HomeMy WebLinkAboutOrdinance 3220 ORDINANCE NO. 3 2 2 0
AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND
HILLS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2012A ";
levying a continuing direct annual ad valorem tax for the payment of said
Bonds; resolving other matters incident and related to the issuance, sale,
payment and delivery of said Bonds; establishing procedures for the sale
and delivery of said Bonds; and delegating matters relating to the sale and
issuance of said Bonds to an authorized City official.
WHEREAS, the City Council (the "Council') of the City of North Richland Hills, Texas
(the "City ") hereby finds and determines that general obligation bonds approved and authorized
to be issued at elections held on September 27, 1994, February 1, 2003 and May 12, 2012 (any
one of more of such elections) should be authorized to be issued at this time; a summary of the
bonds authorized at said elections, the principal amounts authorized, amounts heretofore issued,
amounts being issued pursuant to this Ordinance and the amounts remaining to be issued will be
set forth in the Pricing Certificate (hereinafter referenced); and
WHEREAS, the Council hereby reserves and retains the right to issue the balance of
unissued bonds approved at the elections held on September 27, 1994, February 1, 2003 and
May 12, 2012 in one or more installments when, in the judgment of the Council, funds are
needed to accomplish the purposes such bonds are voted to finance; and
WHEREAS, the City ,shall by this Ordinance, in accordance with the provisions of
Chapter 1371 of the Texas Government Code, as amended, delegate to a Pricing Officer
(hereinafter designated) the authority to determine the principal amount of Bonds to be issued
and to negotiate the terms of sale thereof, and
WHEREAS, the Council hereby finds and determines that it is a public purpose and in
the best interests of the City to authorize the issuance of the Bonds in one or more series and the
terms of such bonds to be included in one or more pricing certificates (each a "Pricing
Certificate ") to be executed by the Pricing Officer, all in accordance with the provisions of
Chapter 1371 of the Texas Government Code, as amended; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND
HILLS, TEXAS:
SECTION 1. Authorization - Series Designation - Principal Amount - Purpose - Bond
Date General obligation bonds of the City shall be and are hereby authorized to be issued in the
maximum aggregate principal amount hereinafter set forth to be designated and bear the title
"CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS,
SERIES 2012A ", or such other designation as specified in the Pricing Certificate (herein referred
to as the "Bonds "), for the purpose of providing funds for permanent public improvements and
public purposes, to wit: constructing, improving and equipping a new municipal government
complex to include city hall facilities, police and fire facilities and municipal court facilities,
including the acquisition of land therefor, all in accordance with the authority conferred by and
in conformity with the Constitution and laws of the State of Texas, including Chapters 1331 and
1371 of the Texas Government Code, as amended. The Bonds shall be dated (the "Bond Date ")
as provided in the Pricing Certificate.
77949809.1108013523
SECTION 2. Fully Registered Obligations - Terms The Bonds shall be issued as fully
registered obligations, without coupons, and the Bonds (other than the Initial Bond(s) referenced
in Section 8 hereof) shall be in denominations of $5,000 or any integral multiple (within a Stated
Maturity [defined below]) thereof, shall numbered consecutively from one (1) upward and
principal shall become due and payable on a date certain in each of the years and in amounts
(each a "Stated Maturity" and collectively the "Stated Maturities ") and bear interest at the rate(s)
per annum in accordance with the details of the Bonds as set forth in the Pricing Certificate.
The Bonds shall bear interest on the unpaid principal amounts from the date specified in
the Pricing Certificate at the rate(s) per annum shown in the Pricing Certificate (calculated on the
basis of a 360 -day year consisting of twelve 30 -day months). Interest on the Bonds shall be
payable in each year, on the dates, and commencing on the date, set forth in the Pricing
Certificate.
SECTION 3. Delegation of Authority to Pricing Officer (a) As authorized by Chapter
1371 of the Texas Government Code, as amended, the City Manager of the City (the "Pricing
Officer ") is hereby authorized to act on behalf of the City in selling and delivering the Bonds and
carrying out the other procedures specified in this Ordinance, including determining the
aggregate original principal amount of the Bonds, the date of the Bonds, any additional or
different designation or title by which the Bonds shall be known, the price at which the Bonds
will be sold, the manner of sale (negotiated, privately placed or competitively bid), the years in
which the Bonds will mature, the principal amount to mature in each of such years, the rate of
interest to be borne by each such maturity, the first interest payment date, the price and terms
upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the
City, as well as any mandatory sinking fund redemption provisions and all other matters relating
to the issuance, sale and delivery of the Bonds, including any modification of the continuing
disclosure undertaking contained in Section 29 hereof as may be required by the purchasers of
the Bonds in connection with any amendments to Rule 15c2 -12, all of which shall be specified in
the Pricing Certificate; provided that:
(i) the aggregate original principal amount of the Bonds shall not
exceed $10,000,000;
(ii) the maximum true interest cost for the Bonds shall not exceed
2.95 %; and
(iii) the maximum maturity date of the Bonds shall not exceed
February 15, 2033.
The execution of the Pricing Certificate shall evidence the sale date of the Bonds by the
City to the Purchasers (hereinafter defined).
If the Pricing Officer determines that bond insurance results in a net reduction of the
City's interest costs associated with the Bonds, then the Pricing Officer is authorized, in
connection with effecting the sale of the Bonds, to make the selection of the municipal bond
insurance company for the Bonds (the "Insurer ") and to obtain from the Insurer a municipal bond
insurance policy in support of the Bonds. The Pricing Officer shall have the authority to
determine the provisions of the commitment for any such policy and to execute any documents
to effect the issuance of said policy by the Insurer.
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(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer
shall establish an amount not exceeding the amount authorized in subsection (a)(i) above, which
shall be sufficient in amount to provide for the purposes for which the Bonds are authorized and
to pay costs of issuing the Bonds. The delegation made hereby shall expire if not exercised by
the Pricing Officer within 90 days of the date hereof. The Bonds shall be sold to the
purchaser(s) /underwriter(s) named in the Pricing Certificate (the "Purchasers "), at such price and
with and subject to such terms as set forth in the Pricing Certificate and the Purchase Contract
(hereinafter defined), and may be sold by negotiated or competitive sale or by private placement.
The Pricing Officer is hereby delegated the authority to designate the Purchasers, which
delegation shall be evidenced by the execution of the Pricing Certificate.
SECTION 4. Terms of Payment - Paying A ent/Registrar The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders ") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar, and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as Paying Agent /Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, exchange and transfer of the
Bonds (the "Security Register ") shall at all times be kept and maintained on behalf of the City by
the Paying Agent/Registrar, all as provided herein, in accordance with the terms and provisions
of a "Paying Agent/Registrar Agreement," substantially in the form attached hereto as Exhibit A
and such reasonable rules and regulations as the Paying Agent/Registrar and the City may
prescribe. The Pricing Officer is hereby authorized to execute and deliver such Paying
Agent/Registrar Agreement in connection with the delivery of the Bonds. The City covenants to
maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and
discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust
company, financial institution or other entity qualified and authorized to serve in such capacity
and perform the duties and services of Paying Agent /Registrar. Upon any change in the Paying
Agent /Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be
sent to each Holder by United States Mail, first class postage prepaid, which notice shall also
give the address of the new Paying Agent /Registrar.
Principal of and premium, if any, on the Bonds shall be payable at their Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar its designated offices, initially in East Syracuse, New York, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment /Transfer Office "); provided, however, while a Bond is registered to Cede
& Co., the payment of principal upon a partial redemption of the principal amount thereof may
be accomplished without presentation and surrender of such Bond. Interest due on the Bonds
shall be paid by the Paying Agent /Registrar to the Holders whose names appears in the Security
Register at the close of business on the Record Date (which shall be set forth in the Pricing
Certificate) and such interest payments shall be made (i) by check sent United States Mail, first
class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
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expense of, the Holder. If the date for the payment of the principal of or interest on the Bonds
shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city
where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
authorized by law or executive order to be closed, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which
banking institutions are authorized to be closed; 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 non - payment of interest on one or more maturities of the Bonds 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 past due interest have been received from the City. Notice
of the Special Record Date and of the scheduled payment date of the past due interest (which
shall be fifteen (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 Holder of the Bonds appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
SECTION 5. Registration - Transfer - Exchange of Bonds - Predecessor Bonds A
Security Register relating to the registration, payment and transfer or exchange of the Bonds
shall at all times be kept and maintained by the City at the Designated Payment/Transfer Office
of the Paying Agent /Registrar, as provided herein and in accordance with the provisions of the
Paying Agent/Registrar Agreement and such rules and regulations as the Paying Agent/Registrar
and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the
Security Register the name and address of each and every Holder of the Bonds issued under and
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond
may be transferred or exchanged for Bonds of like kind, maturity, and amount and in authorized
denominations upon the Security Register by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar at its Designated
Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender for assignment or transfer of any Bond (other than the Initial Bond(s)
authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new Bonds, executed on behalf of and furnished by the
City, shall be registered and issued to the assignee or transferee of the previous Holder; such
Bonds to be of authorized denominations, of like Stated Maturity, and of a like aggregate
principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) authorized in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent /Registrar. Whenever any Bonds are surrendered
for exchange, the Paying Agent /Registrar shall register and deliver new Bonds, executed on
behalf of and furnished by the City, to the Holder requesting the exchange.
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All Bonds issued upon any such transfer or exchange of Bonds shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
United States Mail, first class postage prepaid, to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same
obligation to pay and entitled to the same benefits under this Ordinance, as the Bonds
surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent /Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof, and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent /Registrar shall be required to transfer or exchange
any Bond called for redemption, in whole or in part, within forty -five (45) days of the date fixed
for the redemption of such Bond; provided, however, such limitation on transferability shall not
be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for
redemption in part.
SECTION 6. Book - Entry -Only Transfers and Transactions Notwithstanding the
provisions contained in Sections 4 and 5 hereof relating to the payment and transfer /exchange of
the Bonds, the City hereby approves and authorizes the use of "Book- Entry -Only" securities
clearance, settlement, and transfer system provided by The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York ( "DTC "), in
accordance with the requirements and procedures identified in the current DTC Operational
Arrangements memorandum, as amended, the Blanket Issuer Letter of Representations, by and
between the City and DTC, and the Letter of Representations from the Paying Agent/Registrar to
DTC (collectively, the "Depository Agreement ") relating to the Bonds.
In the event the Pricing Officer elects to utilize DTC's "Book- Entry -Only" System,
which election shall be made by the Pricing Officer in the Pricing Certificate, pursuant to the
Depository Agreement and the rules of DTC, the Bonds shall be deposited with DTC and who
shall hold said Bonds for its participants (the "DTC Participants "). While the Bonds are held by
DTC under the Depository Agreement, the Holder of the Bonds on the Security Register for all
purposes, including payment and notices, shall be Cede & Co., as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner of each Bond (the `Beneficial
Owners ") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to .provide book -entry clearance and settlement of securities transactions in
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general or the City determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds
to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 4 and 5 hereof.
SECTION 7. Execution - Registration The Bonds shall be executed on behalf of the
City by the Mayor under the City's seal reproduced or impressed thereon and attested by the City
Secretary. The signature of said officials on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officials of
the City on the date of the adoption of this Ordinance shall be deemed to be duly executed on
behalf of the City, notwithstanding that such individuals or either of them shall cease to hold
such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to
Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in
Chapter 1201 of the Texas Government Code, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of
Public Accounts of the State of Texas, or his or her duly authorized agent, or a certificate of
registration substantially in the form provided in Section 9(d), manually executed by an
authorized officer, employee or representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that
such Bond has been duly certified, registered, and delivered.
SECTION 8. Initial Bond(s) The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the aggregate principal amount of the Bonds with principal
installments to become due and payable as provided in the Pricing Certificate and numbered T -1,
or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the
applicable principal amount and denomination and to be numbered consecutively from T -1 and
upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s)
shall be the Bond(s) 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 purchaser(s). Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9. Forms
(a) Forms Generally The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent /Registrar,
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and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and, with the Bonds to be
completed and modified with the information set forth in the Pricing Certificate, may have such
letters, numbers, or other marks of identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends on insured Bonds
and any reproduction of an bpinion of counsel) thereon as may, consistently herewith, be
established by the City or determined by the Pricing Officer. The Pricing Certificate shall set
forth the final and controlling forms and terms of the Bonds. Any portion of the text of any
Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bonds
REGISTERED PRINCIPAL AMOUNT
NO. _ $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS
GENERAL OBLIGATION BOND
SERIES 2012A
Bond Date: Interest Rate: Stated Maturity: CUSIP No.:
, 20_ % , 20
Registered Owner:
Principal Amount: DOLLARS
The City of North Richland Hills (hereinafter referred to as the "City "), a body corporate
and political subdivision in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal
Amount hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption), and to pay interest on the unpaid principal amount hereof from the interest payment
date next preceding the "Registration Date" of this Bond appearing below (unless this Bond
bears a "Registration Date" as of an interest payment date, in which case it shall bear interest
from such date, or unless the "Registration Date" of this Bond is prior to the initial interest
payment date in which case it shall bear interest from the ) 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 and in each year, commencing
, 20_, until maturity or prior redemption. Principal of this Bond is payable at its
Stated Maturity or upon its prior redemption to the registered owner hereof, upon presentation
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and surrender, at the designated offices of the Paying Agent/Registrar executing the registration
certificate appearing hereon, initially in East Syracuse, New York, or, with respect to a successor
Paying Agent /Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office "); provided, however, while this Bond is registered to Cede & Co., the
payment of principal upon a partial redemption of the principal amount hereof may be
accomplished without presentation and surrender of this Bond. Interest is payable to the
registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date ", which is the day
of the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the
date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the city where the Designated
Payment /Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. All payments of principal of, premium, if any, and interest
on this Bond shall be without exchange or collection charges to the owner hereof and in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (herein referred to as the "Bonds ") for the purpose of providing funds for
permanent public improvements and public purposes, to wit: constructing, improving and
equipping a new municipal government complex to include city hall facilities, police and fire
facilities and municipal court facilities, including the acquisition of land therefor, all in
accordance with the authority conferred by and in conformity with the Constitution and laws of
the State of Texas, including Chapters 1331 and 1371 of the Texas Government Code, as
amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred
to as the "Ordinance ").
[The Bonds maturing on the dates hereinafter identified (the "Term Bonds ") are subject
to mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
Term Bonds due , 20_ Term Bonds due , 20_
Redemption Date Principal Amount Redemption Date Principal Amount
20_ 20
20_ , 20_
* Stated maturity.
The particular Term Bonds of a Stated Maturity to be redeemed on each redemption date
shall be chosen by lot by the Paying Agent /Registrar; provided, however, that the principal
77949809.1/08013523 8
amount of Term Bonds for a Stated Maturity required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City, by the principal amount of Term
Bonds of like Stated Maturity which, at least fifty (50) days prior to a mandatory redemption
date, (1) shall have been acquired by the City at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the
Paying Agent /Registrar for cancellation or (2) shall have been redeemed pursuant to the optional
redemption provisions appearing below and not theretofore credited against a mandatory
redemption requirement.]
The Bonds maturing on and after , 20_, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on , 20_, or on any date thereafter, at the redemption price of par,
together with accrued interest to the date of redemption.
At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City
shall cause a written notice of such redemption to be sent by United States Mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed, in whole or in part, at the
address shown on the Security Register and subject to the terms and provisions relating thereto
contained in the Ordinance. If a Bond (or any portion of its principal sum) shall have been duly
called for redemption and notice of such redemption duly given, then upon such redemption date
such Bond (or the portion of its principal sum to be redeemed) shall become due and payable,
and interest thereon shall cease to accrue from and after the redemption date therefor; provided
moneys for the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent /Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment /Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within forty -five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that said redemption is conditional upon the receipt of such moneys by the
Paying Agent /Registrar on or prior to the date fixed for such redemption, or upon the satisfaction
of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Bonds and
the Paying Agent /Registrar shall give notice, in the manner in which the notice of redemption
was given, to the effect that the Bonds have not been redeemed.
77949809.1/08013523 9
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the
Paying Agent /Registrar, and to all of the provisions of which the owner or holder of this Bond by
the acceptance hereof hereby assents, for definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent /Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
and not otherwise defined have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent /Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent /Registrar to the
designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal at the Stated Maturity, or its redemption, in whole or in
part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the
event of nonpayment of interest on a Bond on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent /Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (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 registered owner of a Bond
appearing on the Security 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 issuance of the Bonds is duly authorized by
law; that all acts, conditions, and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawful and valid obligations of the City have been
properly done, have happened, and have been performed in regular and due time, form, and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
77949809.1/08013523 10
or impaired thereby. The terms and provisions of this Bond 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 the City has caused this Bond to be duly
executed under the official seal of the City.
CITY OF NORTH RICHLAND HILLS,
TEXAS
ATTEST: Mayor
City Secretary
(City Seal)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) onlX
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 Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(Seal)
77949809.1/08013523 11
(d) Form of Certificate of Pang Agent/Registrar _ to appear on Definitive Bonds
only
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within - mentioned Ordinance; the bond or bonds of the
above entitled and designated series originally delivered having been approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by
the records of the Paying Agent /Registrar.
The designated office of the Paying Agent /Registrar in East Syracuse, New York, is the
Designated Payment/Transfer Office for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
Dallas, Texas
as Paying Agent/Registrar
Registration Date:
By:
Authorized Signature
(e) Form of Assignment
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number:
) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular.
77949809.1!08013523 12
(f) The Initial Bond(s) shall be in the form set forth therefor in subsection (b) of this
Section, except as follows
Heading and paragraph one shall be amended to read as follows:
NO. T -1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS
GENERAL OBLIGATION BOND
SERIES 2012A
Bond Date: , 20
Registered Owner:
Principal Amount: DOLLARS
The City of North Richland Hills (hereinafter referred to as the "City "), a body corporate
and political subdivision in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the registered owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated on
in the years and in principal installments in accordance with the
following schedule:
STATED PRINCIPAL INTEREST
MATURITY AMOUNT RATE (S
(Information to be inserted from Pricing Certificate)
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid principal installments hereof from the at the per annum rates of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on , 20 , and each and
thereafter, until maturity or prior redemption. Principal installments of this Bond are payable in
the year of maturity or on a redemption date to the registered owner hereof by The Bank of New
York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar "), upon
presentation and surrender at its designated offices, initially in East Syracuse, New York, or,
with respect to a successor paying agent /registrar, at the designated office of such successor (the
"Designated Payment /Transfer Office "). Interest is payable to the registered owner of this Bond
whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the
close of business on the "Record Date," which is the day of the month next
preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by
check sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent /Registrar, requested by, and at the risk and expense of, the registered owner. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the registered owner hereof and in any coin or currency of the United States
of America which at the time of payment is legal tender for the payment of public and private
77949809.1/08013523 13
debts. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated
Payment /Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to be closed, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to be closed; and payment on such date shall have the same force and effect as if
made on the original date payment was due.
SECTION 10. Levy of Taxes To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is the greater) 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 City, within the limitations by law prescribed, sufficient to pay the
principal of and interest on the Bonds as the same becomes due and payable; and such tax hereby
levied on each one hundred dollars' valuation of taxable property in the City for the payment of
the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample
and sufficient to provide funds each year to pay the principal of and interest on said Bonds while
Outstanding; full allowance being made for delinquencies and costs of collection; the taxes
levied, assessed, and collected for and on account of the Bonds shall be accounted for separate
and apart from all other funds of the City and shall be deposited in the "SPECIAL SERIES
2012A GENERAL OBLIGATION BOND FUND ", or such other fund designation as specified
in the Pricing Certificate (the "Interest and Sinking Fund ") to be maintained 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 Bonds.
PROVIDED, however, with regard to any payment to become due on the Bonds prior to
the tax delinquency date next following the annual assessment of taxes levied which next follows
the Bond Date, if any, sufficient current funds will be available and are hereby appropriated to
make such payments; and the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager,
Director of Finance and City Secretary of the City, individually or jointly, are hereby authorized
and directed to transfer and deposit in the Interest and Sinking Fund such current funds which,
together with the accrued interest received from the initial purchasers, will be sufficient to pay
the payments due on the Bonds prior to the tax delinquency date next following the annual
assessment of taxes levied which next follows the Bond Date.
The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance
and City Secretary of the City, individually or jointly, are hereby authorized and directed to
cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on deposit in the
Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Bonds as the same accrues or matures or comes due
by reason of redemption prior to maturity; such transfers of funds to be made in such manner as
will cause collected funds to be deposited with the Paying Agent /Registrar on or before each
principal and interest payment date for the Bonds.
SECTION 11. Mutilated - Destroyed - Lost and Stolen Bonds In case any Bond shall be
mutilated, or destroyed, lost, or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond; and
with respect to a lost, destroyed, or stolen Bond, a replacement Bond may be issued only upon
77949809.1/08013523 14
the approval of the City and after (i) the filing by the Holder with the Paying Agent /Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss, or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
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
the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost, or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and
ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by
anyone of the destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 12. Satisfaction of Obligation of City If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance and the Pricing
Certificate, then the pledge of taxes levied under this Ordinance and all covenants, agreements,
and other obligations of the City to the Holders shall thereupon cease, terminate, and be
discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, 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 principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money, together with any moneys deposited
therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal
amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent /Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 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 Securities held in trust by the Paying Agent/Registrar, or
an authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent /Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
77949809.1/08013523 15
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall upon the request of the City be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds 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" shall mean (i) direct noncallable obligations of the
United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations unconditionally
guaranteed or insured by the agency or instrumentality and, on the date of their acquisition or
purchase by the City, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state or an
agency or a county, municipality, or other political subdivision of a state that have been refunded
and that, on the date of their acquisition or purchase by the City, are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent and
(iv) any other then authorized securities or obligations that may be used to defease obligations
such as the Bonds under the then applicable laws of the State of Texas.
The City reserves the right, subject to satisfying the requirements of (i) and (ii) above, to
substitute other Government Securities for the Government Securities originally deposited, to
reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit of
the City moneys in excess of the amount required for such defeasance.
Upon such deposit as described above, such Bonds shall no longer be regarded to be
outstanding or unpaid. Provided, however, the City has reserved the option, to be exercised at
the time of the defeasance of the Bonds, to call for redemption, at an earlier date, those Bonds
which have been defeased to their maturity date, if the City: (i) in the proceedings providing for
the firm banking and financial arrangements, expressly reserves the right to call the Bonds for
redemption; (ii) gives notice of the reservation of that right to the Holders of the Bonds
immediately following the making of the firm banking and financial arrangements; and
(iii) directs that notice of the reservation be included in any redemption notices that it authorizes.
SECTION 13. Ordinance a Contract - Amendments - Outstanding Bonds This
Ordinance, together with the Pricing Certificate, shall constitute a contract with the Holders from
time to time, be binding on the City, and shall not be amended or repealed by the City so long as
any Bond remains Outstanding except as permitted in this Section and in Section 29 hereof. The
City may, without the consent of or notice to any Holders, from time to time and at any time,
amend this Ordinance or any provision in the Pricing Certificate in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the consent of Holders who own a
majority of the aggregate of the principal amount of the Bonds then Outstanding, amend, add to,
or rescind any of the provisions of this Ordinance or any provision in the Pricing Certificate;
provided that, without the consent of all Holders of Outstanding Bonds, no such amendment,
addition, or rescission shall (1) extend the time or times of payment of the principal of and
interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of
interest thereon, or in any other way modify the terms of payment of the principal of or interest
on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the
77949809.1/08013523 16
aggregate principal amount of Bonds required to be held by Holders for consent to any such
amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the
Paying Agent /Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with the
provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced
with Bonds registered and delivered in lieu thereof as provided in Section 11 hereof.
SECTION 14. Covenants to Maintain Tax - Exempt Status
(a) Definitions When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of
the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
77949809.1/08013523 17
"Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148 -4
of the Regulations.
(b) Not to Cause Interest to Become Taxable The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction, or improvement of which is to be financed (or refinanced) directly or indirectly
with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the
interest on any Bond to become includable in the gross income, as defined in Section 61 of the
Code, of the owner thereof for federal income tax purposes. Without limiting the generality of
the foregoing, unless and until the City receives a written opinion of counsel nationally
recognized in the field of municipal bond law to the effect that failure to comply with such
covenant will not adversely affect the exemption from federal income tax of the interest on any
Bond, the City shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Bonds:
(i) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed, or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department, and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(ii) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction, or improvement of which is
to be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their intended
purposes.
(d) No Private Loan Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed, or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
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,
constructed, or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
77949809.1/08013523 18
(e) Not to Invest at Higher Yield Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed Except to the extent permitted by Section 149(b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of Section
149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(i) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account separately
and apart from all other funds (and receipts, expenditures and investments
thereof) and shall retain all records of accounting for at least six (6) years after the
day on which the last Outstanding Bond is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Bonds with
other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers 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 Holders thereof for federal income tax
purposes, the City shall pay to the United States out of the general fund, other
appropriate fund, or, if permitted by applicable Texas statute, regulation, or
opinion of the Attorney General of the State of Texas, the Interest and Sinking
Fund, the amount that when added to the future value of previous rebate payments
made for the Bonds equals (i) in the case of a Final Computation Date as defined
in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the
Rebate Amount on such date; and (ii) in the case of any other Computation Date,
ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place, and in the
manner as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or
77949809.1/08013523 19
such other forms and information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
(iv) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148 -3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to (h) 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 Bonds not been
relevant to either party.
0) Elections The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Assistant City Manager, Director of Finance and City Secretary of the City,
individually or jointly, to make elections permitted or required pursuant to the provisions of the
Code or the Regulations, as one or more of such persons deems necessary or appropriate in
connection with the Bonds, in the Certificate as to Tax Exemption, or similar or other
appropriate certificate, form, or document.
SECTION 15. Sale of Bonds - Official Statement The Bonds authorized by this
Ordinance may be sold by the City to the purchaser(s) (previously defined herein as the
"Purchasers ") by (i) negotiated sale, in accordance with a bond purchase agreement (the
"Purchase Contract "), (ii) by private placement, in accordance with an agreement to purchase or
other agreement, or (iii) by competitive bidding, in accordance with the successful bid submitted
therefor, as determined by the Pricing Officer, in accordance with Section 3 hereof. The Pricing
Officer is hereby authorized and directed to execute the Purchase Contract, agreement to
purchase in the event of a private placement, or the successful bid form in the event of a
competitive sale, as applicable, for and on behalf of the City and as the act and deed of this
Council, and to make a determination as to whether the terms are in the City's best interests,
which determination shall be final.
With regard to such terms and provisions of the Purchase Contract, the Pricing Officer is
hereby authorized to come to an agreement with the Purchasers on the following, among other
matters:
1. The details of the purchase and sale of the Bonds;
2. The details of any public offering of the Bonds by the Purchasers, if any;
3. The details of any Official Statement or similar disclosure document (and, if
appropriate, any Preliminary Official Statement) relating to the Bonds and the
City's Rule 15c2 -12 compliance, if applicable;
4. A security deposit for the Bonds, if any;
77949809.1/08013523 20
5. The representations and warranties of the City to the Purchasers;
6. The details of the delivery of, and payment for, the Bonds;
7. The Purchasers' obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. Notices; and
14. Any and all such other details that are found by the Pricing Officer to be
necessary and advisable for the purchase and sale of the Bonds.
In the event the Bonds are sold by negotiated sale or competitive bid, the Mayor and City
Secretary are further authorized to cause to be delivered for and on behalf of the City copies of a
Preliminary Official Statement and Official Statement prepared in connection with the offering
of the Bonds by the Purchasers, in final form as may be required by the Purchasers, and such
final Official Statement as finally approved by the Pricing Officer in the Pricing Certificate shall
be deemed to be approved by this Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
SECTION 16. Control and Custody of Bonds The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary ordinances, resolutions, orders and
records, including the definitive Bonds and the Initial Bond(s), pending the investigation and
approval of the Initial Bond(s) by the Attorney General of the State of Texas, and the registration
of the Initial Bond(s) to the Comptroller of Public Accounts and the delivery thereof to the
Purchasers.
SECTION 17. Proceeds of Sale Immediately following the delivery of the Bonds, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance, accrued interest,
if any, received from the Purchasers of the Bonds and premium in the amount, if any, specified
in the applicable Pricing Certificate) shall be deposited to the credit of a construction account
maintained on the books and records of the City and, if not immediately invested, in a fund kept
at a depository bank of the City. Pending expenditure for authorized projects and purposes, such
proceeds of sale deposited to the construction fund may be invested in authorized investments in
accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including
guaranteed investment contracts permitted in V.T.C.A., Section 2256.015, et seq., and any
investment earnings realized may be expended for such authorized projects and purposes or
deposited in the Interest and Sinking Fund as shall be determined by the Council. Accrued
interest, if any, and premium in the amount, if any, specified in the applicable Pricing Certificate
received from the sale of the Bonds and any excess bond proceeds, including investment
earnings, remaining after completion of all authorized projects or purposes shall be deposited to
the credit of the Interest and Sinking Fund.
SECTION 18. Notices to Holders - Waiver Wherever this Ordinance or the Pricing
Certificate provides for notice to Holders of any event, such notice shall be sufficiently given
77949809.1/08013523 21
(unless otherwise herein expressly provided) if in writing and sent by United States Mail, first
class postage prepaid, to the address of each Holder appearing in the Security Register at the
close of business on the business day next preceding the mailing of such notice.
In any case in which notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance or the Pricing
Certificate provides for notice in any manner, such notice may be waived in writing by the
Holder entitled to receive such notice, either before or after the event with respect to which such
notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
SECTION 19. Cancellation All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar, The
City may at any time deliver to the Paying Agent /Registrar for cancellation any Bonds
previously certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to
the City.
SECTION 20. Bond Counsel Opinion The obligation of the Purchasers to accept
delivery of the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski
L.L.P., Attorneys, Dallas, Texas, approving the Bonds as to their validity, said opinion to be
dated and delivered as of the date of delivery and payment for the Bonds. A true and correct
reproduction of said opinion is hereby authorized to be printed on the Bonds, or an executed
counterpart thereof is hereby authorized to be either printed on definitive printed obligations or
deposited with DTC along with the global certificates for the implementation and use of the
Book - Entry -Only System used in the settlement and transfer of the Bonds.
SECTION 21. CUSIP Numbers CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof, and neither the City nor attorneys approving the Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 22. Benefits of Ordinance Nothing in this Ordinance or the Pricing
Certificate, expressed or implied, is intended or shall be construed to confer upon any person
other than the City, the Paying Agent /Registrar and the Holders, any right, remedy, or claim,
legal or equitable, under or by reason of this Ordinance or any provision hereof or the Pricing
Certificate, this Ordinance and all of its provisions and the Pricing Certificate being intended to
be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar, and the
Holders.
SECTION 23. Inconsistent Provisions All ordinances or resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
77949809.1/08013523 22
the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling
as to the matters contained herein.
SECTION 24. Governing Law This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 25. Effect of Headings The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 26. 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 27. Severability If any provision of this Ordinance or the Pricing Certificate
or the application thereof to any circumstance shall be held to be invalid, the remainder of this
Ordinance and the Pricing Certificate and the application thereof to other circumstances shall
nevertheless be valid, and this Council hereby declares that this Ordinance would have been
enacted without such invalid provision.
SECTION 28. Incorporation of Findings and Determination_ s The findings and
determinations of this Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full in
this Section.
SECTION 29. Continuing Disclosure Undertaking This Section shall apply unless the
Pricing Officer determines in the Pricing Certificate that an undertaking is not required pursuant
to the Rule (defined below).
(a) Definitions As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 -12, as amended from time to time or
officially interpreted by the SEC.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning with the year stated in the Pricing Certificate,
financial information and operating data with respect to the City of the general type included in
the final Official Statement approved by the Pricing Officer and described in the Pricing
Certificate and (2) if not provided as part of such financial information and operating data,
audited financial statements of the City, when and if available. Any financial statements so
provided shall be prepared in accordance with the accounting principles described in the Pricing
Certificate, or such other accounting principles as the City may be required to employ from time
to time pursuant to state law or regulation, and audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided.
77949809.1/08013523 23
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notices of Certain Events The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business
days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non - payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701 -TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
and
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)12 is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
77949809.1 /08013523 24
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the City to be no longer such an "obligated person ".
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or type
of operations of the City, but only if (1) the provisions of this Section, as so amended, would
77949809.1/08013523 25
have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the
interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may
also be amended from time to time or repealed by the City if the SEC amends or repeals the
applicable provisions of the Rule or a court of final jurisdiction determines that such provisions
are invalid, but only if and to the extent that reservation of the City's right to do so would not
prevent an underwriter of the initial public offering of the Bonds from lawfully purchasing or
selling Bonds in such offering. If the City so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided pursuant to
subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment
and of the impact of any change in the type of financial information or operating data so
provided.
SECTION 30. Municipal Bond Insurance The Bonds may be sold with the principal of
and interest thereon being insured by a municipal bond insurance provider authorized to transact
business in the State of Texas. The Pricing Officer is hereby authorized to make the selection of
municipal bond insurance (if any) for the Bonds and make the determination of the provisions of
any commitment therefor.
SECTION 31. Further Procedures Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City
Secretary are hereby expressly authorized, empowered and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge and deliver in the
name and on behalf of the City all agreements, instruments, certificates or other documents,
whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms
and provisions of this Ordinance and the issuance of the Bonds. In addition, prior to the initial
delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager,
Director of Finance or Bond Counsel to the City are each hereby authorized and directed to
approve any changes or corrections to this Ordinance or to any of the documents authorized and
approved by this Ordinance, including the Pricing Certificate: (i) in order to cure any technical
ambiguity, formal defect or omission in this Ordinance or such other document; or (ii) as
requested by the Attorney General of the State of Texas or his representative to obtain the
approval of the Bonds by the Attorney General and if such officer or counsel determines that
such ministerial changes are consistent with the intent and purpose of this Ordinance, which
determination shall be final. In the event that any officer of the City whose signature shall
appear on any document shall cease to be such officer before the delivery of such document,
such signature nevertheless shall be valid and sufficient for all purposes the same as if such
officer had remained in office until such delivery.
SECTION 32. Public Meetiag 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
77949809.1/08013523 26
Ordinance, was given, all as required by Chapter 551 of the Texas Government Code, as
amended, as amended.
SECTION 33. Effective Date In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[Remainder of page left blank intentionally]
77949809.1/08013523 27
PASSED AND ADOPTED, this September 24, 2012.
CITY OF NORTH RICHLAND HILLS,
TEXAS
Mayor
ATTEST:
H
\-- ' - City Sec
o
.. ..............
(City Sea
APPROVED AS TO LEGALITY:
A1
City Attorney %
APPROVED AS TO CONTENT:
1 1-J
Director o r in6ce
77949809.1/08013523 S-1
EXHIBIT A
PAYING AGENT /REGISTRAR AGREEMENT
77949809.1/08013523 A -1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of , 2012 (this "Agreement "), by and
between The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, a banking
association duly organized and existing under the laws of the United States of America (the
"Bank ") and the City of North Richland Hills, Texas (the "Issuer ").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
North Richland Hills, Texas, General Obligation Bonds, Series 2012A ", dated September 15,
2012 (the "Securities "), such Securities scheduled to be delivered to the initial purchasers thereof
on or about , 2012; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document,
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
77949833.1/08013523
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate - related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means First Southwest Company.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date ", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer ", when used with respect to the Bank, means the
Chairman or Vice - Chairman of the Board of Directors, the Chairman or
Vice - Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
77949833.1/08013523 2
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
First Class /Registered /Certified Express Delivery /Courier By Hand Only
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company, N.A. Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
77949833.1/08013523 3
Section 3.02 Payment Dates The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register ") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re- registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent /Registrar.
Section 4.02 Securities The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
77949833.1/08013523 4
Section 4.04 List of Security Holders The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up -to -date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
77949833.1/08013523 5
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 Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or
e -mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer's financial advisor or other agent as the final closing memorandum or letter. The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's
reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
77949833.1/08013523
Section 5.04 May Hold Securities The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Payine Agent Account /Collateralization A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the extent
such money is not insured by the Federal Deposit Insurance Corporation. Payments made from
such paying agent account shall be made by check drawn on such account unless the owner of
the Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 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 with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
77949833.1/08013523 7
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result. The
obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements ", which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payments and funds availability,
transfer turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page hereof.
Section 6.04 Effect of Headings The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession Any corporation or
association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding to
all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
77949833.1/08013523 8
Section 6.08 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 6.09 Entire Agreement This Agreement and the Authorizing Document
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 Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 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 6.11 Termination This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying
Agent /Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar
within a reasonable time, the Bank may petition a court of competent jurisdiction within the State
of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, 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 6.12 Governing Law This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder ofpage left blank intentionally]
77949833.1/08013523 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas
By:
Title:
Address: 2001 Bryan Street, 11 Floor
Dallas, Texas 75201
Attest:
Title:
CITY OF NORTH RICHLAND HILLS, TEXAS
By:
Pricing Officer
Address: P. O. Box 820609
North Richland Hills, Texas 76182 -0609
77949833.1/08013523 S -1
ANNEX A
77949833.1/08013523 A -1
INVOICE
Star-Telegram Customer ID: CIT 13
808 Throckmorton St. Invoice Number: 331254031
FORT WORTH,TX 76102
(817)390-7761 Invoice Date: 8/30/2014
Federal Tax ID 26-2674582 Terms: Net due in 21 days
Due Date: 8/31/2014
Bill To: PO Number:
CITY OF NORTH RICHLAND HILLS/SE
PO BOX 820609 Order Number: 33125403
NORTH RICHLAND HILLS, TX 76182- Sales Rep: 073
Description: CITY OF NORTH RI
Attn:STACEY HARRISON Publication Dates: 8/28/2014-8/30/2014
I y Ition Col Depth Linage MU Rate Amount
CITY OF NORTH RICHLAND HILLS
CITY OF NORT ORDINANCE NO. 3320 I3580 1 37 LINE $0.80 $88.80
An Ordinance of the City of North
Richland Hills,Texas,amending the
Comprehensive Plan and the
Comprehensive Zoning Ordinance
by approving a Special Use Permit
to allow an accessory structure to Net Amount' $88.80
exceed 500 square feet on property
located at 7113 Douglas Lane;
establishing a penalty;providing for
publication and providing an ef-
fective date.
Any person, firm or corporation
violating any provision of the
Comprehensive Zoning Ordinance
and the zoning map of the City of 1
North Richland Hills as amended
hereby shall be deemed guilty of a
misdemeanor and upon final con-
viction thereof fined in an amount
not to exceed Two Thousand Dollars
($2,000.00). Each day any such
violation shall be allowed to con-
tinue shall constitute a separate
violation and punishable hereunder.
and Approved on the 11th sZ ''% CHRISTY LYNNE HOLLAND
day of August, 2014. _>° ' `� Notary Public,State of Texas
/s/Oscar Trevino - My Commission Expires
Oscar Trevino - Mayor ;s: r:•
/s/Alicia Richardson �'' e•Oii's July 31, 2016
THE STATE OF- Alicia Richardson u City Secre ary _ "'•ft' �....
APPROVED AS TO FORM AND
County of Tarrant LEGALITY:
/s/George Staples
Before me,a Not George Staples City Attorney ind State,this day personally appeared Deborah Baylor, Bid and Legal Coordinator for the Star-
Telegram,publishes oy the Star-Felegram, Inc.at Fort Worth, in Tarrant County,Texas;and who,after being duly sworn,did depose and say that the
attached clipping of an advertisement was published in the f eve named paper on the listed dates:BIDS&LEGAL DEPT. STAR TELEGRAM
(817)390-7039 Ilk 110 Signed
C 1
___A... ,�� V S
SUBSCRIBED AND SWORN TO BEFORE ME,THIS Sunday,Augu 3 2 1 14. / �,
/ I 1 /
Notary Public ,a 4 4 A4 iiL , ,
Thank You For Your Payment
Remit To: Star-Telegram Customer ID: CIT13
P.O. BOX 901051 Customer Name: CITY OF NORTH RICHLAN
FORT WORTH, TX 76101-2051 Invoice Number: 331254031
Invoice Amount: $88.80
PO Number:
Amount Enclosed: $