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640 TOWN OF TAGS ORDI NANCES � YEAR, 19 '76 NUMBER: dy �� was w �1 - STATE OF NEW MEXICO ) COUNTY OF TAOS ) SS. ) TOWN OF TAOS ) The Board of Trustees of the Town of Taos in the County of Taos and State of New Mexico, met in public regular session, in full conformity with law and the or- dinances and rules of said Board at the Town Hall (i .p. , the Town ' s Municipal Offices) on Armory Street, in the Town of Taos, being the regular meeting place of said Board at the hour of 7:30 p .m. , on Thursday _ , the loth day of June, 1976 , and upon roll call the following were found to be present, constituting a quorum: Present: Mayor: Phillip Cantu, Jr. Trustees : Lawrence Santistevan Fernando Valdez Joe A. Sanchez Absent•: Eloy Jeantete constituting all the members thereof. There were also present: Clerk-Treasurer: Josephine Gonzales Town Attorney: James M. Brandenburg City Manager: Ernest Romero Thereupon, the following proceedings, among others, were had and taken, to wit: Trustee Fernando Valdez introduced the fol- lowing ordinance which is as follows : -1- ORDINANCE NO. 64o AN ORDINANCE PROVIDING FOR THE EXTENSION, EN- LARGEMENT, BETTERMENT AND OTHER IMPROVEMENT OF THE MUNICIPAL JOINT WATER AND SEWER SYSTEM OF THE TOWN OF TAOS, NEW MEXICO; DECLARING THE NECESSITY FOR MAKING AND ISSUING THE TOWN 'S JOINT WATER AND SEWER EXTENSION REVENUE BONDS, PAYABLE SOLELY OUT OF THE NET INCOME TO BE DERIVED FROM THE OPERATION OF SUCH JOINT SYS- TEM; AUTHORIZING THE ISSUANCE AND SALE OF SUCH REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $500, 000; PROVIDING FOR THE DISPOSITION OF THE INCOME TO BE DERIVED FROM THE OPERATION OF SAID JOINT SYSTEM; ADOPTING BY REFERENCE CER- TAIN PROVISIONS OF ORDINANCE NO. 528 , ADOPTED AND APPROVED ON JULY 1, 1963 ; PRESCRIBING OTHER I DETAILS CONCERNING SAID REVENUE BONDS, INCLUD- ING BUT NOT LIMITED TO COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; RATIFYING ACTION PRE- VIOUSLY TAKEN CONCERNING SAID JOINT SYSTEM AND SAID BONDS; REPEALING ALL ORDINANCES IN CON- FLICT HEREWITH; AND DECLARING AN EMERGENCY. ' f WHEREAS, the Town of Taos (herein "Town") , Taos County, New Mexico, now owns, operates and maintains a joint public utility constituting a joint water and sewer system (herein sometimes designated as the "system" , the "joint system" or the "joint utility" ) ; and WHEREAS, the Town pursuant to Ordinance No. 528 , duly adopted and approved on July 1, 1963 , has heretofore issued and delivered all bonds of the issue designated "Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963" (herein the "1963 Bonds") , in the aggregate principal amount of $405 , 000, dated July 1 , 1963 , consisting of 45 bonds in the denomination of $1, 000 and $5, 000 each, of which issue there are outstanding and unpaid bonds in the aggregate principal amount of $215 , 000; and WHEREAS, all of the bonds refunded by the 1963 Bonds now have been paid in full and redeemed, e.g. , prin- cipal, interest and any prior redemption premium; and WHEREAS, pursuant to Ordinance No. 621, duly adopted and approved on the first day of May, 1973 , the Town has issued its "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series May 1, 1973" (herein the "1973 Bonds") , in the aggregate principal amount of $200 , 000, consisting of 40 bonds in the denomination of $5 , 000 each, of which issue $195 , 000 of the bonds remain outstanding; and -2-- WHEREAS, except as aforesaid, the Town has never pledged nor in any way hypothecated revenues de- rived and to be derived from the operation of the system, or any part thereof, to the payment of any bonds or for any other purpose (excluding proceedings authorizing the issuance of bonds which have heretofore been redeemed in full, both principal and interest) with the result that the revenues to be derived from the system may now be pledged lawfully and irrevocably for the redemption of additional bonds payable from revenues derived from the operation of the system; and WHEREAS , Section 19 of such Ordinance No. 528 (herein "Ord. No. 528") and Section 20 of such Ordinance No. 621 (herein "Ord. No. 621") specify limitations upon issuance of parity obligations, but such limitations presently may not be met and also may not be met at the time of the delivery of the bonds; and WHEREAS, the present water facilities and sewer facilities of the Town are insufficient, and the present joint system is inadequate to meet the needs of the Town and the inhabitants thereof; and WHEREAS, the Board of Trustees of the Town (herein sometimes designated as the "Board" or the "Gov- erning Body" ) has determined, and does hereby determine that it is necessary and for the best interest of the Town and the inhabitants thereof that its joint system be extended, enlarged, bettered and otherwise improved; and WHEREAS , the gross income anticipated to be de- rived from the system is in excess of requirements for operation and maintenance of the system and the payment of the outstanding 1963 Bonds and 1973 Bonds and pursu- ant to the statutes of the State of New Mexico such excess income may lawfully be pledged to secure the redemption of the 1976 Bonds herein authorized to be issued (provided that such 1976 Bonds shall have a lien on the net revenues of the system which is junior and subject to the liens thereon of the 1963 Bonds and the 1973 Bonds) ; and WHEREAS, the United States of America, acting by and through the Farmers Home Administration (herein "FmHA" ) , United States Department of Agriculture, has agreed to purchase the bonds herein authorized at par and an interest rate of 5% per annum. -3- NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY (I. . , THE BOARD OF TRUSTEES) OF THE TOWN OF TAOS, NEW MEXICO: Section 1. Definitions. A. Adoption of Certain Definitions. The following designated terms , namely: Independent Account- ant, Insured Bank, net revenues, net income, operation and maintenance expenses, revenues, gross revenues, income and gross income, being defined for all purposes of this ordinance and of any ordinance amendatory hereof or supple- mental hereto, or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires, shall have the meanings set forth in Section 1 of Ord. No. 528 , which meanings are hereby adopted by reference thereto as if set forth verbatim in full in this ordinance; provided, however, that all references in said Section 1 of Ord. No. 528 to "this ordinance" shall be construed as referring to the or- dinance herein set forth and not to Ord. No. 528 . B. Other Definitions : (1) "Bonds" or "1976 Bonds" means the "Town of Taos Joint Water and Sewer Extension Revenue Bonds , Series 1976" , authorized by this ordinance (including any single bond as provided herein) . (2) "1973 Bonds" means the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series May 1, 1973" , authorized by Ord. No. 621. (3) "1963 Bonds" means the "Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963" , authorized by Ord. No. 528. (4) "Ord. No. 528" means Ordinance No. 528 of the Town which was adopted and approved by the Board on July 1, 1963. (5) "Ord. No. 621" means Ordinance No. 621 of the Town which was adopted and approved by the Board on May 1, 1973. (6) "Board" or "Governing Body" means the Board of Trustees of the Town or any succeeding legis- lative body of the Town, as such body from time to time may be constituted. -4- z (7) "Consulting Engineer" means any registered or licensed professional engineer or firm of such engineers having a wide and favorable repute for skill and experience in the field of designing, preparing plans and specifications for, and supervising construction of water systems and facilities, and sewer systems and sewer facilities, entitled to practice and practicing as such under the laws of the State of New Mexico, retained and compensated by the Town, but not in the regular em- ploy of the Town; but, as to any construction drawings and specifications prepared for the Project by Town em- ployees working on force account or otherwise under the supervision of the Town Engineer, this term may include the Town Engineer. (8) "Fiscal Year" means the twelve- month period which the Town or other appropriate authority heretofore has established or hereafter may establish as the fiscal year for the system. (9) "FmHA" means the United States of America, Farmers Home Administration, Department of Agriculture. (10) "Income Fund" means the "Town of Taos Joint Water and Sewer System Gross Income Fund" , originally created in Ord. No. 528 , which is authorized to be continued in Section 14 hereof. (11) "Joint Water and Sewer System" , "Joint System" , "joint system" , joint ut "System" , "system" or "Utility" means the municipally owned public utility designated as the Town' s water system and sewer system (constituting a joint system) , consisting of all properties, real, personal, mixed or otherwise, now owned or hereafter acquired by the Town through purchase, con- struction or otherwise, and used in connection with said water system and sewer system of the Town and in anywise appertaining thereto, whether situated within or without �! the limits of the Town. (12) "Operation and Maintenance Fund" means the "Town of Taos Joint Water and Sewer Operation and Maintenance Fund" which was originally created by said Ord. No. 528, which is authorized to be continued by Sec- tion 15 hereof. -5- Ii • (13) "Paying Agent" means the office of the Town Treasurer, Taos, New Mexico, or as to any 1976 Bonds owned or insured by the FmHA at the Finance Office of the FmHA located at 1520 Market Street, St. Louis, Missouri 63103 , or such other place as the FmRA may designate in writing. (14) "Project" means extending, en- larging, bettering and otherwise improving the joint system. C. Construction. Definitions include both singular and plural. Pronouns include both singular and plural and cover all genders . Section 2 . Ratification. All action heretofore taken (not inconsistent with the provisions of this ordi- nance) by the Board and the officers of the Town directed toward the Project and toward the issuance of the Town' s 1976 Bonds for that purpose, including the sale thereof to the FmHA be, and the same hereby is ratified, approved and confirmed. Section 3. Joint System. The water and sewer .facilities of the Town shall continue to constitute a single joint public utility designated as the Town of Taos joint water and sewer system and shall hereafter be oper- ated and maintained as such for so long as the 1976 Bonds are outstanding. Section 4 . Authorization of Project. The Project shall be acquired at a total estimated cost of not exceeding $500, 000 , excluding any such cost defrayed or to be defrayed by any source other than proceeds from the 1976 Bonds. Section 5 . 1976 Bonds. A. Authorization of the 1976 Bonds. For the purpose of defraying a part of the cost of the Project, pursuant to Sections 14-30-1 through 14-30-11, New Mexico Statutes Annotated, 1953 Compilation, as amended, the Town shall issue the "Town of Taos Joint Water and Sewer Exten- sion Revenue Bonds, Series 1976", in the aggregate princi- pal amount of $500, 000 . B. 1976 Bond Details. The 1976 Bonds, ex- cept as otherwise herein provided, shall be dated as of delivery, shall consist of 500 bonds in the denomination -6- of $1, 000, numbered consecutively from 1 to 500, inclu- sive, shall bear interest from the date of such bonds to their respective maturities at the rate of 5% per annum evidenced by one set of interest coupons payable to bearer (unless registered as to payment of principal and interest as herein provided) , such interest being payable semiannually on May 1 and November 1 in each year, commenc- ing November 1, 1976 , and shall mature serially in regular numerical order on November 1, as follows: Bond Numbers Amounts Years (All Inclusive) Maturing Maturing 1 - 5 $ 5 , 000 1978 6 - 10 5 , 000 1979 11 - 15 5 , 000 1980 16 - 20 5 , 000 1981 21 - 25 5 , 000 1982 26 - 30 51000 1983 31 - 35 5 , 000 1984 36 - 40 5 , 000 1985 41 - 50 10, 000 1986 51 - 60 10, 000 1987 61 - 70 10, 000 1988 71 - 100 30, 000 1989 101 - 130 30 , 000 1990 131 - 160 30 , 000 1991 161 - 190 30, 000 1992 191 - 220 30, 000 1993 221 - 260 40 , 000 1994 261 - 300 40, 000 1995 301 - 340 40, 000 1996 341 - 380 40, 000 1997 381 - 420 40 , 000 1998 421 - 460 40, 000 1999 461 - 500 40, 000 2000 Bo'-h principal and interest are payable in lawful money of the United States of America, without deduction for exchange or collection charges at the Paying Agent. If any 1976 Bond shall not be paid at maturity upon presen- tation and surrender, it shall continue to bear interest at the rate of 5% per annum until paid in full. Any reg- istered single 1976 Bond issued as hereafter provided shall mature in installments in the amounts and on the dates set forth above. C. Prior Redemption. 1976 Bonds maturing on and after November 1, 1986 shall be subject to redemp- tion prior to their respective maturities, in whole or in part in inverse numerical order on November 1, 1985, or on any interest payment date thereafter for their princi- pal amount and accrued interest to the redemption date. Additionally, any 1976 Bonds owned or insured by the FmHA -7- 1} are subject to redemption prior to their respective maturities, in inverse numerical order, on any interest payment date for the principal am�junt thereof and in- terest accrued to the redemption date. The Town also reserves the right, at its option, to redeem on any in- terest payment date for the principal amount thereof and accrued interest to the redemption date any 1976 Bonds in inverse numerical order in the event there are pro- ceeds from the 1976 Bonds unused and unencumbered at the time the Project is complete'. In the case of a regis- tered single 1976 Bond, installments of principal shall be subject to prepayment as if evidenced by the above- designated bonds in the denomination of $1 ,000 each. Notice of prior redemption shall be given by the Town Treasurer in the name of the Town by one pub- lication, at least thirty days prior to the redemption date in a newspaper printed in the English language of general circulation in the Town. A copy of the notice shall be mailed at least thirty days prior to the redemp- tion date to the Paying Agent and any holder whose name and address appears on the registration books. So long as any 1976 Bond is owned or insured by the FmHA, notice shall also be mailed to the FmHA at least thirty days prior to the redemption date at such address as the FmHA may designate. If on any redemption date, the FmHA owns all outstanding 1976 Bonds and coupons, if any, it may waive any requirement of published notice. The notice shall identify the 1976 Bonds (or in the case of a regis- tered single bond, the installments of principal thereof) to be redeemed, specify the redemption date, and state that on such date the principal amount thereof and ac- crued interest to the redemption date will become due and payable and thereafter interest will cease to accrue. After such notice and presentation of the 1976 Bonds , to- gether with any coupons maturing subsequent to the redemp- tion date, the 1976 Bonds called for redemption will be paid. D. Negotiability. Each 1976 Bond shall be negotiable and payable to bearer or, if registered, to the registered holder. The 1976 Bonds and coupons shall have all the qualities of negotiable paper and each hold- er shall possess all rights enjoyed by holders of negoti- able instruments under the Uniform Commercial Code - In- vestment Securities. -8- i t E. Registration. (1) Any 1976 Bond ma,,, be registered for payment only as to both principal and interest. The Town Treasurer is appointed registrar (the "Registrar") and shall maintain books for the registration, transfer and conversion of 1976 Bonds. The Registrar shall regis- ter or permit to be transferred or discharged from regis- tration any 1976 Bond presented for such purpose subject to such reasonable regulations as the Registrar may pre- scribe and upon reimbursing the Town for any tax or gov- ernmental charge payable in connection therewith. (2) Upon presentation of any 1976 Bond to the Registrar, accompanied by all unmatured cou- pons, the Registrar shall note such registration on the books and on the registration panel on the back of the 1976 Bond and shall detach and cancel the unmatured cou- pons. Any registered 1976 Bond may be transferred only upon a duly executed assignment by the registered owner or his legal representative in form satisfactory to the Registrar. Such transfer shall be noted on said books and on the 1976 Bond. The principal and interest of any registered 1976 Bond shall be payable only to, or upon the order of, the registered owner or his legal represen- tative. Any registered 1976 Bond may be converted into a coupon 1976 Bond of the same series payable to bearer upon presentation to the Registrar accompanied by an authoriza- tion in form satisfactory to thn Registrar. The Registrar shall attach new coupons representing interest to become due thereafter and shall note on the 1976 Bond that it is payable to bearer . Upon conversion of 1976 Bonds, the Registrar shall require the payment of all expenses incur- red by the Town in preparing new coupons. (3) The Town and the Registrar may treat the bearer of any unregistered 1976 Bond or 1976 Bond registered to bearer or coupons appurtenant thereto as the absolute owner thereof, whether or not such 1976 Bond or coupon shall be overdue. The Town and its offi- cers may treat the person in whose name any 1976 Bond is registered as the absolute owner, whether or not such 1976 Bond shall be overdue. All payments made as provided in this ordinance shall be valid and effectual to dis- charge the liability upon any 1976 Bonds to the extent of the amount so paid. -9 1- F Section 6. Execution of 1976 Bonds . A. Execution. The 1976 Bonds shall be authenticated with the facsimile signature of the Mayor, shall be executed and authenticated with the manual sig- nature of the Town Treasurer, shall be attested with the facsimile signature of the Town Clerk and shall be impress- ed with a facsimile of the corporate seal of the Town. The interest accruing to maturity on the 1976 Bonds (othe, than any registered single 1976 Bond) shall be evidenced by interest coupons thereto attached authenticated by the facsimile signature of the Town Treasurer, which officer by the authentication of the 1976 Bonds shall adopt as and for his or her signature the facsimile thereof appear- ing on the coupons. The 1976 Bonds and coupons bearing the signatures of the officers in office at the time of the signing thereof shall be the valid and binding obliga- tions of the Town, notwithstanding that before the delivery thereof and payment therefor, any or all of the persons whose signatures appear thereon shall have ceased to fill their respective offices. The Mayor, the Town Treasurer and the Town Clerk, at the time of the execution of the 1976 Bonds and of a signature certificate by each of them, each may adopt as and for his or her own facsimile signa- ture the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 1976 Bonds or coupons appertaining thereto. B. Filing of Signatures. Prior to the execution of any 1976 Bond, pursuant to Sections 5-9-1 to 5-9-6, inclusive, New Mexico Statutes Annotated, 1953 Com- pilation, as amended, the Mayor, Town Clerk and Town Treasurer shall each file with the Secretary of State of the State of New Mexico his or her manual signature cer- tified by him or her under oath; provided that such filing shall not be necessary (1) for any officer where any pre- vious such filing may have legal application to the 1976 Bonds or (2) if no 1976 Bond is signed :h a facsimile signature nor sealed with a facsimile seal of the Town. Section 7 . Special Obligations. All of the 1976 Bonds, together with the interest accruing thereon, shall be payable and collectible solely out of the net in- come to be derived from the operation of the System, the net income of which is so pledged. The holder or holders thereof may not look to any general or other fund for the -10- payment of principal and interest on such obligations except the designated special funds pledged therefor. The 1976 Bonds shall not constitute an indebtedness or a debt within the meaning of any constitutional or stat- utory provision or limitation, and shall icot be consid- ered general obligations of the Town. Section 8. 1976 Bond and Coupon ,' arms. The 1976 Bonds, the coupons and registration grid shall be in substantially the following form: -11- (Form of Bond) UNITED STATES OF AMERICA STATE OF NEW MEXICO COUNTY OF TAOS TOWN OF TAOS JOINT WATER AND SEWER EXTENSION REVENUE BOND SERIES 1976 No. $1,000 The Town of Taos (the "Town") , Taos County, New Mexico, for value received, hereby promises to pay, upon presentation and surrender of this bond, to the bearer hereof, or if this bond is registered, to the registered owner hereof, solely from the special funds provided therefor, on November 1, , the principal sum of ONE THOUSAND DOLLARS and to pay solely from said special funds interest here- on from the date hereof at the rate of five percent (5% ) per annum, evidenced until maturity by the set of coupons appertaining hereto, being payable semiannually on May 1 and November 1 in each year commencing November 1 , 1976 , upon presentation and surrender of the annexed coupons as they severally become due, or if this bond is registered , to the registered owner hereof. If upon presentation at maturity, payment of this bond is not made as herein pro- vided, interest shall continue at the above rate until the principal hereof is paid in full. Both principal and interest are payable in lawful money of the United States of America, without deduction for exchange or collection charges, at the Office of the Town Treasurer, in Taos, New Mexico, or as to any bond or coupon owned or insured by the Farmers Home Administration (the "FmHA") of the United States Department of Agriculture, at the Finance Office of the FmHA located at 1520 Market Street, St. Louis, Missouri 63103 , or at such other place as the FmHA may designate in writing. This bond is one of a series of 500 bonds (the "1976 Bonds") of like tenor and amount, except as to num- ber, maturity and prior redemption option , authorized for the purpose of paying the costs of extending, enlarging , -12- bettering and otherwise improving the municipal joint water and sewer system (the "System") . 1976 Bonds maturing on and after November 1, 1986, are subject to prior redemption in inverse numeri- cal order at the option of the Town on November 1, 1985 , or on any interest payment date thereafter, at a price equal to the principal amount thereof and accrued inter- est thereon to the redemption date. Additionally, any 1976 Bonds then owned or insured by the FmHA are subject to redemption prior to their respective maturities in inverse numerical order on any interest payment date for the principal amount thereof and accrued interest to the redemption date. The Town also reserves the right, Y at its option, to redeem on any interest payment date 01 for the principal amount thereof and accrued interest to the redemption date, any or all of the 1976 Bonds in inverse numerical order in the event there are 1976 Bond ' proceeds unused and unencumbered at the time construction of the project being financed by the 1976 Bonds is com- pleted. Redemption shall be made upon not less than �i k thirty days ' prior notice in the manner and upon the con- ditions provided in Ordinance No. 640 , adopted and ap- p.ro7r-d on June 10 , 1976 (the "Ordinance" ) which authorizes the issuance of the 1976 Bonds . This bond does not constitute an indebtedness of the Town within the meaning of any constitutional or statutory provision or limitation, shall not be consid- ered or held to be a general obligation of the Town, and is payable and collectible solely from the pledged net income derived from the operation of the System. The holder hereof may not look to the general fund or any other municipal fund for the payment of the principal of and interest on this bond, except the special funds pledged therefor. Payment of the 1976 Bonds and the interest thereon shall be made solely from, and as security for such payment there are pledged, pursuant to the Ordinance, two special funds identified as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 11: %6 In- terest and Bond Retirement Fund" , and as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Reserve Fund" , into which the Town covenants to pay, -13- respectively, from the revenues derived from the opera- tion of the System, after provision only for all neces- sary and reasonable expenses of the operation and maintenance of the System, and after and subject to the payments required for the payment of principal of and interest on the outstanding Town of Taos Joint Water and Sewer Refunding Revenue Bonds , Series July 1, 1963 (the "1963 Bonds" ) and the outstanding Town of Taos Joint Water and Sewer Extension Revenue Bonds , Series May 1, 1973 (the "1973 Bonds") , including specified reserves therefor as required by Ordinances Nos. 528 and 621 , adopted and approved on July 1, 1963 and May 1, 1973 , re- spectively, sums sufficient to pay when due the principal of and the interest on the 1976 Bonds and to create and maintain a reasonable and specified reserve for such pur- pose. For a description of said funds and the nature and extent of the security afforded thereby for the payment of the principal of and interest on the 1976 Bonds , refer- ence is made to the Ordinance. The 1976 Bonds are equally and ratably secured by a lien on the net revenues of the System; and the 1976 bonds constitute an irrevocable and first lien (but not necessarily an exclusively first lien) upon said net revenues subject and junior to the prior and superior liens thereon of the 1963 Bonds and 1973 Bonds. Bonds in addition to the 1976 Bonds, subject to desig- nated conditions , may be issued and made payable from the net revenues of the System and having a lien thereon inferior and junior to the lien, or having a lien there- on on a parity with the lien, of the 1976 Bonds in ac- cordance with the provisions of the Ordinance. The Town covenants and agrees with the holder of this bond and with each and every person who may be- come the holder hereof that it will keep and perform all of the covenants of the Ordinance, including, without limiting the generality of the foregoing , its covenant against the sale or mortgage of the System or any part thereof unless provision shall be made for the payment of the principal of and the interest on the 1976 Bonds and its covenant that it will fix, maintain and collect rates for services rendered by the System sufficient to pay the annual operation and maintenance expenses and one hundred twenty percent (120%) of both the principal -14- of and interest on the 1976 Bonds and any other obliga- tions, including, without limitation, the outstanding 1963 Bonds and the outstanding 1973 Bonds , payable an- nually from the revenues of the System (excluding the reserves therefor) . This bond may be registered in the name of the holder subject to the terms and conditions set forth in the Ordinance and, unless so registered, this bond shall be transferable by delivery. This bond may be register- ed only as to both principal and interest. If this bond is registered, it may be converted into a coupon bond payable to bearer as provided in the Ordinance. Subject to the provisions for registration, this bond is subject to the conditions, and every holder hereof by accepting the same agrees with the Town and every subsequent holder hereof, that (a) delivery of this bond to any transferee shall vest title in this bond and in the interest coupons attached hereto in such trans- feree to the same extent for all purposes as would the delivery under like circumstances of any negotiable in- strument payable to bearer; (b) the Town and any agent of the Town may treat the bearer of this bond as the ab- solute owner hereof for all purposes, and shall not be affected by any notice to the contrary; (c) the principal of and the interest on this bond shall be paid , and this bond and each of the coupons appertaining hereto are transferable, free from and without regard to any equities between the Town and the original or any intermediate holder hereof, or any setoffs or cross-claims; and (d) the surrender to the Town or any agent of the Town of this bond and of each of the coupons shall be a good discharge to the Town for the same . It is certified, recited and warranted that all the requirements of law have been fully complied with by the proper Town officers in the issuance of this bond; and that it is issued pursuant to and in strict conformity with the Constitution and laws of the State of New Mexico, and particularly under the terms and provisions of Sec- tions 14-30-1 to 14-30-11, inclusive, New Mexico Statutes Ar.rio,:ated, 1953 Compilation, as amended, and all laws thereunto enabling and supplemental thereto. -15- IN WITNESS WHEREOF, the Town has caused this bond to be signed and authenticated in its name by the facsimile signature of its Mayor and to be manually sign- ed by its Treasurer; has caused the facsimile of the cor- porate seal of the Town to be affixed hereon and to be attested by the facsimile signature of its Clerk; and has caused the coupons hereto annexed to be authenticated with the facsimile signature of its Treasurer, all as of the date of delivery hereof which is _, 197_. TOWN OF TA OS By (Facsimile Signature) Mayor By (Manual Signature) Town Treasurer (FACSIMILE SEAL) Attest: (Facsimile Signature) Town Clerk (End of Form of Bond) i -16- (Form of Registration Panel on Back of Bond) PROVISION FOR REGISTRATION AND CONVERSION a This bond may be registered only as to both principal and interest on the books of the Town, kept by the Town Treasurer as Registrar. Upon presentation hereof, the Registrar shall detach and cancel all unma- tured coupons and shall note such registration on such books and in the registration blank below. After regis- tration, this bond may be transferred by the registered owner or his legal representative only upon a duly exe- cuted assignment in form satisfactory to the Registrar, such transfer to be made on said books and endorsed here- on. The principal of and interest on this bond, if regis- tered, shall be payable only to, or upon the order of, the registered owner or his legal representative. This bond, if registered, may be converted into a coupon bond, upon presentation to the Registrar, accom- panied by an instrument duly executed by the registered owners, or his legal representative, in form satisfactory to the Registrar. In such case, the Registrar shall at- tach new coupons representing the interest to become due thereafter and shall note below that this bond is payable to bearer. Such coupon bond may again be registered as provided above. Every privilege of registration, transfer, dis- charge from registration or conversion shall be exercised only in accordance with the authorizing ordinance and such reasonably: rules and regulations as the Registrar may prescribe. The registration books shall be closed for fif- teen days prior to any interest payment date. `— Date of Name of Signature of Registration Registered Owner Registrar (End of Form of Registration Panel on Back of Bond) -17- I (Form of Coupon) Coupon No. $ May On November 1, , the Town of Taos , Taos County, New Mexico, unless the bond to which this coupon is attached, if callable, has been called for redemption on a date which is prior to the maturity of this coupon, upon surrender of this coupon will pay to bearer in law- ful money of the United States of America, at the Office of the Town Treasurer in Taos, New Mexico, or, if this coupon is then owned or insured by the United States of America, Farmers Home Administration (the "FmHA") , at the FmHA' s Finance Office located at 1520 Market Street, St. Louis, Missouri 63103 , or at such other place as the FmHA may designate in writing, the amount herein desig- nated solely from and secured by a pledge of special funds, such amount being interest on its Town of Taos Joint Water and Sewer Extension Revenue Bond, Series 1976 and bearing Bond No. (Facsimile Signature) Treasurer (End of Form of Coupon) -18� 1 Section 9. Use of 1976 Single Bond. Notwith- standing the foregoing provisions hereof, an aggregate amount of money not exceeding $500, 000 borrowed from the FmHA may be evidenced by a non-negotiable 1976 sin- gle Bond in the principal amount and denomination of $500, 000 (or such lesser amounts -loaned to the Town by the FmHA) , numbered R-1, which single Bond shall be exe- cuted in the name of and on behalf of the Town by the signature of its Mayor, authenticated by the Treasuer, with the seal of the Town affixed thereto and attested by the Town Clerk. The 1976 single Bond shall not bear interest coupons and shall be payable in lawful money of the United States of America, without deduction for ex- change or collection charges, during the time the FmHA is the registered owner or insurer of such Bond, at the Finance Office of the FmHA located at 1520 Market Street, St. Louis, Missouri 63103, or at such other address as the FmHA may designate in writing and so payable during the time as any registered assign is the registered owner of such Bond at the address shown on the registration book of the Town. The 1976 single Bond shall mature in installments of principal , bear interest and be subject to prepayments of installments of principal , substantially as provided in Section 5 hereof. The 1976 single Bond may be registered by any holder and may be assigned in the manner and with the effect set forth in the provisions for registration contained in the form thereof hereinafter set forth and as herein further provided. Upon issuance to the FmHA, the 1976 single Bond shall be registered in the name of the "United States of America, Farmers Home Administration" . Upon request of the holder of the 1976 single Bond, the Town shall issue, at the holder ' s expense and within ninety days from the date of such request, ne- gotiable, bearer, coupon 1976 Bonds or serial registered 1976 Bond without coupons, in the denomination of $1 , 000 each, to the extent practicable, as requested by the hold- er, in an aggregate principal amount equal to the amount of the unpaid principal of the outstanding 1976 single Bond of like tenor and date, in the form prescribed by, and subject to, the provisions of this ordinance. Section 10 . Form of the 1976 Single Bond. The 1976 single Bond, the form of assignment therefor and the advance and payment records to be attached thereto, shall be in substantially the following form: -19- • (Form of Single Bond) UNITED STATES OF AMERICA STATE OF NEW MEXICO COUNTY OF TAOS TOWN OF TAOS SINGLE REGISTERED JOINT WATER AND SEWER EXTENSION REVENUE BOND SERIES 1976 No. R-1 $500,000 The Town of Taos (the "Town") , Taos County, New Mexico, for value received hereby promises to pay to the registered owner hereof, solely from the special funds provided therefor, the principal sum above stated or such lesser sum as shall represent the aggregate ad- vances made to the Town by the Farmers Home Administra- tion (the "FmHA" ) of the United States Department of Agriculture as set forth in the schedule on the reverse side hereof, on November 1, in the years and installments as follows: Amounts Years Maturing Maturing $ 51000 1978 5 ,000 1979 5, 000 1980 5, 000 1981 5, 000 1982 5, 000 1983 t, 51000 1984 5, 000 1985 10, 000 1986 10,000 1987 10, 000 1988 30, 000 1989 30, 000 1990 30, 000 1991 30,000 1992 30, 000 1993 40, 000 1994 40, 000 1995 40, 000 1996 a 40, 000 1997 } 40, 000 1998 40, 000 1999 40, 000 2000 with interest on the unpaid principal advanced to the Town from the date of each such advance at the rate of 5% per annum payable semiannually on May 1 and November 1 of each year until said sum is paid, commencing on November 1, -20- 0 • 0 1976 . If upon presentation at maturity, payment of this bond is not made as her.An provided, interest shall con- tinue at the above rate until the principal hereof is paid in full. Principal and interest are payable in law- ful money of the United States of America, without deduc- tion for exchange or collection charges, during the period the FmHA is the registered owner or insurer of this 1.976 single Bond, at the Finance Office of the FmHA lo- cated at 1520 Market Street, St. Louis , Missouri 63103 , or at such other place as the FmHA may designate in writ- ing and are so payable during any period the FmHA is not the registered owner or insurer hereof at the address shown on the registration book of the Town. The final in- stallment of principal and interest due on this 1976 sin- gle Bond is payable only upon the Bond ' s surrender to the Town. This bond is authorized for the purpose of pay- ing the costs of extending, enlarging, bettering and other- wise improving the municipal joint water and sewer system. Installments of principal becoming due on and before November 1, 1985 are not payable prior to their stated due dates unless the FmHA is the registered owner hereof. If the FmHA is the registered owner hereof , all installments are subject to unlimited prepayment on any interest payment date prior to their stated due dates if redeemed in the amount of $1, 000 or multiples thereof, and, in inverse order of maturity, by the payment of such principal amount and accrued interest to the prepayment date. Installments becoming due on and after November 1 , 1986 , are subject to prepayment prior to their stated due dates in the amount of $1, 000 or multiples thereof , at the option of the Town, in inverse order of maturity, on November 1 , 1985 or on any interest payment date there- after, by the payment of the principal amount and accrued interest to the prepayment date. The Town also reserves the right, at its option, to prepay installments of prin- cipal on any interest payment date in inverse order of maturity in the amount of $1, 000 or multiples thereof and accrued interest to the prepayment date from excess bond proceeds. Prepayment shall be made upon notice given as provided in Ordinance No. 640 adopted and approved on June 10, 1976 , authorizing the issuance of this Bond (the "Ordinance") . -21- s Payment of this 1976 single Bond and interest thereon shall be made solely from, and as security for such payment there are pledged, pursuant to the Ordi- nance, two special funds identified as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Interest and Bond Retirement Fund" and the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Reserve Fund" into which the Town covenants to pay, respectively, from the revenues of its joint water and sewer system (the "System") , after provision only for all necessary and reasonable operation and main- tenance expenses and after and subject to the payments required for the payment of principal of and interest on the outstanding Town of Taos Joint Water and Sewer Re- funding Revenue Bonds , Series July 1, 1963 (the "1963 Bonds" ) and the outstanding Town of Taos Joint Water and Sewer Extension Revenue Bcads, Series May 1 , 1973 (the "1973 Bonds") , including specified reserves therefor, as required by Ordinances Nos . 528 and 621 , adopted and ap- proved on July 1, 1963 and May 1 , 1973 , respectively, sums sufficient to pay the principal and the interest on this bond and to create and maintain a reasonable and specified reserve for such purpose. For a description of said funds and the nature and extent of the security afforded thereby, reference is made to the Ordinance. This 1976 single Bond is secured by and constitutes an irrevocable and first lien (but not necessarily an ex- clusively first lien) upon the net re,.•enues of the System subject and junior to the prior and superior liens there- on of the 1963 Bonds and 1973 Bonds. Subject to desig- nated conditions, additional bonds may be issued payable from said net revenues and having a lien thereon inferior and junior to the lien, or having a lien thereon on a parity with the lien of this 2976 single Bond in accord- ance with the provisions of the Ordinance. The Town covenants and agrees with the holder hereof that it will keep and perform all the covenants of the Ordinance, including, without limiting the generality of the foregoing, its covenant against the sale or mort- gage of the System or any part thereof unless provision has been made for the payment of the principal of and in- terest on this 1976 single Bond and its covenant that it will fix, maintain and collect rates for services rendered -22- • by the System sufficient to pay the annual operation and maintenance expenses and one hundred twenty percent (120%) of both the principal of and the interest on this 1976 single Bond and any other obligations, including without limitation the outstanding 1963 Bonds and the outstanding 1973 Bonds, payable annually from the revenues of the System (excluding the reserves therefor) . This Bond does not constitute an indebtedness or a debt of the Town within the meaning of any constitu- tional or statutory provision or limitation, shall not be considered or held to be a general obligation of the Town and is payable and collectible solely from the pledged net income derived from the operation of the System. The holder hereof may not look to the general fund or any other municipal fund for the payment of the principal of and interest on this Bond, except the special funds pledged therefor. This Bond is transferable only upon books kept by the Treasurer of the Town as bond registrar by the registered owner hereof in person or by his duly author- ized attorney, and similarly noted hereon, or it may be surrendered in exchange for new bonds of the same series , same aggregate principal amount, in coupon form or in serial registered form, in the denomination of $1 ,000 each, to the extent practicable and consistent with the maturity schedule provided in, and subject to, the condi- tions set forth in the Ordinance. This 1976 single Bond is issued against payment for the bond purchase price of par, but said purchase s price may be paid to the Town in one or more advances in accordance with the schedule on the reverse side hereof . The principal amount of this Bond shall not exceed the actual advances paid to the Town and interest shall ac- crue on the amount of each advance only from the date each advance is paid. In the event the entire principal amount of this 1976 single Bond is not advanced , the principal installments set forth above shall be reduced in inverse order of maturity accordingly. It is certified, recited and warranted that all the requirements of law have been fully complied with by the proper Town officers in the issuance of this Bond; and that it is issued pursuant to and in strict conformity -23- i with the Constitution and laws of the State of New Mexico and particularly under the terms and provisions of Sections 14-30-1 to 14-30-11, inclusive, New Mexico Statutes Annotated, 1953 Compilation, as amended, and all laws thereunto enabling and supplemental thereto. IN WITNESS WHEREOF, the Town has caused this Bond to be signed and executed in its name by the Mayor of the Town, to be signed by the Town Treasurer, has caused the seal of the Town to be affixed hereto, and to be attested by the Town Clerk, all as of the date of the delivery hereof which is August _U, 197,6• TOWN OF TAOS t By (Manual Signature) Mayor By (Manual Signature) Town Treasurer (SEAL) Attest: (Manual Signature) Town Clerk (End of Form of Single Bond) i -24- (Form of Installment Loan Panel on Back of Single Bond) INSTALLMENT LOAN ADVANCES BY GOVERNMENT The FmHA on behalf of the United States of America loaned to the Town the respective amounts of principal on the respective dates hereinafter designated, the sum of which amounts constitutes the aggregate princi- pal amount of the within 1976 single Bond, as follows : Date of Amount of Signature of Loan Loan Town ' s Treasurer Aug. 20 , 76 $500 , 000 . 00 S/Jose Nine Gonzlaes (End of Form of Installment Loan Panel) (Form of Registration Panel on Back of Single Bond) MANDATORY REGISTRATION FOR PAYMENT AS TO PRINCIPAL AND INTEREST The within 1976 single Bond is registered in the Office of the Treasurer of the Town of Taos, Taos County, New Mexico, as Registrar, in the name of the last owner listed below; and the principal amount of the Bond and interest thereon shall be payable only to such owner , all in accordance with the ordinance authorizing the Bond 's issuance. Date of Address of Signature of Registration Name of Owner Owner Registrar United States of Finance Office America, Farmers 1520 Market St. Home Administra— St. Louis, MO Aug. 20 , 76 tion 63103 S/Jose Nine G nzales (End of Form of Registration Panel) -25- (Form of Assignment Panel on Back of Single Bond) ASSIGNMENT PROVISION For Value Received, hereby assign and transfer unto the within bond, together with accrued interest thereon, hereby irrevocably constituting and appointing attorney to transfer this bond on the books of the Town of Taos at the Office of the Treasurer of the Town with full power of substitution in the premises. Dated: (End of Form of Assignment Panel) -26- e • e • Section 11. Period of Project' s Usefulness. The period of usefulness of the facilities to be ac- quired with the proceeds of the 1976 Bonds is not less than twenty•-five years from the date of the 1976 Bonds. Section 12. Disposition of 1976 Bond Proceeds. A. 1976 Construction Fund. The proceeds derived from the sale of 1976 Bonds shall be deposited promptly upon the receipt thereof in a "supervised bank account" in an Insured Bank selected by the FmHA, which account shall be known as the "Town of Taos Joint Water and Sewcr Extension Revenue Bonds, Series 1976 Construc- tion Fund" (the "1976 Construction Fund") . Amounts in the account exceeding the applicable federal deposit in- surance coverage shall be secured by such bank in advance in accordance with U.S. Treasury rules and regulations governing the deposit of government moneys. Moneys in the account shall be used solely for the Project and shall be withdrawn and signed by the Mayor and the Treas- urer, and countersigned by the County Supervisor or other FmHA official. Warrants or checks payable to the con- tractor shall not be issued until the Board has received approval of the Consulting Engineer that such sum is due and owing. The Town' s share of any liquidated damages and other moneys paid by defaulting contractors or their sureties shall be deposited in the 1976 Construction Fund to insure completion of the Project. After the Consult- ing Engineer has certified that work is completed and that all expenses have been paid, the bank shall transfer all remaining money to the 1976 Bond Fund to be used to the extent possible for redeeming 1976 Bonds or install- ments of principal in accordance with this Ordinance. B. Purchasers Not Responsible. The pur- chasers of the 1976 Bonds shall not be responsible for the application or disposal of the funds derived from the sale of the 1976 Bonds. Section 13 . Fiscal Year. For the purposes of this Ordinance, the System shall be operated upon a fis- cal year which the Board or other appropriate authority heretofore has established or hereafter may establish as the fiscal year for the System. Section 14 . Income Fund. So long as any of the 1976 Bonds shall be outstanding, either as to principal -27- or interest, or both, the entire gross income and reve- nues of the System shall continue to be deposited into the "Town of Taos Joint Water and Sewer System Gross In- come Fund" , created by Section 14 of Ordinance No. 528 (the "Income Furd") . Section 15. Administration of Income Fund. So long as any of the 1976 Bonds shall be outstanding, either as to principal or interest, or both, the follow- ing payments shall be made from the Income Fund: A. Operation and Maintenance Expenses. Firstly, as a first charge thereon, there shall continue to be set aside from time to time as the "Town of Taos Joint Water and Sewer Operation and Maintenance Fund" established by Section 15A of Ordinance No. 528 (the "Operation and Maintenance Fund" ) , moneys in the Income Fund sufficient to pay operation and maintenance ex- penses as they become due and payable, and thereupon they shall be promptly paid. Any surplus remaininq at the end of the fiscal year and not needed for operation and maintenance purposes shall be transferred to the In- come Fund and be used for the purpose thereof , as herein provided. B. Bond and Reserve Funds for 1963 Bonds. Secondly, and subject to the aforesaid provisions , from any moneys remaining in the Income Fund, i.e . , from the net income of the System, there shall continue to be credited to the Bond and Reserve Funds for the 1963 Bonds the monthly payments required by paragraphs B and C of Section 15 of Ord. No. 528 (relating to the Bond and Reserve Funds for the 1963 Bonds) as qualified and supplemented by the remainder of said Section 15 . C. Bczd and Reserve Funds for 1973 Bonds. Thirdly, and subject to the aforesaid provisions , from any moneys remaining in the Income Fund, i.e. , from the net income of the System, there shall continue to be credited to the Bond and Reserve Funds for the 1973 Bonds the monthly payments required by paragraph C of Section 16 of Ord. No. 621 (relating to the Bond and Reserve Funds for the 1973 Bonds) as qualified and supple- mented by the remainder of said Section 16 . -28- li I D. Bond and Reserve Funds for 1976 Bonds. (1) 1976 Bond Fund. Fourthly, but subje-:t and junior to the foregoing monthly payments, there shall be credited to an account hereby created and to be known a- the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 , Interest and Bond Retirement Fund" (herein sometimes referred to as the "1976 Bond Fund" or as the "Bond Fund") , the following: (a) Monthly, commencing on the first day of the month immediately succeeding the deliv- ery of any of the 1976. Bonds an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the first maturing install- ment of interest on the 1976 Bonds then outstanding, and monthly thereafter commencing on said interest payment date one-sixth of the amount necessary to pay the next maturing installment of interest on the outstanding 1976 Bonds. (b) Monthly, commencing on the first day of November, 1977, an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the first maturing install- ment of principal of the outstanding 1976 Bonds , and monthly thereafter commencing on said principal payment date one-twelfth of the amount necessary to pay the next maturing installment of principal on the 1976 Bonds. (2) 1976 Reserve Fund. Fifthly, con- currently with the monthly payments heretofore required by this paragraph D and subject and junior to the monthly payments required to be paid by paragraphs A, B and C of this section, and except as provided in paragraphs E and F of this section, from any moneys remaining in the Income Fund there shall be set aside and credited monthly at least $333. 33 per month into a fund hereby created and to be known as the "Town of Taos Joint Water and Sewer Exten- sion Bonds, Series 1976 Reserve Fund" (herein sometimes designated as the "1976 Reserve Fund" or "Reserve Fund") u A a reserve has been accumulated in an amount. equal to nw _ less than $40 , 000 (herein sometimes designated as the "Minimum 1976 Reserve" or "Minimum Reserve") . Such payments shall commence on the first day of the month succeeding the delivery of any of the 1976 Bonds . After accumulation of -29- the Minimum Reserve, there shall be deposited monthly from any moneys remaining in the Income Fund, into the 1976 Reserve Fund such amount or amounts as are neces- sary to maintain the 1976 Reserve Fund as a continuing reserve in an amount not less than the then Minimum 1976 Reserve to meet possible deficiencies in the 1976 Bond Fund. No payment need be made into the 1976 Reserve Fund so long as the moneys therein shall equal less than the Minimum Reserve. The moneys in the 1976 Reserve Fund shall be accumulated and maintained as a continuing reserve to be used, except as hereinafter provided in paragraphs E and F of this section, only to prevent de- ficiencies in the payment of the principal of and inter- est on the bonds hereby authorized resulting from the failure to deposit into the Bond Fund sufficient funds to pay said principal and interest as the same accrue. E. Termination Upon Deposits to Maturity. No payment need be made into the 1976 Bond Fund, the 1976 Reserve Fund, or both, if the amount in the 1976 Bond Fund and the amount in the 1976 Reserve Fund total a sum at least equal to the entire amount of the outstanding bonds herein authorized, both as to principal and interest to their respective maturities, and both accrued and not ac- crued, in which case moneys in said two funds in an amount at least equal to such principal and interest requirements shall be used solely to pay such as the same accrue, and any moneys in excess thereof in said two funds and any other moneys derived from the operation of the system may be used in any lawful manner determined by the Governing Body. F. Defraying Delinquencies in 1976 Bond and Reserve Funds. If, in any month, the Town shall , for any reason, fail to pay into the 1976 Bond Fund the full amount above stipulated from the net income of the System, then an amount shall be paid into said Bond Fund in such month from the 1976 Reserve Fund equal to the difference between that paid from said net income and the full amount so stipulated. The money so used shall be replaced in the Reserve Fund from the first revenues thereafter re- ceived from the operation of the System not required to be otherwise applied. If, in any month, the Town shall, for any reason, fail to pay into the 1976 Reserve Fund the full amount above stipulated from the net income of -30- said System, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first revenues thereafter received from the operation of the System not required to be otherwise applied. The moneys in the 1976 Bond Fund and the 1976 Reserve Fund shall be used solely and only for the pur- poses of paying the principal of and the interest on the 1976 Bonds; provided, however, that any moneys at the time in excess of the Minimum Reserve in the 1976 Reserve Fund may be withdrawn therefrom and used as herein pro- vided for the redemption of bonds hereby authorized as they become due or on any redemption date; and provided that any moneys in the 1976 Bond Fund and the 1976 Re- serve Fund in excess of accrued and unaccrued principal and interest requirements to the respective maturities of the outstanding bonds may be used as hereinabove pro- vided in paragraph E of this section. G. Payment for Additional Obligations . Sixly, from any balance remaining in the Income Fund af- ter making the payments hereinabove provided, there shall be paid the interest on and the principal of additional bonds or other obligations, if any, hereafter authorized to be issued and payable from the revenues of the System, including reasonable reserves therefor, as the same accrue; provided, that the lien of such additional bonds and other obligations on the net income and revenues of the System and the pledge thereof for the payment of such additional obligations shall be on a parity with, or subordinate to, the lien and pledge of the bonds herein authorized, as hereinafter provided. In the event such additional bonds or other obligations be on a parity with the bonds herein authorized, the payment of interest on, principal of and reserve for such additional bonds or other obligations shall be made concurrently with the payments required by paragraph D of this section. H. Use of Surplus Revenues. After making the payments hereinabove required to be made by paragraphs A to G, both inclusive, of this section, the remaining in- come and revenues derived from the operation of the System, if any, may be applied to any other purpose or purposes authorized by the Constitution and the laws of. the State, as the Governing Body may direct. -31- Section 16. General Administration of Funds. The funds and accounts created in Sections 12 and 15 hereof shall be administered as follows: A. Places and Times of Deposits. Each of the above accounts and funds shall be separately main- tained and kept separate from all other funds and accounts as a trust fund for the purposes established and shall be deposited in one or more bank accounts in an Insured Bank or Banks. Each account shall be continuously secured to the extent required by law and shall be irrevocable and not withdrawable by anyone for any other purpose. The 1976 Construction Fund and Reserve Fund must be estab- lished and maintained as bank accounts separate from all others. Payments shall be made into the proper account on the first day of the month, except when the first day shall be a Sunday or legal holiday, in which case payment shall be made on the next succeeding secular day. At least five days prior to any interest payment date , moneys sufficient to pay interest and principal then due shall be credited at the Paying Agent. B. 1976 Bonds Not Arbitrage Bonds . The Town hereby covenants for the benefit of each holder of the 1976 Bonds that the Town will make no use of the proceeds of the 1976 Bonds which will cause the 1976 Bonds to be arbitrage bonds as defined by Section 103 (d) of the Internal Revenue Code of 1954 , as amended, or which would result in the loss of tax exemption from federal income taxation of the interest on the 1976 Bonds. C. Investment of Money. Any moneys in any fund created hereby may be invested in any legal investment permitted by law. The obligations purchased as an invest- ment of moneys in such fund shall be deemed at all times to be part of such fund, and the interest accruing thereon and any profit realized therefrom shall be credited to the .cunt: , and any loss resulting from such investment shall be charged to the fund. The Town Treasurer shall present for redemp- tion or sale on the prevailing market any obligations pur- chased as an investment of moneys in the fund whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such fund. -32- Section 17. First Lien Bonds. The 1976 Bonds constitute an irrevocable and first lien (but not neces- sarily an exclusively first lien) upon the gross revenues derived from the operation of the System subject to the payment of all necessary and reasonable operation and maintenance expenses of the System and subject and junior to the prior and superior liens thereon of the 1963 Bonds and the 1973 Bonds. Section 18 . Equality of 1976 Bonds. The 1976 Bonds shall not be entitled to any priority one over the other in the application of the net revenues, regardless of the time or times of their issuance. Section 19 . Additional Bonds. A. Earnings Test. Nothing in this ordi- nance contained shall be construed to prevent the issuance by the Town of additional bonds or other obligations pay- able from the .income or revenues derived from the opera- tion of the System and constituting a lien upon said reve- nues on a parity with, but not prior or superior to the lien of the 1976 Bonds, nor to prevent the issuance of bonds cr other obligations refunding all or a part of the 1976 Bonds, provided, however, that before any such addi- tional parity bonds or other parity obligations are au- thorized or actually issued, including the 1976 Bonds, and also including any parity refunding obligations (other than those refunding subordinate bonds or other subordinate obligations as permi-Aed in Section 20 hereof) : (1) The Town is not, and has not been in default as to making any payments required by Section 15 hereof during the twelve months immediately preceding the issuance of such additional bonds or other obligations, or if none of the 1976 Bonds have been issued and outstand- ing for a period of at least twelve months , then for the longest period of time any of such Bonds have been issued and outstanding; and (2) The net revenues derived from the operation of the System for the fiscal year immediately preceding the date of issuance of such additional parity obligations shall have been sufficient to pay an amount representing one hundred twenty percent (120%) of the com- bined average annual principal and interest requirements -33- of the outstanding revenue bonds and other obligations of the Town payable from and constituting a lien upon the revenues of the System and the bonds or other obligations proposed to be issued (excluding any reserves therefor) . As used in this section, "combined average annual princi- pal and interest requirements" shall be the total princi- pal and interest coming due on the then outstanding and proposed parity lien obligations during the period extend- ing from the date of the proposed parity lien obligations to the final principal payment date of the then outstand- ing 1976 Bonds divided by the number of years (including any fraction thereof) computed from the date of the pro- posed parity lien obligations to the last principal pay- ment date of the then outstanding 1976 Bonds. The foregoing limitations on the issuance of parity bonds shall not apply in the case of the issu- ance of additional parity bonds necessary to complete the Project in accordance with the original plans and specifi- cations therefor. B. Certification or Opinion of Earnings . A written certification or opinion by an Independent Accountant that said revenues for the fiscal year immedi- ately preceding the date of issuance of the new obliga- tions are sufficient to pay said amounts when adjusted as hereinafter provided , shall be conclusively presumed to be accurate in determining the right of the Town to au- thorize, issue, sell and deliver said additional bonds or other obligations on a parity with the 1976 Bonds. C. Consideration of Additional Expenses . In determining whether or not additional parity bonds or other parity obligations may be issued as aforesaid, con- sideration shall be given to any probable increase (but not reduction) in operation and maintenance expenses that will result from the expenditure of funds proposed to be derived from the issuance and sale of the said bonds or other obligations. D. Junior Obligations Permitted. Nothing herein contained shall be construed to prevent the Town from issuing bonds or other obligations payable from the revenues of the System and having a lien thereon subordi- nate, inferior and junior to the lien of the 1976 Bonds . -34- 1� E. Superior Obligations Prohibited. Nothing herein contained shall be construed to permit the Town to issue bonds or other obligations payable from the revenues of the System and having a lien there- on prior and superior to the lien of the 1976 Bonds . Section 20. Refunding Bonds. The provisions of Section 19 hereof are subject the following exceptions : A. Privilege of Issuing Refunding Obligations. If at any time after the 1976 Bonds or any part thereof shall have been issued and remain outstand- ing, the Board shall find it desirable to refund any outstanding bonds or other outstanding obligations pay- able from any revenues of the System, said bonds or other obligations, or any part thereof, may be refunded (but only with the consent of the holder or holders thereof, unless the bonds or other obligations, at the time of their required surrender for payment, shall then mature, or shall then be callable for prior redemption at the Town ' s option) , regardless of whether the priority of the lien for the payment of the refunding obligations on the revenues of the System is changed (except as provided in paragraph E of Section 19 hereof and in paragraphs B and C of this Section 20) . B. Limitations Upon Issuance of Parity Refunding Obligations. No refunding bonds or other re- funding obligations payable from any revenues of the System shall be issued on a parity with the 1976 Bonds, unless: (1) The lien on any revenues of the System of the outstanding obligations refunded is on a parity with the lien thereon of the 1976 Bonds; or (2) The refunding bonds or other refunding obligations are issued in compliance with para- graph A of Section 19 hereof. C. Refunding Part of an Issue. The re- funding bonds or other obligations issued shall enjoy complete equality of lien with the portion of any bonds or other obligations of the same issue which is not re- funded, if any; and the holder or holders of such refund- ing bonds or such other refunding obligations shall be - 35- subrogated to all of the rights and privileges enjoyed by the holder or holders of the bonds or other obliga- tions of the same issue refunded thereby. D. Limitations upon Issuance of any Re- funding Obligations. Any refunding bonds or other refund- ing obligations payable from any revenues of the System shall be issued with such details as the Board may by ordinance provide, subject to the inclusion of any such rights and privileges designated in paragraph C of this Section 20 , but without any impairment of any contractual obligation imposed upon the Town by any proceedings au- thorizing the issuance of any unrefunded portion of such outstanding obligations of any one or more issues (in- cluding, but not necessarily limited to the 1976 Bonds) . If only a part of the outstanding bonds and any other outstanding obligations of any issue or issues payable from the revenues of the System is refunded, then such obligations may not be refunded without the consent of the holder or holders of the unrefunded portion of such obligations , unless : (1) The refunding bonds or other re- funding obligations do not increase any aggregate annual principal and interest requirements evidenced by such re- funding obligations and by the outstanding obligations not refunded on and prior to the last maturity date of such unrefunded obligations, or (2) The lien on revenues of the System for the payment of the refunding obligations is subordinate to each such lien for the payment of any ob- ligations not refunded, or (3) The refunding bonds or other refunding obligations are issued in compliance with para- graph A of Section 19 hereof. Section 21. Protective Covenants. The Town hereby covenants and agrees with each and every holder of the 1976 Bonds: A. Use of Bond Proceeds. The Town will proceed, without delay, to acquire the Project, as herein provided. B. Payment of 1976 Bonds. The Town will promptly pay the principal of and the interest on every -36- 1976 Bond at the place, on the dates and in the manner specified herein and in the 1976 Bonds and in the cou- pons (if any) thereto appertaining according to the true intent and meaning hereof. C. Use Charges. While any of the 1976 Bon_do remain outstanding and unpaid, the rates for all services rendered by the System shall be reasonable and just, taking into account the cost and value of the Sys- tem, proper and necessary allowances for the deprecia- tion thereof and the amounts necessary for the retirement of all bonds and other obligations payable from the revenues of the System, the accruing interest thereon and reserves therefor. There shall be charged against all users of service such rates and amounts as shall be ade- quate to meet the requirements of this and the preceding sections hereof, and which shall be sufficient to produce revenues annually to pay the annual operation and main- tenance expenses, and one hundred twenty percent (120%) of both the principal of and interest on 1976 Bonds and any other obligations payable annually from the revenues thereof, excluding the reserves therefor, all of which reserves shall be subject to distribution for the payment of the costs of operating- and maintaining the System and the payment of principal of and interest on all obliga- tions payable from the revenues of the System, including reasonable reserves therefor. No free service , facili- ties or commodities shall be furnished by the System. All the income so derived from the Town shall be deemed to be income derived from the operation of the System, to be used and accounted for in the same manner as any other income derived from the operation of the System. D. Levy of Charges. The Town will fix , establish and levy the rates and charges which are re- quired by paragraph C of this Section 21. No reduction in any initial or existing rate schedule for the System may be made unless : (1) The Town has fully complied with the provisions of Sections 14 and 15 hereof for at least the full fiscal year immediately preceding such reduction; and (2) The audit required by the In- dependent Accountant by paragraph H of this section for -37- the full fiscal year immediately preceding such reduction discloses that the estimated revenues resulting from the proposed rate schedule will be sufficient to meet the re- quirements of paragraph C of this section; and (3) If any of the bonds are then owned by the FmHA, the State Director of the FmHA ap- proves in writing the proposed reduction provided that he shall have first been furnished with a written request signed by the Mayor of the Town requesting and justifying such reduction; provided further, however, that no such approval shall be required if the refusal of the State Director of the FmHA to give such approval would violate the Town' s covenants under Ordinances Nos . 528 or 621. E. Efficient Operation. The Town will operate the System so long as any of the 1976 Bonds are outstanding, will maintain the System in efficient operat- ing condition and will make such improvements , extensions , enlargements, repairs and betterments thereto as may be necessary or advisable to insure its economical and ef- ficient operation. F. Records. Separate records will be kept showing complete and correct entries of all transactions relating to the System. Such records shall include month- ly entries showing: (1) The number of customers ; (2) The revenues received from charges to customers. (3) A detailed statement of expenses; and (4) Such other items specified by any form furnished by the FmHA. Before teach fiscal year, the Board will cause an operating budget to be prepared. G. Right to Inspect. The FmHA, any holder or their duly authorized agents shall have the right at all reasonable times to inspect the System and all records, accounts and data relating thereto. H. Audits. Within twenty days following the close of each fiscal year, the Town will furnish an -38- i audit of such books and accounts made by an Independent Accountant showing the receipts and disbursements for the account of the System to the FmHA. Each such audit, in addition to whatever matters may be thought proper by the accountant, shall include: (1) A balance sheet as of the end of such fiscal year, including all funds created by the various proceedings authorizing the issuance of outstand- ing obligations payable from the revenues of the System. (2) A statement for the fiscal year just closed of the income and expenditures of the System, including gross revenues, net revenues, the amount of any capital expenditures and profit or loss. (3) The accountant' s comment regard- ing the manner in which the Town has carried out the re- quirements of this ordinance and any other proceedings authorizing the issuance of outstanding obligations pay- able from the revenues of the System and the accountant ' s recommendation for any change or improvement in the opera- tion of the System. (4) A list of the insurance policies in force setting out as to each policy the amount of the policy, the risks covered, the name of the insurer and the expiration date. (5) A recapitulation of each fund or account created by the various proceedings authorizing the issuance of outstanding obligations payable from the revenues of the System, showing the balance in such fund at the beginning of the fiscal year, the deposits and withdrawals during said year, and the balance at the end of said year. (6) The number of metered water con- nections and unmetered water connections at the beginning and at the end of the fiscal year. (7) The number of customers per class of customers and revenues per class of customers, includ- ing but not necessarily limited to classification by water facilities and sewer facilities , and the total water consumption in detail, including but not limited to domestic consumption, water used for fires and flushing -39- i mains, and water consumed or lost and unaccounted for, and total sewage treatment by classes of customers. Along with the audit, the Town will fur- nish the following: (1) An operating budget showing the planned budget for the ensuing year. (2) A copy of the minutes of the meeting of the Board at which such budget was approved. (3) A written instrument containing the name, address and term of office for the Mayor, Town Clerk and each member of the Board and the number of resi- dential users and the number of commercial users of the System. (4) Quarterly reports of income and expenses on forms furnished by the FmHA. (5) A financial statement on a form furnished by the FmHA. The Town will furnish a copy of each audit, budget, minutes, written instrument, quarterly report and financial statement to any holder at his request and with- out request to the FmHA. Any holder shall have the right to discuss the contents with any person making the audit . The Town shall publish a summary of each annual audit at least once within three months after expiration of the fiscal year in a newspaper published in the English lan- guage and of general circulation in the Town. All expenses incurred in preparing the au- dits and other documents by this section shall be consid- ered and paid as an operation and maintenance expense. I . Billing Procedures. All bills for water and water service or facilities and sewer service or facilities furnished or served by or through the Sys- tem shall be sent to customers on a regularly established day of each and every month either monthly in advance or in the month next succeeding the month in which the ser- vice was rendered and shall be due within twenty days from the date sent. In the event the bills are not paid within forty days after the date when sent, water and water ser- vice shall be discontinued, and the rates and charges due -40- shall be collected in a lawful manner, including but not limited to the cost of disconnection and reconnection. Water charges and sewer charges may be billed jointly with each other or separately, and each such joint bill shall show separately water and sewer charges. J. use of 1976 Bond Fund and 1976 Reserve Fund. The 1976 Bond Fund and the 1976 Reserve Fund shall be used solely and only, and said funds are hereby pledged for the purposes set forth in this ordinance . K. Charges and Liens upon System. From the revenues of the System the Town will pay all taxes and assessments or other municipal or governmental charges lawfully levied, assessed upon or in respect to the System, or any part thereof, when due. It will duly observe and comply with all valid requirements of any municipal or governmental authority relative to any part of the System. The Town will not create or suffer to be created any lien or charge upon the System or upon the revenues therefrom except as permitted by this ordinance, or it will make adequate provision to satisfy and discharge within sixty days after the same shall accrue, all lawful claims and demands for labor, materials, s:ipplies or other objects , which, if unpaid, might become a lien upon the System or upon the revenues therefrom; provAed, however, that nothing herein shall require the Town to pay or cause to be discharged any such tax, assessment, lien or charge be- fore the payment shall be due or so long as the validity thereof shall be contested in good faith by appropriate legal proceedings. L. Insurance. The Town will carry fire and extended coverage insurance on all above ground structures in an amount at least equal to the depreciable replacement value of such structures. The proceeds of such insurance shall be used to restore the property lost or damaged and any remainder shall be distributed as net income. The Town will also maintain as provided by law a self-insurance fund to cover workmen' s compensation in- surance and public liability insurance in such amounts and to such extent as is normally carried by private cor- porations operating public utilities of the same type. M. Competing System. The Town shall not grant any franchise or license to a competing system, or -41- i permit any person, association, firm or corporation to sell water, water service or facilities, or sewer service or facilities, within the Town. N. Alienating System. The Town will not sell, lease, mortgage, pledge, alienate or otherwise en- cumber, the System or any part thereof, until the 1976 Bonds shall have been paid in full, both principal and interest, or unless provision has been made therefor , ex- cept any portion which shall have been replaced by other property of at least equa value, or which shall cease to be necessary for the efficient operation of the System. The proceeds of any such sale shall be distributed as net income . O. Extended Interest Payments. The Town will not extend or assent to the extension of the time for the payment of any coupon or claim for interest on any of the 1976 Bonds. In case the time for payment of any such coupons or claims shall be extended, such coupon or installment or installments of interest shall not be entitled in case of default hereunder to the benefit or security of this ordinance except subject to the prior payment in full of the principal of all the 1976 Bonds, and of matured interest on the 1976 Bonds the payment of which has not been extended. P. Surety Bonds. The Town Treasurer shall be bonded in the amount of at least $10, 000 . FmHA Form 440-24 shall be used for such purpose and such bond shall name the United States of America as co-obligee. Q. Town' s Existence. The Town will main- tain its corporate identity and existence so long as any of the 1976 Bonds remain outstanding, unless another po- litical subdivision by operation of law succeeds to the liabilities and rights of the Town, without adversely af- fecting to any substantial degree the privileges and rights of any Bondholder. R. Performing Duties. The Town will faith- fully and punctually perform all duties with respect to the System required by the Constitution and laws of the State of New Mexico and the ordinances and resolutions of the Town, including but not limited to making and collect- ing reasonable and sufficient rates and charges for -42- services rendered or furnished by the System and proper segregation of the revenues of the System and their ap- plication in the manner provided in this ordinance. S. Other Liens. Other than as set forth in this ordinance, there are no liens or encumbrances of any nature whatsoever, on or against the System or the revenues derived or to be derived from the operation of the same. Section 22, Events of Default. It is an "event of default" if: A. Nonpayment of Principal. Payment of the principal of any 1976 Bond is not made when due at ma- turity or ��pon prior redemption. B. Nonpayment of Interest. Payment of in- terest Is not made when due. C. Incapable to Perform. The Town is not capable of fulfilling its obligations hereunder . D. Default of any Provision. The Town de- faults in the punctual performance of its covenants here- under for sixty days after written notice shall have been given by the holders of at least twenty-five percent (25%) in principal amount of the outstanding 1976 Bonds. Section 23 . Remedies of Default. Upon the oc- currence and continuance of any event of default, the holder or holders of not less than twenty-five per cent (25%) in principal amount of the outstanding 1976 Bonds or a trustee therefor may protect and enforce the rights of any Bondholder by proper legal or equitable performance of any covenant, the appointment of a receiver (the con- sent to such appointment being hereby granted) , injunctive relief, or requiring the Board to act as if it were the trustee of an express trust, or any combination of such remedies . All proceedings shall be maintained for the equal benefit of all holders. Any receiver appointed to protect the rights of Bondholders may take possession and operate and maintain the System in the same manner as the Town itself might do. The failure of any holder to proceed does not relieve the Town or any person of any liability for failure to perform any duty hereunder. The foregoing rights are in addition to any other right and -43- 0 the exercise of any right by any Bondholder shall not be deemed a waiver of any other right. Section 24. Duties upon Default. Upon the happening of any event of default, the Town will perform all proper acts to protect and preserve the security created for the prompt payment of the principal of and interest on the 1976 Bonds. In the event the Town fails or refuses to proceed as in this section provided, the holder or holders of not less than twenty-five percent (25%) in principal amount of the outstanding 1976 Bonds , after written demand, may proceed to protect and enforce the rights provided in this section. All proceeds de- rived therefrom shall be distributed as net income. Section 25. Prior Charge upon Lower Rates. If any body, commission or authority lawfully prescribes a lower schedule of rates than that contemplated by this ordinance, then the payment of principal and interest on the 1976 Bonds and parity bonds shall constitute a =irst and prior charge on net revenues. Section 26 . Defeasance. When the 1976 Bonds have been paid, the pledge and lien and all obligations hereunder shall be discharged and the 1976 Bonds shall no longer be deemed to be outstanding. Payment shall be deemed made when the Board has placed in escrow with a commercial bank exercising trust powers, an amount suf- ficient (including the known minimum yield from Federal Securities) to meet all requirements of principal, inter- est and prior redemption premium, if any, as the same be- come due to their final maturities or upon designated prior redemption dates. Any Federal Securities shall be- come due when needed in accordance with a schedule agreed upon between the Board and such bank: at the time of the creation of the escrow or shall be subject to redemption at the option of the holder thereof to assure the avail- ability thereof when needed to meet such schedule. Fed- eral Securities within the meaning of this section shall include only direct obligations of, or obligations which are unconditionally guaranteed by, the United States of America. Section 27. Delegated Powers . The officers of the Town be, and they hereby are authorized and directed to take all action necessary or appropriate to effectuate -44- the provisions of this ordinance, including the printing of the 1976 Bonds (including the opinion of counsel if so agreed to) , the preparation of and execution by the Town officials of any certificates reasonably required by the FmHA and the execution and delivery of the 1976 Bonds. r Section 28. Amendment of Ordinance. This or- dinance may be amended, without receipt by the Town of any additional consideration, but with the written con- sent of the holders of seventy-five percent (75%) in principal amount of the 1976 Bonds the}i outstanding; but no ordinance adopted without the written consent of the holders of all outstanding 1976 Bonds shall have the effect of permitting: A. An extension of the maturity of any 1976 Bond; or B. A reduction in the principal amount or interest rate of any 1976 Bond; or C. The creation of a lien upon revenues A ranking prior to the lien or pledge created by this or- dinance; or D. A reduction of the principal amount of 1976 Bonds required for consent to such amendatory ordi- nance; or E. The establishment of priorities as be- tween 1976 Bonds issued and outstanding under the provi- sions of this ordinance; or F. The modification of or otherwise af- fecting the rights of the holders of less than all of the outstanding 1976 Bonds. The provisions of this section shall not apply to any amendment of this ordinance which will not adverse- ly affect the 1976 Bonds it such amendment is effective prior to the issuance of any of the 1976 Bonds. Section 29 . Ordinance Irrepealable . After any of the 1976 Bonds are issued, this ordinance shall be and remain irrepealable until the 1976 Bonds and the interest thereon shall be fully paid, canceled and discharged, as herein provided. -45- i a Section 30. Severability Clause. If any sec- tion, paragraph, clause or provision of this ordinance shall for any reason be held to be invalid or unenforce- able, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this ordinance. Section 31. Repealer Clause. All bylaws, orders, resolutions and ordinances, or parts thereof, ex- cept Ordinances Nos. 528 and 621, inconsistent herewith are hereby repealed to the extent only of such inconsist- ency. This repealer shall not be construed to revive any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 32 . Emergency Clause and Effective Date. This ordinance is necessary for the preservation of the public health, peace and safety of the inhabitants of the Town and because the Town is in great need of the Project, this ordinance is hereby declared to be an emer- gency measure on the ground of urgent public need. Imme- diately upon the adoption of this ordinance by at least three-fourths of all of the fully authorized members of the entire Board and upon its final passage, the ordinance shall be recorded in the book of ordinances of the Town kept for that purpose, authenticated by the signatures of the Mayor and Town Clerk, and the title and general sum- mary of the subject matter contained in this ordinance (set out in Section 33 below) shall be published in the Taos News, a newspaper which maintains an office in and is of general circulation in the Town, in accordance with law, and this ordinance shall be in full force and effect five days after such publication. Section 33. General Summary for Publication. Pursuant to Section 14-16-4 , New Mexico Statutes Annotated, 1953 Compilation, as amended, the title of , and a general summary of the subject matter contained in this ordinance shall be published in substantially the following form: -46- i (Form of Summary of Ordinance for Publication) TOWN OF TAOS NOTICE OF ADOPTION OF ORDINANCE NO. 640 NOTICE IS HEREBY GIVEN of the title and of a general summary of the subject matter contained in Ordi- nance No. 640 duly adopted and approved by the Board of Trustees of the Town of Taos , New Mexico, on June loth 1976. A complete copy of Ordinance No. 640 is avail- able for public inspection during the normal and regular business hours of the Town Clerk in the office of the Taos Clerk, Town Hall (i.e. , Municipal Offices) on Armory Street in the Town of Taos , New Mexico. The title of Ordinance No. 640 is: AN ORDINANCE PROVIDING FOR THE EXTENSION, EN- LARGEMENT, BETTERMENT AND OTHER IMPROVEMENT OF THE MUNICIPAL JOINT WATER AND SEWER SYSTEM OF THE TOWN OF TAOS, NEW MEXICO; DECLARING THE NECESSITY FOR MAKING AND ISSUING THE TOWN 'S JOINT WATER AND SEWER EXTENSION REVENUE BONDS, PAYABLE SOLELY OUT OF THE NET INCOME TO BE DERIVED FROM THE OPERATION OF SUCH JOINT SYS- TEM; AUTHORIZING THE ISSUANCE AND SALE OF SUCH REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $500 , 000; PROVIDING FOR THE DISPOSITION OF THE INCOME TO BE DERIVED FROM THE OPERATION OF SAID JOINT SYSTEM; ADOPTING BY REFERENCE CER- TAIN PROVISIONS OF ORDINANCE NO. 528 , ADOPTED AND APPROVED ON JULY 1 , 1963 ; PRESCRIBING OTHER DETAILS CONCERNING SAID REVENUE BONDS, INCLUD- ING BUT NOT LIMITED TO COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; RATIFYING ACTION PRE- VIOUSLY TAKEN CONCERNING SAID JOINT SYSTEM AND SAID BONDS; REPEALING ALL ORDINANCES IN CON- FLICT HEREWITH; AND DECLARING AN EMERGENCY. The following is a general summary of the sub- ject matter contained- in Ordinance No. 640 Preambles recite such matters as : Town ' s exist- ence and ownership of the municipal water and sewar system (the "System" ) . its only present outstanding oU igations payable from revenues of the System being the issue of Joint Water and Sewer Refunding Revenue Bonds , Series July 1, 1963 ("1963 Bonds" ) and the issue of Joint Water and Sewer Extension Revenue Bonds, Series July 1 , 1973 ("1973 Bonds" ) , the need to extend, enlarge, better and otherwise improve the System, the ordinances authorizing the 1963 Bonds and the 1973 Bonds providing for the issu- ance of bonds having a lien on the System on a parity -47- with the lien of the 1963 Bonds or the 1973 Bonds upon compliance with certain conditions, but that such limi- tations may not be met, the sufficiency of anticipated revenues to pay outstanding and the proposed bonds, the receipt of a commitment from the United States of America, Farmers Home Administration ("FmHA") for the purchase of the Town' s Joint Water and Sewer Extension Revenue Bonds, Series 1976 ("1976 Bonds") to be authorized for par and an interest rate of 5% per annum; and the determination of the Board of Trustees of the Town to authorize the issuance of the 1976 Bonds and of the Town ' s Joint Water and Sewer Extension Revenue Bonds, Series 1976 ( "1976 Bonds") . Sections 1 through 4 define terms (incorporat- ing by reference some of the provisions of Ordinance No . 528) , ratify action by officers of the Town in connection with the Projec-`. (i.e. , extending, enlarging, bettering and otherwise improving the System) and the 1976 Bonds, establish that the water and sewer facilities shall con- tinue to be a single joint system and authorize the ac- quisition of the Project. Section 5 authorizes the 1976 Bonds and gives details thereof, including but not limited to : the issu- ance in the aggregate principal amount of $500, 000 , dating the 1976 Bonds as of the date of delivery, specifying 500 bonds in the denomination of $1, 000 each, providing that the 1976 Bonds shall bear one set of interest coupons, un- less registered, such interest being payable May 1 and No- vember 1 of each year, commencing November 1 , 1976 , and bearing interest at a rate of 5% per annum, providing for the place and manner of payment of principal of and inter- est on the 1976 Bonds, providing that the 1976 Bonds mature serially or in installments in varying amounts on November 1 in the years 1978 to 2000, providing for prior redemption under certain conditions, and for negotiability and registra- tion as to payment. Sections 6 through 10 provide for the form and method of execution of the 1976 Bonds and coupons and regis- tration panel, that the 1976 Bonds are special obligations payable from the net revenues of the System, provide the form of the 1976 coupon Bonds, coupons and registration grid, and the form and use of a single bond in the aggre- gate principal amount of $500,000 without coupons. -48- EAt RM t' Sections 11 through 18 determine the period of usefulness of the Project, provide for the disposition of the proceeds of the 1976 Bonds into a construction fund, that the purchasers are not responsible for appli- cation of the bond proceeds, establish the fiscal year for the System, provide for continued deposit into the Income Fund previously established and provide for the Bond Fund and Reserve Fund for the 1976 Bonds and other details concerning said funds and net revenues of the System, for the administration of all funds and accounts created or continued by the ordinance, for the investment of moneys in the funds, the places and times of deposit of money in the funds, that the 1976 Bonds shall not be i arbitrage bonds, that the 1976 Bonds constitute a first (but not an exclusively first) lien on the net revenues of the System, subject and junior to the prior and supe- rior lien for the 1963 Bonds and 1973 Bonds, and for equality among the 1976 Bonds in the application of the net revenues . Sections 19 through 21 set forth the terms and conditions under which parity lien bonds may be issued, permit the issuance of bonds having a subordinate lien, prohibit the issuance of bonds having a superior lien, set out the terms and conditions relative to refunding bonds and provide for protective covenants whereby the Town covenants with each bondholder for the protection of each bondholder covering such matters as: use of bond proceeds; payment of the 1976 Bonds; charges for the use of the System; levy of charges; efficient operation of the System; records; right to inspect the System; audits and budgets concerning the System, billing procedures and discontinuance of service; use of 1976 Bond Fund and Re- serve Fund; charges and liens upon the System; :insurance; prohibition against competing system; alienating System; extending interest payments; sarety bonds , faithful per- formance of duties by Town; other liens; and Town' s existence. Sections 22 through 33 concern events of default and remedies for and duties upon default, provide for prior charges upon lower rates, defeasance, delegate cer- tain powers to Town officials, provide a procedure for amendment of the ordinance, state the ordinance is irre- pealable, provide for severability and repealer clauses, -49- declare an emergency and provide for the effective date of the ordinance and a form for publication. There is also a statement by the Mayor that. this ordinance is an emergency. i WITNESS my hand and the seal of the Town of Taos, New Mexico, this 10th day of June, 1976. 4 /s/ Josephine Gonzales Town Clerk (SEAL) r (End of Form of Summary of ordinance for Publication) i I 1 i 1 i i i r -50- :a PASSED, ADOPTED, SIGNED AND APPROVED this 10tb day of June, 1976. Ma or (SEAL) i Attest: Town Glerk I, the Mayor of the Town of Taos, New Mexico, do hereby declare that an emergency exists with respect to the foregoing ordinance because of the urgent need for the Project which is for the public health, safety and welfare of the Town and that any publication of such ordinance prior to its adoption hereby is declared to be unnecessary. WITNESS my hand this loth day of June, 1976 . V LL ayor -51- Thereupon, the Mayor, pursuant to Section 14-16-2.1, NMSA 1953 declared that such ordinance is an emergency, such declaration being set forth in the statement attached to the ordinance. It was then moved by Trustee Fernando Valdez and seconded by Trustee Lawrence Santistevibbat any and all rules of the Board of Trustees which *might prevent, un- less suspended, the final passage and adoption of this ordinance at this meeting be, and the same hereby are j suspended for the purpose of permitting the final pas- sage and adoption of this ordinance at this meeting. The question being upon the adoption of said motion and the suspension of the rules, the roll was called with the following result: Those Voting Aye :. Lawrence Santistevan Fernando Valdez Joe A Sanchez i Those Voting Nay: None Those Absent: FI=liplAantete Three members of the Board of Trustees having voted in favor of said motion, the presiding of- ficer declared said motion carried and the rules suspended. Trustee Fernando Valdez then moved that said or- dinance be passed and adopted as read. Trustee Lawrence Santisk.evan seconded the motion. The question being upon the passage and adoption of said ordinance, the roll was called with the following result: Those Voting Aye: Lawrence Santistevan Fernando Valdez Joe A. Sanchez Those Voting Nay: None Those Absent: Eloy Jeantete The Mayor thereupon declared said motion car- ried by the affirmative vote of at least three-fourths of the members of the entire Board of Trustees and the said ordinance duly passed and adopted. -52- Upon motion duly adopted, it was ordered that said ordinance, after due authentication by the Mayor of the Town of Taos and the Town Clerk, be recorded accord- ing to law. Thereupon, the Board of Trustees considered other business not concerning the Town's bonds. Thereafter, there being no further business to come before the meeting, the same was, on motion made, seconded and unanimously adopted, duly adjourned. (2p, M or (SEAL) est: Towh;Clerk -53- STATE OF NEW MEXICO ) ) COUNTY OF TAOS ) SS. ) TOWN OF TAOS ) I, Josephine Gonzales , Town Clerk of the Town of Taos, New Mexico (the "Town") , do hereby certify : 1. The foregoing pages numbered from 1 to 53 , inclusive, constitute a full, true and correct copy of the record of the proceedings taken by the Board of Trustees of the Town at a lawful public regular- meeting f•�'` thereof , held at 7:30 p.m. on June 10, 1976 , at the Town Hall (i.e. , the Town ' s Municipal Offices) on Armory Street, in Taos , New Mexico , insofar as said proceedings relate to an ordinance , a copy of which is therein set forth, and said copy of said ordinance as contained in said proceed- ings is a full, true and correct copy of the original of said ordinance as passed by the Board of Trustees at said meeting. 2. Said original ordinance has been duly authen- ticated by the signatures of the Mayor of the Town and my- self as Town Clerk , sealed with the corporate seal of the Town, signed and approved by th6 Mayor thereof, and recorded in the boob of ordinances-of the Town kept for that purpose in my office , which record has been duly signed by said officers and sealed with the seal of the Town. 3 . Attached hereto as Exhibit A is a correct copy of the affidavit of publication of the Notice of Meeting And Proposed Ordinance for the meeting at which said ordinance was adopted. Said notice was published at least two weeks prior to the date of said meeting , in full conformity with Sections 14-16-2.1 and 5-6-23 , New Mexico Statutes Annotated, rri 1953 Compilation, as amended, and with a resolution adopted by the Board of Trustees on March 24 , 1976 , which �?" - established reasonable notice for actions by the Board of Trustees pursuant to Section 5-6-23 , New Mexico Statutes Annotated, 1953 Compilation, as amended. 4 . Said ordinance was on June 17 , 1976 , published by title and summary in the Taos News , being the official newspaper and newspaper which maintains an office in and is of general circulation within the Town, a copy of the affidavit of publication therefor being at- cached as Exhibit B. -54- I s 5. The Mayor and three other members of the Board of Trustees were present at said meeting, and the members of the Board of Trustees voted on the passage of said ordinance as in said minutes set forth. 6. All members of the Board of Trustees were 1 given due notice of said meeting. IN WITNESS WHEREOF, I have hereunto set-my , hand and the seal of the Town this day of 1976. . Town Clerk (SEAL) t I i i -55- s f EXHIBIT A (Attach Affidavit of Publication of Notice of Meeting) -!AL ADVERTISEMENT LEGAL ADVERTISEMENT TOWN OFTAOS, the administration of all funds and ac• Affidavit of Publication NEWMEXICO counts created or continued by the or. NOTICEOFMEETING dinance,for the Investment of moneys in AND PROPOSED ORDINANCE the funds,the places and times of deposit 11CO3 The Board of Trustees of the Town of of money in the funds,that the 1976 Bonds Taos therein the"Town"), New Mexico, shall not be arbitrage bonds,that the 191 hereby gives notice of Its intention to hold Bonds constitute a first (but not an ex• a regular public meeting at 7:30 p.m.,on elusively first)Ilan on the net revenues of Thursday,June 10,1976,at Ina Town Hall the System,subject and junior tO the prior , Johnny M. Garcia (i.e., the Town'% Municipal Offices on and superior lien for the 1963 Bonds and ...---»._...._............. __ .» ..�... ..» .... .__..»..__.............. Armory Street) in Taos,New Mexico.At 1973 Bonds, and for equality among the such meeting,the Board will adopt an or. 1976 Bonds in tha application of the net nyorn, declare and say that I am the (Business Manager) (Editor) of the dinance relating to Its proposed Joint revenues. Water and Sewer Extension Revenue Sections 19 through 11 set forth the terms T a o S New S Bonds, Series 1976 and will consider and and conditions under which parity lion _ ,,,,•-•,,., , , ,,•,,,•••,•,,,„....................„_......•..... a weekly newspaper, bonds may be Issued,permit the Issuance »...._...».�.».. ..„ take any other necessary businactioess whit tng to of bonds having a subordinate lie, English Lan 8 e, and having a general circulation in the City and County ' such bonds end other business which may $� � $ $ $ Y come before the Board. The tine and prohibit the Issuance of bonds having + New Mexico, and been anewspaper dui ualitied to publish legal notices subject matter of such propose!ordinance superior lien,set out the terms and can. $ y 9 P $ Is as follows: ditions relative to refunding bonds and its under the provisions of Chapter 167 of the Session Laws of 1937: that the AN ORDINANCE PROVIDING FOR he Townovide oco entantsve covenants with each bondhereby older of which is hereto attached, was published in said paper once each week THE EXTENSION, ENLARGEMENT, for Ilse protection of each bondholder �y P P P BETTERMENT AND OTHER IM• PROVEMENT Or- THE MUNICIPAL covering such matters as: use of bon JOINT WATER A0O SEWER SYSTEM proceeds; payment of the 1976 Bonds; ,,,,,,,,,,,,,,Consecutive weeks, and on the some day of each week in the regular OF THE TOWN OF TAOS, NEW charges for the use of the System;levy of M E X I C O; DECLARING THE charges; efficient operation of 'he -r during the time of publication, and that the notice was published in the NECESSITY FOR MAKING AND Sysl.,n; records; right to Inspect the t ISSUING THE TOWN'S JOINT WATER System; 1em; au,ftb and ill np budgets concerning esr ling AND SEWER EXTENSION REVENUE BONDS. PAYABLE SOLELY OUT OF discontinuance ol service;use of1976Bortp r, and not in any supplement, once each week for............1.............................weeks THE NET INCOME TO BE DERIVED Fund and Reserve Fund; charges and FROM THE OPERATION OFIN SUCH liens prohibition the o nst5 competing mpetingsuranc sys system; •first publication being on the..........................day of....,May............................... JOINT SYSTEM: AUTHORIZING THE !SSUANCE AND SALE OF SUCH alienating System; extending interest REVENUE BONDS IN THE payments; surety bonds, faithful per- AGGREGATE PRINCIPAL AMOUNT OF formance of duties by Town;other liens; 9st publication on the........Z7...........day of...........MAY..................................1 19...7.6; $500.000; PROVIDING FOR THE and Town's existence. DISPOSITION OF THE INCOME TO BE Sections 22 through 33 concern events of said advertisement has been (duly made) or (assessed as court costs); that DERIVED FROM THE OPERATION OF default and remedies for and duties upon Tas personal knowledge of the matters and thin set forth in this affidavit. SAID JOINT SYSTEM; ADOPTING BY default, provide for prior charges upon P $ 85 REFERENCE CERTAIN PROVISIONS lower rates,defessance,delegate certain OF ORDINANCE NO. 520, ADOPTED powers to Town officials, provide a i AND APPROVED ON JULY 1, 1963; orocedure for amendment of the or. PRESCRIBING OTHER DETAILS dinance, stale the ordinance is (� /f'ii•t G L4i' „ C tif✓� CONCERNING SAID REVENUE BONDS, Irrepealable,provide for severability and INCLUDING BUT NOT LIMITED TO repealer clauses, declare an emergency Editor-Manager COVENANTS AND AGREEMENTS IN and provide for the'elfective data of the CONNECTION THEREWITH; ordinance and a form for publication. RATIFYING ACTION PREVIOUSLY •There is also a statement by the Mayor Subscribed and sworn to before me this...... ..................................... TAKEN CONCERNING SAiD JOINT that this ordinance is an emergency. _, .-r SYSTEM AND SAID BONDS; COMPLETE COPIES OF THIS day o£...._.».»........... ... REPEALING ALL ORDINANCES IN PROPOSED ORDINANCE ARE ON FILE ( 'C A.D. 19.`..„,', .. _. �,...I,»..._..................................., CONFLICT HEREWITH;and declearinp IN THE OFFICE OF THE TOWN CLERK, / an emergency. MUNICIPAL OFFICES (ON ARMORY - The following is a general summary of STREET)IN TAOS.NEW MEXICO,AND the subject matter contained In Ordinance ARE AVAILABLE DURING NORMAL lam) ,�,�>,. NESS HOURS OF ..._.._.» �:. ,. . _..... e............. ..........» .._.'i......._ No.Laa. THE TOWN AND LCLERK AR IUPON REQUEST NotaryPublicl Preambles recite such matters the AND PAYMFMT OF A REASONABLE - Town's existence and ownership of 1M CHARGE. ' municipal water and sewer system (the CWITNESS In "System"). Its only present outstanding y hani and the seal of the My commission expires obligations payable from revenues of the Town of Taos,New Mexico.this dayof System being the issue of Joint Water and i1976. Sewer Refunding Revenue Bonds,Series .••,•_• „,„„ ,•»,. » July 1,19671"1963 Bonds")and the Issue of Town Clerk . .».................». ». ».... .._ ........................................ Joint Water and Sewer Extension Revenue ' (Legal No.3229;Pub.May,27.1976) Bonds,Series July 1.1973 1"1973 Bonds"),J the need to extend, enlarge, better and otherwise improve the System, the or. dinances authorizing the 1963 Bondi and the 1973 Bonds providing for the issuance of bonds having a lien on the System on a parity with the lien of the 1963 Bonds or the 1913 Bonds upon compliance with certain conditions,but that such limitations may not be met,the sufficiency of anticipated revenues to pay outstanding and the Proposed bonds, 1M receipt of a com- mitment Irom the Unit(d States'01 America, Farmers Home Administration 1"FmHA")for the purchase of the Town's Joint Water and Sewer Extension Revenue, Bonds, Series 1976 ("1976 Bonds") to be authorized for par and an Interest rate of S%per annum; and the determination of the Board of Trustees of the Town to authorize the Issuance of the 1976 Bons and of the Town's Joint Water and Sewer Extension Revenue Bonds, Series 1976 1"1976 Bonds"). leetlons 1 throiph 1 define terms (in• corporatin9 by reference same of the• provlslons of Ordinance No.528) ,ratify ac%n by officers of the Town in'can- nection with the Project 04.,extending, enlarging, bettering and otherwise im• proving the System) and the 1976 Bonds, establish that the water and sewer facilities shall continue to be a single joint —5 6- syttem and authorize the acquisition of the Project. Section S authorizes the 1976 Bons and 91ves details thereof, including but not limited to:the lu on—,;a m..__.._... • EXHIBIT B f (Attach Affidavit of Publication of the Ordinance Subsequent to Adoption) i t esfghlish The fiscal year for the •%Joseph me Gonzales System, the for continued deposit Town Cier6 Into the Income Fund previously (SEAL) established and provide for the Bond (Legal No.32":Hub.June 17.t976 Fund and Reserve Fund for the 1976 Bonds and other details concermnc said funds and net revenues of iM . System,for the administration of all funds and accounts created or con tinued by the ordinance, for the 'n vestment of moneys in the funds,the place%and limes of deposit of mono. In the funds,that the 1976 Bonds snap not be arbitrage bonds,that the 1976 `Bonds constitute a first (but"Of an treve.exclusively first) to subject the net Affidavit of Publication (revenutt of the System,wblect and tfor'or to the prior and the 1%3 Bonds d�rloides sand for *quality a...at the 1976 Now Mexico, 1 "was th the ippitcallon of/he no, } M. avenues, if Taos J1 Ssdiam 19"WKVh M Mt forth the erms and conditions under which arity lien bonds may be issued. Johnny M. Garcia ormit the Issuance of bonds having a -»—»• - ubordinate lien, prohibit the -r / ►suance of bonds having a superior St duly sworn, declare and say that I am the (Business Manager) (Editor) of the Ion.set out the terms and conditions c slative to refunding bonds and T d O S News irovide for protective covenants «.«« ' whereby the Town covenant$ with `" " " " «"' •••'•. ` —` ' ' ` «- ••- a weekly newspaper, ' 'ach bondholder for the protection of in the English Language, and having a general circulation in the City and County -ach bondholder covering such , c natters as: use of bond proceeds; Mate of New Mexico, and being a newspaper duly qualified to publish legal notices t of the of the the Systeondsim charge$ 'tisements under the provisions of Chapter 167 of the Session Laws of 1937: that the ' or the use of the System IeVy 01 p P harge%: efficient operation of the ii, a copy of which is hereto attached, wpa t.bl:sned in said paper once each week iystem;records;tight 10Inspect the 1' p Pe t iysten„ audits and budgets con* { trocedurtt and dl$sonlinusnce of ,""'•"""'-•"-.........erning the System, billing consecutive weeks, and on the same day of each week in the regular troced service; ute of 1976 bond Fund and �e r during the time of publication, p i ieserve Fund; charges and Ilene PBPe 8 p ication, an(1 that the notice was published in the ipon the System; Insurance; itlon against competing system; r, and not in an supplement, once each week for...........I. ...weeks fystem; alienating sy$t*m; ex• Pry Y uPP ......................... lending Interest payments( wrety rat publication being on Pte..._.2........._.day of....._...J u n.e..._...._............_..... t publication on the.......1..7............day of..........._...Jun.e.......................... 19.....ZEz; ►id advertisement has been (duly made) or (assessed as court costs); that s personal know( !the matters and things set in this affidavit. Editor-Manager i Subscribed and sworn to before me this...__ _ L ....._ .�._ . day of..___.____...__ _...., _!�f>,.::...._.___ .« _.A.D., 19 jL . Notary Public) My commission expires l —s7— f, - x 0 CONSENT TO NOTICE OF SPECIAL MEETING HELD ON JUNE 101 1976 TO THE BOARD OF TRUSTEES OF THE TOWN OF TAOS COUNTY OF TAOS STATE OF NEW MEXICO: The special meeting of the Board of Trustees of the Town of Taos, which was held at the Town's Munici- pal offices on Armory Street, in the Town of Taos, County of Taos and State of New Mexico at 7 :30 p.m. , on Thursday, the loth day of June, 1976, for the purpose of consider- ing action relating to the Town'-s joint water and sewer system and for the transaction of such other business incidental to the foregoing as may come before said meet- ing, was duly called by the undersigned Mayor more than twenty-four hours prior to the start of such meeting. ayor Town C k We, the undersigned members of the Board of Trustees of the Town of Taos, do hereby acknowledge receipt of written notice of such special meeting of June 10, 1976. We were given nol--1-ce of such meeting (in- cluding the time, place and the matters to be acted upon, i.e. , Ordinance No. 640) by Taos News at least twenty-four hours prior to such meeting. We hereby waive any and all irregularities, if any, in such nc tice and in the manner of service thereof upon us, and consent and agree to the holding of such special meeting at the time and place specified in said notice, and to the transaction of any and all business which came before such meeting. BOARD OF TRUSTEES -58- STATE OF NEW MEXICO ) GENERAL AND COUNTY OF TAOS ) SS. NO-LITIGATION CERTIFICATE TOWN OF TAOS ) IT IS HEREBY CERTIFIED by the undersigned, the duly chosen, qualified and acting Mayor, Town Clerk- Treasurer and Town Attorney of the Town of Taos (herein the "Town") , in the County of Taos and State of New Mexico : 1. As determined by the federal census of 1970, the population of the Town was 2 ,475, and the present es- timated population is 2950 2 . The Town was incorporated pursuant to and is now operating under the general laws of the State of New Mexico as a Town; the Town was incorporated as a Town on ti the 7th day of May, 1934; and the validity of such incor- poration and organization has never been questioned. 3. The Town as originally incorporated has nev- er bean consolidated with or annexed to any other munici- pality, and no territory has been disconnected from the Town as originally incorporated. 4. From at least the first day of March, 1916 up to and including the date of this certificate, the fol- lowing have been and now are the duly chosen , qualified and acting officers of said Town: Mayor: Phillip Cantu, Jr. Trustees : Lawrence Santistevan Fernando Valdez Joe A. Sanchez Eloy Jeantete Town Manager: Ernest Romero Town Clerk-Treasurer: Josephine Gonzales Town Attorney: James M. Brandenburg 5. There is no reason within our knowledge why the Town may not deliver its "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976" in the ag- gregate principal amount of $500 , 000 (herein the "Bonds" or "1976 Bonds" ) , which are being delivered originally as a single bond in the denomination of $500, 000. -59- l 6. Subsequent to the authorization to issue the 1976 Bonds, the Town has not pledged or otherwise encum- bered any of the revenues derived from the operation of its joint water and sewer system (as defined in Ordinances Nos. 528 , 621 and 640 and herein the "System" ) or any part thereof; and there are no liens or encumbrances of any kind or description against such revenues of the System except the liens or encumbrances designated in Ordinance No. 528, adopted and approved on July 1 , 1963 , authorizing the Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963 , in Ordinance No. 621, adopted and approved on May 1 , 1973 , authorizing the issuance of the Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series May 1 , 1973, and in Ordinance No . 640 , adopted and approved on June 10 , 1976 , authorizing the is- suance of the 1976 Bonds. 7. No litigation, of any nature is now pending or insofar as is known to the undersigned, threatened (ei- ther in state or federal courts) restraining or enjoining the issuance, sale , execution or delivery of the 1976 Bonds, the extending, enlarging, bettering and other im- proving of the System (herein the "Project") , or the levy, fixing, charging, collection or application of adequate revenues, rates and charges to pay the cost of operation and maintenance of the System and the payment of the prin- cipal of and interest on the 1976 Bonds or the pledge thereof or otherwise carrying out the terms and provisions of the ordinances and resolutions authorizing the issuance of said 1976 Bonds or otherwise concerning them . and the covenants and agreements therein, or in any manner ques- tioning or otherwise affecting the validity thereof; neither the corporate existence or boundaries of the Town nor the title of its present officers to their respective offices is being contested; and no proceedings or author- ity for the issuance, sale, execution or delivery of said 1976 Bonds have, or has been repealed, rescinded, revoked, modified, changed or altered in any manner. 8. The regular meetings of the Board of Trustees are scheduled to be held at the Town ' s Municipal Offices, on Armory Street, within the Town at the hour of 7 : 30 p.m. , on the second Wednesday of each month. -60- a a s 9. No referendum petition concerning any of the ordinances, resolutions, or other proceedings concern- ing the Project, any of the revenues of the System, and rates and revenues of the 1976 Bonds to be issued, has been filed; and to the best of our knowledge, none is be- ing circulated or planned for circulation. 10. The population of the Town is not less than seventy-five percent English speaking , and is less than twenty-five percent Spanish speaking. 11. To the best of our knowledge, neither the Mayor, any member of the Board of Trustees, nor any other officer, employee , or any other agent of the Town is in- terested (except in the performance of his official rights, privileges, powers and duties) , directly or indirectly, in the profits of any contract, or job of work, or services to be performed , appertaining to the issuance of the Bonds or to the effecting of the Project . i 12. The Town has no written bylaws or rules of procedure. 13. The Taos News is a legal newspaper which maintains an office in and is of general circulation in Taos, New Mexico. 14 . The Town owns its own source of water supply and does not purchase water for distribution. 15 . The Town has not adopted the New Mexico Pub- lic Service Commission regulatory and supervisory provisions of Chapter 84 , Laws of New Mexico, 1941, pursuant to the .local option provisions of ;section 17A of said Chapter 84 , also cited as Section 68-5-5, New Mexico Statutes Annotated, 1953 Compilation, or otherwise. 16. The 1976 Bonds are not obligations (A) which are issued as part of an issue all or a major portion of the proceeds of which are to be used directly or indirectly in any trade or business carried on by any person who is not an exempt person within the meaning of paragraph (3) of Section 103 (c) , United States Internal Revenue Code of 1954 , as amended (herein the "Tax Code" ) , and (B) the payment of the principal or interest on which (under the terms of such obligations or any underlying arrangement) is, in whole or -61- I in major part (i) secured by any interest in property used a or to be used in a trade or business or in payments in respect of such property, or (ii) to be derived from pay- ments in respect of property, or borrowed money, used or to be used in a trade or business. Thus the 1976 Bonds are not "industrial development bonds" within the meaning of Section 103 (c) , Tax Code, and the applicable regulations thereunder promulgated by the Internal Revenue Service. 17 . Federal grants or loans for the Project be- ing financed by the 1976 Bonds have been or will be re- ceived from the U.S. Economic Development Administration; and to the best of our knowledge, the necessary proceed- ings relating to required federal environmental impact statements have been taken. Except as aforesaid , such Project will not be supported in whole or in part through any other contracts entered into by or grants, subsidies, loans or other forms of funding assistance made by any agency of the United States Government, and such Project does not and will not involve a lease entered into by or a permit, license, certificate or other entitlement for use issued by any agency of the United States Government . 18 . The Board of Trustees gave two weeks' notice by publication of the meeting at which Ordinance No. 640 was adopted , in conformity with Section 5-6-23 , NMSA, 1953 Compilation, as amended, and with Resolution No. 76-3 , adopted by the Board of Trustees on March 24 , 1976 (super- seding Resolution No. 741 , which previously established standards as to what constitutes reasonable notice of Board meetings) and Section 14-16-2 . 1, NMSA 1953 . No meetings of a quorum of the Board of Trustees discussing the 1976 Bonds or the Project to be financed by the 1976 Bonds occurred subsequent to October 16, 1974 without compliance with Section 5-6-23, NMSA, 1953 Compilation, as amended , and either Resolution No. 741 or Resolution No. 76-3 , whichever was then applicable. 19. This certificate is for the benefit of each holder of any of the 1976 Bonds from time to time. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the Town of Taos, in the -62- County of Taos and State of New Mexico, this 20th day of August , 1976. CC ayo / T.60n Cler easurer (SEAL) Town Attorney -63- STATE OF NEW MEXICO ) ) COUNTY OF TAOS ) SS. SIGNATURE CERTIFICATE ) TOWN OF TAOS } We, the undersigned, the duly qualified and act- ing Mayor, Clerk and Treasurer of the Town of Taos (the "Town") , Taos County, New Mexico, do hereby certify: 1. The undersigned at the date of the signing hereinafter stated, and on the date hereof , are the duly chosen, qualified and acting officers authorized to execute the non-negotiable single bond hereinafter described and hold the offices indicated by the official titles set oppo- site our respective names. 2. On AiigiLQt 2Q, 1976 , the undersigned Mayor, Town Clerk and Town Treasurer officially signed, manually subscribed, executed and attested the non-negotiable single bond numbered R-1 described as the "Town of Taos Joint Water and Sewer Extension Revenue Bond, Series 1976" (the "Bond" ) in the aggregate principal amount of $500, 000, or such lesser sum as shall represent the aggregate advances made to the Town by the Farmers Home Administration of the United States Department of Agriculture, authorized by Or- dinance No. 640, passed, adopted, signed and approved on June 10, 1976. 3 . The seal. of the Town which has been impressed on the bond is the legally adopted, proper and only official corporate seal of the Town. WITNESS our hands and the seal of the Town this 20th day of August , 1976. TERM OF OFFICE SIGNATURE OFFICIAL TITLE EXPIRES C Mayor March 7 8" Town Clerk N/A Town Treasurer N/A EA4f/ The signatures above guaranteed as those of the officers designated above. First State Bank of Taos BANK (BANK SEAL) By /s � �.,._.✓ -64- / STATE OF NEW MEXICO ) DELIVERY CERTIFICATE COUNTY OF TAOS ) SS. AND RECEIPT TOWN OF TAOS ) We, the undersigned, the duly qualified and act- ing Mayor, Clerk and Treasurer of the Town of Taos, Taos County, New Mexico, do hereby certify: 1. On A„g„st 2.0_, 1976, the undersigned Treasurer delivered to the United States of America, Farmers Home Administration, Department of Agriculture ("FmHA") the non-negotiable single bond numbered R-1 in the aggregate principal amount of $500 ,000, designated as the Town of Taos Single Registered Joint Water and Sewer Extension Revenue Bond, Series 1976 ("Bond" ) , and received from the FmHA in payment therefor, the sum of $500,000. 2. On such date, we dated such Bond numbered R-1 with such date of delivery. 3. At the time of said delivery, no coupons were attached to the Bond because the Bond was registered as to both principal and interest as provided in paragraph 4 hereof. 4. Simultaneously with the delivery of the Bond, the Clerk entered the name "United States of America, Farm- ers Home Administration" in the registration book estab- lished for that purpose as the initial owner of the Bond . WITNESS our hands and the seal of the Town this 20th day of August , 1976. May T w -1 k Town Tr a su r e r -65- STATE OF NEW MEXICO ) BOND PROCEEDS COUNTY OF TAOS ) SS. j INVESTMENT CERTIFICATE TOWN OF TAOS ) I, the undersigned, the duly qualified and act- ing Town Manager of the Town of Taos ("Town") , Taos County, New Mexico, do hereby certify that I have, either alone or with others, the responsibility for the issuance by the Town on the date hereof of its "Town of Taos Joint Water and Sewer Extension Revenue Bond, Series 1976" ("Bond") in the aggregate principal amount of $500, 000, which is being issued to finance the extension, enlargement, betterment and other improvement of the Town's municipal joint water and sewer system ("Project") and that I reasonably expect that: 1. The total cost of the Project will be $ 500 ,000 . 00 2. Construction work on the Project commenced on n . _ _mh _r �, 1975 and completion of the B� Project will occur no later than August 2Q,, 197 7 3. The Town has heretofore entered into binding contracts in connection with the Project with a firm of consulting engineers pursuant to which the Town will expend more than $12 , 500 (2-1/2% of the principal amount of such Bond) of the proceeds of the Bond on the Project. 4 . The "original proceeds" of the Bond are $500, 000 (i.e. , the principal amount of $500, 000 plus $-0- received by the Town as accrued interest) . 5. The amount of "original proceeds" to be expended on the Project during the three-year period begin- ning on the date the Bond is delivered ("temporary period") iE. $500, 000. 6. All of the investment proceeds to be received during the temporary period will be expended for payment of a Project costs during the temporary period. 7 . The Town will not sell or otherwise dispose of the Project in whole or in part prior to the maturity of the Bond. -66- 8. The Town has not yet expended any money for the Project and foes not reasonably expect to use the proceeds of the Bond to fund or refinance any Town obliga- tions (including any governmental obligations issued for temporary financing) . 9. The Town has never issued bonds or other obligations to finance the specific Project being financed with the proceeds of the Bond. Consequently, the Bond does not constitute a replacement issue of obligations. 10. Based upon the foregoing: (a) At least 85% of the "original pro- ceeds" will be lawfully expended on the Project during the temporary period, a (b) The Town has heretofore incurred a substantial binding obligation to commence the Proj ect, (c) Work on the Project will proceed with due diligence to completion, and (d) The "original proceeds" of the Bond will not exceed by more than 5% the amount necessary to finance the Project . On the basis of all the facts, estimates and cir- cumstances now in existence, it is not now expected that the proceeds of the Bond will be used in a manner that would cause the Bond to be an "arbitrage bond" within the meaning of Section 103 (d) of the Internal Revenue Code of 1954 , as amended, and the regulations prescribed under that section. To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would mate- rially change the foregoing conclusion. The Town has not been notified of any listing or any proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. t WITNESS my hand and the seal of the Town this ' 20th day of August , 1976. t Town Manager i -67- TOWN OF TAOS ORDINANCE YEAR: NUMBER: L Ll0 FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. STATE OF NEW MEXICO ) COUNTY OF TAOS ) SS. ) TOWN OF TAOS ) The Board of Trustees of the Town of Taos in the County of Taos and State of New Mexico, met in public regular session, in full conformity with law and the or- dinances and rules of said Board at the Town Hall U .P. , the Town ' s Municipal Offices) on Armory Street, in the Town of Taos , being the regular meeting place of said Board at the hour of 7:30 p.m. , on Thursday , the loth day of June, 1976 , and upon roll call the following were found to be present, constituting a quorum: Present: Mayor: Phillip Cantu, Jr. Trustees : Lawrence Santistevan Fernando Valdez Joe A. Sanchez Absent•: Eloy Jeantete constituting all the members thereof. There were also present: Clerk-Treasurer: Josephine Gonzales Town Attorney: James M. Brandenburg City Manager: Ernest Romero Thereupon, the following proceedings, among others, were had and taken , to wit: Trustee Fernando Valdez introduced the fol- lowing ordinance which is as follows : -1- I ORDINANCE NO. 640 AN ORDINANCE PROVIDING FOR THE EXTENSION, EN- LARGEMENT, BETTERMENT AND OTHER IMPROVEMENT OF . THE MUNICIPAL JOINT WATER AND SEWER SYSTEM OF THE TOWN OF TAOS, NEW MEXICO; DECLARING THE NECESSITY FOR MAKING AND ISSUING THE TOWN ' S JOINT WATER AND SEWER EXTENSION REVENUE BONDS, PAYABLE SOLELY OUT OF THE NET INCOME TO BE DERIVED FROM THE OPERATION OF SUCH JOINT SYS- TEM; AUTHORIZING THE ISSUANCE AND SALE OF SUCH REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $500 , 000; PROVIDING FOR THE DISPOSITION OF THE INCOME TO BE DERIVED FROM THE OPERATION OF SAID JOINT SYSTEM; ADOPTING BY REFERENCE CER- TAIN PROVISIONS OF ORDINANCE NO. 528 , ADOPTED AND APPROVED ON JULY 1, 1963 ; PRESCRIBING OTHER DETAILS CONCERNING SAID REVFNUE BONDS, INCLUD- ING BUT NOT LIMITED TO COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; RATIFYING ACTION PRE- VIOUSLY TAKEN CONCERNING SAID JOINT SYSTEM AND SAID BONDS; REPEALING ALL ORDINANCES IN CON- FLICT HEREWITH; AND DECLARING AN EMERGENCY. WHEREAS , the Town of Taos (herein "Town" ) , Taos County, New Mexico, now owns, operates and maintains a joint public utility constituting a joint water and sewer system (herein sometimes designated as the "system" , the "joint system" or the "joint utility") ; and WHEREAS, the Town pursuant to Ordinance No . 528 , duly adopted and approved on July 1, 1963 , has heretofore issued and delivered all bonds of the issue designated "Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963" (herein the "1963 Bonds" ) , in the aggregate principal amount of $405 , 000, dated July 1 , 1963 , consisting of 45 bonds in the denomination of $1 , 000 and $5, 000 each, of which issue there are outstanding and unpaid bonds in the aggregate principal amount of $215 , 000 ; and WHEREAS, all of the bonds refunded by the 1963 Bonds now have been paid in full and redeemed, e .g. , prin- cipal, interest and any prior redemption premium; and WHEREAS, pursuant to Ordinance No. 622 , duly adopted and approved on the first day of May, 1973 , the Town has issued its "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series May 1, 1973" (herein the "1973 Bonds" ) , in the aggregate principal amount of $200 , 000, consisting of 40 bonds in the denomination of $5, 000 each, of which issue $195 , 000 of the bonds remain outstanding; and -2- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. WHEREAS, except as aforesaid, the Town has never pledged nor in any way hypothecated revenues de- rived and to be derived from the operation of the system, or any part thereof, to the payment of any bonds or for any other purpose (excluding proceedings authorizing the issuance of bonds which have heretofore been redeemed in full, both principal and interest) with the result that the revenues to be derived from the system may now be pledged lawfully and irrevocably for the redemption of additional bonds payable from revenues derived from the operation of the system; and WHEREAS, Section 19 of such Ordinance No. 528 (herein "Ord. No. 528" ) and Section 20 of such Ordinance No. 621 (herein "Ord. No. 622 *') specify limitations upon issuance of parity obligations, but such .limitations presently may not be met and also may not be met at the time of the delivery of the bonds; and WHEREAS, the present water facilities and sewer facilities of the Town are insufficient, and the present joint system is inadequate to meet the needs of the Town and the inhabitants thereof ; and WHEREAS, the Board of Trustees of the Town (herein sometimes designated as the "Board" or the "Gov- erning Body") has determined, and does hereby determine that it is necessary and for the best interest of the Town and the inhabitants thereof that its joint system be extended, enlarged, bettered and otherwise improved ; and WHEREAS , the gross income anticipated to be de- rived from the system is in excess of requirements for operation and maintenance of the system and the payment of the outstanding 1963 Bonds and 1973 Bonds and pursu- ant to the statutes of the State of New Mexico such excess income may lawfully be pledged to secure the redemption of the 1976 ronds herein authorized to be issued (provided that such 1976 Bonds shall have a lien on the net revenues of the system which is junior and subject to the liens thereon of the 1963 Bonds and the 1973 Bonds) ; and WHEREAS, the United States of America, acting by and through the Farmers Home Administration (herein "FmHA" ) , United States Department of Agriculture, has agreed to purchase the bonds herein authorized at par and an interest rate of 5% per annum. -3- FILMED DOCUMENTS ARE THE BEST AVAILABLE,COPIES. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY (I .E. , THE BOARD OF TRUSTEES) OF THE TOWN OF TAOS, NEW MEXICO: Section 1. Definitions. A. Adoption of Certain Definitions. The following designated terms, namely: Independent Account- ant, Insured Bank, net revenues, net income, operation and maintenance expenses, revenues, gross revenues, income and gross income, being defined for all purposes of this ordinance and of any ordinance amendatory hereof or supple- mental hereto, or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires , shall have the meanings set forth in Section 1 of Ord. No. 528 , which meanings are hereby adopted by reference thereto as if set forth verbatim in full in this ordinance; provided , however, that all references in said Section 1 of Ord. No. 528 to "this ordinance" shall be construed as referring to the or- dinance herein set forth and not to Ord . No. 528 . B. Other Definitions : (1) "Bonds" or ".1976 Bonds" means the "Town of Taos Joint Water and Sewer Extension Revenue Bonds , Series 1976" , authorized by this ordinance (including any single bond as provided herein) . (2) "1973 Bonds" means the "Town of Taos Joint Water and Sewer Extension Revenue Bonds , Sc=ies May 1, 1973" , authorized by Ord. No. 622 . (3) "1963 Bonds" means the "Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963" , authorized by Ord. No. 528. (4) "Ord . No. 528" means Ordinance No. 528 of the Town which was adopted and approved by the Board on July 1, 1963 . (5) "Ord. No. 622 " means Ordinance No. 621 of the Town which was adopted and approved by the Board on May 1 , 1973 . (6) "Board" or "Governing Body" means the Board of Tr,..+tees of the Town or any succeeding legis- lative body of the Town, as such body from time to time may be constituted. -4- (7) "Consulting Engineer" means any registered or licensed professional engineer or firm of such engineers having a wide and favorable repute for skill and experience in the field of designing, preparing plans and specifications for, and supervising construction of water systems and facilities , and sewer systems and sewer facilities , entitled to practice and practicing as such under the laws of the State of New Mexico, retained and compensated by the Town, but not in the regular em- ploy of the Town; but, as to any construction drawings and specifications prepared for the Project by Town em- ployees working on force account or otherwise under the supervision of the Town Engineer, this term may include the Town Engineer. (8) "Fiscal Year" means the twelve- month period which the Town or other appropriate authority heretofore has established or hereafter may establish as the fiscal year for the system. (9) "FmHA" means the United States of America, Farmers Home Administration, Department of Agriculture. (10) "Income Fund" means the "Town of Taos Joint Water and Sewer System Gross Income Fund" , originally created in Ord. No. 528 , which is authorized to be continued in Section 14 hereof. (11) "Joint Water and Sewer System" , "Joint System" , ",joint system" , joint utility" , "System" , "system" or "Utility" means the municipally owned public utility designated as the Town' s water system and sewer system (constituting a joint system) , consisting of all properties, real, personal, mixed or otherwise , now owned or hereafter acquired by the Town through purchase, con- struction or otherwise, and used in connection with said water system and sewer system of the Town and in anywise appertaining thereto, whether situated within or without the limits of the Town. (12) "Operation and Maintenance Fund" means the "Town of Taos Joint Water and Sewer Operation and Maintenance Fund" which was originally created by said Ord. No. 528 , which is authorized to be continued by Sec- tion 15 hereof. -5- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. (13) "Paying Agent" means the office of the Town Treasurer, Taos, New Mexico, or as to any 1976 Bonds owned or insured by the FmHA at the Finance Office of the FmHA located at 1520 Market Street, St. Louis, Missouri 63103, or such other place as the FmHA may designate in writing. (14) "Project" means extending, en- larging, bettering and otherwise improving the joint system. C. Construction. Definitions include both singular and plural. Pronouns include both singular and plural and cover all genders . Section 2 . Ratification. All action heretofore taken (not inconsistent with the provisions of this ordi- nance) by the Board and the officers of the Town directed toward the Project and toward the issuance of the Town' s 1976 Bonds for that purpose, including the sale thereof to the FmHA be, and the same hereby is ratified, approved and confirmed. Section 3 . Joint System. The water and sewer facilities of the Town shall continue to constitute a single joint public utility designated as the Town of Taos joint water and sewer system and shall hereafter be oper- ated and maintained as such for so long as the 1976 Bonds are outstanding. Section 4 . Authorization of Project. The Project shall be acquired at a total estimated cost of not exceeding $500, 000 , excluding any such cost defrayed or to be defrayed by any source other than proceeds from the 1976 Bonds . Section 5 . 1976 Bonds. A. Authorization of the 1976 Bonds. For the purpose of defraying a part of the cost of the Project, pursuant to Sections 14-30-1 through 14-30-11, New Mexico Statutes Annotated, 1953 Compilation, as amended , the Town shall issue the "Town of Taos Joint Water and Sewer Exten- sion Revenue Bonds, Series 1976", in the aggregate princi- pal amount of $500, 000 . B. 1976 Bond Details. The 1976 Bonds , ex- cept as otherwise herein provided, shall be dated as of delivery , shall consist of 500 bonds in the denomination -6- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. of $1, 000, numbered consecutively from 1 to 500 , inclu- sive, shall bear interest from the date of such bonds to their respective maturities at the rate of 5% per annum evidenced by one set of interest coupons payable to bearer (unless registered as to payment of principal and interest as herein provided) , such interest being payable semiannually on May 1 and November 1 in each year , commenc- ing November 1, 1976, and shall mature serially in regular numerical order on November 1, as follows: Bond Numbers Amounts Years (All Inclusive) Maturing Maturing 1 - 5 $ 5 , 000 1978 6 - 10 5 , 000 1979 11 - 15 5 , 000 1980 16 - 20 5 , 000 1981 21 - 25 5 , 000 1982 26 - 30 5 , 000 1983 31 - 35 5 , 000 1984 36 - 40 5 , 000 1985 41 - 50 10 , 000 1986 51 - 60 10 , 000 1987 61 - 70 10 , 000 1988 71 - 100 30 , 000 1989 101 - 130 30 , 000 1990 131 - 160 30 , 000 1991 161 - 190 30 , 000 1992 191 - 220 30 , 000 1993 221 - 260 40 , 000 1994 261 - 300 40, 000 1995 301 - 340 40 , 000 1996 341 - 380 40 , 000 1997 381 - 420 40 , 000 1998 421 - 460 40 , 000 1999 461 - 500 40 , 000 2000 Both principal and interest are payable in lawful money of the United States of America, without deduction for exchange or collection charges at the Paying Agent. If any 1976 Bond shall not be paid at maturity upon presen- tation and surrender, it shall continue to bear interest at the rate of 5% per annum until paid in full. Any reg- istered single 1976 Bond issued as hereafter provided shall mature in installments in the amounts and on the dates set forth above. C. Prior Redemption . 1976 Bonds maturing on and after November 1, 1986 shall be subject to redemp- tion prior to their respective maturities , in whole or in part in inverse numerical order on November 1, 1985, or on any interest payment date thereafter for their princi- pal amount and accrued interest to the redemption date. Additionally, any 1976 Bonds owned or insured by the FmHA -7- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES are subject to redemption prior to their respective maturities, in inverse numerical order, on any interest payment date for the principal amount thereof and in- terest accrued to the redemption date. The Town also reserves the right, at its option, to redeem on any in- terest payment date for the principal amount thereof and accrued interest to the redemption date any 1976 Bonds in inverse numerical order in the event there are pro- ceeds from the 1976 Bonds unused and unencumbered at the time the Project is completed. In the case of a regis- tered single 1976 Bond, installments of principal shall be subject to prepayment as if evidenced by the above- designated bonds in the denomination of $1, 000 each. Notice of prior redemption shall be given by the Town Treasurer in the name of the Town by one pub- lication, at least thirty days prior to the redemption date in a newspaper printed in the English language of general circulation in the Town. A copy of the notice shall be mailed at least thirty days prior to the redemp- tion date to the Paying Agent and any holder whose name and address appears on the registration books . So long as any 1976 Bond is owned or insured by the FmHA, notice shall also be mailed to the FmHA at least thirty days prior to the redemption date at such address as the FmHA may designate. If on any redemption date, the FmHA owns all outstanding 1976 Bonds and coupons, if any, it may waive any requirement of published notice. The notice shall identify the 1976 Bonds (or in the case of a regis- tered single bond, the installments of principal thereof) to be redeemed, specify the redemption date, and state that on such date the principal amount thereof and ac- crued interest to the redemption date will become due and payable and thereafter interest will cease to accrue . After such notice and presentation of the 1976 Bonds , to- gether with any coupons maturing subsequent to the redemp- tion date, the 1976 Bonds called for redemption will be paid. D. Negotiability. Each 1976 Bond shall be negotiable and payable to bearer or , if registered, to the registered holder. The 1976 Bonds and coupons shall have all the qualities of negotiable paper and each hold- er shall possess all rights enjoyed by holders of negoti- able instruments under the Uniform Commercial Code - In- vestment Securities. -8- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. E. Registration. (1) Any 1976 Bond may be registered for payment only a�i to both principal and interest. The Town Treasurer is appointed registrar (the "Registrar" ) and shall maintain books for the registration, transfer and conversion of 1976 Bonds. The Registrar shall regis- ter or permit to be transferred or discharged from regis- tration any 1976 Bond presented for such purpose subject to such reasonable regulations as the Registrar may pre- scribe and upon reimbursing the Town for any tax or gov- ernmental charge payable in connection. therewith. (2) Upon presentation of any 1976 Bond to the Registrar, accompanied by all unmatured cou- pons, the Registrar shall note such registration on the books and on the registration panel on the back of the 1976 Bond and shall detach and cancel the unmatured cou- pons. Any registered 1976 Bond may be transferred only upon a duly executed assignment by the registered owner or his legal representative in form satisfactory to the Registrar. Such transfer shall be noted on said books and on the 1976 Bond. The principal and interest of any registered 1976 Bond shall be payable only to, or upon the order of, the registered owner or his legal represen- tative. Any registered 1976 Bond may be converted into a coupon 1976 Bond of the same series payable to bearer upon presentation to the Registrar accompanied by an authoriza- tion in form satisfactory to the Registrar . The Registrar shall attach new coupons representing interest to become due thereafter and shall note on the 1976 Bond that it is payable to bearer. Upon conversion of 1976 Bonds, the Registrar shall require the payment of all expenses incur- red by the Town in preparing new coupons. (3) The Town and the Registrar may treat the bearer of any unregistered 1976 Bond or 1976 Bond registered to bearer or coupons appurtenant thereto as the absolute owner thereof, whether or not such 1976 Bond or coupon shall be overdue. The Town and its offi- cers may treat the person in whose name any 1976 Bond is registered as the absolute owner, whether or not such 1976 Bond shall be overdue. All payments made as provided in this ordinance shall be valid and effectual to dis- charge the liability upon any 1976 Bonds to the extent of the amount so paid. -9- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. Section 6 . Execution of 1976 Bonds . A. Execution. The 1976 Bonds shall be authenticated with the facsimile signature of the Mayor, shall be executed and authenticated with the manual sig- nature of the Town Treasurer, shall be attested with the facsimile signature of the Town Clerk and shall be impress- ed with a facsimile of the corporate seal of the Town. The interest accruing to maturity on the 1976 Bonds (other than any registered single 1976 Bond) shall be evidenced by interest coupons thereto attached authenticated by the facsimile signature of the Town Treasurer, which officer by the authentication of the 1976 Bonds shall adopt as and for his or her signature the facsimile thereof appear- ing on the coupons. The 1976 Bonds and coupons bearing the signatures of the officers in office at the time of the signing thereof shall be the valid and binding obliga- tions of the Town, notwithstanding that before the delivery thereof and payment therefor, any or all of the persons whose signatures appear thereon shall have ceased to fill their respective offices. The Mayor, the Town Treasurer and the Town Clerk, at the time of the execution of the 1976 Bonds and of a signature certificate by each of them, each may adopt as and for his or her own facsimile signa- ture the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 1976 Bonds or coupons appertaining thereto. B. Filing of Signatures. Prior to the execution of any 1976 Bond, pursuant to Sections 5-9-1 to 5-9-6 , inclusive, New Mexico Statutes Annotated, 1953 Com- pilation, as amended, the Mayor, Town Clerk and Town Treasurer shall each file with the Secretary of State of the State of New Mexico his or her manual signature cer- tified by him or her under oath; provided that such filing shall not be necessary (1) for any officer where any pre- vious such filing may have legal application to the 1976 Bonds or (2) if no 1976 Bond is signed with a facsimile signature nor sealed with a facsimile seal of the Town. Section 7 . Special Obligations. All of the 1976 Bonds, together with the interest accruing thereon, shall be payable and collectible solely out of the net in- come to be derived from the operation of the System, the net income of which is so pledged. The holder or holders thereof may not look to any general or other fund for the -10- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. payment of principal and interest on such obligations except the designated special funds pledged therefor. The 1976 Bonds shall not constitute an indebtedness or a debt within the meaning of any constitutional or stat- utory provision or limitation, and shall not be consid- ered general obligations of the Town. Section 8. 1976 Bond and Coupon Forms. The 1976 Bonds, the coupons and registration grid shall be in substantially the following form: -11- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. (Form of Bond) UNITED STATES OF AMERICA STATE OF NEW MEXICO COUNTY OF TAOS TOWN OF TAOS JOINT WATER AND SEWER EXTENSION REVENUE BOND SERIES 1976 No. $1,000 The Town of Taos (the "Town") , Taos County, New Mexico, for value received, hereby promises to pay, upon presentation and surrender of this bond, to the bearer hereof, or if this bond is registered, to the f registered owner hereof, solely from the special funds provided therefor, on November 1, the principal sum of ONE THOUSAND DOLLARS and to pay solely from said special funds interest here- on from the date hereof at the rate of five percent (5%) per annum, evidenced until maturity by the set of coupons appertaining hereto, being payable semiannually on May 1 and November 1 in each year commencing November 1 , 1976 , upon presentation and surrender of the annexed coupons as they severally become due, or if this bond is registered , to the registered owner hereof. If upon presentation at maturity, payment of this bond is not made as herein pro- vided, interest shall continue at the above rate until the principal hereof is paid in full . Both principal and interest are payable in lawful money of the United States of America, without deduction for exchange or collection charges, at the Office of the Town Treasurer, in Taos , New Mexico, or as to any bond or coupon owned or insured by the Farmers Home Administration (the "FmHA") of the United States Department of Agriculture, at the Finance Office of the FmHA located at 1520 Market Street, St. Louis, Missouri 63103 , or at such other place as the FmHA may designate in writing . This bond is one of a series of 500 bonds e "1976 Bonds") of like tenor and amount, except as to num- ber, maturity and prior redemption option, authorized for the purpose of paying the costs of extending, enlarging , -12- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. bettering and otherwise improving the municipal joint water and sewer system (the "System") . 1976 Bonds maturing on and after November 1, 1986, are subject to prior redemption in inverse numeri- cal order at the option of the Town on November 1, 1985 , or on any interest payment date thereafter, at a price equal to the principal amount thereof and accrued inter- est thereon to the redemption date. Additionally, any 1976 Bonds then owned or insured by the FmHA are subject: to redemption prior to their respective maturities in inverse numerical order on any interest payment date for the principal amount thereof and accrued interest to the redemption date. The Town also reserves the right, at its option, to redeem on any interest payment date for the principal amount thereof and accrued interest to the redemption date, any or all of the 1976 Bonds in inverse numerical order in the event there are 1976 Bond proceeds unused and unencumbered at the time construction of the project being financed by the 1976 Bonds is com- pleted. Redemption shall be made upon not less than thirty days' prior notice in the manner and upon the con- ditions provided in Ordinance No. 640 , adopted and ap- proved on June 10 , 1976 (the "Ordinance") which authorizes the issuance of the 1976 Bonds. This bond does not constitute an indebtedness of the Town within the meaning of any constitutional or statutory provision or limitation , shall not be consid- ered or held to be a general obligation of the Town, and is payable and collectible solely from the pledged net income derived from the operation of the System. The holder hereof may not look to the general fund or any other municipal fund for the payment of the principal of and interest on this bond, except the special funds pledged therefor. Payment of the 1976 Bonds and the interest thereon shall be made solely from, and as security for such payment there are pledged, pursuant to the Ordinance , two special funds identified as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 In- terest and Bond Retirement Fund" , and as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Reserve Fund" , into which the Town covenants to pay , -13- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. respectively, from the revenues derived from the opera- tion of the System, after provision only for all neces- sary and reasonable expenses of the operation and maintenance of the System, and after and subject to the payments required for the payment of principal of and interest on the outstanding Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963 (the "1963 Bonds") and the outstanding Town of Taos Joint Water and Sewer Extension Revenue Bonds , Series May 1, 1973 (the "1973 Bonds") , including specified reserves therefor as required by Ordinances Nos. 528 and 621 , adopted and approved on July 1 , 1963 and May 1, 1973 , re- spectively, sums sufficient to pay when due the principal of and the interest on the 1976 Bonds and to create and maintain a reasonable and specified reserve for such pur- pose . For a description of said funds and the nature and extent of the security afforded thereby for the payment of the principal of and interest on the 1976 Bonds , refer- ence is made to the Ordinance. The 1976 Bonds are equally and ratably secured by a lien on the net revenues of the System; and the 1976 Bonds constitute an irrevocable and first lien (but not necessarily an exclusively first lien) upon said net revenues subject and junior to the prior and superior liens thereon of the 1963 Bonds and 1973 Bonds . Bonds in addition to the 1976 Bonds, subject to desig- nated conditions, may be issued and made payable from the net revenues of the System and having a lien thereon inferior and junior to the lien, or having a lien there- on on a parity with the lie. , of the 1976 Bonds in ac- cordance with the provisions of the Ordinance. The Town covenants and agrees with the holder of this bond and with each and every person who may be- come the holder hereof that it will keep and perform all of the covenants of the Ordinance, including, without limiting the generality of the foregoing, its covenant against the sale or mortgage of the System or any part thereof unless provision shall be made for the payment of the principal of and the interest on the 1976 Bonds and its covenant that it will fix, maintain and collect rates for services rendered by the System sufficient to pay the annual operation and maintenance expenses and one hundred twenty percent (120%) of both the principal -14- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. of and interest on the 1976 Bonds and any other obliga- tions, including, without limitation, the outstanding 1963 Bonds and the outstanding 1973 Bonds , payable an- nually from the revenues of the System (excluding the reserves therefor) . This bond may be registered in the name of the holder subject to the terms and conditions set forth in the Ordinance and, unless so registered, this bond shall be transferable by delivery. This bond may be register- ed only as to both principal and interest. If this bond is registered, it may be converted into a coupon bond payable to bearer as provided in the Ordinance. Subject to the provisions for registration, this bond is subject to the conditions, and every holder hereof by accepting the same agrees with the Town and every subsequent holder hereof, that (a) delivery of this bond to any transferee shall vest title in this bond and in the interest coupons attached hereto in such trans- feree to the same extent for all purposes as would the delivery under like circumstances of any negotiable in- strument payable to bearer ; (b) the Town and any agent of the Town may treat the bearer of this bond as the ab- solute owner hereof for all purposes, and shall not be affected by any notice to the contrary; (c) the principal of and thc_ interest on this bond shall be paid, and this bond and each of the coupons appertaining hereto are transferable, free from and without regard to any equities between the Town and the original or any intermediate holder hereof, or any setoffs or cross-claims ; and (d) the surrender to the Town or any agent of the Town of this bond and of each of the coupons shall be a good discharge to the Town for the same . It is certified , recited and warranted that all the requirements of law have been fully complied with by the proper Town officers in the issuance of this bond; and that it is issued pursuant to and in strict conformity with the Constitution and laws of the State of New Mexico, and particularly under the terms and provisions of Sec- tions 14-30-1 to 14-30-11 , inclusive, New Mexico Statutes Annotated, 1953 Compilation, as amended, and all laws thereunto enabling and supplemental thereto . -15- IN WITNESS WHEREOF, the Town has caused this bond to be signed and authenticated in its name by the facsimile signature of its Mayor and to be manually sign- ed by its Treasurer; has caused the facsimile of the cor- porate seal of the Town to be affixed hereon and to be attested by the facsimile signature of its Clerk; and has caused the coupons hereto annexed to be authenticated with the facsimile signature of its Treasurer, all as of the date of delivery hereof which is _, 197_. TOWN OF T OS By (Facsimile Signature) Mayor By (Manual Signature) Town Treasurer (FACSIMILE SEAL) Attest: (Facsimile Signature) Town Clerk (End of Form of Bond) -16- J (Form of Registration Panel on Back of Bond) PROVISION FOR REGISTRATION AND CONVERSION This bond may be registered only as to both principal and interest on the books of the Town, kept by the Town Treasurer as Registrar. Upon presentation hereof, the Registrar shall detach and cancel all unma- tured coupons and shall note such registration on such books and in the registration blank below. After regis- tration, this bond may be transferred by the registered owner or his legal representative only upon a duly exe- cuted assignment in form satisfactory to the Registrar, such transfer to be made on said books and endorsed here- on. The principal of and interest on this bond, if regis- tered, shall be payable only to, or upon the order of , the registered owner or his legal representative. This bond, if registered, may be converted into a coupon bond, upon presentation to the Registrar , accom- panied by an instrument duly executed by the registered owners, or his legal representative, in form satisfactory to the Registrar. In such case, the Registrar shall at- tach new coupons representing the interest to become due thereafter and shall note below that this bond is payable to bearer. Such coupon bond may again be registered as provided above. Every privilege of registration , transfer, dis- charge from registration or conversion shall be exercised only in accordance with the authorizing ordinance and such reasonable rules and regulations as the Registrar may prescribe. The registration books shall be closed for fif- teen days prior to any interest payment date. Tate of Name of Signature of Registration Registered Owner Registrar (End of Form of Registration Panel on Back of Bond) -17- (Form of Coupon) Coupon No. $ May On November 1, , the Town of Taos , Taos County, New Mexico, unless the bond to which this coupon is attached, if callable, has been called for redemption on a date which is prior to the maturity of this coupon, upon surrender of this coupon will pay to bearer in law- ful money of the United States of America, at the Office of the Town Treasurer in Taos, New Mexico, or, if this coupon is then owned or insured by the United States of America, Farmers Home Administration (the "FmHA") , at the FmHA's Finance Office located at 1520 Market Street, St. Louis, Missouri 63103 , or at such other place as the FmHA may designate in writing, the amount herein desig- nated solely from and secured by a pledge of special funds, such amount being interest on its Town of Taos Joint Water and Sewer Extension Revenue Bond, Series 1976 and bearing Bond No. (Facsimile Signature) Treasurer (End of Form of Coupon) -18- FILMED DOCU%1 NTS ARE THE BEST AVAILABLE COPIES. Section 9. Use of 1976 Single Bond. Notwith- standing the foregoing provisions hereof, an aggregate amount of money not exceeding $500,000 borrowed from the F;nHA may be evidenced by a non-negotiable 1976 sin- gle Bond in the principal amount and denomination of: $500, 000 (or such lesser amounts loaned to the Town by the FmHA) , numbered R-1 , which single Bond shall be exe- cuted in the name of and on behalf of the Town by the signature of its Mayor, authenticated by the TreasuE:r, with the seal of the Town affixed thereto and attested by the Town Clerk. The 1976 single Bond shall not bear interest coupons and shall be payable in lawful money of the United ,States of America , without deduction for ex- change or collection charges , during the time the FmHA is the registered owner or insurer of such Bond, at the Finance Office of the FmHA located at 1520 Market Street, St. Louis, Missouri 63103 , or at such her address as the FmHA may designate in writing and so payable during the time as any registered assign is the registered owner of such Bond at the address shown on the registration book of the Town. The 1976 single Bond shall mature in installments of principal , bear interest and be subject to prepayments of installments of principal , substantially as provides: in Section 5 hereof. The 1976 single Bond may be registered by any hold,-r and may be assigned in the manner and with the effect set forth in the provisions for registration contained in the form thereof hereinafter set forth and as herein further provided. Upon issuance to the FmHA, the 1976 single Bond shall be registered in the name of the "United States of America, Farmers Home Administration" . Upon request of the holder of the 1976 single Bond, the Town shall issue, at the holder ' s expense and within ninety days from the date of such request, ne- gotiable, bearer, coupon 1976 Bonds or serial registered 1976 Bond without coupons , in the denomination of $1 , 000 each, to the extent practicable, as requested by the hold- er, in an aggregate principal amount equal to the amount of the unpaid principal of the outstanding 1976 single Bond of like tenor and date , in the form prescribes( by, and subject to, the provisions of this ordinance. Section 10. Form of the 1976 Single Bond. The 1976 single Bond, the form of assignment therefor and the advance and payment records to be attached thereto, shall be in substantially the following form: -19- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. (Form of Single Bond) UNITED STATES OF AMERICA STATE OF NEW MEXICO COUNTY OF TAOS TOWN OF TAOS SINGLE REGISTERED JOINT WATER AND SEWER EXTENSION REVENUE BOND SERIES 1976 i No. R-1 $500 , 000 t The Town of Taos (the "Town" ) , Taos County, New Mexico, for value received hereby promises to pay to the registered owner hereof, solely from the special funds provided therefor, the principal sum above stated or such lesser sum as shall represent the aggregate ad- vances made to the Town by the Farmers Home Administra- tion (the "FmHA" ) of the United States Department of Agriculture as set forth in the schedule on the reverse side hereof, on November 1 , in the years and installments as follows: Amounts Years Maturing Maturing $ 51000 1978 5 , 000 1979 5 , 000 1980 5 , 000 1981 5 , 000 1982 5, 000 1983 5 , 000 1984 5 ,, 000 1985 10 , 000 1986 10,000 1987 10, 000 1988 30, 000 1989 30 , 000 1990 30, 000 1991 30 , 000 1992 30, 000 1993 40, 000 1994 40,000 1995 40,000 1996 40,000 1997 40 , 000 1998 40 , 000 1999 40, 000 2000 with interest on the unpaid principal advanced to the Town from the date of each such advance at the rate of 5% per annum payable semiannually on May 1 and November 1 of each year until said sum is paid, commencing on November 1 , -20- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. 1976. If upon presentation at maturity, payment of this bond is not made as herein provided, interest shall con- tinue at the above rate until the principal hereof is paid in full. Principal and interest are payable in law- ful money of the United States of America, without deduc- tion for exchange or collection charges, during the period the FmHA is the registered owner or insurer of this 1976 single Bond, at the Finance Office of the FmHA. lo- cated at 1520 Market Street, St. Louis , Missouri 63103 , or at such other place as the FmHA may designate in writ- ing and are so payable during any period the FmHA is not the registered owner or insurer hereof at the address shown on the registration book of the Town. The final in- stallment of principal and interest due on this 1976 sin- gle Bond is payable only upon the Bond ' s surrender to the Town. This bond is authorized for the purpose of pay- ing the costs of extending, enlarging, bettering and other- wise improving the municipal joint water and sewer system. Installments of principal becoming due on and before November 1, 1985 are not payable prior to their: stated due dates unless the FmHA is the registered owner hereof. If the FmHA is the registered owner hereof , all installments are subject to unlimited prepayment on any interest payment date prior to their stated due dates if redeemed in the amount of $1 , 000 or multiples thereof , and, in inverse order of maturity, by the payment of such principal amount and accrued interest to the prepayment date. Installments becoming due on and after November 1, 1986, are subject to prepayment prior to their stated due dates in the amount of $1, 000 or multiples thereof , at the option of the Town, in inverse order of maturity, on November 1 , 1985 or on any interest payment date there- after, by the payment of the principal amount and accrued interest to the prepayment date. The Town also reserves the right, at its option, to prepay installments of prin- cipal on any interest payment date in inverse order of maturity in the amount of $1 , 000 or multiples thereof and accrued interest to the prepayment date from excess bond proceeds. Prepayment shall be made upon notice given as provided in Ordinance No. adopted and approved on , 1976, authorizing the issuance of this Bond (the "Ordinance") . -21- R Payment of this 1976 single Bond and interest thereon shall be made solely from, and as security for such payment there are pledged, pursuant to the Ordi- nance, two special funds identified as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Interest and Bond Retirement Fund" and the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Reserve Fund" into which the Town covenants to pay, respectively, from the revenues of its joint water and sewer system (the "System") , after provision only for all necessary and reasonable operation and main- tenance expenses and after and subject to the payments required for the payment of principal of and interest on the outstanding Town of Taos Joint Water and Sewer Re- funding Revenue Bonds, Series July 1 , 1963 (the "1963 Bonds" ) and the outstanding Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series May 1 , 1973 (the "1973 Bonds" ) , including specified reserves therefor, as required by Ordinances Nos . 528 and 621 , adopted and ap- proved on July 1 , 1963 and May 1 , 1973 , respectively, sums sufficient to pay the principal and the interest on this bond and to create and maintain a reasonable and specified reserve for such purpose. For a description of said funds and the nature and extent of the security afforded thereby , reference is made to the Ordinance. This 1976 single Bond is secured by and constitutes an irrevocable and first lien (but not necessarily an ex- clusively first lien) upon the net revenues of the System subject and junior to the prior and superior liens there- on of the 1963 Bonds and 1973 Bonds . Subject to desig- nated conditions, additional. bonds may be issued payable from said net revenues and having a lien thereon inferior and junior to the lien, or having a lien thereon on a parity with the lien of this 1976 single Bond in accord- ance with the provisions of the Ordinance. The Town covenants and agrees with the holder hereof that it will keep and perform all the covenants of the Ordinance, including, without limiting the generality of the foregoing, its covenant against the sale or mort- gage of the System or any part thereof unless provision has been made for the payment of the principal of and in- terest on this 1976 single Bond and its covenant that it will fix, maintain and collect rates for services rendered -22- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. by the System sufficient to pay the annual operation and maintenance expenses and one hundred twenty percent (120%) of both the principal of and the interest on this 1976 single Bond and any other obligations , including without limitation the outstanding 1963 Bonds and the outstanding 1973 Bonds, payable annually from the revenues of the System (excluding the reserves therefor) . This Bond does not constitute an indebtedness or a debt of the Town within the meaning of any constitu- tional or statutory provision or limitation, shall not be considered or held to be a general obligation of the Town and is payable and collectible solely from the pledged net income derived from the operation of the System. The holder hereof may not look to the general fund or any other municipal fund for the payment of the principal of and interest on this Bond, except the special funds pledged therefor. This Bond is transferable only upon books kept by the Treasurer of the Town as bond registrar by the registered owner hereof in person or by his duly author- ized attorney , and similarly noted hereon, or it may be surrendered in exchange for new bonds of the same series, same aggregate principal amount, in coupon form or in serial registered form, in the denomination of $1 ,000 each, to the extent practicable and consistent with the maturity schedule provided in, and subject to, the condi- tions set forth in the Ordinance. This 1976 single Bond is issued against payment for the bond purchase price of par, but said purchase price may be paid to the Town in one or more advances in accordance with the schedule on the reverse side hereof. The principal amount of this Bond shall not exceed the actual advances paid to the Town and interest shall ac- crue on the amount of each advance only from the date each advance is paid . In the event the entire principal amount of this 1976 single Bond is not advanced , the principal installments set forth above shall be reduced in inverse order of maturity accordingly. it is certified, recited and warranted that all the requirements of law have been fully complied with by the proper Town officers in the issuance of this Bond; and that it is issued pursuant to and in strict conformity -23- with the Constitution and laws of the State of New Mexico and particularly under the terms and provisions of Sections 14-30-1 to 14-30-11, inclusive, New Mexico Statutes Annotated, 1953 Compilation, as amended, and all laws thereunto enabling and supplemental thereto. IN WITNESS WHEREOF, the Town has caused this Bond to be signed and executed in its name by the Mayor of the Town, to be signed by the Town Treasurer, has caused the seal of the Town to be affixed hereto, and to be attested by the Town Clerk, all as of the date of the delivery hereof which is 197 . TOWN OF T OS By (Manual Signature) Mayor { S By (Manual Signature) Town Treasurer (SEAL) s Attest: (Manual Signature) Town Clerk (End of Form of Single Bond) 5 i { -24- , R FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. (Form of Installment Loan Panel on Back of Single Bond) INSTALLMENT LOAN ADVANCES BY GOVERNMENT The FmHA on behalf of the United States of America loaned to the Towli the respective amounts of principal on the respective dates hereinafter designated, the sum of which amounts constitutes the aggregate princi- pal amount of the within 1976 single Bond, as follows : Date of Amount of Signature of Loan Loan Town' s Treasurer (End of Form of Installment Loan Panel) (Form of Registration Panel on Back of Single Bond) MANDATORY REGISTRATION FOR PAYMENT AS TO PRINCIPAL AND INTEREST The within 1976 single Bond is registered in the Office of the Treasurer of the Town of Taos, Taos County, New Mexico, as Registrar, in the name of the last owner listed below; and the principal amount of the Bond and interest thereon shall be payable only to such owner , all in accordance with the ordinance authorizing the Bond' s issuance. Date of Address of Signature of Registration Name of Owner Owner Registrar United States of Finance Office America, Farmers 1520 Market St. Home Administra- St. Louis, MO tion 63103 (End of Form of Registration Panel) -25- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. (Form of Assignment Panel on Back of Single Bond) ASSIGNMENT PROVISION For Valu.! Received, hereby assign and transfer unto the within bond, together with accrued interest thereon, hereby irrevocably constituting and appointing attorney to transfer this bond on the books of the Town of Taos at the Office of the Treasurer of the Town with full power of substitution in the premises. Dated: (End of Form of Assignment Panel) -26- Section 11. Period of Project' s Usefulness . The period of usefulness of the facilities to be ac- quired with the proceeds of the 1976 Bonds is not less than twenty-five years from the date of the 1976 Bonds . Section 12. Disposition of 1976 Bond Proceeds. A. 1976 Construction Fund. The proceeds derived from the sale of 1976 Bonds shall be deposited promptly upon the receipt thereof in a "supervised bank account" in an Insured Bank selected by the FmHA, which account shall be known as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 Construc- tion Fund" (the "1976 Construction Fund") . Amounts in the account exceeding the applicable federal deposit in- surance coverage shall be secured by such bank in advance in accordance with U. S. Treasury rules and regulations governing the deposit of government moneys. Moneys in the account shall be used solely for the Project and shall be withdrawn and signed by the Mayor and the Treas- urer, and countersigned by the County Supervisor or other FmHA official. Warrants or checks payable to the con- tractor shall not be issued until the Board has received approval of the Consulting Engineer that such sum is due and owing. The Town ' s share of any liquidated damages and other moneys paid by defaulting contractors or their sureties shall be deposited in the 1976 Construction Fund to insure completion of the Project. After the Consult- ing Engineer has certified that work is completed and that all expenses have been paid , the bank shall transfer all remaining money to the 1976 Bond Fund to be used to the extent possible for redeeming 1976 Bonds or install- ments of principal in accordance with this Ordinance. B. Purchasers Not Responsible. The pur- chasers of the 1976 Bonds shall not be responsible for the application or disposLtl of the funds derived from the sale of the 1976 Bonds. Section 13 . Fiscal Year. For the purposes of this Ordinance, the System shall be operated upon a fis- cal year which the Board or other appropriate authority heretofore has established or hereafter may establish as the fiscal year for the System. Section 14 . Income Fund. So long as any of the 1976 Bonds shall be outstanding, either as to principal -27- or interest, or both, the entire gross income and reve- nues of the System shall continue to be deposited into the "Tr,wn of Taos Joint Water and Sewer System Gross In- come Fu - T' , created by Section 14 of Ordinance No. 528 (the "Income Fund") . Section 15. Administration of Income Fund . So long as any of the 1976 Bonds shall be outstanding, either as to principal or interest, or both, the follow- ing payments shall be made from the Income Fund: A. 9 eration and Maintenance Expenses. Firstly, as a first charge thereon, there shall continue 1;o be set aside from time to time as the "Town of Taos Joint Water and Sewer Operation and Maintenance Fund" established by Section 15A of Ordinance No. 528 (the "Operation and Maintenance Fund") , moneys in the Income Fund sufficient to pay operation and maintenance ex- penses as they become due and payable, and thereupon they shall be promptly paid. Any surplus remaining at the end of the fiscal year and not needed for operation and maintenance purposes shall be transferred to the In- come Fund and be used for the purpose thereof , as herein provided. B. Bond and Reserve Funds .for 1963 Bonds. Secondly, and subject to the aforesaid provisions , from any moneys remaining in the Income Fund, i . e . , from the net income of the System, there shall continue to be credited to the Bond and Reserve Funds for the 1963 Bonds the monthly payments required by paragraphs B and C of Section 15 of Ord. No. 528 (relating to the Bond and Reserve Funds for the 1963 Bonds) as qualified and supplemented by the remainder of said Section 15 . C. Bond and Reserve Funds for 1973 Bonds. Thirdly, and subject to the aforesaid provisions, from any moneys remaining in the Income Fund, i. e. , from the net income of the System, there shall continue to be credited to the Bond and Reserve Funds for the 1973 Bonds the monthly payments required by paragraph C of Section 16 of Ord. No. 622 (relating to the Bond and Reserve Funds for the 1973 Bonds) as qualified and supple- mented by the remainder of said Section 16 . -28- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. D. Bond and Reserve Funds for 1976 Bonds. (1) 1976 Bond Fund. Fourthly, but subject and junior to the foregoing monthly payments, there shall be credited to an account hereby created and to be known as the "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976 , Interest and Bond Retirement Fund" (herein sometimes referred to as the "1976 Bond Fund" or as the "Bond Fund") , the following: (a) Monthly, commencing on the first day of the month immediately succeeding the deliv- ery of any of the 1976. Bonds an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the first maturing install- ment of interest on the 1976 Bonds then outstanding, and monthly thereafter commencing on said interest payment date one-sixth of the amount necessary to pay the next maturing installment of interest on the outstanding 1976 Bonds. (b) Monthly, commencing on the first day of November, 1977, an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the first maturing install- ment of principal of the outstanding 1976 Bonds, and monthly thereafter commencing on said principal payment date one-twelfth of the amount necessary to pay the next maturing installment of principal on the 1976 Bonds. (2) 1976 Reserve Fund. Fifthly, con- currently with the monthly payments heretofore required by this paragraph D and subject and junior to the monthly payments required to be paid by paragraphs A, B and C of this section, and except as provided in paragraphs E and F of this section, from any moneys remaining in the Income Fund there shall be set aside and credited monthly at least $333 . 33 per month into a fund hereby created and to be known as the "Town of Taos Joint Water and Sewer Exten- sion Bonds, Series 1976 Reserve Fund" (herein sometimes designated as the "1976 Reserve Fund" or "Reserve Fund" ) until a reserve has been accumulated in an amount equal to not less than $40 , 000 (herein sometimes designated as the "Minimum 1976 Reserve" or "Minimum Reserve" ) . Such payments shall commence on the first day of the month succeeding the delivery of any of the 1976 Bonds. After accumulation of -29- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. the Minimum Reserve, there shall be deposited monthly from any moneys remaining in the Income Fund, into the 1976 Reserve Fund such amount or amounts as are neces- sary to maintain the 1976 Reserve Fund as a continuing reserve in an amount not less than the then Minimum 1976 Reserve to meet possible deficiencies in the 1976 Bond Fund. No payment need be made into the 1976 Reserve Fund so long as the moneys therein shall equal not less than the Minimum Reserve. The moneys in the 1976 Reserve Fund shall be accumulated and maintained as a continuing reserve to be used, except as hereinafter provided in paragraphs E and F of this section, only to prevent de- ficiencies in the payment of the principal of and inter- est on the bonds hereby authorized resulting from the failure to deposit into the Bond Fund sufficient funds to pay said principal and interest as the same accrue. E. Termination Upon Deposits to Maturity. No payment need be made into the 1976 Bond Fund, the 1976 Reserve Fund, or both, if the amount in the 1976 Dond Fund and the amount in the 1976 Reserve Fund to,--al a sum at least equal to the entire amount of the outstanding bonds herein authorized, ' - to principal and interest to their respective maturities, and both accrued and not ac- crued, in which case moneys in said two funds in an amount at least equal to such principal and interest requirements shall be used solely to pay such as the same accrue, and any moneys in excess thereof in said two funds and any other moneys derived from the operation of the system may be used in any lawful manner determined by the Governing Body. F. Defraying Delinquencies in 1976 Bond an,,, Reserve Funds. If, in any month, the Town shall , for any reason, fail to pay into the 1976 Bonu Fund the full amount above stipulated from the net income of the System, then an amount shall be paid into said Bond Fund in such month from the 1976 Reserve Fund equal to the difference between that paid from said net income and the full amount so stipulated. The money so used shall be replaced in the Reserve Fund from the first revenues thereafter re- ceived from the operation of the System not required to be otherwise applied . If, in any month, the Town shall, for any reason, fail to pay into the 1976 Reserve Fund the full --mount above stipulated from the net income of -30- said System, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first revenues thereafter received from the operation of the System not required to be otherwise applied. The moneys in the 1976 Bond Fund and the 1976 Reserve Fund shall be used solely and only for the pur- poses of paying the principal of and the interest on the 1976 Bonds; provided, however, that any moneys at the time in excess of the Minimum Reserve in the 1976 Reserve Fund may be withdrawn therefrom and used as herein pro- vided for the redemption of bonds hereby authorized as they become due or on any redemption date; and provided that any moneys in the 1976 Bond Fund and the 1976 Re- serve Fund in excess of accrued and unaccrued principal and interest requirements to the respective maturities of the outstanding bonds may be used as hereinabove pro- vided in paragraph E of this section. G. Payment for Additional Obligations . Sixly, from any balance remaining in the Income Fund af- ter making the payments hereinabove provided, there shall be paid the interest on and the principal of additional bonds or other obligations, if any, hereafter authorized to be issued and payable from the revenues of the System, including reasonable reserves therefor, as the same accrue; provided, that the lien of such additional bonds and other obligations on the net income and revenues of the System and the pledge thereof for the payment of such additional obligations shall be on a parity with, or subordinate to, the .lien and pledge of the bonds herein authorized , as hereinafter provided. In the event such additional bonds or other obligations be on a parity with the bonds herein authorized, the payment of interest on, principal of and reserve for such additional bonds or other obligations shall be made concurrently with the payments required by paragraph D of this section. H. Use of Surplus Revenues. After making the payments hereinabove required to be made by paragraphs A to , Both inclusive, of this section, the remaining in- come aro revenues derived from the operation of the System, if any, may be applied to any other purpose or purposes authorized by the Constitution and the laws of the State, as the Governing Body may direct. -31- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. a a Section 16. General Administration of Funds. The funds and accounts created in Sections 12 and 15 hereof shall be administered as follows : A. Places and Times of Deposits. Each of the above accounts and funds shall be separately main- tained and kept separate from all other funds and accounts as a trust fund for the purposes established and shall be deposited in one or more bank accounts in an Insured Balik or Banks. Each account shall be continuously secured to the extent required by law and shall be irrevocable and not withdrawable by anyone for any other purpose. The 1976 Construction Fund and Reserve Fund must be estab- lished and maintained as bank accounts separate from all others. Payments shall be made into the proper account on the first day of the month, except when the first day shall be a Sunday or legal holiday, in which case payment shall be made on the next succeeding secular day. At least five days prior to any interest payment date, moneys sufficient to pay interest and principal then due shall be credited at the Paying Agent. B. 1976 Bonds Not Arbitrage Bonds. The Town hereby covenants for the benefit of each holder of the 1976 Bonds that the Town will make no use of the proceeds of the 1976 Bonds which will cause the 1976 Bonds to be arbitrage bonds as defined by Section 103 (d) of the Internal Revenue Code of 1954 , as amended, or which would result in the loss of tax exemption from federal income taxation of the interest on the 1976 Bonds . C. Investment of Money. Any moneys in any fund created hereby may be invested in any legal investment permitted by law. The obligations purchased as an invest- ment of moneys in such fund shall be deemed at all times to be part of such fund, and the interest accruing thereon and any profit realized therefrom shall be credited to the fund, and any loss resulting from such investment shall be charged to the fund. The Town Treasurer shall present for redemp- tion or sale on the prevailing market any obligations pur- chased as an investment of moneys in the fund whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such fund. -32- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. Section 17. First Lien Bonds. The 1976 Bonds constitute an irrevocable and first lien (but not neces- sarily an exclusively first lien) upon the gross revenues derived from the operation of the System subject to the payment of all necessary and reasonable operation and :maintenance expenses of the System and subject and junior to the prior and superior liens thereon of the 1963 Bonds and the 1973 Bonds. Section 18 . Equality of 1976 Bonds. The 1976 Bonds shall not be entitled to any priority one over the other in the application of the net revenues, regardless of the time or times of their issuance. Section 19 . Additional Bonds. A. Earnings Test. Nothing in this ordi- nance contained shall be construed to prevent the issuance by the Town of additional bonds or other obligations pay- able from the income or revenues derived from the opera- tion of the System and constituting a lien upon said reve- nues on a parity with, but not prior or superior to the lien of the 1976 Bonds , nor to prevent the issuance of bonds or other obligations refunding all or a part of the 1976 Bonds , provided, however, that before any such addi- tional parity bonds or other parity obligations are au- thorized or actually issued, including the 1976 Bonds , and also including any parity refunding obligations (other than those refunding subordinate bonds or other subordinate obligations as permitted in Section 20 hereof) : (1) The Town is not, and has not been in default as to making any payments re-7uired by Section 15 hereof during the twelve months immediately preceding the issuance of such additional bonds or other obligations, or if none of the 1976 Bonds have been issued and outstand- ing for a period of at least twelve months, then for the longest period of time any of such Bonds have been issued and outstanding; and (2) The net revenues derived from the operation of the System for the fiscal year immediately preceding the date of issuance of such additional parity obligations shall have been sufficient to pay an amount representing one hundred twenty percent (120%) of the com- bined average annual principal and interest requirements -33- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. 0 of the outstanding revenue bonds and other obligations of the Town payable from and constituting a lien upon the revenues of the System and the bonds or other obligations proposed to be issued (excluding any reserves therefor) . As used in this section, "combined average annual princi- pal and interest requirements" shall be the total princi- pal and interest coming due on the then outstanding and proposed parity lien obligations during the period extend- ing from the date of the proposed parity lien obligations to the final principal payment date of the then outstand- ing 1976 Bonds divided by the number of years (including any fraction thereof) computed from the date of the pro- posed parity lien obligations to the last principal pay- ment date of the then outstanding 1976 Bonds. The foregoing limitations on the issuance of parity bonds shall not apply in the case of the issu- ance of additional parity bonds necessary to complete the Project in a-cordance with the original plans and specifi- cations therefor. B. Certification or Opinion of Earnings . A written certification or opinion by an Independent Accountant that said revenues for the fiscal year immedi- ately preceding the date of issuance of the new obliga- tions are sufficient to pay said amounts when adjusted as hereinafter provided, shall be conclusively presumed to be accurate in determining the right of the Town to au- thorize, issue, sell and deliver said additional bonds or other obligations on a parity with the 1976 Bonds. C. Consideration of Additional Expenses . In determining whether or not additional parity bonds or other parity obligations may be issued as aforesaid , con- sideration shall be given to any probable increase (but not reduction) in operation and maintenance expenses that will result from the expenditure of funds proposed to be derived from the issuance and sale of the said bonds or other obligations. D. Junior Obligations Permitted. Nothing herein contained shall be construed to prevent the Town from issuing bonds or other obligations payable from the revenues of the System and having a lien thereon subordi- nate, inferior and junior to the lien of the 1976 Bonds . -34- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. E. Superior Obligations Prohibited. Nothing herein contained shall be construed to permit the Town to issue bonds or other obligations payable from the revenues of the System and having a lien there- on prior and superior to the lien of the 1976 Bonds . Section 20 . Refunding Bonds. The provisions of Section 19 hereof are subject the following exceptions: A. Privilege of Issuing Refunding Obligations. If at any time after the 1976 Bonds or any part thereof shall have been issued and remain outstand- ing, the Board shall find it desirable to refund any outstanding bonds or other outstanding obligations pay- able from any revenues of the System, said bonds or other obligations, or any part thereof, may be refunded (but only with the consent of the holder or holders thereof, unless the bonds or other obligations, at the time of their required surrender for payment, shall then mature, or shall then be callable for prior redemption at the Town Isoption) , regardless of whether the priority of the lien for the payment of the refunding obligations on the revenues of the System is changed (except as provided in paragraph E of Section 19 hereof and in paragraphs B and C of this Section 20) . B. Limitations Upon Issuance of Parity Refunding Obligations. No refunding bonds or other re- funding obligations payable from any revenues of the System shall be issued on a parity with the 1976 Bonds, unless: (1) The lien on any revenues of the System of the outstanding obligations refunded is on a parity with the lien thereon of the 1976 Bonds; or (2) The refunding bonds or other refunding obligations are issued in compliance with para- graph A of Section 19 hereof. C. Refunding Part of an Issue. The re- funding bonds or other obligations issued shall enjoy complete equality of lien with the portion of any bonds or other obligations of the same issue which is not re- funded, if any; and the holder or holders of such refund- ing bonds or such other refunding obligations shall be -35- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. subrogated to all of the rights and privileges enjoyed by the holder or holders of the bonds or other obliga- tions of the same issue refunded thereby. D. Limitations upon Issuance of any Re- funding Obligations. Any refunding bonds or other refund- ing obligations payable from any revenues of the System shall be issued with such details as the Board may by ordinance provide, subject to the inclusion of any such rights and privileges designated in paragraph C of this Section 20, but without any impairment of any contractual obligation imposed upon the Town by any proceedings au- thorizing the issuance of any unrefunded portion of such outstanding obligations of any one or more issues (in- cluding, but not necessarily limited to the 1976 Bonds) . If only a part of the outstanding bonds and any other outstanding obligations of any issue or issues payable from the revenues of the System is refunded, then such obligations may not be refunded without the consent of the holder or holders of the unrefunded portion of such obligations, unless: (1) The refunding bonds or other re- funding obligations do not increase any aggregate annual principal and interest requirements evidenced by such re- funding obligations and by the outstanding obligations not refunded on and prior to the last maturity date of such unrefunded obligations, or (2) The lien on revenues of the System for the payment of the refunding obligations is subordinate to each such lien for the payment of any ob- ligations not refunded, or (3) The refunding bonds or other refunding obligations are issued in compliance with para- graph A of Section 19 hereof. Section 21. Protective Covenants. The Town hereby covenants and agrees with each and every holder of the 1976 Bonds: A. Use of Bond Proceeds. The Town will proceed, without delay, to acquire the Project, as herein provided. B. Payment of 1976 Bonds. The Town will promptly pay the principal of and the interest on every -36- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. 1976 Bond at the place, on the dates and in the manner specified herein and in the 1976 Bonds and in the cou- pons (if any) thereto appertaining according to the true intent and meaning hereof. C. Use Charges. While any of the 1976 Bonds remain outstanding and unpaid, the rates for all services rendered by the System shall be reasonable and just, taking into account the cost and value of the Sys- tem, proper and necessary allowances for the deprecia- tion thereof and the amounts necessary for the retirement of all bonds and other obligations payable from the revenues of the System, the accruing interest thereon and reserves therefor. There shall be charged against all users of service such rates and amounts as shall be ade- quate to meet the requirements of this and the preceding sections hereof , and which shall be sufficient to produce revenues annually to pay the annual operation and main- tenance expenses, and one hundred twenty percent (120%) of both the principal of and interest on 1976 Bonds and any other obligations payable annually from the revenues thereof, excluding the reserves therefor, all of which reserves shall be subject to distribution for the payment of the costs of operating and maintaining the System and the payment of principal of and interest on all obliga- tions payable from the revenues of the System, including reasonable reserves therefor. No free service , facili- ties or commodities shall be furnished by the System. All the income so derived from the Town shall be deemed to be income derived from the operation of the System, to be uFed and accounted for in the same manner as any other income derived from the operation of the System. D. Levy of Charges. The Town will fix , establish and levy the rates and charges which are re- quired by paragraph C of this Section 21. No reduction in any initial or existing rate schedule for the System may be made unless: (1) The Town has fully complied with the provisions of Sections 14 and 15 hereof for at least the full fiscal year immediately preceding such reduction; and (2) The audit required by the In- dependent Accountant by paragraph H of this section for -37- the full fiscal year immediately preceding such reduction discloses that the estimated revenues resulting from the proposed rate schedule will be sufficient to meet the re- quirements of paragraph C of this section; and (3) If any of the bonds are then owned by the FmHA, the State Director of the FmHA ap- proves in writing the proposed reduction pro--lded that he shall have first been furnished with a written request signed by the Mayor of the Town requesting and justifying such reduction; provided further, however, that no such approval shall be required if the refusal of the State Director of the FmHA to give such approval would violate the Town' - covenants under Ordinances Nos. 528 or 621. E. Efficient Operation. The Town will operate the System so long as any of the 1976 Bonds are outstanding, will maintain the System in efficient operat- ing condition and will make such improvements, extensions , enlargements, repairs and betterments thereto as may be necessary or advisable to insure its economical and ef- ficient operation. F. Records. Separate records will be kept showing complete and correct entries of all transactions relating to the System. Such records shall include month- ly entries showing: (1) The number of customers; (2) The revenues received from charges to customers. (3) A detailed statement of expenses ; and (4) Such other items specified by any form furnished by the FmHA. Before each fiscal year, the Board will cause an operating budgcst to be prepared. G. Right to Inspect . The FmHA, any holder or their duly authorized agents shall have the right at all reasonable times to inspect the System and all records, accounts and data relating thereto. H. Audits. Within twenty days following the close of each fiscal year, the Town will furnish an -38- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. audit of such books and accounts made by an Independent Accountant showing the receipts and disbursements for the account of the System to the FmHA. Each such audit, in addition to whatever matters may be thought proper by the accountant, shall include: (1) A balance sheet as of the end of such fiscal year, including all funds created by the various proceedi:gs authorizing the issuance of outstand- ing obligations payable from the revenues of the System. (2) A statement for the fiscal year just closed of the income and expenditures of the System, including gross revenues , net revenues, the amount of any capital expenditures and profit or loss. (3) The accountant' s comment regard- ing the manner in which the Town has carried out the re- quirements of this ordinance and any other proceedings authorizing the issuance of outstanding obligations pay- able from the revenues of the System and the accountant ' s recommendation for any change or improvement in the opera- tion of the System. (4) A list of the insurance policies in force setting out as to each policy the amount of the policy, the risks covered , the name of the insurer and the expiration date. (5) A re.:apitulation of each fund or account created by the various proceedings authorizing the issuance of outstanding obligations payable from the revenues of the System, showing the balance in such fund at the beginning of the fiscal year, the deposits and withdrawals during said year, and the balance at the end of said year. (6) The number of metered water con- nections and unmetered water connections at the beginning and at the end of the fiscal year. (7) The number of customers per class of customers and revenues per class of customers , includ- ing but not necessarily limited to classification by water farA*.lities and sewer facilities , and the total water consumption in detail, including but not limited to domestic consumption, water used for fires and flushing -39- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. mains, and water consumed or lost and unaccounted for, and total sewage treatment by classes of customers. Along with the audit, the Town will fur- nish the following: (1) An operating budget showing the planned budget for the ensuing year. (2) A copy of the minutes of the meeting of the Board at which such budget was approved. (3) A written instrument containing the name, address and term of office for the Mayor, Town Clerk and each member of the Board and the number of resi- dential users and the number of commercial users of the System. (4) Quarterly reports of income and expenses on forms furnished by the FmHA. (5) A financial statement on a form furnished by the FmHA. The Town will furnish a copy of each audit , budget, minutes, written instrument, quarterly report and financial statement to any holder at his request and with- out request to the FmHA. Any holder shall have the right to discuss the contents with any person making the audit. The Town shall publish a summary of each annual audit at least once within three months after expiration of the fiscal year in a newspaper published in the English lan- guage and of general circulation in the Town. All expenses incurred in preparing the au- dits and other documents by this section shall be consid- ered and paid as an operation and maintenance expense. I . Billing Procedures . All bills for water and water service or facilities and sewer service or facilities furnished or served by or through the Sys- tem shall be sent to customers on a regularly established day of each and every month either monthly in advance or in the month next succeed-Lng the month in which the ser- vice was rendered and shall be due within twenty days from the date sent. In the event the bills are not paid within forty days after the date when sent, water and water ser- vice shall be dis:ontinued, and the rates and charges due -40- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. shall be collected in a lawful manner, including but not limited to the cost of disconnection and reconnection. Water charges and sewer charges may be billed jointly with each other or separately, and each such joint bill shall show separately water and sewer charges. J. Use of 1976 Bond Fund and 1976 Reserve Fund. The 1976 Bond Fund and the 1976 Reserve Fund shall be used solely and only, and said funds are hereby pledged for the purposes set forth in this ordinance. K. Charges and Liens upon System. From the revenues of the System the Town will pay all taxes and assessments or other municipal or governmental charges lawfully levied, assessed upon or in respect to the System, or any part thereof , when due. It will duly observe and comply with all valid requirements of any municipal or governmental authority relative to any part of the System. The Town will not create or suffer to be created any lien or charge upon the System or upon the revenues therefrom except as permitted by this ordinance, or it will make adequate provision to satisfy and discharge within sixty days after the same shall accrue, all lawful claims and demands for labor, materials, supplies or other objects , which, if unpaid, might become a lien upon the System or upon the revenues therefrom; provided, however, that nothing herein shall require the Town to pay or cause to be discharged any such tax, assessment, lien or charge be- fore the payment shall be due or so long as the validity thereof shall be contested in good faith by appropriate legal proceedings. L. Insurance. The Town will carry fire and extended coverage insurance on all above ground structures in an amount at least equal to the depreciable replacement value of such structures. The proceeds of such insurance shall be used to restore the property lost or damaged and any remainder shall be distributed as net income. The Town will also maintain as provided by law a self-insurance fund to cover workmen' s compensation in- surance and public liability insurance in such amounts and to such extent as is normally carried by private cor- porations operating public utilities of the same type. M. Competing System. The Town shall not grant any franchise or license to a competing system, or -41- permit any person, association, firm or corporation to sell water, water service or facilities , or sewer service or facilities, within the Town. N. Alienating System. The Town will not sell, lease, mortgage, pledge, alienate or otherwise en- cumber, the System or any part thereof, until the 1976 Bonds shall have been paid in full, both principal and interest, or unless provision has been made therefor, ex- cept any portion which shall have been replaced by other property of at least equal value, or which shall cease to be necessary for the efficient operation of the System. The proceeds of any such sale shall be distributed as net income . 0. Extended Interest Payments. The Town will not extend or assent to the extension of the time for the payment of any coupon or claim for interest on any of the 1976 Bonds. In case the time for payment of any such coupons or claims shall be extended , such coupon or installment or installments of interest shall not be entitled in case of default hereunder to the benefit or security of this ordinance except subject to the prior payment in full of the principal of all the 1976 Bonds, and of matured interest on the 1976 Bonds the payment of which has not been extended . P. Surety Bonds. The Town Treasurer shall be bonded in the amount of at least $10, 000. FmHA Form 440-24 shall be used for such purpose and such bond shall name the United States of America as co-obligee. Q. Town' s Existence. The Town will main- tain its corporate identity and existence so long as any of the 1976 Bonds remain outstanding, unless another po- litical subdivision by operation of law succeeds to the liabilities and rights of the Town, without adversely af- fecting to any substantial degree the privileges and rights of any Bondholder. R. Performing Duties. The Town will faith- fully and punctually perform all duties with respect to the System required by the Constitution and laws of the State of New Mexico and the ordinances and resolutions of the Town, including but not limited to making and collect- ing reasonable and sufficient rates and charges for -42- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. services rendered or furnished by the System and proper segregation of the revenues of the System and their ap- plication in the manner provided in this ordinance. S. Other Liens. Other than as set forth in this ordinance, there are no liens or encumbrances of any nature whatsoever, on or against the System or the revenues derived or to be derived from the operation of the same. Section 22 . Events of Default. It is an "event of default" if: A. Nonpayment of Principal. Payment of the principal of any 1976 Bond is not made when due at ma- turity or upon prior redemption. B. Nonpayment of Interest. Payment of in- terest is not made when due. C. Incapable to Perform. The Town is not capable of fulfilling its obligations hereunder. D. Default of any Provision. The Town de- faults in the punctual performance of its covenants here- under for sixty days after written notice shall have been given by the holders of at least twenty-five percent (25%) in principal amount of the outstanding 1976 Bonds . Section 23 . Remedies of Default. Upon the oc- currence and continuance of any event of default , the holder or holders of not less than twenty-five per cent (25%) in principal amount of the outstanding 1976 Bonds or a trustee therefor may protect and enforce the rights of any Bondholder by proper legal or equitable performance of any covenant, the appointment of a receiver (the con- sent to such appointment being hereby granted) , injunctive relief, or requiring the Board to act as if it were the trustee of an express trust, or any combination of such remedies . All proceedings shall be maintained for the equal benefit of all holders. Any receiver appointed to protect the rights of Bondholders may take possession and operate and maintain the System in the same manner as the Town itself might do. The failure of any holder to proceed does not relieve the Town or any person of any liability for failure to perform any duty hereunder. The foregoing rights are in addition to any other right and -43- rr FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. the exercise of any right by any Bondholder shall not be deemed a waiver of any other right. Section 24 . Duties upon Default. Upon the happening of any event of default, the Town will perform all proper acts to protect and preserve the security created for the prompt payment of the principal of and interest on the 1976 Bonds. In the event the Town fails or refuses to proceed as in this section provided, the holder or holders of not less than twenty-five percent (25%) in principal amount of the outstanding 1976 Bonds, after written demand, may proceed to protect and enforce �+ the rights provided in this section. All proceeds de- rived therefrom shall be distributed as net income. Section 25 . Prior Charge upon Lower Rates. If any body, commission or authority lawfully prescribes a lower schedule of rates than that contemplated by this ordinance, then the payment of principal and interest on the 1976 Bonds and parity ponds shall constitute a first and prior charge on net revenues. Section 26 . Defeasance. When the 1976 Bonds have been paid, the pledge and 'Lien and all obligations hereunder shall be discharged and the 1976 Bonds shall no longer be deemed to be outstanding. Payment shall be deemed made when the Board has placed in escrow with a commercial bank exercising trust powers, an amount suf- ficient (including the known minimum yield from Federal Securities) to meet all requirements of principal , inter- est and prior redemption premium, if any, as the same be- come due to their final maturities or upon designated prior redemption dates. Any Federal Securities shall be- come due when needed in accordance with a schedule agreed upon between the Board and such bank at the time of the creation of the escrow or shall be subject to redemption at the option of the holder thereof to assure the avail- ability thereof when needed to meet such schedule. Fed- eral Securities within the meaning of this section shall include only direct obligations of, or obligations which are unconditionally guaranteed by, the United States of America. Section 27. Delegated Powers. The officers of the Town be, and they hereby are authorized and directed to take all action necessary or appropriate to effectuate -44- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. e e the provisions of this ordinance, including the printing of the 1976 Bonds (including the opinion of counsel if so agreed to) , the preparation of and execution by the Town officials of any certificates reasonably required by the FmHA and the execution and delivery of the 1976 Bonds. Section 28. Amendment of Ordinance. This or- dinance may be amended, without receipt by the Town of any additional consideratior, but with the written con- sent of the holders of seventy--five percent (75%) in principal amount of the 1976 Bonds then outstanding ; but no ordinance adopted without the written consent of the holders of all outstanding 1976 Bonds shall have the effect of permitting: A. An extension of the maturity of any 1976 Fend; or B. A reduction in the principal amount or interest rate of any 1976 Bond; or C. The creation of a lien upon revenues ranking prior to the lien or pledge created by this or- dinance; or D. A reduction of the principal amount of 1976 Bonds required for consent to such amendatory ordi- nance; or E. The establishment of priorities as be- tween 1976 Bonds issued and outstanding under the provi- sions of this ordinance; or F. The modification of or otherwise af- fecting the rights of the holders of less than all of the outstanding 1976 Bonds . The provisions of this section shall not apply to any amendment of this ordinance which will not adverse- ly affect the 1976 Bonds if such amendment is effective prior to the issuance of any of the 1976 Bonds. Section 29 . Ordinance Irrepealable . After any of the 1976 Bonds are issued, this ordinance shall be and remain ir.r_epealable until the 1976 Bonds and the interest thereon shall be fully paid, canceled and discharged, as herein provided. -45- Section 30 . Severability Clause. If any sec- tion, paragraph, clause or provision of this ordinance shall for any reason be held to be invalid or unenforce- able, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this ordinance. Section 31. Repealer Clause. All bylaws, orders, resolutions and ordinances, or parts thereof, ex- cept Ordinances Nos. 528 and622 inconsistent herewith are hereby repealed to the extent only of such inconsist- ency. This repealer shall not be construed to revive any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 32 . Emergency Clause and Effective Date. This ordinance is necessary for the preservation of the public health, peace and safety of the inhabitants of the Town and because the Town is in great need of the Project, this ordinance is hereby declared to be i emer- gency measure on the ground of urgent public need. Imme- diately upon the adoption of this ordinance by at least three-fourths of all of the fully authorized members of the entire Board and upon its final passage, the ordinance shall be recorded in the book of ordinances of the Town kept for that purpose, authenticated by the signatures of the Mayor and Town Clerk, and the title and general sum- mary of the subject matter contained in this ordinance (set out in Section 33 below) shall be published in the Taos News, a newspaper which maintains an office in and is of general circulation in the Town, in accordance with law, and this ordinance shall be in full force and effect five days after such publication. Section 33 . General Summary for Publication. Pursuant to Section 14-16-4 , New Mexico Statutes Annotated, 1953 Compilation, as amended, the title of, and a general summary of the subject matter contained in this ordinance shall be published in substantially the following form: -46- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. (Form of Summary of Ordinance for Publication) TOWN OF TAOS NOTICE OF ADOPTION OF ORDINANCE NO. 64o NOTICE IS HEREBY GIVEN of the title and of a general summary of the subject matter contained in Ordi-- nance No. 640 duly adopted and approved by the Board of Trustees of the Town of Taos, New Mexico, on June 10th 1976. A complete copy of Ordinance No. 64o is avail- able for public inspection during the normal and regular business hours of the Town Clerk in the office of the Taos Clerk, Town Hall (i.e . , Municipal Offices) on Armory Street in the Town of Taos , New Mexico. The title of Ordinance No. 640 is : AN ORDINANCE PROVIDING FOR THE EXTENSION , EN- LARGEMENT, BETTERMENT AND OTHER IMPROVEMENT OF THE MUNICIPAL JOINT WATER AND SEWER SYSTEM OF THE TOWN OF TAOS , NEW MEXICO; DECLARING THE NECESSITY FOR MAKE; AND ISSUING THE TOWN 'S JOINT WATER AND SE.NER EXTENSION REVENUE BONDS, PAYABLE SOLELY OUT OF THE NET INCOME TO BE DERIVED FROM THE OPERATION OF SUCH JOINT SYS- TEM; AUTHORIZING THE ISSUANCE AND SALE OF SUCH REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $500, 000; PROVIDING FOR THE DISPOSITION OF THE INCOME TO BE DERIVED FROM THE OPERATION OF SAID JOINT SYSTEM; ADOPTING BY REFERENCE CER- TAIN PROVISIONS OF ORDINANCE NO. 528 ,, ADOPTED AND APPROVED ON JULY 1 , 1963 ; PRESCRIBING OTHER DETAILS CONCERNING SAID REVENUE BONDS, INCLUD- ING BUT NOT LIMITED TO COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; RATIFYING .ACTION PRE- VIOUSLY TAKEN CONCERNING SAID JOINT SYSTEM AND SAID BONDS; REPEALING ALL ORDINANCES IN CON- FLICT HEREWITH; AND DECLARING AN EMERGENCY. The following is a general summary of the sub- ject matter contained in Ordinance No. 640 Preambles rec t` such matters as: Town ' s exist- ence and ownership of the municipal water and sewer system (the "System" ) , its only present outstanding obligations payable from revenues of the System being the issue of Joint Water and Sewer Refunding Revenue Bonds , Series July 1 , 1963 ( "1963 Bonds" ) and the issue of. Joint Water and Sewer Extension Revenue Bonds, Series July 1 , 1973 ( "1973 Bonds" ) , the need to extend, enlarge, better and otherwise improve the System, the ordinances authorizing the 1963 Bonds and the 1973 Bonds providing for the issu- ance of bonds having a lien on the System on a parity -47- with the lien of the 1963 Bonds or the 1973 Bonds upon compliance with certain conditions, but that such limi- tations may not be met, the sufficiency of anticipated revenues to pay outstanding and the proposed bonds, the receipt of a commitment from the United States of America, Farmers Home Administration ("FmHA") for the purchase of the Town ' s Joint Water and Sewer Extension Revenue Bonds , Series 1976 ("1976 Bonds" ) to be authorized for par and an interest rate of 5% per annum; and the determination of the Board of Trustees of the Town to authorize the issuance of the 1976 Bonds and of the Town ' s Joint Water and Sewer Extension Revenue Bonds , Series 1976 ( "1976 Bonds" ) . Sections 1 through 4 define terms (incorporat- ing by reference some of the provisions of Ordinance No . 528) , ratify action by officers of the Town in connection with the Project (i.e. , extending, enlarging, bettering and otherwise improving the System) and the 1976 Bonds , establish that the water and sewer facilities shall con- tinue to be a single joint system and authorize the ac- quisition of the Project. Section 5 authorizes the 1976 Bonds and gives details thereof, including but not limited to : the issu- ance in the aggregate principal amount of $500 , 000, dating the 1976 Bonds as of the date of delivery, specifying 500 bonds in the denomination of $1, 000 each, providing that the 1976 Bonds shall bear one set of interest coupons, un- less registered , such interest being payable May 1 and No- vember 1 of each year, commencing November 1 , 1976 , and bearing interest at a rate of 5% per annum, providing for the place and manner of payment of principal of and inter- est on the 1976 Bonds, providing that the 1976 Bonds mature serially or in installments in varying amounts on November 1 in the years 1978 to 2000 , providing for prior redemption under certain conditions , and for negotiability and registra- tion as to payment. Sections 6 through 10 provide for the form and method of execution of the 1976 Bonds and coupons and regis- tration panel, that the 1976 Bonds are special obligations payable from the net revenues of the System, provide the form of the 1976 coupon Bonds, coupons and registration grid, and the form and use of a single bond in the aggre- gate principal amount of $500 , 000 without coupons . -48- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. Sections 11 through 18 determine the period of usefulness of the Project, provide for the disposition of the proceeds of the 1976 Bonds into a construction fund, that the purchasers are not responsible for appli- cation of the bond proceeds, establish the fiscal year for the System, provide for continued deposit into the Income Fund previously established and provide for the Bond Fund and Reserve Fund for the 1976 Bonds and other details concerning said funds and net revenues of the System, for the administration of all funds and accounts created or continued by the ordinance, for the investment of moneys in the funds , the places and times of deposit of money in the funds, that the 1976 Bonds shall not be arbitrage bonds, that the 1976 Bonds constitute a first (but not an exclusively first) lien on the net revenues of the System, subject and junior to the prior and supe- rior lien for the 1963 Bonds and 1973 Bonds , and for equality among the 1976 Bonds in the application of the net revenues. Sections 19 through 21 set forth the terms and conditions under which parity lien bonds may be issued, permit the issuance of bonds having a subordinate lien, prohibit the issuance of bonds having a superior lien, set out the terms and conditions relative to refunding bonds and provide for protective covenants whereby the Town covenants with each bondholder for the protection of each bondholder covering such matters as : use of bond proceeds; payment of the 1976 Bonds; charges for the use of the System; levy of charges; efficient operation of the System; records; right to inspect the System; audits and budgets concerning the System, billing procedures and discontinuance of service; use of 1976 Bond Fund and Re- serve Fund; charges and liens upon the System; insurance ; prohibition against competing system; alienating System; extending interest payments; surety bonds , faithful per- formance of duties by Town; other liens ; and Tot n ' s existence . Sections 22 through 33 concern events of default and remedies for and duties upon default, provide for prior charges upon lower rates, defeasance , delegate cer- tain powers to Town officials , provide a procedure for amendment of the ordinance, state the ordinance is irre- pealable, provide for severability and repealer clauses, -49- FF.LMED DOCUMENTS ARE T",BEST AVAILABLE COPIES. declare an emergency and provide for the effective date of the ordinance and a form for publication. There is also a statement by the Mayor that. this ordinance is an emergency. WITNESS my hand and the seal of the Town of Taos, New Mexico, this loth day of June, 1976. /s/ Josephine Gonzales Town Clerk (SEAL) (End of Form of Summary of ordinance for Publication) I } i i I r i i i -50- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. PASSED, ADOPTED, SIGNED AND APPROVED this 1Otb day o`: June, 1976. f \ i ,c Llb 0-", Ma or (SEAL) I Attest: Town Clerk c i I, the Mayor of the Town of Taos, New Mexico, do hereby declare that an emergency exists with respect i to the foregoing ordinance because of the urgent need for the Project which is for the public health, safety and welfare of the Town and that any publication of such i ordinance prior to its adoption hereby is declared to be ' unnecessary. i WITNESS my hand this loth day of June, 1976 . yor i� 1 1 i -51- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. Thereupon, the Mayor, pursuant to Section 14-16-2 . 1, NMSA 1953 declared that such ordinance is an emergency, such declaration being set forth in the statement attached to the ordinance. It was then moved by Trustee Fernando Valdez and seconded by Trustee Lawrence Santistevdabat any and all rules of the Board of Trustees which might prevent, un- less suspended, the final passage and adoption of this ordinance at this meeting be, and the same hereby are suspended for the purpose of permitting the final pas- sage and adoption of this ordinance at this meeting. The question being upon the adoption of said motion and the suspension of the rules, the roll was called with the following result: Those Voting Aye : Lawrence Santistevan Fernando Valdez Joe A Sanchez Those Voting Nay: None Those Absent: Fioy .1eantete Three members of the Board of Trustees having voted in favor of said motion, the presiding of- ficer declared said motion carried and the rules suspended. Trustee Fernando Valdez then moved that said or- dinance be passed and adopted as read. Trustee Lawrence Santistevan seconded the motion. The question being upon the passage and adoption of said ordinance, the roll was called with the following result: Those Voting Aye: Lawrence Santistevan Fernando Valdez Joe A. Sanchez Those Voting Nay: None Those Absent: Eloy Jeantete The Mayor thereupon declared said motion car- ried by the affirmative vote of at least three-fourths of the members of the entire Board of Trustees and the said ordinance duly passed and adopted. -52- FILMED DOCUME"b. ARE THE BEST AVAILABLE COPIES. Upon motion duly adopted, it was ordered that said ordinance, after due authentication by the Mayor of the Town of Taos and the Town Clerk, be recorded accord- ing to law. Thereupon, the Board of Trustees considered other business not concerning the Town's bonds . Thereafter, there being no further business to come before the meeting, the same was, on motion made, seconded and unanimously adopted, duly adjourned. 1. ayor (SEAL) Attest: / !� �/Town Clerk -53- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. STATE OF NEW MEXICO ) COUNTY OF TAOS ) Ss . TOWN OF TAOS ) I , Josephine Gonzales , Town Clerk of the Town of Taos , New Mexico (the "Town") , do hereby certify: 1. The f oregoing pages numbered from 1 to 53 , inclusive, constitute a full, true and correct copy of the record of the proceedings taken by the Board of Trustees of the Town at a lawful publicregular. meeting 7h ' thereof , held at 7:30 p.m. on June 10, 1976 , at the Town Hall (i.e. , the Town 's Municipal Offices) on Armory Street, in Taos , New Mexico , insofar as said proceedings relate to an ordinance , a copy of which is therein set forth , and said copy of said ordinance as contained in said proceed- ings is a full, true and correct copy of the original of said ordinance as passed by the Board of Trustees at said meeting. 2. Said original ordinance has been duly authen- ticated by the signatures of the Mayor of the Town and my- self as Town Clerk , sealed with the corporate seal of the Town, signed and approved by the Mayor thereof, and recorded in the book of ordinances-of the Town kept for that purpose in my office , which record has been duly signed by said officers and sealed with the seal of the Town. 3 . Attached hereto as Exhibit A is a correct copy of the affidavit of publication of the Notice of Meeting And Proposed Ordinance for the meeting at which said ordinance was adopted. Said notice was published at least two weeks prior to the date of said meeting , in full conformity with Sections 14-16-2. 1 and 5-6-23 , New Mexico Statutes Annotated, 1953 Compilation, as amended, and with a resolution adopted by the Board of Trustees on March 24 , 1976 , which 4" - established reasonable notice for actions by the Board of Trustees pursuant to Section 5-6-23 , New Mexico Statutes Annotated, 1953 Compilation, as amended. 4 . Said ordinance was on June 17 1976 , published by title and summary in the Taos News , being the official newspaper and a newspaper which maintains an office in and is of general circulation within the Town, a copy of the affidavit of publication therefor being at- tached as Exhibit B. -54- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES 5. The Mayer and three other members of the Board of Trustees wer:, present at said meeting, and the members of the Board of Trustees voted on the passage of said ordinance as in said minutes set forth. 6. All members of the Board of Trustees were given due notice of said meeting. i IN WITNESS WHEREOF, I have hereunto sea my hand and the seal of the Town this 'I' day of , 1976. %'Town Clerk (SEAL) i i i i I i Ii 1 i i -55- EXHIBIT A (Attach Affidavit of lublication of Notice of Meeting) -56- PILMED I)M UMENTS ARE THE BEST AVAILABLE COPIES EXHIBIT B (Attach Affidavit of Publication of the Ordinance Subsequent to Adoption) i i -57- CONSENT TO NOTICE OF SPECIAL MEETING HELD ON JUNE 10, 1976 TO THE BOARD OF TRUSTEES OF THE TOWN OF TAOS COUNTY OF TAOS STATE OF NEW MEXICO: The special meeting of the Board of Trustees of the Town of Taos, which was held at the Town Is Munici- pal Offices on Armory Street, in the Town of Taos, County of Taos and State of New Mexico at 7 :30 p.m. , on Thursday, the 10tr day of June, 1976, for the purpose of consider- ing action relating to the Town's joint water and sewer system and for the transaction of such other business incidental to the foregoing as may come before said meet- ing, was duly called by the undersigned Mayor more than twenty-four hours prior to the start of such meeting. (2 ayor Town V k We, the undersigned members of the Board of Trustees of the Town of Taos, do hereby acknowledge receipt of written notice of such special meeting of June 10, 1976. We were given notice of such meeting (in- cluding the time, place and the matters to be acted upon, i.e. , Ordinance No. 640) by Taos News at least twenty-four hours prior to such meeting. We hereby waive any and all irregularitie3, if any, in such notice and in the manner of service thereof upon us, and consent and agree to the holding of such special meeting at the time and place specified in said notice, and to the transaction of any and all business which came before such meeting. BOARD OF TRUSTEES - -J? 1411;6aal� Z.Z//Z4") -58- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. STATE OF NEW MEXICO ) GENERAL AND COUNTY OF TAOS ) SS. NO-LITIGATION CERTIFICATE TOWN OF TAOS ) IT IS HEREBY CERTIFIED by the undersigned, the duly chosen, qualified and acting Mayor, Town Clerk- Treasurer and Town Attorney of the Town of Taos (herein the "Town") , in the County of Taos and State of New Mexico : 1. As determined by the federal census of 1970 , the population of the Town was 2 ,475, and the present es- timated population is 2950 2 . The Town was incorporated pursuant to and is now operating under the general laws of the State of New Mexico as a Town; the Town was incorporated as a Town on the 7th day of May, 1934; and the validity of such incor- poration and organization has never been questioned. 3. The Town as originally incorporated has nev- er been consolidated with or annexed to any other munici- pality, and no territory has been disconnected from the Town as originally incorporated. 4. From at least the first day of March, 1976 up to and including the date of this certificate, the fol- lowing have been and now are the duly chosen , qualified and acting officers of said Town: Mayor: Phillip Cantu, Jr. Trustees : Lawrence Santistevan Fernando Valdez Joe A. Sanchez Eloy Jeantete Town Manager: Ernest Romero Town Clerk-Treasurer: Josephine Gonzales Town Attorney: James M. Brandenburg 5. There is no reason within our knowledge why the Town may not deliver its "Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series 1976" in the ag- gregate principal amount of $500, 000 (herein the "Bonds" or "1976 Bonds" ) , which are being delivered originally as a single bond in the denomination of $500,000 . -59- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. 6 . Subsequent to the authorization to issue the 1976 Bonds, the Town has not pledged or otherwise encum- bered any of the revenues derived from the operation of its joint water and sewer system (as def?ned in Ordinances Nos. 528, 621 and 640 and herein the "System") or any part thereof; and there are no liens or encumbrances of any kind or description against such revenues of the System except the liens or encumbrances designated in Ordinance No. 528, adopted and approved on July 1, 1963 , authorizing the Town of Taos Joint Water and Sewer Refunding Revenue Bonds, Series July 1, 1963 , in Ordinance No. 621 , adopted and approved on May 1 , 1973 , authorizing the issuance of •the Town of Taos Joint Water and Sewer Extension Revenue Bonds, Series May 1, 1973 , and in Ordinance No . 640, adopted and approved on June 10 , 1976 , authorizing the is- suance of the 1976 Bonds. 7 . No litigation of any nature is now pending or insofar as is known to the undersigned , threatened (ei- ther in state or federal courts) restraining or enjoining the issuance, sale, execution or delivery of the 1976 Bonds, the extending, enlarging, bettering and other im- proving of the System (herein the "Project" ) , or the levy, fixing, charging, collection or application of adequate revenues , rates and charges to pay the cost of operation and maintenance of the System and ti.,F! payment of the prin- cipal of and interest on the 1976 Bonds or the pledge thereof or otherwise carrying out the terms and provisions of the ordinances and resolutions authorizing the issuance of said 1976 Bonds or otherwise concerning them, and the covenants and agreements therein, or in any manner ques- tioning or otherwise affecting the validity thereof; neither the corporate existence or boundaries of the Town nor the title of its present officers to their respective offices is being contested; and no proceedings or author- ity for the issuance , sale, execution or delivery of said 1976 Bonds have , or has been repealed, rescinded , revoked, modified, changed or altered in any manner. 8. The regular meetings of the Board of Trustees are scheduled to be held at the Town ' s Municipal Offices, on Armory Street, within the Town at the hour of 7 : 30 p.m. , on the second Wednesday of each month. -60- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. 9. No referendum petition concerning any of the ordinances, resolutions, or other proceedings concern- ing the Project, any of the revenues of the System, and rates and revenues of the 1976 Bonds to be issued , has been filed; and to the best of our knowledge, none is be- ing circulated or planned for circulation. 10. The population of the Town is not less than seventy-five percent English speaking , and is less than twenty-five percent Spanish speaking. 11. To the best of our knowledge, neither the Mayor, any member of the Board of Trustees, nor any other officer, employee, or any other agent of the Town is in- terested (except in the performance of his official rights, privileges, powers and duties) , directly or indirectly, in the profits of any contract, or job of work, or services to be performed, appertaining to the issuance of the Bonds or to the effecting of the Project. 12. The Town has no written bylaws or rules of procedure. 13. The Taos News is a legal newspaper which maintains an office in and is of general circulation in Taos, New Mexico. 14 . The Town owns its own source of water supply and does not purchase water for distribution. 15. The Town has not adopted the New Mexico Pub- lic Service Commission regulatory and supervisory provisions of Chapter 84 , Laws of New Mexico, 1941, pursuant to the local option provisions of Section 17A of said Chapter 84 , also cited as Section 68-5-5 , New Mexico Statutes Annotated, 1953 Compilation, or otherwise. 16. The 1976 Bonds are not obligations (A) which are issued as part of an issue all or a major portion of the proceeds of which are to be used directly or indirectly in any trade or business carried on by any person who is not an exempt person within the meaning of paragraph (3) of Section 103 (c) , United States Internal Revenue Code of 1954 , as amended (herein the "Tax Code") , and (B) the payment of the principal or interest on which (under the terms of such obligations or any underlying arrangement) is, in whole or -61- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. in major part (i) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property, or (ii) to be derived from pay- ments in respect of property, or borrowed money, used or to be used in a trade or business. Thus the 1976 Bonds are not "industrial development bonds" within the meaning of Section 103 (c) , Tax Code, and the applicable regulations thereunder promulgated by the Internal Revenue Service, 17. Federal grants or loans for the Project be- ing financed by the 1976 Bonds have been or will be re- ceived from the U. S . Economic Development Administration; and to the best of our knowledge, the necessary proceed- ings relating to required federal environmental impact statements have been taken. Except as aforesaid, such Project will not be supported in whole or in part through any other contracts entered into by or grants, subsidies, loans or other forms of funding assistance made by any agency of the United States Government, and such Project does not and will not involve a lease entered into by or a permit, license, certificate or other entitlement for use issued by any agency of the United States Government. 18. The Board of Trustees gave two weeks' notice by publication of the meeting at which Ordinance No. 640 was adopted, in conformity with Section 5-6-23 , NMSA, 1953 Compilation , as amended, and with Resolution No. 76-3 , adopted by the Board of Trustees on March 24 , 1976 (super- seding Resolution No. 741, which previously established standards as to what constitutes reasonable notice of Board meetings) and Section 14-16-2. 1 , NMSA 1953 . No meetings of a quorum of the Board of Trustees discussing the 1976 Bonds or the Project to be financed by the 1976 Bonds occurred subsequent to October 16 , 1974 without compliance with Section 5-6-23, NMSA, 1953 Compilation, as amended , and either Resolution No. 741 or Resolution No. 76-3 , whichever was then applicable. 19. This certificate is for the benefit of each holder of any of the 1976 Bonds from time to time. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the Town of Taos, in the -62- r� 4 County of Taos and State of New Mexico, this 20th day of August , 1976. i M I' M yor' fT - Clerk easurer (SEAL) 1 own Attorney -63- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. STATE OF NEW MEXICO ) COUNTY OF TAOS ) SS . SIGNATURE CERTIFICATE TOWN OF TAOS ) We, the undersigned, the duly qualified and act- ing Mayor, Clerk and Treasurer of the Town of Taos (the "Town" ) , Taos County, New Mexico, do hereby certify: 1. The undersigned at the -date of the signing hereinafter stated, and on the date hereof , are the duly chosen, qualified and acting officers authorized to execute the non-negotiable single bond hereinafter described and hold the offices indicated by the off icial titles stet oppo- site our respective names. 2. On August 20 ► 1976 , the undersigned Mayor, Town Clerk and Town Treasurer officially signed , manually subscribed, executed and .attested the non-negotiable single bond numbered R-1 described as the "Town of Taos Joint Water and Sewer Extension Revenue Bond, Series 1976" (the "Bond" ) in the aggregate principal amount of $500, 000, or such lesser sum as shall represent the aggregate advances made to the Town by the Farmers Home Administration of the United States Department of Agriculture, authorized by Or- dinance No. 640 , passed, adopted, signed and approved on June 10, 1976. 3. The seal of the Town which has been impressed on the bond is the legally adopted, proper and only official corporate seal of the Town. WITNESS our hands and the seal of the Town this day of , 1976. TERM OF OFFICE SIGNATURE OFFICIAL TITLE EXPIRES Mayor Town Clerk �,' c ✓ Town Treasurer The signatures above guaranteed as those of the officers designated above. Fir-,t RtatA P;;Dk of TansBANK c� (BANK SEAL) By -64- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. STATE OF NEW MEXICO ) DELIVERY CERTIFICATE COUNTY OF TAOS ) SS. AND RECEIPT TOWN OF TAOS ) We, the undersigned, the duly qualified and act- ing Mayor, Clerk and Treasurer of the Town of Taos, Taos County, New Mexico, do hereby certify: 1. On August 21, 1976, the undersigned Treasurer delivered to the United States of America, Farmers Home Administration, Department of Agriculture ("FmHA") the non-negotiable single bond numbered R-1 in the aggregate principal amount of $500 ,000, designated as the Town of Taos Single Registered Joint Water and Sewer Extension Revenue Bond, Series 1976 ("Bond" ) , and received from the FmHA in payment therefor, the sum of $500,000. 2. On such date, we dated such Bond numbered R-1 with such date of delivery. 3. At the time of said delivery, no coupons were attached to the Bond because the Bond was registered as to both principal and interest as provided in paragraph 4 hereof. 4. Simultaneously with the delivery of the Bond, the Clerk entered the name "United States of America, Farm- ers Home Administration" in the registration book estab- lished for that purpose as the initial owner of the Bond , WITNESS our hands and the seal of the Town this 2 Oth day of _ August , 1976. r i �1 ` miyor CZ Town Cltark :cs c• ,_ Town T a urer i -65- FILMED DOCUMIPNTS ARE THE BEST AVAILABLE COPIES. STATE OF NEW MEXICO ) BOND PROCEEDS COUNTY OF TAOS ) SS. INVESTMENT CERTIFICATE TOWN OF TAOS ) I , the undersigned, the duly qualified and act- ing Town Manager of the Town of Taos ("Town.') , Taos County, New Mexico , do hereby certify that I have, either alone or with others , the responsibility for the issuance by the Town on the date hereof of its "Town of Taos Joint Water and Sewer Extension Revenue Bond, Series 1976" ("Bond") in the aggregate principal amount of $500, 000, which is being issued to finance the extension, enlargement, betterment and other improvement of the Town ' s municipal joint water and sewer system ("Project" ) and that I reasonably expect that : 1 . The total cost of the Project will be $ 500, 000 , 00 2 . Construction work on the Project shall com- mence on December 15, 197 6 and completion of the Project will occur no later than August _2Q, 197_7 3 . The Town has heretofore entered into binding contracts in connection with the Project with a firm of consulting engineers pursuant to which the Town will expend more than $12 ,500 (2-1/2% of the principal amount of such Bond) of the proceeds of the Bond on the Project. 4 . The "original proceeds" of the Bond are $500 , 000 (i .e. , the principal amount of $500 , 000 plus $-0- received by the town as accrued interest) . 5. The amount of "original proceeds" to be expended on the Project during the three-year period begin- ning on the date the Bond is delivered ("temporary period") is $500, 000 . 6. All of the investment proceeds to be received during the temporary period will be expended for payment of Project costs during the temporary period. 7 . The Town will not sell or otherwise dispose of the Project in whole or in part prior to the maturity of the Bond. -66- FILMED DOCUMENTS ARE THE BEST AVAILABLE COPIES. 8 . The Town has not yet expended any money for the Project and does not reasonably expect to use the proceeds of the Bond to fund or refinance any Town obliga- tions (including any governmental obligations issued for temporary financin") . 9. The Town has never issued bonds or other obligations to finance the specific Project being financed with the proceeds of the Bond. Consequently, the Bond does not constitute a replacement issue of obligations. 10. Based upon the foregoing: (a) At least 85% of the "original pro- ceeds" will be lawfully expended on the Project during the temporary period, (b) The Town has heretofore incurred a substantial binding obligation to commence the Project, (c) Work on the Project will proceed with due diligence to completion, and (d) The "original proceeds" of the Bond will not exceed by more than 5% the amount necessary to finance the Project. On the basis of all the f acts, estimates and cir- cumstances now in existence, it is not now expected that the proceeds of the Bond will be used in a manner that would cause the Bond to be an "arbitrage bond" within the meaning of Section 103 (d) of the Internal Revenue Code of 1954 , as amended, and the regulations prescribed under that section. To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would mate- rially change the foregoing conclusion. The Town has not been notified of any listing or any proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. WITNESS my hand and the seal of the Town this 20th day of August 1976 . Town Manager -67- .'... _.. -. . . .� _ . .. m Rly .I.,y.0 >,,�G>,E 'C OOv IRypat OI. Itd�� �.:a0 4Q I.'t7� �a11n qR A Od .°+A ti1G+ GM�9 "*M-'go^G"�:+0 �/-+�A,d p� aGD_ «a•O+C �H DO 6r DO U I. 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