HomeMy WebLinkAbout2271 03-09-2021 ORDINANCE NO. 2271
AUTHORIZING THE ISSUANCE OF
$1,625,000
CITY OF EULESS, TEXAS
TAX NOTES,
SERIES 2021
ADOPTED: March 9, 2021
101767831.3,1001 151 173
TABLE OF CONTENTS
Page
SECTION 1. Authorization—Designation -Principal Amount - Purpose 1
SECTION 2. Fully Registered Obligations - Note Date - Authorized Denominations
- Stated Maturities - Interest Rates 1
SECTION 3. Terms of Payment - Paying Agent/Registrar 2
SECTION 4. No Redemption 3
SECTION 5. Registration—Transfer- Exchange of Notes - Predecessor Notes 3
SECTION 6. Execution - Registration 3
SECTION 7. Initial Note 4
SECTION 8. Folins 4
SECTION 9. Levy of Taxes 4
SECTION 10. Mutilated- Destroyed- Lost and Stolen Notes 5
SECTION 11. Satisfaction of Obligation of City 5
SECTION 12. Ordinance a Contract - Amendments - Outstanding Notes 6
SECTION 13. Covenants to Maintain Tax-Exempt Status 7
SECTION 14. Sale of Notes —Official Statement Approval 10
SECTION 15. Control and Custody of Notes 10
SECTION 16. Proceeds of Sale 11
SECTION 17. Continuing Disclosure Undertaking 11
SECTION 18. Notices to Holders - Waiver 14
SECTION 19. Cancellation 14
SECTION 20. Legal Opinion 14
SECTION 21. Benefits of Ordinance 15
SECTION 22. Inconsistent Provisions 15
SECTION 23. Governing Law 15
SECTION 24. Effect of Headings 15
SECTION 25. Construction of Terms 15
101767831.3/1001151173
TABLE OF CONTENTS
(continued)
Page
SECTION 26. Severability 15
SECTION 27. Further Procedures 15
SECTION 28. Incorporation of Findings and Determinations 16
SECTION 29. Public Meeting 16
SECTION 30. Effective Date 16
EXHIBIT A PAYING AGENT REGISTRAR/AGREEMENT A-1
EXHIBIT B FORM OF NOTES B-1
EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION C-1
101767831.3/1001151173
ORDINANCE NO. 2271
AN ORDINANCE authorizing the issuance of"CITY OF EULESS, TEXAS,
TAX NOTES, SERIES 2021"; specifying the terms and features of such
notes; levying a continuing direct annual ad valorem tax for the payment
of such notes; and resolving other matters incident and related thereto,
including the approval and execution of a Paying Agent/Registrar
Agreement and the approval and distribution of an Official Statement
and providing an effective date.
WHEREAS, pursuant to the Texas Government Code, Chapter 1431, as amended
(hereinafter called the "Act"), the City Council is authorized and empowered to issue anticipation
notes to pay contractual obligations to be incurred for (i) the construction of any public work, (ii)
the purchase of materials, supplies, equipment, machinery, buildings, lands and rights-of-way for
the City's authorized needs and purposes, and (iii) a professional service; and
WHEREAS, in accordance with the provisions of the Act, the City Council hereby finds
and determines that anticipation notes should be issued and sold at this time to finance the costs of
paying contractual obligations to be incurred to pay (i) the costs of purchasing equipment,
machinery, buildings, and vehicles for the City's fire and police departments and (ii) for
professional services in connection with the construction, installation, and/or demolition related
thereto and the financing thereof; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS:
SECTION 1. Authorization — Designation - Principal Amount - Purpose. Notes of the
City of Euless, Texas (the "City") shall be and is hereby authorized to be issued in the aggregate
principal amount of$1,625,000, to be designated and bear the title"CITY OF EULESS, TEXAS,
TAX NOTES, SERIES 2021" (hereinafter referred to as the "Notes"), for the purpose of paying
contractual obligations to be incurred to pay (i) the costs of purchasing equipment, machinery,
buildings, and vehicles for the City's fire and police departments and (ii) for professional services
in connection with the construction, installation, and/or demolition related thereto and the
financing thereof, in conformity with the Constitution and laws of the State of Texas, including
the Act.Fully Registered Obligations - Note Date - Authorized Denominations - Stated Maturities
- Interest Rates. The Notes shall be issued as fully registered obligations only, shall be dated the
date of initial delivery(the"Note Date"), shall be issued in denominations of$5,000 or any integral
multiple thereof, and principal payments shall become due and payable on February 15 in each of
the years and in the amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in
accordance with the following schedule:
Year of Principal Interest
Payment Amounts ($) Rate(s) (%)
2022 505,000 4.000
2023 550,000 4.000
2024 570,000 4.000
The Notes shall bear interest on the unpaid principal amounts from the date of delivery to
the initial purchasers (anticipated to be April 8, 2021) at the per annum rate(s) shown above in this
Section. Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day
months, and such interest shall be payable on February 15 and August 15 of each year,
commencing February 15, 2022, until maturity.
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SECTION 3. Terms of Payment - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Notes, due and payable by reason of maturity, or otherwise, shall be
payable only to the registered owners or holders of the Notes (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 U.S. Bank
National Association, Dallas, Texas, to serve as Paying Agent/Registrar for the Notes is hereby
approved and confirmed. Books and records relating to the registration, payment, transfer and
exchange of the Notes (the"Security Register") shall at all times be kept and maintained on behalf
of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms
and provisions of a"Paying Agent/Registrar Agreement", substantially in the form attached hereto
as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the
City may prescribe. The Mayor and the City Secretary are authorized to execute and deliver such
Paying Agent/Registrar Agreement in connection with the delivery of the Notes. The City
covenants to maintain and provide a Paying Agent/Registrar at all times until the Notes 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 Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the Notes, 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 Notes shall be payable at the Stated Maturities
only upon presentation and surrender of the Notes to the Paying Agent/Registrar at its designated
offices, initially in St. Paul, Minnesota, or, with respect to a successor Paying Agent/Registrar, at
the designated offices of such successor (the"Designated Payment/Transfer Office"). Interest on
the Notes shall be paid to the Holders whose names appear in the Security Register at the close of
business on the Record Date (the last business day of the month next preceding the interest
payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States
mail, first-class, postage prepaid, to the address of the Holder recorded in the Security Register or
(ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the Holder. If the date for the payment of the principal of or interest on the Notes
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 such 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.
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SECTION 4. No Redemption. The Notes are not subject to redemption prior to maturity.
SECTION 5. Registration — Transfer - Exchange of Notes - Predecessor Notes. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Notes issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof Any Note may be exchanged for Notes of other
authorized denominations by the Holder, in person or by his duly authorized agent,upon surrender
of such Note to the Paying Agent/Registrar for cancellation, accompanied by a written instrument
of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in
form satisfactory to the Paying Agent/Registrar.Upon surrender of any Note (other than the Initial
Note authorized in Section 7 hereof) for transfer at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Notes of authorized denominations and
having the same Stated Maturity and of a like aggregate principal amount as the Note or Notes
surrendered for transfer.
At the option of the Holder, Notes (other than the Initial Note authorized in Section 7
hereof)may be exchanged for other Notes of authorized denominations and having the same Stated
Maturity, bearing the same rate of interest and of like aggregate principal amount as the Notes
surrendered for exchange, upon surrender of the Notes to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Notes are surrendered for
exchange,the Paying Agent/Registrar shall register and deliver new Notes to the Holder requesting
the exchange.
All Notes issued in any transfer or exchange of Notes 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 Notes surrendered in such transfer or
exchange.
All transfers or exchanges of Notes pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Notes canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Notes," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Note or Notes registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Notes" shall include any
mutilated, lost, destroyed, or stolen Note for which a replacement Note has been issued, registered
and delivered in lieu thereof pursuant to the provisions of Section 10 hereof and such new
replacement Note shall be deemed to evidence the same obligation as the mutilated, lost,destroyed,
or stolen Note.
SECTION 6. Execution - Registration. The Notes shall be executed on behalf of the City
by the Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and countersigned
by the City Secretary. The signature of such officers on the Notes may be manual or facsimile.
Notes bearing the manual or facsimile signatures of individuals who are or were the proper officers
101767831.3
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of the City on the date of adoption of this Ordinance shall be deemed to be duly executed on behalf
of the City, notwithstanding whether any of such individuals shall cease to hold such offices at the
time of delivery of the Notes to the initial purchaser(s) and with respect to Notes delivered in
subsequent exchanges and transfers, all as authorized and provided in the Texas Government Code,
Chapter 1201, as amended.No Note shall be entitled to any right or benefit under this Ordinance,
or be valid or obligatory for any purpose, unless there appears on such Note either a certificate of
registration substantially in the form provided in Exhibit B,manually executed by the Comptroller
of Public Accounts of the State of Texas,or his duly authorized agent,or a certificate of registration
substantially in the form provided in Exhibit B, manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
certified, registered, and delivered.
SECTION 7. Initial Note. The Notes herein authorized shall be initially issued as a single,
fully registered note in the total principal amount stated in Section 1 hereof with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1,
(hereinafter called the "Initial Note") and the Initial Note shall be registered in the name of the
initial purchaser(s) or the designee thereof. The Initial Note shall be the Note submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser(s) as the definitive Note with the Registration Certificate of Paying Agent/Registrar
attached thereto. Any time after the delivery of the Initial Note, the Paying Agent/Registrar,
pursuant to written instructions from the initial purchaser(s), or the designee thereof, may cancel
the Initial Note delivered hereunder and exchange therefor definitive Notes of authorized
denominations, Stated Maturities, principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and
in accordance with such written instructions from the initial purchaser(s), or the designee thereof,
and such other information and documentation as the Paying Agent/Registrar may reasonably
require.Forms. Forms Generally. The Notes, 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 appear on each of the Notes, shall be substantially in the forms set forth
in Exhibit B attached hereto with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including insurance legends in the event the Notes, or any maturities
thereof, are purchased with insurance) and any reproduction of an opinion of counsel thereon as
may, consistent herewith, be established by the City or determined by the officers executing such
Notes as evidenced by their execution. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the Note.
The definitive Notes and the Initial Note shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Notes as evidenced by their execution thereof.
SECTION 9. Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Notes, being (i) the interest on the Notes and (ii) a sinking fund for their
payment 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
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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 Notes 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 such Notes 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 Notes shall be kept and maintained by the City at all times while the Notes are Outstanding,
and the taxes collected for the payment of the Debt Service Requirements on the Notes shall be
deposited to the credit of a "Special 2021 Note 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 Notes.The Mayor, Mayor Pro Tem, City
Manager, Director of Finance, and City Secretary of the City, individually or jointly, are hereby
authorized and directed to cause to be transferred to the Paying Agent/Registrar for the Notes, 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 Notes as the same accrues 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
Notes.
SECTION 10. Mutilated - Destroyed - Lost and Stolen Notes. In case any Note shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Note of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Note, or in lieu
of and in substitution for such destroyed, lost or stolen Note, only upon the approval of the City
and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Note, 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 Note shall be borne by the Holder of the Note mutilated,
or destroyed, lost or stolen.Every replacement Note 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 Notes; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Notes.
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 Notes.
SECTION 11. Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Notes, 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.Notes 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 Notes or the principal
amount(s) thereof at maturity, 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
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(ii) Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities shall mature as to
principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay
when due the principal of and interest on such Notes, or the principal amount(s) thereof, on and
prior to the Stated Maturity thereof In the event of a defeasance of the Notes,the City shall deliver
a certificate from its financial advisor,the Paying Agent/Registrar, an independent certified public
accountant, or another qualified third party concerning the sufficiency of the deposit of cash and/or
Government Securities to pay, when due, the principal of and interest due on any defeased Notes.
The City covenants that no deposit of moneys or Government Securities will be made under this
Section and no use made of any such deposit which would cause the Notes 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.
The term"Government Securities", as used herein, means(i) direct noncallable obligations
of the United States, including obligations that are unconditionally guaranteed by, the United
States of America; (ii)noncallable obligations of an agency or instrumentality of the United States,
including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent;
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the issuer
adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the
State of Texas as eligible for use to accomplish the discharge of obligations such as the Notes.
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
Notes, 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 Notes and remaining unclaimed for a period of three (3) years after the Stated
Maturity of the Notes such moneys were deposited and are held in trust to pay shall upon the
request of the City be remitted to the City against a written receipt therefor. Notwithstanding the
above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be
subject to any applicable unclaimed property laws of the State of Texas.
SECTION 12. Ordinance a Contract - Amendments - Outstanding Notes. 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 Note remains Outstanding except as permitted
in this Section. The City may, without the consent of or notice to any Holders, from time to time
and at any time,amend this Ordinance in any manner not detrimental to the interests of the Holders,
including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In
addition, the City may, with the written consent of Holders holding a majority in aggregate
principal amount of the Notes then Outstanding, amend, add to, or rescind any of the provisions
of this Ordinance; provided that, without the consent of all Holders of Outstanding Notes, no such
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amendment, addition, or rescission shall (1) extend the time or times of payment of the principal
of, premium, if any, and interest on the Notes, reduce the principal amount thereof, 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 Notes, (2) give any preference to any Note over any other Note, or(3)reduce
the aggregate principal amount of Notes 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 Notes means, as of the date of determination, all Notes theretofore issued and delivered
under this Ordinance, except:
(1) those Notes cancelled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Notes deemed to be duly paid by the City in accordance with
the provisions of Section 11 hereof; and
(3) those mutilated, destroyed, lost, or stolen Notes which have been
replaced with Notes registered and delivered in lieu thereof as provided in
Section 10 hereof.
SECTION 13. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 13, the following terms have the following
meanings:
"Closing Date" means the date on which the Notes 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 Notes.
"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 Notes are invested and which is not acquired to carry
out the governmental purposes of the Notes.
``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 Notes. 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.
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`'Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Notes has the meaning set forth in Section 1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Note 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 Note, the City shall comply with each of the specific
covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Notes:
(a) 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 Notes, and not use or permit the use of such Gross Proceeds
(including all contractual arrangements with terms different than those applicable to the
general public) or any property acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or entity(including the United States or
any agency, department and instrumentality thereof)other than a state or local government,
unless such use is solely as a member of the general public; and
(b) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Notes or any property
the acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds, other than taxes of general application
within the City or interest earned on investments acquired with such Gross Proceeds
pending application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Notes to make
or finance loans to any person or entity other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be"loaned"to a person or entity if: (1)
property acquired, constructed or improved with such Gross Proceeds is sold or leased to such
person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity
in or service from such property is committed to such person or entity under a take-or-pay, output
or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership,
of such Gross Proceeds or any property acquired, constructed or improved with such Gross
Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Notes 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
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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 Notes.
(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 Notes to be federally guaranteed within the meaning of Section 149(b) of
the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by Section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in
Section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart
from all other funds (and receipts, expenditures and investments thereof) and shall
retain all records of accounting for at least six years after the day on which the last
Outstanding Note is discharged. However, to the extent permitted by law, the City
may commingle Gross Proceeds of the Notes 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
Notes until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Notes by the
Purchaser and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States from the construction fund, other
appropriate fund, or if permitted by applicable Texas statute, regulation or opinion
of the Attorney General of the State of Texas, the Interest and Sinking Fund, the
amount that when added to the future value of previous rebate payments made for
the Notes equals (i) in the case of a Final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent(90%)of the Rebate Amount on such date. In all cases,the rebate payments
shall be made at the times, in the installments, to the place and in the manner as is
or may be required by Section 148(f) of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038-T or such other forms and
information as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder.
101767831.3
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(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a reasonable
amount of time thereafter (and in all events within one hundred eighty (180) days
after discovery of the error), including payment to the United States of any
additional Rebate Amount owed to it, interest thereon, and any penalty imposed
under Section 1.148 3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Notes, 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 Notes not been relevant to either
party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern, City
Manager, Director of Finance, and City Secretary, individually or jointly, to make elections
permitted or required pursuant to the provisions of the Code or the Regulations, as they deem
necessary or appropriate in connection with the Notes, in the Certificate as to Tax Exemption or
similar or other appropriate certificate, form or document
SECTION 14. Sale of Notes — Official Statement Approval. Pursuant to a public sale for
the Notes, the bid submitted by Raymond James & Associates, Inc. (herein referred to as the
"Underwriters") is declared to be the best bid received producing the lowest true interest cost rate
to the City, and the sale of the Notes to the Underwriters at the price of par plus premium in the
amount of$108,889.68 is hereby determined to be in the best interests of the City and is approved
and confirmed. Delivery of the Notes to the Underwriters shall occur as soon as possible upon
payment being made therefor in accordance with the terms of sale. The Initial Note shall be
registered in the name as provided in the winning bid.
Furthermore, the use of the Preliminary Official Statement by the Underwriters in
connection with the public offering and sale of the Notes is hereby ratified, confirmed and
approved in all respects. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, Mayor Pro Tern, City Manager, Director of Finance or
City Secretary, one or more of such officials), shall be and is hereby in all respects approved and
the Underwriters are hereby authorized to use and distribute such final Official Statement, dated
March 9, 2021, in the reoffering, sale and delivery of the Notes 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 such Official Statement in final form as may be required by the Underwriters,
and such final Official Statement in the form and content manually executed by such officials shall
be deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Underwriters.
SECTION 15. Control and Custody of Notes. 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 Notes,
and shall take and have charge and control of the Initial Note pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery
101767831.3
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thereof to the initial purchaser.Proceeds of Sale. The proceeds of sale of the Notes, excluding any
amounts set aside to pay costs of issuance, shall be deposited in a construction fund maintained at
a depository of the City. Pending expenditure for authorized projects and purposes, such proceeds
of sale may be invested in authorized investments in accordance with the provisions of the Texas
Government Code, Chapter 2256, as amended, and the City's investment policies and guidelines,
and any investment earnings realized shall be expended for such authorized projects and purposes
or deposited in the Interest and Sinking Fund as shall be determined by the appropriate authorized
officials of the City. Any excess Note proceeds, including investment earnings, remaining after
completion of all authorized projects or purposes shall be deposited to the credit of the Interest and
Sinking Fund.
SECTION 17. Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation"means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as a security or a source of payment for, an existing or
planned debt obligation; or (c) guarantee of a debt obligation or any such derivative
instrument;provided that"financial obligation" shall not include municipal securities as to
which a final official statement (as defined in the Rule) has been provided to the MSRB
consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning in or after 2021, financial information and
operating data with respect to the City of the general type included in the Official Statement and
described in Exhibit C hereto, and (2) within 12 months after the end of each fiscal year ending
in or after 2021, audited financial statements. If such audited financial statements are not complete
within 12 months after any such fiscal year end, then the City will file unaudited financial
statements within such 12 month period and audited financial statements for the applicable fiscal
year, when and if the audit report on such statements becomes available. Any financial statements
so provided shall be prepared in accordance with the accounting principles described in Exhibit
C hereto, or such other accounting principles as the City may be required to employ from time to
time pursuant to state law or regulation, and audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
documents available to the public on the MSRB's internet web site or filed with the SEC.
101767831.3
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(c) Notice of Certain Events.
The City shall provide notice of any of the following events with respect to the Notes to
the MSRB in a timely manner and not more than ten (10) business days after occurrence of the
event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to
perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB), or other material notices or determinations with respect to the
tax status of the Notes, or other material events affecting the tax status of the
Notes;
7. Modifications to rights of holders of the Notes, if material;
8. Note calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Notes, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City,
which shall occur as described below;
13. The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of its assets, other than in
the ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
15. Incurrence of a Financial Obligation of the City, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the City, any of which affect security
holders, if material; and
16. Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation of the
City, any of which reflect financial difficulties.
101767831_3
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For these purposes, (a) any event described in the immediately preceding Subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City and (b) the City intends the words used in the immediately preceding Subsections (c)15 and
16 and the definition of Financial Obligation in this Section to have the meanings ascribed to them
in SEC Release No. 34-83885, dated August 20, 2018.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with Subsection (b) of this Section of this
Ordinance by the time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Notes within the meaning of the Rule, except
that the City in any event will give the notice required by Subsection (c) of this Section of any
Note 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 Notes; and, nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right,remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section. Except as expressly provided within this
Section, the City does not undertake to provide any other information, whether or not it may be
relevant or material to a complete presentation of the City's financial results, condition, or
prospects; nor does the City undertake to update any information provided in accordance with this
Section or otherwise. Furthermore, the City does not make any representation or warranty
concerning such information or its usefulness to a decision to invest in or sell Notes at any future
date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY NOTE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
101767831.3
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No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a change
in legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the City, but only if(1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Notes in the primary offering of the Notes 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 Notes 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 Notes. The provisions of this Section may also be amended from
time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the
Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to
the extent that reservation of the City's right to do so would not prevent underwriters of the initial
public offering of the Notes from lawfully purchasing or selling Notes in such offering. If the City
so amends the provisions of this Section, it shall include with any amended financial information
or operating data next provided pursuant to subsection (b) of this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
SECTION 18. Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class, postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.In any case where notice to Holders is given by mail, neither
the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed,
shall affect the sufficiency of such notice with respect to all other Notes. Where this Ordinance
provides for notice in any manner, such notice may be waived in writing by the Holder entitled to
receive such notice, either before or after the event with respect to which such notice is given, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
SECTION 19. Cancellation. All Notes surrendered for payment, transfer, exchange, or
replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Notes previously certified or registered
and delivered which the City may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Notes held by
the Paying Agent/Registrar shall be returned to the City.Legal Opinion. The Purchaser's
101767831.3
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obligation to accept delivery of the Notes is subject to being furnished a final opinion of Norton
Rose Fulbright US LLP, Dallas, Texas ('`Bond Counsel"), approving the Notes as to their validity,
such opinion to be dated and delivered as of the date of delivery and payment for the Notes.
Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be
construed to confer upon any person other than the City, the Paying Agent/Registrar and the
Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or
any provision hereof, this Ordinance and all its provisions being intended to be and being for the
sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders.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.Governing Law. This Ordinance shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.Effect of Headings. The Section
headings herein are for convenience of reference only and shall not affect the construction
hereof.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.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.Further
Procedures. Any one or more of the Mayor,Mayor Pro Tern,City Manager,Deputy City Manager,
Director of Finance, Assistant Director of Finance, and City Secretary are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and on behalf of the City all
agreements, instruments, certificates or other documents, whether mentioned herein or not, as may
be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the
issuance of the Notes. In addition, prior to the initial delivery of the Notes, the Mayor, Mayor Pro
Tem, City Manager, Deputy City Manager, Director of Finance, Assistant Director of Finance,
City Secretary, or Bond Counsel to the City are each hereby authorized and directed to approve
any changes or corrections to this Ordinance or to any of the documents authorized and approved
by this Ordinance: (i) in order to cure any ambiguity, formal defect or omission in the Ordinance
or such other document; or (ii) as requested by the Attorney General of the State of Texas or his
representative to obtain the approval of the Notes by the Attorney General and if such officer or
counsel determines that such changes are consistent with the intent and purpose of the Ordinance,
which determination shall be final. In the event that any officer of the City whose signature shall
appear on any document shall cease to be such officer before the delivery of such document, such
signature nevertheless shall be valid and sufficient for all purposes the same as if such officer had
remained in office until such delivery.
Additionally, the Mayor, Mayor Pro Tern, City Manager, Deputy City Manager, Director
of Finance, Assistant Director of Finance, and City Secretary may execute, authenticate, certify,
or endorse or authorize to be executed, authenticated, certified, or endorsed with such officer's
facsimile signature instead of the officer's manual signature any written agreement, including a
contract, purchase order or surety bond, and any related document, including an application,
certificate, or approval. For purposes of this Ordinance, "facsimile signature" means a
reproduction of the manual signature of an authorized officer that is made by any method.
101767831.3
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SECTION 28. 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.Public Meeting. It is officially found, determined, and declared that the meeting at
which this Ordinance is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this Ordinance,
was given, all as required by the Texas Government Code, Chapter 551, as amended.Effective
Date. This Ordinance shall be in force and effect from and after its passage on the date shown
below in accordance with the Texas Government Code, Section 1201.028, as amended, and it is
so ordained.
101767831.3
16
PASSED AND ADOPTED, this March 9, 2021.
CITY OF EULESS, TEXAS
AJCere d!iet '
or
ATTEST:
.17
i Secretary
(City Seal)
APPROVED AS TO FORM:
City Attorney
S-1
EXHIBIT A
PAYING AGENT REGISTRAR/AGREEMENT
1017678313!1001151173 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of March 9, 2021 (this "Agreement"), by and
between U. S. Bank National Association, a banking association duly organized and existing
under the laws of the United States of America, or its successors (the "Bank") and the City of
Euless, Texas (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Euless, Texas, Tax Notes, Series 2021" (the "Securities"), dated April 8, 2021, such Securities
scheduled to be delivered to the initial purchasers thereof on or about April 8, 2021; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to
the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth
in Section 2271.002(a)(2) of the Texas Government Code, as amended.
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).
101867190.2/1001151173
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association,joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security(and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered,
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
101867190.2/1001151173 2
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
U.S. Bank National Association
Attention: Bond Operations
111 Fillmore Avenue East
St. Paul, Minnesota 55107-1402
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants that it
will at all times have immediate access to the Security Register by electronic or other means and
101867190.2/1001151173 3
will be capable at all times of producing a hard copy of the Security Register for use by the Issuer.
All transfers, exchanges and replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
101867190.2/1001151173 4
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after(i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
101867190.2/1001151173 5
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
101867190.2/1001151173 6
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or 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 the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
101867190.2/1001151173 7
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate(i)on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.12 Iran, Sudan or Foreign Terrorist Organizations. The Bank represents
that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on any of the following pages of such officer's internet website:
101867190.2/1001151173 8
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law
and excludes the Bank and each of its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
regime relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any
entity that controls, is controlled by, or is under common control with the Bank and exists to make
a profit.
Section 6.13 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
101867190.2/1001151173 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
U. S. BANK NATIONAL ASSOCIATION
By:
Title:
ATTEST: Address: 13737 Noel Road, Suite 800
Dallas, Texas 75240
By:
Title:
101867190.2/1001151173 signature page to Paying Agent/Registrar Agreement
CITY OF EULESS, TEXAS
By:
Mayor
Address: 201 North Ector Drive
Euless, Texas 76039
Attest:
City Secretary
101867190.2/1 001 1 51 1 73 signature page to Paying Agent/Registrar Agreement
EXHIBIT B
FORM OF NOTES
(a) Form of Definitive Notes.
REGISTERED REGISTERED
NO. R- $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX NOTES, SERIES 2021
Note Date: Interest Rate: Stated Maturity: CUSIP NO:
April 8, 2021 % February 15,
Registered Owner:
Principal Amount:
The City of Euless, Texas (hereinafter referred to as the "City"), a body corporate and
political subdivision in the County of Tarrant, State of Texas, for value received, acknowledges
itself indebted to and hereby promises to pay to the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date specified above the Principal Amount
hereinabove stated, without right of prior redemption, and to pay interest on the unpaid principal
amount hereof from the interest payment date next preceding the"Registration Date" of this Note
appearing below (unless this Note bears a "Registration Date" as of an interest payment date, in
which case it shall bear interest from such date, or unless the "Registration Date" of this Note is
prior to the initial interest payment date in which case it shall bear interest from the date of its
delivery to the initial purchaser) at the per annum rate of interest specified above computed on the
basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and
August 15 in each year, commencing February 15, 2022, until maturity.
Principal of this Note shall be payable at its Stated Maturity to the Registered Owner hereof
upon presentation and surrender at the designated offices of the Paying Agent/Registrar executing
the registration certificate appearing hereon, initially in Austin, Texas, or, with respect to a
successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest is payable to the registered owner of this Note(or one or more
Predecessor Notes, as defined in the Ordinance hereinafter referenced)whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date", which is the last business day of the month next preceding each interest payment
date, and interest shall be paid by the Paying Agent/Registrar by check sent United States mail,
first-class,postage prepaid,to the address of the registered owner recorded in the Security Register
or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the registered owner. If the date for the payment of the principal of or interest on
the Notes shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the
101767831.3/1001151173 B-1
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 such banking
institutions are authorized to close; and payment on such date shall have the same force and effect
as if made on the original date payment was due. All payments of principal of, premium, if any,
and interest on this Note 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 Note is issued in the aggregate principal amount of$1,625,000 (herein referred to as
the"Notes") for the purpose of paying contractual obligations to be incurred to pay(i) the costs of
purchasing equipment, machinery, buildings, and vehicles for the City's fire and police
departments and (ii) for professional services in connection with the construction, installation,
and/or demolition related thereto and the financing thereof,under and in strict conformity with the
Constitution and laws of the State of Texas and pursuant to an Ordinance adopted by the City
Council of the City(herein referred to as the "Ordinance").
The Notes 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 Note 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 Notes; the terms and conditions relating to the
transfer or exchange of this Note; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Note may be
redeemed or 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 Note, subject to certain limitations contained in the Ordinance, may be transferred on
the Security Register only upon its presentation and surrender at the Designated Payment/Transfer
Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar
duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on
the Security Register occurs, one or more new fully registered Notes of the same Stated Maturity,
of authorized denominations, bearing the same rate of interest, and of the same aggregate principal
amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, may treat the registered
owner hereof whose name appears on the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon,(ii)on the date of surrender of this Note as the owner entitled
to payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner for
all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall
be affected by notice to the contrary. In the event of a 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
10176783 l.3/1001 1 5 1 1 73 B-2
the payment of such interest have been received. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be fifteen (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 Notes is duly authorized by law; that all
acts, conditions and things required to exist and be done precedent to and in the issuance of the
Notes 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 Notes 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 Notes by the levy of a tax as aforestated. In case any provision in
this Note 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 Note and the Ordinance shall be construed in accordance with and shall be
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Note to be duly
executed under the official seal of the City as of the Note Date.
CITY OF EULESS, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
101767831.3/1001 1 5 1 1 73 B-3
(b) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Note 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 Note has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this .
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(c) Form of Certificate of Paying Agent/Registrar to appear on Definitive Notes only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Note has been duly issued and registered under the provisions of the within-mentioned
Ordinance; the note or notes of the above entitled and designated series originally delivered having
been approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts, as shown by the records of the Paying Agent/Registrar.
The designated office of the Paying Agent/Registrar in St. Paul, Minnesota, is the
Designated Payment/Transfer Office for this Note.
U.S. BANK NATIONAL ASSOCIATION,
Dallas, Texas,
as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
101767831 3/1001151173 B-4
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number:
) the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the
registered owner as it appears on the face of
the within Note in every particular.
(e) The Initial Note shall be in the form set forth inparagraph(a)of this Exhibit, except
that the heading and first two paragraphs of the form of a single fully registered Initial Note shall
be modified as follows:
REGISTERED REGISTERED
NO. T-1 $1,625,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX NOTES, SERIES 2021
Note Date: April 8, 2021
REGISTERED OWNER: RAYMOND JAMES & ASSOCIATES, INC.
PRINCIPAL AMOUNT: ONE MILLION SIX HUNDRED TWENTY-FIVE THOUSAND
DOLLARS
The City of Euless, Texas (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges
itself indebted to and hereby promises to pay to the Registered Owner named above, or the
registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the
years and in principal installments in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amounts ($) Rate(s) (%)
101767831.3/10011 5 1 1 73 B-5
(Information to be inserted from schedule in Section 2 hereof).
(without right of prior redemption)and to pay interest on the unpaid principal amounts hereof from
the date of its delivery to the initial purchasers (April 8, 2021) at the per annum rate(s) of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 of each year, commencing February 15, 2022, until
maturity. Principal installments of this Note are payable at its Stated Maturity to the registered
owner hereof by U.S. Bank National Association, Dallas, Texas (the `'Paying Agent/Registrar"),
upon presentation and surrender, at its designated offices, initially in St. Paul, Minnesota, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Note
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 hereof and interest shall be paid by the Paying Agent/Registrar by check
sent United States mail, first-class,postage prepaid,to the address of the registered owner recorded
in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payment of
the principal of or interest on the Notes shall be a Saturday, Sunday, a legal holiday, or a day when
banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or
day when banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due. All payments of principal
of, premium, if any, and interest on this Note 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.
[The remainder of this page intentionally left blank.]
101767831.3i 1001151173 B-6
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 17 of this Ordinance.
Annual Financial Information and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The financial statements of the City, portions of which are appended to the Official
Statement as Appendix B for the most recently concluded fiscal year.
2. The information included in Tables 1 through 6 and 8 through 15 in the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
101767831 3/I001 151 173 C-1