeds used to advance refund prior issues ........................ 27 -0-
28 Total (add lines 23 through 27) ........................... ...............................
29 Nonrefunding proceeds of the issue (subtract line 28 from line 22 and enter amount here) .........
21
3,377
22
461,572
25 560
28
29
436,012
Rar 11
Description of Refunded Bonds (Complete this part only for refunding bonds.) Not Applicable
30 Enter the remaining weighted average maturity of the bonds to be currently refunded ........... 00- years
31 Enter the remaining weighted average maturity of the bonds to be advance refunded ...........0. years
+r 32 Enter the last date on which the refunded bonds will be called ........... ................. ..DIN.
33 Enter the date(s) the refunded bonds were issued ►
................. .
Pat #' Vf `
.....................
Miscellaneous
34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ........... 34 —0
35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III) (small issuer exception) ..... 35 $461 , 572
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) .. 36a —0—
'"` b Enter the final maturity date of the guaranteed investment contract .. ► N/A
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units ..... 37a —0—
b If this issue is a loan made from the proceeds of another tax- exempt issue, check box ... ► ❑ and enter the name of the
issuer ► N/A and the date of the issue .. ► N/A
38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box .......... ► ❑ N/A
39 If the issuer has identified a hedge, check box ...... ............................... ► N/A
+M'
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and
Please
lief, they are true, correct, and complete.
Sign
p
Here
► ✓Bill Abbott 4 -17 -96 P. IVY
Signature of issuer's authorized representative Date Type or pri i name and title
For Paperwork Reduction Act Notice, see page 1 of the Instructions. cat. No. 63773S Form 803" (Rev. s-ss)
'U.S. Government Printing Office: 1995- 387495MOD
sn=vEOe.ms
NEy
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Office of the Rttornep General
6tate of mexm;
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DAN MORALES
ATTORNEY GENERAL
April 5, 1996
THIS IS TO CERTIFY that the City of Kennedale, Texas (the "Issuer "), has
submitted to me City of Kennedale. Texas Combinat Tax and Revenue
Certificates of Obligation, Series 1996 (the "Certificates ") in the aggregate principal
amount of $455,000 for approval. The Certificates are dated March 1, 1996,
numbered R -1 through R -10, and were authorized by an Ordinance of the Issuer
passed on March 14, 1996 (the "Ordinance ").
I have examined the law and such certified proceedings and other papers as I deem
necessary to render this opinion.
As to questions of fact material to my opinion, I have relied upon representations of the
Issuer contained in the certified proceedings and other certifications of public officials furnished to
me without undertaking to verify the same by independent investigation.
I express no opinion relating to the official statement or any other offering material relating
to the Certificates.
Based on my examination, I am of the opinion, as of the date hereof and under existing law,
as follows (capitalized terms, except as herein defined, have the meanings given to them in the
a Ordinance):
(1) The Certificates have been issued in accordance with law and are valid and binding
obligations of the Issuer.
(2) The Certificates are payable from the proceeds of an annual ad valorem tax levied,
within the limit prescribed by law, upon all taxable property in the Issuer, and are
additionally secured by and payable from a limited pledge of not to exceed $1,000
in aggregate over the life of the issue of the revenues of the Issuer's Waterworks and
Sewer System remaining after payment of all operation and maintenance expenses
thereof, and all debt service, reserve and other requirements in connection with all
of the Issuer's revenue obligations (now or hereafter outstanding), which are
payable from all or part of said revenues.
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512/463 -2100
P.O. BOX 12548 AUSTIN, TEXAS 78711 -2548
AN EQUA— E'rod3' #.ie$MiNT OPIN RTUNF ItMPE rz t`IR
lip
City of Kennedale, Texas Combination Tax and Revenue Certificates of Obligation, Series 1996
-$455,000
Page -2-
�w Therefore, the Certificates are approved.
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No. 30180
Book No. 95 -B
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L ax, nv-, au
Attorney General of the State of Texas
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OFFICE OF COMPTROLLER
OF THE STATE OF TEXAS
I, John Sharp, Comptroller of Public Accounts of the State of Texas, do
hereby certify that the attachment is a true and correct copy of the opinion of the
Attorney General approving the:
City of Kennedale. Texas Combination Tax and Revenue Certificates of
Obligation. Series 1996
numbered R -1 thru R -10 of the denomination of $ various dated March 1. 1996
as authorized by issuer, interest various percent, under and by authority of
which said bonds /certificates were registered electronically in the office of the
Comptroller, on the 5th day of April. 1996 under Registration Number 58124
Given under my hand and seal of office, at Austin, Texas, the 5th day of
April. 1996
� ,�•`fs54
JOHN SHARP
Comptroller of Public Accounts
of the State of Texas
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OFFICE OF COMPTROLLER
OF THE STATE OF TEXAS
I, Kaye Tucker Bond Clerk ❑X Assistant Bond Clerk in the office of the Comptroller of the State
of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the
5th day of April. 1996 1 signed the name of the Comptroller to the certificate of registration
endorsed upon the:
City of Kennedale. Texas Combination Tax and Revenue Certificates of Obligation Series 1996
numbered R -1 thru d March 1. 1996 and that in signing the certificate of registration I
used the following 4ignature:
IN WITNESS WHE
this the 5th day of April. 1996
I, John Sharp, Comptroller of Public Accounts of the State of Texas, certify that the person
who has signed the above certificate was duly designated and appointed by me under authority
vested in me by TEX. REV. CIV. STAT. ANN. art. 4362 (1969), with authority to sign my name to all
certificates of registration, and /or cancellation of bonds required by law to be registered and /or
cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the
bonds /certificates described in this certificate have been duly registered in the office of the
Comptroller, under Registration Number 58124
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GIVEN under my hand and seal of office at Austin, Texas, this the 5th day of April. 1996
JOHN SHARP
Comptroller of Public Accounts
of the State of Texas
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LAW OFFICES
MQCALL, PARKHURST 8, HORTON L.L.P.
3 00 ONE AMERICAN CENTER
AUSTIN, TEXAS 78701-3245
TEEE-01E . 512 478 -3805
FAC51MI1E 512 4720871
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717 NORTH HARWOOD
NINTH FLCOR
DALLAS, TEXAS 75201 -6587
TELEPI+CIE 214 220 - 2800
FACSIM 24 7549250
1 M ( 11, 1 C 24
1225 ONE RIVERWALK PLACE
SAN ANTONIO, TEXAS 78205.3503
1ELEPM01E: 2�O 225`2800
FACSIMILE. 210 225 -2984
CITY OF KENNEDALE, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SERIES 1996, DATED MARCH 1, 1996
IN THE AGGREGATE PRINCIPAL AMOUNT OF $455,000
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Maturity 1997, 7.50%
Maturity 1998, 7.50%
Maturity 1999,7.45%
Maturity 2000, 6.50%
Maturity 2001, 4.80%
Maturity 2002, 4.90%
Maturity 2003, 5.05%
Maturity 2004, 5.15%
Maturity 2005, 5.30%
Maturity 2006, 5.45%
payable on February 15, 1997, and semiannually thereafter on each February 15 and August 15.
The Certificates mature in serial installments on February 15 in each of the years 1997 through
�. 2006. The Certificates are not subject to redemption prior to maturity.
WE HAVE EXAMINED the applicable and pertinent provisions of the Constitution and
laws of the State of Texas, and a transcript of certified proceedings of the Issuer, and other
pertinent instruments authorizing and relating to the issuance of the Certificates, including one of
1W the executed Certificates (Certificate Number R -1).
AS BOND COUNSEL FOR THE ISSUER (the "Issuer ") of the Certificates of Obligation
described above (the "Certificates "), we have examined into the legality and validity of the
Certificates, which bear interest from the dates specified in the text of the Certificates, until
maturity or redemption, at the following rates per annum:
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BASED ON SAID EXAMINATION, IT IS OUR OPINION that said Certificates have
been authorized, issued and delivered in accordance with law; and that except as may be limited
by laws applicable to the Issuer relating to bankruptcy, reorganization and other similar matters
affecting creditors' rights generally, the Certificates constitute valid and legally binding obligations
of the Issuer; and that ad valorem taxes sufficient to provide for the payment of the interest on
and principal of said Certificates have been levied and pledged for such purpose, within the limit
prescribed by law, and that the Certificates are additionally secured by and payable from a limited
pledge of the revenues of the Issuer's Waterworks and Sewer System remaining after payment of
all operation and maintenance expenses thereof, and all debt service, reserve and other require-
ments in connection with all of the Issuer's revenue obligations (now or hereafter outstanding),
which are payable from all or part of said revenues, all as provided in the Ordinance of the Issuer
authorizing the issuance of the Certificates.
IN OUR OPINION, except as discussed below, the interest on the Certificates is
excludable from the gross income of the owners for federal income tax purposes under the
statutes, regulations, published rulings and court decisions existing on the date of this opinion.
We are further of the opinion that the Certificates are not "private activity bonds" and that,
accordingly, interest on the Certificates will not be included as an individual or corporate
alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of
1986 (the "Code "). In expressing the aforementioned opinions, we have relied on, and assume
compliance by the Issuer with, certain representations and covenants regarding the use and
investment of the proceeds of the Certificates. We call your attention to the fact that failure by
the Issuer to comply with such representations and covenants may cause the interest on the
d. Certificates to become includable in gross income retroactively to the date of issuance of the
Certificates.
WE CALL YOUR ATTENTION TO THE FACT that the interest on tax- exempt
obligations, such as the Certificates, is (a) included in a corporation's alternative minimum taxable
income for purposes of determining the alternative minimum tax and the environmental tax
imposed on corporations by sections 55 and 59A of the Code, (b) subject to the branch profits tax
imposed on foreign corporations by section 884 of the Code and (c) included in the passive
investment income of an S corporation and subject to the tax imposed by section 1375 of the
Code.
EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state or
local tax consequences of acquiring, carrying, owning or disposing of the Certificates.
WE HAVE ACTED AS BOND COUNSEL for the Issuer for the sole purpose of
rendering an opinion with respect to the legality and validity of the Certificates under the
Constitution and laws of the State of Texas, and with respect to the exclusion from gross income
for federal income tax purposes of the interest on the Certificates, and for no other reason or
purpose. We have not been requested to investigate or verify, and have not independently
investigated or verified any records, data or other material relating to the financial condition or
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capabilities of the Issuer, and have not assumed any responsibility with respect thereto. We have
relied solely on certificates executed by officials of the Issuer as to the current outstanding
indebtedness of, assessed valuation of taxable property within, and the sufficiency of the pledged
revenues of, the Issuer.
Respectfully,
APR 17 19'-9
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Blanket Issuer Letter of Representations
[To be Completed by Issuer]
City of Kennedale, Texas
IXaua• of Issuer
March 14, 1996
Attention: Unclenvtiting Dep artment— Eligibilih•
The Depository Trust Company
$5 W Street; 50th Floor
New York, NY 10041-0099
Ladies and Gentlemen:
At This letter sets forth ow• understanding \\ith respect to all issues (the "Securities ") that Issuer
shall request be made eligible for deposit by The Depository Trust Company ("DTC
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance
\\ith DTC:s Rules \\ith respect to the Securities, Issuer represents to DTC that Issuer \will compl\
' \ \ith the requirements stated in DTC:s Operational Arrangements, as they m be amended from
time to time.
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Note
Schedule A contains statements that DTC believes
accuratch describe DTC. the methal of ei ectigg lxxlk-
vntry transfers of securities distributed thmuwh DTC, and
ccrt:dn related (natters.
Received and Accepted:
T11G DCPOS 1'O IYTRUS�y \1
Rv:
Very truly yours,
City of Kennedale, Texas
I Issurr)
: \ut6orizvd Oaic s tii�at:uurel
Vicki Thomp on
Director of Finance
City of Kennedale
P.O. Box 268
Kennedale, Texas 76060
Phone: (817) 478 -0351
Fax: (817) 483 -0720
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SCHEDt'LE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK- ENTRY -ONLY ISSUANCE
(Prepared by DTC — bracketed material may be applicable onh• to certain issues)
I. The Depository Trust Conapanv ( "DTC "), New York, NY, %ill act its securities depository for the
securities (the "Securities'). The Securities will be issued its fully - registered securities registered in the
s name of Cede & Co. (DTC's partnership nominee). One fully - registered Security certificate will be
issued for [each issue on the Securities, [each] in the aggregate principal amount of such issue, and %will
be deposited v,ith DTC. [If, however, the aggregate principal amount of [any) issue exceeds $200
million, one certificate Mll be issued ait}a respect to each S200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal amount of such issue.]
ar 2. DTC is a limited- purpose trust company organized under the New York Banking Law, a "banking
organization" %within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation'* within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the pro%isions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants ( "Participants ") deposit % ith DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book -entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers,
inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks,
and trust companies that clear through or maintain a custodial relationship \%ith a Direct Participant,
either directly or indirectly ( "Indirect Participants "). The Rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC sstem must be made by or through Direct Participants,
W which Mll receive a credit for the Securities on DTC's records. The ownership interest of each actual
purchaser of each Security ( "Beneficial O«iaer") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confinnations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
"' Securities are to be accomplished by entries made on the books of Participants acting on behalf of
13eneficial Owners. Beneficial O\waers will not receive certificates representing their ownership interests
in Securities, except in the event that use of the book -entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants %with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Oawaers of the Securities; DTC's records reflect only the identity of
the Direct Particip to whose accounts such Securities are credited, which may or may not be the
l3ene6eial Owners. The Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
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1.
5• Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed bay arrangements anaonff them, subject to anv stattrtory or regulator•
requirements as may be in effect from time to time.
[G. Redemption notices shall be sent to Cede & Co. If less than all of the Securities \%ithin an issue are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. -,%ill consent or vote \%ith respect to Securities. Under its usual
�+ procedures, DTC mauls an Omnibus Proxy to the Issuer as soon as possible after the record elate. The
Omnibus Prosy assigns Cede & Co.'s consenting or noting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
S. Principal and interest pa\inents on the Securities Neill be made to DTC. DTC's practice is to credit
1w Direct Participants' accounts on payable date in accordance -stith their respective holdings shown on
DTC's records unless DTC has reason to believe that it \\ill not receive payment on payable date.
Pavinents by Participants to Beneficial 0 \%ill be governed by standing instructions and customary
practices, as is the case %%ith securities held for the accounts of customers in bearer form or registered in
"street name," and rill be the responsibilih of such Participant and not of DTC, the Agent, or the
Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Paahnent of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
[0. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through
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its Participant, to the [Tender /Remarketing] Agent, and shall effect delivery of such Securities by causing
the Direct Participant to transfer the Participant's interest in the Securities, on DTCS records, to the
[Tender /Remarketing] Agent. The requirement for pinsical delivery of Securities in connection with a
demand for purchase or as mandatory purchase %%ill be deemed satisfied when the ownership lights in
the Securities are transferred by Direct Participants on DTC's records.]
10. DTC may discontinue prodding its services as securities depository n-ith respect to the Securities
w at any time by gi reasonable notice to the Issuer or the Agent. Under such circumstances, in the
event that it successor securities depository is not obtained, Security certificates are required to be
printed and delivered.
11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or
it successor securities depository). In that event. Security certificates will be printed and delivered.
12. The information in this section conceming DTC and DTC's book -entry system has been obtained
from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the
aecnracv thereof.
QA
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