HomeMy WebLinkAboutOrdinance 2989ORDINANCE NO. 2989
AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND
HILLS, TEXAS, GENERAL. OBLIGATION BONDS, SERIES 2008";
specifying the terms and features of said bonds; levying a continuing
direct annual ad valorem tax. for the payment of said bonds; and resolving
other matters incident and related to the issuance, sale, payment and
delivery of said bonds, including the approval and execution of a Paying
Agent/Registrar Agreement and the approval and distribution of an
Official Statement; and providing an effective dale.
WIIEREAS, the City Council further finds and determines that general obligation bonds
in the principal amount of $4,180,000 approved and authorized to be issued at elections hold
September 27, 1994 and February 1, 2003, should be issued and sold at this time; a summary of
the general obligation bonds authorized at said elections, the principal amounts authorized,
amounts heretofore issued and. being issued pursuant to this ordinance and amounts remaining to
be issued subsequent hereto being as follows:
Amount
Date of Amount Previously Being Unissued
F,lection Purpose Authorized ($) Issued Issued $ Balance
9-27-1994 Street Improvements 20,000,000 19,395,000 $ 180,000 $ 425,000
2-1-2003 Street Improvements 30,010,000 6,955,000 4,000,000 19,055,000
2-1-2003 Drainage 4,000,000 1,340,000 -0- 2,660,000
Improvements
2-1-2003 Public Safety 1,900,000 1,650,000 -0- 250,000
Facilities
2-1-2003 Animal Shelter 1,300,000 -U- -0- 1,300,000
AND WHEREAS, the Council hereby reserves and retains the right to issue the balance
of unissued bonds approved at said elections in one or more installments when, in the judgment
of the Council, funds are needed to accomplish the purposes 1'or which such bonds were voted;
now, therefore,
BF, IT ORDAINED BY THE CITY COUNCIL OF TTiE CITY OF NORTH RICHLAND
HILLS, TEXAS:
SECTION 1: Authorization -Designation- :Principal Amount- Purpose. General
obligation bonds of the City shall be a<Zd are hereby authorized to be issued in the aggregate
principal amount of $4,180,000, to he designated and bear the title "CITY OF NORd'H
RICHLAND HILLS, TEXAS, GENERAL OBLIGATIOl~T BONDS, SERIES 2008" (hereinai'ter
referred to as the "Bonds"), for permanent public improvements and public purposes, to wit:
street improvements, including traffic signalization, drainage incidental thereto and the
acquisition of land and right-of--way therefor, in accordance with the Constitution and laws of the
State of Texas, including V."1'.C.A., Government Code, Chapter 1331, as amended.
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Ordinance No. 2989
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SECTION 2: Fully Registered Obligations -Bond Date -Authorised
Denominations-Stated Maturities-Interest Rates. The Bonds shall be issued as fully registered
obligations only, shall be dated April 15, 2008 (the "Bond Date"), shall be in denominations of
$5,000 or any integral multiple (within a Stated Maturity) thereof; and shall become due and
payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") in
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate s
2009 $210,000
2010 210,000
2011 210,000
2012 210,000
2013 210,000
2014 210,000
2015 210,000
2016 210,000
2017 210,000
2018 210,000
2019 210,000
2020 210,000
2021 210,000
2022 210,000
2023 210,000
2024 210,000
2025 205,000
2026 205,000
2027 205,000
2028 205,000
The Bonds shall bear interest on the wlpaid principal amounts from the Bond Date at the
rate(s) per annum shown above in this Section (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on the Bonds shall be payable on February 15 and August 15 in
each year, commencing February 15, 2009.
SECTION 3: Terms of Payment-Paying_A eng t/Re istr~ar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private
debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York T>ltst Company, N.A., Dallas,
Texas, to serve a Paying Agent/Registrar for the Bonds is hereby approved and confirmed.
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Ordinance No. 2989
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Books and records relating to the registration, payment, transi'er and exchange of the Bonds (the
"Security Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, as provided herein and in accordaaice with the terms and provisions of a
"Paying Agent/ Registrar Agreement", substantially in the form attached hereto as Exhibit A,
and such reasonable rules and regulations as the Paying Agent/Registrar and the City may
prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement
in connection with the delivery of the Bonds. The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Bonds arc paid and discharged, and any successor
Paying Agent/Registrar shall be a bank., trust company, financial institution or other entity
qualified and authorized to serve in such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying AgentlRegistrar for the Bonds, the City agrees
to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first
class postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Mauuities
or the redemption thereof, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Dallas, 'I'cxas (the "Designated Payment/Transfer
Office"). Interest on the Bonds shall be paid to the I-Iolders whose name appears in the Security
Register at the close of business on the Record Datc (the last business day of the month next
preceding .each interest payment date) and shall be paid by the Paying Agcnt/Rcgistrar (i) by
check sent IJnited States Mail, first class postage prepaid, to the address of the Holder recorded
in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the Ilolder. If the date for the payment of the
principal of or interest on the Bonds shall he a Saturday, Sunday, a legal holiday, or a day when
banking institutions in the city where the Designated Payment/"I'ransfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment. date, and for thirty (~0)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/ Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 1 ~ days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address of each I-Iolder appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
(a} Optional Redemption. The ,Bonds having Stated Maturities on and after
February 15, 201 ~, shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2018 or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
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Ordinance No. 2989
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(b) Exercise of Redemption Option. At least forty-five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date oi`
redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bands of the
same Stated Maturity are to be redeemed on a redemption date, the Paying AgenURegistrar shall
treat such Bonds as representing the number of Bonds Outstanding which is o'otained by dividing
the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount
thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption, Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the none of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the IIolder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the llcsignated Payment/Transfer Office of the Paying
Agent/Rcgistrarnnly upon presentation and surrender thereof by the Holder. if a Bond is subject
by its terms to prior redemption, and has been called for redemption, and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof
to be redeemed) shall become due and payable and interest thereon shall cease to accrue liom
and after the redemption date therefor; provided moneys sufficient for the payment of such Bond
(or of the principal amount thereof to be redeemed) at the then applicable redemption price arc
held for the purpose of such payment by the Paying Agent/Registrar.
SECTION 5: Reaistration -Transfer - Exchanee of Bonds-Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bads issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of other authorized denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied
by a written instrument of transfer or request for exchange duly executed by the Holder or by his
duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
8U172967.1/10801U35 4
Ordinance No. 2989
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Upon surrender of any Bond (other than the Initial Bonds} referenced in Section 8
hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the
Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of authorized denominations and having the same Stated
Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Desi~~ated
PaymentlTransfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of• Bonds shall he delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Rcgistrar or sent by United
States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery
thereof; the same shall be the valid obligations of the City, evidencing the same obligation to
pay, and entitled to the same benefits tinder this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense ot• service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Rcgistrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other govertunental charges required to be paid with respect to such transfer or
exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to he "Predecessor Bonds," evidencing all or a portion, as the case may be, of
the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof' and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of• a Molder any Bond called. for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond cal led
for redemption in part.
SECTION 6: Book-Entrv Unly Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and $ hereof relating to the payment, and transfer/exchange
of the Bonds, the City hereby approves and authorizes the use of "Book-Entry Unly" securities
clearance, settlement and transfer system provided by "1'he Depository Trtrst Company (DTC), a
limited purpose trust company organized under the laws of the State of New York, in accordance
80172957.1/10801035 $
Ordinance No. 2989
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with the operational arrangements referenced in the Blaiilcet Issuer Letter of Representation, by
and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants").
While the Bonds arc held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond
(the "Beneficial Owners") being recorded in the records of DTC acid DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds
to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 3, 4 and ~ hereof.
SECTION 7: Execution - Re~i tration. 'Chc Bonds shall be executed on behalf of the
City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers oP
the City an the Bond Date shall be deemed to be duly executed on behalf of the City.
notwithstanding that such individuals or either of them shall cease to hold such offices at the
time of delivery of the Bonds to the initial purchaser(s) and with respect to Bands delivered in
subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Govermnent
Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory I•or airy purpose, unless there appears on such Bond either a certificate of registration
substantially in the farm provided in Section 9C, manually executed by the Comptroller of
Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in tlae form provided in Section 9D, manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered, and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the aggregate principal amount of the Bonds with
principal installments to become due and payable as provided in Section 2 hereof and numbered
T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the
applicable principal amount and denomination and to be numbered consecutively from T-1 and
upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bonds}
shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for
80172)67.1/10801035
Ordinance No. 2989
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approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and such other information and
docwnentation as the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms A. Forms Generally. The Bonds, the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying
AgentlRegistrar, and the form of Assigmnent to be printed on each of the Bonds, shall. be
substantially in the forms set forth in this Section with such appropriate insertions, omissions,
substitutions, and other variations as arc permitted or required by this Ordinance a~ld may have
such letters, numbers, or other marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedtues of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Bonds as evidenced by their execution. Any portion
of the text of any Bonds may be set forth on the reverse thereol•, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, or engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
A. Form of Definitive Bond.
REGISTERED
N0.
REGTSTF,RRD
UNITED STATES OF AMERICA
STATE OF 'TEXAS
CITY OF NORTH RICHI.AND HILLS, TEXAS
GENERAL OBLIGATION BOND, SERIES 2008
Bond Date: Interest Rate:
April 15, 2008 _%
Stated Maturity: CUSIP NO:
February 15, 20
Registered O«~Zer:
Principal Amount:
DOLLARS
R01729(7.1/IOS0103i
Ordinance No. 2989
Page 7 of 36
The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate
and political subdivision in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal
Amount hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the interest payment
date next preceding the "Registration Date" of this Bond appearing below (unless this Bond
bears a "Registration Date" as of an interest payment date, in which case it shall bear interest
from such date, or unless the "Registration Date" of this Bond is prior to the initial interest
payment date in which case it shall bear interest from the Bond Date) at the per amium rate of
interest specified above computed on the basis o1' a 360-day year of twelve 30-day months; such
interest being payable on February I S and August I S in each year, commencing February 15,
2009. Principal of this Bond is payable at its Stated Maturity or redemption to the registered
owner hereof, upon presentation and surrender, at the Designated Payment/Transfcr Office of the
Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor.
Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as
defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date, and interest shall
be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at die risk and expense of,
the registered owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorised by
law or executive order to close, then die date for such payment shall he the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. All payments of principal ot; premium, if any, and interest
on this Bond shall be without exchange or collection charges to the owner hereof and in any coin
or currency of the ilnited States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $4,180,000 (herein referred to as the `Bonds") for permanent public improvements
and public purposes, to wit: street improvements, including traffic signalization, drainage
incidental thereto and the acquisition of land and right-of--way therefor, under and in strict
conformity with the Constitution and laws of the State of "Texas and pursuant to an Ordinance
adopted by the City Council of the City (herein referred to as the "Ordinance").
The Bonds maturing on and after February 15, 2019, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple tltereof (and if within a Stated 1~Iaturity by lot by the Paying
Agent/Registrar), on February 15, 2018, or on any date thereafter, at the redemption price of par,
together with accrued interest to the date of redemption.
80172967.1/10801035
Ordinance No. 2989
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At least thirty days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of each Bond to be redeemed at the address shown on the
Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to Ue redeemed) shall become due and payable, and
interest thereon shall cease to accrue from acid after the redemption date therefor; provided
moneys fur the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose o1• such payment by the Paying
Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Band or Bonds of like maturity and interest rate in any authorized denominations provided by
the Ordinance for the then uru•edeemed balance of the principal swn thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole ur in part, the
City and the Paying AgentlRegistrar shall not be required to transfer such Bond to an assignee of
the registered owner within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the registered owner of the
iuucdeemed balance of a Bond redeemed in part.
1'hc Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is lrereby made to
the Ordinance, a copy of which is on file in the llcsignated Payment/Transfer Office of the
Paying Agent/Registrar, at~d to all of the provisions of which. the owner or holder of this Bond by
the acceptance hereof hereby assents, far definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof; or his duly authorized
agent. When a transfer on the Security Register occL~rs, one ar more new fully registered Bonds
of the same Siated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the
designated transferee or transferees.
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Ordinance No. 2989
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The City and the Paying Agcnt/Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or
in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the
event of nonpayment of interest on a scheduled payment date and for thirty (30} days thereafter,
a new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
to the address of each I Iolder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
h is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawiitl and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and. the Ordinance; that
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
aforestatcd. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and. enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
const--ued in accordance with and shall be governed by the laws of the State of Texas.
IN WITNF,SS WHEREOF, the Cily Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
CITY OF NURTH RICI-ILAND I-IILLS,
TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
80172967. III USU 10.35 10
Ordinance No. 2989
Page 10 of 36
B. Form of Registration Certificate of Comptroller of Public Accounts to appear on
hutial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMP"TROLLER OF PliBLIC ACCOUNTS
OFFICE OF TIII/ COMPTROLI,F,R )
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I IIER1IiY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEA1~)
Comptroller of Public Accounts
of the State of Texas
C. Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds
only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar in Dallas, Texas is the "Designated
Payment/Transfer Office" far this Bond.
THE BANK OF NEW YORK TRi1ST
COMPANY, N.A., Dallas, 'Texas
Registration date:
>3y
Authorized Signature
soy ~z9e~. i/~oao i o3s 11
Ordinance No. 2989
Page 11 of 36
D. Form of Assi runent.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number )the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof with full power
of substitution in the premises.
DATED:
NOTICE: The signature on this
assigmnent must correspond with the
Signature guaranteed: name of the registered owner as it appears
on the face of the within Bond in every
particular.
E. "1'he Initial Bond(s) shall be in the form set forth in paragraph B of this Section,
except that the form of the single fully registered Irulial Bond shall be modified as
follows:
REGISTF,RED
NO. T-1
UNITED ST'A'TES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, 'TEXAS
GENERAL OBLIGATION BOND, SF,R.IES 2008
Bond Date: April 15, 2008
Kegistered Owner:
REGISTERED
$4,180,000
Nrincipal Amount: FOUR MILLION ONF. HUNDRED EIGHTY "1•I-IUUSAND DOLLARS
The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate
and municipal corporation in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated on Febrt.tary 15
in each of the years and in pt•incipal installments in accordance with the i'ollowing schedule:
R0171.967-I~1OR01035 1 2
Ordinance No. 2989
Page 12 of 36
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Inlonnation to be inserted from schedule in Section 2 hereof).
(or so much ptincipal thereof as shall not have been prepaid. prior to mahtrity) and to pay interest
on the unpaid Principal Amount hereof from the Bond Date at the per annum rates of interest
speciCed above computed on the basis of a 3G0-day year of twelve 30-day months; such
interest being payable on February 15 and August 15 in each year, commencing Pebruarv 15,
2009. Principal installments of this Bond are payable in the year of maturity or on a prepayment
date to the registered owner hereof by The Bank of New York Trust Company, N.A., Dallas.
Texas (the "Paying Agent/Registrat•"), upon its presentation and surrender, at its designated
offices in Dallas, Texas (the "Designated PaymentJTransfer Office"). Interest is payable to the
registered owner of this Bond whose name appears on the "Security Register" maintained by the
Paying Agent/Registrar at the close of business on the "Record Date", which is the last business
day of the month next preceding each interest payment date, and interest shall be paid by the
Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
registered owner. If the date for the payment of the principal of or interest on the Bonds shall be
a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Paymcnt/'1'ransfer Office of the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have tl~e same force and effect as if made on
the original date payment was due. All payments of principal of, premium, if any, and interest
on this Bond shall be without exchange or collection charges to the owner hereof and in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater),
there is hereby levied, and there shall be aruiually assessed and collected in due time, form, and
manner, a tax on all taxable property in the City, within the limitations prescribed by law, and
such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for
the Debt Service Requirements of the Bonds shall be at a tale from year to year as will be ample
and sufficient to provide fluids each year to pay the principal of and interest nn said Bonds while
Outstanding; full allowance being made for delinquencies and costs of collection; separate books
and records relating to the receipt and disbursement of taxes levied, assessed and collected for
and on account of the Bonds shall be kept and maintained by the City at all times while the
Bonds are Outstanding, and the taxes collected for the payment of the Dcbt Service
Requirements on the Bonds shall be deposited to the credit of a "Special 2008 Bond Account"
(the "interest and Sinking Fund") maintained on the records of the City and deposited in a
special fund maintained at an official depository of the City's funds; and such tax hereby levied,
and to be assessed and collected annually, is ltereby pledged to the payment of the Bonds.
80172967.1/1D8010?5 13
Ordinance No. 2989
Page 13 of 36
The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance
and City Secretary of the City, individually or jointly, are hereby authorized and directed to
cause to be transferred to the Paying Agent/ Registrar for the Bonds, from funds on deposit in the
Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Bonds as the same accrues or matures or comes due
by reason of redemption prior to maturity; such transfers of funds to be made in such manner as
will cause collected funds to be deposited with the Paying Agent/Registrar on or before each
principal aYnd interest payment date for the Bonds.
SECTION 11:Mutilated-Destroyed-Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the tiling by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or thct~ of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
inde>nnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond
mutilated, or destroyed, lost or stolen.
Every replaceme>.ri Bond issued pursuant to this Section shall he a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably ~,vith all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful} all
athcr rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then tlic pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the I Ioders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with. and held in trust
by the Paying Agent/Registrar, ot• an authorized escrow agent, or (ii) Uovermnent Securities
shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized
escrow agent, which Government Securities have been certified by an independent accounting
firm to mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money, together with any moneys deposited
therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal
80172967.1/10801035 1 4
Ordinance No. 2989
Page 14 of 36
amow~t(s) thereof, on and prior to the Staled Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 19$6, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Rcgisri•ar, or
an authorized escrow agent, pursuant to this Section which is not reduired for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with. respect to which such moneys
have been so dcpositcd shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of tluee (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were dcpositcd and are held
in trust to pay shall upon the request of the City be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds [tom the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the
State of Texas.
The term "Government Securities" shall mean (i) direct noncallable obligations of the
United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an
agency or instrumentality of the United States, including obligations unconditionally guaranteed
or insured by the agency or instrumentality and on the date of their acquisition or purchase by the
City arc rated as to inveslment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and on the date of
their acquisition or purchase by the City, arc rated as to investment quality by a nationally
recognized inveslment rating firm not less than AAA or its equivalent.
S1/C1'IUN 13: Ordinance aContract - Amendments - Outstanding Bonds. `Chic
Ordinance shall constitute a contract wide the Holders From time to time, be binding on the City,
and shall not be amended or repealed by the City sa long as any Bond remains Outstanding
except as permitted in this Section and in Section 28 hereof: The City may, without the consent
of or notice to any IIolders, from time to time and at any time, amend this Ordinulce in any
manner not detrimental to the interests of the Ilolders, including the curing of any ambiguity,
inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of
Folders holding a majority in aggregate principal amount of the Bonds then Outstanding, amend,
add to, or rescind any of the provisions of this Ordinance; provided that, without the consent o1'
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (l) extend
the time or times of payment of the principal of, premium, if any, and interest on the Bonds,
reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon,
or in any other way modify the terms of payment of the principal of, premium, if any, or interest
on the Rends, (2) give any preference to any Bond over any other Bond, or (3) reduce the
801729b7.1/10801035 ] 5
Ordinance No. 2989
Page 15 of 36
aggregate principal amount of Bonds required to be held by Holders 1'or consent to airy such
amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Urdinancc,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered
to the Paying AgenURegistrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 11 hereof'.
SECTION 14: Covenants to Maintain'l'ax-Exempt Status.
(a) Deflations. When used in this Section 14, the following terns have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or bei'ore the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of
the Regulations, alid any replacement proceeds as defined in Section 1..148-1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as dcllned in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the hrternal Revenue Code of 1954, which are applicable to the Bonds.
8U1729G7.1~10801035 1 ~
Ordinance No. 2989
Page 16 of 36
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1} any Investment has the meaning set forth in Section 1.148-
of the Regulations and (2) the Bonds has the meaning set forth in Section
148-4 of the Regulations.
(b) Nat to Cause Interest to Become 'Taxable. The City shall not use, perniit the use
of, oi: omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Vdithout limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on airy Bond, the City shall comply
with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the lass
Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or airy property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a slate or local govcnvncnt, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on investments
acquired with such Gross 1'rocccds pending application for their intended
purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. F'or
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
801729G7.1~10801035 1 7
Ordinance No. 2989
Page 17 of 36
purposes; (2) capacity in or service from such property is cotn>nitted to such person or entity
under atake-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to invest at Higher Yield. Except to the extent permitted. by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at airy time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross 1'rocceds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent pernitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
l49(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by section
149(c) of the Codc with the Secretary of the Treasury on Form 8038-G or such other lorn~ and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent othe~tivise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account separately
and apart from all other fiords (and receipts, expenditures and investments
thereolj and shall retain all records of accounting far at least six years after the
day on which the last Outstanding Bond is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Bonds with
other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate d1e Rebate Amount in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
sach calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation llatc.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and iu order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income oi• the owners thereof for federal income tax
purposes, the City shall pay to the United States from the construction fund, other
appropriate fund, or, if permitted by applicable 'I'cxas statute, regulation or
opinion of the Attorney General of the State of Texas, the Interest and Sinking
RO1729C~7.1~10801035 1 $
Ordinance No. 2989
Page 18 of 36
fund, the amount that when added to the future value of previous rebate payments
made for the Bonds equals (i) in the case of a Final Computation Date as defined
in Section 1.148-3(e)(2) of the Regulations, one hundred percent (10O%) of the
llebate Amount on such date; and (ii) in the case of any other Computation Date,
ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form. 8038-T or
such other forms and information as is or may be required by Section 148(f) of
tllc Codc and the Regulations and pilings thereunder.
(4) "I71c City shall exercise reasonable diligence to assure that no en•ors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(18U) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not_ to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and ]vlings thereunder, the City shall not; at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection h oi• t11is
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Assistant City Manager, Director of Finance and City Secretary, individually or
jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Bonds, in the
Certificate as to Tax Exemption or similar or other appropriate certificate, fornl or document.
(k) (qualified Tax Exempt Obligations. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds
to be "qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as
defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations"
to be issued by the City (including all subordinate entities of the City) for the calendar year 2008
will not exceed $10,000,000.
SECTION I5: Sale of Bonds. Pursuant to a public sale for the Bonds, the bid submitted
by ___ _ (herein referred to as the "Purchasers") is declared to be
the best bid received producing the lowest true interest cost rate to the City, and the sale ol• the
Bonds to said Purchasers at the price of par and accrued interest to the date of delivery, plus a
premium of $ , is hereby approved and coufirmcd. Delivery of the Bonds to
the Purchasers shall occur as soon as possible upon payment being made therefor in
accordance with the terms of sale.
80172967.110801035 1 9
Ordinance No. 2989
Page 19 of 36
SECTION 16: Official Statement Approval. The use of the Official Statement by the
Purchasers in commeetion with the public offering and sale of the Bonds is hereby ratified;
confirmed and approved in all respects. The final Official Statement, which reflects the teens of
sale (together with such changes approved by the Mayor, Mayor Pro "fern, City Secretary, City
Manager, Assistant City Manager, and Director of Finance, one or more of said officials), shall
be and is hereby in all respects approved and the Purchasers are hereby authorized to use and
distribute said fnal Official Statement, dated tlpril 28, 2008, in the reoffering, sale and delivery
of the Bonds to the public.
SECTION 17: Control. and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of'fcxas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the initial purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, Assistant City
Manager and Director of Finance, any one or more of said officials, are hereby authorized and
directed to furnish and execute such documents and certifications relating to the City and the
issuance of the Bonds, including certifications as to facts, estimates, circumstances and
reasonable expectations pertaining to the use, expenditure, and investment of the proceeds of the
Bonds, as may be necessary for the approval of the Attorney General, the registration by the
Comptroller of Public Accounts and the delivery of the Bonds to the purchasers, and, together
with the City's financial advisor, bond counsel and the Paying Agent/Registrar, make the
necessary arrangements for the delivery of the Initial Bond(s) to the purchasers and the initial
exchange thereof for definitive Bonds.
SECTION 18: Proceeds of Salc. `1'he proceeds of sale of the Bonds, excluding the
accrued interest and premium in the amount of $ received from the Purchasers, shall be
deposited in a construction fund maintained at the City's depository bank. Pending expenditure
for authorized projects and purposes, such proceeds of sale may be invested in authorized
investments and, subject to the provisions of Section 14(h) hereof, any investment earnings
realized shall be expended for such authorized projects and purposes or deposited in the lnterest
and Sinking Fund as shall be determined by the City Council. Accrued interest and premium in
the above amount received from the Purchasers as well as all surplus proceeds of sale of the
Bonds, including investment earnings, remaining after completion of all authorized projects or
purposes and paying or making provision for the payment of the amounts owed pursuant to
Section 14(h) hereof shall be deposited to the credit of the Interest and Sinking Fund.
SECTION 19: Notices to Holders-Waiver. Wherever this Ordinance provides for notice
to IIolders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
80172967.110801035 20
Ordinance No. 2989
Page 20 of 36
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall he the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 20: Canccilation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agcnt/Rcgistrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The
City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds
previously certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall he renu•ned to
the City.
SECTION 21: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Pulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered.
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart
thereof shall accompany the global Bonds deposited with the Depository Trust Company.
SEC'f10N 22: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CL"SIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Bonds as to legality are to be held
responsible i'or CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 23: Benefits of Ordinance. Nothing in ibis Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
AgendRegistrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being.
intended to be and being for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 24: Inconsistent Provisions. All. ordinances, orders or resolutions, or parts
thereof; which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remaui
controlling as to the matters contained herein.
SECTION 25: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 26: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
xoin9~~~.i/~osaio~s 21
Ordinance No. 2989
Page 21 of 36
SF.C"PION 27: Construction of Perms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, i'eminine or
neuter gender shall be considered to include the other genders.
SECTION 28: Continuint; Disclosw•e Undertaking.
(a) Definitions. As used in this Section, the i'ollowing terms have the meanings
ascribed to such teens below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rulc
from tirnc to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rulc from time to time.
(b) Annual Reports. The City shall provide annually to each NRMSIR and any S(ll,
within six months after the end of each fiscal year (beginning with the fiscal year ending
September 30, 2008) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 16 of this Ordinance,
being the information described in Exhibit B hereto. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles described in Lxhibit 13 hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If audited financial statements are not
available at the time the financial information and operating data must be provided, then the City
shall provide unaudited financial statements for the applicable fiscal year to each. NRMSIR and
any SID with the financial information and operating data and will file the annual audit report
when anal if the same becomes available.
If the. City changes its fiscal year, it will notify each NRMSIR. acid any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be reyuired to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NIi;IvISIR and any SID or filled with the SEC.
80172967.t~108U1035 22
Ordinance No. 2989
Page 22 of 36
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR
or the MSRB, in a timely mariner, of any of the following events with respect to the Bonds; il'
such event is material withal the meaning of the federal securities laws:
(1} Principal and interest payment delinquencies;
(2) Non-payment related defaults;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of creditor liquidity providers, or their failure to perform;
(6) Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
(7) Modifications to rights of holders of the Bonds;
(8} Bond calls;
(9} Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds; and
(11) Rating changes.
'1'hc City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the City to provide financial information or operating data ui
accordance with subsection (b) of this Section by the time required by such Section.
(d) Limitations Disclaimers and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains all "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the City to be no longer such ail "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit ur
any Icgal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the fina~~cial information, operating data, financial statements, quid
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL 'fHE CITY BE LIABLE TO 'TIIE MOLDER
OR BENEFICIAL OWNER Or ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR 1N PART FROM ANY BREACII BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SEG`I'IUN, BUT EVERY RIGI-IT AND REM)DY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUC:I-1
BREACH SHALL BE LIMTI'ED TO AN ACTION FOR MANDAMUS OR SPECIFIC
I'EI~'OIZMANCE.
801729G7.l~lORQ1035 23
Ordinance No. 2989
Page 23 of 36
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City tinder federal and state securities laws.
Norivithstaltding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circulnstanccs resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or type
of operations of the City, but only if (1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the Outstanding Borlds
consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the
interests of the 1-folders and beneficial owners of the F3onds. The provisions of this Section Wray
also be amended from time to time or repealed by the City if the SEC amends or repeals the
applicable provisions of the Rule or a court ol• final jurisdiction determines that such provisions
are invalid, but only if and to the extent that reservation of the City's right to do so would not
prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or
selling Bonds in such. offea~ing. If the City so amends the provisions of this Section, it shall
include with any amended tnancial information or operating data filed with each NRMSIR and
SID pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons
for the amendment and of the impact of any change in the type of financial. information or
operating data so provided.
SECTION 29: Severability. if any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 30: Public Meetinu. It is officially fow~d, determined, and declared that the
meeting at which. this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, 111CItldllig t111S
Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 31: Effective Date. This Ordinance shall take effect and be in full force from
and after its adoption on the date shown below in accordance with V.T.C.A., Government Code,
Section 1201.028, as amended.
jremainder of page left blank intentionally)
80172967. I ~ 10801035 2 [}
Ordinance No. 2989
Page 24 of 36
PASSED AND ADOPTED, this Aprit 28, 2008.
City Attorney
(City Seal)
APPROVED AS TO CONTENT:
r ~r ;~,,a, ,-
Director of• r an e
Mayor
801?29G7.1~10801035 S-I
Ordinance No. 2989
Page 25 of 36
EXHIBIT A
PAYING AGENT/[ZEGIS'l'RAR AGREEMENT
80172967.110801035 A-]
Ordinance No. 2989
Page 26 of 36
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMA'T'ION
The following information is referred to in Section 28 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
a~u~ually in accordance with such Section are as specified (and included in the Appendix or
under the headings ofthe Official Statement refereed to) below:
1. The financial. statements of the City appended to the Official Statement as
Appendix B; but for the most recently concluded fiscal year.
2. The information. in the Official Statement under Tables 1 through C and 8 through 15.
Accounting Principles
The accounting principles referred to in such Section are the accountinD principles
described in the notes to the financial statements referred to in paragraph 1 above
R01729C7.I~IOAO103~ B-1
Ordinance No. 2989
Page 27 of 36
PAYING AGENT/REGISTRAR AGRF.EMEN"T
'fI-IIS AURIJEMENT entered into as of April 28, 2008 (this "Agreement"), by and
between the City of North Richland Hills, Texas (the "Issuer"}, and The Barilc of New York
'T'rust Company, N.A., a banking corporation organized and existing under the laws of the United
States of America (the "Bank"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the execution and delivery
of its "City of North Richland IIills, Texas, General Obligation Bonds, Series 2008" (the
"Securities"}, April 15, 2008, such Sccuritics scheduled to be delivered to the initial purchasers
thereof on or about June 4, 2008; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bauk has agreed to serve in such capacities for and on behalf- oi• the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Sccuritics, the Bank shall be
responsible L'or paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer
hereby appoints the Bank as Registrar with respect to the Securities alid, as Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as
to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Sccuritics.
Section 1.02 Comnensatiall. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
$OIR27R4.Ut0$01035
Ordinance No. 2989
Page 28 of 36
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE '1'VJU
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the Security.
"Batilc Office" means the designated oI'tice of the Bank in Dallas, Texas at
the address shown in Section 3.01 hereof. "1'he Bank will notify the lssuer in
writing of any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, cerlilied
by the Secretary or any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30th.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order
signed in the name of the Issuer by the Mayor, City Secretary, City Manager,
Assistant City Manager, or Director of finance, any one or more of said officials,
and delivered to the Banlc.
"Legal Holiday" means a day on which the Bank is required or authorized
to be closed.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant io Section 4.06 hereof and the
$ond Resolution).
"Redemption Datc", when used with respect to any Security to be
redeemed, means tlye date fixed for such redemption pursuant to the terms of the
Bond Resolution.
80182784.1110801035
Ordinance No. 2989
Page 29 of 36
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board. of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, auy Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf oI'
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Bond Resolution the
principal of a Security is scheduled to be due and payable.
Section 2.U2 Other Definitions. The terms "Back," "Issuer," and "Securrtics
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
'fhe term "Paying Agent/Registrar" refers to the Baiilc in the performance o£ the duties
and functions of this Agreement.
ARTICLE THR];E
PAYING AGENT
Section 3.U1 Duties of Paving A ent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address: P. O. Box 2320, Dallas, 'Texas 7221-2320 or 2001 Bryan Street, 9"' Floor,
Dallas, Texas 75201, Attention: Operations.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the I-Iolders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Bond Resolution). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
scat by United States mail, first class, postage prepaid, to the address appearing on the Security
Register or (2} by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.U2 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest nn the Securities at the dates specified in the Bond Resolution.
80182784.1/10801035
Ordinance No. 2989
Page 30 of 36
ARTICLE FOUR
REGIS7•RAR
Section 4.01 Security Register -Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the naules and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of,the National Association of Securities
Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly
authorized in writing.
The Bank may request arty supporting documentation it feels necessary to effect a
rc-registration, transfer or exchange of the Securities.
'1'o the extent possible anal under reasonable circumstances, the Bat1k agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the wt•itten instrument of transfer or request for exchange duly executed
by the Flolder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Certificates. The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof: The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it set•ves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange oi• the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.U4 List of Security IIolders. The Bank will provide the Issuer at any tithe
requested by the Issuer, upon payment of the required fee, a copy oI• the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
80182784.1/10801035 q.
Ordinance No. 2989
Page 31 of 36
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the infoilnation into written form.
The Bank will not release or disclose the contents of the Security Register to ~u1y person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Certificates. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed. Lost or Stolen Securities. The Issuer hereby
instructs the Hank, subject to the provisions of the Bond Resolution, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, u1 exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security,
only upon the approval of the Issuer and after (i) the filing by the Holder thereot• with the Bank
of evidence satisfactory to the Bank of the destruction, loss ar theft of such Security, a11d of the
authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an
amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a
replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or
stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
lime after receipt of written request from the Issuer, filrnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents. Etc. (a} The Bank may conclusively rely, as
to the truth of the statements and correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
80182784.1/1 080 1 035
Ordinance No. 2989
Page 32 of 36
(a) The Barnlc shall not be liable for any error of judgment made in good faith by a
Responsible Ofticer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(b) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(c) '1"lne Bannk may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or ather paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank Hoed not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
I Iolder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(d) Tlne Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization arnd protection with respect to any
action taken, suffered, or omitted by it lnerewnder in good faith and in reliance thereon.
(e) The Bank may exercise any of the powers hereunder and perform auy duties
hereunder either directly or by or tluough agents or attorneys of the Bank.
Section 5.03 ltccitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 Mav Hold Securities. The Bank, in its individual or auy other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the lssucr with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section S.US Monevs Held by Bank - Pavin~Agent Account/Collateralization. Money
deposited by the Issuer with the Bank of the principal (or Redemption Prrce, if applicable) of or
interest on any Securities shall be segregated from other funds of the Bank and the Issuer and
shall be held intrust for the benefit of the Holders of such Securities.
All money depasited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
80182784.1 /10801035 (7
Ordinance No. 2989
Page 33 of 36
Amounts held by the Bank which represent principal. of and interest on the Securities
remaining unclaimed by the owner after the expiration of three years from the; date such amounts
have become due and payable shall be reported and disposed of by the Bank in accordance with
the provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property
Code, as amended. The Bank shall have no liability by virtue of actions taken in compliance
with Chis provision.
The Bank is not obligated to pay interest on any money received by it hereunder.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section S.U6 Indemnification. To the extent permitted by law, the Issuer agrees to
iudemnii'y the Bank for, and hold it harmless against; any loss, liability, or expense incm7•ed
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or dufiies wider this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a federal or State District Court located in the State and County where the
administrative offices of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.0~ of this
Agreement shall constitute adequate service. The Issuer and the Basil: further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of'['cxas to determine the rights of any Person claiming any interest herein.
Section SA8 DT Services. It is hereby represented and warranted that, in the event the
Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payments and funds availability,
transfer turnaround time, and notification of redemptions and calls.
ARTICLC SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
80782784.1M0801035
Ordinance No. 2989
Page 34 of 36
Section 6.U3 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the lssuer or the Bank, respectively, at the addresses
shown on page 9.
Section 6.04 >/ffect of Headings. "l'he Article and Section headings herein arc for
convenience of reference only and shall not affect the construction hereof.
Section G.OS Successors and Assigns. All covenants and agreements herein by the
lssuer shall bind its successors and assigns, whether so expressed or not.
Section 6.U6 Severability. In case any provision herein shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be alerted or impaired thereby.
Section 6.07 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy or claim hereunder.
Section 6.08 Entire Agreement. This Agreement and the Bond. Resolution constitute
the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the
Bond Resolution shall govern.
Section 6.09 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall. constitute one and
the same Agreement.
Section 6.10 "Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the lIolders thereof' or (ii) may be
earlier terminated by either party upon sixty (GO) days written. notice; provided, however, an
early termination of this Agreement by either parry shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice given to the Holders of the Securities of the appointment of a successor Paying
AgentlRegistrar. Furthermore, the Bank and the lssuer mutually agree that the effective date of
an early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transi'er and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrat• designated and appointed by
the Issuer.
The provisions of Section 1.02 and of• Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section G.11 Govetning Ldw. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
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Ordinance No. 2989
Page 35 of 36
IN WITNESS WHEI~,OF, the parties hereto have executed this Agreement as of the day
and year first above written.
THI BANK OP NEW YORK TR[JST
COMPANY, N.A.
BY:
'T'itle:
Address: 2001 Bryan Street, 8`~' Floor
Dallas, Texas 75201
Atlesl:
Title:
CITY OF NORTH RICHLAND
MILLS, TEX11S
BY:
Mayor
Address: Y. O. Box 820609
North Kichland Hills,
Texas 76182-0609
Attest:
City Secretary
80182784.1 /10801035 9
Ordinance No. 2989
Page 36 of 36