HomeMy WebLinkAboutCC 2018-11-13 Agendas M RH
NOKTH ILIC:HLAND HILLS
CITY OF NORTH RICHLAND HILLS
SPECIAL CITY COUNCIL AGENDA
4301 CITY POINT DRIVE
NORTH RICHLAND HILLS, TX 76180
TUESDAY, NOVEMBER 13, 2018
SPECIAL MEETING: 4:30 P.M.
Held in the City Hall Council Chambers
A. CALL TO ORDER
A.1 INVOCATION - MAYOR PRO TEM BENTON
A.2 PLEDGE - MAYOR PRO TEM BENTON
B. GENERAL ITEMS
B.1 Consider all matters incident and related to the issuance and sale of
City of North Richland Hills, Texas Tax and Waterworks and Sewer
System (Limited Pledge) Revenue Certificates of Obligation, Series
2018, including the adoption of Ordinance 3547, authorizing the
issuance of such certificates of obligation.
B.2 Consider all matters incident and related to the issuance and sale of
City of North Richland Hills, Texas General Obligation Refunding and
Improvement Bonds, Series 2018, including the adoption of Ordinance
3548, authorizing the issuance of such bonds and providing for the
redemption of the obligations being refunded.
C. ADJOURNMENT
Tuesday, November 13, 2018 Special City Council Agenda
Page 1 of 2
Certification
I do hereby certify that the above notice of meeting of the North Richland Hills
City Council was posted at City Hall, City of North Richland Hills, Texas in
compliance with Chapter 551, Texas Government Code November 9, 2018 by
3:00 p.m.
Assistant City Secretary
This facility is wheelchair accessible and accessible parking spaces
are available. Requests for accommodations or interpretive services
must be made 48 hours prior to this meeting. Please contact the City
Secretary's office at 817-427-6060 for further information.
Tuesday, November 13, 2018 Special City Council Agenda
Page 2 of 2
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NORTH RICHLAND HILLS
CITY COUNCIL MEMORANDUM
FROM: The Office of the City Manager DATE: November 13, 2018
SUBJECT: Consider all matters incident and related to the issuance and sale of
City of North Richland Hills, Texas Tax and Waterworks and Sewer
System (Limited Pledge) Revenue Certificates of Obligation, Series
2018, including the adoption of Ordinance 3547, authorizing the
issuance of such certificates of obligation.
PRESENTER: Mark Mills, Finance Director
SUMMARY:
The Preliminary Official Statement and Notice of Sale for the issuance of certificates of
obligation ("CO's") were posted for consideration on Friday, November 2, 2018. Sealed
bids for the CO's were to be received on Monday, November 12, 2018; however, due to
a bond market closure in observance of Veterans Day, the deadline was moved to
Tuesday, November 13, 2018 at 11 :00 a.m., CST. Council is requested to consider the
issuance of City of North Richland Hills, Texas Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation, Series 2019, including the adoption
of Ordinance 3547.
GENERAL DESCRIPTION:
On October 8, 2018, the City Council passed Resolution No. 2018-029, authorizing the
City Secretary's Office to publish a notice of intent to issue CO's in a newspaper of
general circulation. The Assistant City Secretary published this notice in the Fort Worth
Star Telegram on October 11 , 2018 and October 18, 2018, in accordance with state
law. The notice included a not to exceed principal amount for the CO's of$14,615,000.
The Preliminary Official Statement and Notice of Sale were released for consideration to
potential bidders on November 2, 2018. Based on the structure recommended by the
city's financial advisor, Hilltop Securities, the bonds will be sold at a premium. The city
expects to issue approximately $13,905,000 in CO's (i.e. the par amount). In addition,
the city will receive a net premium on the CO's of approximately $618,772. The total
funds received will be approximately $14,523,772.50. After deducting the cost of
issuance the city will receive net proceeds of$14,410,000, the amount required to cover
the Fiscal Year 2017/2018 and Fiscal Year 2018/2019 debt funded projects.
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NORTH RICHLAND HILLS
The projects receiving funds from the issuance of these CO's are listed below:
STREET PROJECTS
$130,000 Davis Blvd/ Mid-Cities Blvd Intersection
$1,000,000 Preventive Street Maintenance Program
$1,575,000 Preventive Street Maintenance Program -Additional Funding
$100,000 TEXRail Signal Timing
$2,805,000 Total Streets Projects
PUBLIC WORKS PROJECTS
$1,165,000 Meadow Lakes Drive & Rufe Snow Drive Intersection
$1,165,000 Total Public Works Projects
UTILITY PROJECTS
$500,000 Assess and Repair 16-in Water Transmission Line
$420,000 Misc. Water/Sewer Main Replacement (FY18 Program)
$420,000 Small Water Main Replacement (FY18 Program)
$2,800,000 Walker Branch Interceptor
$95,000 Large Value Replacement
$225,000 Main/Snider/Center
$445,000 Misc. Water/Sewer Main Replacement (FY19 Program)
$150,000 Sewer Manhole Replacement & Rehab
$440,000 Small Water Main Replacement (FY19 Program)
$5,495,000 Total Utility Projects
AQUATIC PARK PROJECTS
$600,000 Main Filtration Replacement
$600,000 Total Aquatic Park Projects
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NORTH RICHLAND HILLS
FLEET PROJECTS
$295,000 Ambulance Replacement
$220,000 Bucket Truck
$200,000 Distributor Truck
$210,000 Pothole Patcher
$395,000 Vac-Con Replacement
$1,320,000 Total Fleet Projects
INFORMATION TECHNOLOGY PROJECTS
$2,905,000 ERP System Replacement
$120,000 IT Network Replacement
$3,025,000 Total Information Technology Projects
PROJECTED ISSUANCE COSTS
$205,000 Projected Issuance Costs
$205,000 Total Projected Issuance Costs
In preparation for this issuance, the city received ratings from both Moody's and
Standard & Poor's. Moody's has reaffirmed the city's credit rating of Aa2 and Standard
& Poor's has reaffirmed the city's credit rating of AA+; both unchanged since the last
ratings were received in 2017.
Staff requests Council to consider the approval of an ordinance prepared by the city's
bond counsel, North Rose Fulbright US LLP. A draft, prior to the receipt of responses to
the Preliminary Official Statement and Notice of Sale, has been enclosed. The
ordinance authorizes the sale and all necessary actions associated with the transaction.
If approved, the closing and delivery of funds would occur on or around December 11,
2018.
RECOMMENDATION:
Approve Ordinance 3547, authorizing the issuance and sale of City of North Richland
Hills, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2018, and all incident and related matters.
ORDINANCE NO,
AUTHORIZING THE ISSUANCE OF
CITY OF NORTH RICHLAND HILLS, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018
Adopted November 13, 2018
73582302.171001045315
TABLE OF CONTENTS
Page
SECTION 1: Definitions^,,,~,,_______,^,^,, ,'_,^,,,,,,,,`'`^_ Z
SECTION 2: Authorization ~ Designation ^~ Principal Amount— Purpose ................ . 4
SECTION 3: Fully Registered Obligations -Authorized Denominations - Stated
Maturities - Interest Rates - Certificate Date ............................. , ......... ......4
SECTION 4� Terms of Payment-Paying /\oe istraL---..........--'—...5
SECTION 5: Redemption.............................................. ............ .............. ...... 6
SECTION 6: Registration -Transfer- Exchange of Certificates ' Predecessor
Certifi8ate8 —...,........~~`—'-------^^^..... .'.8
SECTION 7: R0Dk-Entn+(]n|y Transfers and Transactions ........ ......... ........................S
SECTION 8: Execution ~ Registration....................................... .................................q
SECTION 9: Initial Ce[tifiS8te(S)...................................... .................... ........... 10
SECTION 10: Forms................................ ................. .................................. 10
SECTION 11: Certificate Fund................ ....,.,................ ............................. ... 1O
SECTION12: Tax Levy.............. ......................................................... —'.-- 11
SECTION 13: Limited Pledge Of Net Revenues ..... .................................... ......... ..—' 12
SECTION14: System FuOd ...................................................... ... ...................... .___ 17
SECTION 15: Deposits to Certificate Fund................... ..,. ..........................,.... 13
SECTION 16: Security Vf Funds.................................. .....,......................... .,........... 13
SECTION 17: Special Covenants........................ ............................................... .... ... 13
SECTION 18: Issuance Of Prior Lien Obligations -Additional Obligations and
Subordinate Lien Obligations.................................. —.,........................... 13
SECTION 19: Application of Prior Lien Obligations Covenants and Agreements .............. 14
SECTION 7O: Further Procedures......................., ...................... ..................... '...... 14
SECTION 21: Notices to Holders '\8/ak/er, ................ ........ ............................. .- 14
SECTION22: Cancellation....................... ................. .................................... ...... ......... 15
SECTION 23: Covenants tO Maintain Tax-Exempt Status............................... ................. 15
SECTION 24: Satisfaction OfObligations of City ................................................ ........... 18
SECTION 25: Mutilated, Destroyed, Lost, and Stolen Certificates........ .......... ......... ....... 19
SECTION 26: Ordinance Q Contract -Amendments............... ......................... ..... ........ 1Q
SECTION 27: Sale of the Certificates................. ...................................................... .....20
SECTION 28: Official St8tenUent..... ............................ ..............................................20
SECTION 29: Proceeds 0f3a|e.... .................................. ................................ ....... .2O
SECTION 30: Control and Custody of Certificates .................................... ...20
73502302.1/10010*5316
SECTION 31: Bond Counsel's Opinion ........----....................-21
SECTION 37: C\]S|PNurDberm......................... .........---............ .......... ................ ..21
SECTION 33: Continuing Disclosure Undertaking....................,. .................... —.--..21
SECTION 34: Benefits of Ordinance............................... ..74
SECTION 35: Inconsistent Provisions...................... 24
SECTION 36: Governing L8Vv...... ..... ...... .............. ........ ......,.- ...... ............24
SECTION 37: Effect Of Headings ..................................... ...... ... ......... ........ .......— ...74
SECTION 38: S8Ven@bi|itv.... ... ............. .......—................... ..... ........ ....... — .........—.75
SECTION 39: Construction of Terms ...... ...................... ........... ............ —'.---...25
SECTION 40: Incorporation QfFindings and Determinations.......... ........................ '. ...25
SECTION 41: Public Mke8tng.�.... ............................. ................... ............. 25
SECTION 42: Effective Date........ ........ .......... ---...............25
736823021/10010*5315 - ii -
ORDINANCE NO.
AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND
HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2018"; providing for the payment of such certificates of obligation
by the levy of an ad valorem tax upon all taxable property within the City
and a limited pledge of the net revenues derived from the operation of the
City's waterworks and sewer system; providing the terms and conditions
of such certificates and resolving other matters incident and relating to the
issuance, payment, security and delivery of such certificates of obligation;
and providing an effective date.
WHEREAS, the City Council of the City of North Richland Hills, Texas, has heretofore
determined that certificates of obligation should be issued in the maximum principal amount not
to exceed $14,615,000 for the purpose of paying contractual obligations to be incurred for
(i) street improvements, including drainage, landscaping, curbs, gutters, sidewalks, entryways,
signage, lighting and traffic signalization incidental thereto and the acquisition of land and rights-
of-way therefor, (ii) park and recreation improvements, including the acquisition of equipment
therefor, (iii) the acquisition of fleet vehicles and equipment for the fire/emergency services
department and public works department, (iv) constructing, acquiring and improving the City's
information technology system, (v) constructing, acquiring, purchasing, renovating, enlarging,
equipping, and improving water and sewer system, including the acquisition of equipment, land
and rights-of-way therefor, and (vi) professional services rendered in relation to such projects
and the financing thereof; and
WHEREAS, a "Notice of Intention to Issue City of North Richland Hills, Texas,
Certificates of Obligation, Series 2018" was duly published in Fort Worth Star Telegram, a
newspaper hereby found and determined to be of general circulation in the City of North
Richland Hills, Texas, on October 11, 2018 and October 18, 2018 the date of the first
publication of such notice being not less than thirty-one (31) days prior to the tentative date
stated therein for the passage and adoption of this Ordinance; and
WHEREAS, in accordance with such notice, the City Council convened on the date, time
and place specified in such notice and opened public comment on the possible issuance of
Certificates, but took no action and instead specifically postponed consideration of this
Ordinance to this City Council meeting; and
WHEREAS, no petition protesting the issuance of such certificates of obligation and
bearing valid petition signatures of at least 5% of the qualified voters of the City, has been
presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to
the date of the passage of this Ordinance; and
WHEREAS, no bond proposition to authorize the issuance of bonds for the same
purpose as any of the projects being financed with the proceeds of the Certificates was
submitted to the voters of the City during the preceding three years; and
WHEREAS, the City Council hereby finds and determines that all of the certificates of
obligation described in such notice should be issued and sold at this time in the amount and
manner as hereinafter provided;
73582302.111001045315
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
NORTH RICHLAND HILLS, TEXAS:
SECTION 1: Definitions. For purposes of this Ordinance and for clarity with respect to
the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same appears herein without
qualifying language, are defined to mean as follows:
(a) The term "Certificate Fund" shall mean the special Fund created and established
under the provisions of Section 11 of this Ordinance.
(b) The term "Certificates" shall mean the "City of North Richland Hills, Texas, Tax
and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 2018" authorized by this Ordinance.
(c) The term "Collection Date" shall mean, when reference is being made to the levy
and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each
year by the City become delinquent.
(d) The term "Fiscal Year" shall mean the twelve month financial accounting period
for the System ending September 30th of each year; provided, however, the City, by ordinance,
may change the Fiscal Year to another period of not less than twelve calendar months.
(e) 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 and (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.
(f) The term "Gross Revenues" shall mean all income and revenues of every nature
derived or received from the operation and ownership (excluding refundable meter deposits,
restricted gifts and grants in aid of construction, impact fees charged developers and special
assessments against landowners) of the System, including earnings and income derived from
the investment or deposit of moneys in any special funds or accounts created and established
for the payment and security of the Prior Lien Obligations and other obligations payable solely
from and secured only by a lien on and pledge of the Net Revenues.
(g) The term "Net Revenues" shall mean Gross Revenues of the System, with
respect to any period, after deducting the System's Operating and Maintenance Expenses
during such period.
73582302.171001045315 - 2 -
(h) The term "Operating and Maintenance Expenses" shall mean all current
expenses of operating and maintaining the System, including all salaries, labor, materials,
repairs and extensions necessary to render efficient service; provided, however, that only such
repairs and extensions, as in the judgment of the Council, reasonably and fairly exercised, are
necessary to maintain the operations and render adequate service to the City and the
inhabitants thereof, or such as might be necessary to meet some physical accident or condition
which would otherwise impair obligations payable from Net Revenues shall be deducted in
determining "Net Revenues'. Depreciation charges shall not be considered Operating and
Maintenance Expenses. Operating and Maintenance Expenses shall include payments under
contracts for the purchase of water supply, treatment of sewage or other materials, goods or
services for the System to the extent authorized by law and the provisions of such contract.
(i) The term "Outstanding" when used in this Ordinance with respect to Certificates
means, as of the date of determination, all Certificates theretofore issued and delivered under
this Ordinance, except:
(1) those Certificates cancelled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City
in accordance with the provisions of Section 24 hereof; and
(3) those Certificates that have been mutilated, destroyed, lost or stolen and
replacement Certificates have been registered and delivered in lieu thereof as provided
in Section 25 hereof.
0) The term "Prior Lien Obligations" shall mean all revenue bonds or other
obligations hereafter issued payable from and secured, in whole or in part, by a lien on and
pledge of the Net Revenues of the System that is superior to the lien on and pledge of the Net
Revenues of the System securing the Certificates, the Subordinate Lien Obligations and any
obligations having a lien on and pledge of the Net Revenues of the System that is on an parity
with the lien on and pledge of the Net Revenues of the System securing any of the Certificates
and the Subordinate Lien Obligations.
(k) The term "Subordinate Lien Obligations" shall mean all revenue bonds or other
obligations now outstanding or hereafter issued payable from and secured, in whole or in part,
by a lien on and pledge of the Net Revenues of the System that is inferior to the lien on and
pledge of the Net Revenues of the System securing the Prior Lien Obligations, the Certificates
and any obligation having a lien on and pledge of the Net Revenues of the System that is on a
parity with the lien on and pledge of the Net Revenues of the System securing any of the Prior
Lien Obligations and the Certificates.
(1) The term "System" shall mean all properties, facilities and plants currently
owned, operated and maintained by the City for the supply, treatment and transmission of
treated potable water and the collection, treatment and disposal of water-carried wastes,
together with all future extensions, improvements, replacements and additions thereto;
provided, however, that notwithstanding the foregoing, and to the extent now or hereafter
authorized or permitted by law, the term "System" shall not mean to include facilities of any kind
which are declared not to be a part of the System and which are acquired or constructed by or
on behalf of the City with the proceeds from the issuance of "Special Facilities Bonds", which
are hereby defined as being special revenue obligations of the City which are not Prior Lien
735823011!1001045315 - 3 -
Obligations but which are payable from and secured by other liens on and pledges of any
revenues, sources or payments, not pledged to the payment of the Prior Lien Obligations
including, but not limited to, special contract revenues or payments received from any other
legal entity in connection with such facilities.
SECTION 2: Authorization — Designation — Principal Amount— Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in an aggregate original
principal amount of $ to be designated and bear the title "CITY OF NORTH
RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED
PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018" (hereinafter referred to
as the "Certificates"), for the purpose of paying contractual obligations to be incurred for
(i) street improvements, including drainage, landscaping, curbs, gutters, sidewalks, entryways,
signage, lighting and traffic signalization incidental thereto and the acquisition of land and rights-
of-way therefor, (ii) park and recreation improvements, including the acquisition of equipment
therefor, (iii) the acquisition of fleet vehicles and equipment for the fire/emergency services
department and public works department, (iv) constructing, acquiring and improving the City's
information technology system, (v) constructing, acquiring, purchasing, renovating, enlarging,
equipping, and improving water and sewer system, including the acquisition of equipment, land
and rights-of-way therefor, and (vi) professional services rendered in relation to such projects
and the financing thereof, pursuant to authority conferred by and in conformity with the
Constitution and laws of the State of Texas, including Texas Local Government Code,
Subchapter C of Chapter 271, as amended.
SECTION 3: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered
form only; shall be dated November 1, 2018 (the "Certificate Date") and shall be in
denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the
Certificates 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 per annum rates in accordance with
the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
73582302.1(1001045315 - 4 -
2036
2037
2038
The Certificates shall bear interest on the unpaid principal amounts from the date of
delivery to the initial purchasers (anticipated to be December 11, 2018) at the rates per annum
shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day
months) and shall be payable on February 15 and August 15 of each year, commencing
February 15, 2019, until maturity or prior redemption.
SECTION 4: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Certificates, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Certificates
(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 the paying agent/registrar for the Certificates (the "Paying
AgentlRegistrar") is hereby approved and confirmed. Books and records relating to the
registration, payment, exchange and transfer of the Certificates (the "Security Register") shall at
all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as
provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement," substantially in the form attached hereto as Exhibit A and such reasonable rules
and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor or Mayor
Pro Tern and City Secretary or Assistant City Secretary are hereby authorized to execute and
deliver such Paying Agent/Registrar Agreement in connection with the delivery of the
Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times
until the Certificates 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 Certificates, 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.
The Certificates shall be payable at their Stated Maturities or upon their earlier
redemption, only upon the presentation and surrender of the Certificates 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"); provided, however, while a Certificate is registered to
Cede & Co., the payment thereof upon a partial redemption of the principal amount thereof may
be accomplished without presentation and surrender of such Certificate. Interest on a
Certificate shall be paid by the Paying Agent/Registrar to the Holders whose names appears in
the Security Register at the close of business on the Record Date (the last business day of the
month next preceding each interest payment date) and such interest payments shall be made (i)
by check sent United States mail, first-class postage prepaid, to the address of the Holder
recorded in the Security Register or (ii) by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the
73582302.111001045315 - 5 -
payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to be closed, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day on which such banking institutions
are authorized to be closed; and payment on such date shall have the same force and effect as
if made on the original date payment was due.
In the event of a non-payment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class, postage prepaid, to the address of each 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 5: Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after
February 15, 2028 shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2027, or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
At least forty-five (45) days prior to an optional redemption date for the Certificates
(unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City
shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal
amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The
decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of
the governing body of the City.
(b) [Mandatory Redemption. The Certificates having Stated Maturities of
February 15 in each of the years 20_, 20_, and 20_ (collectively, the `Term Certificates")
shall be subject to mandatory redemption in part prior to maturity at the redemption price of par
and accrued interest to the date of redemption on the respective dates and in principal amounts
as follows:
Term Certificates due February 15, 20 Term Certificates due February 15, 20
Redeem Principal Amount ($) Redemption Date Principal Amount ($)
February 15, 20 February 15, 20
February 15, 20 February 15, 20
Term Certificates due February 15, 20
Redemption Date Principal Amount ($)
February 15, 20
February 15, 20
" Stated maturity.
73582302.111001045315 - E>-
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates
within the applicable Stated Maturity to be redeemed on the next following February 15 from
moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term
Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Certificates for a Stated Maturity required to be
redeemed on a mandatory redemption date may be reduced, at the option of the City, by the
principal amount of Term Certificates of like Stated Maturity which, at least 50 days prior to the
mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding
the principal amount of such Term Certificates plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been
redeemed pursuant to the optional redemption provisions set forth in paragraph (a) of this
Section and not theretofore credited against a mandatory redemption requirement.]
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date, the Paying
Agent/Registrar shall treat such Certificates as representing the number of Certificates
Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000
and shall select the Certificates, or principal amount thereof, to be redeemed within such Stated
Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Certificates, 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
Certificate 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 Certificates,
(ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, 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 Certificates, or
the principal amount thereof to be redeemed, shall be made at the Designated
PaymentlTransfer Office of the Paying Agent/Registrar only upon presentation and surrender
thereof by the Holder. If a Certificate 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 Certificate (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 Certificate (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 AgentlRegistrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Certificates, unless moneys sufficient to pay the principal of and premium, if any, and
interest on the Certificates 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 such
73582302.111001045315 - 7 -
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 or such prerequisites are
not satisfied, such notice shall be of no force and effect, the City shall not redeem such
Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice
of redemption was given, to the effect that the Certificates have not been redeemed.
SECTION 6: Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record and maintain in the Security
Register the name and address of each and every owner of the Certificates issued under and
pursuant to the provisions of this Ordinance or, if appropriate, the nominee thereof. Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations
by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate (other than the Initial Certificate authorized in Section
9 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 Certificates, executed on behalf of, and furnished by, the City,
of authorized denominations and having the same Stated Maturity and of a like aggregate
principal amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holders, Certificates (other than the Initial Certificate(s) authorized in
Section 9 hereof) may be exchanged for other Certificates of authorized denominations and
having the same Stated Maturity, bearing the same rate of interest and of like aggregate
principal amount as the Certificates surrendered for exchange upon surrender of the Certificates
to be exchanged at the Designated PaymenttTransfer Office of the Paying Agent/Registrar.
Whenever any Certificates are so surrendered for exchange, the Paying Agent/Registrar shall
register and deliver new Certificates, executed on behalf of, and furnished by the City, to the
Holder requesting the exchange.
All Certificates issued upon any transfer or exchange of Certificates shall be delivered at
the Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States
mail, first-class, postage prepaid, to the Holder and, upon the registration and delivery thereof,
the same shall be valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Certificates surrendered in such
transfer or exchange.
All transfers or exchanges of Certificates 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.
Certificates canceled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new Certificate or Certificates
registered and delivered in the exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for
73582302.1!1001045315 - s -
which a replacement Certificate has been issued, registered and delivered in lieu thereof
pursuant to Section 25 hereof and such new replacement Certificate shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to
an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days
of the date fixed for the redemption of such Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Certificate called for redemption in part.
SECTION 7: Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained herein relating to the payment and transfer/exchange of the Certificates,
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 Certificates shall be
deposited with DTC who shall hold such Certificates for its participants (the "DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates 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 Certificate (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
Certificates or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general, or in the event the City decides to discontinue use of the system of
book-entry transfers through DTC, the City covenants and agrees with the Holders of the
Certificates to cause Certificates to be printed in definitive form and issued and delivered to
DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in
definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in
accordance with the provisions of Sections 4, 5 and B hereof.
SECTION 8: Execution - Registration. The Certificates shall be executed on behalf of
the City by the Mayor or the Mayor Pro Tern under its seal reproduced or impressed thereon
and countersigned by the City Secretary or Assistant City Secretary. The signature of such
officers on the Certificates may be manual or facsimile. Certificates bearing the manual or
facsimile signatures of such individuals who are or were the proper officers of the City on the
date of adoption of this Ordinance shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or any of them shall cease to hold such offices prior to the
delivery of the Certificates to the initial purchaser(s), and with respect to Certificates delivered in
subsequent exchanges and transfers, all as authorized and provided by Texas Government
Code, Chapter 1201, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Exhibit. B, manually executed by the
Comptroller of Public Accounts of the State of Texas or his or her duly authorized agent, or a
73582302.111001045315 - $ -
certificate of registration substantially in the form provided in Exhibit B, manually executed by
an authorized officer, employee or representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly certified, registered and delivered.
SECTION 9: Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount stated in
Section 2 hereof with principal installments to become due and payable as provided in Section 3
hereof and numbered T-1 or (ii) as multiple fully registered certificates, being one certificate 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 Certificate") and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the
designee thereof. The Initial Certificate(s) shall be the Certificate 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 Certificate(s), the Paying Agent/Registrar, pursuant to
written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) delivered hereunder and exchange therefor definitive Certificates 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 10: Forms.
(a) Forms Generally. The Certificates, 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 Certificates, shall be
substantially in the forms set forth in Exhibit B 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
Certificates, or any maturities thereof, are purchased with bond insurance and any reproduction
of an opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Certificates as evidenced by their execution. Any
portion of the text of any Certificates may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Certificate.
The definitive Certificates, including the Initial Certificate(s), shall be typewritten, printed,
lithographed, or photocopied, or produced in any other similar manner, all as determined by the
officers executing such Certificates as evidenced by their execution.
SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special account on the books of the City to be designated "SPECIAL
SERIES 2018 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND," and all moneys
deposited to the credit of such account shall be kept and maintained in a banking fund
maintained at the City's depository. The Mayor, Mayor Pro Tem, City Manager, Assistant City
Manager, Finance Director, City Secretary and Assistant City Secretary, individually or
73582302.1(1001045315 - 10 -
collectively, are hereby authorized and directed to make withdrawals from the Certificate Fund
sufficient to pay the principal of and interest on the Certificates as the same become due and
payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on
deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or
interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be
made in such manner as will cause immediately available funds to be deposited with the Paying
Agent/Registrar on or before the last business day next preceding each interest and principal
payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate
Fund may, at the option of the City, be invested in obligations identified in, and in accordance
with the provisions of the "Public Funds Investment Act" relating to the investment of "bond
proceeds"; provided that all such investments shall be made in such a manner that the money
required to be expended from such Fund will be available at the proper time or times. All
interest and income derived from deposits and investments in such Certificate Fund shall be
credited to, and any losses debited to, the such Certificate Fund. All such investments shall be
sold promptly when necessary to prevent any default in connection with the Certificates.
SECTION 12: Tax Levy. To provide for the payment of the "Debt Service
Requirements' on the Certificates being (i) the interest on such Certificates and (ii) a sinking
fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the
greater), there shall be and there is hereby levied, within the limitations prescribed by law, a
sufficient tax on each one hundred dollars' valuation of taxable property in the City, adequate to
pay such Debt Service Requirements while the Certificates remain Outstanding, full allowance
being made for delinquencies and costs of collection; such tax shall be assessed and collected
each year and applied to the payment of the Debt Service Requirements, and the same shall
not be diverted to any other purpose. The taxes so levied and collected shall be paid into the
Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a
tax legally and fully sufficient to pay the Debt Service Requirements, it having been determined
that the existing and available taxing authority of the City for such purpose is adequate to permit
a legally sufficient tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and
interest on the Certificates shall be determined and accomplished in the following manner:
(a) Prior to the date the City Council establishes the annual tax rate and
passes an ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after (a) deducting
therefrom the total amount of Debt Service Requirements to become due on
Certificates prior to the Collection Date for the ad valorem taxes to be levied and
(b) adding thereto the amount of the Net Revenues of the System appropriated
and allocated to pay such Debt Service Requirements prior to the Collection Date
for the ad valorem taxes to be levied.
(2) The amount of Net Revenues of the System, and any other
lawfully available revenues which are appropriated and to be set aside for the
payment of the Debt Service Requirements on the Certificates between the
Collection Date for the taxes then to be levied and the Collection Date for the
taxes to be levied during the next succeeding calendar year.
73582302.111001045315 - 11 -
(3) The amount of Debt Service Requirements to become due and
payable on the Certificates between the Collection Date for the taxes then to be
levied and the Collection Date for the taxes to be levied during the next
succeeding calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt
Service Requirements on the Certificates shall be the amount established in paragraph (3)
above less the sum total of the amounts established in paragraphs (1) and (2), after taking into
consideration delinquencies and costs of collecting such annual taxes.
SECTION 13: Limited Pledge of Net Revenues, The City hereby covenants and agrees
that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment
and security of Prior Lien Obligations, the Net Revenues of the System, in the amount of$1,000
are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and
interest on the Certificates, and the limited pledge of$1,000 of the Net Revenues of the System
herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of
the System until such time as the City shall pay all of such $1,000, after which time the pledge
shall cease. Furthermore, such lien on and pledge of the Net Revenues securing the payment
of the Certificates shall be valid and binding and fully perfected from and after the date of
adoption of this Ordinance without physical delivery or transfer or transfer of control of the Net
Revenues, the filing of this Ordinance or any other act; all as provided in Texas Government
Code, Chapter 1208, as amended.
Texas Government Code, Section 1208, as amended, applies to the issuance of the
Certificates and the pledge of the Net Revenues of the System granted by the City under this
Section 13, and such pledge is therefore valid, effective and perfected. If Texas law is amended
at any time while the Certificates are Outstanding such that the pledge of the Net Revenues of
the System granted by the City under this Section 13 is to be subject to the filing requirements
of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to
the registered owners of the Certificates the perfection of the security interest in such pledge,
the City agrees to take such measures as it determines are reasonable and necessary under
Texas law to comply with the applicable provisions of Texas Business and Commerce Code,
Chapter 9, as amended, and enable a filing to perfect the security interest in such pledge to
occur.
SECTION 14: System Fund, The City covenants and agrees that all Gross Revenues
(excluding earnings from the investment of money held in any special funds or accounts created
for the payment and security of the Prior Lien Obligations) shall be deposited as collected into a
fund maintained at an official depository of the City and known on the books of the City as the
"Water and Sewer System Fund" (hereinafter called the "System Fund"). All moneys deposited
to the credit of the System Fund shall be allocated, dedicated and disbursed to the extent
required for the following purposes and in the order of priority shown, to wit:
First: To the payment of all necessary and reasonable Operating and
Maintenance Expenses of the System as defined herein or required by
statute to be a first charge on and claim against the Gross Revenues of
the System.
Second: To the payment of all amounts required to be deposited in the special
Funds created and established for the payment, security and benefit of
73582302,111001045315 - 12 -
Prior Lien Obligations in accordance with the terms and provisions of the
ordinances authorizing the issuance of Prior Lien Obligations.
Third: To the payment, equally and ratably, of the limited amounts pledged to
the payment of the Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for payment of the Subordinate Lien Obligations and then for any
other City purpose now or hereafter permitted by law.
SECTION 15: Deposits to Certificate Fund. Subject to the provisions of Section 13
hereof, the City hereby covenants and agrees to cause to be deposited in the Certificate Fund
from the pledged Net Revenues of the System in the System Fund, the amount of Net
Revenues of the System pledged to the payment of the Certificates.
The City covenants and agrees that the amount of pledged Net Revenues of the System
($1,000), together with other lawfully available revenues appropriated by the City for payment of
the debt service requirements on the Certificates and ad valorem taxes levied, collected, and
deposited in the Certificate Fund for and on behalf of the Certificates, will be an amount equal to
one hundred percent (100%) of the amount required to fully pay the interest and principal due
and payable on the Certificates. In addition, any surplus proceeds from the sale of the
Certificates not expended for authorized purposes shall be deposited in the Certificate Fund,
and such amounts so deposited shall reduce the sums otherwise required to be deposited in
such Fund from ad valorem taxes and the Net Revenues of the System.
SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly
invested) shall be secured in the manner and to the fullest extent required by the laws of Texas
for the security of public funds, and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 17: Special Covenants, The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Net Revenues of the System
supporting this issue of Certificates and has lawfully exercised such powers under the
Constitution and laws of the State of Texas, including the powers existing under Texas
Government Code, Chapter 1502, as amended, and Texas Local Government Code, Sections
271.041, et seq., as amended.
(b) Other than for the payment of the Certificates, the Net Revenues of the
System are not pledged to the payment of any debt or obligation of the City or of the System.
SECTION 18: Issuance of Prior Lien Obligations - Additional Obligations and
Subordinate Lien Obligations. The City expressly reserves the right to hereafter issue Prior Lien
Obligations, without limitation as to principal amount but subject to any terms, conditions or
restrictions applicable thereto under law or otherwise. Prior Lien Obligations hereafter issued
may be payable, in whole or in part, from the Net Revenues (without impairment of the
obligation of contract with the Holders of the Certificates) upon such terms and conditions as the
Council may determine. Additionally, the City reserves the right to issue (a) obligations payable,
in whole or in part, from the Net Revenues of the System and, to the extent provided, secured
735823021/1001045315 - 13 -
by a lien on and pledge of the Net Revenues of equal rank and dignity with the lien and pledge
securing the payment of the Certificates and (b) Subordinate Lien Obligations.
SECTION 19: Application of Prior Lien Obligations Covenants and Agreements. It is the
intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System, and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements
and covenants contained in the ordinances authorizing the issuance of the Prior Lien
Obligations, and to the extent of any irreconcilable conflict between the provisions contained
herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the
provisions, agreements and covenants contained therein shall prevail to the extent of such
conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and
benefits, if any, conferred thereby to the holders of the Prior Lien Obligations.
SECTION 20: Further Procedures. Any one or more of the Mayor, Mayor Pro Tern, City
Manager, Assistant City Manager, Finance Director, City Secretary and Assistant City Secretary
are hereby expressly authorized, empowered and directed from time to time and at any time to
do and perform all such acts and things and to execute, acknowledge and deliver in the name
and on behalf of the City all agreements, instruments, certificates or other documents, whether
mentioned herein or not, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance and the issuance of the Certificates. In addition, prior to the initial
delivery of the Certificates, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager,
Finance Director, City Secretary or Assistant City Secretary 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 the 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 Certificates by the Attorney General and if such officer or counsel determines
that such changes are consistent with the intent and purpose of the Ordinance, which
determination shall be final. In the event that any officer of the City whose signature shall
appear on any document shall cease to be such officer before the delivery of such document,
such signature nevertheless shall be valid and sufficient for all purposes the same as if such
officer had remained in office until such delivery,
SECTION 21: 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 on 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 Certificates. 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.
73582302.111001045315 - 14 -
SECTION 22: Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be
promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying
Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation
any Certificates previously certified or registered and delivered which the City may have
acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled
by the Paying Agent/Registrar, All canceled Certificates held by the Paying Agent/Registrar
shall be returned to the City.
SECTION 23: 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 Certificates 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 Certificates.
"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 Certificates are
invested and which is not acquired to carry out the governmental purposes of the
Certificates.
"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
Certificates. 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 Certificates has the meaning set forth in Section
1.148-4 of the Regulations.
73582302.111001045315 - 15 -
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit
the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Certificate 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 Certificate, 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 Certificates:
(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 Certificates, 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
Certificates or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds,
other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the
Certificates 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 Certificates 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
73582302.111001045315 - 16 -
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Certificates.
(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 Certificates 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 Certificate is discharged.
However, to the extent permitted by law, the City may commingle Gross
Proceeds of the Certificates 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 Certificates until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Certificates 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
general fund, other appropriate fund, or if permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the Certificate
Fund, the amount that when added to the future value of previous rebate
payments made for the Certificates 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
73582302.111001045315 - 17 -
(3), and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
0) Not to Divert Arbitrage Profits. Except to the extent permitted by Section
148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time
prior to the earlier of the Stated Maturity or final payment of the Certificates, 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 Certificates not been relevant to either party.
0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro
Tern, City Manager, Assistant City Manager, Finance Director, City Secretary or Assistant 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 Certificates, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document.
SECTION 24: Satisfaction of Obligations 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 Certificates, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent
such limited pledge of Net Revenues shall not have been discharged or terminated by prior
payment of principal of or interest on the Certificates) and all covenants, agreements, and other
obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and
satisfied.
Certificates 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 ("Defeased Certificates") when
(i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity
or 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 Certificates, 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. At such time as Certificates shall be deemed to be Defeased
Certificates hereunder, as aforesaid, such Certificates and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of, the taxes or revenues levied and
pledged as provided in this Ordinance, and such principal and interest shall be payable solely
from such money or Government Securities. Notwithstanding any other provision of this
Ordinance to the contrary, it is hereby provided that any determination not to redeem the
Defeased Certificates that is made in conjunction with the payment arrangements specified in (i)
or (ii) above in this paragraph shall not be irrevocable, provided that in the proceedings
73582302.1!1001045315 - 18 -
providing for such payment arrangements, the City: (1) expressly reserves the right to call the
Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the
registered owners of the Defeased Certificates immediately following the making of the payment
arrangements; and (3) directs that notice of the reservation be included in any redemption
notices that it authorizes. The City covenants that no deposit of moneys or Government
Securities will be made under this Section and no use made of any such deposit which would
cause the Certificates 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 Certificates, 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 Certificates and remaining unclaimed for a period of three (3)
years after the Stated Maturity, or applicable redemption date, of the Certificates 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.
SECTION 25: Mutilated Destroyed Lost and Stolen Certificates. In case any
Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may
execute and deliver a replacement Certificate of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost
or stolen Certificate, 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 Certificate, 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 Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed,
lost or stolen.
Every replacement Certificate 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 Certificates; notwithstanding the enforceability of payment by anyone
of the destroyed, lost, or stolen Certificates.
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 Certificates.
SECTION 26: Ordinance a Contract - Amendments. 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 Certificate remains Outstanding except as permitted in this
Section and Section 32 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
73582302,171001045315 - 19 -
omission herein. In addition, the City may, with the written consent of Holders holding a majority
in aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind
any of the provisions of this Ordinance; provided that, without the consent of all Holders of
Outstanding Certificates, 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 Certificates, reduce
the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of, premium, if any, or interest on the
Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce
the aggregate principal amount of Certificates required to be held by Holders for consent to any
such amendment, addition, or rescission.
SECTION 27: Sale of the Certificates. Pursuant to a public sale for the Certificates, the
bid submitted by (herein referred to as the "Purchaser") is
declared to be the best bid received producing the lowest true interest cost rate to the City; such
bid is hereby accepted and incorporated herein by reference as a part of this Ordinance for all
purposes and the sale of the Certificates to the Purchaser at the price of par, plus a premium,
net of underwriters discount, of $ is hereby approved and confirmed. Delivery
of the Certificates to the Purchaser shall occur as soon as possible upon payment being made
therefor in accordance with the terms of sale. The terms of sale are hereby declared to be in
the best interest of the City.
SECTION 28: Official Statement. The use of the Preliminary Official Statement in the
offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects,
and the City Council hereby finds that the information and data contained in such Preliminary
Official Statement pertaining to the City and its financial affairs is true and correct in all material
respects and no material facts have been omitted therefrom which are necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
The form and content of the final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Assistant City
Manager, Finance Director, City Secretary and Assistant City Secretary, one or more of such
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 November 13, 2018, in the
offering, sale and delivery of the Certificates to the public.
SECTION 29: Proceeds of Sale. The proceeds of sale of the Certificates excluding
accrued interest, if any, received from the Purchasers, and amounts to pay costs of issuance
and any additional proceeds to be deposited to the Certificate Fund, shall be deposited in a fund
maintained at a City depository bank (the "Construction Fund"). Pending expenditure for
authorized projects and purposes, such proceeds of sale may be invested in authorized
investments in accordance with the provisions of Texas Government Code, Chapter 2256, as
amended, including specifically guaranteed investment contracts permitted by Texas
Government Code, Section 2256.015, et seq., and the City's investment policies and guidelines,
and any investment earnings realized may be expended for such authorized projects and
purposes or deposited in the Certificate Fund as shall be determined by the City Council.
Accrued interest or premium, if any, received from the Purchasers as well as proceeds of sale,
including investment earnings thereon, remaining after completion of all authorized projects or
purposes shall be deposited to the credit of the Certificate Fund.
SECTION 30: Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending the sale
of the Certificates, the investigation by the Attorney General of the State of Texas, including the
73582302,111001045315 -20 -
printing and supply of definitive Certificates, and shall take and have charge and control of the
Initial Certificate(s) pending the approval thereof by the Attorney General and its registration
thereof by the Comptroller of Public Accounts.
Furthermore, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager,
Finance Director, City Secretary and Assistant City Secretary, individually or collectively, are
hereby authorized and directed to furnish and execute such documents and certifications
relating to the City and the issuance of the Certificates, including a certification as to facts,
estimates, circumstances and reasonable expectations pertaining to the use and expenditure
and investment of the proceeds of the Certificates as may be necessary for the approval of the
Attorney General and their registration by the Comptroller of Public Accounts. In addition, such
officials, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar,
are authorized and directed to make the necessary arrangements for the delivery of the Initial
Certificate to the initial purchasers.
SECTION 31: Bond Counsel's Opinion, The Purchasers' obligation to accept delivery of
the Certificates is subject to being furnished a final opinion of Norton Rose Fulbright US LLP,
Dallas, Texas approving the Certificates as to their validity, such opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of
such opinion shall accompany the global certificates deposited with DTC or a reproduction
thereof shall be printed on the definitive Certificates in the event the book-entry-only system
shall be discontinued.
SECTION 32: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving such Certificates as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 33: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the
meanings ascribed to such terms below:
WSRB" 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 2018, financial information and operating data with respect to
the City of the general type included in Official Statement under Tables numbered 1 through 5
and 7 through 14, and (2) if not provided as part of such financial information and operating
data, audited financial statements of the City, when and if available, and in any case within
twelve (12) months after the end of each year ending in or after 2018. Any financial statements
so provided shall (i) be prepared in accordance with the accounting principles described in
Appendix B to the Official Statement, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the
73582302111001045315 - 21 -
City commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within twelve (12) months after any such fiscal year of the City, then the City will provide
unaudited financial statements within such twelve-month period and audited financial
statements when and if such audited financial statements become available.
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
documents 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
Certificates to the MSRB in a timely manner and not more than ten (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 Certificates, or other material events affecting the
tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of
the Certificates, 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
73562302.1!1001045315 - 22 -
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.
(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 for so long as, but only for so long as, the City remains an "obligated person" with
respect to the Certificates 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 Certificate 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 Certificates; 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. Except as expressly
provided within this Section, the City does not undertake to provide any other information,
whether or not it may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects; nor does the City undertake to update any information provided
in accordance with this Section or otherwise. Furthermore, the City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest
in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE 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
73582302.1!1001045315 - 23 -
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 the Certificates in the primary offering
of the Certificates 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 Certificates 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
Certificates. The provisions of this Section may also be amended from time to time or repealed
by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction determines that such provisions are invalid, but only if and to the extent that
reservation of the City's right to do so would not prevent underwriters of the initial public offering
of the Certificates from lawfully purchasing or selling Certificates 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 34: 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 35: 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 36: 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 37: Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
73582302.1/1001045315 - 24 -
SECTION 38: 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 or the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 39: 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 40: Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 41: 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 Texas Government Code, Chapter 551, as amended.
SECTION 42: Effective Date. In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[Remainder of page intentionally left blank]
73582302.1!1001045315 - 25 -
PASSED AND ADOPTED, this November 13, 2018.
CITY OF NORTH RICHLAND HILLS, TEXAS
Mayor
ATTEST:
Assistant City Secretary
(City Seal)
APPROVED AS TO LEGALITY:
City Attorney
APPROVED AS TO CONTENT:
Finance Director
73582302.1 [signature page of Ordinance]
EXHIBIT A
PAYING AGENTIREGISTRAR AGREEMENT
73582302.1 A-1
PAYING AGENT(REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of November 13, 2018 (this "Agreement"), by and
between The Bank of New York Mellon Trust Company, N.A., a banking association duly
organized and existing under the laws of the United States of America (the "Bank") and the City
of North Richland Hills, Texas (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2018" (the "Securities"), dated November 1, 2018, such
Securities scheduled to be delivered to the initial purchasers thereof on or about December 11,
2018; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
73582318,111001045315
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means Hilltop Securities Inc.
"Holder" and "Security Holder' each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association,joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
`Responsible Officer, when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
73582318.111001045315 2
"Security Register' means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar' refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Resent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
First Class/Re istered/Certlfied Express DeliverylCou0er By Hand Only
The Bank of New York The Bank of New York The Bank of New York Mellon
Mellon Trust Company, N.A. Mellon Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register -Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
735$231$,111001045315 3
information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders, The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
73582318.111001045315 4
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed. Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after(i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06,
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents Etc
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
73582318111001045315 5
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent AccountfCollateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
73582318.111001045315 6
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or willful misconduct on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Inter�ader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company' services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment,. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
73582318.1/1001045315 7
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination, This Agreement will terminate(i)on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
73582318,111001045315 8
Section 6.12 No Boycott Israel. To the extent this Agreement is a contract for goods
or services within the meaning of Section 2270.002 of the Texas Government Code, as amended
the Bank hereby verifies that the Bank is a company (as defined in Section 808.001(2), Texas
Government Code) which does not boycott Israel and will not boycott Israel through the term of
this Agreement. For purposes of this verification, "boycott Israel' means refusing to deal with,
terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or
entity doing business in Israel or in an Israeli-controlled territory, but does not include an action
made for ordinary business purposes.
Section 6.13 Iran, Sudan and Foreign Terrorists Organizations. To the extent this
Agreement is a governmental contract, within the meaning of Section 2252.151 of the Texas
Government Code, as amended, the Bank represents that it is not a company (as defined in
Section 2270.0001(2), Texas Government Code) engaged in business with Iran, Sudan, or a
foreign terrorist organization (as defined in Section 2252.151(2), Texas Government Code) and
that it is not on a list prepared and maintained by the Comptroller of Public Accounts of the State
of Texas under Section 2270.0201 or 2252.153, Texas Government Code.
Section 6.14 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
(Remainder of page left blank intentionally.)
73582318.111001045315 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
Attest: Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
Title:
CITY OF NORTH RICHLAND HILLS, TEXAS
By:
Mayor
Address: 4301 City Point Drive
North Richland Hills, Texas 76180
Attest:
City Secretary
73582318.111001045315 Signature Page to Paying Agent/Registrar Agreement
Exhibit B
Forms
(a) Form of Definitive Certificate.
REGISTERED REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATE OF OBLIGATION
SERIES 2018
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.:
November 1, 2018 February 15, 20_
Registered Owner:
Principal Amount: DOLLARS
The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate
and municipal corporation in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity date specified above the
Principal Amount stated above (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 Certificate appearing below (unless this
Certificate 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 Certificate is prior to the initial
interest payment date, in which case it shall bear interest from the date of delivery to the initial
purchasers) 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 August 15 and February 15
of each year, commencing February 15, 2019, until maturity or prior redemption of this
Certificate. Principal of this Certificate is payable at its Stated Maturity or 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; provided, however, while the Certificate is registered to Cede & Co., the payment
of principal upon a partial redemption of the principal amount may be accomplished without
presentation and surrender of this Certificate. Interest is payable to the registered owner of this
Certificate (or one or more Predecessor Certificates, 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
73582302.1 B-1
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 Certificates 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
Certificate 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 Certificate is one of the series specified in its title issued in the aggregate principal
amount of $ to be designated and bear the title "CITY OF NORTH RICHLAND
HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018" (hereinafter referred to as the
"Certificates"), for the purpose of paying contractual obligations to be incurred for (i) street
improvements, including drainage, landscaping, curbs, gutters, sidewalks, entryways, signage,
lighting and traffic signalization incidental thereto and the acquisition of land and rights-of-way
therefor, (ii) park and recreation improvements, including the acquisition of equipment therefor,
(iii) the acquisition of fleet vehicles and equipment for the fire/emergency services department
and public works department, (iv) constructing, acquiring and improving the City's information
technology system, (v) constructing, acquiring, purchasing, renovating, enlarging, equipping,
and improving water and sewer system, including the acquisition of equipment, land and rights-
of-way therefor, and (vi) professional services rendered in relation to such projects and the
financing thereof, under and in strict conformity with the Constitution and laws of the State of
Texas, particularly Texas Local Government Code, Subchapter C of Chapter 271, as amended
and pursuant to an ordinance adopted by the City Council of the City (herein referred to as the
"Ordinance").
[The Certificates having Stated Maturities of February 15 in each of the years 20_,
20_, and 20_ (collectively, the "Term Certificates") shall be subject to mandatory redemption
in part prior to maturity at the redemption price of par and accrued interest to the date of
redemption on the respective dates and in principal amounts as follows:
Term Certificates due February 15, 20 Term Certificates due February 15, 20
Redemption Date Principal Amount ($) Redemption Date Principal Amount t$)
February 15, 20 February 15, 20
February 15, 20 February 15, 20
Term Certificates due February 15 20
Redemption Date Principal Amount f$1
February 15, 20
February 15, 20
Stated maturity.
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates
73582302.111001045315 B-2
within the applicable Stated Maturity to be redeemed on the next following February 15 from
moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term
Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Certificates for a Stated Maturity required to be
redeemed on a mandatory redemption date may be reduced, at the option of the City, by the
principal amount of Term Certificates of like Stated Maturity which, at least 50 days prior to the
mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding
the principal amount of such Term Certificates plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been
redeemed pursuant to the optional redemption provisions set forth below and not theretofore
credited against a mandatory redemption requirement.]
The Certificates having Stated Maturities on and after February 15, 2028 may be
redeemed prior to their Stated Maturities, at the option of the City, in whale 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 August 15, 2027, or on any date thereafter, at the redemption price
of par, together with accrued interest to the date of redemption.
At least thirty (30) days prior to a redemption date, 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 Certificate 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 Certificate (or any portion of its principal sum) shall have been duly called for redemption and
notice of such redemption duly given, then upon the redemption date such Certificate (or the
portion of its principal sum to be redeemed) shall became due and payable, and, if moneys for
the payment of the redemption price and the interest accrued 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, interest shall cease to accrue and be payable from and after the redemption
date on the principal amount redeemed.
In the event a portion of the principal amount of a Certificate 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 Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates 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 Certificate is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such
Certificate to an assignee of the registered owner within forty-five (45) days of the redemption
date therefor; provided, however, such limitation on transferability shall not be applicable to an
exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part.
With respect to any optional redemption of the Certificates, unless moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates 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 such redemption may, at the option of the City, be
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 or such prerequisites are not
satisfied, such notice shall be of no force and effect, the City shall not redeem such Certificates
73582302 111001045315 B-3
and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Certificates have not been redeemed.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and are additionally payable
from and secured by a lien on and limited pledge of the Net Revenues (as defined in the
Ordinance) of the City's combined waterworks and sewer system (the "System"), such lien and
pledge being limited to the amount of$1,000 and being junior and subordinate to the lien on and
pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations"
(identified and defined in the Ordinance) now outstanding and hereafter issued by the City. In
the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the
Certificates are outstanding without limitation as to principal amount but subject to any terms,
conditions or restrictions as may be applicable thereto under law or otherwise, as well as the
right to issue additional obligations payable from the same sources as the Certificates and,
together with the Certificates, equally and ratably secured by a parity lien on and pledge of the
Net Revenues of the System.
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 the provisions of which the
Holder 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 Certificates; the Net Revenues of
the System pledged to the payment of the principal of and interest on the Certificates; the nature
and extent and manner of enforcement of the limited pledge; the terms and conditions relating
to the transfer or exchange of this Certificate; 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 the
tax levy and the liens, pledges, charges and covenants made therein may be discharged at or
prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding
thereunder; and for the other terms and provisions contained therein. Capitalized terms used
herein and not otherwise defined have the meanings assigned in the Ordinance.
This Certificate, 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
Certificates 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, may treat the
registered owner hereof 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
Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its
redemption, In whole or in part, and (iii) on any other date as the owner for all other purposes,
and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of a non-payment of interest on a scheduled payment date,
and for thirty (30) days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received. Notice of the Special Record Date and of the
73582302.1!1001045315 B-4
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 covenanted that the City is duly organized
and legally incorporated under and by virtue of the Constitution and laws of the State of Texas;
that the issuance of the Certificates 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 Certificates 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 Certificates 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 Certificates by the levy of a tax and a pledge of the Net
Revenues of the System as aforestated. In case any provision in this Certificate or any
application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and applications shall not in any way be affected or
impaired thereby. The terms and provisions of this Certificate 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 Certificate to be
duly executed under the official seal of the City.
CITY OF NORTH RICHLAND HILLS, TEXAS
[Mayor][Mayor Pro Tem]
COUNTERSIGNED:
[City Secretary][Assistant City Secretary]
(CITY SEAL)
73582302.111001045315 B-5
(b) Form of Registration Certificate of Comptroller of Public Accounts to
appear on the Initial Certificate oinly.
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 Certificate 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)
(c) Form of Certificate of Paying Agent/Registrar to appear on Definitive
Certificates only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the within-
mentioned Ordinance; the certificate or certificates of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated office of the Paying Agent/Registrar located in East Syracuse, New York
is the Designated Payment/Transfer Office for this Certificate.
The Bank of New York Mellon Trust Company,
N.A., Dallas, Texas
as Paying Agent/Registrar
Registration Date:
By:
Authorized Signature
73582302.111001045315 B-6
(d) 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept
for registration thereof, with full power of substitution in the premises.
DATED;
NOTICE: The signature on this
Signature guaranteed: assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Certificate in every particular.
(e) The Initial Certificate shall be in the form set forth in paragraph (a) of this
Section except that the heading and first paragraph shall be modified as follows:
REGISTERED: REGISTERED:
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATE OF OBLIGATION
SERIES 2018
Certificate Date: November 1, 2018
Registered Owner:
Principal Amount:
The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate
and municipal corporation in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, the above stated Principal Amount on February 15 in
each of the years and in principal installments in accordance with the following schedule:
73582302.1!1001045315 B-7
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from Section 3 hereof}
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest on
the unpaid Principal Amount from the interest payment date next preceding the "Registration
Date" of this Certificate appearing below (unless this Certificate 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 Certificate 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 11, 2018) at the per annum rate(s) 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 of each year, commencing February 15, 2019, until maturity or prior redemption of
this Certificate. Principal installments of this Certificate are payable at the year of maturity or on
a redemption date to the registered owner hereof by The Bank of New York Mellon Trust
Company N.A., Dallas, Texas (the "Paying Agent/Registrar'), upon presentation and surrender
at its designated offices 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 Certificate 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 day of the month next preceding each interest payment date
hereof 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 Certificates 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 Certificate 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.
73582302.171001045315 B-8
fg1tH
NORTH RICHLAND HILLS
CITY COUNCIL MEMORANDUM
FROM: The Office of the City Manager DATE: November 13, 2018
SUBJECT: Consider all matters incident and related to the issuance and sale of
City of North Richland Hills, Texas General Obligation Refunding and
Improvement Bonds, Series 2018, including the adoption of
Ordinance 3548, authorizing the issuance of such bonds and
providing for the redemption of the obligations being refunded.
PRESENTER: Mark Mills, Finance Director
SUMMARY:
City Council is requested to consider all matters incident and related to the issuance
and sale of General Obligation Refunding and Improvement Bonds, Series 2018
("GO's"). The Preliminary Official Statement and Notice of Sale were posted for
consideration by potential bidders on Friday, November 2, 2018. Sealed bids for the
GO's were to be received on Monday, November 12, 2018; however, due to a bond
market closure in observance of Veterans Day, the deadline was moved to Tuesday,
November 13, 2018 at 11 :30 a.m., CST. Council is requested to consider the issuance
and sale of City of North Richland Hills, Texas General Obligation Refunding and
Improvement Bonds, Series 2018, including the adoption of Ordinance 3548.
GENERAL DESCRIPTION:
The proposed GO sale will include $550,000 in new money for 2003 bond election
projects. All of the $550,000 is for street projects — specifically the Davis / Mid Cities
intersection project. The sale will also include about $6,965,000 in refunding bonds.
These bonds will refund the city's Series 2008 Bonds, Series 2009 Bonds, and Series
2009 CO's for debt service savings. Current market conditions in the form of lower
interest rates are favorable to refund (refinance) these previously issued bonds. The
lower interest rates allow the city to save on interest expense over the next several
years.
In preparation for this issuance, the city received ratings from both Moody's and
Standard & Poor's. Moody's has reaffirmed the city's credit rating of Aa2 and Standard
& Poor's has reaffirmed the city's credit rating of AA+; both unchanged since the last
ratings were received in 2017.
TgR.H
NORTH RICHLAND HILLS
Staff requests Council to consider the approval of an ordinance prepared by the city's
bond counsel, North Rose Fulbright US LLP. A draft, prior to the receipt of responses to
the Preliminary Official Statement and Notice of Sale, has been enclosed. The
ordinance also authorizes all necessary actions associated with the transaction. If
approved, the closing and delivery of funds would occur on or around December 11 ,
2018.
RECOMMENDATION:
Approve Ordinance 3548, authorizing the issuance and sale of City of North Richland
Hills, Texas General Obligation Refunding and Improvement Bonds, Series 2018,
providing for the redemption of the obligations being refunded, and all incident and
related matters.
................................... ............................
ORDINANCE NO
AUTHORIZING THE ISSUANCE OF
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS,
SERIES 2018
ADOPTED: November 13, 2018
73582349.111001045315
TABLE OF CONTENTS
-~
Section 1: Authorization - Designation - Principal Amount - Purpose............. ....... 2
Section Fully Registered Obligations - Bond Date -Authorized
Denominations-Stated Maturities - Interest RGt8S~, ... .........................2
Section 3: Terms Uf Payment - Paying Aoe isdrGr........-----,.--3
Section4: Redernotkon . .................. ........ . ................. ........................--.,... 4
Section 5: Registration `Transfer- Exchange Vf Bonds - Predecessor Bonds... .....S
Section 6: Book-Entry-(}U|y Transfers and Transactions..... —........... ...... ....,6
Section 7: Execution - Registration..... --...............................-7
Section 8: Initial Bnnd/y\......-----................................................ ....7
Section9: Forms ....... .................. ,—..,......... .......................... ........8
Section 10: Levy of Taxes ... ..,... .................................. ................... .... 8
Section 11: Mutilated - Destroyed - Lost and Stolen Bonds........—................... .......9
Section 12: Satisfaction of Obligation of City ................................................... .. _9
Section 13: Ordinance @ Contract -Amendments ~ Outstanding BO0dS---- 10
Section 14: Covenants to Maintain Tax-Exempt StGtUS ............ ....___............. 11
Section 15: Sale of Bonds—Official Statement Approval . ....... .....,..—. ...... 14
Section 16: Special Escrow Agreement Approval and Execution........... . ............. 14
Section 17: Control and Custody of Bonds .... ...... ............ .... ................... ..... ... 15
Section 18: Proceeds 0f Sale ... ............. ................................................................ 15
Section 19: Redemption Vf Refunded Obligations ------------.---.. 15
Section 20: Notices k) Holders ~Waiver ........— ........— .......... ..................... ....... 16
Section 21: Can09UotiOD. .............,.....— ...............—,..— ................ 16
Section 22: Legal [>pinion...... ........................ ....... ..................... .......... ...... 1G
Section 23: CUS|P Numbers... .............,.....,................ .... . ......... ... 17
Section 24: Benefits Cf Ordinance .........................................................................' 17
Section 25: Inconsistent Provisions ....................................................................- 17
Section 26: Governing Law.... ..........................___.... ............... -- ............... 17
Section 27: Effect 0f Headings .... ................. .............--.......... 17
Section 28: Construction of ................,........ ............. 17
Section 29: Continuing Disclosure \]nd8rtaking........... 17
Section 30: Sev8nGbi|itv.,................... ........................... ...... ..........., ...........20
Section 31: Further Procedures...—.—................ ....... ........ — ....... 20
Section 32: Incorporation 0f Findings and Determinations..... ..............,2D
735823*91n001045315 i
TABLE OF CONTENTS
(continued)
Page
Section 33, Public Meeting - .... ... ....... ................. .....20
Section 34. Effective Date .......................................................................................20
73582349.171001045315 II
ORDINANCE NO.
AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND
HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BONDS, SERIES 2018"; specifying the terms and
features of said bonds; levying a continuing direct annual ad valorem tax
for the payment of said bonds; and resolving other matters incident and
related to the issuance, sale, payment and delivery of said bonds, including
the approval and execution of a Paying Agent/Registrar Agreement and an
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
$7,755,000 (collectively, the "Refunded Obligations") more particularly described as follows:
(1) City of North Richland Hills, Texas, General Obligation Bonds, Series 2008,
dated April 15, 2008, scheduled to mature on February 15 in each of the years
2020 through 2028, and aggregating in the principal amount of $1,870,000 (the
"Series 2008 Refunded Bonds");
(2) City of North Richland Hills, Texas, Tax and Waterworks and Sewer
System (Limited Pledge) Revenue Certificates of Obligation, Series 2009, dated
May 1, 2009, scheduled to mature on February 15 in each of the years 2020
through 2029, and aggregating in the principal amount of$3,040,000 (the "Series
2009 Refunded Certificates");
(3) City of North Richland Hills,Texas, General Obligation Bonds, Series 2009,
dated May 1, 2009, scheduled to mature on February 15 in each of the years 2020
through 2029, and aggregating in the principal amount of$2,845,000 (the "Series
2009 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 $ in debt
service payments on such indebtedness and further provide net present value savings of
approximately $ ; 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 heretofore issued
and being issued pursuant to this ordinance and amounts remaining to be issued subsequent
hereto being as follows:
735823491/1001045315
Date of Amount Previously Amount Being Premium Unissued
Election Purpose Authorenzed,,, Issued Issued Applied t$1' aa,lance f$1
2-1-03 Street Improvements 30,010,000 25,760,000 $ $_ 3,700,000
2-1-03 Drainage Improvements 4.000.000 3.840,000 -0- -0- 160,00
34,010,000 29,600,000 $ $ 3,860,000
* Premium in the amount of$ which the City has allocated to and applied against the voted authorization referenced in the
above table results in a total amount of$550,000 allocated to and applied against the voted authorization.
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,
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 $ , to be designated and bear the title "CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS, SERIES 2018" (hereinafter referred to as the"Bonds"),forthe 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) for permanent public
improvements and public purposes, to wit: street improvements, including traffic signalization,
drainage incidental thereto and the acquisition of land and right-of-way therefor, 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 November 1, 2018 (the "Bond Date"), shall be in denominations of $5,000 or any
integral multiple (within a Stated Maturity) thereof, and shall become due and payable on
February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear
interest at the rates per annum in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount ($) Rates
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
73582349.111001045315 2
2034
2035
2036
2037
2038
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery to
the initial purchaser (anticipated to be December 11, 2018) at the rates 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, 2019, until maturity or prior 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 Tern 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, 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
73582349.171001045315 3
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 maturing on and after February 15, 2028, may
be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part, from
time to time, 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 August 15, 2027, or on any date thereafter, at
the redemption price of par, together with accrued interest to the date of redemption.
At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter
notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the
Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated
Maturity to be redeemed, and the date of redemption therefor.
(a) Mandatory Redemption. The Bonds having a Stated Maturity of February 15, 20_
and February 15, 20_ (the "Term Bonds") shall be subject to mandatory redemption in part
prior to maturity at the redemption price of par and accrued interest to the date of redemption on
the respective dates and in principal amounts as follows:
Term Bonds due February 15, 20_ Term Bonds Due February 15, 20_
Redem ti n Date Principal Amount Redemptbon Date Ptincipal Amount
February 15, 20_ $ February 15, 20_ $
February 15, 26— February 15, 20_ $
February 15, 20_ $ February 15, 20_ $
February 15, 20_(maturity) $ February 15, 20_(maturity) $
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds within the
applicable Stated Maturity to be redeemed on the next following February 15 from moneys set
aside for that purpose in the Interest and Sinking Fund (as hereinafter defined). Any Term Bond
not selected for prior redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Bonds for a Stated Maturity required to be redeemed on
a mandatory redemption date may be reduced, at the option of the City, by the principal amount
of Term Bonds of like Stated Maturity which, at least fifty (50) days prior to the mandatory
redemption date, (1) shall have been acquired by the City at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered
to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the
optional redemption provisions set forth in subsection (a) of this Section and not theretofore
credited against a mandatory redemption requirement.
73582349.111001045315 4
(b) Selection of Bonds for Redemption. If less than all of the Outstanding (as defined
herein) Bonds are to be redeemed on a redemption date, the City may select the Stated Maturity
or Stated Maturities of Bonds to be redeemed. 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 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, the City shall cause a notice of redemption to 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) state that the
Bands, 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, provided moneys sufficient for the payment of such Band (or 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 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 of
the Bonds. If a Bond is subject by its terms to prior redemption and has been called for redemption
or notice of redemption 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.
(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 such 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 any other prerequisites set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption are not satisfied or
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 Holders 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 Paying Agent/Registrar at the Designated
Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
73582349.111001045315 5
Upon surrender of any Bond (other than the Initial Bonds) referenced in Section 8 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Bonds of authorized denominations and having the same Stated Maturity and
of a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
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.
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 herein relating to the payment, redemption, 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 such Bonds for its participants (the"DTC Participants"). While the Bonds
73582349.111001045315 6
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 decides to discontinue use of the system of book-entry transfers through DTC,
the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in
definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants
and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be
assigned, transferred and exchanged on the Security Register maintained by the Paying
Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of
Sections 3, 4, and 5 hereof.
Section 7: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor or Mayor Pro Tern 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 date of the adoption of this
Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that such
individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds
to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and
transfers, all as authorized and provided in 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 Exhibit B, 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 Exhibit B, 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 stated in Section 1 hereof
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.
73582349.111001045315 7
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 Exhibit B 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 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.
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 2018 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 Tem, City Manager, Assistant City Manager, Finance Director, 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 accrues
or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be
made in such manner as will cause collected funds to be deposited with the Paying
Agent/Registrar on or before each principal and interest payment date for the Bonds.
Section 11: Mutilated - Destroyed - Last and Stolen Bonds. In case any Bond shall be
mutilated, 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
735823491/1001045315 8
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,
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 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 all necessary and proper fees, compensation, and expenses of the Paying Agent/Registrar
and 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 and. The City reserves the right, subject to satisfying
the requirements of (i) and/or (ii) above, to substitute other Government Securities for the
Government Securities originally deposited, to reinvest the uninvested moneys on deposit for
such defeasance and to withdraw for the benefit of the City moneys in excess of the amount
required for such defeasance. After firm banking and financial arrangements for the discharge
and final payment of the Bonds have been made as described above, all rights of the City to
initiate proceedings to call the Bonds for redemption or take any other action amending the terms
of this Ordinance are extinguished; provided, however, that the right to call the Bonds for
redemption is not extinguished if the City: (1) in the proceedings providing for the firm banking
and financial arrangements, expressly reserves the right to call the Bonds for redemption;
(2) gives notice of the reservation of that right to the Holders of the Bands immediately following
the making of the payment arrangements; and (3) directs that notice of the reservation be included
in any redemption notices that it authorizes. The City covenants that no deposit of moneys or
Government Securities will be made under this Section and no use made of any such deposit
which would cause the Certificates 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.
73582349.111001045315 9
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, 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", as used herein, 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 and (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.
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, 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:
(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.
73582349.111001045315 10
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,
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.
73582349.111001045315 1 1
(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.
(f} Not Federal) Guarantoed. 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.
73582349111001045315 12
(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
(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.
73582349.111001045315 13
0) 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 Refunded Bonds in
that the Refunded Bonds are to be paid and redeemed in full within 90 days of the delivery date
of the Bonds.
(1) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Assistant City Manager, Finance Director, City Secretary and Assistant 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 —Official Statement Approval. Pursuant to a public sale for
the Bonds, the bid submitted by
(herein referred to collectively as the"Purchaser") is declared to
be the best bid received producing the lowest true interest cost rate to the City, and the sale of
the Certificates to said Purchaser at the price of par plus a cash premium of $
and accrued interest, is hereby determined to in the best interests of the City and is approved and
confirmed. Delivery of the Bonds to the Purchaser shall occur as soon as possible upon payment
being made therefore in accordance with the terms of the sale. The initial Bond shall be registered
in the name as provided in the winning bid form..
Furthermore, the use of the Preliminary Official Statement by the Purchaser in connection
with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all
respects. The final Official Statement, which reflects the terms of sale (together with such
changes approved by the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance
Director, City Secretary or Assistant City Secretary, any one or more of such officials), shall be
and is hereby in all respects approved and the Purchaser is hereby authorized to use and
distribute such final Official Statement, dated November 13, 2018 in the reoffering, sale and
delivery of the Bonds to the public. The Mayor and City Secretary are further authorized to deliver,
for and on behalf of the City, copies of such Official Statement in final form as may be required
by the Purchaser, and such final Official Statement in the form and content executed by such
officials shall be deemed to be approved by the City Council and constitute the Official Statement
authorized for distribution and use by the Purchaser.
Section 16: Escrow Agreement Approval and Execution. The"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 Tem 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.
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
73582349.111001045315 14
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 2018 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 or Mayor Pro Tern 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 Purchaser.
Section 18: Proceeds of Sale. Immediately following the delivery of the Bonds,
$ 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 and premium in the amount of$ ) 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 Purchaser) deposited in the Interest and Sinking Fund as shall be determined
by the City Council of the City.
Additionally, on or immediately prior to the date of the delivery of the Bonds to the
Purchaser, the Finance Director shall cause to be transferred in immediately available funds to
the Escrow Fund from moneys on deposit in the interest and sinking funds maintained for the
payment of the Refunded Obligations the sum of$ to accomplish the refunding.
Section 19: Redemption of Refunded Obligations.
(a) The Series 2008 Refunded Bonds shall be redeemed and the same are hereby
called for redemption on December 18, 2018, 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., in accordance with the
redemption provisions applicable to such bonds; 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.
(b) The Series 2009 Refunded Certificates shall be redeemed and the same are
hereby called for redemption on February 15, 2019, 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., in
accordance with the redemption provisions applicable to such certificates; 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 Series 2009 Refunded Bonds shall be redeemed and the same are hereby called for
redemption on February 15, 2019, at the price of par and accrued interest to the date of
73582349.1/1001045315 15
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., in accordance with the
redemption provisions applicable to such bonds; such suggested form of notice of redemption
being attached hereto as Exhibit F and incorporated herein by reference as a part of this
Ordinance for all purposes.
(c) 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 Purchaser to accept delivery of the
Bonds is subject to being furnished a final legal opinion of Norton Rose Fulbright US LLP, Dallas,
Texas ("Bond Counsel") approving such Bonds as to their validity, such opinion to be dated and
delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction
of such opinion is hereby authorized to be printed on or attached to the definitive Bonds or an
executed counterpart thereof shall accompany the Bonds deposited with DTC. The engagement
of Bond Counsel as bond counsel to the City is hereby approved, ratified and confirmed.
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
73582349.111001045315 16
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 of
reference 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 Reorks. The City shall provide annually to the MSRB (1)within six months
after the end of each fiscal year, beginning in or after 2018, financial information and operating
data with respect to the City of the general type included in Official Statement under Tables
numbered 1 through 5 and 7 through 14, and (2) if not provided as part of such financial
information and operating data, audited financial statements of the City, when and if available,
and in any case within twelve (12) months after the end of each year ending in or after 2018. Any
financial statements so provided shall (i) be prepared in accordance with the accounting principles
described in Appendix B to the Official Statement, or such other accounting principles as the City
may be required to employ from time to time pursuant to state law or regulation, and (ii) audited,
if the City commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete within
twelve (12) months after any such fiscal year of the City, then the City will provide unaudited
financial statements within such twelve-month period and audited financial statements when and
if such audited financial statements become available
73582349.111001045315 17
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 website 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 ten (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;
S. 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.
735823491/1001045315 18
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section while, but only while, the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that the City
in any event will give the notice required by subsection (c) hereof of any Bond calls and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the City, but only if(1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interests
of the Holders and beneficial owners of the Bonds. The provisions of this Section may also be
amended from time to time or repealed by the City if the SEC amends or repeals the applicable
provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid,
but only if and to the extent that reservation of the City's right to do so would not prevent
73582349.111001045315 19
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) hereof
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 City 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 Tem, City
Manager, Assistant City Manager, Finance Director, 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,
Finance Director, 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 City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
Section 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 Texas Government Code, Chapter 551, as amended.
Section 34: Effective Date. In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[remainder of page left blank intentionally]
73582349.1/1001045315 20
PASSED AND APPROVED, this November 13, 2018.
CITY OF NORTH RICHLAND HILLS, TEXAS
Mayor
ATTEST:
Assistant City Secretary
(City Seal)
APPROVED AS TO LEGALITY:
City Attorney
(City Seal)
APPROVED AS TO CONTENT,
Finance Director
[signature page of Ordinance]
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
735 82349.111001045315 A-1
PAYING AGENTIREGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of November 13, 2018 (this "Agreement"), by and
between The Bank of New York Mellon Trust Company, N.A., a banking association duly
organized and existing under the laws of the United States of America (the "Bank") and the City
of North Richland Hills, Texas (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
North Richland Hills,Texas, General Obligation Refunding and Improvement Bonds, Series 2018"
(the"Securities"), dated November 1, 2018, such Securities scheduled to be delivered to the initial
purchasers thereof on or about December 11, 2018; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
73582336.1!1001045315
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means Hilltop Securities Inc.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association,joint stock company,trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer', when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
73582336.111001045315 2
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar' refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
First Class/Registered/Certified, Express Delivery/Courier By Hand Only
The Bank of New York The Bank of New York The Bank of New York Mellon
Mellon Trust Company, N.A. Mellon Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document,
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register -Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
73582336.111001045315 3
information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Securit y Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
73582336.111001045315 4
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
73582336.1/1001045315 5
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
73582336.111001045315 6
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank far, and hold it harmless against, any loss, liability, or expense incurred without
negligence or willful misconduct on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
73582336.111001045315 7
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severabilit . In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts, This Agreement may be executed in any number of
counterparts, each of) ich shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate(i)on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
73582336.1/1041045315 8
Section 6.12 No Boycott Israel. To the extent this Agreement is a contract for goods
or services within the meaning of Section 2270.002 of the Texas Government Code, as amended
the Bank hereby verifies that the Bank is a company (as defined in Section 808.001(2), Texas
Government Code) which does not boycott Israel and will not boycott Israel through the term of
this Agreement. For purposes of this verification, "boycott Israel' means refusing to deal with,
terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or
entity doing business in Israel or in an Israeli-controlled territory, but does not include an action
made for ordinary business purposes.
Section 6.13 Iran. Sudan and Foreign Terrorists Organizations. To the extent this
Agreement is a governmental contract, within the meaning of Section 2252.151 of the Texas
Government Code, as amended, the Bank represents that it is not a company (as defined in
Section 2270.0001(2), Texas Government Code) engaged in business with Iran, Sudan, or a
foreign terrorist organization (as defined in Section 2252.151(2), Texas Government Code) and
that it is not on a list prepared and maintained by the Comptroller of Public Accounts of the State
of Texas under Section 2270.0201 or 2252.153, Texas Government Code.
Section 6.14 Governing Lamy. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
73582336.111001045315 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
Attest: Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
Title:
CITY OF NORTH RICHLAND HILLS, TEXAS
By:
Mayor
Address: 4301 City Point Drive
North Richland Hills, Texas 76180
Attest:
City Secretary
73582336.1/1001645315 Signature Page to Paying Agent/Registrar Agreement
EXHIBIT B
FORMS
(a) Form of Definitive Bonds.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2018
Bond Date: Interest Rate; Stated Maturity CUSIP No:
November 1, 2018 % February 15, 20_
Registered Owner:
Principal Amount:
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 11, 2018) 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, 2019, 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 PaymentfTransfer
Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its
successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor
Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the"Security
Register" maintained by the Paying Agent/Registrar at the close of business on the"Record Date',
which is the last business day of the month next preceding each interest payment date, and
interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class
postage prepaid, to the address of the registered owner recorded in the Security Register or by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at 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
73532349 1/1001045315 B-1
institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due. All payments of principal of, premium, if
any, and interest on this Bond shall be without exchange or collection charges to the owner hereof
and in any coin or currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $ (herein referred to as the 'Bonds') for the purpose of providing funds for
(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) for permanent public
improvements and public purposes, to wit: street improvements, including traffic signalization,
drainage incidental thereto and the acquisition of land and right-of-way therefor, 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 the dates hereinafter identified (the "Term Bonds") are subject to
mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
Term Bonds due February 15, 20_ Term Bonds Due February 15, 20_
Redemption Pruncipal_Prnaunt RadempRian Date PrinapalAmount
February 15, 20_ $ February 15, 20_ $
February 15, 20_ $ February 15, 20_
February 15, 20_ $ February 15, 20_
February 15, 20_(maturity) February 15, 20_(maturity)
The particular Term Bonds to be redeemed on each redemption date shall be chosen by
lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds
for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced,
at the option of the City, by the principal amount of Term Bonds of like maturity which, at least 50
days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been
redeemed pursuant to the optional redemption provisions appearing below and not theretofore
credited against a mandatory redemption requirement.
The Bonds maturing on and after February 15, 2028, 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 August 15, 2027, or on any date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption.
At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States mail, first-class, postage
prepaid, to the registered owners of each Bond to be redeemed at the address shown on the
Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Band (or any portion of its principal sum) shall have been duly called for
73582349.111001045315 B-2
redemption and notice of such redemption duly given,then upon such redemption date such Bond
(or the portion of its principal sum to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor; provided moneys for
the payment of the redemption price and the interest on the principal amount to be redeemed to
the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that such 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 or such prerequisites are not satisfied, 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
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.
73582349.111001045315 B-3
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 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.
CITY OF NORTH RICHLAND HILLS, TEXAS
[Mayor][Mayor Pro Tem]
COUNTERSIGNED;
[City Secretary][Assistant City Secretary]
(CITY SEAL)
73582349111001045315 B-4
(b) 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)
(c) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar in East Syracuse, New York is the
"Designated Payment/Transfer Office" for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Registration date:
By:
Authorized Signature
73582349.1/1001045315 B-5
(d) 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.
(e) The Initial Bond(s) shall be in the farm set forth in subsection (a) of this Exhibit,
except that the form of the single fully registered Initial Bond shall be modified as follows:
REGISTERED REGISTERED
NO. T-1 $ ,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2018
Bond Date: November 1, 2018
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:
YEAR OF STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS L_ RATE (%)
(Information to be inserted from schedule in Section 2 hereof).
73582349.1!1001045315 B-6
(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 11, 2018) 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, 2019, 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
AgenURegistrar 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..
73582349.1/1001045315 B-7
EXHIBIT C
ESCROW AGREEMENT
73582349.111001045315 C-1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement'), made and entered into as of
November 13, 2018, by and between the City of North Richland Hills, Texas, a governmental
agency, body politic and corporate and political subdivision of the State of Texas in Tarrant
County (the "City"), and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the
"Escrow Agent'), a national banking association organized and existing under the laws of the
United States of America,
WITNESSETH :
WHEREAS, the City Council of the City has heretofore issued, sold, and delivered and
there is currently outstanding obligations in the aggregate principal amount of $7,755,000 of the
following issues or series (hereinafter collectively referred to as the 'Refunded Obligations"), to
wit:
(1) City of North Richland Hills, Texas, General Obligation Bonds,
Series 2008, dated April 15, 2008, scheduled to mature on February 15 in each
of the years 2020 through 2028, and aggregating in the principal amount of
$1,870,000 (the "Series 2008 Refunded Bonds");
(2) City of North Richland Hills, Texas, Tax and Waterworks and
Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2009,
dated May 1, 2009, scheduled to mature on February 15 in each of the years
2020 through 2029, and aggregating in the principal amount of $3,040,000 (the
"Series 2009 Refunded Certificates");
(3) City of North Richland Hills, Texas, General Obligation Bonds,
Series 2009, dated May 1, 2009, scheduled to mature on February 15 in each of
the years 2020 through 2029, and aggregating in the principal amount of
$2,845,000 (the "Series 2009 Refunded Bonds"); and
WHEREAS, in accordance with the provisions of Texas Government Code, Chapter
1207, as amended (the "Act'), the City is authorized to sell refunding bonds in an amount
sufficient to provide for the payment of the Refunded Obligations, deposit the proceeds of such
refunding bonds with any place of payment for the obligations being refunded, or other
authorized depository, and enter into an escrow or similar agreement with such place of
payment for the safekeeping, investment, reinvestment, administration and disposition of such
deposit, upon such terms and conditions as the parties may agree, provided such deposits may
be invested only (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 and (iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and on the date of their acquisition
or purchase by the City, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent (hereinafter called "Governmental Securities") that
mature and/or bear interest payable at such times and in such amounts as will be sufficient to
provide for the scheduled payment of the Refunded Obligations; and
73582713.1/1001045315
WHEREAS, the Refunded Obligations are scheduled to mature, or be redeemed, and
interest thereon is payable on the dates and in the manner set forth in Exhibit A attached hereto
and incorporated herein by reference as a part of this Agreement for all purposes; and
WHEREAS, the City on the 121' day of November, 2018 pursuant to an ordinance (the
"Ordinance") finally passed and adopted by the City Council, authorized the issuance of bonds
known as "City of North Richland Hills, Texas, General Obligation Refunding and Improvement
Bonds, Series 2018" (the 'Bonds"), and such Bonds are being issued to refund, discharge and
make final payment of the principal of and interest on the Refunded Obligations pursuant to the
Ordinance; and
WHEREAS, upon the delivery of the Bonds, the proceeds of sale, together with other
available funds of the City to be deposited with the Escrow Agent, are to be used in part to
purchase the Governmental Securities listed and identified in Exhibit B attached hereto and
incorporated herein by reference as a part of this Agreement for all purposes (together with
substituted securities therefor in accordance with the provisions of Section 11 hereof hereinafter
referred to as the "Escrowed Securities") ; and
WHEREAS, the Escrowed Securities shall be held and deposited to the credit of the
"Escrow Fund" to be established and maintained by the Escrow Agent in accordance with this
Agreement; and
WHEREAS, the Escrowed Securities, together with the beginning cash balance in the
Escrow Fund, shall mature and the interest thereon shall be payable at such times to insure the
existence of monies sufficient to pay the principal amount of the Refunded Obligations and the
accrued interest thereon, as the same shall become due in accordance with the terms of the
ordinances authorizing the issuance of the Refunded Obligations and as set forth in Exhibit A
attached hereto; and
WHEREAS, the City has completed all arrangements for the purchase of the Escrowed
Securities listed in Exhibit B and the deposit and credit of the same to the Escrow Fund as
provided herein; and
WHEREAS, the Escrow Agent is a banking association organized and existing under the
laws of the United States of America, possessing trust powers and is fully qualified and
empowered to enter into this Agreement; and
WHEREAS, in Section 16 of the Ordinance, the City Council duly approved and
authorized the execution of this Agreement; and
WHEREAS, the City and the Escrow Agent, as the case may be, shall take all action
necessary to call, pay, redeem and retire said Refunded Obligations in accordance with the
provisions thereof, including, without limitation, all actions required by the ordinances
authorizing the Refunded Obligations, the Act, the Ordinance and this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and
to secure the payment of the principal of and the interest on the Refunded Obligations as the
same shall become due, the City and the Escrow Agent hereby mutually undertake, promise
and agree as follows:
73582713.111001045315 2
SECTION 1: Receipt of Refunded Obligations Ordinances. Receipt of true and correct
copies of the ordinances authorizing the issuance of the Refunded Obligations and the
Ordinance are hereby acknowledged by the Escrow Agent. Reference herein to or citation
herein of any provision of said documents shall be deemed an incorporation of such provision
as a part hereof in the same manner and with the same effect as if it were fully set forth herein.
FURTHERMORE, the Escrow Agent acknowledges receipt of a copy of the Ordinance
which provides for the redemption of the (i) Series 2008 Refunded Bonds on December 18,
2018 at the price of par plus accrued interest to the date of redemption and (ii) the Series 2009
Refunded Bonds and Series 2009 Refunded Certificates on February 15, 2019 at the price of
par plus accrued interest to the date of redemption; all in accordance with the provisions of the
notice requirements applicable to said Refunded Obligations and the notice requirements
contained in the ordinances authorizing the issuance of the Refunded Obligations.
The Escrow Agent, as paying agent/registrar for the Refunded Obligations, agrees to
cause a notice of redemption pertaining thereto to be sent to the registered owners thereof
appearing on the registration books at least thirty (30) days prior to the respective redemption
dates therefor.
SECTION 2: Escrow Fund Creation/Funding. There is hereby created by the City with
the Escrow Agent a special segregated and irrevocable trust fund designated "CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018
ESCROW FUND" (hereinafter called the "Escrow Fund") for the benefit of the holders of the
Refunded Obligations, and, immediately following the delivery of the Bonds, the City agrees and
covenants to cause to be deposited with the Escrow Agent the following:
$ for the purchase of the Escrowed Securities listed in
Exhibit B to be held for the account of the Escrow
Fund;
$� for deposit in the Escrow Fund as a beginning cash
balance.
The Escrow Agent hereby accepts the Escrow Fund and further agrees to receive said
moneys, apply the same as set forth herein, and to hold the cash and Escrowed Securities
deposited and credited to the Escrow Fund for application and disbursement for the purposes
and in the manner provided in this Agreement.
SECTION 3: Escrow Fund Sufficiency Warranty, The City hereby represents that the
cash and Escrowed Securities, together with the interest to be earned thereon, deposited to the
credit of the Escrow Fund will be sufficient to pay the principal of and premium and interest on
the Refunded Obligations as the same shall become due and payable, and such Refunded
Obligations, and the interest thereon, are to mature or be redeemed and shall be paid at the
times and in the amounts set forth and identified in Exhibit A attached hereto.
SECTION 4: Pledge of Escro . The Escrow Agent agrees that all cash and Escrowed
Securities, together with any income or interest earned thereon, held in the Escrow Fund shall
be and is hereby irrevocably pledged to the payment of the principal of and interest on the
Refunded Obligations which will mature and become due on and after the date of this
Agreement, and such funds initially deposited and to be received from maturing principal and
73582713.1/1001045315 3
interest on the Escrowed Securities in the Escrow Fund shall be applied solely in accordance
with the provisions of this Agreement.
SECTION 5: Escrow Insufficiency. If, for any reason, at any time, the funds on hand in
the Escrow Fund shall be insufficient to make the payments set forth in Exhibit A attached
hereto, as the same becomes due and payable, notice of any such insufficiency shall be
immediately given by the Escrow Agent to the City by the fastest means possible, but neither
the Escrow Agent nor the City shall in any manner be responsible for any insufficiency of funds
in the Escrow Fund.
SECTION 6: Escrow Fund Securities/Segregation. The Escrow Agent shall hold said
Escrowed Securities and moneys in the Escrow Fund at all times as a special and separate
trust fund for the benefit of the holders of the Refunded Obligations, wholly segregated from
other moneys and securities on deposit with the Escrow Agent; shall never commingle said
Escrowed Securities and moneys with other moneys or securities of the Escrow Agent; and
shall hold and dispose of the assets therein only as set forth herein. Nothing herein contained
shall be construed as requiring the Escrow Agent to keep the identical moneys, or any part
thereof, in said Escrow Fund, if it is impractical, but moneys of an equal amount, except to the
extent such are represented by the Escrowed Securities, shall always be maintained on deposit
in the Escrow Fund by the Escrow Agent and a special account evidencing such facts shall at all
times be maintained on the books of the Escrow Agent.
SECTION 7: Escrow Fund Collections/Payments. The Escrow Agent shall from time to
time collect and receive the principal of and interest on the Escrowed Securities as they
respectively mature and become due and credit the same to the Escrow Fund. On or before
each principal and/or interest payment date or redemption date, as the case may be, for the
Refunded Obligations shown in Exhibit A attached hereto, the Escrow Agent, without further
direction from anyone, including the City, shall cause to be withdrawn from the Escrow Fund the
amount required to pay the accrued interest on the Refunded Obligations due and payable on
said payment date and the principal of the Refunded Obligations due and payable on said
payment date or redemption date, as the case may be, and the amount withdrawn from the
Escrow Fund shall be immediately transmitted and deposited with the paying agent for the
Refunded Obligations to be paid with such amount. The paying agent for the Refunded
Obligations is the Escrow Agent.
If any Refunded Obligations or interest coupon thereon shall not be presented for
payment when the principal thereof or interest thereon shall have become due, and if cash shall
at such times be held by the Escrow Agent in trust for that purpose sufficient and available to
pay the principal of such Refunded Obligations and interest thereon it shall be the duty of the
Escrow Agent to hold said cash without liability to the holder of such Refunded Obligations for
interest thereon after such maturity or redemption date, in trust for the benefit of the holder of
such Refunded Obligations, who shall thereafter be restricted exclusively to said cash for any
claim of whatever nature on his part on or with respect to said Refunded Obligations, including
for any claim for the payment thereof and interest thereon. All cash required by the provisions
hereof to be set aside or held in trust for the payment of the Refunded Obligations, including
interest thereon, shall be applied to and used solely for the payment of the Refunded
Obligations and interest thereon with respect to which such cash has been so set aside in trust.
Subject to the provisions of the last sentence of Section 25 hereof, cash held by the
Escrow Agent in trust for the payment and discharge of any of the Refunded Obligations and
interest thereon which remains unclaimed for a period of three (3) years after the stated maturity
735327131/1001045315 4
date or redemption date of such Refunded Obligations shall be returned to the City.
Notwithstanding the above and foregoing, any remittance of funds from the Escrow Agent to the
City shall be subject to any applicable unclaimed property laws of the State of Texas.
SECTION 8: Disposal of Refunded Obligations. All Refunded Obligations cancelled on
account of payment by the Escrow Agent shall be cremated or otherwise destroyed by the
Escrow Agent, and an appropriate certificate of destruction furnished the City.
SECTION 9: Escrow Fund Encumbrance. The escrow created hereby shall be
irrevocable and the holders of the Refunded Obligations shall have an express lien on all
moneys and Escrowed Securities in the Escrow Fund until paid out, used and applied in
accordance with this Agreement.
Unless disbursed in payment of the Refunded Obligations, all funds and the Escrowed
Securities received by the Escrow Agent for the account of the City hereunder shall be and
remain the property of the Escrow Fund and the City and the owners of the Refunded
Obligations shall be entitled to a preferred claim and shall have a first lien upon such funds and
Escrowed Securities enjoyed by a trust beneficiary. The funds and Escrowed Securities
received by the Escrow Agent under this Agreement shall not be considered as a banking
deposit by the City and the Escrow Agent and the City shall have no right or title with respect
thereto, except as otherwise provided herein. Such funds and Escrowed Securities shall not be
subject to checks or drafts drawn by the City.
SECTION 10: Absence of Claim/Lien on Escrow Fund. The Escrow Agent shall have no
lien whatsoever upon any of the moneys or Escrowed Securities in the Escrow Fund for
payment of services rendered hereunder, services rendered as paying agent/registrar for the
Refunded Obligations, or for any costs or expenses incurred hereunder and reimbursable from
the City.
SECTION 11: Substitution/Reinvestments. The Escrow Agent shall be authorized to
accept initially and temporarily cash and/or substituted Governmental Securities pending the
delivery of the Escrowed Securities identified in the Exhibit B attached hereto, or shall be
authorized to redeem the Escrowed Securities and reinvest the proceeds thereof, together with
other moneys held in the Escrow Fund in Governmental Securities, provided such early
redemption and reinvestment of proceeds does not change the repayment schedule of the
Refunded Obligations appearing in Exhibit A and the Escrow Agent receives the following:
(1) an opinion by an independent certified public accountant to the
effect that (i) the initial and/or temporary substitution of cash and/or securities for
one or more of the Escrowed Securities identified in Exhibit B pending the receipt
and delivery thereof to the Escrow Agent or (ii) the redemption of one or more of
the Escrowed Securities and the reinvestment of such funds in one or more
substituted Governmental Securities, together with the interest thereon and other
available moneys then held in the Escrow Fund, will, in either case, be sufficient
without reinvestment to pay, as the same become due in accordance with
Exhibit A, the principal of, and interest on, the Refunded Obligations which have
not previously been paid, and
(2) with respect to an early redemption of Escrowed Securities and
the reinvestment of the proceeds thereof, an unqualified opinion of nationally
recognized municipal bond counsel to the effect that (a) such investment will not
735827131/1001045315 5
cause interest on the Bonds or Refunded Obligations to be included in the gross
income for federal income tax purposes, under the Code and related regulations
as in effect on the date of such investment, or otherwise make the interest on the
Bonds or the Refunded Obligations subject to Federal income taxation and (b)
such reinvestment complies with the Constitution and laws of the State of Texas
and with all relevant documents relating to the issuance of the Refunded
Obligations and the Bonds.
(b) If on the date and in the amount shown in Exhibit C attached hereto there exists
cash in the Escrow Fund, the Escrow Agent and the City agree at least fifteen (15) days prior to
such date, to subscribe for the purchase of United States Treasury Securities - State and Local
Government Series (SLGS) bearing zero interest (0%) and on such date, in the amount and
scheduled to mature as provided in Exhibit C and subscription forms prepared therefor as may
be then required by the United States Department of the Treasury; provided that the then
existing rules and regulations and policy of United States Department of the Treasury permit
and authorize such investments. Should the policy, rules and regulations of the United States
Department of Treasury not permit or authorize the purchase of such SLGS at such time or
times, such cash balance or balances shall remain uninvested and held in trust for the benefit of
the holders of the Refunded Obligations and used for the payment of the Refunded Obligations
on the dates and in the amount such moneys would have been expended had such SLGS been
acquired and matured.
SECTION 12: Restriction Re. Escrow Fund Investments/ Re-investment. Except as
provided in Section 11 hereof, moneys in the Escrow Fund will be invested only in the Escrowed
Securities listed in Exhibit B and neither the City nor the Escrow Agent shall reinvest any
moneys deposited in the Escrow Fund except as specifically provided by this Agreement.
SECTION, 13: Excess Funds. If at any time through redemption or cancellation of the
Refunded Obligations there exists or will exist excesses of interest on or maturing principal of
the Escrowed Securities in excess of the amounts necessary hereunder for the Refunded
Obligations, the Escrow Agent may transfer such excess amounts to or on the order of the City,
provided that the City delivers to the Escrow Agent the following:
(1) an opinion by an independent certified public accountant that after
the transfer of such excess, the principal amount of securities in the Escrow
Fund, together with the interest thereon and other available monies then held in
the Escrow Fund, will be sufficient to pay, as the same become due, in
accordance with Exhibit A, the principal of, and interest on, the Refunded
Obligations which have not previously been paid, and
(2) an unqualified opinion of nationally recognized municipal bond
counsel to the effect that (a) such transfer will not cause interest on the Bonds or
the Refunded Obligations to be included in gross income for federal income tax
purposes, under the Code and related regulations as in effect on the date of such
transfer, or otherwise make the interest on the Bonds or the Refunded
Obligations subject to Federal income taxation, and (b) such transfer complies
with the Constitution and laws of the State of Texas and with all relevant
documents relating to the issuance of the Refunded Obligations or the Bonds.
SECTION 14: Collateral ization. The Escrow Agent represents that the deposit covered
by this Agreement shall constitute firm banking arrangements to insure payment of the
73582713.1!1001045315 6
Refunded Obligations and, to the extent not invested in Escrowed Securities, such deposit is
collateralized to insure against any loss or diminution by virtue of any action of the Escrow
Agent or as a result of its lack of financial integrity and such deposit, if not invested in the
Escrowed Securities, will be continuously collateralized by securities or obligations which qualify
and are eligible under both the laws of the State of Texas and the laws of the United States of
America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
SECTION 16: Absence of Escrow Agent's Liability Re Investments. The Escrow Agent
shall not be liable or responsible for any loss resulting from any investment made in the
Escrowed Securities or substitute securities as provided in Section 11 hereof.
SECTION 16: Escrow Agent's Compensation - Escrow Administration Settlement of
Paving Agents' Charges. The City agrees to pay the Escrow Agent for the performance of
services hereunder and as reimbursement for anticipated expenses to be incurred hereunder
the amount of $ and, except for reimbursement of costs and expenses incurred
by the Escrow Agent pursuant to Sections 11, and 19 hereof, the Escrow Agent hereby agrees
said amount is full and complete payment for the administration of this Agreement.
The City also agrees to deposit with the Escrow Agent on the effective date of this
Agreement, the sum of $ , which represents the total charges due the paying agent for
the Refunded Obligations and the Escrow Agent acknowledges and agrees that such amount is
and represents the total amount of compensation due the Escrow Agent for services rendered
as paying agent for the Refunded Obligations. The Escrow Agent hereby agrees to pay,
assume and be fully responsible for any additional charges that it may incur in the performance
of its duties and responsibilities as paying agent for the Refunded Obligations.
SECTION 17, Escrow Agent's Duties/Responsibilities/Liability. The Escrow Agent shall
not be responsible for any recital herein, except with respect to its organization and its powers
and authority. As to the existence or nonexistence of any fact relating to the City or as to the
sufficiency or validity of any instrument, paper or proceedings relating to the City, the Escrow
Agent shall be entitled to rely upon a certificate signed on behalf of the City by its City Secretary
or City Manager of the City as sufficient evidence of the facts therein contained. The Escrow
Agent may accept a certificate of the City Secretary under the City's seal, to the effect that a
resolution or other instrument in the form therein set forth has been adopted by the City Council
of the City, as conclusive evidence that such resolution or other instrument has been duly
adopted and is in full force and effect.
The duties and obligations of the Escrow Agent shall be determined solely by the
express provisions of this Agreement and the Escrow Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Escrow Agent.
In the absence of willful misconduct on the part of the Escrow Agent, the Escrow Agent
may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificate or opinion furnished to the Escrow Agent, conforming to
the requirements of this Agreement; but notwithstanding any provision of this Agreement to the
contrary, in the case of any such certificate or opinion or any evidence which by any provision
hereof is specifically required to be furnished to the Escrow Agent, the Escrow Agent shall be
under a duty to examine the same to determine whether it conforms to the requirements of this
Agreement.
73582713,111001045315 7
The Escrow Agent shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Escrow Agent unless it shall be proven that the Escrow
Agent was negligent in ascertaining or acting upon the pertinent facts.
The Escrow Agent shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of not less than a
majority in aggregate principal amount of all said Refunded Obligations at the time outstanding
relating to the time, method and place of conducting any proceeding for any remedy available to
the Escrow Agent not in conflict with the intent and purpose of this Agreement. For the
purposes of determining whether the holders of the required principal amount of said Refunded
Obligations have concurred in any such direction, Refunded Obligations owned by any obligor
upon the Refunded Obligations, or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with such obligor, shall be disregarded, except
that for the purposes of determining whether the Escrow Agent shall be protected in relying on
any such direction only Refunded Obligations which the Escrow Agent actually knows are so
owned shall be so disregarded unless all Refunded Obligations are so owned.
The term "Responsible Officers" of the Escrow Agent, as used in this Agreement, shall
mean and include the Chairman of the Board of Directors, the President, any Vice President
and any Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and every other officer and assistant officer of the Escrow Agent
customarily performing functions similar to those performed by the persons who at the time shall
be officers, respectively, or to whom any corporate trust matter is referred, because of his
knowledge of and familiarity with a particular subject; and the term "Responsible Officer" of the
Escrow Agent, as used in this Agreement, shall mean and include any of said officers or
persons.
The Escrow Agent may consult with "independent legal counsel" (such term does not
include an attorney who is an employee of the Escrow Agent) and the Escrow Agent shall be
entitled to conclusively rely on such advice of such independent legal counsel in good faith.
Such advice or opinion of independent legal counsel, relied upon in good faith, shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it in
accordance with such advice. The Escrow Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its agents or
attorneys and may in all cases pay reasonable compensation to any agent or attorney retained
or employed by it in connection therewith. The Escrow Agent may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, written investment direction,
statement, instrument, opinion, notice or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party. The Escrow Agent need not
investigate any fact or matter stated in the document. None of the provisions of this Agreement
shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder.
To the extent permitted by law, the City shall indemnify, defend and hold harmless the
Escrow Agent and its officers, directors, employees, representatives and agents, from and
against and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses,
damages, actions, suits, judgments, reasonable costs and expenses (including reasonable
attorneys' and agents' fees and expenses) of whatever kind or nature regardless of their merit,
demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or
arising from, claims against the Escrow Agent by reason of its participation in the transactions
contemplated hereby, except to the extent caused by the Escrow Agent's negligence or willful
73582713.1/1001045315 8
misconduct. The foregoing indemnity shall survive the termination of this Agreement or the
earlier resignation or removal of the Escrow Agent.
Any bank, corporation or association into which the Escrow Agent may be merged or
converted or with which it may be consolidated, or any bank, corporation or association resulting
from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any
bank, corporation or association succeeding to all or substantially all of the corporate trust
business of the Escrow Agent shall be the successor of the Escrow Agent hereunder without the
execution or filing of any paper with any party hereto or any further act on the part of any of the
parties hereto except on the part of any of the parties hereto where an instrument of transfer or
assignment is required by law to effect such succession, anything herein to the contrary
notwithstanding.
SECTION 18: Limitation Re: Escrow Agent's Duties/Responsibilities/Liabilities to Third
Parties. The Escrow Agent shall not be responsible or liable to any person in any manner
whatever for the sufficiency, correctness, genuineness, effectiveness, or validity of this
Agreement with respect to the City, or for the identity or authority of any person making or
executing this Agreement for and on behalf of the City. The Escrow Agent is authorized by the
City to rely upon the representations of the City with respect to this Agreement and the deposits
made pursuant hereto and as to the City's right and power to execute and deliver this
Agreement, and the Escrow Agent shall not be liable in any manner as a result of such reliance.
The duty of the Escrow Agent hereunder shall only be to the City and the holders of the
Refunded Obligations. Neither the City nor the Escrow Agent shall assign or attempt to assign
or transfer any interest hereunder or any portion of any such interest; provided, however, that
such assignment or transfer by the Escrow Agent shall be permitted if such assignment or
transfer is due to a merger, consolidation, conversion, or business sale of the Escrow Agent as
described in the last paragraph of Section 17 hereof. Any such assignment or attempted
assignment shall be in direct conflict with this Agreement and be without effect.
SECTION 19: Interpleader. In the event conflicting demands or notices are made upon
the Escrow Agent growing out of or relating to this Agreement or the Escrow Agent in good faith
is in doubt as to what action should be taken hereunder, the Escrow Agent shall have the right
at its election to:
(a) Withhold and stop all further proceedings in, and performance of, this Agreement
with respect to the issue in question and of all instructions received hereunder in regard to such
issue; and
(b) File a suit in interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to interplead and litigate in such court their several claims and
rights among themselves.
In the event the Escrow Agent becomes involved in litigation in connection with this
Section, the City to the extent permitted by law agrees to indemnify and save the Escrow Agent
harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred by the
Escrow Agent as a result thereof. The obligations of the Escrow Agent under this Agreement
shall be performable at the corporate office of the Escrow Agent in the City of Dallas, Texas. To
the extent permitted by law, and subject to any applicable statutes of limitation, the foregoing
indemnification shall survive the resignation or removal of the Escrow Agent or the termination
of this Agreement.
73582713.911001045315 9
The Escrow Agent may advise with legal counsel in the event of any dispute or question
regarding the construction of any of the provisions hereof or its duties hereunder, and in the
absence of negligence or willful misconduct on the part of the Escrow Agent, no liability shall be
incurred by the Escrow Agent for any action taken pursuant to this Section and the Escrow
Agent shall be fully protected in acting in accordance with the opinion and instructions of legal
counsel that is knowledgeable and has expertise in the field of law addressed in any such legal
opinion or with respect to the instructions given.
SECTION 20: Accounting - Annual Report Following the final payment and redemption
of the Refunded Bands, the Escrow Agent shall forward by letter to the City, to the attention of
the Finance Director, or other designated official of the City, a final accounting with respect to
the Escrowed Securities and the payment and discharge of the Refunded Obligations.
SECTION 21: Notices. Any notice, authorization, request or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage prepaid addressed as follows:
CITY OF NORTH RICHLAND HILLS
P. O. Box 820609
North Richland Hills, Texas 76182-0609
Attention: City Manager
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
2001 Bryan Street, 1011 Floor
Dallas, Texas 75201
Attention: Corporate Trust Division
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
SECTION 22: Performance Date. Whenever under the terms of this Agreement the
performance date of any provision hereof, including the date of maturity of interest on or
principal of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the
Escrow Agent is authorized by law to close, then the performance thereof, including the
payment of principal of and interest on the Refunded Obligations, need not be made on such
date but may be performed or paid, as the case may be, on the next succeeding business day
of the Escrow Agent with the same force and effect as if made on the date of performance or
payment and with respect to a payment, no interest shall accrue for the period after such date.
SECTION 2.3: Warranty of Parties Re: Power to Execute and Deliver Escrow
A re�emeen . The City covenants that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this Agreement, in any and every said
Refunded Obligations as executed, authenticated and delivered and in all proceedings
pertaining thereto as said Refunded Obligations shall have been modified as provided in this
73582713.1!1001045315 10
Agreement. The City covenants that it is duly authorized under the Constitution and laws of the
State of Texas to execute and deliver this Agreement, that all actions on its part for the payment
of said Refunded Obligations as provided herein and the execution and delivery of this
Agreement have been duly and effectively taken and that said Refunded Obligations and
coupons in the hands of the holders and owners thereof are and will be valid and enforceable
obligations of the City according to the import thereof as provided in this Agreement.
SECTION 24: Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement. In the event
any covenant or agreement contained in this Agreement is declared to be severable from the
other provisions of this Agreement, written notice of such event shall immediately be given to
each national rating service (Moody's Investors Service, Standard & Poor's Corporation or Fitch
Investors Service) which has rated the Refunded Obligations on the basis of this Agreement.
SECTION 25: Termination. This Agreement shall terminate when the Refunded
Obligations, including interest due thereon, have been paid and discharged in accordance with
the provisions of this Agreement. If any Refunded Obligations are not presented for payment
when due and payable, the nonpayment thereof shall not prevent the termination of this
Agreement. Funds for the payment of any nonpresented Refunded Obligations and accrued
interest thereon shall upon termination of this Agreement be held by the Escrow Agent for such
purpose in accordance with Section 7 hereof. Any moneys or Escrowed Securities held in the
Escrow Fund at termination and not needed for the payment of the principal of or interest on any
of the Refunded Obligations shall be paid or transferred to the City.
SECTION 26: Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
SECTION 27: SuccessorsfAssions.
(a) Should the Escrow Agent not be able to legally serve or perform the duties and
obligations under this Agreement, or should the Escrow Agent be declared to be insolvent or
closed for any reason by federal or state regulatory authorities or a court of competent
jurisdiction, the City, upon being notified or discovering the Escrow Agent's inability or
disqualification to serve hereunder, shall forthwith appoint a successor to replace the Escrow
Agent, and upon being notified of such appointment, the Escrow Agent shall (i) transfer all funds
and securities held hereunder, together with all books, records and accounts relating to the
Escrow Fund and the Refunded Obligations, to such successor and (ii) assign all rights, duties
and obligations under this Agreement to such successor. If the City should fail to appoint such
a successor within sixty (60) days from the date the City discovers, or is notified of, the event or
circumstance causing the Escrow Agent's inability or disqualification to serve hereunder, the
Escrow Agent, or a bondholder of the Refunded Obligations, may apply, at the expense of the
City, to a court of competent jurisdiction to appoint a successor or assigns of the Escrow Agent
and such court, upon determining the Escrow Agent is unable to continue to serve, shall appoint
a successor to serve under this Agreement and the amount of compensation, if any, to be paid
to such successor for the remainder of the term of this Agreement for services to be rendered
both for administering the Escrow Fund and for paying agent duties and responsibilities for the
Refunded Obligations.
73582713.111001045315 t'I
(b) Furthermore, the Escrow Agent may resign and be discharged from performing its
duties and responsibilities under this Agreement upon notifying the City in writing of its intention
to resign and requesting the City to appoint a successor. No such resignation shall take effect
until a successor has been appointed by the City and such successor has accepted such
appointment and agreed to perform all duties and obligations hereunder for a total
compensation equal to the unearned proportional amount paid the Escrow Agent under Section
16 hereof for the administration of this Agreement and the unearned proportional amount of the
paying agents fees for the Refunded Obligations due the Escrow Agent. If the City does not
make such appointment within sixty (60) days of the date that such resignation notice is sent to
the City, the Escrow Agent shall be entitled to petition of a court of competent jurisdiction for the
appointment of a successor.
Any successor to the Escrow Agent shall be a bank, trust company or other financial
institution that is duly qualified under applicable law (the Act, or other appropriate statute) to
serve as escrow agent hereunder and authorized and empowered to perform the duties and
obligations contemplated by this Agreement and organized and doing business under the laws
of the United States or the State of Texas, having an office and place of business in the State of
Texas, having a combined capital and surplus of at least $5,000,000 and be subject to the
supervision or examination by Federal or State authority.
Any successor or assigns to the Escrow Agent shall execute, acknowledge and deliver
to the City and the Escrow Agent, or its successor or assigns, an instrument accepting such
appointment hereunder, and the Escrow Agent shall execute and deliver an instrument
transferring to such successor, subject to the terms of this Agreement, all the rights, powers and
trusts created and established and to be performed under this Agreement. Upon the request of
any such successor Escrow Agent, the City shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor Escrow Agent all such
rights, powers and duties. The term "Escrow Agent" as used herein shall be the Escrow Agent
and its legal assigns and successor hereunder.
SECTION 28: Escrow Agreement - Amendment/Modification. This Agreement shall be
binding upon the City and the Escrow Agent and their respective successors and legal
representatives and shall inure solely to the benefit of the holders of the Refunded Obligations,
the City, the Escrow Agent and their respective successors and legal representatives.
Furthermore, no alteration, amendment or modification of any provision of this Agreement (1)
shall alter the firm financial arrangements made for the payment of the Refunded Bonds or (2)
shall be effective unless (i) prior written consent of such alteration, amendment or modification
shall have been obtained from the holders of all Refunded Obligations outstanding at the time of
such alteration, amendment or modification and (ii) such alteration, amendment or modification
is in writing and signed by the parties hereto; provided, however, the City and the Escrow Agent
may, without the consent of the holders of the Refunded Obligations, amend or modify the terms
and provisions of this Agreement to cure in a manner not materially adverse to the holders of
the Refunded Obligations as evidenced by an opinion of counsel delivered to the Escrow Agent
any ambiguity, formal defect or omission in this Agreement. If the parties hereto agree to any
amendment or modification to this Agreement, prior written notice of such amendment or
proposed modification, together with the legal documents amending or modifying this
Agreement, shall be furnished to each national rating service (Standard & Poor's Corporation,
Moody's Investors Service or Fitch Investors Service) which has rated the Refunded Obligations
on the basis of this Agreement, prior to such amendment or modification being executed.
73582713.111001045315 12
SECTION 29: Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 30: Executed Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
SECTION 31: No Boycott Israel. To the extent this Agreement is a contract for goods or
services within the meaning of Section 2270.002 of the Texas Government Code, as amended
the Escrow Agent hereby verifies that the Escrow Agent is a company (as defined in Section
808.001(2), Texas Government Code) which does not boycott Israel and will not boycott Israel
through the term of this Agreement. For purposes of this verification, "boycott Israel' means
refusing to deal with, terminating business activities with, or otherwise taking any action that is
intended to penalize, inflict economic harm on, or limit commercial relations specifically with
Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but
does not include an action made for ordinary business purposes.
SECTION 32: Iran Sudan and Foreign Terrorists Organizartipns. To the extent this
Agreement is a governmental contract, within the meaning of Section 2252.151 of the Texas
Government Code, as amended, the Escrow Agent represents that it is not a company (as
defined in Section 2270.0001(2), Texas Government Code) engaged in business with Iran,
Sudan, or a foreign terrorist organization (as defined in Section 2252.151(2), Texas Government
Code) and that it is not on a list prepared and maintained by the Comptroller of Public Accounts
of the State of Texas under Section 2270.0201 or 2252.153, Texas Government Code.
SECTION 33: Governing Law. This Agreement shall be governed by the laws of the
State of Texas and shall be effective as of the date of the delivery of the Bonds.
(remainder of page left blank intentionally)
735827131/1001045315 13
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers and their corporate seals to be hereunto affixed and
attested as of the date first above written.
CITY OF NORTH RICHLAND HILLS, TEXAS
Mayor
ATTEST:
City Secretary
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas, as Escrow Agent
Title:
ATTEST:
Title:
(Bank Seal)
73582713.1/1001045315 [signature page of Escrow Agreement]
EXHIBIT D
NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION BONDS,
SERIES 2008
Dated April 15, 2008
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2020 aggregating in the principal amount of $1,870,000 have been called for
redemption on December 18, 2018 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) Number
2020 210,000
2021 210,000
2022 210,000
2023 210,000
2024 210,000
2025 205,000
2026 205,000
2027 205,000
2028 205,000
ALL SUCH BONDS shall become due and payable on December 18, 2018, 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., Dallas, Texas,
at its designated offices at the following addresses:
First Class/
Registered/Certified Express DelauerylCourier 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, 10" Floor
Dallas, Texas 75201
735823491/1001045315 D-1
EXHIBIT E
NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION,
SERIES 2009
Dated MAY 1, 2009
NOTICE IS HEREBY GIVEN that the obligations of the above series maturing on and after
February 15, 2020 in the principal amount of $3,040,000 have been called for redemption on
February 15, 2019 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 C Number
2020 310,000
2021 305,000
2022 305,000
2023 305,000
2024 305,000
2025 305,000
2028 305,000
2027 300,000
2028 300,000
2029 300,000
ALL SUCH OBLIGATIONS shall become due and payable on February 15, 2019, 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., Dallas, Texas, at its designated offices at the following addresses:
First Classt
atg.sE eredlCartlfied Express Deliver./Courier Haanndd 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. 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 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, 10t" Floor
Dallas, Texas 75201
73582349.111001045315 E-1
EXHIBIT F
NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2009
Dated May 1, 2009
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2020 and aggregating in the principal amount of $2,845,000 have been called for
redemption on February 15, 2019 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 f$1 Number
2020 285,000
2021 285,000
2022 285,000
2023 285,000
2024 285,000
2025 285,000
2026 285,000
2027 285,000
2028 285,000
2029 280,000
ALL SUCH BONDS shall become due and payable on February 15, 2019, 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., at its designated
offices at the following addresses:
First Class/
Registered'lCertified 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, 1111 Floor
Dallas, Texas 75201
73582349.1/1001045315 F-1