HomeMy WebLinkAboutOrdinance 3691 ORDINANCE NO. 3691
AUTHORIZING THE ISSUANCE OF
$18,275,000
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS,
SERIES 2021
ADOPTED: April 26, 2021
102072021.4/1001111070
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
Section 4: 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
Section 9: Forms 7
Section 10: 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 10
Section 15: Sale of Bonds — Official Statement Approval 14
Section 16: Control and Custody of Bonds 14
Section 17: Proceeds of Sale 14
Section 18: Redemption of Refunded Bonds 15
Section 19: Notices to Holders - Waiver 15
Section 20: Cancellation 15
Section 21: Legal Opinion 16
Section 22: CUSIP Numbers 16
Section 23: Benefits of Ordinance 16
Section 24: Inconsistent Provisions 16
Section 25: Governing Law 16
Section 26: Effect of Headings 16
Section 27: Construction of Terms 16
Section 28: Continuing Disclosure Undertaking 16
Section 29: Severability 19
Section 30: Further Procedures 19
Section 31: Incorporation of Findings and Determinations 20
Section 32: Public Meeting 20
Section 33: Effective Date 20
102072021.4/1001111070
ORDINANCE NO. 3691
AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND
HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BONDS, SERIES 2021"; 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
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$255,000
(the "Refunded Bonds") more particularly described as follows: "City of North Richland Hills,
Texas, General Obligation Refunding Bonds, Series 2012," dated December 1, 2011, scheduled
to mature on February 15 in each of the years 2022 through 2023, inclusive; and
WHEREAS, pursuant to the provisions of the Texas Government Code, Chapter 1207, as
amended, the City Council of the City (the "Council") is authorized to issue refunding bonds and
deposit the proceeds of sale directly with any place of payment for the Refunded Bonds, 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 Bonds; and
WHEREAS, the Council hereby finds and determines that general obligation refunding
bonds should be issued at this time to refund the Refunded Bonds, and such refunding will result
in the City saving approximately$10,149.44 in debt service payments on such indebtedness and
further provide net present value savings of approximately $10,059.30; and
WHEREAS, in combination with the issuance of such refunding bonds, the Council hereby
finds and determines that general obligation bonds authorized to be issued at an election held on
November 3, 2020 should be issued and sold at this time; a summary of the general obligation
bonds authorized at such election, the principal amount authorized, amounts heretofore issued
and being issued pursuant to this ordinance and amounts remaining to be issued subsequent
hereto being as follows:
Date of Amount Previously Amount Being Premium Unissued
Election Purpose Authorized($) Issued ($) Issued($) Applied ($)* Balance($)
11-3-20 Street Improvements 49,875,000 -0- 18,030,000 1,170,000 30,675,000
* Premium in the amount of$1,170,000 which the City has allocated to and applied against the voted authorization referenced in the
above table results in a total amount of$19 200 000 allocated to and applied against the vot
ed pp g authorization.
AND WHEREAS, the Council hereby reserves and retains the right to issue the balance
of unissued bonds approved at such election 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,
102072021.4/1001111070
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 $18,275,000, to be designated and bear the title "CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS, SERIES 2021" (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 Bonds"); (2) for permanent public
improvements and public purposes, to wit: designing, acquiring, constructing, renovating,
improving, upgrading, updating, and equipping City streets, roads, and intersections, and related
curb, gutter, sidewalk, trail, drainage and utility infrastructure improvements, demolition, repair,
and rebuilding of existing streets, completing necessary or incidental utility relocation and
drainage in connection with the foregoing and the acquisition of land, easements, rights-of-way,
and other real property interests necessary therefor or incidental thereto, 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 April 15, 2021 (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 (%)
2022 1,270,000 2.000
2023 1,010,000 4.000
2024 890,000 4.000
2025 890,000 2.000
2026 890,000 2.000
2027 890,000 4.000
2028 890,000 4.000
2029 890,000 4.000
2030 890,000 4.000
2031 890,000 4.000
2032 890,000 2.000
2033 890,000 2.000
2034 890,000 2.000
2035 890,000 2.000
2036 890,000 2.000
2037 885,000 2.000
2038 885,000 2.000
2040 1,770,000 2.000
2041 885,000 2.000
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery to
the initial purchaser(anticipated to be June 1, 2021) at the rates per annum shown above in this
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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,
2022, until maturity or prior redemption.
Section 3: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption, or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, transfer and exchange of the
Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the City by
the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions
of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A,
and such reasonable rules and regulations as the Paying Agent/Registrar and the City may
prescribe. The Mayor or Mayor Pro Tern and City Secretary or Assistant City Secretary are
authorized to execute and deliver such Paying Agent/Registrar Agreement in connection with the
delivery of the Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at
all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall
be a commercial bank, trust company, financial institution or other entity qualified and authorized
to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon
any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a
written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid,
which notice shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to
the Paying Agent/Registrar at its designated offices, initially in East Syracuse, New York, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose
names appear in the Security Register at the close of business on the Record Date (the last
business day of the month next preceding each interest payment date) and shall be paid by the
Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the
address of the Holder recorded in the Security Register or (ii) by such other method, acceptable
to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the
date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest(which shall be 15 days after the Special Record Date)shall
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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, 2031, 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 February 15, 2030, 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, 2040
(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, 2040
Redemption Date Principal Amount
February 15, 2039 $ 885,000
February 15, 2040 (maturity) $ 885,000
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
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,
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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 surrender of any Bond (other than the Initial Bond(s) referenced in Section 8 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Bonds of authorized denominations and having the same Stated Maturity and
of a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
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Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the
Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States
mail, first-class, postage prepaid to the Holders, and, upon the registration and delivery thereof,
the same shall be the valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in
the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder anyBond called for redemption, in whole or in a wit
hin p part, 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
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
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definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants
and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be
assigned, transferred and exchanged on the Security Register maintained by the Paying
Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of
Sections 3, 4, and 5 hereof.
Section 7: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and
countersigned by the City Secretary or Assistant City Secretary. The signature of said officers on
the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of
individuals who are or were the proper officers of the City on the date of the adoption of this
Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that such
individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds
to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and
transfers, all as authorized and provided in the Texas Government Code, Chapter 1201, as
amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Exhibit B, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Exhibit B, manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered, and delivered.
Section 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the aggregate principal amount stated in Section 1 hereof
with principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1, or(ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from T-1
and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall
be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s)
shall be the Bond(s) submitted to the Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the Comptroller of Public Accounts of the State
of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s),
the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the Holders named at the addresses identified
therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
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
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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 2021 Bond Account" (the "Interest and
Sinking Fund") maintained on the records of the City and deposited in a special fund maintained
at an official depository of the City's funds; and such tax hereby levied, and to be assessed and
collected annually, is hereby pledged to the payment of the Bonds.
The Mayor, Mayor Pro Tern, City Manager, Assistant City Manager, Director of Finance,
City Secretary, and Assistant City Secretary of the City, any one or more of said officials, are
hereby authorized and directed to cause to be transferred to the Paying Agent/Registrar for the
Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and
discharge promptly each installment of principal of and interest on the Bonds as the same 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
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
102072021.4/1001111070 8
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 Oblig
ation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to
the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or(ii) Government Securities shall
have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow
agent, which Government Securities shall 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. In
the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor,
the Paying Agent/Registrar, an independent certified public accountant, or another qualified third
party concerning the sufficiency of the deposit of cash and/or Government Securities to pay, when
due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. 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.
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.
102072021.4/1001111070 9
it
III
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, (ii) noncallable obligations
of an agency or instrumentality of the United States, including obligations unconditionally
guaranteed or insured by the agency or instrumentality and, on the date of their acquisition or
purchase by the City, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a state or an
agency or a county, municipality, or other political subdivision of a state that have been refunded
and, on the date of their acquisition or purchase by the City, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
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 28 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.
Section 14: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
102072021.4/1001111070 10
"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.
(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
II I
102072021.4/1001111070 11
Gross Proceeds of the Refunded Bonds), and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(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 Bonds), 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.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof)and
shall retain all records of accounting for at least six years after the day on which
the last outstanding Bond is discharged. However, to the extent permitted by law,
102072021.4/1001111070 12
the City may commingle Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for each receipt and expenditure
of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(f) of
the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers (defined below) and the loan of the money represented thereby and in
order to induce such purchase by measures designed to insure the excludability
of the interest thereon from the gross income of the owners thereof for federal
income tax purposes, the City shall pay to the United States from the construction
fund, the general fund, or other appropriate fund or, if permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas,
the Interest and Sinking Fund, the amount that when added to the future value of
previous rebate payments made for the Bonds equals (i) in the case of a Final
Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one
hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case
of any other Computation Date, ninety percent (90%) of the Rebate Amount on
such date. In all cases, the rebate payments shall be made at the times, in the
installments, to the place and in the manner as is or may be required by section
148(f) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may be
required by Section 148(f)of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection h of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if
the transaction had been at arm's length and had the Yield of the Bonds not been relevant to
either party.
(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.
102072021.4/1001111070 13
(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.
(I) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern, City
Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City
Secretary, individually or jointly, to make elections permitted or required pursuant to the provisions
of the Code or the Regulations, as they deem necessary or appropriate in connection with the
Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or
document.
Section 15: Sale of Bonds — Official Statement Approval. Pursuant to a public sale for
the Bonds, the bid submitted by FHN Financial Capital Markets (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 $1,340,640.53 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 April 26, 2021 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 Council and constitute the Official Statement authorized
for distribution and use by the Purchaser.
Section 16: Control and Custody of Bonds. The Mayor or Mayor Pro Tem 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 17: Proceeds of Sale. Immediately following the delivery of the Bonds,
$19,200,000 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 paying agent for the Refunded Bonds for the redemption and payment
of the Refunded Bonds. The proceeds of sale of the Bonds not so deposited with the paying
agent for the Refunded Bonds for the refunding of the Refunded Bonds 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 Council of the City.
102072021.4/1001111070 14
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 paying agent for the Refunded Bonds from moneys on deposit in the interest and sinking fund
maintained for the payment of the Refunded Bonds the sum of $5,100 to accomplish the
refunding.
Section 18: Redemption of Refunded Bonds.
(a) The Refunded Bonds shall be redeemed and the same are hereby called for
redemption on June 1, 2021, 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 conditional 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 conditional notice of
redemption being attached hereto as Exhibit C and incorporated herein by reference as a part of
this Ordinance for all purposes.
(b) The redemption of the Refunded Bonds as described above being associated with
the refunding of the Refunded Bonds, the approval, authorization and arrangements herein given
and provided for the redemption of the Refunded Bonds on the redemption date 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 Bonds of the City's
decision to redeem the Refunded Bonds on the dates and in the manner herein provided and in
accordance with the ordinance authorizing the issuance of the Refunded Bonds and this
Ordinance. Any prior actions taken to effect the redemption of the Refunded Bonds, including
providing notice of redemption of the Refunded Bonds, in accordance with the applicable
provisions of the ordinance authorizing the issuance of the Refunded Bonds are hereby ratified,
confirmed, and approved in all respects.
Section 19: 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 20: 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,
102072021.4/1001111070 15
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 21: Legal Opinion. The obligation of the Purchaser to accept delivery of the
Bonds is subject to being furnished a final legal opinion of Norton Rose Fulbright US LLP, Dallas,
Texas ("Bond Counsel") approving such Bonds as to their validity, such opinion to be dated and
delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction
of such opinion is hereby authorized to be printed on or attached to the definitive Bonds or an
executed counterpart thereof shall accompany the Bonds deposited with DTC. The engagement
of Bond Counsel as bond counsel to the City is hereby approved, ratified and confirmed.
Section 22: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof
and neither the City nor attorneys approving the Bonds as to legality are to be held responsible
for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
Section 23: 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 24: 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 25: 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 26: Effect of Headings. The section headings herein are for convenience of
reference only and shall not affect the construction hereof.
Section 27: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine,feminine or neuter gender
shall be considered to include the other genders.
Section 28: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument
entered into in connection with, or pledged as a security or a source of payment for, an
existing or planned debt obligation; or (c) guarantee of a debt obligation or any such
derivative instrument; provided that "financial obligation" shall not include municipal
securities as to which a final official statement (as defined in the Rule) has been provided
to the MSRB consistent with the Rule.
102072021.4/1001111070 16
"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 2021, 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 2021. 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
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 timelymanner and not more than ten 10
P ( )
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
102072021.4/1001111070 17
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;
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material;
15. Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which reflect financial
difficulties.
For these purposes, (a) 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, and(b)the City intends the words used in immediately preceding subsections
(c)15 and (c)16 and the definition of Financial Obligation in this Section to have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated
August 20, 2018.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section while, but only while, the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that the City
in any event will give the notice required by subsection (c) hereof of any Bond calls and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
102072021.4/1001111070 18
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 anyamendments 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 Out
standing 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
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 29: Severability. If any provision of this Ordinance or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the Council hereby declares that
this Ordinance would have been enacted without such invalid provision.
Section 30: Further Procedures. Any one or more of the Mayor, Mayor Pro Tern, City
Manager, Assistant City Manager, Director of Finance, City Secretary, and Assistant City
Secretary are hereby expressly authorized, empowered and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge and deliver in the
name and on behalf of the City all agreements, instruments, certificates or other documents,
whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms
and provisions of this Ordinance and the issuance, sale and delivery of the Bonds. In addition,
prior to the delivery of the Bonds, the Mayor, Mayor Pro Tern, City Manager, Assistant City
Manager, Director of Finance, or Bond Counsel to the City are each hereby authorized and
directed to approve any changes or corrections to this Ordinance or to any of the documents
authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect, or
102072021.4/1001111070 19
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.
Additionally, the Mayor, Mayor Pro Tern, City Manager, Assistant City Manager, Director
of Finance, City Secretary, and Assistant City Secretary may execute, authenticate, certify, or
endorse or authorize to be executed, authenticated, certified, or endorsed with such officer's
facsimile signature instead of the officer's manual signature any written agreement, including a
contract, purchase order or surety bond, and any related document, including an application,
certificate, or approval. For purposes of this Ordinance, "facsimile signature" means a
reproduction of the manual signature of an authorized officer that is made by any method.
Section 31: Incorporation of Findings and Determinations. The findings and
determinations of the 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 32: 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 33: Effective Date. In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[remainder of page left blank intentionally]
102072021.4/1001111070 20
PASSED AND APPROVED, this April 26, 2021.
CITY NORT RICHLAND HILLS, TEXAS
ayor
ATTEST: ,0 �CHL ',.,
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City Secretary 0▪ fl
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(City Seal)
APPROVED AS TO FORM AND LEGALITY:
City Attorney
[signature page of Ordinance]
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
102072021.4/1001111070 A-1
EXHIBIT B
II
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 2021
Bond Date: Interest Rate: Stated Maturity CUSIP No:
April 15, 2021 % February 15, 20
Registered Owner:
Principal Amount:
The City of North Richland Hills, Texas (hereinafter referred to as the "City"), a body
corporate and political subdivision in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal
Amount hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the interest payment
date next preceding the "Registration Date" of this Bond appearing below(unless this Bond bears
a "Registration Date" as of an interest payment date, in which case it shall bear interest from such
date, or unless the "Registration Date" of this Bond is prior to the initial interest payment date in
which case it shall bear interest from the date of delivery to the initial purchasers (anticipated to
be June 1, 2021) 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, 2022, 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
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
102072021.4/1001111070 B-1
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 $18,275,000 (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 Bonds"); (2) for permanent public
improvements and public purposes, to wit: designing, acquiring, constructing, renovating,
improving, upgrading, updating, and equipping City streets, roads, and intersections, and related
curb, gutter, sidewalk, trail, drainage and utility infrastructure improvements, demolition, repair,
and rebuilding of existing streets, completing necessary or incidental utility relocation and
drainage in connection with the foregoing and the acquisition of land, easements, rights-of-way,
and other real property interests necessary therefor or incidental thereto, 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, 2040
Redemption Date Principal Amount
February 15, 2039 $ 885,000
February 15, 2040 (maturity) $ 885,000
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, 2031, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof(and if within a Stated Maturity by lot by the Paying Agent/Registrar),
on February 15, 2030, or on any date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption.
At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States mail, first-class, postage
prepaid, to the registered owners of each Bond to be redeemed at the address shown on the
Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
102072021.4/1001111070 B-2
redemption and notice of such redemption duly given, then upon such redemption date such Bond
(or the portion of its principal sum to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor; provided moneys for
the payment of the redemption price and the interest on the principal amount to be redeemed to
the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that such redemption is conditional upon the receipt of such moneys by the
Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction
of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received or such prerequisites are not satisfied, such notice shall be of no force and effect, the
City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner
in which the notice of redemption was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying
Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof; or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Bonds of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
102072021.4/1001111070 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)
102072021.4/1001111070 B-4
(b) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(c) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar in East Syracuse, New York is the
"Designated Payment/Transfer Office" for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Registration date:
By:
Authorized Signature
102072021.4/1001111070 B-5
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this
assignment must correspond with the
Signature guaranteed: name of the registered owner as it
appears on the face of the within Bond
in every particular.
(e) The Initial Bond(s) shall be in the 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 $18,275,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2021
Bond Date: April 15, 2021
Registered Owner: FHN FINANCIAL CAPITAL MARKETS
Principal Amount: EIGHTEEN MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND
DOLLARS
The City of North Richland Hills, Texas (hereinafter referred to as the "City"), a body
corporate and municipal corporation in the County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15
in each of the years and in principal installments in accordance with the following schedule:
YEAR OF STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS ($) RATE (%)
(Information to be inserted from schedule in Section 2 hereof).
102072021.4/1001111070 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 June 1, 2021) 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, 2022, until maturity or earlier redemption.
Principal installments of this Bond are payable on the Stated Maturity dates or on a redemption
date to the registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas,
Texas (the "Paying Agent/Registrar"), upon its presentation and surrender at its designated
offices, initially in East Syracuse, New York, or, with respect to a successor paying agent/registrar,
at the designated office of such successor (the "Designated Payment/Transfer Office"). Interest
is payable to the registered owner of this Bond whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date, and interest
shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,
the registered owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due. All payments of principal of, premium, if any, and interest
on this Bond shall be without exchange or collection charges to the owner hereof and in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
102072021.4/1001111070 B-7
EXHIBIT C
CONDITIONAL NOTICE OF REDEMPTION
CITY OF NORTH RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012
Dated December 1, 2011
NOTICE IS HEREBY GIVEN that a portion of the bonds of the above series maturing on
February 15 in each of the years 2022 through 2023, inclusive,and aggregating in the principal amount
of $255,000 have been called for redemption on June 1, 2021 (the "Redemption Date"), at the
redemption price of par and accrued interest to the date of redemption (the"Redemption Price"), such
bonds being identified as follows:
Year of Principal Amount Principal Amount CUSIP
Maturity Outstanding ($) Being Redeemed ($) Number
2022 340,000 130,000 661838EX6
2023 340,000 125,000 661838EY4
THIS CONDITIONAL NOTICE OF REDEMPTION, and the payment of the Redemption Price
on the Redemption Date, is subject to the receipt of an amount sufficient to pay in full the Redemption
Price on the Redemption Date.
IN THE EVENT funds for the payment of the Redemption Price are not received by the
Redemption Date, this notice shall be null and void and of no force and effect. Any bonds theretofore
delivered for redemption shall be returned to the respective owners thereof, and such bonds shall
remain outstanding as though this Conditional Notice of Redemption had not been given. Notice of
failure to receive funds and rescission of this redemption shall be given by the Paying Agent/Registrar
by first class mail to the registered holders of the bonds.
Provided such funds are received by the Redemption Date, such bonds shall become due and
payable on June 1, 2021, and interest thereon shall cease to accrue from and after such redemption
date and payment of the redemption price of such 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:
Registered/Certified Mail Air Courier In Person
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company, N.A. Trust Company, N.A. Global Corporate Trust
Attn: Debt Processing Window Attn: Fiscal Agencies Dept. Corporate Trust Window
111 Sanders Creek Parkway P.O. Box 396 101 Barclay Street 1st Floor East
East Syracuse, NY 13057 East Syracuse, NY 13057 New York, New York 10286
Phone: 800-254-2826 Phone: 800-254-2826 Phone: 800-254-2826
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the
redemption of such bonds and pursuant to an ordinance adopted by the City Council of the City of
North Richland Hills, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
102072021.4/1001111070 C-1