HomeMy WebLinkAbout2098 01-12-2016ORDINANCE NO. 2098
AN ORDINANCE authorizing the issuance of "CITY OF EULESS, TEXAS TAX
AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016 "; providing
for the payment of said 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 said 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 $16,582,160 for the purpose of paying contractual obligations to
be incurred for (i) public infrastructure including demolishing dangerous structures, streets,
street improvements, water and wastewater, drainage, curbs, gutters, sidewalks, entryways,
signage, lighting, traffic signalization and other public improvements thereto and the acquisition
of land and rights -of -way therefor, and (ii) professional services rendered in relation to such
projects and financing thereof, has been duly published in the Fort Worth Star - Telegram, a
newspaper hereby found and determined to be of general circulation in the City of Euless,
Texas, on December 11, 2015 and December 18, 2015, the date of the first publication of such
notice being not less than thirty -one (31) 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 Tess 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 said "NOTICE OF INTENTION TO ISSUE
CITY OF EULESS, TEXAS, TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2016 "; 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. 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 $16,450,000, to be designated and bear the title "CITY OF EULESS, TEXAS TAX
AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES
OF OBLIGATION, SERIES 2016" (the "Certificates "), for the purpose of paying contractual
obligations to be incurred for (i) public infrastructure including demolishing dangerous
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structures, streets, street improvements, water and wastewater, drainage, curbs, gutters,
sidewalks, entryways, signage, lighting, traffic signalization and other public improvements
thereto and the acquisition of land and rights -of -way therefor, and (ii) professional services
rendered in relation to such projects and 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 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Certificates are issuable in fully registered form only; shall be dated
January 1, 2016 (the "Certificate Date "), and shall be in denominations of $5,000 or any integral
multiple thereof (within a Stated Maturity), and the Certificates shall become due and payable
on the dates and in the principal amounts (the "Stated Maturities ") and bear interest at the per
annum rate(s) in accordance with the following schedule:
Principal Interest
Stated Maturity Amount ($) Rate ( %)
August 15, 2018 380,000 2.000
August 15, 2019 515,000 3.000
August 15, 2020 530,000 2.000
August 15, 2021 540,000 2.000
August 15, 2022 550,000 3.000
August 15, 2023 570,000 4.000
August 15, 2024 590,000 2.250
August 15, 2025 605,000 3.000
August 15, 2026 620,000 3.000
August 15, 2027 640,000 3.000
August 15, 2028 660,000 3.000
August 15, 2029 680,000 3.000
August 15, 2030 700,000 3.000
August 15, 2031 720,000 3.000
August 15, 2032 745,000 3.000
August 15, 2033 765,000 3.000
August 15, 2034 790,000 3.000
August 15, 2035 810,000 3.000
August 15, 2036 835,000 3.125
August 15, 2037 865,000 3.125
August 15, 2038 890,000 3.125
February 15, 2041 2,450,000 3.250
Interest on the Certificates shall accrue from the date of their delivery to the initial
purchaser at the per annum rate(s) 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
August 15, 2016, until maturity or prior redemption.
SECTION 3. Terms of Payment - Paying 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
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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 by City staff of U.S. Bank National Association, Dallas, Texas, to serve as
the initial Paying Agent/Registrar for the Certificates is hereby confirmed and any prior action
taken by the City Manager or other City staff in connection with such selection is hereby ratified.
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 City Manager or other authorized representative of the City is authorized
to execute and deliver such 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 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.
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SECTION 4. Redemption.
(a) Mandatory Redemption. The Certificates maturing on the dates 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, 2041
Redemption Date Principal Amount ($)
August 15, 2039 920,000
August 15, 2040 950,000
February 15, 2041* 580,000
Stated maturity.
(b) 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 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.
(c) Optional Redemption. The Certificates having Stated Maturities on and after
August 15, 2026 shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2026, or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
(d) 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. The decision of the City to exercise the right to redeem Certificates shall
be entered in the minutes of the governing body of the City.
(e) Selection of Certificates for Redemption. If Tess 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.
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(f) 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.
(g) 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 said
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, 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 5. 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
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 single Initial Certificate authorized in
Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Certificates, executed on behalf of, and
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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 single Initial Certificate authorized
in Section 8 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 6. Book - Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
transfer /exchange of the 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 ").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants ").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
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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 3, 4 and 5 hereof.
SECTION 7. Execution - Registration. The Certificates shall be executed on behalf of
the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers 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 Certificate Date 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 Section 9(c), manually executed by the
Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a
certificate of registration substantially in the form provided in Section 9(d), 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.
Notwithstanding the above and foregoing paragraph, both certificates of registration
appearing in Section 9(c) and Section 9(d) shall be printed on the Initial Certificate(s) authorized
for delivery to the initial purchaser in Section 8, and both such certifications shall be required to
be manually executed in connection with the delivery of the Initial Certificate(s) to the initial
purchaser. Upon the delivery of the Initial Certificate(s) to the initial purchaser with both such
certificates of registration properly executed, the Initial Certificate(s) shall be deemed duly
certified, registered and delivered by the City.
SECTION 8. 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 1 hereof with principal installments to become due and payable as provided in Section 2
hereof and numbered T -1, or (ii) as multiple fully registered 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 Certificates) ") 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
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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
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9. Forms.
(a) Forms Generally. 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 this Section with such appropriate insertions, omissions, substitutions and other
variations as are permitted or required by this Ordinance and may have such letters, numbers or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including insurance legends in the event the Certificates, or any
maturities thereof, are purchased with insurance) and any reproduction of an opinion of counsel
thereon as may, consistently herewith, be established by the City or determined by the officers
executing such 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.
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(b) 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 2016
Certificate Date: Interest Rate:
January 1, 2016 %
Registered Owner:
Principal Amount:
Stated Maturity: CUSIP NO:
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 August 15, 2016, 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 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
35926076.3/11511431 9
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 $16,450,000 (herein referred to as the "Certificates ") for the purpose of paying
contractual obligations to be incurred for (i) public infrastructure including demolishing
dangerous structures, streets, street improvements, water and wastewater, drainage, curbs,
gutters, sidewalks, entryways, signage, lighting, traffic signalization and other public
improvements thereto and the acquisition of land and rights -of -way therefor, and (ii) professional
services rendered in relation to such projects and financing thereof, under and in strict
conformity with the Constitution and laws of the State of Texas, particularly Texas Local
Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance
adopted by the governing body of the City (herein referred to as the "Ordinance ").
The Certificates maturing on the dates specified below (the "Term Certificates ") are
subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
Term Certificates due February 15, 2041
Redemption Date Principal Amount ($)
August 15, 2039 920,000
August 15, 2040 950,000
February 15, 2041* 580,000
* 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 August 15, 2026, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part, in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity, by lot by the Paying
Agent/Registrar), on February 15, 2026, 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
35926076.3/11511431
10
portion of its 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 said 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, 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
Sanitary 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) 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 conditions upon which the Ordinance may be amended or supplemented with or without the
35926076.3/11511431
11
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.
35926076.3/11511431
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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
COUNTERSIGNED:
City Secretary
(SEAL)
(c) 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
THE STATE OF TEXAS
§
§
§
§
REGISTER NO.
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
(SEAL)
35926076.3/11511431
Comptroller of Public Accounts
of the State of Texas
13
(d) Form of Certificate of Paying Agent/Registrar to Appear on Definitive Certificates
only.
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:
(e) Form of Assignment.
U.S. BANK NATIONAL ASSOCIATION,
Dallas, Texas, as Paying Agent /Registrar
By
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:
Signature guaranteed:
35926076.3/11511431
14
NOTICE: The signature on this assignment
must correspond with the name of the
Registered Owner as it appears on the face
of the within Certificate in every particular.
(f) The Initial Certificate(s) shall be in the form set forth in paragraph (b) of this
Section, except that the heading and first paragraph of the form of a single fully registered Initial
Certificate shall be modified as follows:
REGISTERED REGISTERED
NO. T -1 $16,450,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2016
Certificate Date:
January 1, 2016
Registered Owner: CITIGROUP GLOBAL MARKETS, INC.
Principal Amount: SIXTEEN MILLION FOUR HUNDRED FIFTY THOUSAND DOLLARS
The City of Euless (hereinafter referred to as the "City "), a body corporate and municipal
corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the Registered Owner named above (the "Registered
Owner "), or the registered assigns thereof, on the dates in each of the years and in principal
installments and bearing interest at per annum rates in accordance with the following schedule:
PRINCIPAL INTEREST
MATURITY INSTALLMENTS ($) RATE ( %)
(Information to be inserted from schedule in Section 2 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 August 15, 2016, 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 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
35926076.3/11511431
15
are authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday or day when banking
institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due. All payments of principal of, premium, if
any, and interest on this 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.
SECTION 10. 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.
(b) The term "Certificates" shall mean $16,450,000 "City of Euless, Texas
Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 2016" 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
35926076.3/11511431
16
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.
(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, and (3) "City of Euless, Texas, Tax and
Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 2015 ", dated October 15, 2015.
(j) 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 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 2016 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
said 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
35926076.3/11511431
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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 said Fund will be
available at the proper time or times. All interest and income derived from deposits and
investments in said Certificate Fund shall be credited to, and any losses debited to, the said
Certificate Fund. All such investments shall be sold promptly when necessary to prevent any
default in connection with the Certificates.
The City has sufficient current funds available to pay the interest payment to become
due on the Certificates on August 15, 2016, and there will be deposited in the Certificate Fund
(created for the payment of the Certificates) such amount of current funds which, together with
accrued interest received from the purchaser of the Bonds, will be sufficient to pay the amounts
to become due on the Certificates on August 15, 2016.
SECTION 12. Tax Levy. To provide for the payment of the "Debt Service
Requirements" on the Certificates, being (i) the interest on said 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 said 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 delinquencies and costs of collection; said 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.
35926076.3/11511431
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(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.
SECTION 13. Limited Pledge 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, 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
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 said 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 said 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:
35926076.3/11511431
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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;
Third. To the payment, equally and ratably, of the limited
amounts pledged to the payment of the Certificates and Additional
Obligations, if issued, provided however, at such time as the City shall
pay the Net Revenues pledged to the payment of the Certificates, such
pledge being limited to $1,000, such pledge shall cease; and
Fourth. Equally and ratably, to the payment of the amounts
pledged to the payment of the outstanding Previously Issued Certificates.
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,
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 said powers under the
Constitution and laws of the State of Texas, including said power existing under Texas
Local Government Code, Subchapter C of Chapter 271, as amended, and Texas
Government Code, Chapter 1502, as amended.
35926076.3/11511431
20
(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 Obligations, Covenants and Agreements. 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 Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the 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 have been certified by an independent accounting firm to mature
as to principal and interest in such amounts and at such times as will insure the availability,
without reinvestment, of sufficient money, together with any moneys deposited therewith, if any,
to pay when due the principal of and interest on such Certificates, or the principal amount(s)
thereof, on and prior to the Stated Maturity thereof or, if notice of redemption has been duly
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given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made, the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities 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.
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
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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, Destroyed, 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.
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.
35926076.3/11511431
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"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 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 Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of 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
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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 Higher Yield. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the 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.
(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
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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(0 of the Code and
the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that
no errors are made in the calculations and payments required by
paragraphs (2) and (3) and, if an error is made, to discover and promptly
correct such error within a reasonable amount of time thereafter (and in
all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate
Amount owed to it, interest thereon, and any penalty imposed under
Section 1.148 -3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the 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 Citigroup Global Markets, Inc. (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 plus accrued
35926076.3/11511431
26
interest, if any, and a net cash premium of $99,983, 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
said officials), shall be and is hereby in all respects approved and the Purchaser is hereby
authorized to use and distribute said final Official Statement, dated January 12, 2016, in the
reoffering, sale, and delivery of the Certificates to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Purchaser, and such
final Official Statement in the form and content manually executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchaser.
SECTION 27. Proceeds of Sale. Immediately following the delivery of the Certificates,
the proceeds of sale, less amounts to pay costs of issuance, shall be deposited to the credit of
the construction fund maintained at a depository bank of the City, and the balance of the
proceeds of sale of the Certificates shall be expended to pay costs of issuance. 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 Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"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 2016, financial information and
operating data with respect to the City of the general type included in the Official Statement and
described in Exhibit B hereto, and (2) within 12 months after the end of each fiscal year ending
in or after 2016, 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 B hereto, or such other accounting principles as the City may be required
35926076.3/11511431
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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;
(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; and
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(14) Appointment of a successor or additional trustee or the change of
name of a trustee, if material.
For these purposes, 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.
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.
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 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.
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No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the City, but only if (1) the provisions of this Section, as so amended,
would have permitted an underwriter to purchase or sell 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 Custody 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 pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchaser.
SECTION 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,
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Director of Finance, Assistant Director of Finance, City Secretary, or Bond Counsel to the
District 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.
SECTION 31. Ancillary Bond Contracts. Though such parties may be identified, and the
entry into a particular form of contract may be authorized herein, the City Council hereby
delegates to the City Manager or the Director of Finance of the City the authority to
independently select the counterparty to the Paying Agent/Registrar Agreement, any agreement
with any rating agency, bond insurer, securities depository, or any other contract that is
determined by the City Manager, the Director of Finance, the City's financial advisor, or the
City's bond counsel to be necessary or incidental to the issuance of the Certificates as long as
each of such contracts has a value of less than the amount referenced in Section 2252.908 of
the Texas Government Code (collectively, the "Ancillary Bond Contracts "); and, as necessary,
to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. The City
Council has not participated in the selection of any of the business entities which are
counterparties to the Ancillary Bond Contracts.
SECTION 32. 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, said opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of
said 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.
SECTION 33. 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 said Certificates as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 34. 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 to be and being for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 35. 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.
35926076.3/11511431
31
SECTION 36. Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 37. Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 38. 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 39. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 40. 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 41. Public Meeting. It is officially found, determined and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 42. 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.
35926076.3/11511431
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32
PAYING AGENT /REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of January 12, 2016 (this "Agreement "), by and
between U.S. Bank National Association, a banking association duly organized and existing
under the laws of the United States of America, or its successors (the "Bank ") and the City of
Euless, Texas (the "Issuer "),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Euless, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates
of Obligation, Series 2016" (the "Securities "), dated January 1, 2016, such Securities scheduled
to be delivered to the initial purchasers thereof on or about January 28, 2016; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent /Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
35940992.1/11511431
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date ", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice - Chairman of the Board of Directors, the Chairman or
Vice - Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
35940992.1/11511431 2
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
U.S. Bank National Association
Attention: Bond Operations
60 Livingston Avenue, First Floor
St. Paul, Minnesota 55107
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document). All payments of principal and /or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register ") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
electronic or other means and will be capable at all times of producing a hard copy of the
Security Register at its Dallas office for use by the Issuer. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
35940992.1/11511431 3
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re- registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time._
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up -to -date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
35940992.1/11511431 4
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
35940992.1/11511431 5
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a
facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the
Issuer, the Issuer's financial advisor or other agent as the final closing memorandum or letter.
The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from
the Bank's reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paving Agent AccountlCollateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
35940992.1/11511431 6
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any Toss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements ", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severabilitv. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
35940992.1/11511431 7
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent /Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
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35940992.1/11511431 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Attest:
City Secretary
35940992.1/11511431
U.S. BANK NATIONAL ASSOCIATION
By:
Title:
Address: 13737 Noel Road, Suite 800
Dallas, Texas 75240
CITY OF EULESS, TEXAS
By:
City Manager
Address: 201 North Ector Drive
Euless, Texas 76039
S -1
PAYING AGENT /REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of January 12, 2016 (this "Agreement "), by and
between U.S. Bank National Association, a banking association duly organized and existing
under the laws of the United States of America, or its successors (the "Bank ") and the City of
Euless, Texas (the "Issuer "),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Euless, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates
of Obligation, Series 2016" (the "Securities "), dated January 1, 2016, such Securities scheduled
to be delivered to the initial purchasers thereof on or about January 28, 2016; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent /Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
35940992.1/11511431
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date ", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice - Chairman of the Board of Directors, the Chairman or
Vice - Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
35940992.1/11511431 2
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
U.S. Bank National Association
Attention: Bond Operations
60 Livingston Avenue, First Floor
St. Paul, Minnesota 55107
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document). All payments of principal and /or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register ") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
electronic or other means and will be capable at all times of producing a hard copy of the
Security Register at its Dallas office for use by the Issuer. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
35940992.1/11511431 3
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re- registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent /Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up -to -date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
35940992.1/11511431 4
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
35940992.1/11511431 5
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a
facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the
Issuer, the Issuer's financial advisor or other agent as the final closing memorandum or letter.
The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from
the Bank's reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paving Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
35940992.1/11511431 6
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements ", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severabilitv. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
35940992.1/11511431 7
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[The remainder of this page intentionally left blank.]
35940992.1/11511431 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Attest:
City Secretary
35940992.1/11511431
U.S. BANK NATIONAL ASSOCIATION
By:
Title:
Address: 13737 Noel Road, Suite 800
Dallas, Texas 75240
CITY OF EULESS, TEXAS
By:
City Manager
Address: 201 North Ector Drive
Euless, Texas 76039
S -1
EXHIBIT B
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.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
35926076.3/11511431
B -1
PASSED AND ADOPTED, this January 12, 2016.
ATTEST:
(City Seal)
CITY OF EULESS, TEXAS
OF�EU''�
• •
` *: • •
▪ .A •
:*
APPROVED AS TO FORM: =�9,9 •. Jam` �`�
t,�Cc Cy
City Attorney
35926076.3/11511431
S -1
Star - Telegram
808 Throckmorton St.
FORT WORTH, TX 76102
(817) 390 -7761
Federal Tax ID 26- 2674582
Bill To:
CITY OF EULESS ACCOUNTS PAY
201 N ECTOR DR
EULESS, TX 76039 -3543
Attn: Attn: ACCOUNTS . PAYABLE
INVOICE
So
E 1 UISlTI N
L IAN Q4201B
t }J Eia ►JTE
Customer ID:
Invoice Number:
Invoice Date:
Terms:
Due Date:
PO Number:
Order Number:
Sales Rep:
Description:
CIT09
336297011
12/18/2015
Net due in 21 days
12/31/2015
33629701
073
City of Euless, Texas
Publication Dates:12/11/2015 -121181201
Description
Location Col Depth Linage MU Rate
Amount
City -of Euless, Texas NOTICE 0
Misc Fee
CITY OF Euless, Texas
NOTICE OF INTENTION TO ISSUE
CITY OF EULESS, TEXAS' .TAX AND
REVENUE CERTIFICATES OF OB-
LIGATION, SERIES 2015
TAKE NOTICE that the City Council
of the City of Euless, Texas, shall
convene at 7:00 o'clock P.M. on the
12th day of January 2016, at its
regular meeting place in the City
Hail located at 201 N. Ector Dr.
Euless, Texas, and, during such
meeting, the City Council will
consider the passage of an ordi-
nance authorizing the issuance of
certificates of obligation, in one or
more series, in an amount not to
exceed SIXTEEN MILLION FIVE
HUNDRED EIGHTY -TWO THOU-
SAND ONE HUNDRED SIXTY
DOLLARS ($16,552,160) for the
purpose of paying contractual ob-
ligations to be incurred for (I) public
infrastructure including demolish-
ing dangerous structures, streets,
street improvements, water and
wastewater, drainage, curbs, gut-
ters, sidewalks, entryways, sig-
nage, lighting, traffic signalization
and other public improvements
thereto and the acquisition of land
and rights -of -way therefor, and CID in
relation tol such �projectsd and fi-
nancing thereof; such certificates
to be payable from ad valorem taxes
and a limited pledge of the net
revenues of the City's water and
sewer system. The certificates are
to be issued, and this notice is
given, under and pursuant to the
provisions of Texas Local Govern-
ment Code, Subchapter L of Chapter
271, as amended. Kim Sutter, City
Secretary City of Euless, Texas
THE STA
County of
Before me, a
for the Star -T
did depose aru
BIDS LE(
TVS DAY O.
I3580
45 45 LINE
a
K.;,
A
JAN 04 2O'3
CLFY OF EULESS
A FINANCE DEPT.
Net Amount:
$0.34
$30.60
$5.00
$35.60
DEBORAH JEAN BAYLOR
Notary Public. State of Texas
My Commission Expires
October 29, 2019
anty and State, this dray personat% appeared Christy Safforuf, Bids (9' Legal Coordinator
ietegram, Inc. at Fort Worth, in Tarrant County Texas : and who after being duly sworn,
f advertisement was pufLiished in the above named paper on the fisted dates.
7) 390 -7037 SUBSCRIBED AND SWOR:LTO B`EFO 9lfE,
2015
Thank You For Your Payment
Signed
Remit To: Star- Telegram
P.O. BOX 901051
FORT WORTH, TX 76101 -2051
Customer ID:
Customer Name:
Invoice Number:
Invoice Amount:
PO Number:
Amount Enclosed:
CIT09
CITY OF EULESS ACCOUN
336297011
$35.60
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE
CERTIFICATION
ONLY
OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Citigroup Global Markets Inc.
Dallas, TX United States
Certificate Number:
2016 -2505
Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Euless, TX
01/12/2016
Date Acknowledged:
01/13/2016
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the goods or services to be provided under the contract.
16 -0001
Purchase of Tax and Waterworks and Sewer System (Limited Pledge) Revenue COs, Series 2016
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest (check applicable)
Controlling
Intermediary
Frost Bank
Austin, TX United States
X
Flood, Scott
New York, NY United States
X
Mozer, Peter
New York, NY United States
X
Verron, Cliff
New York, NY United States
X
Mills, William J.
New York, NY United States
X
McGuire, Raymond J.
New York, NY United States
X
Forese, James
New York, NY United States
X
Citigroup Financial Products Inc.
New York, NY United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said
I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
this the day of ,
20 , to certify which, witness my hand and seal
of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission
www.ethics.state.tx.us
Version V1,0.34032