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HomeMy WebLinkAbout2318 08-22-2022ORDINANCE NO.2318 AUTHORIZING THE ISSUANCE OF $7,660,000 CITY OF EULESS, TEXAS TAX NOTE, SERIES 2022 ADOPTED: August 22, 2022 119131488.3/08014160 SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. SECTION 8. SECTION 9. SECTION 10. SECTION 11. SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. SECTION 18. SECTION 19. SECTION 20. SECTION 21. SECTION 22. SECTION 23. SECTION 24. SECTION 25. TABLE OF CONTENTS Page Authorization - Designation - Principal Amount - Purpose ............................. 1 Fully Registered Obligation - Note Date - Authorized Denomination - Stated Maturity - Interest Rate ............................................... 1 Terms of Payment - Paying Agent/Registrar................................................... 2 Prepayment...................................................................................................... 3 Registration - Transfer - Exchange of Note - Predecessor Note ...................... 4 Execution - Registration.................................................................................. 5 InitialNote....................................................................................................... 6 Forms............................................................................................................... 6 Levyof Taxes.................................................................................................. 6 Mutilated - Destroyed - Lost and Stolen Notes ............................................. 7 Satisfaction of Obligation of City.................................................................... 8 Ordinance a Contract - Amendments - Outstanding Note ............................... 9 Covenants to Maintain Tax -Exempt Status ..................................................... 9 Sale of Note — Purchase Letter....................................................................... 13 Control and Custody of Notes........................................................................ 13 Proceedsof Sale............................................................................................. 13 Notices to Holders - Waiver.......................................................................... 13 Cancellation................................................................................................... 13 LegalOpinion................................................................................................ 14 Benefitsof Ordinance.................................................................................... 14 Inconsistent Provisions.................................................................................. 14 GoverningLaw.............................................................................................. 14 Effectof Headings......................................................................................... 14 Constructionof Terms................................................................................... 14 Severability.................................................................................................... 14 119131488.3/08014160 SECTION 26. SECTION 27. SECTION 28. SECTION 29. EXHIBIT A EXHIBIT B EXHIBIT C TABLE OF CONTENTS (continued) Page FurtherProcedures......................................................................................... 14 Incorporation of Findings and Determinations .............................................. 15 PublicMeetina............................................................................................... 15 EffectiveDate................................................................................................ 15 PAYING AGENT REGISTRAR/AGREEMENT....................................... A-1 FORMOF NOTES..................................................................B-1 PURCHASELETTER................................................................................. C-1 119131488.3/08014160 ORDINANCE NO. 2318 AN ORDINANCE authorizing the issuance of "CITY OF EULESS, TEXAS, TAX NOTE, SERIES 2022"; specifying the terms and features of such note; levying a continuing direct annual ad valorem tax for the payment of such note; and resolving other matters incident and related thereto, including the approval and execution of a Paying Agent/Registrar Agreement and a Purchase Letter; 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 (i) for the construction of any public work, and (ii) for the purchase of materials, supplies, equipment, machinery, buildings, lands and rights -of - way for the City's authorized needs and purposes; and WHEREAS, in accordance with the provisions of the Act, the City Council hereby finds and determines that an anticipation note should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for (i) acquiring, designing, constructing, improving, expanding and equipping one or more fire stations, and (ii) the costs of professional services rendered in connection therewith 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. A note of the City of Euless, Texas (the "City") shall be and is hereby authorized to be issued in the aggregate principal amount of $7,660,000, to be designated and bear the title "CITY OF EULESS, TEXAS, TAX NOTE, SERIES 2022" (hereinafter referred to as the "Note" or the "Notes"), for the purpose of paying contractual obligations to be incurred for (i) acquiring, designing, constructing, improving, expanding and equipping one or more fire stations, and (ii) the costs of professional services rendered in connection therewith and the financing thereof, in conformity with the Constitution and laws of the State of Texas, including the Act. SECTION 2. Fully Registered Obligation — Note Date — Authorized Denomination — Stated Maturity — Interest Rate. The Note shall be issued as a single fully registered obligation only, shall be dated the date of initial delivery (the "Note Date"), shall be issued in the initial denomination of the aggregate principal amount of the Note ($7,660,000) or any lesser amount thereafter if there is any partial payment of the principal amount of the Note, and shall become due and payable finally on February 15, 2029 (the "Stated Maturity"), with principal payments due and payable on February 15 in each of the years and in the amounts in accordance with the following schedule: Year of Principal Pgyment Amounts ($) 2023 1,065,000 2024 1,020,000 2025 1,050,000 2026 1,085,000 119131488.3/08014160 Year of Principal Payment Amounts ($) 2027 1,115,000 2028 1,145,000 2029 1,180,000 The Note shall bear interest on the unpaid principal amount from the date of delivery to the initial purchaser (anticipated to be September 20, 2022) at the per annum rate of 2.890%. Interest on the Note 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, 2023, until maturity or prior prepayment. SECTION 3. Terms of Payment - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Note, due and payable by reason of maturity, prepayment, or otherwise, shall be payable only to the registered owners or holders of the Note (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 Zions Bancorporation, N.A., Dallas, Texas, to serve as Paying Agent/Registrar for the Note is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Note (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement," substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor or Mayor Pro Tern and the City Secretary are authorized to execute and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Note. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Note is 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 Note, 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 Note shall be payable at the Stated Maturity, or on a date of earlier prepayment thereof, only upon presentation and surrender of the Note to the Paying Agent/Registrar at its designated offices, initially in Salt Lake City, Utah, or, with respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated Payment/Transfer Office"); provided, however if the Purchaser is the sole Holder of the Note, no presentation and surrender of the Note shall be required with respect to the payment of the annual installments of principal, and the Paying Agent/Registrar, upon payment of the principal amount due, shall record the resulting reduction in the principal amount of the Note in the Security Register. Interest on the Note 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 2 119131488.3/08014160 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 Note 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. SECTION 4. Prepayment. (a) Optional Prepay. The Note shall be subject to prepayment prior to maturity, at the option of the City, in whole or in part, on any date, at the prepayment price of par plus accrued interest to the date of prepayment. (b) Exercise of Optional Prepayment Option. At least forty-five (45) days prior to an optional prepayment date for the Note (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to prepay the Note, the amount of the Note to be prepaid and the date of prepayment therefor. The decision of the City to exercise its optional right to prepay the Note shall be entered in the minutes of the governing body of the City. (c) Selection of Note for Prepay. If less than all of the outstanding principal amount of the Note is to be prepaid on a prepayment date, the Prepayment Ledger appearing on the Note shall be completed and signed by an authorized officer of the Paying Agent/Registrar with respect to such partial prepayment, upon presentation of the Note to the Designated Payment/Transfer Office of the Paying Agent/Registrar for such purposes. (d) Notice of Optional Prepayment. Not less than thirty (30) days prior to an optional prepayment date for the Note, a notice of prepayment shall be sent by United States mail, first- class, postage prepaid, in the name of the City and at the City's expense, to the Holder of the Note at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of prepayment so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. 119131488.3/08014160 All notices of prepayment shall (i) specify the date of prepayment for the Note, (ii) in the case of a portion of the principal amount to be prepaid, the principal amount thereof to be prepaid, (iii) state the prepayment price, (iv) state that the Note, or the portion of the principal amount thereof to be prepaid, shall become due and payable on the prepayment date specified, and the interest thereon, or on the portion of the principal amount thereof to be prepaid, shall cease to accrue from and after the prepayment date, and (v) specify that payment of the prepayment price for the Note, or the principal amount thereof to be prepaid, shall be made at the principal office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder; provided, however if the Purchaser is the sole Holder of the Note, no presentation and surrender of the Note shall be required with respect to a partial prepayment and the Prepayment Ledger appearing on the Note shall be completed and signed by an authorized officer of the Paying Agent/Registrar with respect to such prepayment. If the Note has been called for prepayment, and notice of prepayment thereof has been duly given as hereinabove provided, the Note (or the principal amount thereof to be prepaid) shall become due and payable and interest thereon shall cease to accrue from and after the prepayment date therefor; provided moneys sufficient for the payment of the Note (or of the principal amount thereof to be prepaid) at the then applicable prepayment price are held for the purpose of such payment by the Paying Agent/Registrar. (e) Conditional Notice of Optional Prepayment. With respect to any optional prepayment of the Note, unless certain prerequisites to such prepayment required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Note to be prepaid shall have been received by the Paying Agent/Registrar prior to the giving of such notice of prepayment, such notice shall state that such prepayment may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such prepayment, or upon any prerequisite set forth in such notice of prepayment. If a conditional notice of prepayment is given and such prerequisites to the prepayment are not satisfied and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not prepay the Note and the Paying Agent/Registrar shall give notice, in the manner in which the notice of prepayment was given, to the effect that the Note has not been prepaid. SECTION 5. Registration — Transfer - Exchange of Note - Predecessor Note. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Note issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. The registration of the Note shall be transferable only in whole and only on the Security Register, 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 the 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, a new single fully registered Note in the principal amount remaining to be paid at the time of the transfer. At the option of the Holder, the Note (other than the Initial Note authorized in Section 7 hereof) may be exchanged for another Note of authorized denomination and having the same 0 119131488.3/08014160 Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Note surrendered for exchange, upon surrender of the Note at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever the Note is surrendered for exchange, the Paying Agent/Registrar shall register and deliver a new Note to the Holder requesting the exchange. When the Note has been duly transferred or exchanged, a new Note shall be delivered to the Holder at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States mail, first class, postage prepaid to the Holder and, upon the registration and delivery thereof, such Note shall be the valid obligation of the City evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Note surrendered in such transfer or exchange. All transfers or exchanges of the Note 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 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. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Note called for prepayment, in whole or in part, within 45 days of the date fixed for the prepayment of such Note. Notwithstanding anything in this Ordinance to the contrary, the Note may only be transferred to: (i) an affiliate of the Purchaser (hereinafter defined); (ii) a "Bank" as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"); (iii) an "Accredited Investor" as defined in Regulation D under the Securities Act; or (iv) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act. SECTION 6. Execution - Registration. The Note 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 Note may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the date of adoption of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding whether any of such individuals shall cease to hold such offices at the time of delivery of the Note 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. 5 119131488.3/08014160 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 Note 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 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 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, or the designee thereof, shall cancel the Initial Note delivered hereunder and exchange therefor a definitive Note of authorized denomination, Stated Maturity, principal amount and interest rate for transfer and delivery to the Holder named at the address identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. (a) Forms Generally. The Note, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, the form of Assignment and the Prepayment Ledger to be printed on each Note, 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 and such legends and endorsements (including insurance legends in the event the Note is 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. Any definitive Note 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 Note, being (i) the interest on the Note and (ii) a sinking fund for its payment at maturity or prepayment 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 rel 119131488.3/08014160 tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service Requirements of the Note 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 Note 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 Note shall be kept and maintained by the City at all times while the Note is Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Note shall be deposited to the credit of a "Special 2022 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 Note. 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 Note, 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 Note as the same accrues or matures or comes due by reason of prepayment prior to maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each principal and interest payment date for the Note. The City has sufficient current funds available and such funds are hereby appropriated to make the payments to become due on the Note on February 15, 2023, and August 15, 2023, and the Mayor, Mayor Pro Tem, City Manager, Director of Finance and City Secretary, individually or jointly, are hereby authorized and directed to transfer and deposit in the Interest and Sinking Fund such amount of current funds which will be sufficient to pay the amounts to become due on the Note on February 15, 2023, and August 15, 2023. 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; notwithstanding the enforceability of payment by anyone of a destroyed, lost, or stolen Note. 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 a mutilated, destroyed, lost or stolen Note. VA 119131488.3/08014160 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 Note, 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. The Note 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 Note or the principal amount(s) thereof at maturity or to the prepayment date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities shall mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Note, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of prepayment has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the prepayment date thereof. In the event of a defeasance of the Note, 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, prepayment premium (if any), and interest due on any defeased Note. 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 Note 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 City 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 City 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 Note. 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 Note, 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 119131488.3/08014160 and interest on the Note and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable prepayment date of the Note 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 Note. 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 the 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 Note then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of the Outstanding Note, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Note, reduce the principal amount thereof, the prepayment price therefor, 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 Note, (2) give any preference to any Note over any other Note, or (3) reduce the aggregate principal amount of the Note 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 Note is first authenticated and delivered to the initial purchaser 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. 119131488.3/08014160 "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 Note. "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 Note are invested and which is not acquired to carry out the governmental purposes of the Note. "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 Note. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Note 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 Stated Maturity of the Note: (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 Note, 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 Note 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 10 119131488.3/08014160 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 Note 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 Stated Maturity of the Note directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Note. (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 Note 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 Note 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 Note until six years after the final Computation Date. 11 119131488.3/08014160 (3) As additional consideration for the purchase of the Note 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 Note equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Note, 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 Note not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, 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 Note, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. (k) Qualified Tax Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Note to be a "qualified tax exempt obligation" in that the Note is not a "private activity bond" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the City) for the calendar year 2022 will not exceed $10,000,000. 12 119131488.3/08014160 SECTION 14. Sale of Note — Purchase Letter. The offer of Zions Bancorporation, N.A. (herein referred to as the "Purchaser") to purchase the Note in accordance with the Purchase Letter, dated as of August 22, 2022 (the "Purchase Letter"), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby accepted. Such sale of the Note to the Purchaser is hereby found to be in the best interest of the City and is therefore approved and authorized. The Mayor or Mayor Pro Tem and the City Secretary are hereby authorized and directed to sign the acceptance clause of such Purchase Letter for and on behalf of the City and as the act and deed of this City Council. Delivery of the Note to the Purchaser shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. 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 thereof to the initial purchaser. SECTION 16. Proceeds of Sale. The proceeds of sale of the Note, excluding any amounts set aside to pay costs of issuance and additional proceeds being deposited to the Interest and Sinking Fund, 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. 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 a Holder is given by mail, neither the failure to mail such notice to any particular Holder, nor any defect in any notice so mailed, shall affect the sufficiency of such notice. 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 18. 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 Note previously certified or registered 13 119131488.3/08014160 of the date of delivery and payment for the Note. The City Council confirms the prior engagement of Norton Rose Fulbright US LLP as the City's bond counsel. SECTION 20. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 21. Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 22. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 23. Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction hereof. SECTION 24. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 25. Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 26. Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City Secretary, City Manager, and Director of Finance 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 Note. In addition, prior to the initial delivery of the Note, the Mayor, Mayor Pro Tem, City Secretary, City Manager, Director of Finance, or Bond Counsel to the City are each hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect or omission in 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 Note 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 14 119131488.2/08014160 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 Note by the Attorney General and if such officer or counsel determines that such changes are consistent with the intent and purpose of the Ordinance, which determination shall be final. In the event that any officer of the City whose signature shall appear on any document shall cease to be such officer before the delivery of such document, such signature nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 27. Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. SECTION 28. 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. SECTION 29. 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. [The remainder of this page intentionally left blank. ] 15 119131488.3/08014160 EXHIBIT A PAYING AGENT REGISTRAR/AGREEMENT 119131488.3/08014160 A-1 FORM OF NOTES (a) Form of Notes REGISTERED REGISTERED NO. [T-1][R-] $7,660,000 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF EULESS, TEXAS TAX NOTE, SERIES 2022 Note Date: Interest Rate: Stated Maturity: September 20, 2022 2.890% February 15, 2029 REGISTERED OWNER: ZIONS BANCORP ORATION, N.A. PRINCIPAL AMOUNT: SEVEN MILLION SIX HUNDRED SIXTY THOUSAND DOLLARS The City of Euless, Texas (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: Year of Principal Payment Amounts ($) 2023 1,065,000 2024 1,020,000 2025 1,050,000 2026 1,085,000 2027 1,115,000 2028 15145,000 2029 1,180,000 (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the date of its delivery to the initial purchasers (September 20, 2022) 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 of each year, commencing February 15, 2023, until maturity or prior prepayment. Principal installments of this Note are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by Zions Bancorporation, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices, initially in Salt Lake City, Utah, or, with respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the B-1 119131488.3/08014160 "Designated Payment/Transfer Office"); provided, however if the Registered Owner is the sole Holder of this Note, no presentation and surrender of the Note shall be required with respect to the payment of the annual installments of principal, and the Paying Agent/Registrar, upon payment of the principal amount due, shall record the resulting reduction in the principal amount of this Note in the Security Register. 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 Note 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. 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 $7,660,000 (herein referred to as the "Note") for the purpose of paying contractual obligations to be incurred for (i) acquiring, designing, constructing, improving, expanding and equipping one or more fire stations, and (ii) the costs of professional services rendered in connection therewith 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 Note may be prepaid prior to its Stated Maturity, at the option of the City, in whole or in part, on any date, at the prepayment price of par, together with accrued interest to the date of prepayment. At least thirty (30) days prior to the date fixed for any optional prepayment of the Note, the City shall cause a written notice of such prepayment to be sent by United States mail, first-class, postage prepaid, to the registered owner of the Note at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If the Note (or any portion of its principal sum) shall have been duly called for prepayment and notice of such prepayment duly given, then upon such prepayment date such Note (or the portion of its principal sum to be prepaid) shall become due and payable, and interest thereon shall cease to accrue from and after the prepayment date therefor; provided moneys for the payment of the prepayment price and the interest on the principal amount to be prepaid to the date of prepayment are held for the purpose of such payment by the Paying Agent/Registrar. In the event a portion of the principal amount of the Note is to be prepaid, payment of the prepayment price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Note to the principal office of the Paying Agent/Registrar, and a new Note of like maturity and interest rate in the authorized denomination provided by the ME 119131488.3/08014160 Ordinance for the then unpaid balance of the principal sum thereof will be issued to the registered owner, without charge; provided, however if the Purchaser is the sole Holder of the Note, no presentation and surrender of the Note shall be required with respect to such partial prepayment and the Prepayment Ledger appearing on the Note shall be completed and signed by an authorized officer of the Paying Agent/Registrar with respect to such prepayment. If the Note is selected for prepayment, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Note to an assignee of the registered owner within 45 days of the prepayment date therefor. With respect to any optional prepayment of the Note, unless certain prerequisites to such prepayment required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Note shall have been received by the Paying Agent/Registrar prior to the giving of such notice of prepayment, such notice shall state that such prepayment may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such prepayment, or upon any prerequisite set forth in such notice of prepayment. If a conditional notice of prepayment is given and such prerequisites to the prepayment are not satisfied and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not prepay such Note and the Paying Agent/Registrar shall give notice, in the manner in which the notice of prepayment was given, to the effect that the Note has not been prepaid. The Note is 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 Note; 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 prepaid 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, a new fully registered Note of the same Stated Maturity, of authorized denomination, 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. 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 or its prepayment, in whole or in part, and 119131488.3/08014160 (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 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 Note 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 Note to render the same a lawful and valid obligation 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 Note does 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 Note 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] [Mayor Pro Tem] COUNTERSIGNED: City Secretary (SEAL) B-4 119131488.3/08014160 (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 Salt Lake City, Utah, is the Designated Payment/Transfer Office for this Note. Registration Date: Zions Bancorporation, N.A., Dallas, Texas, as Paying Agent/Registrar Authorized Signature B-5 119131488.3/08014160 (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: Signature guaranteed: (e) Form of Prepayment Ledger. NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular. PREPAYMENT LEDGER DATE OF PREPAYMENT PRINCIPAL AMOUNT PREPAID SIGNATURE OF BANK' S AUTHORIZED OFFICER 119131488.3/08014160 EXHIBIT C PURCHASE LETTER 119131488.3/08014160 C-1