HomeMy WebLinkAboutOrdinance 3341 ORDINANCE NO. 3341
AN ORDINANCE authorizing the issuance of "CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BONDS, SERIES 2014"; specifying the terms and
features of said bonds; levying a continuing direct annual ad valorem tax
for the payment of said bonds; and resolving other matters incident and
related to the issuance, sale, payment and delivery of said bonds,
including the approval and execution of a Paying Agent/Registrar
Agreement, a Purchase Agreement, and a Special Escrow Agreement,
and the approval and distribution of a Preliminary Official Statement and
an Official Statement; providing for the redemption of the obligations
being refunded; and providing an effective date.
WHEREAS, the City of North Richland Hills, Texas (the "City") has heretofore issued,
sold, and delivered, and there is currently outstanding, obligations totaling in principal amount
$10,945,000 (collectively, the "Refunded Obligations") more particularly described as follows:
(1) City of North Richland Hills, Texas, General Obligation Refunding Bonds,
Series 2005, dated November 1, 2005, scheduled to mature on February 15 in each
of the years 2016 through 2021, and aggregating in the principal amount of
$4,470,000 (the "Series 2005 Refunded Bonds");
(2) City of North Richland Hills, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation, Series 2006, dated April 15,
2006, scheduled to mature on February 15 in each of the years 2017 through 2026,
and aggregating in the principal amount of $5,345,000 (the "Series 2006 Refunded
Certificates");
(3) City of North Richland Hills, Texas, General Obligation Bonds, Series 2006,
dated April 15, 2006, scheduled to mature on February 15 in each of the years 2017
through 2026, and aggregating in the principal amount of $1,130,000 (the "Series
2006 Refunded Bonds"); and
WHEREAS, pursuant to the provisions of the Texas Government Code, Chapter 1207,
as amended, the Council is authorized to issue refunding bonds and deposit the proceeds of
sale directly with any place of payment for the Refunded Obligations, or other authorized
depository, and such deposit, when made in accordance with said statute, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, the City Council of the City (the "Council") hereby finds and determines that
general obligation refunding bonds should be issued at this time to refund the Refunded
Obligations, and such refunding will result in the City saving approximately $1,022,783 in debt
service payments on such indebtedness and further provide net present value savings of
approximately $905,149; and
WHEREAS, in combination with the issuance of such refunding bonds, the Council
hereby finds and determines that general obligation bonds authorized to be issued at an
election held on February 1, 2003 should be issued and sold at this time; a summary of the
general obligation bonds authorized at such election, the principal amounts authorized, amounts
41013759.3/11408903
heretofore issued and being issued pursuant to this ordinance and amounts remaining to be
issued subsequent hereto being as follows:
Date of Amount Previously Amount Being Premium Unissued
Election Purpose Authorized ($) Issued ($) Issued ($) Applied ($)* Balance($)
2-1-03 Street Improvements 30,010,000 25,760,000 -0- -0- 4,250,000
2-1-03 Drainage Improvements 4,000,000 3,840,000 -0- -0- 160,000
2-1-03 Public Safety Facilities 1,900,000 1,650,000 225,000 23,059 1,941
2-1-03 Animal Shelter 1,300,000 1,300,000 -0- -0- -0-
37,210,000 32,550,000 225,000 23,059 70,008,059
* Premium in the amount of $23,059 which the City has allocated to and applied against the voted authorizations
referenced in the above table results in a total amount of $248,059 allocated to and applied against the voted
authorizations.
AND WHEREAS, the Council hereby reserves and retains the right to issue the balance
of unissued bonds approved at such elections in one or more installments when, in the
judgment of the Council, funds are needed to accomplish the purposes for which such bonds
were voted; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND
HILLS, TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $10,835,000, to be designated and bear the title "CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS, SERIES 2014" (hereinafter referred to as the "Bonds"), for the purpose of providing
funds for (1) the discharge and final payment of certain outstanding obligations of the City
(identified in the preamble hereof and referred to as the "Refunded Obligations"); (2) public
safety facilities, to wit: an emergency operations center for the City; and (3) payment of the
costs of issuance of the Bonds, all in accordance with the authority conferred by and in
conformity with the Constitution and laws of the State of Texas, including Chapters 1207 and
1331 of the Texas Government Code, as amended.
SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations -
Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations
only, shall be dated October 15, 2014 (the "Bond Date"), shall be in denominations of $5,000 or
any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on
February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear
interest at the rates per annum in accordance with the following schedule:
Maturity Principal Interest
Date Amount ($) Rates (%)
2015 175,000 3.00
2016 1,140,000 3.00
2017 1,765,000 5.00
2018 1,770,000 5.00
2019 1,215,000 2.00
2020 1,010,000 3.00
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Maturity Principal Interest
Date Amount ($) Rates (%)
2021 760,000 4.00
2022 620,000 4.00
2023 610,000 4.00
2024 600,000 4.00
2025 590,000 4.00
2026 580,000 4.00
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery
to the initial purchasers (anticipated to be December 2, 2014) at the rate(s) per annum shown
above in this Section (calculated on the basis of a 360-day year of twelve 30-day months).
Interest on the Bonds shall be payable on February 15 and August 15 in each year,
commencing February 15, 2015, until maturity or earlier redemption.
SECTION 3: Terms of Payment - Paying Agent/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, transfer and exchange of
the Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the
City by the Paying Agent/Registrar, as provided herein and in 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 Mayor or Mayor Pro Tem and City Secretary or Assistant City
Secretary are 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 the Stated Maturities
or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to
the Paying Agent/Registrar at 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"). Interest on the Bonds shall be paid to the Holders
whose names appear in the Security Register at the close of business on the Record Date (the
last business day of the month next preceding each interest payment date) and shall be paid by
the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to
the address of the Holder recorded in the Security Register or (ii) by such other method,
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acceptable to the Paying Agent/Registrar, requested by, and at the risk and 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 when 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 when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4: Redemption.
(a) Optional Redemption. The Bonds having Stated Maturities on and after
February 15, 2025, shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2024 or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
At least forty-five (45) days prior to an optional redemption date for the Bonds (unless a
shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall
notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City
to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of
the City.
(b) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal
amount thereof, to be redeemed within such Stated Maturity by lot.
(c) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv)
41013759.3/11408903 4
state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption, and has been called for
redemption, and notice of redemption thereof has been duly given as hereinabove provided,
such Bond (or the principal amount thereof to be redeemed) shall become due and payable and
interest thereon shall cease to accrue from and after the redemption date therefor; provided
moneys sufficient for the payment of such Bond (or of the principal amount thereof to be
redeemed) at the then applicable redemption price are held for the purpose of such payment by
the Paying Agent/Registrar.
(d) Conditional Notice of Redemption. 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.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the 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 other authorized denominations by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Designated Payment/Transfer Office of
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8
hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,
the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of authorized denominations and having the same
Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for
transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
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 to
the Holder requesting the exchange.
41013759.3/11408903 5
All Bonds issued in any 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 cancelled 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 issue or transfer to
an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of
the date fixed for the redemption of such Bond; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Bond called for redemption in part.
SECTION 6: Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 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 operational arrangements referenced in the Blanket Issuer
Letter of Representations, by and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants").
While the Bonds 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 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
41013759.3/11408903 6
Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall
be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary or Assistant City Secretary. The signature of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Bond Date shall be deemed to be duly executed on
behalf of the City, notwithstanding that such individuals or either of them shall cease to hold
such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to
Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in the
Texas Government Code, Chapter 1201, 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 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 Section 2 hereof and
numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from
T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s)
shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial
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,
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 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 in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
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opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Bonds as evidenced by their execution. Any portion
of the text of any Bonds may be set forth on the reverse 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 Bond.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2014
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
October 15, 2014 % February 15, 20_
Registered Owner:
Principal Amount: DOLLARS
The City of North Richland Hills, Texas (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 date of delivery to the initial
purchasers (anticipated to be December 2, 2014)) at the per annum rate of interest specified
above computed on the basis of a 360-day year of twelve 30-day months; such interest being
payable on February 15 and August 15 in each year, commencing February 15, 2015, until
maturity or earlier redemption. Principal of this Bond is payable at its Stated Maturity or on a
date of earlier redemption to the registered owner hereof, upon presentation and surrender, at
the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the
registration certificate appearing hereon, or its successor. Interest is payable to the registered
owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to
41013759.3/11408903 8
the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
If the date for the payment of the principal of or interest on the Bonds shall be a Saturday,
Sunday, a legal holiday, or a day when banking institutions in the city where the Designated
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 when banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. All payments of principal 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$10,835,000 (herein referred to as the "Bonds") for the purpose of providing funds for
(1) the discharge and final payment of certain outstanding obligations of the City (identified in
the preamble hereof and referred to as the "Refunded Obligations"); (2) public safety facilities, to
wit: an emergency operations center for the City; and (3) payment of the costs of issuance of
the Bonds, all in accordance with the authority conferred by and in conformity with the
Constitution and laws of the State of Texas, including Texas Government Code, Chapters 1207
and 1331, 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 and after February 15, 2025, 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 February 15, 2024, or on any date thereafter, at the redemption price of
par, together with accrued interest to the date of redemption.
At least thirty days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of each Bond to be redeemed at the address shown on the
Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to 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 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.
41013759.3/11408903 9
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.
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 hereof at its Stated Maturity or upon its prior redemption,
in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither
the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder 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
41013759.3/11408903 10
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
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 as of the Bond Date.
CITY OF NORTH RICHLAND HILLS, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(City Seal)
41013759.3/11408903 1 1
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this 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)
(d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in East Syracuse, New
York, or such office as may be designated for such purpose by the Paying Agent/Registrar or
any successor to its functions, 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
41013759.3/11408903 12
(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 must correspond with the
Signature guaranteed: name of the registered owner as it
appears on the face of the within Bond in
every particular.
(f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section,
except that the form of the single fully registered Initial Bond shall be modified as follows:
Heading and paragraph one shall be amended to read as follows:
REGISTERED REGISTERED
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2014
Bond Date: October 15, 2014
Registered Owner:
Principal Amount:
The City of North Richland Hills, Texas (hereinafter referred to as the "City"), a body
corporate and municipal corporation in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated on
February 15 in each of the years and in principal installments in accordance with the following
schedule:
MATURITY PRINCIPAL INTEREST
DATE AMOUNT ($) RATES (%)
(Information to be inserted from schedule in Section 2 hereof).
41013759.3/11408903 13
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid Principal Amount hereof from the date of delivery to the initial purchasers
(anticipated to be December 2, 2014) 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 February 15 and August 15 in each year, commencing February 15, 2015, until maturity or
earlier redemption. Principal installments of this Bond are payable on the Stated Maturity dates
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 its 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 last business day of the month next preceding each
interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent
United States Mail, first class postage prepaid, to the address of the registered owner recorded
in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payment
of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
when banking institutions in the city where the Designated 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 when banking institutions are authorized to close; and payment on such
date shall have the same force and effect as if made on the original date payment was due. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private
debts.
SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater),
there is hereby levied, and there shall be annually assessed and collected in due time, form,
and manner, a tax on all taxable property in the City, within the limitations prescribed by law,
and such tax hereby levied on each one hundred dollars' valuation of taxable property in the
City for the Debt Service Requirements of the Bonds shall be at a 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;
separate books and records relating to the receipt and disbursement of taxes levied, assessed
and collected for and on account of the Bonds shall be kept and maintained by the City at all
times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt
Service Requirements on the Bonds shall be deposited to the credit of a "Special 2014 Bond
Account" (the "Interest and Sinking Fund") maintained on the records of the City and deposited
in a special fund maintained at an official depository of the City's funds; and such tax hereby
levied, and to be assessed and collected annually, is hereby pledged to the payment of the
Bonds.
The Mayor, Mayor Pro Tern, City Manager, Assistant City Manager, Director of Finance,
City Secretary, and Assistant City Secretary of the City, any one or more of said officials, 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 principal of and interest on the Bonds as the same
41013759.3/11408903 14
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.
The City has sufficient current funds available to pay the amounts to become due on the
Bonds on February 15, 2015 and August 15, 2014, and there will be deposited in the Interest
and Sinking Fund such amount of current funds which will be sufficient to pay the amounts to
become due on the Bonds on February 15, 2015 and August 15, 2014.
SECTION 11: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof 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, 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, 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
41013759.3/11408903 15
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 Maturity or applicable redemption date of the Bonds (for which 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, 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 applicable laws of the State of Texas.
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This
Ordinance 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 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 holding a majority in aggregate principal amount of the Bonds then Outstanding,
amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the
consent 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, premium, if any, and interest on the
Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest
thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or
interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce
the 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:
41013759.3/11408903 16
(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.
"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,
41013759.3/11408903 17
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. 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:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Obligations), 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
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Obligations),
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.
(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.
41013759.3/11408903 18
(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:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of accounting for at least six
years after the day on which the last outstanding Bond is discharged. However,
to the extent permitted by law, the City may commingle Gross Proceeds of the
Bonds with other money of the City, provided that the City separately accounts
for each receipt and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate 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.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers (defined below) and the loan of the money represented thereby and
in order to induce such purchase by measures designed to insure the
excludability of the interest thereon from the gross income of the owners thereof
for federal income tax purposes, the City shall pay to the United States from the
construction fund, the general fund, or 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 such other forms and
information as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no
errors are made in the calculations 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
41013759.3/11408903 19
(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 Subsection 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.
Q) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the
Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such bonds within three years after such bonds were issued and (2) not more than
50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of 4 years or more.
(k) Current Refunding. The Bonds are a current refunding of the Series 2005
Refunded Bonds in that the Series 2005 Refunded Bonds are to be paid and redeemed in full
within 90 days of the delivery date of the Bonds.
(I) Qualified Advance Refunding. The Bonds are issued in part to refund the
Series 2006 Refunded Certificates and the Series 2006 Refunded Bonds (together, the "Eligible
Advance Refunded Obligations"), and the Bonds will be issued more than 90 days before the
redemption of the Eligible Advance Refunded Obligations. The City represents as follows:
(1) The Bonds are the first advance refunding of the Eligible Advance
Refunded Obligations within the meaning of Section 149(d)(3) of the Code.
(2) The Eligible Advance Refunded Obligations are being called for
redemption, and will be redeemed not later than the earliest date on which such
obligations may be redeemed and on which the City will realize present value
debt service savings (determined without regard to administrative expenses) on
the issue.
(3) The initial temporary period under Section 148(c) of the Code will
end: (i) with respect to the proceeds of the Bonds not later than 30 days after the
date of issue of the Bonds; and (ii) with respect to proceeds of the Eligible
Advance Refunded Obligations on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the
Eligible Advance Refunded Obligations will be invested in Nonpurpose
Investments having a Yield in excess of the Yield on the Eligible Advance
Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the
preamble of this Ordinance. There is a present value savings associated with
the refunding. In the issuance of the Bonds the City has neither:
(i) overburdened the tax-exempt bond market by issuing more bonds, issuing
bonds earlier or allowing bonds to remain outstanding longer than reasonably
41013759.3/11408903 20
necessary to accomplish the governmental purposes for which the Bonds were
issued; (ii) employed on "abusive arbitrage device" within the meaning of Section
1.148-10(a) of the Regulations; nor (iii) employed a "device" to obtain a material
financial advantage based on arbitrage, within the meaning of Section 149(d)(4)
of the Code, apart from savings attributable to lower interest rates and reduced
debt service payments in early years.
(m) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern,
City Manager, Assistant City Manager, Director of Finance, and City Secretary, individually or
jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Bonds, in the
Certificate as to Tax Exemption or similar or other appropriate certificate, form or document.
SECTION 15: Sale of Bonds — Purchase Agreement and Official Statement Approval.
The Bonds authorized by this Ordinance are hereby sold by the City to SAMCO Capital
Markets, Inc., BOSC, Inc. (A Subsidiary of BOK Financial Corporation), and Robert W. Baird &
Co., Incorporated (collectively, the "Purchasers") in accordance with the Purchase Agreement,
dated October 27, 2014, attached hereto as Exhibit B and incorporated herein by reference as
a part of this Ordinance for all purposes, and the City has determined and does determine that
the terms of such Purchase Agreement are in the City's best interests. The Mayor or Mayor Pro
Tern are hereby authorized and directed to execute said Purchase Agreement for and on behalf
of the City and as the act and deed of the Council, and in regard to the approval and execution
of the Purchase Agreement, the Council hereby finds, determines, and declares that the
representations, warranties, and agreements of the City contained therein are true and correct
in all material respects and shall be honored and performed by the City.
Furthermore, the use of the Preliminary Official Statement by the Purchasers in
connection with the public offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects and such Preliminary Official Statement is deemed "final" for purposes
of SEC Rule 15c2-12. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, Mayor Pro Tern, City Manager, Assistant City
Manager, Director of Finance, and City Secretary of the City, any one or more of said officials),
shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use
and distribute the final Official Statement, dated October 27, 2014, in the reoffering, sale and
delivery of the Bonds to the public. The Mayor or Mayor Pro Tern and City Secretary are further
authorized to deliver for and on behalf of the City copies of the Official Statement in final form as
may be required by the Purchasers, and such final Official Statement in the form and content
executed by said officials shall be deemed to be approved by the Council and constitute the
Official Statement authorized for distribution and use by the Purchasers.
SECTION 16: Special Escrow Agreement Approval and Execution. The "Special
Escrow Agreement" (the "Agreement") by and between the City and The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas (the "Escrow Agent"), attached hereto as Exhibit B
and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby
approved as to form and content, and such Agreement in substantially the form and substance
attached hereto, together with such changes or revisions as may be necessary to accomplish
the refunding or benefit the City, is hereby authorized to be executed by the Mayor or Mayor Pro
Tern and City Secretary or Assistant City Secretary for and on behalf of the City and as the act
and deed of this Council; and such Agreement as executed by said officials shall be deemed
approved by the Council and constitute the Agreement herein approved.
41013759.3/11408903 21
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
escrowed securities referenced in the Agreement, if any, and the delivery thereof to the Escrow
Agent on the day of delivery of the Bonds to the Purchaser for deposit to the credit of the
"SPECIAL 2014 CITY OF NORTH RICHLAND HILLS, TEXAS, REFUNDING BOND ESCROW
FUND" (the "Escrow Fund"); all as contemplated and provided in Texas Government Code,
Chapter 1207, as amended, this Ordinance and the Agreement.
SECTION 17: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
SECTION 18: Proceeds of Sale. Immediately following the delivery of the Bonds,
$250,000 will be deposited in the project account held at the depository bank of the City and the
remaining proceeds of sale (less those proceeds of sale designated to pay costs of issuance)
shall be deposited with the Escrow Agent for application and disbursement in accordance with
the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the
Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of
costs of issuance, or deposited in the Interest and Sinking Fund for the Bonds. Such proceeds
of sale may be invested in authorized investments and any investment earnings realized may be
(with respect to the accrued interest received from the Purchasers) deposited in the Interest and
Sinking Fund as shall be determined by the City Council of the City.
SECTION 19: Redemption of Refunded Obligations.
(a) The Series 2005 Refunded Bonds shall be redeemed and the same are hereby
called for redemption on February 15, 2015, at the price of par and accrued interest to the date
of redemption. The City Secretary or Assistant City Secretary are hereby authorized and
directed to file a copy of this Ordinance, together with a suggested form of notice of redemption
to be sent to bondholders, with The Bank of New York Mellon Trust Company, N.A. (successor
paying agent/registrar to JPMorgan Chase Bank, National Association), in accordance with the
redemption provisions applicable to such bonds; such suggested form of notice of redemption
being attached hereto as Exhibit C and incorporated herein by reference as a part of this
Ordinance for all purposes.
(b) The Series 2006 Refunded Certificates shall be redeemed and the same are
hereby called for redemption on February 15, 2016, at the price of par and accrued interest to
the date of redemption. The City Secretary or Assistant City Secretary are hereby authorized
and directed to file a copy of this Ordinance, together with a suggested form of notice of
redemption to be sent to certificate holders, with The Bank of New York Mellon Trust Company,
N.A. (successor paying agent/registrar to JPMorgan Chase Bank, National Association), in
accordance with the redemption provisions applicable to such certificates; such suggested form
of notice of redemption being attached hereto as Exhibit D and incorporated herein by
reference as a part of this Ordinance for all purposes.
(c) The Series 2006 Refunded Bonds shall be redeemed and the same are hereby
called for redemption on February 15, 2016, at the price of par and accrued interest to the date
of redemption. The City Secretary or Assistant City Secretary are hereby authorized and
41013759.3/11408903 22
directed to file a copy of this Ordinance, together with a suggested form of notice of redemption
to be sent to bondholders, with The Bank of New York Mellon Trust Company, N.A. (successor
paying agent/registrar to JPMorgan Chase Bank, National Association), in accordance with the
redemption provisions applicable to such bonds; such suggested form of notice of redemption
being attached hereto as Exhibit E and incorporated herein by reference as a part of this
Ordinance for all purposes.
The redemption of the Refunded Obligations as described above being associated with
the refunding of the Refunded Obligations, the approval, authorization and arrangements herein
given and provided for the redemption of the Refunded Obligations on the redemption dates
designated therefor and in the manner provided shall be irrevocable upon the issuance and
delivery of the Bonds; and the City Secretary and Assistant City Secretary are hereby
authorized and directed to make all arrangements necessary to notify the holders of the
Refunded Obligations of the City's decision to redeem the Refunded Obligations on the dates
and in the manner herein provided and in accordance with the ordinances authorizing the
issuance of the Refunded Obligations and this Ordinance.
SECTION 20: Notices to Holders -Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall 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 21: 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 22: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski LLP, Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion or an executed counterpart thereof shall accompany the global Bonds deposited with
DTC or a reproduction thereof shall be printed on the definitive Bonds in the event the book-
entry-only system is discontinued.
41013759.3/11408903 23
SECTION 23: 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 24: Benefits of Ordinance. Nothing in this Ordinance, 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, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 25: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 26: 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 27: Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 28: 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 29: Continuing Disclosure Undertaking.
(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.
"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 in or after 2014, financial information and
operating data with respect to the City of the general type included in Official Statement and
described in Exhibit F hereto, 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 Exhibit F hereto, 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.
41013759.3/11408903 24
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) Notice 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
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.
41013759.3/11408903 25
(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) of this Section 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 herein to the contrary, 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 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
41013759.3/11408903 26
provisions are invalid, but only if and to the extent that reservation of the City's right to do so
would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing
or selling Bonds in such 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: Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the Council hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 31: Further Procedures. Any one or more of the Mayor, Mayor Pro Tern, 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, sale and delivery of the Bonds. In
addition, prior to the delivery of the Bonds, the Mayor, Mayor Pro Tern, 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: (i) in order to cure any 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. 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: Incorporation of Findings and Determinations. The findings and
determinations of the Council contained in the preamble and recitals hereto 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 33: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by the Texas Government Code, Chapter 551, as
amended.
SECTION 34: Effective Date. This Ordinance shall take effect and be in full force from
and after its adoption on the date shown below in accordance with the Texas Government
Code, Section 1201.028, as amended.
[The remainder of this page intentionally left blank.]
41013759.3/11408903 27
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
41013759.3/11408903 A-1
EXHIBIT B
ESCROW AGREEMENT
41013759.3/11408903 B-1
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2005
Dated November 1, 2005
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2016 aggregating in the principal amount of $4,470,000 have been called for
redemption on February 15, 2015 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) Number
2016 1,145,000
2017 1,130,000
2018 1,115,000
2019 565,000
2020 380,000
2021 135,000
ALL SUCH BONDS shall become due and payable on February 15, 2015, and interest
thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners thereof only upon
presentation and surrender of such bonds to The Bank of New York Mellon Trust Company,
N.A. (as successor paying agent/registrar to JPMorgan Chase Bank, National Association), at
its designated offices at the following addresses:
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
Trust Company, N.A. Trust Company, N.A. Mellon Trust Company, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. O. Box 2320 2001 Bryan Street, 9th Floor Institutional Trust
Dallas, Texas 75221-2320 Dallas, Texas 75201 Securities Window
55 Water Street
New York, New York 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance adopted by the City Council of the
City of North Richland Hills, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
41013759.3/11408903 C-1
EXHIBIT D
NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION,
SERIES 2006
Dated April 15, 2006
NOTICE IS HEREBY GIVEN that the obligations of the above series maturing on and
after February 15, 2017 in the principal amount of $5,345,000 have been called for redemption
on February 15, 2016 at the redemption price of par and accrued interest to the date of
redemption, such obligations being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) Number
2017 535,000
2018 535,000
2019 535,000
2020 535,000
2021 535,000
2022 535,000
2023 535,000
2024 535,000
2025 535,000
2026 530,000
ALL SUCH OBLIGATIONS shall become due and payable on February 15, 2016, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said obligations shall be paid to the registered owners thereof only upon
presentation and surrender of such obligations to The Bank of New York Mellon Trust
Company, N.A. (as successor paying agent/registrar to JPMorgan Chase Bank, National
Association), at its designated offices at the following addresses:
First Class/
Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York Mellon Trust The Bank of New York Mellon Trust The Bank of New York
Company, N.A. Company, N.A. Mellon Trust Company, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. 0. Box 2320 2001 Bryan Street, 9th Floor Institutional Trust
Dallas, Texas 75221-2320 Dallas,Texas 75201 Securities Window
55 Water Street
New York, New York 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said obligations and pursuant to an ordinance adopted by the City Council of
the City of North Richland Hills, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
41013759.3/11408903 D-1
EXHIBIT E
NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2006
Dated April 15, 2006
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2017 and aggregating in the principal amount of $1,130,000 have been called for
redemption on February 15, 2016 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) Number
2017 115,000
2018 115,000
2019 115,000
2020 115,000
2021 115,000
2022 115,000
2023 110,000
2024 110,000
2025 110,000
2026 110,000
ALL SUCH BONDS shall become due and payable on February 15, 2016, and interest
thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners thereof only upon
presentation and surrender of such bonds to The Bank of New York Mellon Trust Company,
N.A. (as successor paying agent/registrar to JPMorgan Chase Bank, National Association), at
its designated offices at the following addresses:
First Class/
Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York Mellon Trust The Bank of New York Mellon Trust The Bank of New York
Company, N.A. Company, N.A. Mellon Trust Company, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. 0. Box 2320 2001 Bryan Street, 9th Floor Institutional Trust
Dallas,Texas 75221-2320 Dallas, Texas 75201 Securities Window
55 Water Street
New York, New York 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance adopted by the City Council of the
City of North Richland Hills, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
41013759.3/11408903 E-1
EXHIBIT F
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 29 of this Ordinance.
(4) Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below:
1. Financial information of the general type included in the Official Statement as
Appendix B for the most recently concluded fiscal year.
2. The information contained in Tables 1 through 5 and 7 through 14 in the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
41013759.3/11408903 F-1
PASSED AND ADOPTED, this October 27, 2014.
CITY OF NORTH ICHLAND HILLS, TEXAS
Mayor
ATTEST:
RC ,
.. '
City Secretary
9
APPROVED AS TO LEGALITY: %!O`° s�
ity Attorney
(City Seal)
APPROVED AS TO CONTENT:
Director of Fi nce
41013759.3/11408903 S-1