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HomeMy WebLinkAboutOrdinance 1611 ORDINANCE NO. 1611 AN ORDINANCE approving and authorizing the execution and del i very of "CITY OF NORTH RICHLAND HILLS, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1989"; speci fying the terms of such contractual obligations; making provisions for the payment thereof; and resolving other matters incident and related to the execution, performance and payment of such contractual obligations, including the approval and execution of a Special Escrow Deposit Agreement for the acquisition of property and the approval of an Offering Memorandum; and providing an effective date. WHEREAS, pursuant to V.T.C.A., Local Government Code, Subchapter A of Chapter 271 (the Public Property Finance Act), the City Council is authorized and empowered to execute, perform and make payments under contracts with any person for the use, acquisition or purchase of personal property; and WHEREAS, in accordance with the provisions of the Public Property Finance Act, the City Council hereby finds and determines that the acquisition, use or purchase of certain items of personal property identified in Exhibit A attached hereto, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and/or appropriate for purposes of the Ci ty, should be financed under and pursuant to one 0 r more contractual obligations to be executed and delivered on the terms and in the form hereinafter prescribed; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: Contract Authorization - Contract Amount - Property Identification. Contractual obligations, aggregating in amount $265,000 (the "Aggregate Contract Amount") and entitled "City of North Richland Hills, Texas, Public Property Finance Contractual Obligations, Series 1989" (the "Contractual Obligations" or "Contracts") shall be and are hereby authorized to be executed and delivered with the Initial Contracting Party (hereinafter identified in Section 14 hereof), and the assigns thereof, to finance the use or the purchase or other acquisition of personal property identified in Exhibit A attached hereto and incorporated herein by reference as a part of this Ordinance for all purposes, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and/o r appropr i ate for purposes of the Ci ty (the "Property"); all in accordance wi th and pursuant to authori ty confer red by the laws of the State of Texas, particularly the Public Property Finance Act. SECTION 2: Fully Registered Form Contract Date- Authorized Amounts-Installment Payments-Interest Rates. The Contracts shall be made, executed and delivered ln fully registered form, bear a date of June 1, 1989 (the "Contract Date"), and, except for the Initial Contracts authorized in Section 7 hereof, shall be in authorized amounts of $5,000 or any integral multiple thereof (not to exceed an Installment Amount), and the Aggregate Contract Amount shall be payable in annual installments (the "Installment Amounts") on February 15 in the amounts and interest sha 11 accrue on such Insta Ilment Amounts at per annum rate{s) as follows: Payment Date Installment Amount Interest Rate{s) 1991 1992 1993 1994 1995 1996 $ 35,000 40,000 40,000 45,000 50,000 55,000 7.65\ 7.65\ 7.65\ 7.65\ 7.65\ 7.65\ Interest on the unpaid Installment Amounts shall accrue from the Contract Date (calculated on the basis of a 360-day year of twelve 30-day months) and such interest shall be payable on February 15 and August 15 in each year, commencing February 15, 1990. SECTION 3: Terms of Payment-Paying Agent/Registrar. The Installment Amounts on each Contract and the interest thereon shall be payable only to the registered contracting party or person (hereinafter called the "Contracting Party") appearing on the registration and transfer books (the "Contract Register") maintained by the Paying Agent/Registrar and such Insta Ilment Amounts and the interest payable thereon sha 11 be payable in coin or currency of the Uni ted States of America, which at the time of payment is legal tender for the payment of public and private debts, and without exchange or collection charges to the Contracting Party. -2- The selection and appointment of the Texas American Bank/Fort Worth, N.A., Fort Worth, Texas to serve as Paying Agent/Registrar for the Contracts is hereby approved and confirmed. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Contracts are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified to perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Contracts, the City agrees to promptly cause a written notice thereof to be sent to each Contracting Party by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. The Installment Amounts shall be payable when due only upon the presentation and surrender of the Contracts to the Paying Agent/Registrar at its principal office. Interest on the Installment Amounts shall be paid to the Contracting Parties which appear in the Contract Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Contracting Party. If the date for the payment of an Installment Amount or interest thereon shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the office of the Paying Agent/Registrar designated for the payment and assignment of the Contracts 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 (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. 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, -3- first class postage prepaid, to the Party appearing on the Contract business on the last business day mailing of such notice. address of each Contracting Register at the close of next preceding the date of SECTION 4: Non-Optional. subject to prepayment prior option of the City. The Contracts to their Payment shall Dates not at be the SECTION 5: Assignment - Registration-Transfer-Exchange of Contracts. A Contract Register relating to the registration, payment, and assignment and transfer or exchange of the Contracts shall at all times be kept and maintained on behalf of the Ci ty by the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the Ci ty may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Contract Register the name and address of each and every Contracting Party to a Contract executed and delivered under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Contract may be assigned, transferred or exchanged for Contracts of other authorized amounts by the Contracting Party, in person or by his duly authorized agent, upon surrender of such Contract to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of assignment and transfer or request for exchange duly executed by the Contracting Party or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Any Contract to be assigned and transferred shall be surrendered to the Paying Agent/Registrar and, upon its receipt and cancellation, the Paying Agent/Registrar shall register and deliver, in the name of the designated assignee or transferee, one or more new Contracts of authorized amounts and, except for the assignment and transfer of the Initial Contract by the Initial Contracting Party, having the same Payment Date and of a like Installment Amount as the Contract or Contracts surrendered for assignment and transfer. Contracts may be exchanged for Contracts of other authorized amounts and having the same Payment Date, bea ring the same rate of interest and of like aggregate Installment Amount as the Contracts surrendered for exchange, upon surrender of the Contracts to be exchanged to the Paying Agent/Registrar. Whenever any Contracts are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Contracts to the Contracting Party requesting the exchange. -4- When a Contract has been duly assigned and transferred or exchanged, the new Contract or Contracts registered in such assignment and transfer or exchange shall be delivered to the Contracting Party at the principal office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Contracting Party, and, upon the registration and delivery thereof, such Contracts shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Contracts surrendered in such assignment and transfer or exchange. All transfers or exchanges of Contracts pursuant to this Section shall be made without expense or service charge to the Contracting Party, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Contracting Party requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Contracts cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Contracts," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Contract or Contracts registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Contracts'· shall include any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to the provisions of Section 10 hereof and such new replacement Contract shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Contract. SECTION 6: Execution - Registration. The Contracts shall be executed on behalf of the City by the Mayor or Mayor Pro Tem, wi th the sea I of the Ci ty reproduced or impressed thereon and countersigned by the City Secretary. The signature of such officers on the Contracts may be manual or facsimile. Contracts bearing the manual or facsimi Ie signatures of the persons holding such offices on the Contract Date shall be deemed to be duly executed on behalf of the City, notwithstanding a change in persons holding such offices at the time of delivery of the Contracts to the Initial Contracting Party and with respect to Contracts delivered in subsequent assignments and transfers or exchanges. No Contract shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless the registration certificate appearing on the Contracts to be signed by the Comptroller of Public Accounts of -5- the State of Texas (substantially in the form provided in Section BC) and/or the Paying Agent/Registrar (substantially in the form provided in Section BD), either or both such certificates, as the case may be, are manually executed by an authorized officer, employee or representative of the Comptroller of Public Accounts and/or the Paying Agent/Registrar, and such registration certificate, either or both, upon any Contract when duly executed by the Comptroller of Public Accounts and/or the Paying Agent/Registrar, as the case may be, shall be conclusive evidence, and the only evidence, that such Contract has been duly certified, registered and delivered. SECTION 7: Initial Contract. The Contracts herein authorized may be initially executed and delivered as six (6) fully registered contracts, being one contract for each year of maturity in the applicable installment amount and denomination and to be numbered consecutively from T-l upward (hereinafter called the "Initial Contracts") and registered in the name of the Initial Contracting Party or the designee thereof. The Initial Contracts shall be submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Initial Contracting Party. SECTION 8: Forms. A. Forms Generally. The Contracts, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on the Contracts, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistently herewi th, be determined by the officers executing and delivering such Contracts as evidenced by their execution. The Contracts, including the Initial Contracts, shall be typewritten, printed, lithographed, photocopied or produced in any other similar manner, all as determined by the officers executing such Contracts as evidenced by their execution. -6- B. General Contract Form. REGISTERED NO. REGISTERED $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1989 Contract Date: June 1, 1989 Interest Rate: Payment Date: CUSIP NO: Contracting Party: Installment Amount: DOLLARS The Ci ty of North Richland Hi Ils (hereinafter referred to as the "City"), a body corporate and political subdivision in the County of Tarrant, State of Texas, hereby agrees and promises to pay to the order of the Contracting Party named above, or the registered assigns thereof, the Installment Amount hereinabove stated on the Payment Date specified above (without right of prepayment) and to pay interest on such unpaid Installment Amount from the Contract Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1990. The Installment Amount is payable on the Payment Date noted above to the Contracting Party upon presentation and surrender of this Contract to the Paying Agent/Registrar executing the registration certificate appear ing hereon at its pr incipa 1 of f ice, or its successor. Interest is payable to the Contracting Party of this obligation (or one or more Predecessor Contracts, as defined in the Ordinance hereinafter referenced) who appears on the "Contract 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 inter-est shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the .. -7-- address of such Contracting Party recorded in the Contract Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Contracting Party. The Installment Amount of this Contract and interest thereon shall be paid without exchange or collection charges to the Contracting Party 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. This Contract is one of a number of contracts aggregating in amount $265,000 (herein referred to as the "Cont r acts") , executed and delivered to finance the acquisition, use or purchase of personal property, under and in strict conformi ty with the Constitution and laws of the State of Texas, particularly the Public Property Finance Act (V.T.C.A., Local Government Code, Subchapter A of Chapter 271) and pursuant to an Ordinance adopted by the City Counci 1 of the Ci ty (herein referred to as the "Ordinance"). This Contract is an obligation of the City payable from the pledged proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and, until disbursed for the acquisition of Property, amounts held in a special escrow account created and to be maintained under and pursuant to a Special Escrow Deposit Agreement, dated July 1, 1989 (the "Special Escrow Deposit Agreement") by and between the City and the NCNB Texas National Bank, Rich1and Banking Center, North Rich1and Hills, Texas. Reference is hereby made to the Ordinance, a copy of which is on file in the principal office of the Paying Agent/Registrar, and to all of the provisions of which the Contracting Party by the acceptance hereof hereby agrees, for def ini tions of terms i the description of and the nature and extent of the taxes pledged for the payment of the Contracts; the provisions of the Special Escrow Deposit Agreement relating to the receipt, safekeeping and disbursement of funds for the acquisition of the Property; the terms and condi tions relating to the assignment and transfer of this Contract; the conditions upon which the Ordinance may be amended or supplemented wi th or without the consent of the Contracting Parties; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Contract may be discharged at or prior to its Payment Date, and the obligation evidenced by the Contracts cease to exist as an obligation of the City; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. -8- This Contract, subject to certain limitations contained in the Ordinance, may be assigned and transferred on the Contract Register only upon its presentation and surrender at the principal 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 party hereof, or his duly authorized agent. When a transfer on the Contract Register occurs, one or more new fully registered Contracts with the same Payment Date, in authorized amounts, bearing the same rate of interest, and of the same Installment Amount will be delivered by the Paying Agent/Registrar to the designated assignee or assignees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered party whose name appears on the Contract Register (i) on the Record Date as the Contracting Party entitled to payment of interest hereon, (ii) on the date of surrender of this Contract as the Contracting Party entitled to payment of the Installment Amounts on the Payment Date, and (iii) on any other date as the Contracting Party to notify 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. 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 Contracting Party appearing on the Contract Register at the close of business on the last business day next preceding the date of mailing of such notice. It 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 execution and delivery of the Contracts is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the execution and delivery of the Contracts to render the same lawful and valid obligations of the City have been proper ly 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; and that due provision has been made for the payment of the Contracts and interest thereon as aforestated. In case any provision in this Contract shall be invalid, illegal, or -9- unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impai red thereby. The terms and provisions of this Contract and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of caused this Contract to be duly executed under seal of the City as of the Contract Date. the Ci ty has the official CITY OF NORTH RICHLAND HILLS, TEXAS ATTEST: Mayor City Secretary (SEAL) C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Contracts only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( ( ( ( REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Contract 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 Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Omit on definitive Contracts -10- D. Form of Certificate of Paying Agent/Registrar to appear on Contracts. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Contract has been duly delivered and registered under the provisions of the within-mentioned Ordinance; the contract or contracts initially executed and delivered by the City 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. TEXAS AMERICAN BANK/FORT WORTH, N.A., Fort Worth, Texas, as Paying Agent/Registrar Registration Date: By Authorized Signature E. Form of Assignment. ASSIGNMENT FOR assigns, address, VALUE RECEIVED and transfers and zip code of the undersigned hereby se lIs, unto (Print or typewrite name, transferee: ) . . . . . . . . . . . . . . . . . . . . . ............................................................ ......... ...... ........ ....... .......... ... ................. (Social Security or other identifying number: .......... ... ........................) the within Contract and all rights thereunder, and hereby irrevocably constitutes and appoints .......... ...... ................ .................. .......... attorney to transfer the within Contract on the books kept for registration thereof, with full power of substitution in the premises. DATED: .................. .. ............. ................. ......... .... .......... ... NOTICE: The signature on this assignment must correspond with the name of the registered party as it appears on the face of the within Contract in every particular. Signature guaranteed: -11- SECTION 9: Levy of Taxes. To provide for the payment of the Installment Amounts to become due and payable and the payment of the interest thereon, there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the Ci ty, wi thin the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay (i) the Installment Amounts to become due and payable or an amount equal to 2% of the Aggregate Contract Amount (whichever is the greater) and (ii) the accrued interest on the Insta Ilment Amounts to become due and payable; full allowance being made for delinquencies and costs of collection. Full, complete and accurate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Contracts shall be kept and maintained by the City at all times while the Contracts are Outstanding, and the taxes collected annually for the payment of the Contracts shall be deposited to the credit of a "Special 1989 Contracts Fund" (the "Sinking Fund") maintained on the records of the City and at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Contracts. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar, from funds on deposit in the Sinking Fund, amounts sufficient to fully pay and discharge promptly each Installment Amount and interest on the Contracts as the same accrues or becomes due and payable; such transfer 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 Payment Date and each interest payment date for the Contracts. SECTION 10: Mutilated - Destroyed - Lost and Stolen Contracts. In case a Contract shall be muti lated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Contract of like form and tenor, and in the same authorized amount and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed, lost or stolen Contract, only upon the approval of the City and after (i) the filing by the Contracting Party with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Contract, and of the authenticity of "e ownership thereof and (ii) the furnishing to the Pay ] Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with -12- the preparation, execution and delivery of Contract shall be borne by the Contracting Contract mutilated, or destroyed, lost or stolen. a replacement Party of the Every replacement Contract issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Contracts; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Contracts. SECTION 11: Satisfaction of Obligation of City. If the City shall payor cause to be paid, or there shall otherwise be paid to the Contracting Parties, the Installment Amounts, together with the accrued interest thereon, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the Ci ty to the Cont ract ing Pa rt ies sha 11 thereupon cease, terminate, and be discharged and satisfied. The Contracts shall be deemed to have been paid within the meaning and wi th the effect expressed above in this Section when (i) money sufficient to pay in full the Installment Amounts as the same shall become due and payable on the Payment Dates, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government 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 principa 1 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 Installment Amounts and accrued interest on and prior to each Payment Date. The City covenants that no deposit of moneys or Government Securities will be made under thi s Sect ion and no use made of any such depos i t which would cause the Contracts to be treated as "arbitrage obI igations" wi thin the meaning of Sect ion 148 of the Interna 1 Revenue Code of 1986, 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 Securi ties held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is in excess of the amounts required for the payment of the Contracts in accordance with the defeasance provisions shall be remitted -13- to the City or deposited as directed by the City. Notwithstanding the above and foregoing, any remittance of funds from 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", as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective Payment Dates, as the case may be, for the Contracts and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form. SECTION 12: Ordinance a Contract -Amendments - Outstanding Contracts. This Ordinance shall constitute an agreement with the Contracting Parties from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any of the Contracts remain Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Contracting Parties, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Contracting Parties, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Contracting Parties to Contracts which are Outstanding and represent 51% or more of the aggregate Installment Amounts affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of Contracting Parties of all Contracts which are Outstanding, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the Installment Amounts and interest on the Contracts, reduce the Insta llment Amounts, or the rate of interest thereon, or in any other way modify the terms of payment of the Contracts, (2) give any preference to any Contract over any other Contract, or (3) reduce the aggregate Installment Amount of Contracts required to be held for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Contracts means, as of the date of determination, all Contracts theretofore delivered and registered under this Ordinance, except: (1) those Contracts cancelled or delivered to the Paying Agent/Registrar for cancellation; -14- (2) those Contracts for which the Insta llment Amounts and a 11 interest payable thereon has been paid or is deemed to be fully paid in accordance with the provisions of Section 11 hereof; and (3) those mutilated, destroyed, lost, or stolen Contracts for which replacement obligations have been registered and delivered in lieu thereof as provided in Section 10 hereof. SECTION 13: Covenants to Maintain Tax-Exempt Status. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any personal property the acquisition or purchase 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 payable on the Installment Amount of the Contracts to become includable in the gross income, as def ined in sect ion 61 of the Code, of the owners thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received 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 pursuant to Section 103 of the Code, the City agrees, covenants and represents that: (a) Definitions. When used in this fOllowing terms have the following meanings: Section, the "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the Issue Date. "Gross Proceeds" when used wi th respect to the Contracts or any other type of obligations of the City, means original proceeds, amounts received (including repayments of principa 1) as a resu 1 t of investing the original proceeds, transferred proceeds, sinking fund proceeds, amounts invested in a reasonably required reserve or replacement fund, securities or obligations pledged by the City as security for payment of the Contracts or such other type of obligations, and any other amounts used to pay the Contracts or such other type of obligations, together with earnings from the investment of the foregoing. -15- "Investment" means (1) right to share, a share of stock in a corporation or a subscribe for or to receive such a (2) any obligation, including United States Treasury bonds, notes, and bills and bank deposits, whether or not certified or interest bearing, but excluding obligations the interest on which is, in the opinion of counsel nationally recognized in the field of municipal bond law, excludable from the gross income of any owner thereof under the Code or the Internal Revenue Code of 1954, as amended to the date of issuance of such obligations, (3) any annuity contract, or any other deferred payment contract acquired to fund an obligation of the City, or (4) any other property held for investment. "Issue Date" means first authenticated and Contracting Party. the date the Contracts are delivered to the Initial "Issue Price" for the Contracts is the price paid by the first buyer of the Contracts (exclusive of underwriters, dealers, bondhouses, brokers, and similar persons or organizations acting in the capacity of underwriters or wholesalers). "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Contracts are invested and which is not acquired to carry out the governmental purpose of the Contracts. "Purchase Price" of any Investment means (1) if a United States Treasury obligation acquired directly from the United States Treasury, the amount paid therefor, (2) if a certificate of deposit issued by a commercial bank, the bona fide bid price quoted by a dealer who maintains an active secondary market in such certificates of deposit, and -16- (3) otherwise, generally the mean of the bid price and the offered price therefor on an established market on the day on which such Investment is purchased or contracted for or, if there are no bid prices and offered prices on such date, on the first day preceding such date for which there are bid prices and offered prices. "Yield" of (1) any Investment means the discount factor which, when used in computing the present value of all scheduled payments of principal of and interest on such Investment on the date such Investment is purchased with Gross Proceeds or otherwise allocated to Gross Proceeds, results in an amount equal to the Purchase Price thereof (but excluding any commissions), compounding semiannually, and (2) the Cont r acts means the di scount factor which, when used in computing the present value on the Issue Date of all scheduled payments of Installment Amounts and interest thereon, results in an amount equal to aggregate Issue Prices of the Contracts with the same Payment Date, compounding semiannually. (b) 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 last Installment Amount payable on the Contracts, (1) exclusively own, operate, and possess all the personal property acqui red or purchased di rect ly or indirectly with Gross Proceeds of the Contracts and not use or permi t the use of such Gross Proceeds 0 r any property acquired with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (2) not di rect ly or indi rect ly impose or accept any charge or other payment for use of Gross Proceeds of the Contracts or any property acquired or purchased directly or indirectly with such Gross Proceeds, other than taxes of genera 1 app 1 icat ion wi thin the Ci ty or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. -17- (c) 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 Contracts to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired or purchased with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is commi t ted to such person or ent i ty under a take-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 or purchased with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (d) 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 any time prior to the final payment of Installment Amounts of the Contracts, directly or indirectly invest Gross Proceeds of the Contracts in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Issue Date of all Investments acquired with such Gross Proceeds (or with money replaced thereby) whether then held or previously disposed of, exceeds the Yield of the Contracts. (e) Not Federally Guaranteed. Except to the extent permitted by section l49(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 Contracts to be federally guaranteed within the meaning of section 149(b) of the Code and the regulations and rulings thereunder. (f) Information Report. The City shall timely file with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Contracts on such form and in such place as such Secretary may prescribe. (g) Rebate of Arbitrage Profits. otherwise provided in section 148(f) regulations and rulings thereunder, Except of the to the extent Code and the (1) The City shall account for all Gross Proceeds of the Contracts (including all receipts, expenditures, and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures, and investments thereof) and shall retain all records of such accounting for at -18- least six years after the day on which the last outstanding Contract is discharged. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Contracts wi th other money of the Ci ty, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than annually, the City shall calculate, in accordance with rules set forth in section 148 (f) of the Code and the regulations and rulings thereunder, the excess of: (i) the amount earned on all Nonpurpose Investments (other than Investments attributable to any excess previously calculated pursuant to this paragraph (2» acquired with Gross Proceeds of the Contracts, over (ii) the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Yield on the Contracts, plus any income attributable to any excess previously calculated pursuant to this paragraph (2). In this connect ion, the Ci ty hereby makes the elect ion provided for in section 148(f)(4)(A)(ii) of the Code. (3) As additional consideration for the purchase of the Contracts by the initial purchasers thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States the amount described in paragraph (2) above at the times, in the installments, to the place, in the manner, and accompanied by such forms or other information as is or may be required by section 148(f) of the Code and the regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (2) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any delinquent amounts owed to it, interest thereon, and any assessed penalty. -19- (h) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Contracts enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (g) of this 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 Contracts not been relevant to either party. SECTION 14: Contracting Party - Special Escrow Deposit Agreement. The Contracts herein authorized sha 11 be ini ti ally executed and delivered to General Electric Fleet Services (herein referred to as the "Initial Contracting Party") against payment of the Aggregate Contract Amount plus accrued interest thereon from the Contract Date to the date of payment of such Aggregate Contract Amount. Immediately following the delivery of the Contracts to the Ini t i a 1 Cant r act ing Pa rty and in cons ider at ion of the advancement of the Aggregate Contract Amount for the acquisition or purchase of the Property by the Initial Contracting Party, the Aggregate Contract Amount shall be deposited in an escrow fund for safekeeping and disbursement in accordance with the provisions of the "Special Escrow Deposit Agreement" (the "Agreement") by and between the City and NCNB Texas National Bank, Richland Banking Center, North Richland Hills, Texas (the "Escrow Agent"), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to provide for the safekeeping of such funds and the disposition thereof for the purchase or acquisition of the Property identified in Exhibit A, is hereby approved and authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this Ci ty Counci 1; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. The accrued interest received from the Initial Contracting Party shall be deposited to the credit of the Sinking Fund and expended to pay the initial interest payment on the Contracts. SECTION 15: Offering Memorandum. The Offering Memorandum prepared in the private placement of the Contracts by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the Ci ty Counci 1 hereby finds that the information and data contained in said Offering -20- Memorandum pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. SECTION 16: Control and Custody of Records and Contract Documents. The Mayor of the City shall be and is hereby authorized to take and have charge and control of all necessary orders, reco rds, proceedings, inc luding the Cont racts, pending the investigation and approval of such documents by the Attorney General of the State of Texas, the registration of the Contracts by the Comptroller of Public Accounts and their delivery to the Initial Contracting Party. Furthermore, the Mayor and City Secretary of the City and the City Manager and Director of Finance, anyone or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the execution and delivery of the Contracts, including certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the use, expenditure and investment of the proceeds thereof, as may be necessary for the approval of the Attorney General, the registration by the Comptroller of Public Accounts and the delivery of the Contracts to the Initial Contracting Party, and, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of such obligations to the Initial Contracting Party. SECTION 17: Notices to Contracting Parties-Waiver. Wherever this Ordinance provides for notice to Contracting Pa rt ies of any event, such not ice sha 11 be suf f icient ly given (unless otherwise herein expressly provided) if in wri ting and sent by United States Mail, first class postage prepaid, to the address of each Contracting Party appearing in the Contract Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Contracting Parties is given by mail, neither the failure to mail such notice to any particular Contracting Party, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Contracts. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Contracting Party entitled to receive such notice, either before or after the event with respect to which such not ice is given, and such wa i ve r sha 11 be the equi va lent of such notice. Waivers of notice by a Contracting Party 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. -21- SECTION 18: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Ci ty, the Paying Agent/Registrar and the Contracting Parties, any right, remedy, or cIa im, leg a lor equ i tab Ie, under 0 r 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 Contracting Parties. SECTION 19: 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 remain controlling as to the matters contained herein. SECTION 20: Governing Law. This Ordinance and the Contracts authorized to be executed and delivered hereunder shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 21: Effect of Headings. herein are for convenience only and construction hereof. The shall Section headings not affect the SECTION 22: Construction of Terms. 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, feminine or neuter gender shall be considered to include the other genders. SECTION 23: 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 appl ication thereof to other ci rcumstances sha 11 nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted wi thout such inva 1 id provision. SECTION 24: Public Meeting. It is officially found, 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, including this Ordinance, was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. -22- SECTION 25: Effective Date. This Ordinance shall be in full force and effect from and after its passage on the date shown below and it is so ordained. PASSED AND ADOPTED, this June 12, 1989. CITY OF NORTH RICHLAND HILLS, TEXAS J/'1'(~~ 1 'AA.~~ Mayor / ATTEST: ~' /) ~ " Aj~.á./ ...,..l~ /&~).-4J ty Secretary (City Seal) (City Seal) 35875 -23- RECORD OF PROCEEDINGS RELATING TO $265,000 PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS SERIES 1989 DATED JUNE 1, 1989 Issued by CITY OF NORTH RICHLAND HILLS COUNTY OF TARRANT STATE OF TEXAS Fulbright & Jaworski Attorneys at Law 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF TARRANT § § CITY OF NORTH RICHLAND HILLS § I, the undersigned, City Secretary of the City of North Richland Hills, Texas, DO HEREBY CERTIFY as follows: 1. That on the 12th day of June, 1989, a regular meeting of the City Council of the City of North Richland Hills, Texas, was held at a meeting place within the City; the duly constituted members of the Council being as follows: TOMMY BROWN MAYOR RICHARD DAVIS LYLE WELCH MACK GARVIN FRANK METTS, JR. CHARLES V. SCOMA BRYON SIBBET LINDA SPURLOCK ) ) ) ) ) ) ) MAYOR PRO TEM COUNCILMEMBERS and all of said persons were present at said meeting, except the fOllowing: Richard Davis Among other business considered at said meeting, the attached ordinance entitled: "AN ORDINANCE approving and authorizing the execution and delivery of 'CITY OF NORTH RICHLAND HILLS, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1989'; specifying the terms of such contractual obligations; making provisions for the payment thereof; and resolving other matters incident and related to the execution, performance and payment of such contractual obligations, including the approval and execution of a Special Escrow Deposit Agreement for the acquisition of property and the approval of an Offering Memorandum; and providing an effective date." was introduced and submi tted to the Counci I for passage and adoption. After presentation and due consideration of the ordinance, and upo~ a motion being made by Councilman Garvin and seconded by Councllman Welch the ordinance was finally passed and adopted by the Council to be effective immediately by the following vote: 6 voted "For" ~voted "Against" o abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of said City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting and the deliberation of the aforesaid public business was open to the public and written notice of said meeting, including the subject of the above entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 12th day of June, 1989. ~/ / ~ , ;, .¿:¡.~~ -t:di.~ I¿R.U.J...¿ð y Secretary, City of rth Richland Hills, Texas (City Seal) 3 Ii 0'3 5 -2- SPECIAL ESCROW DEPOSIT AGREEMENT COUNTY OF TARRANT § § § THE STATE OF TEXAS THIS SPECIAL ESCROW DEPOSIT AGREEMENT, dated as of June 1, 1989, made by and between the Ci ty of North Richland Hills, Texas, a body corporate and political subdivision 0= the State of Texas in Tarrant County, Texas, (the "City") acti~g by and through the Mayor and City Secretary and NCNB 7exas National Bank, Richland Banking Center, North Richland Hills, Texas (the "Escrow Agent"), a banking association organized and existing under the laws of the United States of America, WIT N E SSE T H : WHEREAS, pursuant to V.T.C.A., Local Government Code, Subchapter A of Chapter 271 (the Public Property Finance Act), the City Council is authorized and empowered to execute, perform and make payments under contracts wi th any person for the use, acquisition or purchase of personal property; and WHEREAS, the Ci ty Counci 1 of the Ci ty has adopted an ordinance (the "Ordinance") on the 12th day of June, 1989, providing for the execution and delivery of "City of North Richland Hills, Texas, Public Property Finance Contractual Obligations, Series 1989" (the "Contracts"), aggregating in amount $265,000 (the "Aggregate Contract Amount"), and ln return for the execution and delivery of such Contracts, the Aggregate Contract Amount will be advanced for the purchase or acquisition of personal property identified in Exhibit A attached hereto, or such other personal property, appliances, equipment, furnishings or interests therein, considered by the City Council to be necessary, useful and/or appropriate for purposes of the City (the "Property"); and WHEREAS, the Ordinance further approved and authorized the execution of this Agreement to provide for the deposi t, safekeeping and disbursement of the Aggregate Contract Amount advanced by the parties contracting with the City for the purpose of the acquisition or purchase of the Property; and WHEREAS, the Escrow Agent is organized and existing under the laws America, possessing trust powers and empowered to enter into this Agreement; a banking association of the United States of is fully qualified and NOW, THEREFORE, in consideration of the mutual undertakings. promises and agreements herein contained and in consideration of Ten Dollars ($10.00) duly paid by the City to the Escrow Agent concurrently herewith, the receipt of which is hereby acknowledged, the City and the Escrow Agent mutually agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS SECTION 1.01. indicates o~herwise, meanings assigned to Agreement: Definitions. Unless the context clearly the following terms sha 11 have the them below when they are used in this "Authorized Representative" shall mean with respect to the City, the Mayor, City Secretary, City Manager or Director of Finance or such other official or employee of the City as may be designated in a resolution adopted by the City Council of the City and filed with the Escrow Agent. "Authorized Investments" shall mean those securities or obligations identified and specified in the "Public Funds Investment Act of 1987", including all amendments thereto. "Escrow Fund" means the special fund or account established with the Escrow Agent pursuant to the provisions of this Agreement for the deposi t and safekeeping of the "Aggregate Contract Amount". SECTION 1.02. Other Definitions. The terms "Agreement", "City", "Escrow Agent", "Aggregate Contract Amount", "Contracts", "Ordinance", and "Property", when they are used in this Agreement, shall have the meanings assigned to them in the preamble of this Agreement. Furthermore, capitalized terms not otherwised defined herein shall have the same meanings assigned thereto in the Ordinance. SECTION I. 03 . Interpretations. The tit les and headi ngs of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part thereof and shall not in any way modify or restrict the terms hereof. Words of the singular number shall be considered to include the plural, words of the plural number shall be construed to include the singular and words of the masculine, feminine and neuter genders shall be construed to include the other genders. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the -2- intended purpose of providing for (i) the receipt and safekeeping of the Aggregate Contract Amount advanced by the Cont ract ing Pa rt ies to the Ci ty and (i i) the di sbursement of such Aggregate Contract Amount in accordance wiLh the terms of this Agreement. ARTICLE II ESCROW FUND SECTION 2.01. Escrow Fund Creation. A special segregated and irrevocable trust fund to be known as the "Special Public Property Contractual Obligation Escrow Fund/City of North Richland Hills, Texas/Series 1989" (hereinafter called the "Escrow Fund") shall be and is hereby established and shall be maintained by the Escrow Agent for the receipt, depos it, administration and safekeeping of the Aggregate Contract Amount pending its use, disbursement and withdrawal; all in accordance with and in strict conformity with the provisions of this Agreement. SECTION 2.02. Escrow Fund Deposit. Immediately following the receipt of the Aggregate Contract Amount, the City agrees and covenants to deposit to the credit of the Escrow Fund all of the Aggregate Contract Amount and the Escrow Agent agrees to receive and deposit such Aggregate Contract Amount to the credit of the Escrow Fund and hold such funds for application and disbursement for the purposes and in the manner prescribed in this Agreement. SECTION 2.03. Escrow Fund Characterization. (a) The Escrow Agent shall hold such Aggregate Contract Amount, together with income, profits and interest realized from investing such funds, at all times as a special and separate trust fund wholly segregated from other moneys and securities on deposit with the Escrow Agent; shall never commingle the funds held in the Escrow Fund wi th other moneys or securi ties of the Escrow Agent; and shall hold and dispose of the assets therein only as set forth herein. Nothing herein contained shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part thereof, in said Escrow Fund, if it is impractical, but moneys of an equal amount, except to the extent such are represented by the Authorized Investments, shall always be maintained on deposit in the Escrow Fund by the Escrow Agent, as trustee; and a special account evidencing such facts shall at all times be maintained on the books of the Escrow Agent. -3- (b) Legal ownership of or title to all funds or the Authorized Investments deposited or held for the account of the Escrow Fund shall be in the Contracting Parties to the Contracts with equitable or beneficial ownership or title vested in the vendors or sellers of the Property, and such legal and beneficial owners as their respective interests may be determined shall be entitled to a preferred claim 2~d shall have a first lien upon such funds and Authorized Invest~ents in the Escrow Fund until paid out, used and applied in accordance with this Agreement. The funds and Authorized Investments received by the Escrow Agent under this Agreement shall not be considered as a banking deposi t and the Escrow Agent and the City shall have no right or title with respect thereto. except as otherwise provided herein. SECTION 2.04. Escrow Fund Securi ty. The Escrow Agent shall continuously secure the monies in the Escrow Fund not invested in Authorized Investments by a pledge of direct obligations of the United States of America, in the par or face amount at least equal to the amount of such uninvested monies and to the extent such money is not insured by the Federal Deposit Insurance Corporation. Such securities shall be deposited with the Escrow Agent or, with the approval of the Ci ty, may be held in safekeeping and custody by a thi rd party banking institution or trust company. SECTION 2.05. Escrow Fund Withdrawal. (a) The Aggregate Contract Amount, together wi th the income, earnings and receipts thereon from Authorized Investments, held in the Escrow Fund shall be disbursed or withdrawn only for one of the following purposes: (i) the payment of the acquisition or purchase price of Property, (ii) the payment of fees and costs incurred in connection with the execution and delivery of the Contracts or (iii) deposited to the credit of the Sinking Fund for the payment of the Contracts, and only upon receipt of a written requisition from an Authorized Representative in substantially the form and substance of Exhibit B attached hereto, duly executed and completed in all respects. The Escrow Agent shall retain on file copies of such written requisitions for which a disbursement or withdrawal of funds is made. The Aggregate Contract Amount, together with the income, earnings and interest received from Authorized Investments, shall not be subject to checks, drafts or warrants drawn by the City. (b) The City shall have the right to make additions or changes to the items of Property identified in Exhibit A attached hereto whenever the Ci ty Counci I of the Ci ty deems such addi tions or changes are necessary and appropr i ate and that the costs of acquiring or purchasing such additional or substituted Property will not cause a shortage of funds in the -4- Escrow Fund for any items of Property in process of being acquired or purchased and the payment of which is dependent upon having sufficient funds in the Escrow Fund. Prior to a disbursement or withdrawal of funds from the Escrow Fund to pay for an item of Property not listed or identified in Exhibit A, a certified copy of a resolution or order by the City Council of the City making the findings and determinations noted above and approving the purchase or acquisition of such additional or substituted Property shall be filed with the Escrow Agent, together with the written requisition from an Authorized Representative required in subparagraph (a) above of this section. Any substituted Property or additional Property shall be "Personal Property" wi thin the meaning of, and as defined in, the Public Property Finance Act. SECTION 2.06. Escrow Fund Authorized Investments. All money held by the Escrow Agent pursuant to this Agreement shall be deposited or invested only in Authorized Investments and only at the direction of the Authorized Representative of the City. The City intends that such funds shall be invested in Authorized Investments so as to obtain the highest yield practicable, having due regard for the maintenance of the tax-exempt status of interest on the Contracts from federal income taxes, the safety of such funds and the date when such funds will be required for uses and purposes specified in this Agreement. The Ci ty sha 11 di rect any investments made by the Escrow Agent by letter from an Authorized Representative. All interes t and investment of moneys held in the Escrow Fund until with Section 2.05 hereof. other income received f rom the in the Escrow Fund shall be retained disbursed or withdrawn in accordance The Escrow Agent shall not be liable for any loss resulting from the making or disposition of any investment pursuant to this section, and any such losses shall be charged to the Escrow Fund. ARTICLE III RECORDS AND REPORTS SECTION 3.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Authorized Investments deposi ted to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable condi tions by the City and the Contracting Parties to the Contracts. -5- SECTION 3.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the City a written report summarizing all transactions relating to the Escrow Fund during the preceding year, together wi th a detailed statement of all Authorized Investments and the cash balance on deposi t in the Escrow Fund as of the end of such period. ARTICLE IV CONCERNING THE ESCROW AGENT SECTION 4.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authori ty to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. SECTION 4.02. Limitation on Liability. The Escrow Agent makes no representations as to the value, condi tions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any -6- event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determ1ning the occurrence of any such event or contingency the Escrow Agent may request from the City or any other person such reasonable additional evidence as the Escrow Agent in its discretlon may deem necessary to determine any fact relating to th: occurrence of such event or contingency, and in this connection may make inqui ries of, and consult with, among others, the City at any time. SECTION 4.03. Rights of Interpleader. In the event of any disagreement or controversy hereunder or if conflicting demands or notices are made upon the Escrow Agent growing out of or relating to this Agreement or in the event that the Escrow Agent in good faith is in doubt as to what action should be taken hereunder, the City expressly agrees and consents that the Escrow Agent shall have the absolute right at its election to: (a) Withhold and stop all further proceedings in, and performance of, this Agreement wi th respect to the issue in ques t ion and of all instructions received hereunder in regard to such issue; and (b) Fi Ie a sui t in interpleader and obtain an order from a court of appropriate jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves. SECTION 4.04. Successor Escrow Agent. If at any time the Escrow Agent or its legal successor or successors should be unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of the Escrow Agent hereunder. In such event the Ci ty, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor escrow agent shall have been appointed by the Ci ty wi thin 60 days, a successor may be appointed by the Contracting Parties to Contracts representing at least 51% of unpaid Aggregate Contract Amount by an instrument or instruments in writing filed with the City, signed by such Contracting Parties or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor escrow agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy -7- shall have occurred, the Contracting Party to any Contract may apply to any court of competent jurisdiction to appoint a successor escrow agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor escrow agent. Any successor escrow agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority. Any successor escrow agent shall execute, aCknowledge and deliver to the City and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the City shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. ARTICLE V MISCELLANEOUS SECTION 5.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the City or the Escrow Agent as follows: CITY: City of North Richland Hills, Texas P. O. Box 18609 North Richland Hills, Texas 76180 Attention: Director of Finance ESCROW AGENT: NCNB Texas National Bank, Richland Banking Center P. O. Box 18889 North Rich1and Hills, Texas 76118 Attention: Debbie Dodson -8- The United states Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the dace and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. SECTION 5.02. Termination of Responsibilities. Upon the taking of all t~: actions as described herein by the Escrow Agent, the Escrow :~gent shall have no further obligation or responsibilities hereunder to the City, the Contracting Parties to the Contracts or to any other person or persons in connection with this Agreement. SECTION 5.03. Binding Agreement. This Agreement shall be binding upon the City and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the Contracting Parties to the Contracts, the City, the Escrow Agent and their respective successors, assigns and legal representatives. SECTION 5.04. Severability. In case anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. SECTION 5.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. SECTION 5.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. SECTION 5.07. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the Contracting Parties to the Contracts. SECTION 5.08. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. -9- IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. EXECUTED as of the date first written above. CITY OF NORTH RICHLAND HILLS, TEXAS Bk.. __ Mayor ~ ATTEST: ~'- ( é:.e.d-#-L~ s-· y Secretary I'Î " !úaLcJ (SEAL) NCNB Texas National Bank, Richland Banking Center, North Richland Hills, Texas By ~J¡;J ArÝ.J1¡~ Ti tIe: Vice President ATTEST: :I)~~ '-~~ Title: Banking Officer 3 5 9 4 s -10- GOLF COURSE MATURATION EQUIPMENT PURCHASE FAIRWAY Mm'JER HAND TOOI.S ATV 4 WHEEL PICKUP TRU\.K (USED) TRACTOR/BACKHOE (USED) UTILITY 1RACTOR (USED) BOX BLADE 72" ROTARY MOWER VICON SPREADER HYDRAULIC TRUCKSTER UTILITY VEHJCLES TOF'DRESSER SAND PRO ROUGH MOWTNG UNIT HAND SFREAOERS HAND MOWS,RS GREENS MOWER SOD CUTTER RADIO/COMMUNICATION DRAG MATS SHOP TOOLS FAIRWAY AERATOR GREENS AERATOR GREENS SPRAYER FAIRWAY SPRAYER WEED EATERS SPIKER BLOWER (HANIJ) REEL GRINDING MACHINE BANK MOWER SIDEWALK EDGER TU~F" SWEEF'E'R I VACUUM WALKING GREENS MOWER SMALL UTILITY TRAILER TEE MO~JER TOT'AL EÀHIBIT A QUAN JUNE 1 400 2 ~,0(10 1 ~ , (;tOO 1 10~100 :2 1 1,000 ~ " 1 2 9,000 2 1 1 7,500 1 14~OOO 4 4 .... .. 1 ::.; ~ ~Oc) :2 400 1 1 1 1 4 600 1 :2 1 1 1 1 1 ... " 1 10~000 JULY 200 8,000 1,800 9,000 2,200 AUG 200 2,OQo. 4 . U'.IO ~j , o,')0 8(lú 1.600 14,000 2,~OO 400 SEPT :s~,ooo 22,000 4 , (,IC)C) 11,200 l~,OOO 3,000 9,000 3,'00 6,000 600 1,100 4,500 12,300 300 6.~00 800 TOTAL 3~,000 BOO 4,0(1) ~,ooo 10 , 100 8,000 1,000 22,000 1,800 18,000 I:I~OOO :.. (":10 7,:)00 14,000 BOO l~~úO 2',200 2,300 3, 5()0 BOO 1',000 3,000 9,000 3,~OO ó,OOO 1,200 1,100 ° 4,'00 1:2,3(10 300 6,500 2,200 800 10,000 ---~------------------~-------------- 63,'00 21,200 30,'00 134,800 250,000 ..-...._~._~~~-----....._-þ.....--.-. EXHIBIT "B" Payment Request Form No. To: NCNB Texas National Bank, Richland Banking Center As Escrow Agent, you are hereby requested to pay from the Escrow Fund established by the Special Escrow Deposit Agreement, dated as of June 1, 1989 between the Ci ty of North Richland Hi lIs, Texas (the "Ci ty") and the Escrow Agent (the "Escrow Agent") to the person, corporation or other entity designated below as Payee, being someone other than an employee or officer of the City, the sum set forth below such designation. The City, acting by and through its Authorized Representative, hereby certifies that [check one or more as appropriate] : such amount represents [full] [part i a 1] for an item of "Property" (as defined Escrow Agreement) being payment in the and such item of Property [has not been] [has been] the subject of prior Payment Request Forms [Nos. ]. Attached hereto, unless suppl ied wi th a previous Payment Request, is a copy of the invoice, winning bid form or contract relating to the purchase or acquisition of such Property. [ ] such amount represents a cost incurred in connection with the execution and delivery of the Contracts (as defined in the Special Escrow Deposit Agreement). [ ] such amounts represents the unexpended balance of the funds held in the Escrow Fund not needed for the payment of the costs of acquiring or purchasing Property and should be transferred to the Sinking Fund established by the Ordinance. Payee: Address: Amount: Dated CITY OF NORTH RICHLAND HILLS, TEXAS 3 S 'J 4 5 Authorized Representative RlCRI!I Texas CERTIFICATE OF BANK OFFICERS' CORPORATE AUTHORITY AND SIGNATURE IDENTIFICATION In reference to the Special Escrow Deposit Agreement, June 1, 1989, by and between the city of North Richland Hills, and NCNB Texas National Bank, Richland Banking Center, Richland Hills, Texas (the "Bank"), I, the undersigned, w. Hull do hereby certify that: dated Texas North Edward I. I am the duly elected and acting Corporate Secretary of NCNB Texas National Bank, Dallas, Texas and, as such, I am authorized to execute this certificate on its behalf. 2. Debbie Dodson and Dennis Street are the duly elected and acting vice President and Banking Officer, respectively, of the Bank and are authorized to execute, attest, authenticate and deliver for and on behalf of the Bank trust documents, agreements, instruments and contracts pursuant to authority conferred by a resolution adopted by the Board of Directors of the Bank on July 30, 1988, a copy of such resolution being attached hereto as Exhibit A and incorporated herein by reference for all purposes and that such resolution remains in full force and effect and has not been rescinded or modified since the date of its adoption. The signatures appearing below opposite their respective names are the true, correct and genuine signatures of such officers. NAME SIGNATURE OFFICE Debbie Dodson MQ~ )Qy¡Á~) Vice President Dennis Street V~ ~Á-> '-- Banking Officer (} WITNESS MY HAND AND SEAL OF THE BANK, this the c:{;2/l.¿( day of _ tr(Æ~ ,19~ at Dallas, Texas. NCNB TEXAS NATIONAL BANK, Dallas, Texas By: 4.J ~ I:t.ß [SEAL] Title: Corporate Secretary EXHIBIT A IICIIB Texas July 30, 1988 RESOLUTIom AUTHORIZING EXECTJrION OF INSTRUMENTS Resolved, that any two of the following officers: the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, the Secretary, the Cashier, any Vice President, any Trust Officer; or anyone of the aforementioned officers with any Assistant Vice President, Administrative Officer, or Banking Officer; with or without the seal of the Association are authorized and enpowered to make, sign, execute and deliver in the name and on behalf of the Association, on its own account or as agent or as trustee of any court or private trust or in any fiduciary capacity whatsoever, all conveyances, deeds, quit-claims, leases, mortgages, deeds of trust, powers of attorney, and contracts for the purchase or sale of real property, including any such instruments covering or pertaining to real property consisting of interests in oil, gas, and other minerals; and further Resolved, that anyone of the following officers: the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President, any Senior Vice Pres ident, any Vice Pres ident , or the. Secretary, shall have the authority in the name of the Association to sign, execute, deliver, endorse, accept, verify and acknowledge all agreements, evidences of debt, indentures, transfers of debt and liens, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, bills of sale, proxies and covenants with respect to shares of stock held by the Association in a fiduciary capacity, and other instruments or documents, including those executed in a fiduciary capacity, necessary, proper or expedient to the conduct of the business of the Association except as otherwise required by law; and further Resolved, that any officer of the Association shall have authority in the name of the Association to attest any document, guarantee signatures, certify copies of resolutions or agreements, sign or endorse checks and drafts and sign orders for the deposit of securities and withdrawal of securities deposited with the Association, in transactions arising in the ordinary course of the business of the Association; and further Resolved, that the Chairman of the Board, the President, any Vice Chairman, or any Executive Vice President shall have the power to vote in behalf of the Association all stock of any other corporation at any time owned by the Association in its own right and not as a fiduciary, and to execute proxies therefor, in connection with any regular or special meeting of the shareholders of such other corporation, and to execute in behalf of the Association consents to any action by such corporation whenever any such officer shall consider such consent proper; and further Resolved, that the authority granted by the foregoing resolutions shall be cumulative of authority granted by the bylaws of the Association and other resolutions of the Board. GENERAL CERTIFICATE THE STATE OF TEXAS § § COUNTY OF TARRANT § § CITY OF NORTH RICHLAND HILLS § We, the undersigned, Director of Finance and City Secretary, respectively, of the City of North Richland Hills, Texas, DO HEREBY CERTIFY as follows: 1. The total principal amount of indebtedness of the Ci ty, including the proposed $265,000 "City of North Richland Hills, Texas, Public Property Finance Contractual Obligations, Series 1989", dated June 1, 1989 (the "Contracts"), payable from ad valorem taxes levied and collected by the City, is as follows: OUTSTANDING INDEBTEDNESS ----------$34,655,209.98 EQUIPMENT LEASE/PURCHASE AGREEMENT- 292,400.00 SERIES 1989 CONTRACTS ------------- 265,000.00 TOTAL ------------$35,212,609.98 2. A debt service requirement schedule for all outstanding tax debt of the City, including the Contracts, is attached hereto as Exhibit A and made a part of this certificate for all purposes. 3. The assessed value of all taxable property (net of exemptions) in the City, as shown by the tax rolls for the year 1988, and which have been duly approved and are the latest official assessment of taxable property in the City is as follows: TOTAL ASSESSED TAXABLE VALUES OF REAL AND PERSONAL PROPERTY ------$1,458,992,755 4. Certain duly qualified and acting officials of the City are as follows: TOMMY BROWN RICHARD DAVIS RODGER LINE LEE MANESS JEANETTE REWIS REX McENTIRE MAYOR MAYOR PRO TEM CITY MANAGER DIRECTOR OF FINANCE CITY SECRETARY CITY ATTORNEY 5. The City is incorporated under the general laws of the State of Texas and is operating under the Home Rule Amendment to the Texas Constitution, Section 5, Article XI, as amended in 1912. The City Charter was adopted at an election held in the City for that purpose on the 3rd day of November, 1964, and has not been amended in any respect since its adoption, except for amendments approved at elections held November 15, 1969, June 25, 1974, August 8, 1981 and November 3, 1987. WITNESS OUR HANDS AND THE SEAL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, this the l2th day of June, 1989. CITY OF NORTH RICHLAND HILLS, TEXAS ~~ "..I' , --- Director of Finance ~/. I ,/ ; ~i'š~f!j2.JL(:-ÚJ (City Seal) 35895 -2- NNNNNNNNNN~~~~~~~~~~ ~~~ i 8g888888g8~~~~~~~~~~ 0"" c:r w_> .. ~œ~~~.WN-C~œ~~~.WN-O C~;:tO Ie' z .. (;) ... ... C .... ... ,.., ;g Q W ~N~~~~~~~~NNNN~~~~~ · " ~ .~c~œ~~~.w~èN~o~œ~~~ z ~........ ~ It ON: · ~õ~~~~~~~!~~~~~~~~~! n 1- =-,.., .... - ....0 ~ oooo~è~~N~§§§ooci§_c "" -- n '" ~ ; 00- c 8888~~~~~~ 888 88 z8~ ~ 0 a c: g ~-: .... VI lit z> ... ... -4 .... VI N I :- ,..,~..., œ ~~~~~~~~~~-NNNNN -0 og~ ~ .. .. .. _ .. .. w .. . .. . .. ~ . .. .. z- 0 -N~0-NW.~-w~""œ2Nw~"" ~2Ii s>;a N -ow W~"'~.-~.NO"" o~ I - ~N.~~WC~-"'N~W-~~NO~ ,., VI!"" ~ . .. .. _ w .. _ . .. .. .. .. .. .. .. . ~ .. .. .. f'P'I c:a .... Q s: ~~œ~."'-~"'!~""W!~INN-~ ~i 1...- N w.... w~ww .- ~ ....~.N .... ~ww~œW.N~"'œc-~- w-œœ s¡¡ oœz -N.... z~ 0 ... C') . ... c:a8~ ~ 0 "" N _NNNNNNNNNWWWWW.... z-- ~ .~ww~.~~~~~w~œ~~o~Ñw s¡¡z~ ~ .... . -,... s: ~Ñ~~~~~~.~~~~~~~~8~1 ~ \0 ~ ~~œ~~~~~œ.~~w~~~NN~~ ~ \0 ..., W -10 i N~w....!....Nœ·"'=·-i\Oi....\O·N c: ~ww~ "'WIØN- c- - w-œœ - ....:1 ... ¡¡¡~ ... .... ,... ;g ...,,... >..., N - VI> ~ ~~...w z ..., VI ~ ~c~co~ n "" .. .. .. .. .. .. - nVl 8 888888 ~ rTì ac c cccccc ,.... .......,_.,- -4- .... /. VI.... :: ¡- I: "" ... ... 0 G~' ",,> c:a -i _r- , z- -".,...... .... C') . ~z g ...........N f'P'I> ~::' r- -4 N",\Ow~œ. ,.,.... c: VI ~ ':....:..:=.... ø 0 -:ø :. f'P'I_ ~o · VIa N 2~~~~~:; ....z o~ N VI ž~ ....;8 ... ... :0 "" >C - ~J W .... ~ ~~~~~~N a -.... ~ ...."'.w~w. ~ z,.., .. .. .. .. .. .. .. nr- · õÑ¡:¡I8i~:t ,.... -~ N ~ N .C.~~.O ~ ... ... ;:to ~ S~ W _NNNNNNNNNWWW...... ~ _~www~~~~~~w~œoëO~Nw 51 w N \O-NNWNNN-CW"'~~N.~~....\O ;:tOo · -N\O~~\OWW.....NNW~~C~~c- ,.., ~ ~~œ~~~~~œ.~~wcœ~Nw.o ~~ .... N ~~~~!~~=~~=~=w=~~~~~ z.... œ ....> VI r- ~ - ;:to ;:to 8 .... ~ N ,..,-~ ..... . ~ ....z -no a N CD ~ =-~ ~ ~ ~ ~ ,..,~ 0> r- CERTIFICATE AS TO TAX EXEMPTION THE STATE OF TEXAS § § COUNTY OF TARRANT § § CITY OF NORTH RICHLAND HILLS § I, the undersigned, Director of Finance of the Ci ty of North Richland Hills, Texas (the "City"), who with other officers are charged with the responsibility of executing and delivering the "CITY OF NORTH RICHLAND HILLS, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1989", dated June I, 1989, in the aggregate contract amount of $265,000 (the "Contracts"), DO HEREBY CERTIFY that, to the best of my knowledge and belief, the facts and estimates hereinafter recited are reasonable expectations relating to the execution and delivery of the Contracts and the use and expenditures of proceeds thereof. Unless otherwise noted, capitalized terms herein shall have the same meanings ascribed thereto in the ordinance providing for the execution and delivery of the Contracts. 1. Purpose of the Contracts. The Contracts are being executed and delivered to finance the purchase or acquisition of the property described in Exhibit A attached hereto and incorporated herein by reference as a part hereof for all purposes, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and/or appropriate for purposes of the Ci ty (the "Property"). 2. Source and Disbursement of Funds. 2.1 The Contracts were executed and delivered to the initial contracting party on the date hereof upon receipt of the following amount: AGGREGATE CONTRACT AMOUNT ----$ ACCRUED INTEREST-------------- 265,000.00 -0- TOTAL FUNDS RECEIVED------$ 265,000.00 2.2 The amount received from the initial contracting party to the Contracts representing accrued interest was deposited in the interest and sinking fund (the "Sinking Fund") for the Contracts to be used to pay the first interest payment to become due on the Contracts on February 15, 1990. 2.3 The balance of the amount received has been deposited in the "Special Public Property Contractual Obligations Escrow Fund/City of North Richland Hills, Texas/Series 1989" for safekeeping and disbursement in accordance with the provisions of a Special Escrow Deposit Agreement by and between the City and NCNB Texas National Bank, Richland Banking Center, North Richland Hi lIs, Texas and wi 11 be used to pay the costs of purchasing and acquiring the Property, including costs and expenses incurred for the preparation, execution and delivery of the Contracts (such latter costs and expenses estimated to be $7,913.07). The City acknowledges and understands that based on the certifications and representations appearing in paragraph (3) below, the amounts received from the initial contracting party to the Contracts, pending the expenditure thereof for the purchase or acquisition of the Property, may be invested without restriction as to yield for a temporary period not to exceed three (3) years from the date of this Certificate, and all investments acquired or made during the three (3) year temporary period shall mature, or be liquidated by the City, on or before the 3rd anniversary date of this Certificate. In the event any of such proceeds of the Contracts shall remain unexpended on the third anniversary date of this Certificate, any investment of such proceeds after such anniversary date shall be restricted to obligations or accounts that have a Yield not in excess of the Yield of the Contracts. 3. Temporary Period. 3.1 Within six (6) months from the date of this Certificate, the City will have incurred substantial binding obligations or commitments for the Property to be financed by the Contracts by entering into contracts for the purchase of acquisition thereof, which commitments or contracts will equal or exceed in amount (i) 2-1/2% of the estimated purchase price of the Property or (ii) $100,000, whichever is the lesser. 3.2 All Property is expected to be acquired and received by the City by September, 1989. 3.3 All of the spendable proceeds of the Contracts will be expended for the acquisition or purchase of the Property by the end of the three-year period from the date hereof. -2- 4. Sinking Fund. 4.1 The Contracts are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City, and all taxes levied and collected for and on account of the Contracts are to be to deposited into a special Fund or Account (the "Sinking Fund") created and established solely for the payment of the Contracts, as provided in Section 9 of the ordinance providing for the execution and delivery of the Contracts. The Sinking Fund was created primarily to acheive a proper matching of revenues and amounts payable on the Contracts within each year and moneys deposi ted therein wi 11 be used solely to pay the Contracts as the same becomes due and payable, and the Ci ty reasonably expects that there will be no other funds that will be so used or pledged or otherwise restricted so as to be available with reasonable certainty, to be used. 4.2 All amounts deposited in the Sinking Fund for the payment of the Contracts will be spent within a thirteen month period beginning on the date of the deposit, except for a reasonable carryover amount not to exceed the greater of (i) one year's earnings on the Sinking Fund or (ii) one-twelfth (1/12) of the annual payment due and payable on the Contracts, and any amount received from the investment of money held in the Sinking Fund will be spent within a one-year period beginning on the date of receipt. 5. Miscellaneous. 5.1 The City has not been notified of any listing or proposed listing of the City by the Internal Revenue Service as an issuer that may not certify its obligations. 5.2 Any amount of income derived from the investment of money received upon the execution and delivery of the Contracts or from the investment of such investment income will either (i) be expended for the Property, or (ii) if and when found not to be required for such expenditure, will be deposited in the Sinking Fund and expended to pay the Contracts, within three (3) years from the date hereof or within one (l) year of receipt. 5.3 The City has, in addition to the moneys received from the Contracts, moneys that are invested in various funds which are pledged for various purposes. These other funds are not available to accomplish the purposes described in 1 above. -3- 5.4 The aggregate amount of the Contracts, together wi th the investment income to be realized from the investment thereof based on current market rates (currently estimated to be $ ), is not expected to be in excess of the most recent estimates of the amounts necessary to acquire or purchase the Property and to pay costs incurred in connection with the preparation, execution and delivery of the Contracts. 5.5 The Property to be acquired or purchased with the proceeds of the Contracts will be owned, operated and maintained by the City and no person or group of persons (other than on the basis as members of the general public) will have access to or use of or derive any special benefit from such Property, pursuant to any lease, management or payment contract or any other arrangement. 5.6 In accordance wi th Section 13 of the ordinance providing for the execution and delivery of the Contracts, the City will compute annually the Yield on Nonpurpose Investments that become Gross Proceeds of the Contracts (including amounts on deposit in the Sinking Fund which are allocated to the Contracts on the basis of either the original principal amount of, or the debt service expected to be paid wi th respect to, the Contracts), will make annual deposits of Excess Earnings to the Rebate Fund, will pay over timely to the United States such Excess Earnings plus any income from the investment thereof as may be due and owing, and will make such reports as will be required to insure that all earnings from Nonpurpose Investments with a Yield in excess of the Yield on the Contracts are "rebated" to the United States as required by Section 148 of the Code. 5.7 No other obligations of the City payable from the same source of funds as the Contracts have been or wi 11 be issued within 31 days of the date hereof. CITY OF NORTH RICHLAND HILLS, TEXAS ~~~ Director of Finance JUN 3 0 1!3! DATED: 3 6 1 t s -4- GOLF COURSE MATURATION EQUIPMENT PURCHASE FAIRWAY MOLaJER HAND TOOI.a ATV 4 WHEEL PICKUP TRU~K (USED) TRACTOR/BACKHOE (USED) UTILITY '~ACTOR (USED) BOX BLADE 72" ROTARY MOWER VI CON SPREADER HYDRAULIC TRUCKSTER UTILITY VEHJCLES TOF'DRE.SSER SAND PRO ROUGH MOWING UNIT HAND SFREAnERS HAND MOW~RS GREENS MOWER SOD CUTTER RADIO/COMMUNICATION DRAG MATS SHOP TOOLS FAIRWAY AERATOR GREENS AERATOR GREENS SPRAYER FAIRWAY SPRAYER WEED EATERS SPIKER BLOIÞJER ( HANIJ ) REEL GRINDING MACHINE BANK MOWER SlDEWALK EDGER TU~~ SWEEF~R I VACUUM WALKING GREENS MOWER SMALL UTILITV TRAILER TEE MO"'JER TOTAL EÀHIBIT A QUAN JUNE 1 400 2 ~.O(lO 1 ~ , (;tOO 1 10~100 2 1 1,OV() ... " 1 2 9,000 2 1 1 7,500 1 14~O(lO 4 '\ ... ..:. 1 3 ~ :50C) 2 400 1 1 1 1 4 bOO 1 2 1 1 1 1 1 ... " 1 10~000 JULY 200 8,000 1,800 9,000 2,200 AUG 20r) 2 . C:U)(I 4 . Ù( (J ::) , utJo 8(11) 1.600 14,000 2,~OO 400 SEPT 3:!,000 22,000 4,(1)(1 11,200 l~,OOO 3,000 fi,OOO 3,~OO 6,000 bOO 1,100 4.500 12,300 300 b,300 BOO TOTAL 33,000 800 4,000 ::.,000 10,100 8,000 1,000 22,000 1,800 18,000 1::1,000 :;. . ()(:IO 7,~OO 14, (J()O BOO 1,~ûú 2',200 2, 300 3 , :3t)O BOO 1:1,000 3,000 9.000 3,:'00 Ó,OOO 1,200 1,100 ° 4,:100 12,300 300 ó,500 2,200 SOO 10,000 ---~----------------~---------------- 63,:100 21,200 30,:100 134,800 2:10~000 .._.____~..______-.._...._.w....___._ '- 8038·G (o.c:tfI'IlIef 1986) ~.. ØII "tllUIY "","", ItI'WeftUl s.r-..c. Part I .;( ~·I·lAH.r I luwef I lllme Information Return for Tax-Exempt Governmental Bond Issues . Ufltlor SeetiN 1~t(1) (U"'onft IOJI-GC if IuUI "ICI it UMO' Sl00.ooo.) 0..1... ~~S.Q720 ú ot. .2-31-19 Authority ChIC. 001 If AmlndH Retu,n . I Z I&auer lemooeyer ""'oc:aIlO" ..""'.. 1-75-6005194 I. It...._. , GI98....L--1. I , 0.1101_ I June 30t 1989 City of North Richland Hills. Tex~g J "IIIft..no It,... 7301 Northeast Loop 820 S Clt, 01 'Owft IU". .rIG ZI' cooo North Richland Hillst Texas 76180 Part II Type of Issue (check bOI(IS) that a~phlS) 7 Check Þoa If ÞonåS art tal or oth.r revenue antlCIØltlon bOndS. 0 . Check Þoa If bondS art In the form of a least or Installment sale. 0 9 0 Education. . . 10 0 Health and nospltal 11 0 Transøortatlon 12 0 Public safety . . 13 0 EnYlfonm.nt (Incluch", sewlle bonos) 14 0 Houslnl . . . . . . . 15 C Utilities . . . . . . 16 CXJ Other. Descnbe (see Instructions). IUUlIIra golf course equ1pment:"'see' Exh'ib'it' A 265 000 Part III Descriptio~.~f 80r:t.~,~. ___u._. ,.. .. I (I) I I')! Ie) SlItOCl ':."'''I0Il ",,,""tv 0.1t ."'"... ,,,. . IU".OI'C. O'OC." "'1111""Y ~~ ~~~:e~=~;:: ~i~jiiMJ..J)j. 2~;: ~~~ 2~; : ~~~ Part IV .1l'!'T!!,~~~"1 inal Procllds of Issut (includinl underwriters' discount) 19 Proceti1S used for aCCfUteS Interest . . . . . 20 ProceteSs ustO for bond Issuance costs (InCludlnl unaerwtlters' discount) 21 ProcetOs usteS for credit enhancement . 22 Proceeas allOCatlO to reasonably rtQUlftO reserve or replacement fund 23 ProcltcSS uHCS to retunes pnor ISSUes . . 24 Nonrefunalnl proceeds of the "sue (suÞtraet lints 20.21. 22. ana 23 from line 18. column (c» Part V D~.~criptlon of Refunded 80nds (complett this Plrt only for refundinl bonds) 25 Enter tM ,emllnl", w'tlhtlO Iverale maturity of the bonos to De refunaea 26 Enter the last dat. on whICh the rtfundteS ÞonGS will be ~Ued 27 Enter the c:tate(s) the refunded bonos were ISSUed . Part VI Mlsctllaneous --- 21 Enter the amount (if any) of the state volume ~p allocatea to tnls Issue 29 ArÞttraae reoate: I Check Þoa If the smalllovtrnmental unit tlCeotlon to tne ,rbltrage rtOate reQUIrement applies . b Check Þollf the 6-montn temporary Investment elceptlon to tne arOltr'ge reDlte reQUirement IS eapeette to apply c Check Þollf you eaDeet to elrn anG reolte arOltrale profits to the U.S. 30 Enter tne amount 01 tne DOnos eUllnateO Oy tne 'ssuer uneer StCtlon 265(b)(3)(B)(II) 31 Poolea flnanclnls: - I Check ooa If any of the Droceeas of tn,s Issue are to De used to make loans to otner ¡overnmentll units. .....: ana enter the .mount . b Check bOllf tntS Issue IS I lOin maoe from tne procetes of anotner taa·eaemot Issue . Û and enter the name of the Issuer . ana the Olte of the Issue . "/;' ,1'.'/" , '1- /IJ.ø.1 ,"" %/1";' , '1'" "If!Ø1 1;/ ¡, I I ¡il. ~ I 1,/; I, I ' ¥h I (.. I I(&) w...... (I) Not ....,.. .-..o1Ntuntf v.... COIf "'81.6.'(,/ ";:"BI/'II'if!!/I,I/¡IFI:/,: " 11;;; , ,."IJ))I """"_II/ /"""',,J'I,~/;;lt '//ft(¡í/II/I,ft ,/11//, I '1!1/1.11"~ 14.38 yunl 7.64398 7.649') 19 I 20 I 21 I 22 I : 23 I : 24 i -0- 7t913.07 257,086.93 þ . yel r~ -- -0- . . , . . - ~ . Please Sian Here I u..a" "III"'" 01 ",,"',. I øtc~" ,"at I ..... .......- '"'' ",,,," arIG Ktomo.",,"I "!IeG,,""no IIlt.m."" 1"0 to t"' "" Of m, __..01' ,"<: ~. . tllty If. t,.... cor'tcI. '77" ¡ IIIi.. - ~. ~~ , IIIi.. Director of Finance ! r Sot,."",... 0I'hC" 0". r T,tle For '.,erwork Reduction Act Notie.. s.. INI.e 1 of tile Instructions. ,_ I031·G ¡~¡- EX.HIBIT A GOLF COURSE MATURATION EQUIPMENT PURCHASE QUAN JUNE JULY AUG SEPT TOTAL FAIRWAY I'1m'JER 1 3~,000 3~,000 HAND TOOI.S 400 200 200 SOO ATV 4 WHEEL 2 -::,0('0 2,(100 4 , 00«) PICKUP TRUC:K (USED) 1 :'0,000 :),000 TRACTOR/BACKHOE (USED) 1 10,100 10,100 UT1LI'TV 'RACTOR (USED) 2 8,000 8,000 BOX BLADE 1 1 ,000 1,000 72" ROTAR'I MOWER 2 22,000 22,000 vICON SPREADER 1 1,800 1,800 HYDRAULIC TRUCKSTER 2 '1,000 '1,000 18,000 UTILITV VEHJCLES 2 4 . Uf).J 4,1.I«)C) 13,OOu TOPDRESSER 1 ~,uú(J :',000 SAND PRO 1 7,500 ",~OQ ROUGH MOWING UNIT 1 14,0(10 14,000 HAND SFREAOERS 4 SOO BOO HAND MOWERS 4 1.bOO 1,bOO GREENS MOWER 2 14,000 11,200 2',200 60D CUTTER 1 2,~OO 2,!500 RADIO/COMMUNICATION 3,~OO 3,'00 DRAG MATS 2 400 400 BOO SHOP TOOLS 1',000 l~,OOO FAIRWAY AERATOR 1 3,000 3,000 GREENS AERATOR 1 9,000 9,000 GREENS SFRAYER 1 3,'00 3,'00 FAIRWAY SPRAYER 1 6,000 6,000 WEED EATERS 4 600 600 1,200 SPIKER 1 1,100 1,100 BLOWER (HANIJ) 2 0 REEL GRINDING I"IACH I HE 1 4,500 4,'00 BANK MOWER 1 12,300 12,300 S%DEWALK EDGER 1 300 300 TUAV SWEEFER I VACUUK 1 6,SOO 6,SOO WALKING GREENS MONER 2. ., 2,200 2,200 SMALL UTILITY TRAILER 2 BOO BOO TEE 1'10llJER 1 10,000 10,000 ~-~~~--~~-~-~-~~----~-~------~------- '. TOTAL 63,~00 21,200 30,~OO 134,800 2~O,00O .......--.....--.--.................. SIGNATURE AND NO-LITIGATION CERTIFICATE COUNTY OF TARRANT § § § THE STATE OF TEXAS WE, the undersigned, officials of the City of North Richland Hills, Texas (the "City"), DO HEREBY CERTIFY in connection wi th the execution and delivery of "CITY OF NORTH RICHLAND HILLS, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1989", dated June l, 1989 (the "Contract Date"), in the aggregate contract amount of $265,000 (the "Contracts") as follows: (2) The Contracts have been duly and officially executed on behalf of the City by the undersigned with their manual or facsimile signature in the same manner appearing hereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Contracts whether in manual or facsimile form, as the case may be, as their true, genuine and official signatures. (3) On the Contract Date and on the date hereof, we were and are the duly qualified and acting officials of the City indicated below. (4) The legally adopted proper and official corporate seal of the City is impressed, imprinted or lithographed on all of the Contracts and impressed on this Certificate. (5) No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking to restrain or enjoin the execution or delivery of the Contracts or questioning the legality or validity of the Contracts, the authority or action of the governing body of the City relating to the execution or delivery of the Contracts, the levy of taxes to pay the installment amounts of the Contracts and the interest thereon or materially affecting the assessment or collection of taxes to pay the installment amounts and interest thereon; and that neither the corporate existence or boundaries of the City nor the right to hold office of any member of the governing body of the City or any other elected or appointed official of the City is being contested or otherwise questioned. (6) No petition or other request has been filed with or presented to any 0 f f ici a I of the Ci ty requesting that any proceedings providing for the execution and delivery of the Contracts adopted by the governing body of the City be submitted to a referendum or other election; no authority or proceeding for the issuance, sale or delivery of the Contracts, passed and adopted by the governing body of the City, has been amended, repealed, revoked, rescinded or otherwise modified since the date of passage thereof, and all such proceedings and authority relating to the execution and delivery of the Contracts remain in full force and effect as of the date of this Certificate. EXECUTED AND DELIVERED this JUN 3 0 1989 (City's Seal) SIGNATURE OFFICIAL TITLE <-jÀ/ ~ Cf~d; L:.J Mayor, City of North Richland Hills, Texas City Secretary, City of North Richland Hills, Texas The signatures of the persons subscribed above are hereby certified to be true and genuine. NCNB Texas National Bank-Richland By ~. / ¡~~JÆ;J ~utfiorized ol~r (Bank Seal) J S OJ 0 s -2- THE ATTORNEY GENERAL 01'" TEXA.S 6"£ @JI:M MATTOX ATTORNEY GENERAL June 27, 1989 THIS IS TO CERTIFY that the City of North Richland Hills, Texas (the "Issuer"), has submitted to me City of North Richland Hills. Texas. Public Property Finance Contractual Obliqations. Series 1989 (the "Contractual Obligations"), in the aggregate principal amount of $265,000 for approval. The Contractual Obligations are dated June 1, 1989, numbered T-1 through T-6 and were authorized by an Ordinance of the Issuer passed on June 12, 1989 (the "Ordinance"). I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation. I express no opinion relating to any Official Statement or other offering material relating to the Contractual Obligations. Based on my examination, I am of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meaning given to them in the Ordinance): (1) The Contractual Obligations have been issued in accordance with law and are valid and binding obligations of the Issuer. (2) The Contractual Obligations are payable from the proceeds of an annual ad valorem tax levied, within the limit prescribed by law, upon all taxable property within the Issuer, and, until disbursed for the acquisition of Property, amounts held in a special escrow account created and to be maintained under and pursuant to the Special Escrow Deposit Agreement. Therefore, the Contractual Obligations are approved. No. 23361 Book No. 85 spc s;2' ~~~~ Atto ey General of the State of Texas '-;12!46a-2100 SUPRIo;MD<; (~OU:TRT nCILJlUXiII; AJlTSTJlX. TD<~XAS 7H7U-:2'-;·U~ OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Bob Bullock, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney City of North Richland Hills, Texas, Public Property General approving the Finance Contractual Obligations, Series 1989 numbered T-l/T-6 $ various dated June 1 of the denomination of , 19 ~,as authorized by issuer, interest 7.65 percent, under and by authority of which said bonds were registered 27 June 89 day of 19 _ , as the same appears of in this office, on the record on page 540 Bond Register of the Comptroller's Office, Vol. 51560 90 Register Number 27 Given under my hand and seal of office, at Austin, Texas, the June 89 day of , 19 _. ~~ BOB BULLOCK Comptroller of Public Accounts State of Texas t1iJ:\c::= 73-116 ~"="(R.v. 9-85/4) '" RECEIPT FOR FUNDS COUNTY OF TARRANT § § § THE STATE OF TEXAS On the date hereof the following described contracts: "CITY OF NORTH RICHLAND HILLS, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1989", dated June 1, 1989, in the aggregate contract amount of $265,000 (the "Contracts") were delivered to: GENERAL ELECTRIC FLEET SERVICES following the advancement by such contracting party of immediately avai lable funds in the aggregate contract amount, together with accrued interest thereon, as follows: AGGREGATE CONTRACT AMOUNT ---$ ACCRUED INTEREST------------- 265,000.00 -0- TOTAL AMOUNT ADVANCED ON DELIVERY OF THE CONTRACTS----$ 265,000.00 Furthermore, the undersigned has on the date of this receipt transmitted the above amount of funds to NCNB Texas Nat iona 1 Bank, Richland Banking Center, North Richland Hi lIs, Texas to be deposited as follows: the accrued interest for deposit and credit to the "Special Series 1989 Contracts Fund" and the aggregate contract amount to be deposited to the credit of the "Special Public Property Contracts Escrow Fund/City of North Richland Hi lIs, Texas/Series 1989" for safekeeping pending the disbursement thereof for the purchase or acquisition of the personal property. DELIVERED, this JUN ;; 0 1~d9 TEXAS AMERICAN BANK/FORT WORTH, N.A., Fort Worth, Texas By ~''''-';'VL''-''-''-- KAY K. LOWRANCE TRUST OfFICER Title 3 S ., 1 s CERTIFICATE AS TO OFFERING MEMORANDUM THE STATE OF TEXAS § § COUNTY OF TARRANT § § CITY OF NORTH RICHLAND HILLS § RE: $265,000 "Ci ty of North Richland Hi lIs, Property Finance Contractual Obligations, dated July I, 1989 Texas, Series Public 1989", WE, THE UNDERSIGNED, officials of the City of North Richland Hills, Texas, acting in our official capacities, DO HEREBY CERTIFY that to the best of our knowledge and belief: (a) The descriptions and statements of or pertaining to the City contained in its Offering Memorandum, and any addenda, supplement or amendment wi th respect to such descriptions and statements thereto, prepared in connection with the issuance and sale of the above referenced Obligations, on the date of such Offering Memorandum, on the date of sale of said Obligations and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) Insofar as the Ci ty and its affairs, including its financial affairs, are concerned, such Offering Memorandum did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Insofar as the descriptions and ~tatements, including financial data, of or pertaining to entities, other than the Ci ty, and their activities contained in such Offering Memorandum are concerned, such statements and data have been obtained from SOUIces which the City believes to be reliable and that the Ci ty has no reason to bel ieve that they are untrue in any material respect; and (d) There has been no material adverse change in the financial condition of the City since September 30, 1988 the date of the last audited financial statements of the City. TO CERTIFY WHICH, witness our hands and the seal of the Ci ty, this JUN ~ 0 1989 CITY OF NORTH RICHLAND HILLS, TEXAS lef{/~ City Manager 4 71l~ , ./ Director of Finance (City Seal) 3 S 9 2 s -2- PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of June 12, 1989 (this "Agreement"), by and between the city of North Richland Hills, Texas (the "Issuer"), and Texas American Bank/Fort Worth, N.A., Fort Worth, Texas, a banking association duly organized and existing under the laws of the United States of America, (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the execution and delivery of its "City of North Richland Hi lIs, Texas, publ ic Property Finance Contr actua lObI iga t ions, Series 1989" (the "Contracts") in the aggregate amount of $265,000, such Contracts to be issued in fully registered form only as to the payment of the Installment Amounts and interest thereon; and WHEREAS, the Contracts are scheduled to be delivered to the initial contracting party on or about June 29, 1989; and WHEREAS, the Issuer has selected the Bank to serve as paying agent, registrar and transfer agent with respect to such Contracts; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and is duly qualified and otherwise capable of performing the duties and responsibilities contemplated by this Agreement with respect to the Contracts; 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 Contracts, and, as Paying Agent for the Contracts, the Bank shall be responsible for paying on behalf of the Issuer the Installment Amounts and accrued interest thereon as the same shall become due and payable to the Contracting Parties; all in accordance with this Agreement and the "Contract Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar wi th respect to the Contracts and, as Registrar for the Contracts, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the parties to said Contracts enti tIed to payment and with respect to the transfer and exchange thereof as provided herein and in the "Contract Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Contracts. Section 1.02. Compensation. As compensation for the Bank' s services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank' s current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the fOllowing Fiscal Year. In addi tion, 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 the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Contract means the date on and after which the Installment Amounts or any or all accrued interest thereon, or both, are due and payable on any Contract which has become accelerated pursuant to the terms of the Contract. "Bank Office" means the principal corporate trust office of the Bank as indicated on page 12 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. -2- - -~--_._- Section 3.02. Payment Date~. The Issuer hereby instructs the Bank to pay the Installment Amounts of the Contracts and the interest thereon at the dates specified in the Contract Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Contract 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 "Contract Register") for recording the names and addresses of the Contracting Parties to the Contracts, the transfer, exchange and replacement of the Contracts and the payment of the Installment Amounts and interest on the Contracts to the Contracting Parties and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Contracts shall be noted in the Contract Register. Every Contract 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 Contracting Party or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Contracts. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Contracts, the exchange or transfer by the Contracting Parties will be completed and new Contracts delivered to the Contracting Party or the assignee of the Contracting Party in not more than three (3) business days after the receipt of the Contracts to be cancelled in an exchange or transfer and the wri tten instrument of transfer or request for exchange duly executed by the Contracting Party, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. -5- Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Contracts to faci Ii tate transfers or exchanges thereof. The Bank covenants that the inventory of printed Contracts will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Contracts 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 serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Contract Register. The Bank, as Registrar, will maintain the Contract Register relating to the registration, payment, transfer and exchange of the Contracts 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 Contract Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Contract Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Contracting Parties. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Contract Register. The Issuer may also inspect the information contained in the Contract Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Contract Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Contract Register, the Bank wi 11 notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Contract Register. -6- Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Contracts in lieu of which or in exchange for which other Contracts have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Con- tracts. The Issuer hereby instructs the provisions of Section 10 of the Contract and issue Contracts in exchange for or destroyed, lost, or stolen Contracts as not result in an overissuance. Bank, subject to the Resolution, to deliver in lieu of mutilated, long as the same does In case any Contract shall be mutilated, or destroyed, los t or sto len, the Bank, in its discret ion, may execute and deliver a replacement Contract of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed lost or stolen Contract upon approval by the Issuer and after (i) the filing by the Contracting Party with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemni fica t ion in an amount sat i sf acto ry 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 Contract shall be borne by the Contracting Party to the Contract mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Contracts it has paid pursuant to Section 3.01, Contracts it has delivered upon the transfer or exchange of any Contracts pursuant to Section 4.01, and Contracts it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts 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. -7- 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. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Contracts, but is protected in acting upon receipt of Contracts containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Contracting Party or an agent of the Cont racting Pa rty. The Bank sha 11 not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counselor any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. -8- Section 5.03. Recitals of Issuer. The reci ta Is contained herein wi th respect to the Issuer and in the Contracts shall be taken as the statements of the Issuer, and the Bank assumes no responsiblity for their correctness. The Bank shall in no event be liable to the Issuer, any Contracting Party to any Contract, or any other Person for any amount due on any Contract from its own funds. Section 5.04. May Hold Contracts. The Bank, in its indi vidua 1 or any other capac i ty, may become the owner or pledgee of Contracts and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Collateralization. Held by Bank - Fiduciary Account/ A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Contracts, and money deposited to the credit of such account unti 1 paid to the Contracting Parties to the Contracts shall be continuously collaterialized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the Contracting Party shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of any Contract, including interest thereon, and remaining unclaimed for four years after final maturity of the Contract has become due and payable will be paid by the Bank to the Issuer, and the Contracting Party to such Contract shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. -9- Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection wi th its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement sha 11 consti tute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent j ur i sdict ion to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Contracts 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 wi th the "Operational Arrangements", effective August 1, 1987, which establishes requirements for securities to be eligible for such type deposi tory trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. -10- Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenfo rceable, the va 1 idi ty, leg a 1 i ty, and enforceabi Ii ty of the remaining provisions shall not in any way be affected 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 Contract 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 Contract Resolution, the Contract 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 payment of the Installment Amounts and interest Contracts to the Contracting Parties thereof or (ii) earlier terminated by either party upon sixty (60) days of final on the may be written -11- notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Contracting Parties to the Contracts of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Contracts. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Contract Register (or a copy thereof), together wi th other pertinent books and records relating to the Contracts, to the successor Paying Agent/Registrar 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 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. TEXAS AMERICAN BANK/FORT WORTH, N.A., Fort Worth, Texas BY Title: [SEAL] Attest: Address: P. O. Box 2050 Fort Worth, Texas 76113 Title: CITY OF NORTH RICHLAND HILLS, TEXAS BY Mayor (CITY SEAL) Attest: Address: P. O. Box 18609 North Rich1and Hills, Texas 76180 City Secretary JS8Ss -12- Trust Management Services , -= TEXAS ~ AMERJCAN BANK RJRT WORTH "'A. TRUST DIVISION .~ í FEES CITY OF NORTH RICHLAND HILLS PUBLIC PROPERTY CONTRAGTUAL OBLIGATION SERIES 1989: PAYING AGENT/REGISTRAR FEE SCHEDULE ACCEPTANCE FEE: -------------- Account Set-Up Fee Certificate Issuance Fee (per certificate authenticated) $500.00 1. 00 These fees cover our services for the initial set up of records, review of documents, working with the Underwriters, Bond Counsel, Financial Advisor, and the Bond Printer prior to the closing, attendance at closing (excluding travel expense), and the issuance, authentication and delivery of bonds at closing. ANNUAL ADMINISTRATIVE FEE: ------------------------- $500.00 Fee Includes: , ':'~"'"! \ \ Issuance of semi-annual interest checks Maintenance of Bondholder records Replacement of lost, stolen, or mutilated certificates Safekeeping blank certificates Check reconciliation Timely notification of principal and/or interest due Name and address changes Two Bondholder lists Solici~ation of Taxpaye~ Identification Number~ Posting and maintenance of W-9 Certifications Compliance with the S.E.C. 72-hour turnaround time required on all i~coming transfers Correspondence to Bondholders Check replacement ,..."". : ..'~";:'_.,'~..,.;:t'"~~.,.....' y ..~.. ~..-_...,.,_... ',"'~'. .~....."-, . ,'.. ~. . ~-'J'~-"'_.,:,~ .-:"'~..-' .:' ... .-,-Y.','- ","',', .,' ~....., ._,or.. ?~. "." " ~~, ..-O'.,..7>''''·,;·¡=.,...'!ò'''f¡y'~·'"'<';''···'·~,,~'''........._,·_~-'Y''T,"':'rr'-:-''..-·r.·-",-"..., 'b",'":··^-·~~ "-. .....' ",""'.._' ._.,,,,~, .... . .. _. ·'__0__ w.., - J~V c Page 2 CERTIFICATE ISSUANCE AND CANCELLATION: ------------------------------------- $1.00 per certificate issued $1.00 per certificate cancelled MATURITY/REDEMPTION FEE: ----------------------- $1.00 per check issued These fees cover receipt of certificates and cancellation of same, issuance of checks to holder and updating Bondholder records to reflect redemption. ,< . ." , ",,; ADDITIONAL SERVICES: ------------------- Extra Bondholder List (per name) Minimum Fee $ .03 $ 60.00 Two Bondholder lists are provided as part of the Annual Administrative Fee. Address inserts or labels, each Minimum Fee $ .03 $ 60.00 1Þ¡~ ~,~ Bond Calls Fee will be based on time and responsibility APPLICABILITY OF FEE SCHEDULE: ----------------------------- Any service rendered which is not included in the schedule will be charged on the basis of an analysis of time and responsibilty involved. REIMBURSABLE CHARGES: \ -------------------- All out-of-pocket expenses for professional šervices (such"~ as attorneys and accountants), postage, courier services, supplies, telephone, travel to closing, etc. will be billed at cost. This schedule is subject to periodic review and"chang~. Texas American Bank/Fort Worth, N.A. maintains a full service Corporate Trust Department which currently meets the Securities and Exchange Commission requirements for s~venty-two hour turn around. TEXAS AMERICAN BANK/FORT WORTH folA. ...~.~;.."';."..,~-;...:O''7::'-. ""'.'V ..., .'" "-'~:-"~-~,' ~'i·;c,;.·:.'é;:""-,·,"'!.:' <.~',':'.''''. ...."".......",.">'"."!'"..,,. ".'-"~ "-" ;:;,:~. ......;._~... .'C' f·.:-;'·i:~·"'!-_~" ..... ....,.;·~·,_·~_~.·:'.-...-,":..¡..~r~:_·"Ç~:!¡;_.!.!'C.J:'_i·':":<:";.!..,,·c~.~~... ""___p.~___' ... -~--_._,- CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § § COUNTY OF TARRANT § § CITY OF NORTH RICHLAND HILLS § I, the undersigned, City Secretary of the City of North Richland Hills, Texas, DO HEREBY CERTIFY as follows: 1. That on the 12th day of June, 1989, a regular meeting of the City Council of the City of North Richland Hills, Texas was held at a meeting place within the City; the duly constituted members of the Council being as follows: TOMMY BROWN MAYOR RICHARD DAVIS LYLE WELCH MACK GARVIN FRANK METTS, JR. CHARLES V. SCOMA BRYON SIBBET LINDA SPURLOCK ) ) ) ) ) ) ) COUNCILMEMBERS MAYOR PRO TEM all of said persons were present at following: Richard Davis business cons idered a t said meeting, entitled: said meeting, except the Among othe r the attached resolution 'S?:1 "A RESOLUTION approving and authorizing the execution of a 'Paying Agent/Registrar Agreement' in relation to the 'City of North RichlandHi lIs, Texas, Public Property Finance Contractual Obligations, Series 1989' and resolving other matters incident and related thereto." was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the resolution, and upon a motion being made by Mack Garvin and seconded by Linda Spurlock , the resolution was finally passed and adopted by the Council to be effective immediately by the following vote: 6 voted "For" o voted "Against" o abstained .. .'....-.... .."f.-'.,,.,··...-·,.__.~.. .. . .'..--'..... ,.... '.I'."-"",.'~-" . .........."";..-.~."....~1"."':--:.:'. ~~'~"'\:;._;~ -.:".~";:._'" ¡_,..-,r''', -.___ ~",,.,.,, ........,_. ø'-..~w·__·_____ 1- all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, and the deliberation of the aforesaid public business, was open to the public and wri tten notice of said meeting, including the subject of the above entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 12th day of June, 1989. (ÚaA<.dt£ ~ C¥fY Secretary, City of ~rth Richland Hills, Texas (City Seal) 3 6 1 Os -2- . - -~::.,,_.~ . :.'7',~.,.-.-:. ,--'>. '~."""''' ..~:,..--." ..,.,-.'-"--'~,.:,," ~".---.""-.'''' ~"...'" ,'.-'- - 'r ...... ..... ,..",~..."",__.,_.~"_...___ .....__.__ .-.-----