HomeMy WebLinkAbout2349 08-08-2023ORDINANCE NO. 2349
AUTHORIZING THE ISSUANCE OF
CITY OF EULESS, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION,
SERIES 2023
Adopted: August 8, 2023
136654511.3/ 1001254665
TABLE OF CONTENTS
SECTION 1.
Definitions .............. ----------------------------�1
SECTION 2.
Authorization ' Designation -PhDCp@|/\DloUDt-PU[pon8'---------3
SECTION3.
Fully Registered Obligations '/\UUl0[iz8dO8D0DliDadonS-St3tad
Maturities- Date ............................................................................ ----'3
SECTION 4.
Terms OfPayment - Paying Agent/Registrar .................................................
4
SECTION5.
Redemption ..................................................................................................
5
SECTION 8.
Registration - Transfer - Exchange ofCertificates -Predecessor
C8rtifiC8h8S..--------------------------------'8
SECTION Y.
BOok-Entrv-[}M|yTransfers and Transactions ................................................
7
SECTION 8.
Execution - Registration '..............................................................................
O
GECTl(]NS.
Initial CertifiC8hs(G) .. ......................................................................................
O
SECTION 1O.
FOrR8----.-------------------------------'9
SECTION 11.
Certificate Fund .......................................................... -----------g
SECTION12.
Tax Levy '.......................................................... ..........................................
S
SECTION 13.
Limited Pledge ofNet Revenues ............................................. ...................
1U
SECTION14.
System Fund ...................... ............................................ ..................... .....
11
SECTION 15.
Deposits to Certificate FUmd'—...................................... —........................
11
SECTION 10.
Security OfFunds '........................... ..........................................................
12
SECTION 17.
Special Covenants . ............................................................................... .....
12
SECTION 18.
Issuance ofPrior Lien Obligations 8nd/\ddUU0n3|Ob|igatiODo..------.12
SECTION 19.
Subordinate to Prior Lien Obligations, Covenants and Agreements ' ---.12
SECll{)N2U.
Satisfaction OfObligation OfCity .................................................................
12
SECTION 21,
Ordinance GContract - Amendments '........................................................
14
SECTION 22,
Notices tOHolders - Waivers ................. ................ —...... ........................
14
SECTION 23.
Cancellation '............. ................................................................ ...............
14
SECTION 24.
Mutilated, Destroyed,Lost and Stolen Certificates '....................................
14
SECTION 25.
Covenants t0Maintain Tax -Exempt Status ............................. ...................
15
SECTION 28.
88|8 of the Certificates —Official Statement Approval ----------.1O
SECTION 27.
Proceeds nfSale ..................... ----------------------'18
SECTION 28.
Continuing Disclosure Undertaking .............................................................
18
SECT\ON2S,
Control and Custody OfCertificates .............................................................
21
SECTION 30,
Further Procedures '............... ...................................................................
22
SECTION 31.
Bond Counsel's Opinion ............................................................................ _
22
130654511.3000125*805
TABLE OF CONTENTS
(continued)
Paqe
SECTION 32. CUSIP Numbers.........................................................................................22
SECTION 33. Benefits of Ordinance..................................................................................22
SECTION 34. Inconsistent Provisions...............................................................................23
SECTION 35. Governing Law............................................................................................23
SECTION 36. Incorporation of Findings and Determinations.............................................23
SECTION37, Severability.................................................................................................23
SECTION 38. Effect of Headings.......................................................................................23
SECTION 39. Construction of Terms.................................................................................23
SECTION 40. Public Meeting............................................................................................23
SECTION 41. Effective Date..............................................................................................23
EXHIBIT A PAYING AGENT REGISTRAR/AGREEMENT....... ....... ............................. A-1
EXHIBIT B FORM OF CERTIFICATE......................................................................B-1
EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ..........................C-1
136654511.3/1001254665
ORDINANCE NO. 2349
AN ORDINANCE authorizing the issuance of "CITY OF EULESS, TEXAS, TAX
AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023"; providing
for the payment of such certificates of obligation by the levy of an ad
valorem tax upon all taxable property within the City and a limited pledge
of the net revenues from the operation of the City's Waterworks and Sewer
System; prescribing the terms and details of such Certificates and resolving
other matters incident and related to the issuance, sale, security, payment
and delivery of such Certificates, 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, notice of the City Council's intention to issue certificates of obligation in the
maximum principal amount of $22,000,000 for the purpose of paying contractual obligations to be
incurred for (i) the construction of public works, to wit: designing, constructing, renovating,
improving, and equipping the City Police and Courts Building; and (ii) professional services
rendered in relation to such projects and the financing thereof, has been duly published (i) in the
Fort Worth Star -Telegram, a newspaper hereby found and determined to be of general circulation
in the City of Euless, Texas, on June 21, 2023 and June 28, 2023, the date of the first publication
of such notice being not less than forty-six (46) days prior to the tentative date stated therein for
the passage of the ordinance authorizing the issuance of such certificates and (ii) continuously
on the City's website for at least forty-five (45) days prior to the tentative date stated therein for
the passage of the ordinance authorizing the issuance of such certificates; and
WHEREAS, the Fort Worth Star -Telegram is a newspaper which devotes not less than
twenty-five percent (25%) of its total column lineage to items of general interest, is published not
less frequently than once each week, entered as second-class postal matter in the county where
it is published and has been published regularly and continuously for not less than twelve (12)
months prior to the date of the publication of such "NOTICE OF INTENTION TO ISSUE CITY OF
EULESS, TEXAS, TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2023"; and
WHEREAS, no petition protesting the issuance of such certificates and bearing valid
petition signatures of at least five percent (5%) of the qualified voters of the City has been
presented to or filed with the City Secretary, any member of the City Council or any other official
of the City on or prior to the date of the passage of this Ordinance; and
WHEREAS, the City Council hereby finds and determines that the certificates of obligation
described in such notice should be issued and sold at this time in the amount and manner as
hereinafter provided; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS:
SECTION 1. Definitions. For purposes of this Ordinance, and for clarity with respect to
the issuance of the Certificates and the levy of taxes and appropriation of Net Revenues therefor,
the following words or terms, whenever the same appear herein without qualifying language, are
defined to mean as follows:
(a) The term "Additional Obligations" shall mean tax and revenue obligations
hereafter issued which by their terms are payable from ad valorem taxes and additionally
payable from and secured by a parity lien on and pledge of the Net Revenues of the
System of equal rank and dignity with the lien and pledge securing the payment of the
Previously Issued Certificates and the Certificates.
136654511.3/1001254665
(b) The term "Certificates" shall mean $20,620,000 "City of Euless, Texas, Tax
and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 2023" authorized by this Ordinance.
(c) The term "Certificate Fund" shall mean the special fund created and
established under the provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when reference is being made to
the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes
levied each year by the City become delinquent.
(e) The term "Fiscal Year" shall mean the twelve month operating period for
the System ending September 30th of each year.
(f) The term "Government Securities" shall mean (i) direct noncallable
obligations of the United States of America, including obligations the principal of and
interest on which are unconditionally guaranteed by the United States of America,
(ii) noncallable obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or instrumentality and, on
the date of their acquisition or purchase by the City, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent,
(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 of their
acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, and (iv) any other
then authorized securities or obligations that may be used to defease obligations such as
the Certificates under the then applicable laws of the State of Texas.
(g) The term "Net Revenues" shall mean and include the gross revenues
derived from the operation of the System, less reasonable expenses of operation and
maintenance, including all salaries, labor, materials, repairs and extensions necessary to
render efficient service; provided, however, that only such repairs and extensions, as in
the judgment of the City Council, reasonably and fairly exercised, are necessary to
maintain the operations and render adequate service to the City and the inhabitants
thereof, or such as might be necessary to meet some physical accident or condition which
would otherwise impair the security of obligations payable from and secured by a lien on
and pledge of the Net Revenues of the System shall be deducted in determining "Net
Revenues."
(h) The term "Outstanding", when used in this Ordinance with respect to
Certificates, means, as of the date of determination, all Certificates theretofore issued and
delivered under this Ordinance, except:
(1) those Certificates cancelled by the Paying Agent/Registrar
or delivered to the Paying Agent/Registrar for cancellation;
(2) those Certificates deemed to be duly paid by the City in
accordance with the provisions of Section 20 hereof; and
(3) those Certificates that have been mutilated, destroyed, lost
or stolen and replacement Certificates have been registered and delivered
in lieu thereof as provided in Section 24 hereof.
136654511.3/1001254665 2
(i) The term "Previously Issued Certificates" shall mean (1) "City of Euless,
Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 2011," dated January 15, 2011, (2) "City of Euless, Texas, Tax and
Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 2014," dated October 15, 2014, (3) "City of Euless, Texas, Tax and Waterworks
and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2015,"
dated October 15, 2015, (4) "City of Euless, Texas, Tax and Waterworks and Sewer
System (Limited Pledge) Revenue Certificates of Obligation, Series 2016," dated
January 1, 2016, (5) "City of Euless, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation, Series 2018, dated March 1, 2018,
(6) "City of Euless, Texas, Tax and Waterworks and Sewer System (Limited Pledge)
Revenue Certificates of Obligation, Series 2019," dated January 15, 2019, (7) "City of
Euless, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2020," dated January 1, 2020, and (8) "City of Euless,
Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 2021," dated April 8, 2021.
0) The term "Prior Lien Obligations" shall mean all revenue bonds or other
obligations, now outstanding and hereafter issued, payable from and secured by a lien on
and pledge of the Net Revenues of the System, including, but not limited to, obligations
hereafter issued that are payable from and secured, in whole or in part, by a lien on and
pledge of the Net Revenues of the System, which is prior in right and claim to the lien on
and pledge of the Net Revenues securing the payment of the Certificates.
(k) The term "System" shall mean the City's combined Waterworks and
Sanitary Sewer System, including all present and future additions, extensions,
replacements and improvements thereto, whether situated within or without the corporate
limits of the City.
SECTION 2. Authorization - Designation - Principal Amount - Purpose,. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $20,620,000, to be designated and bear the title "CITY OF EULESS, TEXAS TAX AND
WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2023" (the "Certificates"), for the purpose of paying contractual obligations
to be incurred for (i) the construction of public works, to wit: designing, constructing, renovating,
improving, and equipping the City Police and Courts Building; and (ii) professional services
rendered in relation to such projects and the financing thereof and pursuant to authority conferred
by and in conformity with the Constitution and laws of the State of Texas, including Texas Local
Government Code, Subchapter C of Chapter 271, as amended.
SECTION 3. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Certificates are issuable in fully registered form only; shall be dated
September 7, 2023 (the "Certificate Date"), and shall be in denominations of $5,000 or any integral
multiple thereof (within a Stated Maturity), and the Certificates shall become due and payable on
February 15 in each of the years and in the principal amounts (the "Stated Maturities") and bear
interest at the per annum rates in accordance with the following schedule:
Principal
Interest
Stated Maturitv
Amount ($)
Rate M
2024
620,000
4.000
2025
1,305,000
4.000
2026
1,260,000
5.000
2027
1,220,000
5.000
136654511.3/1001254665 3
2028
1,135, 000
5.000
2029
1,195,000
5.000
2030
1,255,000
5.000
2031
1,320,000
5.000
2032
1,390,000
5.000
2033
1,460,000
5.000
2034
1,535,000
5.000
2035
1,610,000
5.000
2036
1,695,000
5.000
2038
3,620,000
4.000
Interest on the Certificates shall accrue from the date of their delivery to the initial
purchaser (anticipated to be September 7, 2023) at the per annum rates shown above in this
Section, and such interest shall be calculated on the basis of a 360-day year consisting of twelve
30-day months. Interest on the Certificates shall be payable on February 15 and August 15 of
each year, commencing February 15, 2024, until maturity or prior redemption.
SECTION 4. Terms of Pavment - Paving Agent/Registrar. The principal of, premium, if
any, and the interest on the Certificates, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Certificates (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 Trust Company, National Association, Dallas,
Texas, to serve as the initial Paying Agent/Registrar for the Certificates is hereby approved and
confirmed. The City agrees and covenants to cause to be kept and maintained by the Paying
Agent/Registrar books and records relating to the registration, payment and transfer of the
Certificates (the "Security Register"), all as provided herein, in accordance with the terms and
provisions of a "Paying Agent/Registrar Agreement substantially in the form attached hereto as
Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and City may
prescribe; and the Mayor, Mayor Pro Tem, City Manager, and City Secretary or other authorized
representative of the City is authorized to execute and deliver such Paying Agent/Registrar
Agreement in connection with the delivery of the Certificates. The City covenants to maintain and
provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and
any successor Paying Agent/Registrar shall be a commercial bank, trust company, financial
institution or other entity qualified and authorized to serve in such capacity and perform the duties
and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the
Certificates, 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 Certificates shall be payable at the Stated
Maturities or upon prior redemption, only upon presentation and surrender of the Certificates to
the Paying Agent/Registrar at its designated offices identified in the Paying Agent/Registrar
Agreement, or, with respect to a successor Paying Agent/Registrar, at the designated offices of
such successor (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be
paid by the Paying Agent/Registrar to the Holders whose names appear in the Security Register
at the close of business on the Record Date (the last business day of the month next preceding
each interest payment date) and payment of such interest shall be (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
136654511.3/1001254665 4
and expense of, the Holder. If the date for the payment of the principal of or interest on the
Certificates shall be a Saturday, Sunday, legal holiday or a day when banking institutions in the
city where the Designated Payment/Transfer Office is located are authorized by law or executive
order to be closed, 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 be
closed; 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 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.
SECTION 5. Redemption.
(a) Optional Redemption,. The Certificates having Stated Maturities on and after
February 15, 2034, shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part, from time to time, in principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2033, or on
any date thereafter at the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option.. At least forty-five (45) days prior to an optional
redemption date for the Certificates (unless a shorter notification period shall be satisfactory to
the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date
of redemption therefor.
(c) Mandatory Redemption. The Certificates maturing on the date specified below
(the "Term Certificates") shall be subject to mandatory redemption in part prior to maturity at the
redemption price of par and accrued interest to the date of redemption on the respective dates
and in principal amounts as follows:
Term Certificates due February 15, 2038
Redemption Date Principal Amount ($l
February 15, 2037 1,775,000
February 15, 2038* 1,845,000
* Stated maturity.
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates
within the applicable Stated Maturity to be redeemed on the next following February 15 from
moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term
Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Certificates for a Stated Maturity required to be
redeemed on a mandatory redemption date may be reduced, at the option of the City, by the
principal amount of Term Certificates of like Stated Maturity which, at least 50 days prior to the
mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the
136654511.3/1001254665 5
principal amount of such Term Certificates plus accrued interest to the date of purchase thereof,
and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed
pursuant to the optional redemption provisions set forth in paragraph (a) of this Section and not
theretofore credited against a mandatory redemption requirement.
(d) Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Certificates as representing the number of Certificates Outstanding which is
obtained by dividing the principal amount of such Certificates by $5,000 and shall select the
Certificates to be redeemed within such Stated Maturity by lot.
(e) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to
be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder.
If a Certificate is subject by its terms to prior redemption and has been called for redemption and
notice of redemption thereof has been duly given as hereinabove provided, such Certificate (or
the principal amount thereof to be redeemed) shall become due and payable and interest thereon
shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for
the payment of such Certificate (or of the principal amount thereof to be redeemed) at the then
applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
(f) Conditional Notice of Redemption.. With respect to any optional redemption of the
Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to
the giving of such notice of redemption, such notice may state that such redemption is conditional
upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
such redemption, or upon the satisfaction of any prerequisites set forth in such notice of
redemption; and, if sufficient moneys are not received or if such prerequisites are not satisfied,
such notice shall be of no force and effect, the City shall not redeem such Certificates and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was
given, to the effect that the Certificates have not been redeemed.
SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record and maintain in the Security
Register the name and address of each and every owner of the Certificates issued under and
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations by
the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the
Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
136654511.3/1001254665 6
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 Certificate (other than the Initial Certificate(s) authorized in Section
9 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 Certificates, executed on behalf of, and furnished by the City, of
authorized denominations and having the same Stated Maturity and of a like aggregate principal
amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates (other than the Initial Certificate(s) authorized in
Section 9 hereof) may be exchanged for other Certificates of authorized denominations and
having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal
amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be
exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever
any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and
deliver new Certificates, executed on behalf of, and furnished by the City, to the Holder requesting
the exchange.
All Certificates issued in any transfer or exchange of Certificates 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 Certificates surrendered in
such transfer or exchange.
All transfers or exchanges of Certificates 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.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new Certificate or Certificates
registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor
Certificates" shall include any mutilated, lost, destroyed or stolen Certificate for which a
replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the
provisions of Section 24 hereof and such new replacement Certificate shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within forty-five (45)
days of the date fixed for the redemption of such Certificate; provided, however, such limitation
on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Certificate called for redemption in part.
SECTION 7. Book-Entrv-Oniv Transfers and Transactions. Notwithstanding the
provisions contained in Sections 4, 5 and 6 hereof relating to the payment, and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book -Entry -Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company
(DTC), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the City and DTC (the "Depository Agreement").
136654511.3/1001254665 7
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold such Certificates for its participants (the "DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates on the Security Register for all purposes, including payment and notices, shall be
Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or
owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and
DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Certificates or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Certificates, the City covenants and agrees with the Holders
of the Certificates to cause Certificates to be printed in definitive form and issued and delivered
to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in
definitive form shall be assigned, transferred and exchanged on the Security Register maintained
by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with
the provisions of Sections 4, 5 and 6 hereof.
SECTION 8. Execution - Registration. The Certificates shall be executed on behalf of
the City by the Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of such officers and the seal of the City on
the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile
signatures of individuals who are or were the proper officers of the City on the date of the adoption
of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that
one or more of the individuals executing the same shall cease to be such officer at the time of
delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in
subsequent exchanges and transfers, all as authorized and provided in Texas Government Code,
Chapter 1201, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate 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 Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly certified, registered and delivered.
SECTION 9. Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount shown in Section
2 hereof with principal installments to become due and payable as provided in Section 3 hereof
and numbered T-1, or (ii) as multiple fully registered certificates, being one certificate for each
year of maturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the
designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the
Attorney General of the State of Texas for approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any
time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written
instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) delivered hereunder and exchange therefor definitive Certificates 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
136654511.3/1001254665 8
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 10. Forms. Forms Generaliv. The Certificates, 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 Certificates, 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 Certificates, 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 Certificates as evidenced by their execution.
Any portion of the text of any Certificate may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed,
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution.
SECTION 11. Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special fund to be designated "SPECIAL SERIES 2023 TAX AND REVENUE
CERTIFICATE OF OBLIGATION FUND" (the "Certificate Fund"), which Certificate Fund shall be
kept and maintained at the depository bank of the City, and moneys deposited in such Certificate
Fund shall be used for no other purpose. The Mayor, Mayor Pro Tem, City Manager, Deputy City
Manager, Director of Finance, Assistant Director of Finance, and City Secretary of the City,
individually or collectively, are hereby authorized and directed to cause to be transferred to the
Paying Agent/Registrar for the Certificates, from funds on deposit in the Certificate Fund, amounts
sufficient to fully pay and discharge promptly each installment of interest and principal of the
Certificates as the same accrues or matures; such transfers of funds to be made in such manner
as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Certificates at the close of business on the last business day next preceding each interest and/or
principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund
may, at the option of the City, be invested in obligations identified in, and in accordance with the
City's Investment Policy, as the same may be amended from time to time and the provisions of
the "Public Funds Investment Act" (Texas Government Code, Chapter 2256, as amended) relating
to the investment of "bond proceeds"; provided that all such investments shall be made in such a
manner that the money required to be expended from such Certificate Fund will be available at
the proper time or times. All interest and income derived from deposits and investments in such
Certificate Fund shall be credited to, and any losses debited to, such Certificate Fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with the
Certificates.
SECTION 12. Tax Levy. To provide for the payment of the "Debt Service Requirements"
on the Certificates, being (i) the interest on such Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there
shall be and there is hereby levied, within the limitations prescribed by law, for the current year
and each succeeding year thereafter while such Certificates or any interest thereon shall remain
Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in the
City, adequate to pay such Debt Service Requirements, full allowance being made for
136654511.3/1001254665 9
delinquencies and costs of collection; such tax shall be assessed and collected each year and
applied to the payment of the Debt Service Requirements, and the same shall not be diverted to
any other purpose. The taxes so levied and collected shall be deposited into the Certificate Fund.
This governing body hereby declares its purpose and intent to provide and levy a tax legally and
fully sufficient to pay the Debt Service Requirements, it having been determined that the existing
and available taxing authority of the City for such purpose is adequate to permit a legally sufficient
tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates herein authorized to be issued shall be determined and accomplished in the
following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after
(a) deducting therefrom the total amount of Debt Service Requirements to
become due on the Certificates prior to the Collection Date for the ad
valorem taxes to be levied and (b) adding thereto the amount of Net
Revenues of the System appropriated and allocated to pay such Debt
Service Requirements prior to the Collection Date for the ad valorem taxes
to be levied.
(2) The amount of Net Revenues, if any, appropriated and to be
set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and
the Collection Date for the taxes to be levied during the next succeeding
calendar year.
(3) The amount of Debt Service Requirements to become due
and payable on the Certificates between the Collection Date for the taxes
then to be levied and the Collection Date for the taxes to be levied during
the next succeeding calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (3) above less the
sum total of the amounts established in paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
(c) The City has sufficient current funds available and such funds are hereby
appropriated to make the payments to become due on the Certificates on February 15, 2024, and
August 15, 2024, and the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Director
of Finance, Assistant Director of Finance, and City Secretary of the City, individually or jointly, are
hereby authorized and directed to transfer and deposit in the Certificate Fund such amount of
current funds which will be sufficient to pay the amounts to become due on the Certificates on
February 15, 2024, and August 15,.2024.
SECTION 13. Limited Pledae of Net Revenues. The City hereby covenants and agrees
that subject to the prior lien on and pledge of the Net Revenues to the payment and security of
the Prior Lien Obligations, if any, the Net Revenues of the System in the amount of $1,000 are
hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and
the limited pledge of $1,000 of the Net Revenues of the System herein made for the payment of
the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the
terms and provisions hereof, and shall be on a parity in all respects with the lien on the Net
136654511.3/1001254665 10
Revenues securing the payment of the Previously Issued Certificates and Additional Obligations,
if issued. Furthermore, such lien on and pledge of the Net Revenues securing the payment of
the Certificates shall constitute a lien on the Net Revenues of the System until such time as the
City shall pay all of such $1,000, after which time the pledge shall cease, all in accordance with
the terms and provisions hereof and be valid and binding without further action by the City and
without any filing or recording except for the filing of this Ordinance in the records of the City.
Texas Government Code, Chapter 1208, as amended, applies to the issuance of the
Certificates and the pledge of the revenues granted by the City under this Section of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended
at any time while the Certificates are Outstanding and unpaid such that the pledge of the revenues
granted by the City under this Section of this Ordinance is to be subject to the filing requirements
of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to
the Holders of the Certificates the perfection of the security interest in such pledge, the City agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply
with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended,
and enable a filing to perfect the security interest in such pledge to occur.
SECTION 14. System Fund. The City hereby covenants and agrees that all gross
revenues of the System (excluding earnings from the investment of money held in any special
funds or accounts created for the payment and security of Prior Lien Obligations) shall be
deposited from day to day as collected into a "System Fund" (hereinafter called the "System
Fund") which System Fund shall be kept separate and apart from all other funds, accounts and
moneys of the City, and shall be maintained at an official depository bank of the City. All moneys
deposited in the System Fund shall be pledged and appropriated to the extent required for the
following purposes and in the order of priority shown, to wit:
First. To the payment of all necessary and reasonable
maintenance and operating expenses of the System as defined herein or
required by statute to be a first charge on and claim against the revenues
thereof;
Second. To the payment of all amounts required to be deposited
in the special funds created and established for the payment, security and
benefit of Prior Lien Obligations in accordance with the terms and
provisions of the ordinances authorizing the issuance of Prior Lien
Obligations; and
Third. To the payment, equally and ratably, of the limited
amounts pledged to the payment of the Previously Issued Certificates, the
Certificates and Additional Obligations, if issued.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment thereof, may be appropriated and
used for any other City purpose now or hereafter permitted by law.
SECTION 15. Deposits to Certificate Fund. The City hereby covenants and agrees to
cause to be deposited in the Certificate Fund from the pledged Net Revenues in the System Fund,
the amount of $1,000.
The City covenants and agrees that the amount of pledged Net Revenues ($1,000),
together with ad valorem taxes levied, collected and deposited in the Certificate Fund for and on
behalf of the Certificates, will be an amount equal to one hundred percent (100%) of the amount
required to fully pay the interest and principal due and payable on the Certificates. In addition,
136654511.3/1001254665 11
any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall
be deposited in the Certificate Fund, or another fund created for the payment of the principal of
and interest on any Certificate, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in the Certificate Fund from ad valorem taxes and the Net Revenues.
SECTION 16. Security of Funds. All moneys on deposit in the funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of the State of Texas
for the security of public funds, and moneys on deposit in such funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 17. Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Net Revenues of the System
supporting this issue of Certificates and has lawfully exercised such powers under the
Constitution and laws of the State of Texas, including such power existing under Texas
Local Government Code, Subchapter C of Chapter 271, as amended, and Texas
Government Code, Chapter 1502, as amended.
(b) Other than for the payment of any Prior Lien Obligations, the outstanding
Previously Issued Certificates, and the Certificates, the Net Revenues of the System have
not in any manner been pledged to the payment of any debt or obligation of the City or of
the System.
SECTION 18. Issuance of Prior Lien Obligations and Additional Obligations. The City
hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as
to principal amount, but subject to any terms, conditions or restrictions applicable thereto under
law or otherwise. Prior Lien Obligations hereafter issued may be payable, in whole or in part,
from the Net Revenues (without impairment of the obligation of contract with the Holders of the
Certificates) upon such terms and conditions as the City Council may determine.
In addition, the City reserves the right to issue Additional Obligations, without limitation or
any restriction or condition being applicable to their issuance under the terms of this Ordinance,
payable from and secured by a lien on and pledge of the Net Revenues of the System of equal
rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing
the payment of the Previously Issued Certificates and the Certificates.
SECTION 19. Subordinate to Prior Lien Obliaations, Covenants and Aareements. It is
the intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements and
covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and
to the extent of any irreconcilable conflict between the provisions contained herein and in the
ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and
covenants contained therein shall prevail to the extent of such conflict and be applicable to this
Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby
to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any change or
modification affecting the application of revenues derived from the operation of the System shall
not impair the obligation of contract with respect to the pledge of revenues herein made for the
payment and security of the Certificates.
SECTION 20. Satisfaction of Obliaation of Citv. 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
136654511.3/1001254665 12
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Net Revenues of the System 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.
Certificates 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 Certificates or the
principal amount(s) thereof at maturity or the redemption date therefor, together with all interest
due thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,
which Government Securities shall mature as to principal and interest in such amounts and at
such times as will insure the availability, without reinvestment, of sufficient money, together with
any moneys deposited therewith, if any, to pay when due the principal of and interest on such
Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if
notice of redemption has been duly given or waived or if irrevocable arrangements therefor
acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the
event of a defeasance of the Certificates, the City shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent certified public accountant, or another
qualified third party concerning the sufficiency of the deposit of cash and/or Government
Securities to pay, when due, the principal of, redemption premium (if any), and interest due on
any defeased Certificates. The City covenants that no deposit of moneys or Government
Securities will be made under this Section and no use will be made of any such deposit which
would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Certificates, 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 Certificates and remaining unclaimed for a period of three (3) years after the
Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited
and are held in trust to pay shall, upon the request of the City, be remitted to the City against a
written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from
the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws
of the State of Texas.
The City reserves the right, subject to satisfying the requirements of (i) and (ii) above, to
substitute other Government Securities for the Government Securities originally deposited, to
reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit
of the City moneys in excess of the amount required for such defeasance.
Upon such deposit as described above, such Certificates shall no longer be regarded to
be outstanding or unpaid. Provided, however, the City has reserved the option, to be exercised
at the time of the defeasance of the Certificates, to call for redemption, at an earlier date, those
Certificates which have been defeased to their maturity date, if the City: (i) in the proceedings
providing for the firm banking and financial arrangements, expressly reserves the right to call the
Certificates for redemption; (ii) gives notice of the reservation of that right to the Holders of the
Certificates immediately following the making of the firm banking and financial arrangements; and
(iii) directs that notice of the reservation be included in any redemption notices that it authorizes.
136654511.3/1001254665 13
SECTION 21. Ordinance a Contract - Amendments. 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 Certificate remains Outstanding except as permitted in this
Section and in Section 28 hereof. The City may, without the consent of or notice to any Holders
of the Certificates, from time to time and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders of the Certificates, including the curing of any ambiguity,
inconsistency or formal defect or omission herein. In addition, the City may, with the written
consent of Holders of the Certificates holding a majority in aggregate principal amount of the
Certificates then Outstanding affected thereby, amend, add to or rescind any of the provisions of
this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, 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 Certificates, 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 Certificates, (2) give any preference to any Certificate over any
other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held
by Holders for consent to any such amendment, addition or rescission.
SECTION 22. Notices to Holders - Waivers. 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 Certificates. 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 23. Cancellation. Certificates surrendered for payment, redemption, transfer
or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and,
if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or
registered and delivered which the City may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled
Certificates held by the Paying Agent/Registrar shall be returned to the City.
SECTION 24. Mutilated, Destroved, Lost and Stolen Certificates. In case any Certificate
shall be mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver
a replacement Certificate of like form and tenor, and in the same denomination and bearing a
number not contemporaneously outstanding, in exchange and substitution for such mutilated
Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, 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
Certificate, 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 Certificate shall be borne by the Holder
of the Certificate mutilated, destroyed, lost or stolen.
136654511.3/1001254665 14
Every replacement Certificate 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 Certificates, notwithstanding the enforceability of payment by anyone of the
destroyed, lost or stolen Certificates.
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 Certificates.
SECTION 25. Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Certificates are 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.
"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 Certificates.
"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 Certificates are
invested and which is not acquired to carry out the governmental purposes of the
Certificates.
"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
Certificates. 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 Certificates 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 Certificate to
become includable in the gross income, as defined in Section 61 of the Code, of the Holder thereof
136654511.3/1001254665 15
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 Certificate, the City shall comply with each of the
specific covenants in this Section.
(c) No Private Use or Private Pavments. 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 Certificates:
(1) exclusively own, operate and possess all property the
acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with Gross Proceeds of the Certificates, and
not use or permit the use of such Gross Proceeds (including all contractual
arrangements with terms different than those applicable to the general
public) or any property acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or entity (including the
United States or any agency, department and instrumentality thereof) other
than a state or local government, unless such use is solely as a member of
the general public; and
(2) not directly or indirectly impose or accept any charge or
other payment by any person or entity who is treated as using Gross
Proceeds of the Certificates 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 Certificates
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 Hiaher 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 Certificates 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 Certificates.
(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 Certificates to be federally guaranteed within the meaning of Section
149(b) of the Code and the Regulations and rulings thereunder.
136654511.3/1001254665 16
(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 Certificate is
discharged. However, to the extent permitted by law, the City may
commingle Gross Proceeds of the Certificates 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 Certificates until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the
Certificates 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 out of the Certificate Fund or its general fund, as permitted
by applicable Texas statute, regulation or opinion of the Attorney General
of the State of Texas, the amount that when added to the future value of
previous rebate payments made for the Certificates 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 Arbitraae 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
136654511.3/1001254665 17
earlier of the Stated Maturity or final payment of the Certificates, 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 Certificates not been
relevant to either party.
Q) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Deputy City Manager, Director of Finance, and Assistant Director of Finance, either or
any combination of them, 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
Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form
or document.
SECTION 26. Sale of the Certificates — Official Statement Approval. Pursuant to a public
sale for the Certificates, the bid submitted by Piper Sandler & Co. (the "Purchaser"), is declared
to be the best bid received producing the lowest true interest cost rate to the City, and the sale of
the Certificates to the Purchaser at the price of par and a net cash premium of $1,538,128.67, is
hereby determined to be in the best interests of the City and is approved and confirmed. Delivery
of the Certificates to the Purchaser shall occur as soon as possible upon payment being made
therefor in accordance with the terms of sale. The Initial Certificate shall be registered in the
name of the Purchaser.
Furthermore, the use of the Preliminary Official Statement by the Purchaser in connection
with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in
all respects. The final Official Statement, which reflects the terms of sale (together with such
changes approved by the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Director
of Finance, Assistant Director of Finance, or City Secretary, one or more of such officials), shall
be and is hereby in all respects approved and the Purchaser is hereby authorized to use and
distribute such final Official Statement, dated August 8, 2023, in the reoffering, sale, and delivery
of the Certificates to the public. The Mayor is 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 Purchaser, and such final Official Statement in the form and content manually
executed by such official shall be deemed to be approved by the City Council and constitute the
Official Statement authorized for distribution and use by the Purchaser.
SECTION 27. Proceeds of Sale. Immediately following the delivery of the Certificates,
the proceeds of sale, less amounts to pay costs of issuance, if any, shall be deposited to the credit
of the construction fund maintained at a depository bank of the City, and any additional proceeds
shall be deposited to the Certificate Fund. Pending expenditure for authorized projects and
purposes, Certificate proceeds may be invested in authorized investments and any investment
earnings realized shall be expended for such authorized projects and purposes or, in the event
such projects have been completed, deposited in the Certificate Fund. Any surplus proceeds of
sale of the Certificates, including investment earnings, remaining after completion of all authorized
projects or purposes shall be disbursed for payment of costs of issuance or deposited to the credit
of the Certificate Fund.
SECTION 28. Continuing Disclosure Undertakinq.
(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
136654511.3/1001254665 18
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 2023, 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
2023, 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.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Certificates 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 Certificates, or other material events affecting the tax status of the
Certificates;
(7) Modifications to rights of holders of the Certificates, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
136654511.3/1001254665 19
(10) Release, substitution, or sale of property securing repayment of the
Certificates, 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.
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 (c)(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 Certificates 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 Certificate 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 Certificates; and, nothing in this Section, express or implied, shall give any benefit or any
136654511.3/1001254665 20
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 Certificates at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything 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 Certificates in the primary offering of the Certificates
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 Certificates
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 Certificates. 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 Certificates from lawfully purchasing or selling
Certificates 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 29. Control and Custodv of Certificates. 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 of the
Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchaser.
136654511.3/1001254665 21
SECTION 30. Further Procedures. 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 of the Certificates, and shall take
and have charge and control of the Initial Certificate(s) pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery
thereof to the Purchaser.
Furthermore, any one or more of the Mayor, Mayor Pro Tem, 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 Certificates. In addition, prior to the initial delivery of the
Certificates, 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 technical changes or corrections to this Ordinance or to
any of the documents authorized and approved by this Ordinance: (i) in order to cure any technical
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 Certificates 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 Tem, 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.
SECTION 31, Bond Counsel's Opinion.. The Purchaser's obligation to accept delivery of
the Certificates is subject to being furnished a final opinion of Norton Rose Fulbright US LLP,
Dallas, Texas, approving the Certificates as to their validity, such opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of
such opinion shall accompany the global certificates deposited with DTC or a true and correct
reproduction thereof shall be printed on the definitive Certificates in the event the book -entry -only
system shall be discontinued. The City Council confirms the prior engagement of Norton Rose
Fulbright US LLP as the City's bond counsel.
SECTION 32. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or effect as regards the legality thereof,
and neither the City nor attorneys approving such Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 33. 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 is intended
136654511.3/1001254665 22
to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the
Holders.
SECTION 34. Inconsistent Provisions. Subject to Section 19 hereof, 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 35. Governina 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 36. Incorporation of Findinas 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 37. 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 38. Effect of Headings, The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 39. 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 40. Public Meetina. It is officially found, determined and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 41. Effective Date. In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[The remainder of this page intentionally left blank.]
136654511.3/1001254665 23
PASSED AND ADOPTED, this August 8, 2023.
ATTEST:
.4�� C�
i Secretary
(City Seal)
APPROVED AS TO FORM:
�jk 0�-'
City Attorney
CITY OF EULESS, TEXAS
w FA 1 —, k4m.
-
S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
136654511.3/1001254665 A-1
EXHIBIT B
FORM OF CERTIFICATE
(a) Form of Definitive Certificate.
REGISTERED REGISTERED
NO, $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2023
Certificate Date: Interest Rate: Stated Maturity: CUSIP NO:
September 7, 2023 % February 15, 20_
Registered Owner:
Principal Amount: DOLLARS
The City of Euless (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 (the "Registered
Owner"), or the registered assigns thereof, the Principal Amount stated above, on the Stated
Maturity date specified above (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest (computed on the basis of a 360-day year consisting of twelve
30-day months) on the unpaid Principal Amount hereof from the interest payment date next
preceding the "Registration Date" of this Certificate appearing below (unless this Certificate 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 Certificate is prior to the initial interest payment date,
in which case it shall bear interest from the date of their delivery to the initial purchaser) at the per
annum rate of interest specified above; such interest being payable on February 15 and August
15 of each year, commencing February 15, 2024, until maturity or prior redemption. Principal of
this Certificate is payable at its Stated Maturity or upon its prior redemption to the Registered
Owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of
the Paying Agent/Registrar executing the registration certificate appearing hereon, or its
successor. Interest is payable to the Registered Owner of this Certificate (or one or more
Predecessor Certificates, 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 on the Record Date 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 Certificates shall be a Saturday, Sunday, legal
holiday or a day when banking institutions in the city where the Designated Payment/Transfer
Office is located are authorized by law or executive order to close, then the date for such payment
136654511.3/1001254665 B-1
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 Certificate shall be without exchange or collection charges to the
Registered 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 Certificate is one of the series specified in its title issued in the aggregate principal
amount of $20,620,000 (herein referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) the construction of public works, to wit: designing,
constructing, renovating, improving, and equipping the City Police and Courts Building; and (ii)
professional services rendered in relation to such projects and the financing thereof, under and in
strict conformity with the Constitution and laws of the State of Texas, particularly Texas Local
Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance
adopted by the governing body of the City (herein referred to as the "Ordinance").
The Certificates maturing on the date specified below (the "Term Certificates") are subject
to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund established
and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to
maturity at the price of par and accrued interest thereon to the date of redemption, and without
premium, on the dates and in the principal amounts as follows:
Term Certificates due February 15, 2038
Redemption Date Principal Amount ($)
February 15, 2037 1,775,000
February 15, 2038* 1,845,000
* Stated maturity.
The particular Term Certificates of a stated maturity to be redeemed on each redemption
date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal
amount of Term Certificates for a stated maturity required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City, by the principal amount of Term
Certificates of like stated maturity which, at least 50 days prior to the mandatory redemption date,
(1) shall have been acquired by the City at a price not exceeding the principal amount of such
Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the
Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional
redemption provisions appearing below and not theretofore credited against a mandatory
redemption requirement.
The Certificates maturing on and after February 15, 2034, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part, from time to time, in principal
amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity, by lot by the
Paying Agent/Registrar), on February 15, 2033, or on any date thereafter, at the redemption price
of par, together with accrued interest to the date of redemption.
At least thirty (30) days prior to a redemption date, the City shall cause a written notice of
such redemption to be sent by United States Mail, first class postage prepaid, to the registered
owners of each Certificate to be redeemed at the address shown on the Security Register and
subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate
(or any portion of its principal sum) shall have been duly called for redemption and notice of such
redemption duly given, then upon the redemption date such Certificate (or the portion of its
136654511.3/1001254665 B-2
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of
the redemption price and the interest accrued on the principal amount to be redeemed to the date
of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest
shall cease to accrue and be payable from and after the redemption date on the principal amount
redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole
or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Certificate
to an assignee of the registered owner within forty-five (45) days of the redemption date therefor;
provided, however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Certificate redeemed in part.
With respect to any optional redemption of the Certificates, unless moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall
have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption,
such notice may state that such redemption is conditional upon the receipt of such moneys by the
Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction
of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received, or if such prerequisites are not satisfied, such notice shall be of no force and effect, the
City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Certificates have not
been redeemed.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of the
Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sewer
System (the "System"), such pledge of the Net Revenues for the payment of the Certificates being
limited to an amount of $1,000 and, together with a parity pledge securing the payment of the
Previously Issued Certificates (identified and defined in the Ordinance), being junior and
subordinate to the lien on and pledge of the Net Revenues securing the payment of "Prior Lien
Obligations (as defined in the Ordinance), if any, hereafter issued by the City. In the Ordinance,
the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are
outstanding without limitation as to principal amount but subject to any terms, conditions or
restrictions as may be applicable thereto under law or otherwise, as well as the right to issue
Additional Obligations (identified and defined in the Ordinance) payable from the same sources
as the Certificates and, together with the Certificates, equally and ratably secured by a parity lien
on and pledge of the Net Revenues of the System.
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 the provisions of which the
Registered Owner hereof 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 Certificates; the
properties constituting the System; the limited amount of Net Revenues pledged to the payment
of the principal of and interest on the Certificates; the nature and extent and manner of
enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate; the
136654511.3/1001254665 B-3
conditions upon which the Ordinance may be amended or supplemented with or without the
consent of the Registered Owners of the Certificates; the rights, duties and obligations of the City
and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens,
pledges, charges and covenants made therein may be discharged at or prior to the maturity of
this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the
other terms and provisions contained therein. Capitalized terms used herein and not otherwise
defined have the meanings assigned in the Ordinance.
This Certificate, 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 or her duly authorized
agent. When a transfer on the Security Register occurs, one or more fully registered Certificates
of authorized denominations 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 Certificate as the owner
entitled to payment of principal hereof at its Stated Maturity or upon its prior redemption, in whole
or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor
the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In
the event of nonpayment of interest on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 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 Registered Owner 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 covenanted 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 Certificates 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 Certificates 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
Certificates 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 Certificates by the levy of a tax
and a pledge of a limited amount of the Net Revenues of the System as aforestated. In case any
provision in this Certificate or any application hereof shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions and applications shall not in any
way be affected or impaired thereby. The terms and provisions of this Certificate and the
Ordinance shall be construed in accordance with and shall be governed by the laws of the State
of Texas.
136654511.3/1001254665 B-4
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
CITY OF EULESS, TEXAS
[Mayor] [Mayor Pro Tem]
COUNTERSIGNED:
City Secretary
(SEAL)
(b) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Certificate 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)
136654511.3/1001254665 B-5
(c) Form of Certificate of Paving Agent/Registrar to Appear on Definitive Certificates
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR,
This Certificate has been duly issued and registered under the provisions of the within -
mentioned Ordinance; the certificate or certificates 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 Certificate.
Registration Date:
(d) Form of Assianment.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, Dallas, Texas,
as Paying Agent/Registrar
go
Authorized Signature
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 Certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate 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 Certificate in every particular.
(e) The Initial Certificate(s) shall be in the form set forth in paragraph (a) of this Exhibit,
except that the heading and first paragraph of the form of a sinale fullv registered Initial Certificate
shall be modified as follows:
136654511.3/1001254665 B-6
REGISTERED
NO. T-1
REGISTERED
$20,620,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2023
Certificate Date:
September 7, 2023
Registered Owner: PIPER SANDLER & CO.
Principal Amount: TWENTY MILLION SIX HUNDRED TWENTY THOUSAND DOLLARS
The City of Euless (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 (the "Registered
Owner"), or the registered assigns thereof, on February 15 in each of the years and in principal
installments and bearing interest at per annum rates in accordance with the following schedule:
PRINCIPAL INTEREST
MATURITY INSTALLMENTS ($1 RATE M
(Information to be inserted from schedule in Section 3 hereof.)
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest
(computed on the basis of a 360-day year consisting of twelve 30-day months) on the unpaid
Principal Amount hereof from the date of their delivery to the initial purchaser at the per annum
rate of interest specified above; such interest being payable on February 15 and August 15 of
each year, commencing February 15, 2024, until maturity or prior redemption. Principal
installments of this Certificate are payable in the year of maturity or on a redemption date to the
registered owner hereof by U.S. Bank Trust Company, National Association, Dallas, Texas (the
"Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in St. Paul,
Minnesota (the "Designated Payment/Transfer Office"), or its successor. Interest is payable to
the Registered Owner of this Certificate (or one or more Predecessor Certificates, 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 on the Record
Date 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 Certificates shall be a Saturday, Sunday, legal holiday or a day when banking
institutions in the city where the Designated Payment/Transfer Office 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
136654511.3/1001254665 B-7
on this Certificate shall be without exchange or collection charges to the Registered 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.
136654511.3/1001254665 B-8
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 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.
Accountinq 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.
136654511.3/1001254665 C-1