HomeMy WebLinkAboutOrdinance 2238
ORDINANCE NO. 2238
AN ORDINANCE authorizing the issuance of "CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1997"; specifying the
terms and features of said bonds; levying a
continuing direct annual ad valorem tax for the
paYment of said bonds; and resolving other matters
incident and related to the issuance, sale,
paYment and delivery of said bonds, including the
approval and execution of a Paying Agent/Registrar
Agreement, a Bond Purchase Agreement and a Special
Escrow Agreement and the approval and distribution
of an Official Statement; and providing an
effective date.
WHEREAS, the City Council of the City of North Richland
Hills, Texas (the "City") has heretofore issued, sold, and
delivered, and there is currently outstanding, obligations
totalling in principal amount $4,995,000 (collectively, the
"Refunded Obligations") more particularly described as follows:
(1) City of North Richland Hills, Texas,
General Obligation Bonds, Series 1991, dated
February 1, 1991, maturing on February 15 in each
of the years 2003 through 2011, and aggregating in
principal amount $1,725,000
(2) City of North Richland Hills, Texas, Tax
and Waterworks and Sewer System (Limited Pledge)
Revenue Certificates of Obligation, Series 1992,
dated February 1, 1992, maturing on February 15 in
each of the years 2004 through 2012, and
aggregating in principal amount $ 565,000
(3) City of North Richland Hills, Texas,
General Obligation Improvement Bonds, Series
1992-A, dated February 1, 1992, maturing on
February 15 in each of the years 2004 through
2012, and aggregating in principal amount $2,705,000
AND WHEREAS, pursuant to the provisions of Article 717k,
V.A.T.C.S., as amended, the City Council is authorized to issue
refunding bonds and deposit the proceeds of sale directly with any
place of paYment for the Refunded Obligations, and such deposit,
when made in accordance with said statute, shall constitute the
making of firm banking and financial arrangements for the discharge
and final paYment of the Refunded Obligations; and
WHEREAS, the City Council hereby finds and determines that
general obligation refunding bonds should be issued at this time to
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refund the Refunded Obligations, and such refunding will result in
the City saving approximately $215,033.15 in debt service paYments
on such indebtedness and further provide present value savings of
approximately $190,583.55; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH
RICHLAND HILLS, TEXAS:
SECTION 1: Authorization - Desiqnation - Principal Amount
- Purpose. General obligation refunding bonds of the City shall
be and are hereby authorized to be issued in the aggregate
principal amount of $5,455,000 to be designated and bear the title
"CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING
BONDS, SERIES 1997" (hereinafter referred to as the "Bonds"), for
the purpose of providing funds for the discharge and final paYment
of certain outstanding obligations of the City (identified in the
preamble hereof and referred to as the "Refunded Obligations") and
to pay costs of issuance, in accordance with authority conferred
by and in conformity with the Constitution and laws of the State
of Texas, including Article 717k, V.A.T.C.S.
SECTION 2: Fullv Registered Obliqations - Bond Date -
Authorized Denominations - Stated Maturities - Interest Rates.
The Bonds shall be issued as fully registered obligations only,
shall be dated September 1, 1997 (the "Issue Date"), shall be in
denominations of $5,000 or any integral multiple (within a Stated
Maturity, except for the single Initial Bond referenced in Section
8) 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 rate(s) per annum in
accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
1998 $ 60,000 4.25%
2002 55,000 4.40%
2003 210,000 4.45%
2004 485,000 4.55%
2005 520,000 4.65%
2006 535,000 4.75%
2007 575,000 4.85%
2008 590,000 4.90%
2009 630,000 4.90%
2010 655,000 5.00%
2011 670,000 5.125%
2012 470,000 5.125%
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The Bonds shall bear interest on the unpaid principal
amounts from the Issue Date at the rate(s) per annum shown above
in this Section (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on the Bonds shall be payable on
February 15 and August 15 in each year, commencing February 15,
1998.
SECTION 3: Terms of Payment - pavinq Agent/Reqistrar.
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 Bank One, Texas, N.A.,
Fort Worth, Texas to serve as Paying Agent/Registrar for the Bonds
is hereby approved and confirmed. Books and records relating to
the registration, paYment, exchange and transfer of the Bonds (the
"Security Register") shall at all times be kept and maintained on
behalf of the City by the Paying Agent/Registrar, all as provided
herein, in accordance with the terms and provisions of a "Paying
Agent/Registrar Agreement", substantially in the form attached
hereto as Exhibit A, and such reasonable rules and regulations as
the Paying Agent/Registrar and the City may prescribe. The Mayor
and City Secretary are hereby authorized to execute and deliver
such 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 bank, trust company,
financial institution or other entity qualified and authorized to
serve in such capacity and perform the duties and services of
Payi~g 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 redemption, only upon
presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Westerville, Ohio
(the "Designated PaYment/Transfer Office"). Interest on the Bonds
shall be paid to the Holders whose name appears in the Security
Register at the close of business on the Record Date (the last
business day of the month next preceding each interest paYment
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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 be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each Holder appearing on
the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
SECTION 4: Redemption. (a) optional Redemption. The Bonds
having Stated Maturities on and after February 15, 2008 shall be
subject to redemption prior to maturity, at the option of the
City, in whole or in part in principal amounts of $5,000 or any
integral multiple thereof (and if within a Stated Maturity by lot
by the Paying Agent/Registrar), on February 15, 2007 or on any
date thereafter at the redemption price of par plus accrued
inte~est to the date of redemption.
(b) Exercise of Redemption option. 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. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the governing body
of the City.
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(c) Selection of Bonds for Redemption. If less than all
outstanding Bonds of the same stated Maturity are to be redeemed
on a redemption date, the Paying Agent/Registrar shall treat such
Bonds as representing the number of Bonds outstanding which is
obtained by dividing the principal amount of such Bonds by $5,000
and shall select the Bonds to be redeemed within such Stated
Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30)
days prior to a redemption date for the Bonds, a notice of
redemption shall be sent by United States Mail, first class
postage prepaid, in the name of the City and at the City's
expense, to each Holder of a Bond to be redeemed in whole or in
part at the address of the Holder appearing on the Security
Register at the close of business on the business day next
preceding the date of mailing such notice, and any notice of
redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of
redemption for the Bonds, (ii) identify the Bonds to be redeemed
and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state
the redemption price, (iv) state that the Bonds, or the portion of
the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified, and the interest
thereon, or on the portion of the principal amount thereof to be
redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the
Bonds, or the principal amount thereof to be redeemed, shall be
made at the Designated PaYment/Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by
the Holder. If a Bond is subject by its terms to prior redemption
and has been called for redemption and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or
the principal amount thereof to be redeemed) shall become due and
payable and interest thereon shall cease to accrue from and after
the- rèdemption date therefor; provided moneys sufficient for the
paYment of such Bond (or of the principal amount thereof to be
redeemed) at the then applicable redemption price are held for the
purpose of such payment by the Paying Agent/Registrar.
SECTION 5: Reqistration - Transfer - Exchanqe of Bonds-
Predecessor Bonds. The Paying Agent/Registrar shall obtain,
record, and maintain in the security Register the name and address
of each and every owner of the Bonds issued under and pursuant to
the provisions of this Ordinance, or if appropriate, the nominee
thereof. Any Bond may be transferred or exchanged for Bonds of
other authorized denominations by the Holder, in person or by his
duly authorized agent, upon surrender of such Bond to the Paying
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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 (except for the single Initial
Bond referenced in Section 8 hereof) for transfer at the
Designated Payment/Transfer Office of the paying Agent/ Registrar,
one or more new Bonds shall be registered and issued to the
assignee or transferee of the previous Holder; such Bonds to be in
authorized denominations, of like Stated Maturity and of a like
aggregate principal amount as the Bond or Bonds surrendered for
transfer.
At the option of the Holder, Bonds (other than the single
Initial Bond referenced in Section 8) may be exchanged for other
Bonds of authorized denominations and having the same Stated
Maturity, bearing the same rate of interest and of like aggregate
principal amount as the Bonds surrendered for exchange, upon
surrender of the Bonds to be exchanged at the Designated
PaYment/Transfer Office of the Paying Agent/ Registrar. Whenever
any Bonds are surrendered for exchange, the Paying Agent/Registrar
shall register and deliver new Bonds to the Holder requesting the
exchange.
All Bonds issued in any transfer or exchange of Bonds shall
be delivered to the Holders at the Designated Payment/Transfer
Office of the Paying Agent/Registrar or sent by united States
Mail, first class, postage prepaid to the Holders, and, upon the
registration and delivery thereof, the same shall be the valid
obligations of the City, evidencing the same obligation to pay,
and entitled to the same benefits under this Ordinance, as the
Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this
SectiQn 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 def ined 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
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a replacement Bond has been issued, registered and delivered in
lieu thereof pursuant to the provisions of Section 11 hereof and
such new replacement Bond shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be
required to issue or transfer to an assignee of a Holder any Bond
called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however,
such limitation on transferability shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond called
for redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions.
Notwithstanding the provisions contained in Sections 3, 4 and 5
hereof relating to the payment, and transfer/exchange of the
Bonds, the City hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement and transfer
system provided by The Depository Trust Company (DTC), a limited
purpose trust company organized under the laws of the State of New
York, in accordance with the requirements and procedures
identified in the Letter of Representation, by and between the
City, the Paying Agent/Registrar and DTC (the "Depository
Agreement") relating to the Bonds.
Pursuant to the Depository Agreement and the rules of DTC,
the Bonds shall be deposited with DTC who shall hold said Bonds
for its participants (the "DTC Participants"). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the
Bonds on the Security Register for all purposes, including payment
and notices, shall be Cede & Co., as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner of
each Bond (the "Beneficial Owners") being recorded in the records
of DTC and DTC participants.
In the event DTC determines to discontinue serving as
securities depository for the Bonds or otherwise ceases to provide
book-èntry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly
discharging its duties as securities depository for the Bonds, the
City covenants and agrees with the Holders of the Bonds to cause
Bonds to be printed in definitive form and provide for the Bond
certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the Bonds in
definitive form shall be assigned, transferred and exchanged on
the 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.
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SECTION 7: Execution - Reqistration. The Bonds shall be
executed on behalf of the City by the Mayor under its seal
reproduced or impressed thereon and countersigned by the City
Secretary. 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 Issue Date shall be deemed to be duly executed on
behalf of the City, notwithstanding that such individuals or
either of them shall cease to hold such offices at the time of
delivery of the Bonds to the initial purcha~er(s) and with respect
to Bonds delivered in subsequent exchanges and transfers, all as
authorized and provided in the Bond Procedures Act of 1981, as
amended.
No Bond shall be entitled to any right or benefit under
this Ordinance, or be valid or obligatory for any purpose, unless
there appears on such Bond either a certificate of registration
substantially in the form provided in section 9C, manually
executed by the Comptroller of Public Accounts of the State of
Texas, or his duly authorized agent, or a certificate of
registration sUbstantially in the form provided in section 9D,
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 total principal amount noted in section 1 with
principal installments to become due and payable as provided in
Section 2 hereof and numbered T-1, or (ii) as twelve (12) 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
thereòf. The Initial Bond(s) shall be the Bonds submitted to the
Office of the Attorney General of the State oÎ 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 deli very 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
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designee thereof, and such other information and documentation as
the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms. A. Forms Generally. The Bonds, the
Registration Certificate of the Comptroller of Public Accounts of
the State of Texas, the Registration certificate of Paying
Agent/Registrar, and the form of Assignment to be printed on each
of the Bonds, shall be substantially in the forms set forth in
this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required
by this Ordinance and may have such letters, numbers, or other
marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures
of the American Bankers Association) and such legends and
endorsements (including insurance legends on insured Bonds 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, or engraved or typewritten, photocopied or
otherwise reproduced in any other similar manner, all as
determined by the officers executing such Bonds as evidenced by
their execution thereof.
B.
Form of Definitive Bond.
REGISTERED
$
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF NORTH RICHLAND HILLS, TEXAS,
GENERAL OBLIGATION REFUNDING BOND,
SERIES 1997
Issue Date: Interest Rate:
September 1, 1997
Stated Maturity: CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of North Richland Hills (hereinafter referred to
as the "City"), a body corporate and municipal corporation in the
County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the
order of the Reg istered Owner named above, or the reg istered
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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 Issue Date 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,
1998. Principal of this Bond is payable at its Stated Maturity or
redemption to the registered owner hereof, upon presentation and
surrender, at the Designated PaYment/Transfer Office of the Paying
Agent/Registrar executing the registration certificate appearing
hereon, or its successor. 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. All payments of principal of, premium, if any, and
interest on this Bond shall be without exchange or collection
charges to the owner hereof and in any coin or currency of the
United States of America which at the time of paYment is legal
tender for the paYment of public and private debts.
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $5,455,000 (herein
referred to as the "Bonds") for the purpose of providing funds for
the discharge and final payment of certain outstanding obligations
of the City (identified in the Ordinance hereinafter referenced
and referred to as the "Refunded obligations") and to pay costs of
issuance, under and in strict conformity with the Constitution and
laws of the State of Texas, including Article 717k, V.A.T.C.S.,
and p~rsuant to an Ordinance adopted by the City Council of the
City (herein referred to as the "Ordinance").
The Bonds maturing on and after February 15, 2008 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, 2007, or on any
date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption and upon 30 days prior
written notice being sent by united States Mail, first class
postage prepaid, to the registered owners of the Bonds to be
redeemed, and sUbject to the terms and provisions relating thereto
contained in the Ordinance. If this Bond (or any portion of the
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principal sum hereof) shall have been duly called for redemption
and notice of such redemption duly given, then upon such
redemption date this Bond (or the portion of the principal sum
hereof 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 of a partial redemption of the principal
amount of this Bond, payment of the redemption price of such
principal amount shall be made to the registered owner only upon
presentation and surrender of this Bond to the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and there
shall be issued to the registered owner hereof, without charge, 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 hereof. If this Bond is
selected for redemption, in whole or in part, the City and the
paying Agent/Registrar shall not be required to transfer this Bond
to an assignee of the registered owner within 45 days of the
redemption date therefor; provided, however, such limitation on
transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance hereof in the event of
its redemption in part.
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
Ord-inànce 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, 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
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transfer in form satisfactory to the Paying Agent/Registrar duly
executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or
more new fully registered Bonds of the same Stated Maturity, of
authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the
Paying Agent/Registrar to the designated transferee or
transferees.
The City and the Paying Agent/Registrar, and any agent of
either, shall treat the registered owner whose name appears on the
Security Register (i) on the Record Date as the owner entitled to
paYment of interest hereon, (ii) on the date of surrender of this
Bond as the owner entitled to payment of principal hereof at its
Stated Maturity or its redemption, in whole or in part, and (iii)
on any other date as the owner for all other purposes, and neither
the City nor the Paying Agent/ Registrar, or any agent of either,
shall be affected by notice to the contrary. In the event of
nonpaYment of interest on a 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
issuañce 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.
04580M
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IN WITNESS WHEREOF, the City Council of the City has caused
this Bond to be duly executed under the official seal of the City
as of the Issue Date.
CITY OF NORTH RICHLAND HILLS,
TEXAS
COUNTERSIGNED:
Mayor
City Secretary
(SEAL)
C. *Form of Registration Certificate of Comptroller of
Public Accounts to appear on Initial Bond(s) onlY.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
(
(
(
(
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined,
certified as to validity and approved by the Attorney General of
the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
_ WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER:
Do Not Print on Definitive Bonds
04580M
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D. Form of certificate of Payinq Aqent/Reqistrar to
appear on Definitive Bonds onlY.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
Thi~ 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
Westerville, Ohio, is the Designated Payment/Transfer Office for
this Bond.
BANK ONE, TEXAS, N.A.,
Fort Worth, Texas,
as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
E. Form of Assiqnment.
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 ...................
· . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
att-orney 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 name of the registered owner
as it appears on the face of the
within Bond in every particular.
Signature guaranteed:
0458055
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F.
The Initial Bond(s) shall be in the form set forth
in paragraph B of this Section. except that the
form of the sinqle fully registered Initial Bond
shall be modified as follows:
(i)
immediately under the name of the bond the headings
"Interest Rate " and "Stated
Maturity " shall both be omitted;
( ii)
Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Dollars
The City of North Richland Hills (hereinafter referred to
as the "City"), a body corporate and municipal corporation in the
County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the
order of 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
MATURITY
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in section 2 hereof).
(or so much principal thereof as shall not have been prepaid prior
to maturity) and to pay interest on the unpaid Principal Amount
hereof from the Issue Date 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, 1998. principal
installments of this Bond are payable in the year of maturity or
on a prepaYment date to the registered owner hereof by Bank One,
Texas, N. A., Fort Worth, Texas (the "Paying Agent/Registrar"),
upon presentation and surrender, at its designated offices in
Westerville, Ohio (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
0458055
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expense of, the registered owner. All payments of principal of,
premium, if any, and interest on this Bond shall be without
exchange or collection charges to the owner hereof and in any coin
or currency of the united states of America which at the time of
payment is legal tender for the payment of public and private
debts.
SECTION 10: Levv of Taxes. To provide for the paYment of
the "Debt Service Requirements" of the Bonds, being (i) the
interest on the Bonds and (ii) a sinking fund for their redemption
at maturity or a sinking fund of 2% (whichever amount is the
greater), there is hereby levied, and there shall be annually
assessed and collected in due time, form, and manner, a tax on all
taxable property in the City, within the limitations 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 1997 Refunding 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.
Proper officers of the City are hereby authorized and
directed to cause to be transferred to the Paying Agent/ Registrar
for the Bonds, from funds on deposit in the Interest and Sinking
Fund, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Bonds as the same
accruès or matures; such transfers of funds to be made in such
manner as will cause collected funds to be deposited with the
Paying Agent/Registrar on or before each principal and interest
paYment date for the Bonds.
SECTION 11: Mutilated - Destroyed - Lost and Stolen Bonds.
In case any Bond shall be mutilated, or destroyed, lost or stolen,
the Paying Agent/Registrar may execute and deliver a replacement
Bond of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange
and substitution for such mutilated Bond, 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
0458055
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thereof with the Paying Agent/ Registrar of evidence satisfactory
to the Paying Agent/ Registrar of the destruction, loss or theft
of such Bond, and of the authenticity of the ownership thereof and
(ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the
Paying Agent/ Registrar harmless. All expenses and charges
associated with such indemnity and with the preparation, execution
and delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this section
shall be a valid and binding obligation, and shall be entitled to
all the benefits of this Ordinance equally and ratably with all
other outstanding Bonds; notwithstanding the enforceability of
payment by anyone of the destroyed, lost, or stolen Bonds.
The provisions of this section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: satisfaction of Obliqation of city. If the
City shall payor cause to be paid, or there shall otherwise be
paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated
in this Ordinance, then the pledge of taxes levied under this
Ordinance and all covenants, agreements, and other obligations of
the City to the Holders shall thereupon cease, terminate, and be
discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to
have been paid within the meaning and with the effect expressed
above in this section when (i) money sufficient to pay in full
such Bonds or the principal amount(s) thereof at maturity or to
the redemption date therefor, together with all interest due
thereon, shall have been irrevocably deposited with and held in
trust _ by the Paying Agent/Registrar, or an authorized escrow
agent, or (ii) Government Securities shall have been irrevocably
deposited in trust with the Paying Agent/ Registrar, or an
authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to mature as to
principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient
money, together with any moneys deposited therewith, if any, to
pay when due the principal of and interest on such Bonds, or the
principal amount(s) thereof, on and prior to the Stated Maturity
thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor acceptable to the paying
Agent/Registrar have been made) the redemption date thereof. The
city covenants that no deposit of moneys or Government Securities
0458055
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will be made under this Section and no use made of any such
deposit which would cause the Bonds to be treated as "arbitrage
bonds" within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the paying Agent/ Registrar,
or an authorized escrow agent, and all income from Government
Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not
required for the payment of the Bonds, or any principal amount(s)
thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited
as directed by the City. Furthermore, any money held by the
Paying Agent/Registrar for the payment of the principal of and
interest on the Bonds and remaining unclaimed for a period of
four (4) years after the Stated Maturity, or applicable redemption
date, of the Bonds such moneys were deposited and are held in
trust to pay shall upon the request of the City be remitted to the
City against a written receipt therefor. Notwithstanding the
above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable
unclaimed property laws of the State of Texas.
The term "Government Securities", as used herein, means
direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the united
States of America, which are non-callable prior to the respective
Stated Maturities of the Bonds and may be united States Treasury
Obligations such as the State and Local Government Series and may
be in book-entry form.
SECTION 13: Ordinance a Contract Amendments
Outstandinq 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. The City
may, without the consent of or notice to any Holders, from time to
time ånd 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 affected thereby, 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,
0458055
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( 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 shall have the following meanings:
"Closing Date" means the date on which the Bonds
are first authenticated and delivered to the initial
purchasers against paYment therefor.
"Code" means the Internal Revenue Code of 1986, as
amended by all legislation, if any, effective on or
before the Closing Date.
"Computation Date" has the meaning set forth in
section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in
section 1.148-1(b) of the Regulations, and any
replacement proceeds as defined in section 1.148-1 (c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in section
1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment
property, as defined in section 148(b) of the Code, in
which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes
of the Bonds.
0458055
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"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 (i) any Investment has the meaning set
forth in section 1.148-5 of the Regulations; and (ii)
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,
respecti vely, 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
Matur~ty of Bonds:
(1) exclusively own, operate and-possess all property
the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with Gross
Proceeds of the Bonds (including property financed with Gross
Proceeds of the Refunded Obligations), and not use or permit
the use of such Gross Proceeds (including all contractual
arrangements with terms different than those applicable to
the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on
by any person or entity (including the united states or any
agency, department and instrumentality thereof) other than a
0458055
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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
treatßd as using Gross Proceeds of the Bonds or any property
the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such
Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Obligations), other than taxes of
general application within the City or interest earned on
investments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the Regulations and rulings
thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state
or local government. For purposes of the foregoing covenant, such
Gross Proceeds are considered to be "loaned" to a person or entity
if: (1) property acquired, constructed or improved with such Gross
Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes;
(2) capacity in or service from such property is committed to such
person or entity under a take-or-pay, output or similar contract
or arrangement; or (3) indirect benefits, or burdens and benefits
of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent of
a loan.
(e) Not to Invest at Hiqher 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
0458055
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Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent
otherwise provided in section 148(f) of the Code and the
Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds
(including all receipts, expenditures and investments
thereof) on its books of account separately and apart
from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of
accounting for at least six years after the day on which
the last outstanding Bond is discharged. However, to
the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for
each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation
Date, the City shall calculate the Rebate Amount in
accordance with rules set forth in section 148(f) of the
Code and the Regulations and rulings thereunder. The
City shall maintain such calculations with its official
transcript of proceedings relating to the issuance of
the Bonds until six years after the final Computation
Date.
(3) As additional consideration for the purchase
of the Bonds by the Purchasers 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 out of the Interest and Sinking
fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney
General of the State of Texas, 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
04M055
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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 wi thin 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 addi tional Rebate Amount owed to it,
interest thereon, and any penalty imposed under section
1.14S-3(h) of the Regulations.
(i) Not to Divert Arbitraqe 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) Elections. The City hereby directs and authorizes the
Mayor, City Secretary, City Manager, and Director of Finance,
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.
(k) Bonds Not Hedqe 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.
(I) Oualified Advance Refundinq. The Bonds are issued
exclusively to refund the Refunded obligations, and the Bonds will
be issued more than 90 days before the redemption of the Refunded
Obligations. The City represents as follows:
(1) The Bonds are the first advance refunding of
the Refunded Obligations, within the meaning of section
149(d) (3) of the Code.
04580M
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(2) The Refunded Obligations are being called for
redemption, and will be redeemed not later than the
earliest date on which such bonds may be redeemed.
(3) The initial temporary period under section
148(C) of the Code will end: (i) with respect to the
proceeds of the Bonds not later than 30 days after the
date of issue of such Bonds; and (ii) with respect to
proceeds of the Refunded Obligations on the Closing Date
if not ended prior thereto.
(4) On and after the date of issue of the Bonds,
no proceeds of the Refunded Obligations will be invested
in Nonpurpose Investments having a Yield in excess of
the Yield on such Refunded Obligations.
(5) The Bonds are being issued for the purposes
stated in the preamble of this Ordinance. There is a
present value savings associated with the refunding. In
the issuance of the Bonds the City has neither:
(i) overburdened the tax-exempt bond market by issuing
more bonds, issuing bonds earlier or allowing bonds to
remain outstanding longer than reasonably necessary to
accomplish the governmental purposes for which the Bonds
were issued; (ii) employed on "abusive arbitrage device"
within the meaning of section 1.148-10(a) of the
Regulations; nor (iii) employed a "device" to obtain a
material financial advantage based on arbitrage, within
the meaning of section 149 (d) (4) of the Code, apart from
savings attributable to lower interest rates and reduced
debt service payments in early years.
SECTION 15: Sale of Bonds - Official Statement Approval.
The Bonds authorized by this Ordinance are hereby sold by the City
to Rauscher pierce Refsnes, Inc. and Southwest Securities, Inc.
(herein referred to as the "Purchasers") in accordance with the
Bond Purchase Agreement, dated September 8, 1997, attached hereto
as -Exhibit B and incorporated herein by reference as a part of
this Ordinance for all purposes. The Mayor.is hereby authorized
and directed to execute said Bond Purchase Agreement for and on
behalf of the City and as the act and deed of this Council, and in
regard to the approval and execution of the Bond Purchase
Agreement, the Council hereby finds, determines and declares that
the representations, warranties and agreements of the City
contained in the Bond Purchase Agreement are true and correct in
all material respects and shall be honored and performed by the
city.
Furthermore, the use of the Official Statement by the
Purchasers in connection with the public offering and sale of the
0458055
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Bonds is hereby ratified, confirmed and approved in all respects.
The final Official statement, which reflects the terms of sale,
attached as Exhibit A to the Bond Purchase Agreement (together
with such changes approved by the Mayor, City Secretary, City
Manager, or Director of Finance, one or both of said officials),
shall be and is hereby in all respects approved and the Purchasers
are hereby authorized to use and distribute said final Official
statement, dated September 8, 1997, in the reoffering, sale and
deli very of the Bonds to the public. The Mayor and City Secretary
are further authorized and directed to manually execute and
deliver for and on behalf of the City copies of said Official
Statement in final form as may be required by the Purchasers, and
such final Official statement in the form and content manually
executed by said officials shall be deemed to be approved by the
city Council and constitute the Official statement authorized for
distribution and use by the Purchasers.
SECTION 16: Special Escrow Aqreement Approval and Execution.
The "Special Escrow Agreement" (the "Agreement") by and between
the City and Bank One, Texas, N.A., Fort Worth, Texas (the "Escrow
Agent"), attached hereto as Exhibit C and incorporated herein by
reference as a part of this Ordinance for all purposes, is hereby
approved as to form and content, and such Agreement in
substantially the form and substance attached hereto, together
with such changes or revisions as may be necessary to accomplish
the refunding or benefit the City, is hereby authorized to be
executed by the Mayor and City Secretary for and on behalf of the
City and as the act and deed of this City Council; and such
Agreement as executed by said officials shall be deemed approved
by the City council and constitute the Agreement herein approved.
Furthermore, appropriate officials of the City in cooperation
with the Escrow Agent are hereby authorized and directed to make
the necessary arrangements for the purchase of the Federal
Securities referenced in the Agreement and the delivery thereof to
the Escrow Agent on the day of delivery of the Bonds to the
Purch~sers for deposit to the credit of the "SPECIAL 1997 CITY OF
NORTH RICHLAND HILLS, TEXAS, REVENUE REFUNDING BOND ESCROW FUND"
(the "Escrow Fund"); all as contemplated and provided in Article
717k, V.A.T.C.S., as amended, this Ordinance and the Agreement.
SECTION 17: Control and Custody of Bonds. The Mayor of
the City shall be and is hereby authorized to take and have charge
of all necessary orders and records pending investigation by the
Attorney General of the State of Texas, including the printing and
supply of definitive Bonds, and shall take and have charge and
control of the Initial Bond (s) pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of
Public Accounts and the delivery thereof to the Purchasers.
0458055
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Furthermore, the Mayor, Mayor Pro Tem, City Manager, Director
of Finance, and City Secretary, anyone or more of said officials,
are hereby authorized and directed to furnish and execute such
agreements, documents and certifications relating to the City and
the issuance, sale and delivery of the Bonds, including
certifications as to facts, estimates, circumstances and
reasonable expectations pertaining to the use, expenditure and
investment of the proceeds of the Bonds, as may be necessary for
the approval of the Attorney General, the registration by the
Comptroller of Public Accounts and the delivery of the Bonds to
the Purchasers, and, together with the City's bond counsel and the
Paying Agent/Registrar, make the necessary arrangements for the
delivery of the Initial Bond(s) to the Purchasers and the initial
exchange thereof for definitive Bonds.
SECTION 18: Proceeds of Sale. Immediately following the
delivery of the Bonds, the proceeds of sale thereof (less certain
costs of issuance and the accrued interest received from the
Purchasers of the Bonds) shall be deposited with the Escrow Agent
for application and disbursement in accordance with the provisions
of the Agreement. The proceeds of sale of the Bonds not so
deposited with the Escrow Agent for the refunding of the Refunded
Obligations shall be disbursed and deposited for paYment of costs
of issuance and deposited in the Interest and Sinking Fund all in
accordance with written instructions from the city.
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
defec~ 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 no~ice 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.
0458055
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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 deli ver to the Paying
Agent/Registrar for cancellation any Bonds previously certif ied or
registered and delivered which the City may have acquired in any
manner whatsoever, and all Bonds so delivered shall be promptly
cancelled by the Paying Agent/Registrar. All cancelled Bonds held
by the Paying Agent/Registrar shall be returned to the City.
SECTION 21: Leqal Opinion. The obI igation of the
Purchasers to accept delivery of the Bonds is subject to being
furnished a final opinion of Fulbright & Jaworski L.L.P.,
Attorneys, Dallas, Texas, approving such Bonds as to their
validity, said opinion to be dated and delivered as of the date of
delivery and payment for such Bonds. A true and correct
reproduction of said opinion or an executed counterpart thereof is
hereby authorized to be either printed on definitive printed
obligations or deposited with DTC along with the global
certificates for the implementation and use of the Book Entry Only
System used in the settlement and transfer of the Bonds.
SECTION 22: CUSIP Numbers. CUSIP numbers may be printed
or typed on the Bonds deposited with The Depository Trust Company
or on printed 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: Benef its of Ordinance. Nothing in this
Ordinance, expressed or implied, is intended or shall be construed
to c9nfer 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, and this Ordinance and all its provisions is
intended to be and shall be 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.
0458055
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SECTION 25: Governinq 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.
herein ar~ for convenience only and
construction hereof.
The Section headings
shall not affect the
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: Severability. If any provision of this
Ordinance or the application thereof to any circumstance shall be
held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be
valid, and the City Council hereby declares that this Ordinance
would have been enacted without such invalid provision.
SECTION 29: Incorporation of Findings and Determinations.
The findings and determinations of the City Council contained in
the preamble hereof are hereby incorporated by reference and made
a part of this Ordinance for all purposes as if the same were
restated in full in this section.
SECTION 30: continuinq Disclosure Undertakinq. (a)
Definitions. As used in this Section, the following terms have
the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has
determined to be a nationally recognized municipal securities
infor~ation repository within the meaning of the Rule from time to
time.
time.
"Rule" means SEC Rule 15c2-12, as amended from time to
"SEC" means the United States Securities and Exchange
Commission.
0458055
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"SID" means any person designated by the state of Texas
or an authorized department, officer, or agency thereof as, and
determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. The city shall provide annually to each
NRMSIR and any SID, within six months after the end of each fiscal
year (beginning with the fiscal year ending September 30, 1997)
. financial information and operating data with respect to the City
of the general type included in the final Official Statement
approved in Section 15 hereof, being the information described in
Exhibit D hereto. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles
described in Exhibit D hereto and (2) 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 audited
financial statements are not so provided, then the City shall
provide audited financial statements for the applicable fiscal
year to each NRMSIR and any SID, when and if audited financial
statements become available.
If the City changes its fiscal year, it will notify each
NRMSIR and any SID 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 (including an official statement or other offering
document, if it is available from the MSRB) that theretofore has
been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID
and either each NRMSIR or the MSRB, in a timely manner, of any of
the fQllowing events with respect to the Bonds, if such event is
material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3 . Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements ref lecting
financial difficulties;
0458055
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5. Substitution of credit or liquidity providers, or
their failure to perform;
6. Adverse tax opinions or events affecting the tax-
exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing
repaYment of the Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or
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) 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
infor~ation, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this section
and does not hereby undertake to provide any other information
that may be relevant or material to a complete presentation of the
City's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with
this section or otherwise, except as expressly provided herein.
The City does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
0458055
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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.
The provisions of this Section may be amended by the
City from time to time to adapt to changed circumstances resulting
from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the
City, but only if (1) the provisions of this Section, as so
amended, would have permitted an underwriter to purchase or sell
Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the
Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the Holders of a majority in
aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consent to such amendment or
(b) a Person that is unaffiliated· with the City (such as
nationally recognized bond counsel) determines that such amendment
will not materially impair the interests of the Holders and
beneficial owners of the Bonds. The provisions of this Section
may also be amended from time to time or repealed by the City if
the SEC amends or repeals the applicable provisions of the Rule or
a court of final jurisdiction determines that such provisions are
invalid, but only if and to the extent that reservation of the
City'f? 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 filed with each NRMSIR and
SID pursuant to subsection (b) of this section an explanation, in
narrative form, of the reasons for the amendment and of the impact
of any change in the type of financial information or operating
data so provided.
0458055
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SECTION 31: 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 V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 32: Effective Date. This Ordinance shall be in
full force and effect from and after its passage on the date shown
below, and it is so ordained.
PASSED AND ADOPTED, this September 8, 1997.
CITY OF NORTH RICHLAND HILLS, TEXAS
CKa~
~
ATTEST:
(lâI;V&¿ ~
City Secretary
(City Seal)
0458055
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t.XHlalr A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of September 8, 1997 (this
"Agreement"), by and between the City of North Richland Hills,
Texas (the "Issuer"), and Bank One Texas, N.A., Fort Worth, Texas,
a national association duly organized and existing under the laws
of the united States of America, (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the
issuance of its "City of North Richland Hills, Texas, General
obligation Refunding Bonds, Series 1997" (the "Securities") in the
aggregate principal amount of $5,455,000, which Securities are
scheduled to be delivered to the initial purchasers on or about
October 14, 1997; and
WHEREAS, the Issuer has selected the Bank to serve as Paying
Agent/Registrar in connection with the payment of the principal
of, premium, if any, and interest on said Securities and with
respect to the registration, transfer and exchange thereof by the
registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for
and on behalf of the Issuer and has full power and authority to
perform and serve as Paying Agent/Registrar for the securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
section 1.01. Appointment. The Issuer hereby appoints the
Bank to serve as Paying Agent with respect to the Securities, and,
as Paying Agent for the Securities, the Bank shall be responsible
for paying on behalf of the Issuer the principal, premium (if
any), and interest on the Securities as the same become due and
payable to the registered owners thereof; all in accordance with
this Agreement and the "Bond Resolution" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to
the Securities and, as Registrar for the Securities, the Bank
shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to
the transfer and exchange thereof as provided herein and in the
"Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve
as the Paying Agent and Registrar for the Securities.
0458072
section 1.02. Compensation. As compensation for the Bank's
services as Paying Agent/Registrar, the Issuer hereby agrees to
pay the Bank the fees and amounts set forth in Annex A attached
hereto for the first year of this Agreement and thereafter the
fees and amounts set forth in the Bank's current fee schedule then
in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before
90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer agrees to reimburse the Bank upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) .
ARTICLE TWO
DEFINITIONS
section 2.01. Definitions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Security means the date on
and after which the principal or any or all installments of
interest, or both, are due and payable on any Security which
has become accelerated pursuant to the terms of the Secur i ty .
"Bank Office" means the offices of the Bank located in
Westerville, Ohio at the address appearing in section 3.01
hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or
qrdinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the Secretary
or any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer,
ending September 30th.
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City Manager, Assistant City Manager, Director of
Finance, or City secretary, anyone or more of said
officials, and delivered to the Bank.
EXHiBIT A
0458072
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"Legal Holiday" means a day on which the Bank is
required or authorized to be closed.
"Person" means any individual, corporation, partnership,
joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or
political subdivision of a government.
"Predecessor Securities" of any particular Security
means every previous Security evidencing all or a portion of
the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any
mutilated, lost, destroyed, or stolen Security for which a
replacement Security has been registered and delivered in
lieu thereof pursuant to Section 4.06 hereof and the
Resolution).
"Record Date" means the Record Date as defined in the
Bond Resolution.
"Redemption Date" when used with respect to any Security
to be redeemed means the date fixed for such redemption
pursuant to the terms of the Bond Resolution.
"Responsible Officer" when used with respect to the Bank
means the Chairman or Vice-Chairman of the Board of
Directors, the Chairman or Vice-Chairman of the Executive
Committee of the Board of Directors, the President, any Vice
President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust
Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the
above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Securities" means the securities defined in the recital
paragraphs herein.
"Security Register" means a register maintained by the
Bank on behalf of the Issuer providing for the registration
and transfers of Securities.
"Stated Maturity" means the date specified in the Bond
Resolution the principal of a Security is scheduled to be due
and payable.
0458072
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EXHIBIT A
section 2.02. Other Definitions. The terms "Bank,"
"Issuer," and "Securities (Security)" have the meanings assigned
to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the
performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
sectlon 3.01. Duties of Paying Aqent. As Paying Agent, the
Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on
behalf of the Issuer the principal of each Security at its Stated
Maturity, Redemption Date, or Acceleration Date, to the Holder
upon surrender of the Security to the Bank at the following
offices:
Bank One, Texas, N.A.
Attention: Securities Transfer
235 West Schrock Road
Westerville, Ohio 43081-0393
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid
each Holder and making payment thereof to the Holders of the
Securities (or their Predecessor Securities) on the Record Date
(as defined in the Resolution). All payments of principal and/or
interest on the Securities to the registered owners shall be
accomplished (1) by the issuance of checks, payable to the
registered owners, drawn on the fiduciary account provided in
section 5.05 hereof, sent by united States mail, first class,
postage prepaid, to the address appearing on the Security Register
or (2) by such other method, acceptable to the Bank, requested in
writi~g by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs
the Bank to pay the principal of and interest on the Securities at
the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
section 4.01. Security Reqister - Transfers and Exchanqes.
The Bank agrees to keep and maintain for and on behalf of the
Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names
and addresses of the Holders of the Securities, the transfer,
exchange and replacement of the Securities and the payment of the
principal of and interest on the Securities to the Holders and
containing such other information as may be reasonably required by
0458072
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EXHIBIT A
the Issuer and subj ect to such reasonable regulations as the
Issuer and Bank may prescribe. The Bank represents and warrants
its office in Fort Worth, Texas will at all times have immediate
access to the Security Register by electronic or other means and
will be capable at all times of producing a hard copy of the
Security Register at its Fort Worth office for use by the Issuer.
All transfers, exchanges and replacement of Securities shall be
noted in the Security Register.
Every Security surrendered for transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of
transfer, the signature on which has been guaranteed by an officer
of a federal or state bank or a member of the National Association
of Securities Dealers, in form satisfactory to the Bank, duly
executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels
necessary to effect a re-registration, transfer or exchange of the
Securities.
To the extent possible and under reasonable circumstances,
the Bank agrees that, in relation to an exchange or transfer of
Securities, the exchange or transfer by the Holders thereof will
be completed and new Securities delivered to the Holder or the
assignee of the Holder in not more than three (3) business days
after the receipt of the Securities to be cancelled in an exchange
or transfer and the written instrument of transfer or request for
exchange duly executed by the Holder, or his duly authorized
agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. certificates. The Issuer shall provide an
adequate inventory of printed Securities to facilitate transfers
or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use
and r~asonable care will be exercised by the Bank in maintaining
such Securities in safekeeping, which shall be not less than the
care maintained by the Bank for debt securities of other
governments or corporations for which it serves as registrar, or
that is maintained for its own securities.
section 4.03. Form of Security Reqister. The Bank, as
Registrar, will maintain the security Register relating to the
registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the
time.
EXHIBIT A
0458072
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The Security Register may be maintained in written form or in
any other form capable of being converted into written form within
a reasonable time.
section 4.04. List of Security Holders. The Bank will
provide the Issuer at any time requested by the Issuer, upon
paYment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the
information contained in the Security Register at any time the
Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the written
request of, an authorized officer or employee of the Issuer,
except upon receipt of a court order or as otherwise required by
law. Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will
notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security
Register.
section 4.05. Return of Cancelled certificates. The Bank
will, at such reasonable intervals as it determines, cancel and
destroy, pursuant to the Securities and Exchange Act of 1934, all
Securities in lieu of which or in exchange for which other
Securities have been issued, or which have been paid.
section 4.06. Mutilated. Destroyed. Lost or Stolen Securi-
ties. The Issuer hereby instructs the Bank, subject to the
provisions of section 11 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities as long as the same does not
result in an over issuance.
+n case any Security shall be mutilated, or destroyed, lost
or stolen, the Bank may execute and deliver a replacement Security
of like form and tenor, and in the same denomination and bearing
a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only upon
the approval of the Issuer and after (i) the filing by the Holder
thereof with the Bank of evidence satisfactory to the Bank of the
destruction, loss or theft of such Security, and of the
authenticity of the ownership thereof and (ii) the furnishing to
the Bank of indemnification in an amount satisfactory to hold the
Issuer and the Bank harmless. All expenses and charges associated
with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of
the Security mutilated, or destroyed, lost or stolen.
0458072
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EXHIBIT A
section 4.07. Transaction Information to Issuer. The Bank
will, within a reasonable time after receipt of written request
from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to section 3.01, Securities it has
delivered upon the transfer or exchange of any Securities pursuant
to section. 4.01, and Securities it has delivered in exchange for
or in lieu of mutilated, destroyed, lost, or stolen Securities
pursuant to section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to
perform the duties set forth herein and agrees to use reasonable
care in the performance thereof.
Section 5.02. Reliance on Documents. Etc. (a) The Bank
may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be
proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank
to expend or risk its own funds or otherwise incur any financial
liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties. without limiting the
generality of the foregoing statement, the Bank need not examine
the ownership of any Securities, but is protected in acting upon
receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be
signed by the Holder or an agent of the Holder. The Bank shall
not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counselor any opinion of counsel shall be full and
complete authorization and protection with respect to any action
0458072
-7-
EXHIBIT A
taken, suffered, or omitted by it hereunder in good faith and in
reliance thereon.
(f) The Bank may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through
agents or attorneys of the Bank.
section 5.03. Recitals of Issuer. The recitals contained
herein with respect to the Issuer and in the Securities shall be
taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
section 5.04. May Hold Securities. The Bank, in its
individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/Registrar, or
any other agent.
section 5.05. Moneys Held by Bank - Fiduciary Account/
Collateralization. A fiduciary account shall at all times be kept
and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the
payment of the Securities, and money deposited to the credit of
such account until paid to the Holders of the Securities shall be
continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas
and the laws of the united States of America to secure and be
pledged as collateral for fiduciary accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such fiduciary account shall be made by check
drawn on such fiduciary account unless the owner of such
Securities shall, at its own expense and risk, request such other
mediu~ of paYment.
The Bank shall be under no liability·· for interest on any
money received by it hereunder.
Subject to the applicable unclaimed property laws of the
State of Texas, any money deposited with the Bank for the payment
of the principal, premium (if any), or interest on any Security
and remaining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to
the Issuer, and the Holder of such Security shall thereafter look
only to the Issuer for payment thereof, and all liability of the
Bank with respect to such moneys shall thereupon cease.
section 5.06. Indemnification. To the extent permitted by
law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without
0458072
-8-
EXHiB'T A
negligence or bad faith on its part, arising out of or in
connection with its acceptance or administration of its duties
hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of
its powers or duties under this Agreement.
section 5.07. Interpleader. The Issuer and the Bank agree
that the Bank may seek adjudication of any adverse claim, demand,
or controversy over its person as well as funds on deposit, in
either a Federal or state District Court located in the state and
County where either the Bank Office or the administrative offices
of the Issuer is located, and agree that service of process by
certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall
consti tute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of Interpleader
in any court of competent jurisdiction to determine the rights of
any Person claiming any interest herein.
section 5.08. DTC Services. It is hereby represented and
warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the
Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements", effective
December 12, 1994, which establishes requirements for securities
to be eligible for such type depository trust services, including,
but not limited to, requirements for the timeliness of payments
and funds availability, transfer turnaround time, and notification
of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
section 6.01. Amendment. This Agreement may be amended only
by an agreement in writing signed by both of the parties hereto.
section 6.02. Assiqnment. This Agreement may not be
assigned by either party without the prior written consent of the
other.
section 6.03. Notices. Any request, demand, authorization,
direction, notice, consent, waiver, or other document provided or
permitted hereby to be given or furnished to the Issuer or the
Bank shall be mailed or delivered to the Issuer or the Bank,
respectively, at the addresses shown on page 11.
section 6.04. Effect of Headinqs. The Article and section
headings herein are for convenience only and shall not affect the
construction hereof.
EXHIBIT A
0458072
-9-
section 6.05. Successors and Assiqns. All covenants and
agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
section 6.06. Severability. In case any provision herein
shall be .invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
section 6.07. Benefits of Agreement. Nothing herein,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
section 6.08. Entire Aqreement. This Agreement and the Bond
Resolution constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and
if any conflict exists between this Agreement and the Bond
Resolution, the Bond Resolution shall govern.
section 6.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same
Agreement.
Section 6.10. Termination. This Agreement will terminate
(i) on the date of final paYment of the principal of and interest
on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice;
provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such
appointment accepted and (b) notice given to the Holders of the
Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree
that the effective date of an early termination of this Agreement
shall. not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
The resigning paying Agent/Registrar may petition any court
of competent jurisdiction for the appointment of a successor
Paying Agent/Registrar if an instrument of acceptance by a
successor Paying Agent/Registrar has not been delivered to the
resigning Paying Agent/Registrar within sixty (60) days after the
giving of such notice of resignation.
Upon an early termination of this Agreement, the Bank agrees
to promptly transfer and deliver the Security Register (or a copy
thereof), together with other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar
designated and appointed by the Issuer.
EXHIBIT A
0458072
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The provisions of Section 1. 02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
section 6.11. Governinq Law. This Agreement shall be
construed in accordance with and governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
BANK ONE, TEXAS, N.A.,
Fort Worth, Texas
BY
Title:
[SEAL]
Attest:
Title:
Address: 500 Throckmorton
suite 704-West Complex
Fort Worth, Texas 76102
CITY OF NORTH RICHLAND HILLS, TEXAS
BY
Mayor
(CITY SEAL)
Attest:
Address: P. o. Box 820609
North Richland Hills, Texas
76180
City $ecretary
EXHIBIT A
0458072
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EXH\B\1 G
SPECIAL ESCROW AGREEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
THIS SPECIAL ESCROW AGREEMENT (the "Agreement"), made and
entered into as of September 8, 1997, by and between the City of
North Richland Hills, Texas, a duly incorporated municipal
corporation in Tarrant County, Texas (the "City") acting by and
through the Mayor and City Secretary, and Bank One, Texas, N.A.,
Fort Worth, Texas, a national banking association organized and
existing under the laws of the united States of America, or its
successors or assigns hereunder (the "Bank"),
WIT N E SSE T H :
WHEREAS, the City has duly issued certain obligations now
outstanding in the aggregate amount $4,995,000 (hereinafter
collectively referred to as the "Refunded Obligations") and more
particularly described as follows:
(1) City of North Richland Hills, Texas,
General Obligation Bonds, Series 1991, dated
February 1, 1991, maturing on February 15 in each
of the years 2003 through 2011, and aggregating in
principal amount $1,725,000
(2) City of North Richland Hills, Texas, Tax
and Waterworks and Sewer System (Limited Pledge)
Revenue certificates of Obligation, Series 1992,
dated February 1, 1992, maturing on February 15 in
each of the years 2004 through 2012, and
aggregating in principal amount $ 565,000
. (3) ci ty of North Richland Hills, Texas,
General Obligation Improvement Bonds, Series
1992-A, dated February 1, 1992, maturing on
February 15 in each of the years 2004 through
2012, and aggregating in principal amount $2,705,000
AND WHEREAS, in accordance with the provisions of Article
717k, V.A.T.C.S., as amended (the "Act"), the City is authorized to
sell refunding bonds in an amount sufficient to provide for the
paYment of obligations to be refunded, deposit the proceeds of such
refunding bonds with any place of payment for the obligations being
refunded and enter into an escrow or similar agreement with such
place of paYment for the safekeeping, investment, reinvestment,
administration and disposition of such deposit, upon such terms and
conditions as the parties may agree, provided such deposits may be
0458068
invested only in direct obligations of the United states of
America, including obligations the principal of and interest on are
unconditionally guaranteed by the united states of America,
(hereinafter called the "Federal Securities") that mature and/or
bear interest payable at such times and in such amounts as will be
sufficient. to provide for the scheduled payment of Refunded
Obligations; and
WHEREAS, the Refunded Obligations are scheduled to mature, or
be redeemed, and interest thereon is payable on the dates and in
the manner set forth in Exhibit A attached hereto and incorporated
herein by reference as a part of this Agreement for all purposes;
and
WHEREAS, the City on the 8th day of September, 1997, pursuant
to an ordinance (the "Bond Ordinance") finally passed and adopted
by the City Council, authorized the issuance of bonds known as
"City of North Richland Hills, Texas, General Obligation Refunding
Bonds, Series 1997" (the "Bonds"), and such Bonds are being issued
to refund, discharge and make final payment of the principal of and
interest on the Refunded Obligations; and
WHEREAS, upon the delivery of the Bonds, the proceeds of sale,
together with other available funds of the City, are to be
deposited with the Bank and used in part to purchase the Federal
Securities listed and identified in Exhibit B attached hereto and
incorporated by reference as a part of this Agreement for all
purposes; and
WHEREAS, the Federal Securities shall be held and deposited to
the credit of the "Escrow Fund" to be established and maintained by
the Bank in accordance with this Agreement; and
WHEREAS, the Federal Securities, together with the beginning
cash balance in the Escrow Fund, shall mature and the interest
thereon shall be payable at such times to insure the existence of
monie!¡; sufficient to pay the principal amount of the Refunded
Ob1igations and the accrued interest thereon, as the same shall
become due in accordance with the terms of the ordinances
authorizing the issuance of the Refunded Obligations and as set
forth in Exhibit A attached hereto; and
WHEREAS, the City has completed all arrangements for the
purchase of the Federal Securities listed in Exhibit B and the
deposit and credit of the same to the Escrow Fund as provided
herein; and
WHEREAS, the Bank is a national banking association organized
and existing under the laws of the United States of America,
Q.458068
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EXHIBIT G
possessing trust powers and is fully qualified and empowered to
enter into this Agreement; and
WHEREAS, in section 16 of the Bond Ordinance, the City Council
duly approved and authorized the execution of this Agreement; and
WHEREAS, the City and the Escrow Agent, as the case may be,
shall take all action necessary to call, pay, redeem and retire
said Refunded Obligations in accordance with the provisions
thereof, including, without limitation, all actions required by the
ordinances authorizing the Refunded Obligations, the Act, the Bond
Ordinance and this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, and to secure the payment of the principal of and
the interest on the Refunded Obligations as the same shall become
due, the City and the Bank hereby mutually undertake, promise and
agree as follows:
SECTION 1: Receipt of Refunded Bond Ordinances. Receipt
of copies of the ordinances authorizing the issuance of the
Refunded Obligations and the Bond Ordinance are hereby acknowledged
by the Bank. Reference herein to or citation herein of any
provision of said documents shall be deemed an incorporation of
such provision as a part hereof in the same manner and with the
same effect as if it were fully set forth herein.
SECTION 2: Escrow Fund Creation/Funding. There is hereby
created by the City with the Bank a special segregated and
irrevocable trust fund designated "SPECIAL 1997 CITY OF NORTH
RICHLAND HILLS, TEXAS, REFUNDING BOND ESCROW FUND" (hereinafter
called the "Escrow Fund") for the benefit of the holders of the
Refunded Obligations, and, immediately following the delivery of
the Bonds, the City agrees and covenants to cause to be deposited
with the Bank the following amounts:
.$5,298,653.00 for the purchase of Federal Securities
identified in Exhibit B to be held for the
account of the Escrow Fund
$
.21 for deposit in the Escrow Fund as a
beginning cash balance.
The Bank hereby accepts the Escrow Fund and further agrees to
receive said moneys, apply the same as set forth herein, and to
hold the cash and Federal Securities deposited and credited to the
Escrow Fund for application and disbursement for the purposes and
in the manner provided in this Agreement.
0458068
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EXHIBIT C
SECTION 3: Escrow Fund Sufficiency Warranty. The city hereby
represents that the cash and Federal securities, together with the
interest to be earned thereon, deposited to the credit of the
Escrow Fund will be sufficient to pay the principal of and premium
and interest on the Refunded Obligations as the same shall become
due and payable, and such Refunded Obligations, and the interest
thereon, are to mature or be redeemed and shall be paid at the
times and in the amounts set forth and identified in Exhibit A
attached hereto.
FURTHERMORE, the Bank acknowledges receipt of a copy of the
resolution providing for the redemption of (i) the Series 1991
Refunded Obligations on February 1, 2001 at the redemption price of
par plus accrued interest thereon and (ii) the Series 1992 Refunded
Obligations and the Series 1992-A Refunded Obligations on
February 15, 2002 at the redemption price of par plus accrued
interest thereon; all in accordance with the provisions of the
notice requirements applicable to said Refunded Obligations and the
notice requirements contained in the respective ordinance
authorizing such Refunded Obligations.
The Bank agrees to cause a notice of redemption pertaining to
the Refunded Obligations to be sent to the registered owners
thereof appearing on the registration books at least thirty (30)
days prior to the respective redemption date therefor.
SECTION 4: Pledge of Escrow. The Bank agrees that all cash
and Federal Securities, together with any income or interest earned
thereon, held in the Escrow Fund shall be and is hereby irrevocably
pledged to the payment of the principal of and interest on the
Refunded Obligations which will mature and become due on and after
the date of this Agreement, and such funds initially deposited and
to be received from maturing principal and interest on the Federal
Securities in the Escrow Fund shall be applied solely in accordance
with the provisions of this Agreement.
SECTION 5: Escrow Insufficiency - City Warrantv to Cure. If,
for any reason, the funds on hand in the Escrow Fund shall be
insufficient to make the payments set forth in Exhibit A attached
hereto, as the same becomes due and payable, the City shall make
timely deposits to the Escrow Fund, from lawfully available funds,
of additional funds in the amounts required to make such payments.
Notice of any such insufficiency shall be immediately given by the
Bank to the City by the fastest means possible, but the Bank shall
in no manner be responsible for the City's failure to make such
deposits.
SECTION 6: Escrow Fund Securities/Seqreqation. The Bank
shall hold said Federal Securities and moneys in the Escrow Fund at
all times as a special and separate trust fund for the benefit of
0458068
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EXHIBIT C
the holders of the Refunded Obligations, wholly segregated from
other moneys and securities on deposit with the Bank; shall never
commingle said Federal Securities and moneys with other moneys or
securities of the Bank; and shall hold and dispose of the assets
therein only as set forth herein. Nothing herein contained shall
be construed as requiring the Bank to keep the identical moneys, or
any part thereof, in said Escrow Fund, if it is impractical, but
moneys of an equal amount, except to the extent such are
represented by the Federal Securities, shall always be maintained
on deposit in the Escrow Fund by the Bank, as trustee; and a
special account evidencing such facts shall at all times be
maintained on the books of the Bank.
SECTION 7: Escrow Fund Collections/Payments. The Bank shall
from time to time collect and receive the principal of and interest
on the Federal Securities as they respectively mature and become
due and credit the same to the Escrow Fund. On or before each
principal and/or interest payment date or redemption date, as the
case may be, for the Refunded Obligations shown in Exhibit A
attached hereto, the Bank, without further direction from anyone,
including the City, shall cause to be withdrawn from the Escrow
Fund the amount required to pay the accrued interest on the
Refunded Obligations due and payable on said payment date and the
principal of the Refunded Obligations due and payable on said
paYment date or redemption date, as the case may be, and the amount
withdrawn from the Escrow Fund shall be immediately transmitted and
deposited with the paying agent for the Refunded Obligations to be
paid with such amount. The paying agent for the Refunded
Obligations is the Bank.
If any Refunded Obligation thereon shall not be presented for
payment when the principal thereof or interest thereon shall have
become due, and if cash shall at such times be held by the Bank in
trust for that purpose sufficient and available to pay the
principal of such Refunded Obligation and interest thereon it shall
be the duty of the Bank to hold said cash without liability to the
holder of such Refunded Obligation for interest thereon after such
maturity or redemption date, in trust for the benefit of the holder
of such Refunded Obligation, who shall thereafter be restricted
exclusively to said cash for any claim of whatever nature on his
part on or with respect to said Refunded Obligation, including for
any claim for the paYment thereof and interest thereon. All cash
required by the provisions hereof to be set aside or held in trust
for the paYment of the Refunded Obligations, including interest
thereon, shall be applied to and used solely for the paYment of the
Refunded Obligations and interest thereon with respect to which
such cash has been so set aside in trust.
Subject to the provisions of the last sentence of section 25
hereof, cash held by the Bank in trust for the paYment and
0458068
-5-
EXHiBIT C
discharge of any of the Refunded Obligations and interest thereon
which remains unclaimed for a period of four (4) years after the
stated maturity date or redemption date of such Refunded
Obligations shall be returned to the city. Notwithstanding the
above and foregoing, any remittance of funds from the Bank to the
City shall be subject to any applicable unclaimed property laws of
the state of Texas.
SECTION 8: Disposal of Refunded Obliqations. All Refunded
Obligations cancelled on account of payment by the Bank shall be
disposed of or otherwise destroyed by the Bank, and an appropriate
certificate of destruction furnished the City.
SECTION 9 : Escrow Fund Encumbrance. The escrow created
hereby shall be irrevocable and the holders of the Refunded
Obligations shall have an express lien on all moneys and Federal
Securities in the Escrow Fund until paid out, used and applied in
accordance with this Agreement.
Unless disbursed in payment of the Refunded Obligations, all
funds and the Federal Securities received by the Bank for the
account of the City hereunder shall be and remain the property of
the Escrow Fund and the City and the owners of the Refunded
Obligations shall be entitled to a preferred claim and shall have
a first lien upon such funds and Federal Securities enjoyed by a
trust beneficiary. The funds and Federal Securities received by
the Bank under this Agreement shall not be considered as a banking
deposit by the City and the Bank and the City shall have no right
or title with respect thereto, except as otherwise provided herein.
Such funds and Federal Securities shall not be subject to checks or
drafts drawn by the city.
SECTION 10: Absence of Bank Claim/Lien on Escrow Fund.
The Bank shall have no lien whatsoever upon any of the moneys or
Federal Securities in the Escrow Fund for paYment of services
rendered hereunder, services rendered as paying agent/registrar for
the R~funded Obligations, or for any costs or expenses incurred
hereunder and reimbursable from the city.
SECTION 11: Substitution of Investments/Reinvestments. (a)
The Bank shall be authorized to accept initially and temporarily
cash and/or substituted Federal Securities pending the delivery of
the Federal Securities identified in the Exhibit B attached hereto,
or shall be authorized to redeem the Federal Securities and
reinvest the proceeds thereof, together with other moneys held in
the Escrow Fund in noncallable direct obligations of the united
States of America provided such early redemption and reinvestment
of proceeds does not change the repayment schedule of the Refunded
Obligations appearing in Exhibit A and the Bank receives the
following:
0458068
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EXHIBIT G
(1) an opinion by an independent certified public
accountant to the effect that (i) the initial and/or
temporary substitution of cash and/or securities for one
or more of the Federal Securities identified in
Exhibit B pending the receipt and delivery thereof to
the Escrow Agent or (ii) the redemption of one or more
of the Federal Securities and the reinvestment of such
funds in one or more substituted securities (which shall
be noncallable direct obligations of the United states
of America), together with the interest thereon and
other available moneys then held in the Escrow Fund,
will, in either case, be sufficient, without
reinvestment, to pay, as the same become due in
accordance with Exhibit A, the principal of, and
interest on, the Refunded Obligations which have not
previously been paid, and
(2) with respect to an early redemption of Federal
securities and the reinvestment of the proceeds thereof,
an unqualified opinion of nationally recognized
municipal bond counsel to the effect that (a) such
investment will not cause interest on the Bonds or
Refunded Obligations to be included in the gross income
for federal income tax purposes, under the Code and
related regulations as in effect on the date of such
investment, or otherwise make the interest on the Bonds
or the Refunded Obligations subject to Federal income
taxation and (b) such reinvestment complies with the
Constitution and laws of the State of Texas and with
all relevant documents relating to the issuance of the
Refunded Obligations and the Bonds.
(b) If on the date and in the amount shown in Exhibit C
attached hereto there exists cash in the Escrow Fund, the Bank and
the City agree at least fifteen (15) days prior to such date, to
subscribe for the purchase of United States Treasury Securities -
state.and Local Government Series (SLGS) bearing zero interest (0%)
and on such date, in the amount and scheduled to mature as provided
in Exhibit C and subscription forms prepared therefor as may be
then required by the united States Department of the Treasury;
provided that the then existing rules and regulations and policy of
united States Department of the Treasury permit and authorize such
investments. Should the policy, rules and regulations of the
united States Department of Treasury not permit or authorize the
purchase of such SLGS at such time or times, such cash balance or
balances shall remain uninvested and held in trust for the benefit
of the holders of the Refunded Obligations and used for the payment
of the Refunded Obligations on the dates and in the amount such
moneys would have been expended had such SLGS been acquired and
matured.
0458068
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EXHIBIT GA
SECTION 12: Restriction on Escrow Fund Investments -
Reinvestment. Except as provided in section 11 hereof, moneys in
the Escrow Fund will be invested only in the Federal Securities
listed in Exhibit B and neither the City nor the Bank shall
reinvest any moneys deposited in the Escrow Fund except as
specificallY provided by this Agreement.
SECTION 13: Excess Funds. If at any time through redemption
or cancellation of the Refunded Obligations there exists or will
exist excesses of interest on or maturing principal of the Federal
Securities in excess of the amounts necessary hereunder for the
Refunded Obligations, the Bank may transfer such excess amounts to
or on the order of the City, provided that the City delivers to the
Bank the following:
(1) an opinion by an independent certified public
accountant that after the transfer of such excess, the
principal amount of securities in the Escrow Fund,
together with the interest thereon, and other available
monies then held in the Escrow Fund, will be sufficient
to pay, as the same become due and without reinvestment,
in accordance with Exhibit A, the principal of, and
interest on, the Refunded Obligations which have not
previously been paid, and
(2) an unqualified opinion of nationally
recognized municipal bond counsel to the effect that (a)
such transfer will not cause interest on the Bonds or
the Refunded Obligations to be included in gross income
for federal income tax purposes, under the Code and
related regulations as in effect on the date of such
transfer, or otherwise make the interest on the Bonds or
the Refunded Obligations subject to Federal income
taxation, and (b) such transfer complies with the
Constitution and laws of the State of Texas and with all
relevant documents relating to the issuance of the
~efunded Obligations or the Bonds.
SECTION 14: Collateralization. The Bank shall continuously
secure the monies in the Escrow Fund not invested in Federal
Securities by a pledge of direct obligations of the united States
of America, in the par or face amount at least equal to the
principal amount of said uninvested monies to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
SECTION 15: Absence of Bank's Liability for Investments.
The Bank shall not be liable or responsible for any loss resulting
from any investment made in the Federal Securities or substitute
securities as provided in section 11 hereof.
0458068
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EXHIBIT C
SECTION 16: Bank's Compensation - Escrow Administration/
Settlement of Payinq Aqent's Charqes. The City agrees to pay the
Bank for the performance of services hereunder and as
reimbursement for anticipated expenses to be incurred hereunder
the amount of $3,750.00 and, except for reimbursement of costs and
expenses incurred by the Bank pursuant to sections 3, 11 and 19
hereof, the Bank hereby agrees said amount is full and complete
paYment for the administration of this Agreement.
The City also agrees to deposit with the Bank on the
effective date of this Agreement, the sum of $9,900.00 and the
Bank acknowledges and agrees that such amount is and represents
the total amount of compensation due the Bank for services
rendered as paying agent for the Refunded Obligations. The Bank
hereby agrees to pay, assume and be fully responsible for any
additional charges that it may incur in the performance of its
duties and responsibilities as paying agent for the Refunded
Obligations.
The City acknowledges and agrees that the above amount
deposited with the Escrow Agent to cover paying agents' charges
and expenses does not include amounts which shall become due and
payable for services rendered as registrar and transfer agent for
fully registered Refunded Obligations, and the City agrees to pay
directly to each "registrar" for the Refunded Obligations all
reasonable costs, expenses and charges incurred in connection with
the maintenance of the registration books and records and the
transfer of such fully registered obligations as and when such
costs, expenses and charges are incurred and against written
invoices, statements or bills submitted therefor.
SECTION 17: Escrow Aqent's Duties / Responsibilities/
Liability. The Bank shall not be responsible for any recital
herein, except with respect to its organization and its powers and
authori ty. As to the existence or nonexistence of any fact
relating to the City or as to the sufficiency or validity of any
instr~ment, paper or proceedings relating to the City, the Bank
shall be entitled to rely upon a certificate signed on behalf of
the City by its City Manager or Mayor and/ or -Ci ty Secretary of the
City as sufficient evidence of the facts therein contained. The
Bank may accept a certificate of the city Secretary under the
City's seal, to the effect that a resolution or other instrument
in the form therein set forth has been adopted by the City Council
of the City, as conclusive evidence that such resolution or other
instrument has been duly adopted and is in full force and effect.
0458068
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EXHIBIT C
The duties and obligations of the Bank shall be determined
solely by the express provisions of this Agreement and the Bank
shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this
Agreement against the Bank.
In the absence of bad faith on the part of the Bank, the Bank
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificate or opinion furnished to the Bank, conforming to the
requirements of this Agreement; but notwithstanding any provision
of this Agreement to the contrary, in the case of any such
certificate or opinion or any evidence which by any provision
hereof is specifically required to be furnished to the Bank, the
Bank shall be under a duty to examine the same to determine
whether it conforms to the requirements of this Agreement.
The Bank shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Officers of the Bank
unless it shall be proved that the Bank was negligent in
ascertaining or acting upon the pertinent facts.
The Bank shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in aggregate
principal amount of all said Refunded Obligations at the time
outstanding relating to the time, method and place of conducting
any proceeding for any remedy available to the Bank not in
conflict with the intent and purpose of this Agreement. For the
purposes of determining whether the holders of the required
principal amount of said Refunded obligations have concurred in
any such direction, Refunded Obligations owned by any obligor upon
the Refunded Obligations, or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with such obligor, shall be disregarded, except that for
the p~rposes of determining whether the Bank shall be protected in
relying on any such direction only Refunded obligations which the
Bank knows are so owned shall be so disregarded.
The term "Responsible Officers" of the Bank, as used in this
Agreement, shall mean and include the Chairman of the Board of
Directors, the President, any Vice President and any Second Vice
President, the Secretary and any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and every other officer and
assistant officer of the Bank customarily performing functions
similar to those performed by the persons who at the time shall be
officers, respectively, or to whom any corporate trust matter is
referred, because of his knowledge of and familiarity with a
particular subject; and the term "Responsible Officer" of the
0458068
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EXHIBiT
~,
L;
Bank, as used in this Agreement, shall mean and include any of
said officers or persons.
SECTION 18: Limitation Re: Bank's Duties/Responsibilities/
Liabilities to Third Parties. The Bank shall not be responsible
or liable. to any person in any manner whatever for the
sufficiency, correctness, genuineness, effectiveness, or validity
of this Agreement with respect to the City, or for the identity or
authority of any person making or executing this Agreement for and
on behalf of the City. The Bank is authorized by the City to rely
upon the representations of the City with respect to this
Agreement and the deposits made pursuant hereto and as to the
City's right and power to execute and deliver this Agreement, and
the Bank shall not be liable in any manner as a result of such
reliance. The duty of the Bank hereunder shall only be to the
City and the holders of the Refunded Obligations. Neither the
City nor the Bank shall assign or attempt to assign or transfer
any interest hereunder or any portion of any such interest. Any
such assignment or attempted assignment shall be in direct
conflict with this Agreement and be without effect.
SECTION 19: Interpleader. In the event conflicting demands
or notices are made upon the Bank growing out of or relating to
this Agreement or the Bank in good faith is in doubt as to ~hat
action should be taken hereunder, the Bank shall have the right at
its election to:
(a) withhold and stop all further proceedings in,
and performance of, this Agreement with respect to the
issue in question and of all instructions received
hereunder in regard to such issue; and
(b) File a suit in interpleader and obtain an
order from a court of appropriate jurisdiction requiring
all persons involved to interplead and litigate in such
court their several claims and rights among themselves.
In the event the Bank becomes involved in litigation in
connection with this Section, the City, to the extent permitted by
law, agrees to indemnify and save the Bank harmless from all loss,
cost, damages, expenses and attorney fees suffered or incurred by
the Bank as a result thereof. The obligations of the Bank under
this Agreement shall be performable at the corporate office of the
Bank in the City of Fort Worth, Texas.
The Bank may advise with legal counsel in the event of any
dispute or question regarding the construction of any of the
provisions hereof or its duties hereunder, and in the absence of
negligence or bad faith on the part of the Bank, no liability
shall be incurred by the Bank for any action taken pursuant to
0458068
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EXHIBIT C
this section and the Bank shall be fully protected in acting in
accordance with the opinion and instructions of legal counsel that
is knowledgeable and has expertise in the field of law addressed
in any such legal opinion or with respect to the instructions
given.
SECTION 20: Accountinq - Annual Report. Promptly after
September 30th of each year, commencing with the year 1997, while
the Escrow Fund is maintained under this Agreement, the Bank shall
forward to the City, to the attention of the Director of Finance,
or other designated official of the City, a statement in detail of
the Federal Securities and monies held, and the current income and
maturities thereof, and the withdrawals of money from the Escrow
Fund for the preceding 12 month period ending September 30th of
each year.
SECTION 21: Notices. Any notice, authorization, request or
demand required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed as
follows:
CITY OF NORTH RICHLAND HILLS, TEXAS
P. o. Box 820609
North Richland Hills, Texas 76180
Attention: Director of Finance
BANK ONE, TEXAS, N.A.
500 Throckmorton, suite 704
Fort Worth, Texas 76102
Attention: Corporate Trust Department
The u~ited States Post Office registered or certified mail receipt
showing delivery of the aforesaid shall be conclusive evidence of
the date and fact of delivery.
Any party hereto may change the address to which notices are
to be delivered by giving to the other parties not less than ten
(10) days prior notice thereof.
SECTION 22: Performance Date. Whenever under the terms of
this Agreement the performance date of any provision hereof,
including the date of maturity of interest on or principal of the
Refunded Obligations, shall be a Sunday or a legal holiday or a
day on which the Bank is authorized by law to close, then the
performance thereof, including the payment of principal of and
0458068
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EXHIBIT C
interest on the Refunded Obligations, need not be made on such
date but may be performed or paid, as the case may be, on the next
succeeding business day of the Bank with the same force and effect
as if made on the date öf performance or payment and with respect
to a payment, no interest shall accrue for the period after such
date.
SECTION 23: Warranty of Parties Re: Power to Execute and
Deliver Escrow Aqreement. The City covenants that it will
faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this
Agreement, in any and every said Refunded Obligation as executed,
authenticated and delivered and in all proceedings pertaining
thereto as said Refunded Obligations shall have been modified as
provided in this Agreement. The City covenants that it is duly
authorized under the Constitution and laws of the State of Texas
to execute and deliver this Agreement, that all actions on its
part for the payment of said Refunded Obligations as provided
herein and the execution and delivery of this Agreement have been
duly and effectively taken and that said Refunded Obligations and
coupons in the hands of the holders and owners thereof are and
will be valid and enforceable obligations of the City according to
the import thereof as provided in this Agreement.
SECTION 24: Severability. If anyone or more of the
covenants or agreements provided in this Agreement on the part of
the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the
remaining covenants and agreements herein contained and shall in
no way affect the validity of the remaining provisions of this
Agreement. In the event any covenant or agreement contained in
this Agreement is declared to be severable from the other
provisions of this Agreement, written notice of such event shall
immediately be given to each national rating service (Moody's
Investors Service, Standard & Poor's Corporation or Fitch
Investors Service) which has rated the Refunded Obligations on the
basis of this Agreement.
SECTION 25: Termination. This Agreement shall terminate
when the Refunded Obligations, including interest due thereon,
have been paid and discharged in accordance with the provisions of
this Agreement. If any Refunded Obligations are not presented for
paYment when due and payable, the nonpayment thereof shall not
prevent the termination of this Agreement. Funds for the payment
of any nonpresented Refunded Obligations and accrued interest
thereon shall upon termination of this Agreement be held by the
Bank for such purpose in accordance with Section 7 hereof. Any
moneys or Federal Securities held in the Escrow Fund at
termination and not needed for the payment of the principal of or
0458068
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EXHIBIT C
interest on any of the Refunded Obligations shall be paid or
transferred to the city.
SECTION 26: Time of the Essence. Time sha II be of the
essence in the performance of obligations from time to time
imposed upon the Bank by this Agreement.
SECTION 27: Successors/Assiqns. (a) Should the Bank not
be able to legally serve or perform the duties and obligations
under this Agreement, or should the Bank be declared to be
insolvent or closed for any reason by federal or state regulatory
authorities or a court of competent jurisdiction, the City, upon
being notified or discovering the Bank's inability or
disqualification to serve hereunder, shall forthwith appoint a
successor to replace the Bank, and upon being notified of such
appointment, the Bank shall (i) transfer all funds and securities
he ld hereunder, together with a II books, records and accounts
relating to the Escrow Fund and the Refunded Obligations, to such
successor and (ii) assign all rights, duties and obligations under
this Agreement to such successor. If the City should fail to
appoint such a successor within ninety (90) days from the date the
Ci ty discovers, or is notif ied of, the event or circumstance
causing the Bank's inability or disqualification to serve
hereunder, the Bank, or a bondholder of the Refunded Obligations,
may apply to a court of competent jurisdiction to appoint a
successor or assigns of the Bank and such court, upon determining
the Bank is unable to continue to serve, shall appoint a successor
to serve under this Agreement and the amount of compensation, if
any, to be paid to such successor for the remainder of the term of
this Agreement for services to be rendered both for administering
the Escrow Fund and for paying agent duties and responsibilities
for the Refunded Obligations.
(b) Furthermore, the Bank may resign and be discharged from
performing its duties and responsibilities under this Agreement
upon notifying the City in writing of its intention to resign and
reque~ting the City to appoint a successor. No such resignation
shall take effect until a successor has been appointed by the City
and such successor has accepted such appointment and agreed to
perform all duties and obligations hereunder for a total
compensation equal to the unearned proportional amount paid the
Bank under Section 16 hereof for the administration of this
Agreement and the unearned proportional amount of the paying
agents fees for the Refunded Obligations due the Bank.
Any successor to the Bank shall be a bank, trust company or
other financial institution that is duly qualified under
applicable law (the Act or other appropriate statute) to serve as
escrow agent hereunder and authorized and empowered to perform the
duties and obligations contemplated by this Agreement and
0458068
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EXHIBIT C
organized and doing business under the laws of the United states
or the state of Texas, having its principal office and place of
business in the state of Texas, having a combined capital and
surplus of at least $5,000,000 and be subject to the supervision
or examination by Federal or state authority.
Any successor or assigns to the Bank shall execute,
acknowledge and deliver to the City and the Bank, or its successor
or assigns, an instrument accepting such appointment hereunder,
and the Bank shall execute and deliver an instrument transferring
to such successor, subject to the terms of this Agreement, all the
rights, powers and trusts created and established and to be
performed under this Agreement. Upon the request of any such
successor Bank, the City shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to
such successor Bank all such rights, powers and duties. The term
"Bank" as used herein shall be the Bank and its legal assigns and
successor hereunder.
SECTION 28: Escrow Aqreement - Amendment/Modification. This
Agreement shall be binding upon the City and the Bank and their
respective successors and legal representatives and shall inure
solely to the benefit of the holders of the Refunded Obligations,
the City, the Bank and their respective successors and legal
representatives. Furthermore, no alteration, amendment or
modification of any provision of this Agreement shall (1) alter
the firm financial arrangements made for the paYment of the
Refunded Obligations or (2) be effective unless (i) prior written
consent of such alteration, amendment or modification shall have
been obtained from the holders of all Refunded Obligations
outstanding at the time of such alteration, amendment or
modification and (ii) such alteration, amendment or modification
is in writing and signed by the parties hereto; provided, however,
the City and the Bank may, without the consent of the holders of
the Refunded Obligations, amend or modify the terms and provisions
of this Agreement to cure in a manner not adverse to the holders
of tqe Refunded Obligations any ambiguity, formal defect or
omission in this Agreement. If the parties hereto agree to any
amendment or modification to this Agreement,-prior written notice
of such amendment or proposed modification, together with the
legal documents amending or modifying this Agreement, shall be
furnished to each national rating service (Standard & Poor's
Corporation, Moody's Investors Service or Fitch Investors Service)
which has rated the Refunded Obligations on the basis of this
Agreement, prior to such amendment or modification being executed.
SECTION 29: Effect of Headinqs. The section headings herein
are for convenience only and shall not affect the construction
hereof.
0458068
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i........n i 131T C··.
SECTION 30: Executed Counterparts. This Agreement may be
executed in several counterparts, all or any of which shall be
regarded for all purposes as one original and shall constitute and
be but one and the same instrument. This Agreement shall be
governed by the laws of the state of Texas and shall be effective
as of the date of the delivery of the Bonds.
IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested as of
the date first above written.
CITY OF NORTH RICHLAND HILLS, TEXAS
ATTEST:
Mayor
City Secretary
(City Seal)
BANK ONE, TEXAS, N.A.,
Fort Worth, Texas,
as Escrow Agent
ATTEST:
Title:
Authorized Signer
(Bank Seal)
0458068
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EXHIBIT G
Exhibit D
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 30 of
this Ordinance.
Annual Financial Statements and operatinq Data
The financial information and operating data with respect to
the City to be provided annually in accordance with such Section
are as specified (and included in the Appendix or under the
headings of the Official Statement referred to) below:
1. The financial statements of the City appended to
the Official Statement as Appendix B, but for the most
recently concluded fiscal year.
2. The information under Tables 1 through 6 and
8 through 15.
Accountinq Principles
The accounting principles referred to in such Section are the
generally accepted accounting principles as applicable to
governmental units as prescribed by The Government Accounting
Standards Board.
0458055
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
§
COUNTY OF TARRANT §
§
CITY OF NORTH RICHLAND HILLS §
I, the undersigned, City Secretary of the City of North
Richland Hills, Texas, DO HEREBY CERTIFY as follows:
1. On the 8th day of September, 1997, a regular meeting of
the City council of the City of North Richland Hills, Texas was
held at a meeting place within the City; the duly constituted
members of the Council being as follows:
TOMMY BROWN
MAYOR
BYRON SIBBET
LYLE WELCH
MACK GARVIN
FRANK METTS, JR.~
JO ANN JOHNSON
DON D. PHIFER
CHERYL COWEN LYMAN
)
)
)
)
)
)
)
COUNCILMEMBERS
MAYOR PRO TEM
and all of said persons were present at said meeting, except the
following: Frank Metts, Jr. Among other
business considered at said meeting, the attached ordinance
entitled:
"AN ORDINANCE authorizing the issuance of 'CITY OF NORTH
RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING
BONDS, SERIES 1997'; specifying the terms and
features of said bonds; levying a continuing direct
annual ad valorem tax for the payment of said
bonds; and resol ving other matters incident and
related to the issuance, sale, payment and delivery
of said bonds, including the approval and execution
of a Paying Agent/Registrar Agreement, a Bond
Purchase Agreement and a Special Escrow Agreement
and the approval and distribution of an Official
Statement; and providing an effective date."
was introduced and submitted to the Council for passage and
adoption. After presentation and due consideration of the
ordinance, and upon a motion being made by Councilman Phifer
and seconded by Councilwoman Lyman , the ordinance was finally
passed and adopted by the Council to be effective immediately by
the following vote:
6 voted "For"
o voted "Against"
o abstained
0458968
all as shown in the official Minutes of the Council for the
meeting held on the aforesaid date.
2. The attached ordinance is a true and correct copy of
the original on file in the official records of the City; the duly
qualified and acting members of the City Council of said City on
the date of the aforesaid meeting are those persons shown above
and, according to the records of my office, advance notice of the
time, place and purpose of the meeting was given to each member of
the Council; and that said meeting and the deliberation of the
aforesaid public business was open to the public and written
notice of said meeting, including the subj ect of the above
entitled ordinance, was posted and given in advance thereof in
compliance with the provisions of V.T.C.A., Government Code,
Chapter 551, as amended.
IN WITNESS WHEREOF, I have hereunto signed my name
officially and affixed the seal of said City, this the 8th day of
September, 1997.
c-(7aivetti ~
City Secretary, City of
North Richland Hills, Texas
(City Seal)
0458968
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