HomeMy WebLinkAboutOrdinance 3548 ORDINANCE NO. 3548
AUTHORIZING THE ISSUANCE OF
$7,510,000
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS,
SERIES 2018
ADOPTED: November 13, 2018
73582349.2/1001045315
TABLE OF CONTENTS
Page
Section 1 : Authorization - Designation - Principal Amount - Purpose...................................2
Section 2: Fully Registered Obligations - Bond Date - Authorized Denominations-
Stated Maturities - Interest Rates........................................................................2
Section 3: Terms of Payment - Paying Agent/Registrar.......................................................3
Section4: Redemption ........................................................................................................4
Section 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds ....................5
Section 6: Book-Entry-Only Transfers and Transactions .....................................................6
Section 7: Execution - Registration......................................................................................7
Section 8: Initial Bond(s)......................................................................................................7
Section9: Forms.................................................................................................................8
Section10: Levy of Taxes .....................................................................................................8
Section 11 : Mutilated - Destroyed - Lost and Stolen Bonds...................................................8
Section 12: Satisfaction of Obligation of City.........................................................................9
Section 13: Ordinance a Contract - Amendments - Outstanding Bonds...............................10
Section 14: Covenants to Maintain Tax-Exempt Status.......................................................11
Section 15: Sale of Bonds —Official Statement Approval......................................................14
Section 16: Escrow Agreement Approval and Execution .....................................................14
Section 17: Control and Custody of Bonds..........................................................................15
Section 18: Proceeds of Sale ..............................................................................................15
Section 19: Redemption of Refunded Obligations ...............................................................15
Section 20: Notices to Holders - Waiver..............................................................................16
Section21 : Cancellation......................................................................................................16
Section22: Legal Opinion ...................................................................................................16
Section 23: CUSIP Numbers............................_............... ............___......................... 16
Section 24: Benefits of Ordinance ....................................................................................... 17
Section 25: Inconsistent Provisions..................................................................................... 17
Section 26: Governing Law .................................................................................................17
Section 27: Effect of Headings ............................................................................................17
Section 28: Construction of Terms ......................................................................................17
Section 29: Continuing Disclosure Undertaking................................................................... 17
Section 30: Severability.......................................................................................................20
Section 31: Further Procedures...........................................................................................20
Section 32: Incorporation of Findings and Determinations...................................................20
Section 33: Public Meeting ..................................................................................................20
Section 34: Effective Date...................................................................................................20
735823492/1001045315 1
ORDINANCE NO. 3548
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 $1,286,149.84 in debt
service payments on such indebtedness and further provide net present value savings of
approximately $394,897.80; and
WHEREAS, in combination with the issuance of such refunding bonds, the Council hereby
finds and determines that general obligation bonds authorized to be issued at an election held on
February 1, 2003 should be issued and sold at this time; a summary of the general obligation
bonds authorized at such election, the principal amounts authorized, amounts heretofore issued
and being issued pursuant to this ordinance and amounts remaining to be issued subsequent
hereto being as follows:
73582349 2/1001045315
Date of Amount Previously Amount Being Premium Unissued
Election Purpose Authorized{$) Issued Issued Applied {$}` Balance($)
2-1-03 Street Improvements 30,010,000 25,760,000 $545,000 $5,000 3,700,000
2-1-03 Drainage Improvements 4 000 000 3 840 000 -0- -0- 160,000
34,010,000 29,600,000 $545,000 $5,000 3,860,000
*Premium in the amount of$5,OOOwhich 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$7,510,000, 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"), 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 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 75,000 3.00%
2020 785,000 3.00%
2021 775,000 3.00%
2022 765,000 3.00%
2023 760,000 3.00%
2024 740,000 3.00%
2025 730,000 4.00%
2026 730,000 4.00%
2027 715,000 4.00%
2028 715,000 4.00%
2029 495,000 4.00%
2033 100,000 3.75%
2038 125,000 4.00%
73582349.2/1001045315 2
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 - Payinq AgenttRegistrar. 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 Tom 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
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
73582349.2/1001045315 3
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, 2033
and February 15, 2038 (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, 2033 Term Bonds Due February 15, 2038
Redemption Date Principal Amount Redemption Date Principal Amount
February 15, 2030 $25,000 February 15, 2034 $25,000
February 15, 2031 $25,000 February 15, 2035 $25,000
February 15, 2032 $25,000 February 15, 2036 $25,000
February 15, 2033 (maturity) $25,000 February 15, 2037 $25,000
February 15, 2038 (maturity) $25,000
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.
(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
735823492/1001045315 4
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
Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, provided moneys sufficient for the payment of such Bond (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.
Upon surrenderof any Bond (other than the Initial Bond(s) referenced in Section 8 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
73582349.2/1001045315 5
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
transferor 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
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
73582349 2/1 00 1045315 6
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 Tom 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.
735823492/1001045315 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, Director of Finance,
City Secretary, and Assistant City Secretary of the City, any one or more of said officials, are
hereby authorized and directed to cause to be transferred to the Paying Agent/Registrar for the
Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and
discharge promptly each installment of principal of and interest on the Bonds as the same accrues
or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be
made in such manner as will cause collected funds to be deposited with the Paying
Agent/Registrar on or before each principal and interest payment date for the Bonds.
Section 11: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, 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
735823492/1001045315 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 trustwith the Paying Agent/Registrar, oran 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 Bonds 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.
735823492/1001045315 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.
73582349.2/1001045315 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.
735823492/1001045315 11
(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 Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of
the Code and the Regulations and rulings thereunder.
(g) Information Report, The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
73582349 2/1001045315 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 otherfunds (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.
W 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.
735823492/1001045315 13
(j) 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, Director of Finance, City Secretary and Assistant City
Secretary, individually orjointly, 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 BOK Financial Securities, Inc. (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$301,137.18 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, Director
of Finance, 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, k 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 2/1001045315 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 Tom 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,
$550,000 will be deposited in the project account held at the depository bank of the City and the
remaining proceeds of sale (less those proceeds of sale designated to pay costs of issuance)
shall be deposited with the Escrow Agent for application and disbursement in accordance with
the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the
Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of
costs of issuance, or deposited in the Interest and Sinking Fund for the Bonds. Such proceeds
of sale may be invested in authorized investments and any investment earnings realized may be
(with respect to the accrued interest received from the 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 Director of Finance 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$703,080.64 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 20, 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
redemption. The City Secretary or Assistant City Secretary are hereby authorized and directed
73582349.2/1001045315 15
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: Leqal 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
73582349.2/1001045315 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 neutergender
shall be considered to include the othergenders.
Section 29: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
'MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1)within six months
after the end of each fiscal year, beginning in or after 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
73582349.2/1001045315 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;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur
as described below;
13. The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
73582349.2/1001045315 18
(d) Filinqs 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
73582349.2/1001045315 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, Director of Finance, City Secretary, and Assistant City
Secretary are hereby expressly authorized, empowered and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge and deliver in the
name and on behalf of the City all agreements, instruments, certificates or other documents,
whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms
and provisions of this Ordinance and the issuance, sale and delivery of the Bonds. In addition,
prior to the delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant City
Manager, Director of Finance, or Bond Counsel to the City are each hereby authorized and
directed to approve any changes or corrections to this Ordinance or to any of the documents
authorized and approved by this Ordinance: (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 2/1001045315 20
PASSED AND APPROVED, this November 13, 2018.
CIT)Y,ELF NORTH RICHLAND HILLS, TEXAS
ayor'�-'
ATTEST:
���1t1flNpd3�•'�I�GIti/iFi,;,
J
Assistant City Secretary
(City Seal) ~f .... 1100 e�`4
APPROVED AS TO LEGALITY:
City Attorney
APPROVED AS TO CONTENT:
Director of Finance
[signature page of Ordinance]
EXHIBITA
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB 8
735823492/1001045315 A-1
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, orthe 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 Payment/Transfer
Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its
successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor
Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the "Security
Register" maintained by the Paying Agent/Registrar at the close of business on the `Record Date",
which is the last business day of the month next preceding each interest payment date, and
interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class
postage prepaid, to the address of the registered owner recorded in the Security Register or by
such other method, acceptable to 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
73582349.2/1001045315 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 $7,510,000 (herein referred to as the "Bonds") for the purpose of providing funds for (1) the
discharge and final payment of certain outstanding obligations of the City (identified in the
preamble hereof and referred to as the "Refunded Obligations"), (2) 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, 2033 Term Bonds Due February 15, 2038
Redemption Date Principal Amount Redemption Date Principal Amount
February 15, 2030 $25,000 February 15, 2034 $25,000
February 15, 2031 $25,000 February 15, 2035 $25,000
February 15, 2032 $25,000 February 15, 2036 $25,000
February 15, 2033 (maturity) $25,000 February 15, 2037 $25,000
February 15, 2038(maturity) $25,000
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
73582349.2/1001045315 B-2
Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such Bond
(or the portion of its principal sum to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor; provided moneys for
the payment of the redemption price and the interest on the principal amount to be redeemed to
the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that 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 notbeen 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.
735823492/1001045315 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)
73582349.2/1001045315 B-4
(b) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bonds} 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
73582349.2/1001045315 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 Bonds} shall be in the form 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 $7,510,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2018
Bond Date: November 1, 2018
Registered Owner: BOK Financial Securities, Inc.
Principal Amount: SEVEN MILLION FIVE HUNDRED TEN THOUSAND DOLLARS
The City of North Richland Hills, Texas (hereinafter referred to as the "City"), a body
corporate and municipal corporation in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, orthe registered assigns thereof, the Principal Amount hereinabove stated on February 15
in each of the years and in principal installments in accordance with the following schedule:
YEAR OF STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS ($) RATE (%)
(Information to be inserted from schedule in Section 2 hereof).
73582349.2/1001045315 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
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, orday 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..
735823492/1001045315 B-7
EXHIBIT C
ESCROW AGREEMENT
SEE TAB 9
73582349.2/1001045315 Ci-1
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 $1,870,000 have been called for
redemption on December 20, 2018 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) 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 20, 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 Delivery/Courier By Hand Only
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York
Trust Company, N.A. Trust Company, N.A. Mellon Trust Company, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. O. Box 2320 2001 Bryan Street, 9th Floor Institutional Trust
Dallas, Texas 75221-2320 Dallas, Texas 75201 Securities Window
55 Water Street
New York, New York 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the
redemption of said bonds and pursuant to an ordinance adopted by the City Council of the City of
North Richland Hills, Texas..
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
2001 Bryan Street, 10th Floor
Dallas, Texas 75201
735823492/1001045315 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 $3,040,000 have been called for redemption on
February 15, 2019 at the redemption price of par and accrued interest to the date of redemption,
such obligations being identified as follows:
Yearof Principal CUSIP
Maturity Amount {$) Number
2020 310,000
2021 305,000
2022 305,000
2023 305,000
2024 305,000
2025 305,000
2026 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 Class/
Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York Mellon Trust The Bank of New York Mellon Trust The Bank of New York
Company, N.A. Company, N.A. Mellon Trust Company, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. 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, 1011 Floor
Dallas, Texas 75201
735823492/1001045315 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 $2,845,000 have been called for
redemption on February 15, 2019 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) 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/Certified Express Delivery/Courier By Hand Only
The Bank of New York Mellon Trust The Bank of New York Mellon Trust The Bank of New York
Company, N.A. Company, N.A. Mellon Trust Company, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. 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 forthe
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
73582349.2/1001045315 F-1
OFFICIAL BID FORM
Honorable Mayor and City Council November 13,2018
City of North Richland Hills,Texas
Honorable Mayor and Members of the City Council:
Reference i s made to your Preliminary Official Statement and Notice of Sale and Bidding Instructions,dated November 6,2018 of
$7,57.0,000 CITY OF NORTH RICH LAND HILLS,TEXAS GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS,SERIES 2018,both of which constitute a part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and Preliminary Official Statement,we
will pay you par plus a cash premium of$301,137,18 for Bonds maturing and bearing interest as follows:
Principal Interest Principal Interest Principal Interest
Maturty Amount Rate Maturitv Amount Rate Maturity Amount Rate
2/15/2019 1 75,000 3.000% 2/15/2026 $730,000 4.000% 2/15/2032 $ 25,000 Term
2/15/2020 785,000 3.000% 2/15/2027 715,000 4.000% 2/15/2033 25,000 3.750%
2/15/2021 775,000 3.000% 2/15/2025 715,000 4.000% 2/15/2034 25,000 Term
2/15/2023 765,000 3.000% 2/15/2029 495,000 4.000% 2/15/3035 25,000 Term
2/15/2023 760,000 3000% 2/15/2030 25,000 Term 2/15/2036 25,000 Term
2/15/2024 740,000 3.000% 2/15/2031 25,000 Term 2/15/2037 25,000 Term
2/15,/2025 730,000 4000% 2/15/2038 25,000 4.000%
Of the principal maturities set forth in the table above,term Bonds have been created as indicated in the following table(which may
include multiple term Bonds,one term Bond or no term Bond if none is indicated). For those years which have been combined into a
term Bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years
except that the amount shown in the year of the term certificate maturity date shall mature in such year. The term Bonds created are
as follows:
Yearof
Maturity Date Fire Mandatory Principal Interest
Febrvvy 15 Redemption Amount Rate
2630 2033 $ 100,000 3750%
_
7034 2038 $ 125,000 4.000%
$
$
$
Our calculation(which is not a pert of this bid)ofthe true interest orst from the above is:
TRUE INTEREST COST L90567,9%
The Initial Bond shall be registered in the name of which will, upon
payment for the Bonds,be canceled by the Paying Agent/Registrar. The Bonds will than be registered in the name of Cede&Co.
(DTC's partnership nominee),under the Book-Entry-Only System.
A bank cashier's check or certified check of the Frost Bank,Austin,Texas, in the amount of$150,300.00,which represents our
Good Faith Deposit (is attached hereto)or(has been made available to you prior to the opening of this bid),and is submitted in
accordance with the terms as set forth in the Preliminary Official Statement and Notice of Sale and Bidding Instructions.
We agree to accept delivery of the Bonds utilizing the Book-Entry-Only System through.DTC and make payment for the Initial
Bond in immediately available fiords in the Corporate Trust Division,The Bank of New York Mellon Trust Company,N.A.,not later
than 10:00 AM,CST, on December 11,2018,or thereafter on the date the Bonds are tendered for delivery,pursuant to the terms set
forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Bonds to complete the DTC
Eligibility Questionnaire.
For purposes of contracting for the sale of the Bonds,the entity signing the bid form as Purchaser shall be solely responsible for the
payment of the purchase price of the Bonds. The Purchaser may serve as a syndicate manager and contract under a separate
agreement with other syndicate members. However,the City is not a patty to that agreement and any information provided regarding
syndicate managers would be or informational purposes only.
Upon notification of conditional verbal acceptance,the undersigned,if they are a Privately Held Bidder will complete an electronic
form of the Certificate of Interested Parties Form 1295(the"Disclosure Form's through the Texas Ethics Commission's(the"TEC")
electronic portal and the resulting certified Disclosure Form that is generated by the TEC's electronic portal will be printed,signed,
notarized sent by email to the City's financial advisor at laura.alexwiderrQhitttoosecurities coin. The undersigned understands that
the failure to provide the certified Disclosure Form will prohibit the City from providing final written award of the enclosed bid.
The undersigned agrees to comply with the terms of the Notice of Sale and Bidding Instructions,including the requirements set forth
under the caption"Establishment of Issue Price(Hold-the-Offering Price Rule Will Apply if Competitive Sale Requirements are Not
Satisfied)."
The undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Bonds,a
certificate relating to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding
Inshuctions,with such changes thereto as may be acceptable or required by the City.The undersign also agrees to provide the City
and its consultants,at least 10 business days prior to delivery of the Bonds, a breakdown of its"Underwriting Spread"among the
following categories:Takedown,Management Fee(if any),Legal Counsel Fee(if any)and Spread Expenses(if any).
We agree to provide in writing the initial reoffering prices and other terms,if any,to the Financial Advisor by the close of the
next business day after the award.
To the extent the Bid Form is a contract for goods or services within the meaning of Section 2270.002 of the Texas Government
Code, the Purchaser hereby verifies that the Purchaser (including any wholly owned subsidiary, majority-owned subsidiary,
parent company,or affiliate of the Purchaser)does not boycott Israel and,except to the extent required by applicable federal law,
will not boycott Israel through the term of the Bid Form. 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.
As of the date hereof,the Purchaser represents that,to the extent this Bid Form constitutes a"governmental contract"within the
meaning of Section 2252.151 of the Texas Government Code,as amended,solely for purposes of compliance with Chapter 2252
of the Texas Government Code, and except to the extent otherwise required or permitted by or under applicable federal law,
neither the Purchaser nor any wholly owned subsidiary,majority-owned subsidiary,parent company or affiliate of the Purchaser
is a company listed by the Texas Comptroller of Public Accounts under Sections 807.051, 2270.020 1,or 2252.153 of the Texas
Government Code as noted on a list identified in the following link:
https://comptroller.texas.gov/purchasing/publications/divestment.php.
Respectfully submitted, Syndicate Members:
BOK Financial Securities, Inc.
Name of Underwriter or Manager
Authorized Representative
qty- to s. Gs's"d
Phone Number
Signature
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by the City ofNorth Richland Hills,Texas,subject to-ind in accordance
with the Notice of Sale and Bidding Instructions,this the l3's day of November,2018.
ATTEST:
Mayor
City of North Richland Hills,Texas
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, 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).
73582336V1001045315
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 orgovernment
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.
735823361/1001045315 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 Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon.surrender of the Security to the Bank at the following
address:
First ClasslRegisteredlCertified 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
73582336.1/1001045315 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.
73582336.1/1001045315 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
73582335-1/1001045315 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 - Paving 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.
73582335 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 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.
73582336.1/1001045315 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 EntireAgreement. 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 dateof 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 Issuerfails 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.
73582335-1/1001045315 8
Section 6.12 No 6oycott 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 Governinq_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.]
73582335 1/1001045315 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.
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Title:
Attest: Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
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Title: 44lce President
CITY OF NORTH RICHLAND HILLS, TEXAS
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By: t, !
Mayor
Address: 4301 City Point Drive
North Richland Hills, Texas 76180
Attest:
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H1 „„ •�ryri..
API RUVED AS TO FORM AND LEGALIW
Assistant City Secretar iati kr� ,�'V
Miafeshia B, McGinnis 0-oty Attorney
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73582336.1/1001045315 Signature Page t0 Paying Agent/Registrar Agreement
ANNEX A
73582336A/1001045315 A-1
Q t� �
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City rl 1ztl� lwr X111 ,. Texas General Obligation
November 2, 2018
Presented By: Fee Schedule for the following:
ENY hg,:H,—n Corpoi we Truss
Payinri Agency
Registrar
Escrov.° ,dent
BNY M LLON
BNY Mellon Corporate Trust
Fee Schedule for City of North Richland Hills,Texas General Obligation Refunding and Improvement Bonds,Series 2018
Dee Schedule
Subject to the Terms and Disclosures below, upon appointment of The Bank of New York Mellon Trust Company, N.A. ("BNYM"or
"us" or"affiliates"or"subsidiaries") in the roles as outlined within this Fee Schedule(this"Fee Schedule"), City of North Richland
Hills, Texas ("Client")shall be responsible for the payment of the fees, expenses and charges as set forth herein. Fees are payable
or accrue at the time of the execution of the governing documents(the"Transaction Documents")in connection with the closing of
[ n t^h`e transaction(the"Transaction")which is the subject of this Fee Schedule.
• a
The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing
of the transaction which is the subject of this Agreement(the"Transaction"),and compensates BNYM for the following: review of
all supporting documents, initial establishment of the required accounts and Know Your Client checks.
1
An annual charge covering the normal paying agent duties related to account administration and bondholder services.Our pricing
Is based on the assumption that the bonds are DTC-eligible/book-entry only.This fee is payable annually,in advance.
M3232103SIZEM ME
A charge covering the normal duties and responsibilities related to account administration. For a full year or partial year escrow the
fee is$750 per year. This fee is payable at closing.
Call Pricing includes distribution of the call notice to holders of record, redemption processing, and notification to FMMA. Any
publication expenses(i.e. Bond Buyer,regional periodical,financial periodicals,etc.)for the call notice will be billed to the Issuer at
cost.
The charges may be hourly or fixed for performing extraordinary or other services not contemplated at the time of the execution of
the Transaction Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be
provided and may be charged in BNY Mellon"s sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral,
additional acceptance, administration and counsel reviewfees will be applicable to the agreement governing such services. If the
bonds are converted to certificated form, additional annual fees will be charged for any applicable tender agent and/or
registrar/paying agent services. Additional information will be provided at such time. If all outstanding bonds of a series are
defeased or redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be
assessed at that time.
Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements,tender processing,the
preparation and distribution of sinking fund redemption notices,optional redemptions,failed remarketing processing,preparation
of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, Letter of Credit drawdown fees,
transaction fees to settle third-party trades, and reconcilement fees to balance trust account balances to third-party investment
provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses
billed: FDIC or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket
expenses and will be invoiced to the Client at cost.
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential.This document,either in
whole or in part,must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written
permission of The Bank of New York Mellon.Client shall not use BNY Mellon's name or trademarks without its prior written permission.
2
BNY Mellon Corporate Trust
Fee Schedule for City of North Richland Hills,Texas General Obligation Refunding and Improvement Bonds, Series 2018
Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent
permitted by law.
In the event that the United States Department of Treasury suspends the sale of State and Local Government Series (SLGS) and
where SLGS reinvestments are required, BNY Mellon will seek direction from the Client. If alternative investment direction is given
by the Client for BNY Mellon to purchase an open market security, BNY Mellon will charge a transaction fee determined at the time
of the transaction.
Negative Interest Rates—Charges
With respect to any funds invested by BNYM in connection with the Transaction,if: (i) any recognized overnight benchmark rate or
any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market
counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any
account or balance opened for You by BNYM,BNYM may apply a charge to any of Your accounts or balances. BNYM will give You
prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge by
BNYM may cause the effective interest rate applicable to Your account or balance to be negative,notwithstanding that one or more
of the rates set by third parties specified F clauses Ill and(ii)above may be positive.
General
BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all
related documentation and standard KnowYour Client procedures. In the event that this Transaction does not proceed with BNYM
in the roles contemplated by this Fee Schedule and the Transaction Documents, Client will be responsible for payment of any
external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the termination
date.
Client shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue
Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the
various bond or note issuances or other undertakings contemplated by this Fee Schedule.
The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to
clients through its affiliates and subsidiaries located in multiple jurisdictions(the"BNY Mellon Group"). The BNY Mellon Group may
Ill centralize in one or more affiliates and subsidiaries certain activities(the"Centralized Functions"), including audit, accounting,
administration, risk management,legal,compliance,sales,product communication,relationship management,and the compilation
and analysis of information and data regarding Client(which,for purposes of this provision,includes the name and business contact
information for Client employees and representatives)and the accounts established pursuant to the Transaction Documents("Client
Information") and (ii) use third party service providers to store, maintain and process Client Information("Outsourced Functions").
Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in
connection with the Centralized Functions and/or Outsourced Functions, Client consents to the disclosure of, and authorizes BNY
Mellon to disclose, Client Information to Ill other members of the BNY Mellon Group (and their respective officers, directors and
employees) and to (ii) third-party service providers (but solely in connection with Outsourced Functions) who are required to
maintain the confidentiality of Client Information. In addition,the BNY Mellon Group may aggregate Client Information with other
data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided
that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Client Information with Client
specifically. Client represents that it is authorized to consent to the foregoing and that the disclosure of Client Information in
connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation.
Client also consents to the disclosure of Client Information to governmental and regulatory authorities in jurisdictions where the
BNY Mellon Group operates and otherwise as required by law.
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential.This document,either in
whole or in part,must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written
permission of The Bank of New York Mellon.Client shall not use BNY Mellon's name or trademarks without its prior written permission.
3
BNY Mellon Corporate Trust
Fee Schedule for City of North Richland Hills,Texas General Obligation Refunding and Improvement Bonds, Series 2018
Client agrees that BNYM shall have no obligation to expend or risk its own funds or otherwise to incur any liability, financial or
otherwise, in the performance of any of its duties as paying agent or registrar in connection with the Transaction,or in the exercise
of any of its rights or powers in connection therewith,if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it. Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction
to the extent permitted by law.
Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may
be provided once the structure of the deal has been finalized.Annual Fees cover a period of one year and any portion thereof and
are not subject to pro-ration. Fees may be subject to adjustment during the life of the engagement.
Advance Fees
BNYM requires that Client agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision
of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to Client prior to your
agreement to the fees quoted herein,the commencement of such work or the provision of such services shall not be deemed to
constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as
Client agrees to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable pursuant to this
Fee Schedule and related in any way to the Transaction are paid in advance(either in whole or in part)prior to the provision of any
services.
Acceptance/Revocation of Offer
You may agree to the fees quoted herein by(i)executing this Fee Schedule and returning it to us,(ii)closing the Transaction,or(iii)
instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of(i), (ii) and (iii), the fees
quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall
supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction
does not close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a
termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-pocket
expenses will apply.
Confidential Information
Except as otherwise provided by law, all information provided to Client by BNYM must remain confidential and may not be
intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written
approval.
Client Notice Required By the USA Patriot Act
To help the U.S. government fight the funding of terrorism and money laundering activities, US Federal law requires all financial
institutions to obtain,verify and record information that identifies each person (whether an individual or organization)for which a
relationship is established.When Client establishes a relationship with BNYM,we will ask Client to provide certain information(and
documents)that will help us to identify Client. We will askf oryourorganization's name,physical address,tax identification or other
government registration number and other information that will help us identify Client. We may also ask for a Certificate of
Incorporation or similar document or other pertinent identifying documentation for your type of organization.
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential.This document,either in
whole or in part,must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written
permission of The Bank of New York Mellon.Client shall not use BUY Mellon's name or trademarks without its prior written permission.
4