HomeMy WebLinkAbout864 11-05-1985ORDINANCE NO. 864
AN ORDINANCE authorizing the issuance of "City of
Euless, Texas, General Obligation Refunding
Bonds, Series 1985 -A "; specifying the terms
and features of said bonds; levying a
continuing direct annual ad valorem tax for
the payment of said bonds; and resolving
other matters incident and related to the
issuance, sale, payment and delivery of said
Bonds, including the approval and execution
of a Purchase Contract and a Special Escrow
Agreement and the approval and distribution
of an Official Statement; and declaring an
emergency.
WHEREAS, the City Council of the City of Euless, Texas
(the "City ") has heretofore issued, sold, and delivered, and
there is currently outstanding obligations, payable from ad
valorem taxes, totalling in principal amount $9,095,000 of the
following issues or series (collectively hereinafter called the
"Prior Issues "), to wit:
(1) City of Euless, Texas, General Obligation
Bonds, Series 1964, dated September 1, 1964
and now outstanding in the principal amount
of $ 430,000
(2)
City of Euless, Texas, General
Obligation
Bonds, Series 1965, dated July
1, 1965 and
now outstanding in the principal
amount of
455,000
(3)
City of Euless, Texas, Park Bonds,
Series
1965, dated July 1, 1965
and now
outstanding in the principal amount
of
70,000
(4)
City of Euless, Texas, General
Obligation
Bonds, Series 1966, dated July
1, 1966 and
now outstanding in the principal
amount of
400,000
(5)
City of Euless, Texas, General
Obligation
Bonds, Series 1968, dated July 1,
1968 and
now outstanding in the principal
amount of
135,000
(6) City of Euless, Texas, General Obligation
Bonds, Series 1971, dated March 1, 1971 and
now outstanding in the principal amount of 115,000
(7) City of Euless, Texas, General Obligation
Bonds, Series 1973, dated December 1, 1973
and now outstanding in the principal amount
of 1,060,000
(8) City of Euless, Texas, Certificates of
Obligation, Series 1975, dated November 1,
1975 and now outstanding in the principal
amount of 940,000
(9) City of Euless, Texas, General Obligation
Bonds, Series 1979, dated September 1, 1979
and now outstanding in the principal amount
of 900,000
(10) City of Euless, Texas, General Obligation
Bonds, Series 1983, dated May 1, 1983 and
now outstanding in the principal amount of 590,000
(11) City of Euless, Texas, General Obligation
Bonds, Series 1984, dated May 1, 1984 and
now outstanding in the principal amount of 2,500,000
(12) City of Euless, Texas, General Obligation
Bonds, Series 1985, dated May 15, 1985 and
now outstanding in the principal amount of 1,500,000
AND WHEREAS, pursuant to the provisions of Section 7A of
Article 717k, V.A.T.C.S., as amended, the City Council is
authorized to issue refunding bonds and deposit the proceeds of
sale thereof directly with any place of payment for any of the
Prior Issues, and such deposit, when made in accordance with
said statute, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of
the Prior Issues; and
WHEREAS, the City Council hereby finds and determines that
all of the Prior Issues are scheduled to mature, or are subject
to being redeemed, not more than twenty (20) years from the
date of the refunding bonds herein authorized and that the
refunding of the Prior Issues will enable the City to
restructure and consolidate the debt service payment dates for
such indebtedness, improve cash management of the funds
collected for the payment thereof and further result in debt
service savings on such indebtedness; now, therefore,
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS,
TEXAS:
SECTION 1: Authorization - Series Designation- Principal
Amount - Purpose - Issue Date. General obligation refunding
Bonds of the City shall be and are hereby authorized to be
issued in the aggregate principal amount of $7,896,586.45, to
be designated and bear the title "CITY OF EULESS, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985 -A" (hereinafter
referred to as the "Bonds "), for the purpose of providing funds
for the discharge and final payment of certain obligations of
the City (identified in the preamble hereof and referred to as
the "Prior Issues ") and to pay the costs and expenses of
issuance, pursuant to authority conferred by and in conformity
with the Constitution and laws of the State of Texas, including
Article 717k, V.A.T.C.S., as amended. The Bonds shall be dated
November 15, 1985 (the "Issue Date ").
SECTION 2: Fully Registered Interest Paying /Non- Interest
Paying Obligations - Terms. The Bonds shall be issued as
fully registered obligations, without coupons, and as "Current
Interest Paying Bonds" (obligations paying accrued interest to
the holders or owners on and at stated intervals prior to
maturity or redemption) totalling $7,200,000 in principal
amount and as "Capital Appreciation Bonds" (obligations paying
no accrued interest to the holders or owners prior to maturity)
totalling $696,586.45 in original principal amount.
(a) Current Interest Paying Bonds: The Current Interest
Paying Bonds (other than the Initial Bonds referenced in
Section 7 hereof) shall be in denominations of $5,000 or any
integral multiple (within a Stated Maturity) thereof, shall be
lettered "R- " and numbered consecutively from One (1) upward
and shall become due and payable on March 1 in each of the
years and in principal amounts (the "Stated Maturities ") and
bear interest at the rate(s) per annum in accordance with the
following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
1988
$410,000
6.25%
1989
445,000
6.75%
1990
460,000
7.00%
1991
485,000
7.25%
1992
520,000
7.50%
1993
565,000
7.70%
1994
620,000
7.85%
1995
670,000
8.00%
1996
730,000
8.20%
1997
800,000
8.35%
1998
760,000
8.50%
1999
735,000
8.60%
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The Current Interest Paying Bonds shall bear interest on
the unpaid principal amounts from the Issue Date at the rate(s)
per annum shown in the above schedule (calculated on the basis
of a 36-0 -day year of twelve 30 -day months). Interest on the
Current Interest Paying Bonds shall be payable on March 1 and
September 1 in each year, commencing March 1, 1987.
(b) Capital Appreciation Bonds. The Capital Appreciation
Bonds shall each be issued in the Maturity Amount (the
"Accreted Value" [as hereinafter defined) at maturity) of
$5,000, or any integral mulitple thereof within a Stated
Maturity, shall be lettered "CAB- " and numbered consecutively
from One (1) upward, and the Capital Appreciation Bonds shall
be issued in the original principal amounts, which shall accrue
interest compounded semiannually at the compounding rate(s)
stated in the table below, and shall become due and payable on
March 1 in each of the years (the "Stated Maturities ") in the
Maturity Amounts set forth in the following table:
Year of
Original Principal
Maturity
Compounding
Maturity
Amount
Amount
Rate(s)
2000
$192,790.15
$665,000
8.90%
2001
149,277.30
570,000
9.00%
2002
129,866.00
550,000
9.10%
2003
117,837.50
550,000
9.15%
2004
106,815.50
550,000
9.20°%
Interest on the Capital Appreciation Bonds shall accrue
from the date of delivery of the Bonds to the initial
purchasers (December 12, 1985), and be compounded semiannually
on March 1 and September 1 in each year, commencing March 1,
1986, until the Stated Maturity therefor. The accrued interest
on Capital Appreciation Bonds shall be payable at maturity as a
portion of the Maturity Amount.
The term "Accreted value ", as used herein with respect to
Capital Appreciation Bonds, shall mean the original principal
amount of a Capital Appreciation Bond with interest thereon
compounded semiannually to March 1 or September 1, as the case
may be, next preceding the date of such calculation (or the
date of calculation, if such calculation is made on March 1 or
September 1), at the compounding rate stated therefor to
maturity. For any day other than a March 1 or September 1, the
Accreted Value of a Capital Appreciation Bond shall be
determined by a straight line interpolation between the values
for the applicable semiannual compounding dates (based on
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30 -day months). Schedule I, attached to the Official Statement
referred to in Section 14 hereof, sets forth the Accreted Value
of Capital Appreciation Bonds (per $5,000 Accreted Value at
maturity) as of each March 1 and September 1.
SECTION 3: Terms of Payment - Paying Agent /Registrar.
The principal of, premium, if any, and the interest on the
Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or
holders of the Bonds (hereinafter called the "Holders ")
appearing on the registration and transfer books (the "Security
Register ") maintained by the Paying Agent /Registrar and the
payment thereof shall be in any coin or currency of the United
States of America, which at the time of payment is legal tender
for the payment of public and private debts, and shall be
without exchange or collection charges to the Holders.
The selection and appointment of Texas American Bank /Fort
Worth, N.A., Fort Worth, Texas, to serve as Paying
Agent /Registrar for the Bonds is hereby approved and
confirmed. The City covenants to maintain and provide a Paying
Agent /Registrar at all times until the Bonds are paid and
discharged, and any successor Paying Agent /Registrar shall be a
bank, trust company, financial institution or other entity
qualified and authorized to serve in such capacity and perform
the duties and services of Paying Agent /Registrar. Upon any
change in the Paying Agent /Registrar for the Bonds, the City
agrees to promptly cause a written notice thereof to be sent to
each Holder by United States Mail, first class postage prepaid,
which notice shall also give the address of the new Payina_
Agent /Registrar.
Principal of and premium, if any, on the Bonds shall be
payable at the Stated Maturities or upon earlier redemption
thereof, only upon presentation and surrender of the Bonds to
the Paying Agent /Registrar at its principal office. Interest
accrued on a Capital Appreciation Bond shall be payable at its
Stated Maturity as a portion of the Accreted Value or Maturity
Amount thereof. Interest on a Current Interest Paying Bond
shall be paid to the Holder whose name appears in the Security
Register at the close of business on the Record Date (the 15th
day of the month next preceding each interest payment date) and
shall be paid by the Paying Agent /Registrar (i) by check sent
United States Mail, first class postage prepaid, to the address
of the Holder recorded in the Security Register or (ii) by such
other method, acceptable to the Paying Agent /Registrar,
requested by, and at the risk and expense of, the Holder. If
the date for the payment of the principal of or interest on the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day on
which banking institutions in the City where the Paying
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Agent /Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
In the event of a nonpayment of interest on a scheduled
payment date on the Current Interest Paying Bonds, 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 interest due and payable (which shall be 15 days
after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each
Holder of the Current Interest Paying Bonds appearing on the
Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
SECTION 4: Redemption. (a) Optional Redemption. The
Current Interest Paying Bonds having Stated Maturities on and
between March 1, 1997 and March 1, 1999, 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 March 1, 1996 or on any date
thereafter at the redemption price of par plus accrued interest
to the date of redemption. The Capital Appreciation Bonds
shall not be subject to redemption or prepayment.
(b) Exercise of Redemption Option. At least forty -five
(45) days prior to a redemption date for the Current Interest
Paying Bonds (unless a shorter notification period shall be
satisfactory to the Paying Agent /Registrar), the City shall
notify the Paying Agent /Registrar of the decision to redeem
Current Interest Paying Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date of redemption
therefor. The decision of the City to exercise the right to
redeem Current Interest Paying Bonds shall be entered in the
minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all
Outstanding Current Interest Paying Bonds of the same Stated
Maturity are to be redeemed on a redemption date, the Paying
Agent/ Registrar shall treat such Bonds as representing the
number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bonds by $5,000 and shall select the
Current Interest Paying Bonds to be redeemed within such Stated
Maturity by lot.
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(d) Notice of Redemption. Not less than thirty (30) days
prior to a redemption date for the Current Interest Paying
Bonds, a notice of redemption shall be sent by United States
Mail, first class postage prepaid, in the name of the City and
at the City's expense, to each Holder of a Bond to be redeemed
in whole or in part at the address of the Holder appearing on
the Security Register at the close of business on the business
day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed
to have been duly given irrespective of whether received by the
Holder.
All notices of redemption shall (i) specify the date of
redemption for the Bonds, (ii) identify the Bonds to be
redeemed and, in the case of a partial redemption of a Stated
Maturity, the principal amount to be redeemed, (iii) state the
redemption price, (iv) state that the Bonds, or the portion of
the principal amount to be redeemed, shall become due and
payable on the redemption date specified, and (v) specify that
payment of the redemption price for the Bonds, or the principal
amount to be redeemed, shall be made at the principal office of
the Paying Agent /Registrar only upon presentation and surrender
of the Bonds called for redemption by the Holder. If a Bond is
subject by its terms to prior redemption and has been called
for redemption and notice of redemption has been duly given as
hereinabove provided, such Bond (or the principal amount 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 to pay the then applicable
redemption price are held for the purpose of such redemption by
the Paying Agent /Registrar.
SECTION 5: Registration - Transfer- Exchange of Bonds -
Predecessor Bonds. A Security Register relating to the
registration, payment, and transfer or exchange of the Bonds
shall at all times be kept and maintained by the City at the
principal office of the Paying Agent /Registrar, as provided
herein and in accordance with the provisions of an agreement
with the Paying Agent /Registrar and such rules and regulations
as the Paying Agent /Registrar and the City may prescribe. The
Paying Agent /Registrar shall obtain, record, and maintain in
the Security Register the name and address of each and every
owner of the Bonds issued under and pursuant to the provisions
of this Ordinance, or if appropriate, the nominee thereof. Any
Bond may be transferred or exchanged for Bonds of like kind
(Current Interest Paying Bonds or Capital Appreciation Bonds)
and in authorized denominations by the Holder, in person or by
his duly authorized agent, upon surrender of such Bond 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 Bond (other than the Initial Bonds
authorized in Section 7 hereof) for transfer at the principal
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 Bonds of
authorized denominations and having the same Stated Maturity
and of a like aggregate principal amount as the Bond or Bonds
surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial
Bonds authorized in Section 7 hereof) may be exchanged for
other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount (with respect to Current Interest
Paying Bonds) or Maturity Amount (with respect to Capital
Appreciation Bonds) as the Bonds surrendered for exchange, upon
surrender of the Bonds to be exchanged at the principal office
of the Paying Agent/ Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent /Registrar shall
register and deliver new Bonds to the Holder requesting the
exchange.
All Bonds issued in any transfer or exchange of Bonds
shall be delivered to the Holders at the principal office of
the Paying Agent /Registrar or sent by United States Mail, first
class, postage prepaid to the Holders, and, upon the
registration and delivery thereof, the same shall be the valid
obligations of the City, evidencing the same obligation to pay,
and entitled to the same benefits under this Ordinance, as the
Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this
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.
Bonds cancelled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be
"Predecessor Bonds," evidencing all or a portion, as the case
may be, of the same obligation to pay evidenced by the new Bond
or Bonds registered and delivered in the exchange or transfer
therefor. Additionally, the term "Predecessor Bonds" shall
include any mutilated, lost, destroyed, or stolen Bond for
which a replacement Bond has been issued, registered and
delivered in lieu thereof pursuant to the provisions of
Section 10 hereof and such new replacement Bond shall be deemed
to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
=a
Neither the City nor the Paying Agent/ Registrar shall be
required to issue or transfer to an assignee of a Holder any
Current Interest Paying Bond called for redemption, in whole or
in part, within 45 days of the date fixed for the redemption of
such Bond; provided, however, such limitation on
transferability shall not be applicable to an exchange by the
Holder of the unredeemed balance of a Current Interest Paying
Bond called for redemption in part.
SECTION 6: Execution - Registration. The Bonds shall
be executed on behalf of the City by the Mayor under its seal
reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who are or were the proper officers
of the City on the Issue Date shall be deemed to be duly
executed on behalf of the City, notwithstanding that such
individuals or either of them shall cease to hold such offices
at the time of delivery of the Bonds to the initial
purchaser(s) and with respect to Bonds delivered in subsequent
exchanges and transfers, all as authorized and provided in the
Bond Procedures Act of 1981, as amended.
No Bond shall be entitled to any right or benefit under
this Ordinance, or be valid or obligatory for any purpose,
unless there appears on such Bond either a certificate of
registration substantially in the form provided in Section 8C,
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 8D, manually executed by an authorized officer,
employee or representative of the Paying Agent /Registrar, and
either such certificate duly signed upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has
been duly certified, registered and delivered.
SECTION 7: Initial Bonds. The Bonds herein authorized
shall be initially issued as two (2) fully registered bonds,
being (i) a single fully registered Current Interest Paying
Bond in the aggregate principal amount of $7,200,000 with
principal installments to become due and payable as provided in
Section 2(a) hereof and numbered TR -1 and (ii) a single fully
registered Capital Appreciation Bond in the aggregate Maturity
Amount of $2,885,000 with installments of such Maturity Amount
to become due and payable as provided in Section 2(b) hereof
and numbered TCAB -1, (hereinafter called the "Initial Bonds")
and the Initial Bonds shall be registered in the name of the
initial purchaser(s) or the designee thereof. The Initial
Bonds shall be the Bonds submitted to the Office of the
Attorney General of the State of Texas for approval, certified
and registered by the Office of the Comptroller of Public
Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial
Bonds, the Paying Agent /Registrar, pursuant to written
instructions from the initial purchaser(s) , or the designee
thereof, shall cancel the Initial Bonds delivered hereunder and
exchange therefor definitive Bonds of like kind and of
authorized denominations, Stated Maturities, principal amounts
(with respect to Current Interest Payment Bonds) or Maturity
Amounts (with respect to the Capital Appreciation Bonds) and
bearing applicable interest or compounding 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 8: Forms. A. Forms Generally. The Bonds,
the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Registration Certificate of
Paying Agent /Registrar, and the form of Assignment to be
printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate
insertions, omissions, substitutions, and other variations as
are permitted or required by this Ordinance and may have such
letters, numbers, or other marks of identification (including
identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any
reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the City or determined
by the officers executing such Bonds as evidenced by their
execution. Any portion of the text of any Bonds may be set
forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds shall be
engraved or produced in any other
determined by the officers executing
their execution, but the Initial
Attorney General of Texas may be tyg
otherwise reproduced.
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printed, lithographed, or
similar manner, all as
such Bonds as evidenced by
Bonds submitted to the
ewritten or photocopied or
B. Form of Definitive Bonds.
[Current Interest Paying Bonds]
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS, GENERAL OBLIGATION
REFUNDING BOND, SERIES 1985 -A
Issue Date:
November 15, 1985
Registered Owner:
Interest Rate: Stated Maturity: CUSIP NO:
Principal Amount: DOLLARS
The City of Euless (hereinafter referred to as the
,,City "), a body corporate and political subdivision in the
County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to
the order of the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date
specified above the Principal Amount hereinabove stated (or so
much thereof as shall not have been paid upon prior redemption)
and to pay interest on the unpaid principal amount hereof from
November 15, 1985 at the per annum rate of interest specified
above computed on the basis of a 360 -day year of twelve 30 -day
months; such interest being payable on March 1 and September 1
in each year, commencing March 1, 1987. Principal of this Bond
is payable at its Stated Maturity or redemption to the
registered owner hereof, upon presentation and surrender, at
the principal office of the Paying Agent /Registrar executing
the registration certificate appearing hereon, or its
successor. Interest is payable to the registered owner of this
Bond (or one or more Predecessor Bonds, as defined in the
Ordinance hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent /Registrar at
the close of business on the "Record Date ", which is the
15th day of the month next preceding each interest payment
date, and interest shall be paid by the Paying Agent /Registrar
by check sent United States Mail, first class postage prepaid,
to the address of the registered owner recorded in the Security
Register or by such other method, acceptable to the Paying
Agent /Registrar, requested by, and at the risk and expense of,
the registered owner. All payments of principal of, premium,
if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or
currency of the United States of America which at the time of
payment is legal tender for the payment of public and private
debts.
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This Bond is one of the series specified in its title
issued in the aggregate principal amount of $7,896,586.45
(herein referred to as the "Bonds ") for the purpose of
providing funds for the discharge and final payment of certain
obligations of the City and to pay costs and expenses of
issuance, under and in strict conformity with the Constitution
and laws of the State of Texas, including Article 717k,
V.A.T.C.S., as amended, and pursuant to an Ordinance adopted by
the City Council of the City (herein referred to as the
"Ordinance "). The Bonds are issued in part as "Current
Interest Paying Bonds ", which total in principal amount
$7,200,000 and pay accrued interest at stated intervals to
registered owners and in part as "Capital Appreciation Bonds ",
which total in original principal amount $696,586.45 and pay no
accrued interest prior to their Stated Maturities.
The Bonds maturing on and between March 1, 1997 and
March 1, 1999, 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 March 1, 1996, or on any date thereafter,
at the redemption price of par, together with accrued interest
to the date of redemption and upon 30 days prior written notice
being sent by United States Mail, first class postage prepaid,
to the registered owners of the Bonds to be redeemed, and
subject to the terms and provisions relating thereto contained
in the Ordinance. If this Bond shall have been duly called for
redemption in whole or in part and notice of such redemption
duly given, then upon such redemption date this Bond (or the
portion of the principal sum to be redeemed) shall become due
and payable, and interest thereon shall cease to accrue from
and after the redemption date therefor, provided moneys for the
payment of the redemption price are held for the purpose of
such redemption by the Paying Agent /Registrar.
In the event of a partial redemption of the principal
amount of this Bond, payment of the redemption price shall be
made to the registered owner only upon presentation and
surrender of this Bond to the Paying Agent /Registrar at its
principal office and there shall be issued, without charge
therefor to the registered owner hereof, one or more new Bonds
of like maturity and interest rate in any authorized
denominations provided by the Ordinance for the then unredeemed
balance of the principal sum. If this Bond is selected for
redemption, in whole or in part, the City and the Paying
Agent /Registrar shall not be required to transfer this Bond to
an assignee of the registered owner within 45 days of the
redemption date therefor; provided, however, such limitation on
transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance hereof in the event
of its redemption in part.
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The Bonds are payable from the proceeds of an ad valorem
tax levied, within the limitations prescribed by law, upon all
taxable property in the City. Reference is hereby made to the
Ordinance, a copy of which is on file in the principal office
of the Paying Agent /Registrar, and to all of the provisions of
which the owner or holder of this Bond by the acceptance hereof
hereby assents, for definitions of terms; the description of
and the nature and extent of the tax levied for the payment of
the Bonds; the terms and conditions relating to the transfer or
exchange of this Bond; the conditions upon which the Ordinance
may be amended or supplemented with or without the consent of
the Holders; the rights, duties, and obligations of the City
and the Paying Agent /Registrar; the terms and provisions upon
which this Bond may be discharged at or prior to its maturity
or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained
therein. Capitalized terms used herein have the meanings
assigned in the Ordinance.
This Bond, subject to certain limitations contained in the
Ordinance, may be transferred on the Security Register only
upon its presentation and surrender at the principal office of
the Paying Agent /Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Paying Agent /Registrar duly
executed by, the registered owner hereof, or his duly
authorized agent. When a transfer on the Security Register
occurs, one or more new fully registered Bonds of the same
Stated Maturity, of authorized denominations, bearing the same
rate of interest, and of the same aggregate principal amount
will be issued by the Paying Agent /Registrar to the designated
transferee or transferees.
The City and the Paying Agent /Registrar, and any agent of
either, shall treat the registered owner whose name appears on
the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of
surrender of this Bond as the owner entitled to payment of
principal at the Stated Maturity or redemption, in whole or in
part, hereof 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 Current Interest Paying Bond on a scheduled payment date
and for thirty (30) days thereafter, a new record date for such
interest payment (a "Special Record Date ") will be established
by the Paying Agent /Registrar, if and when funds for the
payment of such interest have been received from the City.
Notice of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be 15 days after the
-13-
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 of a
Current Interest Paying Bond appearing on the Security Register
at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared
that the City is a body corporate and political subdivision
duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance
of the Bonds is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent
to and in the issuance of the Bonds to render the same lawful
and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form
and manner as required by the Constitution and laws of the
State of Texas, and the Ordinance; that the Bonds do not exceed
any Constitutional or statutory limitation; and that due
provision has been made for the payment of the principal of and
interest on the Bonds by the levy of a tax as aforestated. In
case any provision in this Bond shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and
the Ordinance shall be construed in accordance with and shall
be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has
caused this Bond to be duly executed under the official seal of
the City as of the Issue Date.
CITY OF EULESS, TEXAS
COUNTERSIGNED: Mayor
City Secretary
(SEAL)
-14-
[Capital Appreciation Bonds]
REGISTERED
NO. CAB-
REGISTERED
MATURITY AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS, GENERAL OBLIGATION
REFUNDING BOND, SERIES 1985 -A
Issue Date: Compounding Rate: Stated Maturity CUSIP NO:
November 15, 1985
Registered Owner:
Maturity Amount: DOLLARS
The City of Euless (hereinafter referred to as the
"City "), a body corporate and political subdivision in the
County of Tarrant, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to
the order of the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date
specified above, without right of prior redemption or
prepayment, the Maturity Amount stated above, representing the
original principal amount hereof and accrued and compounded
interest thereon. Interest accrues on the original principal
amount hereof from December 12, 1985 and will compound at the
compounding rate shown above semiannually on March 1 and
September 1 in each year, commencing March 1, 1986. A table of
the "Accreted Values" per $5,000 principal and interest payable
at maturity on the dates shown therein is printed on the
reserve side of this Bond. For any date other than February 1
or August 1, the Accreted Value of this Bond shall be
determined by a straight line interpolation between the values
for the applicable semiannual compounding dates (based on
30 -day months).
The Maturity Amount or Accreted Value of this Bond is
payable at its Stated Maturity to the registered owner hereof,
upon presentation and surrender, at the principal office of the
Paying Agent /Registrar executing the registration certificate
appearing hereon, or its successor. Payments of principal of,
premium, if any, and accrued and compounded interest on this
Bond shall be without exchange or collection charges to the
owner hereof and in any coin or currency of the United States
of America which at the time of payment is legal tender for the
payment of public and private debts.
-15-
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $7,896,586.45
(herein referred to as the "Bonds ") for the purpose of
providing funds for the discharge and final payment of certain
obligations of the City and to pay costs and expenses of
issuance, under and in strict conformity with the Constitution
and laws of the State of Texas, including Article 717k,
v.A.T.C.S., as amended, and pursuant to an Ordinance adopted by
the City Council of the City (herein referred to as the
"Ordinance "). The Bonds are issued in part as "Current
Interest Paying Bonds ", which total in principal amount
$7,200,000 and pay accrued interest at stated intervals to the
registered owners and in part as "Capital Appreciation Bonds ",
which total in original principal amount $696,586.45 and pay no
accrued interest prior to their Stated Maturities.
The Bonds are payable from the proceeds of an ad valorem
tax levied, within the limitations prescribed by law, upon all
taxable property in the City. Reference is hereby made to the
Ordinance, a copy of which is on file in the principal office
of the Paying Agent /Registrar, and to all of the provisions of
which the owner or holder of this Bond by the acceptance hereof
hereby assents, for definitions of terms; the description of
and the nature and extent of the tax levied for the payment of
the Bonds; the terms and conditions relating to the transfer or
exchange of this Bond; the conditions upon which the Ordinance
may be amended or supplemented with or without the consent of
the Holders; the rights, duties, and obligations of the City
and the Paying Agent /Registrar; the terms and provisions upon
which this Bond may be discharged at or prior to its maturity
and deemed to be no longer Outstanding thereunder; and for
other terms and provisions contained therein. Capitalized
terms used herein have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the
Ordinance, may be transferred on the Security Register only
upon its presentation and surrender at the principal office of
the Paying Agent /Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Paying Agent /Registrar duly
executed by, the registered owner hereof, or his duly
authorized agent. When a transfer on the Security Register
occurs, one or more new fully registered Bonds of the same
Stated Maturity, of authorized denominations, accruing interest
at the same rate, and of the same aggregate Maturity Amount
will be issued by the Paying Agent /Registrar to the designated
transferee or transferees.
-16-
The City and the Paying Agent /Registrar, and any agent of
either, shall treat the registered owner whose name appears on
the Security Register (i) on the date of surrender of this Bond
as the owner entitled to payment of the Maturity Amount at its
Stated Maturity and (ii) 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.
It is hereby certified, recited, represented and declared
that the City is a body corporate and political subdivision
duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance
of the Bonds is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent
to and in the issuance of the Bonds to render the same lawful
and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form
and manner as required by the Constitution and laws of the
State of Texas, and the Ordinance; that the Bonds do not exceed
any Constitutional or statutory limitation; and that due
provision has been made for the payment of the principal of and
interest on the Bonds by the levy of a tax as aforestated. In
case any provision in this Bond shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and
the Ordinance shall be construed in accordance with and shall
be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has
caused this Bond to be duly executed under the official seal of
the City as of the Issue Date.
CITY OF EULESS, TEXAS
COUNTERSIGNED: Mayor
City Secretary
(SEAL)
NOTE TO PRINTER: Print the "Table of Accreted Values" on reserve
side of Bonds as called for in paragraph one
-17-
C. *Form of Registration Certificate of Comptroll
of Public Accounts to appear on Initial Bonds onl
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
( REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined,
certified as to validity and approved by the Attorney General
of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office
this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
D. Form of Certificate of Paying Agent /Registrar to
appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Bond has been duly issued and registered under the
provisions of the within- mentioned Ordinance; the bond or bonds
of the above entitled and designated series originally
delivered having been approved by the Attorney General of the
State of Texas and registered by the Comptroller of Public
Accounts, as shown by the records of the Paying Agent /Registrar.
Registration Date:
TEXAS AMERICAN BANK /FORT WORTH, N.A.
Fort Worth, Texas,
as Paying Agent /Registrar
7
Authorized Signature
*NOTE TO PRINTER: Do Not Print on Definitive Bonds
-18-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name,
address, and zip code of transferee:) .....................
............................. ...............................
(Social Security or other identifying number: .............
................) the within Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints ...........
............................. ...............................
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
Section, except as follows:
(1) [Form of Current Interest Paying Initial Bond]
Heading and paragraph one shall be amended to read as follows:
NO. TR -1
UNITED STATES
STATE OF
CITY OF EULESS, TEXAS,
REFUNDING BOND,
Issue Date:
November 15, 1985
Registered Owner:
Principal Amount:
-19-
OF AMERICA
TEXAS
GENERAL OBLIGATION
SERIES 1985 -A
CUSIP NO:
DOLLARS
NOTICE:
The signature on
this
Signature guaranteed:
assignment
must correspond with
the name
of the registered owner
.....................:....
as it appears
on the face of the
within Bond
in every particular.
F. The Initial
Bonds for the
Current Interest Paying
Bonds and the Capital
Appreciation
Bonds shall be in
the
respective forms set
forth therefor
in paragraph B of
this
Section, except as follows:
(1) [Form of Current Interest Paying Initial Bond]
Heading and paragraph one shall be amended to read as follows:
NO. TR -1
UNITED STATES
STATE OF
CITY OF EULESS, TEXAS,
REFUNDING BOND,
Issue Date:
November 15, 1985
Registered Owner:
Principal Amount:
-19-
OF AMERICA
TEXAS
GENERAL OBLIGATION
SERIES 1985 -A
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 order of the Registered Owner named above, or the
registered assigns thereof, the Principal Amount hereinabove
stated on March 1 in each of the years and in principal
installments in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much principal thereof as shall not have been prepaid
prior to maturity) and to pay interest on the unpaid Principal
Amount hereof from November 15, 1985 at the per annum rates of
interest specified above computed on the basis of a 360 -day
year of twelve 30 -day months; such interest being payable
on March 1 and September 1 in each year, commencing March 1,
1987. Principal installments of this Bond are payable in the
year of maturity or on a prepayment date to the registered
owner hereof, upon its presentation and surrender, at the
principal office of Texas American Bank /Fort Worth, N.A., Fort
Worth, Texas (the "Paying Agent /Registrar "). Interest is
payable to the registered owner of this Bond whose name appears
on the "Security Register" maintained by the Paying
Agent /Registrar at the close of business on the "Record Date ",
which is the 15th day of the month next preceding each interest
payment date, and interest shall be paid by the Paying
Agent /Registrar by check sent United States Mail, first class
postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method,
acceptable to the Paying Agent /Registrar, requested by, and at
the risk and expense of, the registered owner. All payments of
principal of, premium, if any, and interest on this Bond shall
be without exchange or collection charges to the owner hereor
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.
-20-
(2) [Form of Capital Appreciation Initial Bond]
Heading and first two paragraphs shall be amended to read as
follows:
REGISTERED MATURITY AMOUNT
NO. TCAB -1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS, GENERAL OBLIGATION
REFUNDING BOND, SERIES 1985 -A
Issue Date:
November 15, 1985
Registered Owner:
Maturity Amount:
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 order of the Registered Owner named above, or the
registered assigns thereof, the aggregate Maturity Amount
stated above on March 1 in each of the years and in
installments in accordance with the following schedule:
Year of
Maturity
Original Principal
Amount
Maturity Compounding
Amount Rate(s)
(Information to be inserted from
schedule in Section 2 hereof).
(without right of prepayment prior to maturity), such Maturity
Amounts representing the original principal amounts shown above
and accrued and compounded interest thereon at the respective
compounding rate(s) shown therefor. Interest accrues on the
original principal amounts hereof from December 12, 1985 and
will compound at the compounding rates shown above semiannually
on March 1 and September 1 in each year, commencing March 1,
-21-
1986. A table of the "Accreted Values" per $5,000 principal
and interest payable at maturity on the dates shown therein is
attached to this Bond. For any date other than March 1 or
September 1, the Accreted Value of this Bond shall be
determined by a straight line interpolation between the values
for the applicable semiannual compounding dates (based on
30 -day months).
The installments of Maturity Amounts or Accreted Value of
this Bond are payable in the year of maturity to the registered
owner hereof, without exchange or collection charges, upon its
presentation and surrender, at the principal office of Texas
American Bank /Fort Worth, N.A., Fort Worth, Texas (the "Paying
Agent /Registrar "), and shall be payable 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 9: Levy of Taxes. To provide for the payment
of the "Debt Service Requirements" of the Bonds, being (i) the
interest on the Bonds and (ii) a sinking fund for the payment
of principal thereof at maturity or a sinking fund of 2%
(whichever amount is the greater), there is hereby levied, and
there shall be annually assessed and collected in due time,
form, and manner, a tax on all taxable property in the City,
within the limitations prescribed by law, and such tax hereby
levied on each one hundred dollars' valuation of taxable
property in the City for the Debt Service Requirements of the
Bonds shall be at a rate from year to year as will be ample and
sufficient to provide funds each year to pay the principal of
and interest on said Bonds while Outstanding; full allowance
being made for delinquencies and costs of collection; separate
books and records relating to the receipt and disbursement of
taxes levied, assessed and collected for and on account of the
Bonds shall be kept and maintained by the City at all times
while the Bonds are Outstanding, and the taxes collected for
the payment of the Debt Service Requirements on the Bonds shall
be deposited to the credit of a "Special 1985 -A Refunding Bond
Account" (the "Interest and Sinking Fund ") maintained on the
records of the City and deposited in a special fund maintained
at an official depository of the City's funds; and such tax
hereby levied, and to be assessed and collected annually, is
hereby pledged to the payment of the Bonds.
Proper officers of the City are hereby authorized and
directed to cause to be transferred to the Paying Agent/
Registrar for the Bonds, from funds on deposit in the Interest
and Sinking Fund, amounts sufficient to fully pay and discharge
promptly each installment of interest and principal of the
-22-
Bonds as the same shall become payable or matures or comes due
by reason of redemption prior to maturity; such transfers of
funds to be made in such manner as will cause collected funds
to be deposited with the Paying Agent /Registrar on or before
each principal and interest payment date for the Bonds.
SECTION 10: Mutilated- Destroyed -Lost and Stolen Bonds.
In case any Bond shall be mutilated, or destroyed, lost or
stolen, the Paying Agent /Registrar, subject to City approval
and in its discretion, may execute and deliver a replacement
Bond of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange
and substitution for such mutilated Bond, or in lieu of and in
substitution for such destroyed, lost or stolen Bond, only upon
(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 Bond,
and of the authenticity of the ownership thereof and (ii) the
furnishing to the Paying Agent /Registrar of indemnification in
an amount satisfactory to hold the City and the Paying
Agent /Registrar harmless. All expenses and charges associated
with such indemnity and with the preparation, execution and
delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section
shall be a valid and binding obligation, and shall be entitled
to all the benefits of this Ordinance equally and ratably with
all other Outstanding Bonds; notwithstanding the enforceability
of payment by anyone of the destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement and payment of mutilated,
destroyed, lost or stolen Bonds.
SECTION 11: Satisfaction of Obligation of City. If the
City shall pay or cause to be paid, or there shall otherwise be
paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner
stipulated in this Ordinance, then the pledge of taxes levied
under this Ordinance and all covenants, agreements, and other
obligations of the City to the Holders shall thereupon cease,
terminate, and be discharged and satisfied.
Bonds or any principal amount(s) (with respect to Current
Interest Paying Bonds) and Maturity Amounts (with respect to
Capital Appreciation Bonds) shall be deemed to have been paid
within the meaning and with the effect expressed above in this
Section when (i) money sufficient to pay in full such Bonds at
-23-
maturity, together with all interest due thereon, shall have
been irrevocably deposited with and held in trust by the Paying
Agent /Registrar, or an authorized escrow agent, or
(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 Bonds on and prior to the Stated
Maturities thereof or (if notice of redemption has been duly
given or waived or if irrevocable arrangements therefor
acceptable to the Paying Agent/ Registrar have been made) the
redemption date thereof. The City covenants that no deposit of
moneys or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds
to be treated as "arbitrage bonds" within the meaning of
Section 103(c) of the Internal Revenue Code of 1954, 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 in excess of
the amount required for the payment of the Bonds 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 Bonds and remaining unclaimed for a period
of tour (4) years after the Stated Maturity, or applicable
redemption date, of the Bonds such moneys were deposited and
are held in trust to pay shall upon the request of the City be
remitted to the City against a written receipt therefor.
The term "Government Securities ", as used herein, means
direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United
States of America, which are non - callable prior to the
respective Stated Maturities of the Bonds and may be United
States Treasury Obligations such as the State and LGcal
Government Series and may be in book -entry form.
SECTION 12: Ordinance a Contract - Amendments - Outs`andin
Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, be binding on the City, and shall
not be amended or repealed by the City so long as any Bond
remains Outstanding except as permitted in this Section. The
City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any
manner not detrimental to the interests of the Holders,
- 2 4 -
including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the
consent of Holders who own in the aggregate 510 of the
principal amount (with respect to Current Interest Paying
Bonds) and Maturity Amount (with respect to Capital
Appreciation Bonds) of the Bonds then Outstanding, amend, add
to, or rescind any of the provisions of this Ordinance;
provided that, without the consent of all Holders of
Outstanding Bonds, no such amendment, addition, or rescission
shall (1) extend the time or times of payment of the principal
of, premium, if any, and interest on the Bonds, reduce the
principal amount or Maturity Amount, as the case may be,
thereof, the redemption price therefor, or the rate of interest
thereon, or in any other way modify the terms of payment of the
principal of, premium, if any, or interest on the Bonds,
(2) give any preference to any Bond over any other Bond, or
(3) reduce the aggregate principal amount or Maturity Amount,
as the case may be, of Bonds required to be held by Holders for
consent to any such amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with
respect to Bonds means, as of the date of determination, all
Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying
Agent /Registrar or delivered to the Paying
Agent /Registrar for cancellation;
(2) those Bonds deemed to be duly paid by
the City in accordance with the provisions of
Section 11 hereof by the irrevocable deposit with
the Paying Agent /Registrar, or an authorized
escrow agent, of money or Government Securities,
or both, in the amount necessary to fully pay the
principal of, premium, if any, and interest
thereon to maturity or redemption, as the case may
be, provided that, if such Bonds are to be
redeemed, notice of redemption thereof shall have
been duly given pursuant to this Ordinance or
irrevocably provided to be given to the
satisfaction of the Paying Agent /Registrar, or
waived; and
(3) those mutilated, destroyed, lost, or
stolen Bonds which have been replaced with Bonds
registered and delivered in lieu thereof as
provided in Section 10 hereof.
-15-
SECTION 13: No- Arbitrage Certification. The City
certifies that based on facts, estimates, and circumstances
expected, to exist on the date of the issue of the Bonds it is
not reasonable to anticipate that the proceeds thereof will be
used in a manner which would cause them to be "arbitrage bonds"
within the meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended, or regulations thereunder applicable
thereto, and the City covenants not to make any use of the
proceeds of the Bonds or investment income therefrom which
would cause the Bonds to become "arbitrage bonds" within the
meaning of Section 103(c) of such Code. The covenants herein
made and the certifications herein authorized are for the
benefit of the holders from time to time of said Bonds and may
be relied upon by said holders and bond counsel for the City.
SECTION 14: Sale of Bonds - Official Statement Approval.
The Bonds authorized by this Ordinance are hereby sold by the
City to MBank Capital Markets and others (herein referred to
collectively as the "Purchasers ") in accordance with the
Purchase Contract, dated November 5, 1985, attached hereto as
Exhibit A and incorporated herein by reference as a part of
this Ordinance for all purposes. The Mayor is hereby
authorized and directed to execute said Purchase Contract for
and on behalf of the City and as the act and deed of this
Council, and in regard to the approval and execution of the
Purchase Contract, the Council hereby finds, determines and
declares that the representations, warranties and agreements of
the City (contained in paragraph 6 thereof) are true and
correct in all material respects and shall be honored and
performed by the City.
Furthermore, the use of the Preliminary Official
Statement, dated October 25, 1985, by the Purchasers in
connection with the public offering and sale of the Bonds is
hereby ratified, confirmed and approved in all respects. The
final Official Statement, being a modification and amendment of
the Preliminary Official Statement to reflect the terms of
sale, attached as Exhibit A to the Purchase Contract (together
with such changes approved by the Mayor, City Manager, City
Attorney or Director of Finance, any one or more of said
officials), shall be and is hereby in all respects approved and
the Purchasers are hereby authorized to use and distribute said
final Official Statement in the reoffering, sale and delivery
of the Bonds to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver
for and on behalf of the City copies of said Preliminary
Official Statement and Official Statement in final form as may
be required by the Purchasers, and such final Official
Statement in the form and content manually executed by said
officials shall be deemed to be approved by the City Council
and constitute the Official Statement authorized for
distribution and use by the Purchasers.
-26-
SECTION 15: Special Escrow Agreement Approval and
Execution. The "Special Escrow Agreement" (the "Agreement ") by
and between the City and Texas American Bank /Fort Worth, N.A.,
Fort Worth, Texas, (the "Escrow Agent "), attached hereto as
Exhibit B and incorporated herein by reference as a part of
this ordinance for all purposes, is hereby approved as to form
and content, and such Agreement in substantially the form and
substance attached hereto, together with such changes or
revisions as may be necessary to accomplish the refunding or
benefit the City, is hereby authorized to be executed by the
Mayor and City Secretary for and on behalf of the City and as
the act and deed of this City Council; and such Agreement as
executed by said officials shall be deemed approved by the City
Council and constitute the Agreement herein approved.
Furthermore, the City Manager and Director of Finance,
either or both of said officials, in cooperation with the
Escrow Agent are hereby authorized and directed to make the
necessary arrangements for the purchase of the Federal
Securities referenced in the Agreement and the delivery thereof
to the Escrow Agent on the day of delivery of the Bonds to the
Purchasers for deposit to the credit of the "SPECIAL CITY OF
EULESS, TEXAS, GENERAL OBLIGATION REFUNDING BOND ESCROW FUND"
(the "Escrow Fund "), including the execution of the
subscription forms for the purchase and issuance of the "United
States Treasury Securities - State and Local Government Series"
and the purchase of the "Open Market Securities" (at an
aggregate purchase price not to exceed $809,252.01) for deposit
to the Escrow Fund; all as contemplated and provided in Article
717k, V.A.T.C.S., as amended, this Ordinance and the Agreement.
SECTION 15* Control and Custody of Bonds. The Mayor of
the City shall be and is hereby authorized to take and have
charge of all necessary orders and records, including the
definitive Bonds and the Initial Bonds, pending the
investigation and approval of the Initial Bonds by the Attorney
General of the State of Texas, and the registration of the
Initial Bonds by the Comptroller of Public Accounts and the
delivery thereof to the Purchasers.
Furthermore, the Mayor and City Secretary of the City and
the City Manager and Director of Finance, any one or more of
said officials, are hereby authorized and directed to furnish
and execute such documents relating to the City and its
financial affairs as may be necessary for the issuance if the
Bonds, the approval of the Attorney General and the
_27_
registration by the Comptroller of Public Accounts and,
together with the City's financial advisor, bond counsel and
the Paying Agent /Registrar, make the necessary arrangements for
the delivery of the Initial Bonds to the Purchasers and the
initial exchange thereof for definitive Bonds.
SECTION 17: Proceeds of Sale. Immediately following
the delivery of the Bonds, the proceeds of sale thereof (less
certain costs of issuance, and accrued interest received from
the Purchasers of the Bonds) shall be deposited with the Escrow
Agent for application and disbursement in accordance with the
provisions of the Agreement. The proceeds of sale of the Bonds
not so deposited with the Escrow Agent for the refunding of the
Prior Issues shall be disbursed for payment of costs of
issuance and deposited in the Interest and Sinking Fund for the
Bonds, all in accordance with written instructions from the
Director of Finance.
Additionally, on or immediately prior to the date of
delivery of the Bonds to the Purchasers, the City's Director of
Finance shall cause to be transferred in immediately available
funds to the Escrow Agent an amount not to exceed the sum shown
in Section 15 hereof for the purchase of the "Open Market
Securities" and representing the maximum amount of available
funds to be contributed by the City to accomplish the
refunding.
SECTION 18: Notices to Holders - Waiver. Wherever this
Ordinance provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States
Mail, first class postage prepaid, to the address of each
Holder appearing in the Security Register at the close of
business on the business day next preceding the mailing of such
notice.
In any case where notice to Holders is given by mail,
neither the failure to mail such notice to any particular
Holders, nor any defect in any notice so mailed, shall affect
the sufficiency of such notice with respect to all other
Bonds. Where this Ordinance provides for notice in any manner,
such notice may be waived in writing by the Holder entitled
to receive such notice, either before or after the event with
respect to which such notice is given, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Paying Agent /Registrar, but such filing
shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.
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SECTION 19: Cancellation. All Bonds surrendered for
payment, redemption, transfer, exchange, or replacement, if
surrendered to the Paying Agent /Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be
delivered to the Paying Agent /Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying
Agent /Registrar. The City may at any time deliver to the
Paying Agent /Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have
acquired in any manner whatsoever, and all Bonds so delivered
shall be promptly cancelled by the Paying Agent /Registrar. All
cancelled Bonds held by the Paying Agent /Registrar shall be
returned to the City.
SECTION 20: Printed Opinion. The Purchasers'
obligation to accept delivery of the Bonds is subject to being
furnished a final opinion of Dumas, Huguenin, Boothman &
Morrow, Attorneys, Dallas, Texas, approving the Bonds as to
their validity, said opinion to be dated and delivered as of
the date of delivery and payment for the Bonds. Printing of a
true and correct reproduction of said opinion on the reverse
side of each of the definitive Bonds is hereby approved and
authorized.
SECTION 21: CUSIP Numbers. CUSIP numbers may be
printed or typed on the definitive Bonds. It is expressly
provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or
effect as regards the legality thereof and neither the City nor
attorneys approving the Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on
the definitive Bonds.
SECTION 22: Benefits of Ordinance. Nothing in this
Ordinance, expressed or implied, is intended or shall be
construed to confer upon any person other than the City, the
Paying Agent /Registrar and the Holders, any right, remedy, or
claim, legal or equitable, under or by reason of this Ordinance
or any provision hereof, this Ordinance and all its provisions
being intended to be and being for the sole and exclusive
benefit of the City, the Paying Agent /Registrar and the Holders.
SECTION 23: Inconsistent Provisions. All ordinances,
orders or resolutions, or parts thereof, which are in conflict
or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of
this Ordinance shall be and remain controlling as to the
matters contained herein.
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SECTION 24: 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 25: Effect of Headings. The Section headings
herein are for convenience only and shall not affect the
construction hereof.
SECTION 26: 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 27: 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 28: Incorporation of Findings and Determinations.
The findings and determinations of the City Council contained
in the preamble hereof are hereby incorporated by reference and
made a part of this Ordinance for all purposes as if the same
were restated in full in this Section.
SECTION 29: 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 Article 6252 -17, Vernon's Texas Civil
Statutes, as amended.
SECTION 30: Emergency. That the public importance of
this measure and the fact that the Bonds must be delivered to
the initial purchasers on December 12, 1985 to accomplish the
refunding constitute and creates an emergency relating to the
immediate preservation of the public peace, health and safety
of the City and its citizens, requiring that the Charter
provision that all ordinances shall be read at two regular
Council meetings be suspended and requiring that this ordinance
be passed and take effect as an emergency measure, and such
-30-
rule is accordingly suspended and this ordinance is passed as
an emergency measure and shall take effect and be in full force
from and after its passage.
PASSED AND ADOPTED, this November 5, 1985.
ATTEST:
City, ecretary
(City Sea]j
-31-
CITY OF EULESS, TEXAS
Mayor
EXHIBIT A
$7,896,586.45
CITY OF EULESS, TEXAS
General Obligation Refunding Bonds
Series 1985 -A
PURCHASE CONTRACT
November 5, 1985
THE HONORABLE MAYOR AND CITY COUNCIL
City of Euless
7301 N.E. Loop 820
Euless, Texas 76118
Dear Mayor and Members of the Council:
The undersigned, MBank Capital Markets (the "Underwriter "), offers to
enter into this Purchase Contract with the City of Euless, Texas (the "City ").
This offer is made subject to the City's acceptance of this Purchase Contract
on or before 9:00 p.m., Dallas Time on November 5, 1985.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and
upon the basis of the representations set forth herein, the Underwriter hereby
agrees to purchase from the City, and the City hereby agrees to sell and
deliver to the Underwriter an aggregate of $7,896,586.45 principal amount of
City of Euless, Texas, General Obligation Refunding Bonds, Series 1985 -A (the
"Bonds "). The Bonds shall be dated November 15, 1985 and shall have the
maturities and bear interest [except for the Bonds maturing in the years 2000
through 2004 (the "Capital Appreciation Bonds ") which shall bear interest from
the date of their delivery] from their date at the rate or rates per annum as
shown on the cover page of the Official Statement (hereinafter defined), such
interest (except for the Capital Appreciation Bonds) being payable on
March 1, 1987, and semi-annually thereafter on March 1 and September 1 in each
year. The purchase price for the Bonds shall be $7,767,082.43, plus interest
accrued on the Bonds (other than the Capital Appreciation Bonds) from their
date to the date of the payment for and delivery of the Bonds (the "Closing ").
Exhibit A hereto is the Official Statement, including the cover page and
Appendices thereto, of the City, dated November 5, 1985, with respect to the
Bonds. The Official Statement, including the cover page and Appendices
thereto, as further amended only in the manner hereinafter provided, is
hereinafter called the "Official Statement."
2. Ordinance. The Bonds shall be as described in and shall be issued
and secured under the provisions of the Ordinance adopted by the City on
November 5, 1985 (the "Ordinance "). The Bonds shall be subject to redemption
and shall be payable as provided in the Ordinance.
3. Public Offering. It shall be a condition of the obligation of the
City to sell and deliver the Bonds to the Underwriter, and of the obligation
of the Underwriter to purchase and accept delivery of the Bonds, that the
entire principal amount of the Bonds authorized by the Ordinance shall be sold
and delivered by the City and accepted and paid for by the Underwriter at the
Closing. The Underwriter agrees to make a bona fide public offering of all of
the Bonds, at not in excess of the initial public offering prices, as set
forth on the cover page of the Official Statement, plus interest accrued
thereon from the date of the Bonds, if any. The principal amount per $5,000
amount due at maturity for the Capital Appreciation Bonds computed on the
basis of the applicable yield to maturity is set forth in Exhibit B hereto.
4. Security Deposit. Delivered to the City herewith is a corporate
check of MBank Capital Markets payable to the order of the City in the amount
of 1% of the principal amount of the Bonds to be purchased. The City agrees
to hold such check uncashed until the Closing to ensure the performance by the
Underwriter of their obligations to purchase, accept delivery of and pay for
the Bonds at the Closing. Concurrently with the payment by the Underwriter of
the purchase price of the Bonds, the City shall return such check to the
Underwriter as provided in Paragraph 7 hereof. Should the City fail to
deliver the Bonds at the Closing, or should the City be unable to satisfy the
conditions of the obligations of the Underwriter to purchase, accept delivery
of and pay for the Bonds, as set forth in this Purchase Contract (unless
waived by the Underwriter), or should such obligations of the Underwriter be
terminated for any reason permitted by this Purchase Contract, such check
shall immediately be returned to the Underwriter. In the event the
Underwriter fails (other than for a reason permitted hereunder) to purchase,
accept delivery of and pay for the Bonds at the Closing as herein provided,
such check shall be retained by the City as and for full liquidated damages
for such failure of the Underwriter and for any defaults hereunder on the part
of the Underwriter. The Underwriter hereby agrees not to stop or cause
payment on said check to be stopped unless the City has breached any of the
terms of this Purchase Contract.
5. Official Statement. The City hereby authorizes the Escrow Agreement
and the Ordinance, hereinafter defined, and the Official Statement and the
information therein contained to be used by the Underwriter in connection with
the public offering and sale of the Bonds. The City confirms its consent to
the use by the Underwriter prior to the date hereof of the Preliminary
Official Statement dated October 25, 1985 (the "Preliminary Official
Statement ") in donnection with the public offering and sale of the Bonds.
6. Representations, Warranties and Agreements of City. On the date
hereof, the City represents, warrants and agrees as follows:
(a) The City is a municipal corporation, a political subdivision of
the State of Texas and a body politic and corporate, and has full legal
right, power and authority to enter into this Purchase Contract and the
Escrow Agreement between the City and the Escrow Agent named in the
Official Statement (the "Escrow Agreement "), to adopt the Ordinance, to
sell the Bonds, and to issue and deliver the Bonds to the Underwriter as
provided herein and to carry out and consummate all other transactions
contemplated by the Ordinance, the Escrow Agreement and this Purchase
Contract;
N
(b) By official action of the City prior to or concurrently with
the acceptance hereof, the City has duly adopted the Ordinance, has duly
authorized and approved the execution and delivery of, and the
performance by the City of the obligations contained in the Bonds, the
Escrow Agreement and this Purchase Contract and has duly authorized and
approved the performance by the City of its obligations contained in the
Ordinance, the Escrow Agreement and in this Purchase Contract;
(c) The City is not in breach of or default under any applicable
law or administrative regulation of the State of Texas or the United
States or any applicable judgment or decree or any loan agreement, note,
resolution, agreement or other instrument, except as may be disclosed in
the Official Statement, to which the City is a party or is otherwise
subject, which would have a material and adverse effect upon the business
or financial condition of the City; and the execution and delivery of the
Escrow Agreement and this Purchase Contract by the City and the execution
and delivery of the Bonds and the adoption of the Ordinance by the City
and compliance with the provisions of each thereof will not violate or
constitute a breach of or default under any existing law, administrative
regulation, judgment, decree or any agreement or other instrument to
which the City is a party or is otherwise subject;
(d) All approvals, consents and orders of any governmental
authority or agency having jurisdiction of any matter which would
constitute a condition precedent to the performance by the City of its
obligations to sell and deliver the Bonds hereunder will have been
obtained prior to the Closing;
(e) At the time of the City's acceptance hereof and at the time of
the Closing, the Official Statement does not and will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(f) Between the date of this Purchase Contract and Closing, the
City will not, without the prior written consent of the Underwriter,
issue any additional bonds, notes or other obligations for borrowed money
payable in whole or in part from ad valorem taxes, and the City will not
incur any material liabilities, direct or contingent, nor will there be
any adverse change of a material nature in the financial position of the
City;
(g) Except as described in the Official Statement, no litigation is
pending or, to the knowledge of the City, threatened in any court
affecting the corporate existence of the City, the title of its officers
to their respective offices, or seeking to restrain or enjoin the
issuance or delivery of the Bonds, the levy or the collection of taxes
pledged or to be pledged to pay the principal of and interest on the
Bonds, or in any way contesting or affecting the issuance, execution,
delivery, payment, security or validity of the Bonds, or in any way
contesting or affecting the validity or enforceability of the Ordinance,
the Escrow Agreement, or this Purchase Contract, or contesting the powers
of the City, or any authority for the Bonds, the Ordinance, the Escrow
3
Agreement, or this Purchase Contract or contesting in any way the
completeness, accuracy or fairness of the Preliminary Official Statement
or the Official Statement;
(h) The City will cooperate with the Underwriter in arranging for
the qualification of the Bonds for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as the
Underwriter designate, and will use its best efforts to continue such
qualifications in effect so long as required for distribution of the
Bonds; provided, however, that the City will not be required to execute a
general consent to service of process or to qualify to do business in
connection with any such qualification in any jurisdiction;
(i) The descriptions contained in the Official Statement of the
Bonds, the Escrow Agreement and the Ordinance accurately reflect the
provisions of such instruments, and the Bonds, when validly executed,
authenticated and delivered in accordance with the Ordinance and sold to
the Underwriter as provided herein, will be validly issued and
outstanding general obligations of the City entitled to the benefits of,
and subject to the limitations contained in, the Ordinance; and
(j) If prior to the Closing an event occurs affecting the City
which is materially adverse for the purpose for which the Official
Statement is to be used and is not disclosed in the Official Statement,
the City shall notify the Underwriter, and if in the opinion of the City
and the Underwriter such event requires a supplement or amendment to the
Official Statement, the City will supplement or amend the Official
Statement in a form and in a manner approved by the Underwriter's
Counsel.
7. Closing. At 9:00 A.M., Dallas Time, on December 12, 1985, (the
"Closing "), the City will deliver the initial bond or bonds (as defined in the
Ordinance) to the Underwriter and will have available for immediate exchange
the Bonds in definitive form, duly executed and authenticated, together with
the other documents hereinafter mentioned, and the Underwriter will accept
such delivery and pay the purchase price of the Bonds as set forth in
Paragraph 1 hereof in immediately available funds. Concurrently with such
payment by the Underwriter, the City shall return to the Underwriter the check
referred to in Paragraph 4 hereof. Delivery and payment as aforesaid shall be
made at the offices of Texas American Bank /Fort Worth, N.A., 500 Throckmorton
Street, Fort- Worth, Texas 76201, or such other place, as shall have been
mutually agreed upon by the City and the Underwriter. The Bonds shall be
printed or lithographed; shall be prepared and delivered as fully registered
bonds in the denomination of $5,000 or any multiple thereof except that the
Capital Appreciation Bonds shall be issued in any integral multiple of $5,000
amount due at maturity; shall be registered in the names as shall be requested
by the Underwriter at least five days prior to the Closing; and, if the
Underwriter shall so request, shall be made available to the Underwriter at
least one business day before the Closing for purpose of inspection in New
York, New York.
8. Conditions. The Underwriter has entered into this Purchase Contract
in reliance upon the representations and warranties of the City contained
herein and to be contained in the documents and instruments to be delivered at
4
the Closing, and upon the performance by the
hereunder, both as of the date hereof and as
Accordingly, the Underwriter's obligations under
purchase and pay for the Bonds shall be subject to
of its obligations to be performed hereunder and
instruments at or prior to the Closing, and shall
lowing conditions:
City of its obligations
of the date of Closing.
this Purchase Contract to
the performance by the City
under such documents and
also be subject to the fol-
(a) The representations and warranties of the City contained herein
shall be true, complete and correct in all material respects on the date
hereof and on and as of the date of Closing, as if made on the date of
Closing;
(b) At the time of the Closing, the Ordinance and the Escrow
Agreement shall be in full force and effect, and the Ordinance and the
Escrow Agreement shall not have been amended, or supplemented and the
Official Statement shall not have been amended, modified or supplemented,
except as may have been agreed to by the Underwriter;
(c) At the time of the Closing, all official action of the City
related to the Ordinance shall be in full force and effect and shall not
have been amended, modified or supplemented;
(d) The City shall not have failed to pay principal or interest
when due on any of its outstanding obligations for borrowed money;
(e) The City will purchase the government securities other than the
State and Local Government Series obligations necessary to provide the
funds needed to refund the City's outstanding obligations as contemplated
by the Escrow Agreement;
(f) At or prior to the Closing, the Underwriter shall have received
each of the following documents:
(1) The Official Statement of the City executed on behalf of
the City by the Mayor and City Secretary;
(2) The Ordinance certified by the City Secretary under its
seal as having been duly adopted by the City and as being in effect,
with such changes or amendments as may have been agreed to by the
Underwriter;
(3) An unqualified opinion, dated the date of Closing, of
Messrs. Dumas, Huguenin, Boothman & Morrow, Bond Counsel to the
City, in substantially the form and substance of Appendix D to the
Official Statement;
(4) An unqualified opinion or certificate, dated on or prior
to the date of Closing, of the Attorney General of Texas, approving
the Bonds as required by law;
(5) The supplemental opinion, dated the date of Closing, of
Dumas, Huguenin, Boothman & Morrow, Bond Counsel to the City,
addressed to the City and the Underwriter, to the effect that (A)
5
in its capacity as Bond Counsel, such firm has reviewed the
information in the Official Statement under the captions, "Plan of
Financing ", "Description of the Bonds ", "Legal Investments and
Eligibility to Secure Public Funds in Texas ", "Tax Exemption" and
"Tax Accounting Treatment of Capital Appreciation Bonds" and such
firm is of the opinion that such descriptions present a fair and
accurate summary of the provisions of the laws and instruments
therein described; (B) the Bonds are exempt from registration pur-
suant to the Securities Act of 1933, as amended, and the Ordinance
is exempt from qualification as an indenture pursuant to the Trust
Indenture Act of 1939, as amended; and (C) in the performance of
their duties as Bond Counsel for the City, without having undertaken
to determine independently the accuracy and completeness of the
statements contained in the Official Statement, nothing has come to
the attention of such counsel which would lead them to believe that
the Official Statement (excluding the financial and statistical data
and forecasts included therein, all as to which no view need be
expressed) contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading;
(6) The opinion of McCall, Parkhurst & Horton, as
Underwriter's Counsel, dated the date of the Closing addressed to
the Underwriter to the effect that the Bonds are exempted securities
as described in Section 3(a)(2) of the Securities Act of 1933, as
amended, and Section 304(a)(4) of the Trust Indenture Act of 1939,
as amended, to the extent provided in such Acts, and it is not
necessary in connection with the sale of the Bonds to the public to
register the Bonds under the Securities Act of 1933 as amended, or
to qualify the Ordinance under the Trust Indenture Act of 1939, as
amended. The opinion of such Counsel shall also state that, based
upon their participation in the preparation of the Official
Statement, such Counsel has no reason to believe that the Official
Statement (except for the financial statements and other financial
and statistical data contained therein, as to which no view need be
expressed), as of the date of the Official Statement, contained any
untrue statement of a material fact or omitted to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(7) A certificate, dated the date of Closing, signed by the
Mayor and City Attorney of the City, to the effect that (i) the
representations and warranties of the City contained herein are true
and correct in all material respects on and as of the date of
Closing as if made on the date of Closing; (ii) except to the extent
disclosed in the Official Statement, no litigation is pending or, to
the knowledge of such persons, threatened in any court to restrain
or enjoin the issuance or delivery of the Bonds, or the levy or
collection of the taxes pledged or to be pledged to pay the
principal of and interest on the Bonds, or the pledge thereof, or in
rl
any way contesting or affecting the validity of the Bonds, the
Ordinance, the Escrow Agreement, or this Purchase Contract, or
contesting the powers of the City or contesting the authorization of
the Bonds or the Ordinance, or contesting in any way the accuracy,
completeness or fairness of the Preliminary Official Statement or
the Official Statement (but in lieu of or in conjunction with such
certificate the Underwriter may, in its sole discretion, accept
certificates or opinions of the City Attorney of the City that, in
his opinion, the issues raised in any such pending or threatened
litigation are without substance or that the contentions of all
plaintiffs therein are without merit); and (iii) to the best of
their knowledge, no event affecting the City has occurred since the
date of the Official Statement which should be disclosed in the
Official Statement for the purpose for which it is to be used or
which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any respect;
(8) A certificate, dated the date of Closing, of the Director
of Finance of the City to the effect that there has not been any
material and adverse change in the affairs or financial condition of
the City since September 30, 1984, the latest date as to which
audited financial information is available;
(9) A certificate, dated the date of the Closing, of an
appropriate official of the City to the effect that, on the basis of
the facts, estimates and circumstances in effect on the date of
delivery of the Bonds, it is not expected that the proceeds of the
Bonds will be used in a manner that would cause the Bonds to be
arbitrage bonds within the meaning of Section 103(c) of the Internal
Revenue Code of 1954, as amended;
(10) A copy of a special report prepared by the independent
Certified Public Accountants named in the Official Statement,
addressed to the City, Bond Counsel and the Underwriter verifying
the arithmetical computations of the adequacy of the maturing
principal and interest on the escrowed securities and uninvested
cash on hand under the Escrow Agreement to pay, when due, the
principal of and interest on the bonds being refunded and the
computation of the yield with respect to such securities and the
Bonds;
(11) Such additional legal opinions, certificates, instruments
and other documents as Bond Counsel, the Underwriter or
Underwriter's Counsel may reasonably request to evidence the truth,
accuracy and completeness, as of the date hereof and as of the date
of Closing, of the City's representations and warranties contained
herein and of the statements and information contained in the
Official Statement and the due performance and satisfaction by the
City at or prior to the date of Closing of all agreements then to be
performed and all conditions then to be satisfied by the City; and
(12) Evidence of the ratings on the Bonds shall be delivered in
a form acceptable to the Underwriter.
7
All of the opinions, letters, certificates, instruments and other
documents mentioned above or elsewhere in this Purchase Contract shall be
deemed to be in compliance with the provisions hereof if, but only if, they
are satisfactory to the Underwriter.
If the City shall be unable to satisfy the conditions to the obligations
of the Underwriter to purchase, to accept delivery of and to pay for the Bonds
as set forth in this Purchase Contract, or if the obligations of the
Underwriter to purchase, to accept delivery of and to pay for the Bonds shall
be terminated for any reason permitted by this Purchase Contract, this
Purchase Contract shall terminate and neither the Underwriter nor the City
shall be under further obligation hereunder, except that: (i) the check
referred to in Paragraph 4 hereof shall be immediately returned to the
Underwriter by the City, and (ii) the respective obligations of the City and
the Underwriter set forth in Paragraphs 10 and 12 hereof shall continue in
full force and effect.
9. Termination. The Underwriter may terminate its obligation to
purchase at any time before the Closing if any of the following should occur:
(a) (i) Legislation shall have been enacted by the Congress of the
United States, or recommended to the Congress for passage by the
President of the United States or favorably reported for passage to
either House of the Congress by any Committee of such House, or (ii) a
decision shall have been rendered by a court established under Article
III of the Constitution of the United States or by the United States Tax
Court, or (iii) an order, ruling or regulation shall have been issued or
proposed by or on behalf of the Treasury Department of the United States
or the Internal Revenue Service or any other agency of the United States,
or (iv) a release or official statement shall have been issued by the
President of the United States or by the Treasury Department of the
United States or by the Internal Revenue Service, the effect of which, in
any such case described in clause (i), (ii), (iii), or (iv), would be to
impose, directly or indirectly, federal income taxation upon interest
received on obligations of the general character of the Bonds or upon
income of the general character to be derived by the City in such a
manner as in the judgment of the Underwriter would materially impair the
marketability or materially reduce the market price of obligations of the
general character of the Bonds.
(b) Any action shall have been taken by the Securities and Exchange
Commission or by a court which would require registration of any security
under the Securities Act of 1933, as amended, or qualification of any
indenture under the Trust Indenture Act of 1939, as amended, in
connection with the public offering of the Bonds, or any action shall
have been taken by any court or by any governmental authority suspending
the use of the Preliminary Official Statement or the Official Statement
or any amendment or supplement thereto, or any proceeding for that
purpose shall have been initiated or threatened in any such court or by
any such authority.
(c) (i) The Constitution of the State of Texas shall be amended or
an amendment shall be proposed, or (ii) legislation shall be enacted, or
(iii) a decision shall have been rendered as to matters of Texas law, or
P
(iv) any order, ruling or regulation shall have been issued or proposed
by or on behalf of the State of Texas by an official, agency or
department thereof, affecting the tax status of the City, its property or
income, its bonds (including the Bonds) or the interest thereon, which in
the judgment of the Underwriter would materially affect the market price
of the Bonds.
(d) (i) A general suspension of trading in securities shall have
occurred on the New York Stock Exchange, or (ii) the United States shall
have become engaged in hostilities which have resulted in the
declaration, on or after the date of this Purchase Contract, of a
national emergency or war, the effect of which, in either case described
in clause (i) and (ii), is, in the judgment of the Underwriter, so
material and adverse as to make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Bonds on the
terms and in the manner contemplated in this Purchase Contract and the
Official Statement.
(e) An event described in Paragraph 6(j) hereof occurs which, in
the opinion of the Underwriter, requires a supplement or amendment to the
Official Statement.
(f) A general banking moratorium shall have been declared by
authorities of the United States, the State of New York or the State of
Texas.
(g) A lowering of the ratings initially assigned to the Bonds by
either Moody's Investors Service, Inc. or Standard & Poor's Corporation
shall occur prior to Closing.
10. Expenses. (a) The Underwriter shall be under no obligation to pay,
and the City shall pay, any expenses incident to the performance of the City's
obligations hereunder, including but not limited to: (i) the cost of the
preparation, printing and distribution of the Preliminary Official Statement
and the Official Statement; (ii) the cost of the preparation and printing of
the Bonds; (iii) the fees and expenses of Bond Counsel to the City; (iv) the
fees and disbursements of the City's accountants, advisors, and of any other
experts or consultants retained by the City; and (v) fees for bond ratings and
any travel or other expenses incurred incident thereto.
(b) The Underwriter shall pay: (i) all advertising expenses in
connection with the offering of the Bonds; (ii) the cost of the preparation
and printing of all the underwriting documents, including this Purchase
Contract and (iii) all other expenses incurred by them in connection with
their offering and distribution of the Bonds.
11. Notices. Any notice or other communication to be given to the City
under this Purchase Contract may be given by delivering the same in writing at
the address for the City set forth above, and any notice or other
communication to be given to the Underwriter under this Purchase Contract may
be given by delivering the same in writing to MBank Capital Markets, Commerce
at St. Paul, Dallas, Texas 75201, Attention: Suzanne Bauchman.
E
12. Parties in Interest. This Purchase Contract is made solely for the
benefit of the City and the Underwriter (including the successors or assigns
of any Underwriter) and no other person shall acquire or have any right
hereunder or by virtue hereof. The City's representations, warranties and
agreements contained in this Purchase Contract shall remain operative and in
full force and effect, regardless of (i) any investigations made by or on
behalf of the Underwriter and (ii) delivery of any payment for the Bonds
hereunder; and the City's representations and warranties contained in
Paragraph 6 of this Purchase Contract shall remain operative and in full force
and effect, regardless of any termination of this Purchase Contract.
13. Effective Date. This Purchase Contract shall become effective upon
the execution of the acceptance hereof by the Mayor of the City and shall be
valid and enforceable as of the time of such acceptance.
Accepted:
This day of 1985
By:
Mayor, City of Euless, Texas
Attest:
City Secretary, City of Euless, Texas
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Very truly yours,
MBANK CAPITAL MARKETS
(CITY SEAL)
Exhibit A
Official Statement
Exhibit B
Principal Amount Per $5,000 Maturity Amount
Principal
Maturity
Amount
2000
$1,449.55
2001
1,309.45
2002
1,180.60
2003
1,071.25
2004
971.05
EXHIBIT B
IAL ESCROW AGREEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
THIS SPECIAL ESCROW AGREEMENT (the "Agreement "), dated and
made effective as of December 12, 1985, made by and between the
City of Euless, Texas, a duly incorporated municipal
corporation in Tarrant County, Texas (the "City ") acting by and
through the Mayor and City Secretary of the City, and Texas
American Bank /Fort Worth, N.A., Fort Worth, Texas (the "Bank "),
a banking association organized and existing under the laws of
the United States of America,
W I T N E S S E T H:
WHEREAS, the City has heretofore issued and delivered
under and pursuant to ordinances (the "Refunded Bond
Ordinances "), and there is currently outstanding, obligations
totalling in principal amount $9,095,000 (hereinafter called
the "Refunded Bonds ") of the following described issues or
series:
(1) City of Euless, Texas, General Obligation
Bonds, Series 1964, dated September 1, 1964
and now outstanding in the principal amount
of $ 430,000
(2) City of Euless, Texas, General Obligation
Bonds, Series 1965, dated July 1, 1965 and
now outstanding in the principal amount of 455,000
(3) City of Euless, Texas, Park Bonds, Series
1965, dated July 1, 1965 and now
outstanding in the principal amount of 70,000
(4) City of Euless, Texas, General Obligation
Bonds, Series 1966, dated July 1, 1966 and
now outstanding in the principal amount of 400,000
(5) City of Euless, Texas, General Obligation
Bonds, Series 1968, dated July 1, 1968 and
now outstanding in the principal amount of 135,000
(6) City of Euless, Texas, General Obligation
Bonds, Series 1971, dated March 1, 1971 and
now outstanding in the principal amount of 115,000
(7) City of Euless, Texas, General Obligation
Bonds, Series 1973, dated December 1, 1973
and now outstanding in the principal amount
of 1,060,000
(8) City of Euless, Texas, Certificates of
Obligation, Series 1975, dated November 1,
1975 and now outstanding in the principal
amount of 940,000
(9) City of Euless, Texas, General Obligation
Bonds, Series 1979, dated September 1, 1979
and now outstanding in the principal amount
of 900,000
(10) City of Euless, Texas, General Obligation
Bonds, Series 1983, dated May 1, 1983 and
now outstanding in the principal amount of 590,000
(11) City of Euless, Texas, General Obligation
Bonds, Series 1984, dated May 1, 1984 and
now outstanding in the principal amount of 2,500,000
(12) City of Euless, Texas, General Obligation
Bonds, Series 1985, dated May 15, 1985 and
now outstanding in the principal amount of 1,500,000
AND WHEREAS, in accordance with the provisions of Article
717k, V.A.T.C.S., as amended (the "Act "), the City is
authorized to sell refunding bonds in an amount sufficient to
provide for the payment of obligations, payable from ad valorem
taxes, to be refunded, deposit the proceeds of such refunding
bonds with any place of payment for the obligations being
refunded and enter into an escrow or similar agreement with
such place of payment for the safekeeping, investment,
reinvestment, administration and disposition of such deposit,
upon such terms and conditions as the parties may agree,
provided such deposits may be invested only in direct
obligations of the United States of America, including
obligations the principal of and interest on are
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unconditionally guaranteed by the United States of America, and
which may be in book entry form and which shall mature and /or
bear interest payable at such times and in such amounts as will
be sufficient to provide for the scheduled payment of such
obligations; and
WHEREAS, the Refunded Bonds are scheduled to mature, or be
redeemed, and interest thereon is payable on the dates and in
the manner set forth in Exhibit A attached hereto and
incorporated herein by reference as a part of this Agreement
for all purposes; and
WHEREAS, the City on the 5th day of November, 1985,
pursuant to an ordinance (the "Bond Ordinance ") duly passed and
adopted by the City Council, authorized the issuance of bonds
known as "City of Euless, Texas, General Obligation Refunding
Bonds, Series 1985 -A" (the "Bonds "), and such Bonds are being
issued to refund, discharge and make final payment of the
principal of and interest on the Refunded Bonds; and
WHEREAS, upon the delivery of the Bonds, proceeds of sale
and other available funds of the City are to be used to
purchase (i) United States Treasury Securities -State and Local
Government Series (the "SLGS ") and (ii) other United States
Government Obligations (the "Open Market Securities "), and such
SLGS and Open Market Securities shall be immediately credited
to and deposited into the "Escrow Fund" to be held by the Bank
in accordance with this Agreement; and
WHEREAS, a list and description of the SLGS to be
purchased and held for the account of the Escrow Fund is
attached hereto as Exhibit B and a list or description of the
Open Market Securities to be purchased and held for the account
of the Escrow Fund is attached hereto as Exhibit C and such
Exhibits B and C are hereby incorporated by reference and made
a part of this Agreement for all purposes; and
WHEREAS, the SLGS initially purchased and to be held for
the account of the Escrow Fund may mature and pay interest at
times and in amounts in excess of the amounts required to pay
the principal of and interest on the Refunded Bonds as the same
becomes due and payable and such excess funds resulting from
maturing SLGS and interest thereon, pending the use thereof for
the payment of the Refunded Bonds, may be reinvested in Zero
Interest United States Treasury Securities - State and Local
Government Series (the "ZERO INTEREST SLGS ") by the Bank to
mature on such dates as will insure available funds to pay the
principal of and interest on the Refunded Bonds as the same
become due and payable; a list of the ZERO INTEREST SLGS to be
acquired for the Escrow Fund and the dates for the investment
min
in such ZERO INTEREST SLGS being attached hereto as Exhibit D,
which is incorporated herein by reference and made a part of
this Agreement for all purposes; and
WHEREAS, certain of the Open Market Securities initially
purchased and to be held for the account of the Escrow Fund may
provide funds at times and in amounts in excess of the amounts
required to pay the principal of and interest on the Refunded
Bonds as the same becomes due and payable and such excess funds
resulting from maturing Open Market Securities, pending the use
thereof for the payment of the Refunded Bonds, may be
reinvested in United States Treasury Bills (the "T- Bills ") by
the Bank to mature on such dates as will insure available funds
to pay the principal of and interest on the Refunded Bonds as
the same become due and payable; an identification of the
amounts to be available for reinvestment of moneys from
maturing Open Market Securities in the T- Bills, the dates such
amounts will be available for such reinvestment and the
corresponding maximum maturity dates for such reinvestments
being attached hereto as Exhibit E, which is incorporated
herein by reference and made a part of this Agreement for all
purposes; and
WHEREAS, the SLGS, Open Market Securities, ZERO INTEREST
SLGS and T -Hills (hereinafter collectively called the "Federal
Securities "), together with the beginning cash balance in the
Escrow Fund, shall mature and the interest thereon shall be
payable at such times to insure the existence of monies
sufficient to pay the principal amount of the Refunded Bonds
and the accrued interest thereon, as the same shall become due
in accordance with the terms of the Refunded Bond Ordinances
and as set forth in Exhibit A attached hereto; and
WHEREAS, the City has completed all arrangements for the
purchase of the SLGS and Open Market Securities listed in
Exhibits B and C and the deposit and credit of the same to the
Escrow Fund as provided herein; and
WHEREAS, the Bank is a banking association organized and
existing under the laws of the United States of America,
possessing trust powers and is fully qualified and empowered to
enter into this Agreement; and
WHEREAS, in Section 15 of the Bond Ordinance, the City
Council duly approved and authorized the execution of this
Agreement; and
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WHEREAS, the City and the Escrow Agent, as the case may
be, shall take all action necessary to call, pay, redeem and
retire said Refunded Bonds in accordance with the provisions
thereof, including, without limitation, all actions required by
the Refunded Bond Ordinances, the Act, the Bond Ordinance and
this Agreement;
NOW, THEREFORE, in consideration of the mutal agreements
herein contained, and to secure the payment of the principal of
and the interest on the Refunded Bonds as the same shall become
due, the City and the Bank hereby mutually undertake, promise
and agree as follows:
SECTION 1: Receipt of true and correct copies of the
Refunded Bond Ordinances and the Bond Ordinance are hereby
acknowledged by the Bank. Reference herein to or citation
herein of any provision of said documents shall be deemed an
incorporation of such provision as a part hereof in the same
manner and with the same effect as if it were fully set forth
herein.
SECTION 2: There is hereby created by the City with the
Bank a special segregated and irrevocable trust fund designated
"SPECIAL CITY OF EULESS, TEXAS REFUNDING BOND ESCROW FUND"
(hereinafter called the "Escrow Fund ") for the benefit_ of the
holders of the Refunded Bonds, and, immediately following the
delivery of the Bonds, the City agrees and covenants to cause
to be deposited with the Bank the following:
$7,554,200.00 for the purchase of the SLGS listed
in Exhibit B to be held for the
account of the Escrow Fund;
$ 809,252.01 for the purchase of the Open Market
Securities identified in Exhibit C
to be held for the account of the
Escrow Fund;
$ 38,043.75 for deposit in the Escrow Fund as a
beginning cash balance; and
$ 39,705.00 to pay fees and charges of the Bank
for the administration of this
Agreement and paying agents
charges for the Refunded Bonds as
provided in Section 18 hereof.
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The Bank hereby accepts the Escrow Fund and further agrees
to receive said moneys, apply the same as set forth herein,
including the reinvestment of money in ZERO INTEREST SLGS and
T- Bills .set forth in Section 11 hereof and to hold the cash and
Federal Securities deposited and credited to the Escrow Fund
for application and disbursement for the purposes and in the
manner provided in this Agreement.
In regard to the Open Market Securities purchased for the
Escrow Fund, the Bank further agrees to apply the proceeds from
the investment and reinvestment thereof only to the payment of
the principal of and interest on the Refunded Bonds that such
Open Market Securities have been allocated to pay, as shown and
prescribed in Exhibit C attached hereto, and, in connection
therewith, maintain complete records evidencing the application
of the investment and reinvestment proceeds of the Open Market
Securities in accordance with the allocation thereof to the
payment of the Refunded Bonds in the manner prescribed in
Exhibit C.
SECTION 3: The City hereby represents that the cash and
SLGS and Open Market Securities specified in Section 2 hereof,
together with the interest to be earned thereon, deposited to
the credit of the Escrow Fund will be sufficient to pay the
principal of and interest on the Refunded Bonds as the same
shall become due and payable, and such Refunded Bonds, and the
interest thereon, are to mature and be paid at the times and in
the amounts set forth and identified in Exhibit A attached
hereto.
FURTHERMORE, with respect to the Series 1984 Refunded
Bonds, the Bank acknowledges receipt of a notice of redemption
with respect to all bonds maturing on and after May 1, 1997 for
redemption on May 1, 1996 at the price of par and accrued
interest; all in accordance with the provisions of the notice
requirements applicable to said Refunded Bonds and the notice
requirements contained in the ordinance authorizing the
issuance thereof.
The Bank agrees to cause a notice of redemption pertaining
to the above identified bonds of said series to be sent to the
registered owners thereof appearing on the registration books
at least thirty (30) days prior to May 1, 1996.
SECTION 4: The Bank agrees that all cash and Federal
Securities, together with any income or interest earned thereon
(other than "T -Bill Earnings" referenced in Section 11 hereof),
held in the Escrow Fund shall be and is hereby irrevocably
pledged to the payment of the principal of and interest on the
Refunded Bonds which will. mature and become due on and after
the date of this Agreement, and such funds initially deposited
and to be received from maturing principal and interest on the
Federal Securities in the Escrow Fund shall be applied solely
in accordance with the provisions of this Agreement.
SECTION 5: If, for any reason, the funds on hand in the
Escrow Fund shall be insufficient to make the payments set
forth in Exhibit A attached hereto, as the same becomes due and
payable, the City shall make timely deposits to the Escrow
Fund, from lawfully available funds, of additional funds in the
amounts required to make such payments. Notice of any such
insufficiency shall be immediately given by the Bank to the
City by the fastest means possible, but the Bank shall in no
manner be responsible for the City's failure to make such
deposits.
SECTION 6: The Bank shall hold said Federal Securities
and moneys in the Escrow Fund (other than "T -Bill Earnings"
referenced in Section 11 hereof) at all times as a special and
separate trust fund for the benefit of the holders of the
Refunded Bonds, wholly segregated from other moneys and
securities on deposit with the Bank; shall never commingle said
Federal Securities and moneys with other moneys or securities
of the Bank; and shall hold and dispose of the assets therein
only as set forth herein. Nothing herein contained shall be
construed as requiring the Bank to keep the identical moneys,
or any part thereof, in said Escrow Fund, if it is impractical,
but moneys of an equal amount, except to the extent such are
represented by the Federal Securities, shall always be
maintained on deposit in the Escrow Fund by the Bank, as
trustee; and a special account evidencing such facts shall at
all times be maintained on the books of the Bank.
SECTION 7: The Bank shall from time to time collect and
receive the principal of and interest on the Federal Securities
as they respectively mature and become due and credit the same
(other than "T -Bill Earnings" referenced in Section 11 hereof)
to the Escrow Fund. On, or before the last business day next
preceding, each principal and /or interest payment date for the
Refunded Bonds shown in Exhibit A attached hereto, the Bank,
without further direction from anyone, including the City,
shall cause to be withdrawn from the Escrow Fund the amount
required to pay the accrued interest on the Refunded Bonds due
and payable on said payment date and the principal of the
Refunded Bonds due and payable on said payment date, and the
amount withdrawn from the Escrow Fund shall be immediately
transmitted and deposited with the paying agent for each series
of Refunded Bonds to be paid with such amount. The paying
agents for the Refunded Bonds are identified as follows: Texas
American Bank /Fort Worth, N.A. (formerly The Fort Worth
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National Bank), Fort Worth, Texas, MBank Dallas, N.A. (formerly
Mercantile National Bank at Dallas), Dallas, Texas, and
InterFirst Bank Fort Worth, N.A. (formerly the First National
Bank of Fort Worth), as provided in the Refunded Bond
Ordinances (collectively, the "Paying Agents "), and the
respective series or issue for which one or more of the above
identified banks serves as paying agent or co- paying agent is
identified in Exhibit A attached hereto.
If any Refunded Bond shall not be presented for payment
when the principal thereof shall have become due or if any
coupon representing interest payable on a Refunded Bond shall
not be presented for payment at the due date thereof, and if
cash shall at such times be held by the Bank in trust for that
purpose sufficient and available to pay the principal of such
Refunded Bond or to pay such coupon, as the case may be, it
shall be the duty of the Bank to hold said cash without
liability to the holder of such Refunded Bond for interest
thereon after such maturity or redemption date, in trust for
the benefit of the holder of such Refunded Bond or of such
coupon, as the case may be, who shall thereafter be restricted
exclusively to said cash for any claim of whatever nature on
his part on or with respect to said Refunded Bond or coupon,
including for any claim for the payment thereof. All cash
required by the provisions hereof to be set aside or held in
trust for the payment of the Refunded Bonds and coupons shall
be applied to and used solely for the payment of the Refunded
Bonds and coupons with respect to which such cash has been so
set aside in trust.
Subject to the provisions of the last sentence of
Section 28 hereof, cash held by the Bank in trust for the
payment and discharge of any of the Refunded Bonds or coupons
appertaining thereto which remains unclaimed for a period of
four (4) years after the stated maturity dates of such Refunded
Bonds shall be returned to the City.
SECTION 8: All Refunded Bonds and coupons cancelled on
account of payment shall be delivered by the paying agents to
the Bank and such cancelled Refunded Bonds and coupons shall be
cremated or otherwise destroyed by the Bank, and an appropriate
certificate of destruction furnished the City.
SECTION 9: The escrow created hereby shall be irrevocable
and the holders of the Refunded Bonds shall have an express
lien on all moneys and Federal Securities in the Escrow Fund
(other than interest earned on T -Bill Earnings referenced in
Section 11 hereof) until paid out, used and applied in
accordance with this Agreement.
SECTION 10: The Bank shall have no lien whatsoever upon
any of the moneys or Federal Securities in the Escrow Fund for
payment of services rendered hereunder, services rendered as
Paying Agent for the Refunded Bonds, or for any costs or
expenses incurred hereunder and reimbursable from the City.
SECTION 11: If there exists cash in the Escrow Fund on
the respective dates identified in Exhibit D attached hereto in
amounts sufficient to invest the same in the ZERO INTEREST
SLGS, the Bank and the City agree to make timely subscriptions
for and apply such amounts to the purchase of the ZERO INTEREST
SLGS identified in said Exhibit D on the respective dates, in
the respective amounts and scheduled to mature as provided in
subscription forms prepared therefor in such form as may be
then required by the United States Department of the Treasury;
provided that the then existing rules and regulations and
policy of United States Department of the Treasury permit and
authorize such investments. Should the policy, rules and
regulations of the United States Department of Treasury not
permit or authorize the purchase of the ZERO INTEREST SLGS at
such time or times, such cash balance or balances shall remain
uninvested and held in trust for the benefit of the holders of
the Refunded Bonds and used for the payment of the Refunded
Bonds on the dates and in the amount such moneys would have
been expended had such ZERO INTEREST SLGS been acquired and
matured.
If, as a result of maturing or matured Open Market
Securities, there exists cash in the Escrow Fund on the
respective dates identified in Exhibit E attached hereto in
amounts sufficient to invest the same in T- Bills, the Bank and
the City agree to apply such amounts to the purchase of T -Bills
on the respective dates, in the respective amounts and
scheduled to mature as provided in Exhibit E; provided,
however, no investment in a T -Bill shall be made under this
paragraph by the Bank if at the time of the investment the
aggregate of all "T -Bill Earnings" (hereinbelow defined) (i)
theretofore received pursuant to the reinvestments made under
this paragraph and (ii) to be received from the investment then
to be made hereunder exceeds $71,000.00. No T -Bill shall be
purchased with such amounts unless the purchase price therefor
is less than par and the total amount to be received at its
maturity exceeds the purchase price paid therefor. If on the
dates identified in Exhibit E that cash balances are to be
available for investment: in T- Bills, a T -Bill cannot be
purchased at a price less than par which matures on or before
the maximum maturity date applicable to the investment of such
moneys shown in Exhibit E, such cash balance or balances shall
remain uninvested and held in trust for the benefit of the
holders of the Refunded Bonds and used for the payment of the
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Refunded Bonds on the dates and in the amount such moneys would
have been expended had such T -Bills been purchased. If,
pursuant to this paragraph, any T -Bills are purchased, the
amount received at maturity equal to the purchase price paid
therefor shall be and remain a part of the Escrow Fund and the
balance thereof (being the difference between the purchase
price paid therefor and the amount received at maturity - the
"T -Bill Earnings ") shall be immediately transferred to the
City's depository bank by wire transfer or other means to
provide the City with immediately available funds on the same
day the Escrow Agent is in receipt of such amount.
The City agrees to pay the Bank all costs and expenses
including Attorney's fees, if any, incurred, and attributable
to the reinvestment of moneys in the Escrow Fund in ZERO
INTEREST SLGS and T- Bills.
SECTION 12: The Bank shall be authorized to accept
initially and temporarily cash and /or substituted securities
pending the delivery of the Open Market Securities identified
in the Exhibit C attached hereto, or, with the approval and at
the direction of the City, shall be authorized to redeem the
SLGS or ZERO INTEREST SLGS and sell Open Market Securities and
reinvest the proceeds thereof, together with other moneys held
in the Escrow Fund; provided that the Bank receives the
following:
(1) an opinion by an independent certified
public accountant that (i) the initial and temporary
substitution of cash and /or securities for one or
more of the Open Market Securities identified in
Exhibit C pending the receipt and delivery thereof to
the Escrow Agent or (ii) the redemption of one or
more of the SLGS or ZERO INTEREST SLGS or the sale of
one or more Open Market Securities and the
reinvestment of such funds in one or more substituted
securities (which shall be noncallable direct
obligations of the United States of America),
together with the interest thereon and other
available moneys, will, in either case, be sufficient
to pay, as the same become due in accordance with
Exhibit A, the principal of, and interest on, the
Refunded Bonds which have not previously been paid,
and
(2) with respect to an early redemption of SLGS
or ZERO INTEREST SLGS and /or the sale of Open Market
Securities and the reinvestment of the proceeds
thereof, an unqualified opinion of nationally
recognized municipal bond counsel to the effect that
(a) such investment will not cause the Bonds or
Refunded Bonds to be "arbitrage bonds" within the
meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended, and the regulations
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thereunder in effect on the date of such investment,
or otherwise make the interest on the Bonds or the
Refunded Bonds subject to Federal income taxation
and (b) such reinvestment complies with the
Constitution and laws of the State of Texas and with
all relevant documents relating to the issuance of
the Refunded Bonds and the Bonds.
SECTION 13: Except as provided in Section 12 hereof,
moneys in the Escrow Fund will be invested only in the Federal
Securities listed in Exhibits B, C, D and E, respectively, and
neither the City nor the Bank shall reinvest any moneys
deposited in the Escrow Fund except as specifically provided by
this Agreement.
SECTION 14: If at any time through redemption or
cancellation of the Refunded Bonds there exists or will exist
excesses of interest on or maturing principal of the Federal
Securities (other than T -Bill Earnings) in excess of the
amounts necessary hereunder for the Refunded Bonds, the Bank
may transfer such excess amounts to or on the order of the
City, provided that the City delivers to the Bank the following:
(1) an opinion by an independent certified
public accountant that after the transfer of such
excess, the principal amount of securities in the
Escrow Fund, together with the interest thereon and
other available monies, will be sufficient to pay, as
the same become due, in accordance with Exhibit A,
the principal of, and interest on, the Refunded Bonds
which have not previously been paid, and
(2) an unqualified opinion of nationally
recognized municipal bond counsel to the effect that
(a) such transfer will not cause the Bonds or the
Refunded Bonds to be "arbitrage bonds" within the
meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended, and the regulations
thereunder in effect on the date of such transfer, or
otherwise make the interest on the Bonds or the
Refunded Bonds subject to Federal income taxation,
and (b) such transfer complies with the Constitution
and laws of the State of Texas and with all relevant
documents relating to the issuance of the Refunded
Bonds or the Bonds.
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SECTION 15: The Bank shall continuously secure the monies
in the Escrow Fund not invested in Federal Securities by a
pledge of direct obligations of the United States of America,
in the par or face amount at least equal to the principal
amount of said uninvested monies to the extent such money is
not insured by the Federal Deposit Insurance Corporation.
SECTION 16: The Bank shall not be liable or responsible
for any loss resulting from any investment made in the Federal
Securities.
SECTION 17: Should the Bank fail to account for any funds
or the Federal Securities received by it for the account of the
City, such funds and Federal Securities shall be and remain the
property of the Escrow Fund and the City and the holders of the
Refunded Bonds shall be entitled to a preferred claim and shall
have a first lien upon such funds and Federal Securities
enjoyed by a trust beneficiary. The funds and Federal
Securities received by the Bank under this Agreement shall not
be considered as a banking deposit by the City and the Bank and
the City (except with respect to T -Bill Earnings) shall have no
right or title with respect thereto, except as otherwise
provided herein. Such funds and Federal Securities shall not
be subject to checks or drafts drawn by the City.
SECTION 18: The City agrees to pay the Bank for the
performance of services hereunder and as reimbursement for
anticipated expenses to be incurred hereunder the amount of
$15,000.00 and, except for reimbursement of costs and expenses
incurred by the Bank pursuant to Sections 3, 11, 12 and 22
hereof, the Bank hereby agrees said amount is full and complete
payment for the administration of this Agreement.
The City also agrees to deposit with the Bank on the
effective date of this Agreement, the sum of $24,705.00 which
deposit represents the total charges due for all Paying Agents
for the Refunded Bonds. The Bank acknowledges and agrees that
$10,000.00 of the above amount is and represents the total
amount of compensation due the Bank for services rendered as
paying agent for the Refunded Bonds, and the City hereby
represents and warrants that the balance of the foregoing sum
is the total amount due the other paying agents for the
Refunded Bonds. The Bank hereby agrees to pay, assume and be
fully responsible for any additional charges that it may incur
in the performance of its duties and responsibilities as paying
agent for the Refunded Bonds. Furthermore, the Bank agrees to
transmit to the other paying agents identified above for the
Refunded Bonds the amount included in said deposit for paying
agent services to be rendered for the Refunded Bonds in
accordance with the City's instructions.
-12-
The City acknowledges and agrees that the above amount
deposited with the Escrow Agent to cover Paying Agents' charges
and expenses does not include amounts which shall become due
and payable for services rendered by one or more of the Paying
Agents that also serves as "registrar" for fully registered
Refunded Bonds, and the City agrees to pay directly to each
"registrar" for the Refunded Bonds all reasonable costs,
expenses and charges incurred in connection with the
maintenance of the registration books and records and the
transfer of such fully registered obligations as and when such
costs, expenses and charges are incurred and against written
invoices, statements or bills submitted therefor.
SECTION 19: The Bank shall not be responsible for any
recital herein, except with respect to its organization and its
powers and authority. As to the existence or nonexistence of
any fact relating to the City or as to the sufficiency or
validity of any instrument, paper or proceedings relating to
the City, the Bank shall be entitled to rely upon a certificate
signed on behalf of the City by its City Manager or Mayor as
sufficient evidence of the facts therein contained. The Bank
may accept a certificate of the City Secretary under the City's
seal, to the effect that a resolution or other instrument in
the form therein set forth has been adopted by the City Council
of the City, as conclusive evidence that such resolution or
other instrument has been duly adopted and is in full force and
effect.
The duties and obligations of the Bank shall be determined
solely by the express provisions of this Agreement and the Bank
shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be
read into this Agreement against the Bank.
In the absence of bad faith on the part of the Bank, the
Bank may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificate or opinion furnished to the Bank, conforming to the
requirements of this Agreement; but notwithstanding any
provision of this Agreement to the contrary, in the case of any
such certificate or opinion or any evidence which by any
provision hereof is specifically required to be furnished to
the Bank, the Bank shall be under a duty to examine the same to
determine whether it conforms to the requirements of this
Agreement.
The Bank shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Officers of the
Bank unless it shall be proved that the Bank was grossly
negligent in ascertaining or acting upon the pertinent facts.
-13-
The Bank shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of not less than a majority
in aggregate principal amount of all said Refunded Bonds at the
time outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Bank
not in conflict with the intent and purpose of this Agreement.
For the purposes of determining whether the holders of the
required principal amount of said Refunded Bonds have concurred
in any such direction, Refunded Bonds owned by any obligor upon
the Refunded Bonds, or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with such obligor, shall be disregarded, except that
for the purposes of determining whether the Bank shall be
protected in relying on any such direction only Refunded Bonds
which the Bank knows are so owned shall be so disregarded.
The term "Responsible Officers" of the Bank, as used in
this Agreement, shall mean and include the Chairman of the
Board of Directors, the President, any Vice President and any
Second Vice President, the Secretary and any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and every
other officer and assistant officer of the Bank customarily
performing functions similar to those performed by the persons
who at the time shall be officers, respectively, or to whom any
corporate trust matter is referred, because of his knowledge of
and familiarity with a particular subject; and the term
"Responsible Officer" of the Bank, as used in this Agreement,
shall mean and include any of said officers or persons.
SECTION 20: The forms of the Refunded Bonds are hereby
incorporated herein by reference, mutatis mutandis, with the o
same effect as if herein set forth and shall cntinue to remain
in full force and effect except that from and after the date of
this Agreement, forms of said Refunded Bonds shall be deemed
amended to reflect the provisions of this Agreement dated as of
the date hereof. In this connection upon any transfer,
exchange, registration or other issuance of any of the Refunded
Bonds which may hereafter occur, the Bank may stamp the new
Refunded Bonds issued with the following legend:
"The Bonds will be paid or redeemed as provided in the
ordinance referred to in this Bond and the Special Escrow
Agreement between the City and the Escrow Bank dated as of
December 12, 1985. This Bond is subject to the provisions of
said Special Escrow Agreement, a copy of which is on file with
the Escrow Bank."
-L4-
SECTION 21: Time shall be of the essence in the
performance of obligations from time to time imposed upon the
Bank by this Agreement.
SECTION 22: In the event of any disagreement or
controversy hereunder or if conflicting demands or notices are
made upon Bank growing out of or relating to this Agreement or
in the event that the Bank in good faith is in doubt as to what
action should be taken hereunder, the City expressly agrees and
consents that the Bank shall have the absolute right at its
election to:
(a) Withhold and stop all further proceedings
in, and performance of, this Agreement with respect
to the issue in question and of all instructions
received hereunder in regard to such issue; and
(b) File a suit in interpleader and obtain an
order from a court of appropriate jurisdiction
requiring all persons involved to interplead and
litigate in such court their several claims and
rights among themselves.
In the event the Bank becomes involved in litigation in
connection with this Agreement, the City agrees to indemnify
and save the Bank harmless from all loss, cost, damages,
expenses and attorney fees suffered or incurred by the Bank as
a result thereof. The obligations of the Bank under this
Agreement shall be performable at the principal corporate
office of the Bank in the City of Fort Worth, Texas.
The Bank may advise with legal counsel in the event of any
dispute or question as to the construction of any of the
provisions hereof or its duties hereunder, and it shall incur
no liability and shall be fully protected in acting in
accordance with the opinion and instructions of such counsel.
SECTION 23: Promptly after December 31 of each calendar
year, commencing with the year 1985, so long as the Escrow Fund
is maintained under this Agreement, the Bank shall forward by
letter to the City, to the attention of the City Manager, a
statement in detail of the Federal Securities and monies held,
and the current income and maturities thereof, and the
withdrawals of money from the Escrow Fund for the preceding
calendar year.
SECTION 24: Any notice, authorization, request or demand
required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed as
follows:
-15-
CITY OF EULESS, TEXAS:
201 North Ector Drive
Euless, Texas 76039
Attention: Director of Finance
TEXAS AMERICAN BANK /FORT WORTH, N.A.
P. O. Box 2050
Fort Worth, Texas 76113
Attention: Corporate Trust Division
The United States Post Office registered or certified mail
receipt showing delivery of the aforesaid shall be conclusive
evidence of the date and fact of delivery.
Any party hereto may change the address to which notices
are to be delivered by giving to the other parties not less
than ten (10) days prior notice thereof.
SECTION 25. Whenever under the terms of this Agreement
the performance date of any provision hereof, including the
date of maturity of interest on or principal of the Refunded
Bonds, shall be a Sunday or a legal holiday or a day on which
the Bank is authorized by law to close, then the performance
thereof, including the payment of principal of and interest on
the Refunded Bonds, need not be made on such date but may
performed or paid, as the case may be, on the next succeeding
business day of the Bank with the same force and effect as if
made on the date of performance or payment and with respect to
a payment, no interest shall accrue for the period after such
date.
SECTION 26. The City covenants that it will faithfully
perform at all times any and all covenants, undertakings,
stipulations and provisions contained in this Agreement, in any
and every said Refunded Bond as executed, authenticated and
delivered and in all proceedings pertaining thereto as said
Refunded Bonds shall have been modified as provided in this
Agreement. The City covenants that it is duly authorized under
the Constitution and laws of the State of Texas to execute and
deliver this Agreement, that all actions on its part for the
payment of said Refunded Bonds as provided herein and the
execution and delivery of this Agreement have been duly and
effectively taken and that said Refunded Bonds and coupons in
the hands of the holders and owners thereof are and will be
valid and enforceable obligations of the City according to the
import thereof as provided in this Agreement.
-16-
SECTION 27. If any one or more of the covenants or
agreements provided in this Agreement on the part of the
parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from
the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions
of this Agreement.
SECTION 28. This Agreement shall terminate when the
Refunded Bonds and coupons appertaining thereto have been paid
and discharged in accordance with the provisions of this
Agreement. If any Refunded Bonds or coupons are not presented
for payment when due and payable, the nonpayment thereof shall
not prevent the termination of this Agreement. Funds for the
payment of any nonpresented Refunded Bonds or coupons shall
upon termination of this Agreement be held by the Bank for such
purpose in accordance with Section 7 hereof. Any moneys or
Federal Securities held in the Escrow Fund at termination and
not needed for the payment of the principal of or interest on
any of the Refunded Bonds shall be paid or transferred to the
City.
SECTION 29: The Bank shall not be responsible or liable
to any person in any manner whatever for the sufficiency,
correctness, genuineness, effectiveness, or validity of the
deposits made pursuant to this Agreement, or for the form or
execution thereof, or for the identity or authority of any
person making or executing such deposits. This Agreement is
between the City and the Bank only and in connection therewith
the Bank is authorized by the City to rely upon the
representations of the City with respect to this Agreement and
the deposits made pursuant: hereto and as to this City's right
and power to execute and deliver this Agreement, and the Bank
shall not be liable in any manner as a result of such
reliance. The duty of the Bank hereunder shall only be to the
City and the holders of the Refunded Bonds. Neither the City
nor the Bank shall assign or attempt to assign or transfer any
interest hereunder or any portion of any such interest. Any
such assignment or attempted assignment shall be in direct
conflict with this Agreement and be without effect.
SECTION 30: This Agreement shall inure to the benefit of
and be binding upon the Bank and the City and their respective
successors.
-17-
SECTION 31: This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all
purposes as one original and shall constitute and be but one
and the-same instrument. This Agreement shall be governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their duly authorized officers
and their corporate seals to be hereunto affixed and attested
as of the date first above written.
ATTEST:
City Secretary
(City Seal)
ATTEST:
Authorized Signer
(Bank Seal)
CITY OF EULESS, TEXAS
Mayor
TEXAS AMERICAN BANK FORT WORTH, N.A.
Fort Worth, Texas
as Escrow Agent
Vice President and Trust Officer
-18-
EXHIBIT A
SPECIAL, ESCIUW AGPEEME`7r
CITY of EULESS, TEXAS
Page 1 of 5
9LTE
PRiK iPAL
'n' TERES:
DEBT SEW!CE
111 1986
15.000.[0
23,843.3
38,043.75
3/01/1.986
1 0
44,472.51
199,472.51
5,41/1986
1. 100. Co
.50,6 %B.'S
225,678.3
5 15':986
137,290.10
137,290.00
''01/1986
S.001.00
25,676.25
27,676.25
9.01/1986
46,J00.00
41,500.01
.81,500.01
11/01/1986
146,397,50
146,397.50
11/15/1986
68,645.00
68,645.00
:10111987
20,000.00
22,551.25
42,551.25
3/01/1987
110,000.30
49,115.01
199,115.01
5/01/1987
- 5,000.00
146.397.50
221,397.50
5/15!:987
25.900.40
68.645.00
93,645.00
?/01/1 ?87
5,000.00
22,061.25
2 ?,061.25
4 0:/1947
90.909.40
46.035.11
175,])5.41
01 %1987
142,:16..5
142.116.25
1: 1::987
6 ?,270.30
67,270.90
1'31/1988
23.100.00
21. 36.25
01.936.25
30:.'1988
:i0,J0h.00
83.903.91
193,900.01
5 41/1988
24.000.94
1411.116.25
222,116.25
^.15/1988
30,044.90
o7.270.04
97.270.30
-:31.'1988
5.004.00
21,446.25
26,446.:5
9%41,1988
45.700.00
80.320.01
175,820.01
1488
137,566.25
137,566.25
11:15/:988
65.620.00
65.620.00
:11/1989
20,.200.00
21,321.25
41.321.25
3'01/1989
120,900.00
78,590.81
198,590.01
4 %01/1989
110.000.00
137,566.25
247,566.25
5/15/1989
30,000.00
65,620.00
95,620.00
7/01/1989
5,000.00
20,831.25
25,631.25
9/0 11/1989
95,000.00
75,240.61
170,148.01
11/01/1989
131178.75
i31,278.75
11/15/1989
63,970.00
63,910.00
1/01/1990
20,000.00
20,706.25
40,706.25
3/01/1990
120,000.00
73,016.61
193,010.01
5/01/1990
110,000.00
131,278.75
241,278.15
5/15/1990
35,000.00
63,970.00
98,970.00
7/91/1990
5,000.00
20,216.25
25,216.25
9/01/1990
100,000.00
69,660.01
169,660.01
11/01/1990
125,516.25
125,516.25
li/15/1990
62,045.00
62,045.00
EXHIBIT A
SPFCI_AL ESCIM AGFM4E T
CITY OF EULESS, TEXAS Page 2 of 5
Cnj8 CD ARANT5
Qa
PP'.NC:PPL
ISTEREST
;;EBT ;Ilk -1 U
1/01/1991
20,000.00
:0,091.25
40,091.:°
3/014991
130.000.00
67,316.26
197,316.26
5/01/1991
:15,000.70
125,516.25
200,516.25
5/15.1991
+0,000.00
62,045.00
102, ?45.00
701/1991
5,000.00
19,611.25
24,601.:5
901/1991
100,900.00
63,716.26
163.716.26
11/01/1991
120,635.06
120.635.08
11/15,1991
59,845.00
59,845.00
1/01/1492
:0,000.00
19,476.25
39,476.25
3/01/1992
150,000.00
61,347.51
211,347.51
5/01/1992
120,300.00
120.635.:0
240,635.00
5/15/1992
40,000.00
50,345.60
99,045.30
7101.1992
5.000.90
18,486.:5
23,+86.25
x/01/1992
10J.J0e.0a
50,967.51
156,907.51
11/01 -:992
:15.437.50
115,437.50
11/15/1992
57,645.."0
57.045.60
1,01/1993
18,861.25
3,361.25
3 %0:/1993
1.'0,009.00
54,573.:5
224,573.70
5/01/1993
129,000.00
:15, +37.'4
235,.37.50
5/15/1 93
+5.300.70
51 , 645.90
.02,645.00
1'01.1993
5,070.00
18,801.25
25,661.25
;/01/1993
-130,:00.00
49,693.76
179,693.76
:1 01/1993
110,168.75
IIO,ibO. 5
11.15/1993
55,176.00
55,170. i0
1•01/1994
18,736.25
18,736.2i
3/01'1994
200,00•1.00
46,453.13
246,453.13
5/01/1994
125,000.06
110,166.75
235,168.75
5/15/1994
50,000.00
55,171.00
105,170.00
7/01/1994
5,000.00
16,736.25
23,736.25
9/01/1994
130,000.00
40,478.13
170,478.13
11/01/1994
104,661.00
104,600.J0
11/15/1994
52,420.00
52,420.00
1/01/1995
16,611.25
10,611.25
3/01/1995
200,000.00
37,218.3
237,218.75
5/01/1905
155,000.30
104,600.00
259,600.30
5/15/1995
55,000.00
52,421.00
107,420,00
7/01/1995
60,000.00
18,611.25
78,611.25
9/01/1995
75,000.06
31,243.75
106,243.75
11/01/1995
97,562.50
97,562.56
11/15/1995
49,39530
49,395.00
EXHIBIT A
SPECIAL. ESCROW AGPEE=
CITY OF EULESS, TEXAS
Page 3 of 5
p�
PPI4CIPPL
14TER ST
VUT SERVICE
1/01/1996
17,456. ?5
17,456.25
301/1996
206,J00.00
29,031.25
229,031. ?5
501/1996
1.869,000.00
97,562.50
:.957,562.50
5/15/1996
67.000.00
+9.3°5.00
109,395.00
7/01/1996
65,700.00
17,x56.25
82,056.25
9/01/1996
75,000.00
23.006.:5
98,006.25
11 /01 %1996
6,162.50
6,151.50
11/15/1996
46,920.00
46,910.00
1/01/1997
10,205.00
16,205.00
3/01/1997
200,000.00
20.775.00
120,775.00
5/01/1997
70,000.00
6.16 2.50
?6,162.50
5/:5 %1.997
70,000.00
46,920.0
116,920.00
7/01/1997
70,000.00
16,105..7
36,205.90
9/01/1997
1.000.00
:5,;00.J0
?0.600.00
1110:%1997
3.167.50
3.187.50
1115/1997
.3,980.00
43.980.00
1/01,1998
14,857.50
14,457.50
3/0 11998
i00.080.70
:3,350.00
113,350.00
5/01/1995
75,000.00
3. 187.5,1
%6,187.50
5/15'1096
75,'-.00,00
43,980.30
118, 980.00
711/1996
70,000.'130
14,457.50
34,857.50
9/01'1998
75,000.70
10,650.00
85,650.00
11/154908
40,755. +)0
30,755.00
1/01/1999
13,492.50
13,492.50
3/01/1999
170,000.00
8,400.00
108.400.00
5/15/1999
80,000.00
40,755.00
120,755.00
711 %1999
70,000.00
13,492.50
83,492.50
9/01/1999
100,000.00
5,700.00
105,700.00
ii,i5/1999
37,155.00
37,255.00
1101/2000
12,127.50
12,127.50
3/01/2000
100,000.00
2,700.00
102.700.00
5/15/2000
90,000.00
37,255.00
127,155.00
7/01/2000
70,000.00
12,117.56
82,117.50
11/15/2000
33,250.00
33,250.00
1/01/2001
10,762.50
10,762.50
5/15/1001
100.000.00
33,150.00
133,250.00
7/01/2001
75,300.00
10,762.50
85,762.50
11/15/2001
28,800.00
28,800.00
1/01/2002
9,300.00
9,300.00
5/15/1002
110,000.J0
28,800.00
138,800.00
EXHIBIT A
SPECIAL ESCRCW AGREEM717P
CITY OF EULESS, TEXAS
Page 4 of 5
(ft-Ti
PPINC:PAL
INTEREST
DEBT SERVICE
?/91/2082
75,000.00
9.30].00
86,300.00
::/1(1/2882
23,850.00
23,850.00
1.01/2003
7, ^56.25
7,556.25
5/15,2003
'.20,000.00
23,850.00
163,850.00
7.011:003
90,000.00
7,556.25
87.556.25
11 15 2003
18.650.00
18,050.00
1/01/ 2900
5,696.25
5,696.25
5/15.2000
130,070.00
16.450.00
148,450.00
7/01:2004
80.000.00
5,696.25
85,696.25
11/15/2004
12.600.00
12.600.00
:01/2005
3,836.25
3,836.25
5`15 %2705
:50,00mo
12,600.00
162.600.00
7/01'2005
90.000.00
',836.25
83.836.25
11/152095
4.600.00
6,600.00
1'81/2006
1,976.25
1,976.25
5-15/1,066
:65.(100.00
6,600.00
171.600.00
7:01/2006
85.300.30
1.976.25
86,976.25
°DIALS
9.895.000.00
6,652,655.17
15, ?4 ?.655.17
Series Paying Agent
EXHIBIT A
SPECIAL ESCROW AGREEMENT
CITY OF EULESS, TEXAS
Page 5 of 5
Co- Paying Agent
Series
1964
InterFirst Bank Fort Worth, N.A.
n/a
Series
1965
MBank Dallas, N.A.
n/a
Series
1966
InterFirst Bank Fort Worth, N.A.
n/a
Series
1968
InterFirst Bank Fort Worth, N.A.
n/a
Series
1971
MBank Dallas, N.A.
n/a
Series
1973
MBank Dallas, N.A.
n/a
Series
1975
Texas American Bank /Fort Worth,N.A.
n/a
Series
1979
InterFirst Bank Fort Worth, N.A.
Texas
Series
1983
InterFirst Bank Fort Worth, N.A.
Texas
Series
1984
Texas American Bank /Fort Worth,N.A.
n/a
Series
1985
Texas American Bank /Fort Worth,N.A.
n/a
American Bank /Fort Worth, N.A.
American Bank /Fort Worth, N.A.
EXHIBIT B
SPECIAL ESCROW AGREEMENT
CITY OF EULESS, TEXAS
CERTIFICATES OF IHIEBTEONESS
PRINCIPAL
INTEREST
ISSIE
MATURITY
e�m
RATE
9ex
m
154,300
6.0200
12/12/1985
3/01/1986
126,200
6.2400
12/12/1985
5/01/1986
82,200
6.3500
12/12/1985
5/15/1986
9,700
6.4300
12/12/1985
7/01/1986
78,600
6.5200
12/12/1985
9/01/1966
20,500
6.6000
12/12/1985
11/01/1966
6,200
6.6400
12/12/1965
11/15/1986
Page I of 4 pages
EXHIBIT B
SPECIAL ESCROW AGREEMENT Page 2 of 4 pages
CITY OF EULESS, TEXAS
SIDS TO BE PURCHASED
FOR ES" FUK
UNITED STATES TREASURY NOTES
PRINCIPAL
INTEREST
ISSN
MATURITY
lat INT
ma
PAY DATE
26,600
6.7000
12/12/1985
1/01/1987
7/01/1986
100,000
6.8200
12/12/1985
310111987
3/01/1986
96,700
6.9600
12/12/1985
5/01/1987
5/01/1986
31,500
7.0400
12/12/1985
5/15/1907
5/15/1986
12,000
7.1200
12/12/1965
710111987
7/01/1986
80,300
7.2600
12/12/1985
9/01/1967
3/01/1986
20,800
7.4000
12/12/1985
11/01/1987
5/01/1986
6,200
7.4500
12/12/1985
11/15/1987
5/15/1986
27,400
7.5000
12/12/1905
1/01/1988
7/01/1986
101,000
7.5800
12/12/1985
3/01/1988
3/01/1986
101,600
7.6500
12/12/1965
5/01/1988
5/01/1986
36,400
7.6800
12/12/1985
5/15/1988
5/15/1986
13,000
7.7100
12/12/1985
710111988
7/01/1986
86,700
7.7600
12/12/1985
9/01/1988
3/01/1966
20,900
7.6100
12/12/1985
11/01/1988
5/01/1986
6,300
7.8400
12/12/1985
11115/1968
5/15/1986
28,200
7.8700
12/12/1985
1/01/1989
7/01/1986
112,900
7.9200
12/12/1985
3/01/1969
3/01/1986
131,800
7.9700
12/12/1965
5/01/1909
5/01/1986
36,400
7.9900
12/12/1985
5/15/1989
5/15/1986
13,900
8.0100
12/12/1985
7/01/1989
7/01/1986
89,100
8.0500
12/12/1985
9/01/1989
3/01/1986
20,600
8.0900
12/12/1985
11/01/1989
5/01/1986
6,300
8.1000
12/12/1985
11/15/1989
5/15/1966
29,400
8.1100
12/12/1985
1/01/1990
7/01/1986
115,300
8.1400
12/12/1985
3/01/1990
3/01/1966
131,500
8.1700
12/12/1905
5/01/1990
5/01/1986
41,600
8.1800
12/12/1965
5/15/1990
5/15/1986
15,000
8.2000
12/12/1965
7/01/1990
7/01/1986
96,700
0.2300
12/12/1985
9/01/1990
3/01/1986
21,200
8.2600
12/12/1985
11/01/1990
5/01/1986
6,300
8.2700
12/12/1985
11/15/1990
5/15/1986
30,500
0.2900
12/12/1905
1/01/1991
7/01/1986
1281400
8.3200
12/12/1905
3/01/1991
3/01/1986
137,000
0.3600
12/12/1965
5/01/1991
5/01/1986
46,500
8.3600
12/1211985
5115/1991
5/15/1966
16,300
8.3900
12/12/1985
710111991
7/01/1986
100,100
0.4300
12/12/1985
9/01/1991
3/01/1986
22,906
8.4700
12/12/1985
11/01/1991
5/01/1986
6,300
8.4900
12/12/1985
11/15/1991
5/15/1986
EXHIBIT B
SPECIAL ESCROW AGREE "LENT
CITY OF EULESS, TEXAS
SLGS TO BE PURCHASED
FOR ESCROW FllO
TYPE • UNITED STATES TREASURY NOTES
Page 3 of 4 pages
PRINCIPAL
INTEREST
ISSUE
MATURITY
let INT
MT
RATE
ATE
M
PAY DATE
31,900
8.5100
12/12/1985
1/01/1992
7/01/1986
151,900
8.5400
12/12/1985
3/01/1992
3/01/1986
143,800
8.5800
12/12/1985
5/01/1992
5/01/1986
46,600
8.6000
12/12/1985
5/15/1992
5/15/1986
17,700
8.6100
12/12/1985
7/01/1992
7/01/1986
104,100
8.6400
12/12/1905
9/01/1992
3/01/1986
24,800
8.6600
12/12/1985
11/01/1992
5/01/1986
6,400
8.6700
12/12/1985
11/15/1992
5/15/1986
13,300
8.6700
12/12/1905
1/01/1993
7/01/1966
176,200
8.6800
12/12/1985
3/01/1993
3/61/1986
131,800
8.6900
12/12/1985
5/01/1993
5/01/1986
51,700
8.6900
12/12/1985
5/15/1993
5/15/1986
19,000
0.7000
12/12/1965
7/01/1993
7/01/1986
138,900
8.7000
12/12/1985
9/01/1993
310111986
13,300
8.7100
12/12/1985
11/01/1993
5/01/1986
6,400
8.7200
12/12/1965
11/15/1993
5/15/1986
14,700
8.7200
12/12/1985
1/01/1994
7/01/1986
205,700
8.7300
12/12/1905
3/01/1994
3/01/1966
135,900
8.7300
12/12/1985
5/01/1994
5/01/1986
56,700
8.7400
12/12/1965
5/15/1994
5/15/1986
20,300
8.7400
12/12/1985
7/01/1994
7/01/1986
138,700
8.7500
12/12/1965
9/01/1994
3/01/1986
10,300
8.7600
12/12/1985
11/01/1994
5/01/1986
6,400
8.7600
12/12/1965
11/15/1994
5/15/1986
16,100
8.7600
12/12/1985
1/01/1995
7/01/1986
211,500
8.7700
12/12/1985
3/01/1995
3/01/1906
167,700
0.7800
12/12/1965
5/01/1995
5/01/1986
52,800
8.7800
12/12/1985
5/15/1995
5/15/1986
40,700
8.7800
12/12/1965
7/01/1995
7/01/1986
71,900
8.7900
12/12/1985
9/01/1995
3/01/1986
14,000
8.8000
12/12/1985
11/01/1995
5/01/1986
EXHIBIT B
SPECIAL ESCROW
AGREEMENT
Page 4 of 4 pages
CITY OF
EULESS,
TEXAS
SLGS
TO BE PURCHASED
FOR ESCROW FUND
UNITED STATES TREASURY BONDS
PRINCIPAL
INTEREST
ISSUE
MATURITY
1st INT
101,311
RATE
98M
RmT
PAY DATE
1,505,800
8.8200
12/12/1995
5/01/1996
5/01/1986
58,400
8.8300
12/12/1985
5/15/1996
5/15/1986
73,400
8.8400
12/12/1985
9/01/1996
3/01/1986
56,700
8.8700
12/12/1985
5/01/1997
5/01/1906
68,300
8.8700
12/12/1985
5/15/1997
5/15/1986
73,800
8.8900
12/12/1985
9/01/1997
3/01/1966
74,900
8.9200
12/12/1985
5/15/1998
5/15/1986
16,100
8.9300
12/12/1985
9/01/1998
3/01/1986
80,300.
8.9700
12/12/1985
5/15/1999
5/15/1986
1,400
8.9700
12/12/1985
7/01/1999
7/01/1986
90,500
9.0200
12/12/1985
5/15/2000
5/15/1986
1,300
9.0400
12/12/1985
11/15/2000
5/15/1986
101,300
9.0700
12/12/1985
5/15/2001
5/15/1986
1,000
9.0900
12/12/1965
11/15/2001
5/15/1986
111,100
9.1100
12/12/1985
5/15/2002
5/15/1986
2,400
9.1400
12/12/1965
11/15/2002
5/15/1986
121,500
9.1600
12/12/1985
5/15/2003
5/15/1986
2,800
9.1800
12/12/1985
11/15/2003
5/15/1986
133,000
9.2000
12/12/1985
5/15/2004
5/15/1986
3,300
9.2200
12/12/1985
11/15/2004
5/15/1986
103,600
9.2400
12/12/1985
5/15/2005
5/15/1986
1,400
9.2500
12/12/1985
11/15/2005
5/15/1906
1,500
9.2400
12/12/1985
5/15/2016
5/15/1986
EXHIBIT C
SPECIAL ESCROW AGP 24ENT
CITY OF EULESS, TEXAS
Page 1 of 7
2/15/1993
6,855.80
10.20000
14,000
1/15/1993
6,057.22
10.20000
13,008
2/15/1994
9,715.42
10.25006
22,000
8/15/1994
9,661.84
10.25000
23,000
2/15/1995
8,391.60
10.25000
21,000
5/15/1995
17,546.10
10.25006
45,001
8/15/1995
14,444.56
10.25000
38,000
11/15/1995
9,269.56
16.25000
25,000
2/15/1996
216,963.52
11.30000
603,000
5/15/1996
31,586.40
11.30000
90,000
8/15/1996
7,186.62
10.30000
21,000
11/15/1996
7,676.71
11.30000
23,001
2/15/1997
74,236.13
11.50001
233,061
5/15/1997
29,196.41
11.50000
94,000
6/15/1997
4,843.52
10.50001
16,000
11/15/1997
6,197.31
10.50000
21,000
2/15/1998
54,303.21
11.60000
191,000
5/15/1998
25,216.10
10.60006
91,000
0/15/1998
18,630.00
10.60000
69,000
11/15/1998
5,263.00
10.60000
20,000
2/15/1999
27,347.76
10.70000
108,000
5/15/1999
21,959.86
10.70000
89,000
8/15/1999
25,238.85
10.70000
105,000
11/15/1999
4,449.99
10.70000
19,000
2/15/1000
23,272.32
11.70000
102,100
5/15/2000
19,564.16
11.70000
88,601
11/15/2000
3,376.48
11.70000
16,000
5/15/2801
18,220.21
11.71101
91,000
11/15/1101
20852.11
11.71060
15,000
5/15/1002
16,243.21
11.70001
98,101
11/15/2002
2,155.04
11.70001
12,060
5/15/2013
15,123.66
11.71800
93,000
11/15/1003
1,543.66
11.70001
16,601
5/15/2084
13,186.80
11.70001
90,006
11/15/1004
1,112.64
11.70000
8,000
5/15/1005
16,387.12
11.65000
138,000
11/15/1005
885.51
11.65100
7,001
5/15/2086
31,168.96
11.60001
257,000
TOTALS
809,252.01
3,111,000
Exhibit C
Page 2 of 7
APPLICATION OF STRIPS TO REDl10E DEBT SERVICE
for
Pre -1978 Refunded
Bonds
DEBT PAY
STRIPS PAY
mATURIN6
AT
AQA
DEBT SERVICE
STRIPS
MAICE
1/01/1986
38,043.75
38,043.75
3/01/1986
173,210.01
173,210.01
7/01/1986
27,676.25
27,676.25
9/01/1986
105,237.51
105,237.51
110111987
42,551.25
42,551.25
3/01/1987
174,477.51
174,477.51
7/01/1987
27,061.25
27,061.25
9/01/1987
101,397.51
101,397.51
1/01/1988
41,936.25
41,936.25
3/01/1988
170,637.51
170,637.51
7/01/1988
26,446.25
26,446.25
9/01/1988
102,557.51
102,557.51
1/01/1989
41,321.25
41,321.25
3/01/1989
176,702.51
176,702.51
7/01/1969
25,831.25
25,831.25
9/01/1989
90,352.51
98,352.51
1/01/1990
40,706.25
40,706.25
3/01/1990
172,497.51
172,497.51
7/01/1990
25,216.25
25,216.25
9/01/1990
99,147.51
99,147.51
1/01/1991
40,091.25
40,091.25
3/01/1991
178,178.76
178,178.76
7/01/1991
24,601.25
24,601.25
9/01/1991
94,570.76
94,578.76
1/01/1992
39,476.25
39,476.25
3/01/1992
193,610.01
193,610.01
7/01/1991
23,986.25
23,966.25
9/01/1992
89,230.01
89,230.01
1/01/1993
18,861.25
18,861.25
3/01/1993
208,261.26
208,161.26
7/01/1993
13,661.15
23,861.25
9/01/1993
88,301.26
88,381.26
1/01/1994
18,736.25
18,736.25
3/01/1994
232,315.63
232,315.63
7/01/1994
23,736.25
23,736.25
9/01/1994
81,340.63
81,340.63
1/01/1995
18,611.25
18,611.25
3/01/1995
225,275.00
225,275.00
7/01/1995
5/15/1995
78,611.25
36,000
42,611.25
9/01/1995
8/15/1995
19,300.00
19,000
300.00
Exhibit C
Page 3 of 7
APPLICATION OF STRIPS TO REDUCE DEBT SERVICE
for
Pre -1978 Refunded
Bonds
DEBT PAY
STRIPS PAY
MATURING
AQ
ET
AT
pE@T SERVICE
STRIPS
BALANCE
1/01/1996
11/15/1995
17,456.25
17,000
456.25
3/01/1996
2/15/1996
219,300.00
219,000
300.00
7/01/1996
5/15/1996
82,456.25
82,000
456.25
9/01/1996
8/15/1996
13,275.00
13,000
275.00
1/01/1997
11/15/1996
16,205.00
16,000
205.00
3/01/1997
2/15/1997
213,275.00
213,000
275.00
7/01/1997
5/15/1997
86,205.00
86,000
205.00
9/01/1997
8/15/1997
8,100.00
8,000
100.00
1/01/1998
11/15/1997
14,857.50
14,000
857.50
3/01/1998
2/15/1998
108,100.00
108,000
100.00
7/01/1998
5/15/1998
84,857.50
84,000
857.50
9/01/1998
8/15/1998
5,400.00
5,000
400.00
1/01/1999
11/15/1998
13,492.50
13,000
492.50
3/01/1999
2/15/1999
105,400.00
105,000
400.00
7/01/1999
5/15/1999
83,492.50
83,000
492.50
9/01/1999
8/15/1999
2,700.00
2,000
700.00
1/01/2000
11/15/1999
12,127.50
12,000
127.50
3/01/2000
2/15/2000
102,700.00
102,000
700.00
7/01/2000
5/15/2000
62,127.50
82,000
127.50
1/01/2001
11/15/2000
10,762.50
10,000
762.50
7/01/2001
5/15/2001
85,762.50
85,000
762.50
1/01/2002
11/15/2001
9,300.00
9,000
300.00
7/01/2002
5/15/2002
84,300.00
84,000
300.00
1/01/2003
11/15/2002
7,556.25
7,000
556.25
7/01/2003
5/15/2003
87,556.25
87,000
556.25
1/01/2004
11/15/2003
5,696.25
5,000
696.25
7/01/2004
5/15/2004
85,696.25
65,000
696.25
1/01/2005
11/15/2004
3,836.25
3,000
836.25
7/01/2005
5/15/2005
83,836.25
83,000
836.25
1/01/2006
11/15/2005
1,976.25
1,000
976.25
7/01/2006
5/15/2006
86,976.25
86,000
976.25
TOTALS
5,256,833.92
1,864,000
3,392,833.92
DEBT PAY
PTE
3/01/1986
9/01/1986
3/01/1987
9/01/1987
3/01/1988
9/01/1988
3/01/1989
9/01/1989
3/01/1990
9/01/1990
3/01/1991
9/01/1991
3/01/1992
9/01/1992
3/01/1993
9/01/1993
3/01/1994
9/01/1994
3/01/1995
9/01/1995
3/01/1996
9/01/1996
3/01/1997
9/01/1997
3/01/1998
9/01/1998
3/01/1999
9/01/1999
APPLICATION OF STRIPS TO REDUCE DEBT SERVICE
for Series 1979 Refunded Bonds
STRIPS PAY MATURING
QBIE DEBT SERVICE STRIPS
2/15/1994
8/15/1994
2/15/1995
8/15/1995
2/15/1996
8/15/1996
2/15/1997
8/15/1997
2/15/1996
8/15/1998
2/15/1999
8/15/1999
26,262.50
76,262.50
24,637.50
74,637.50
23,262.50
73,262.50
21,887.50
71,067.50
20,512.50
70,512.50
19,137.50
69,137.50
17,737.50
67,737.50
16,312.50
91,312.50
14,137.50
89,137.50
11,943.75
86,943.75
9,731.25
84,731.25
7,500.00
82,500.00
5,250.00
80,250.60
3,000.00
103,006.00
6,000
6,000
6,000
5,000
6,000
5,000
5,000
5,000
5,000
64,000
3,000
103,000
TOTALS 1,342,625.00 219,000
Exhibit C
Page 4 of 7
BALANCE
26,262.50
76,262.50
24,637.50
74,637.50
23,262.50
73,262.50
21,887.50
71,887.50
20,512.56
70,512.50
19,137.50
69,137.50
17,737.50
67,737.50
16,312.50
91,312.50
8,137.50
83,137.50
5,943.75
81,943.75
3,731.25
79,731.25
2,500.00
77,500.00
250.00
16,250.00
1,123,625.00
Exhibit C
Page 5 of 7
APPLICATION OF STRIPS TO REDUCE DEBT SERVICE
for Series 1983 Refunded Bonds
DEBT PAY STRIPS PAY MATURING
Tl D—AN DEBT SERVICE STRIPS @AL.AICE
5/01/1986
50,966.25
50,966.25
11/01/1986
24,622.50
24,622.50
5/01/1987
49,622.50
49,622.50
11/01/1987
23,278.75
23,278.75
5/01/1988
53,278.75
53,278.75
11/01/1968
21,666.25
21,666.25
5/01/1989
56,666.25
56,666.25
11/01/1989
19,785.00
19,785.00
5/01 /1990
54,785.00
54,785.00
11/01/1990
181428.75
18,428.75
5/01/1991
58,420.75
58,428.75
11/01/1991
16,828.75
16,828.75
5/01/1992
61,828.75
61,828.75
11/01/1992
15,006.25
15,006.25
5/01/1993
60,006.25
60,006.25
11/01/1993
13,150.00
13,150.00
5/01/1994
2/15/1994
63,150.00
3,000
60,150.00
11/01/1994
8/15/1994
11,050.00
4,000
7,050.00
5/01/1995
2/15/1995
66,050.00
3,000
63,050.00
11/01/1995
8/15/1995
8,712.50
3,000
5,712.50
5/01/1996
2/15/1996
68,712.50
3,000
65,712.56
11/01/1996
8/15/1996
6,162.50
3,000
3,162.50
5/01/1997
2/15/1997
76,162.50
15,000
61,162.50
11/01/1997
8/15/1997
3,187.50
3,000
187.50.
5/01/1998
2/15/1998
78,187.50
78,000
187.50
TOTALS
979,723.75
115,000
864,723.75
Exhibit C
Page 6 of 7
APPLICATION OF STRIPS TO REDUCE DEBT
SERVICE
for
Series 1984 Refunded
Bonds
DEBT PAY
STRIPS PAY
MATURIN6
QIITE
DEBT SERVICE
STRIPS
@QI„A4CE
5/01/1986
174,712.50
174,712.50
11/01/1986
121,775.00
121,775.00
5/01/1987
171,775.00
171,775.00
11/01/1987
118,837.50
118,837.50
5/01/1988
168,837.50
168,837.50
11/01/1988
115,900.00
115,900.00
5/01/1989
190,900.00
190,900.00
11/01/1989
111,493.75
1111493.75
5/01/1990
186,493.75
166,493.75
11/01/1990
107,087.50
107,087.50
5/01/1991
182,087.50
182,067.50
11/01/1991
103,806.25
103,806.25
5/01/1992
178,006.25
170,806.25
11/01/1992
100,431.25
100,431.25
5/01/1993
2/15/1993
175,431.25
14,000
161,431.25
11/01/1993
8/15/1993
97,010.75
13,000
84,018.75
5/01/1994
2/15/1994
172,010.75
13,000
159,018.75
11/01/1994
8/15/1994
93,550.00
13,000
80,550.00
5/01/1995
2/15/1995
193,550.00
12,000
181,550.00
11/01/1995
0/15/1995
88,850.00
11,000
77,850.00
5/01/1996
2/15/1996
1,888,850.00
375,000
1,513,850.00
TOTALS
4,742,212.50
451,000
4,291,212.50.
Exhibit C
Page 7 of 7
APPLICATION OF STRIPS TO REDUCE DEBT SERVICE
for Series 1985 Refunded Bonds
DEBT PAY
STRIPS PAY
MATURING
AT
DATE
DEBT SERVICE
TS RIPS
BACMU
5/15/1986
137,290.00
137,290.00
11/15/1986
68,645.00
68,645.00
5/15/1987
93,645.00
93,645.00
11/15/1987
67,270.00
67,270.00
5/15/1988
97,270.00
97,270.00
11/15/1988
65,620.00
65,620.00
5/15/1989
95,620.00
95,620.00
11/15/1989
63,970.00
63,970.00
5/15/1990
98,970.00
98,970.00
11/15/1990
62,045.00
62,045.00
5/15/1991
102,045.00
101,045.00
11/15/1991
59,845.00
59,845.00
5/15/1992
99,845.00
99,845.00
11/15/1992
57,645.00
57,645.00
5/15/1993
102,645.00
102,645.00
11/15/1993
55,170.00
55,170.00
5/15/1994
105,170.00
105,170.00
11/15/1994
52,420.00
52,420.00
5/15/1995
5/15/1995
107,420.00
9,000
98,420.00
11/15/1995
11/15/1995
49,395.00
8,000
41,395.00
5/15/1996
5/15/1996
1091395.00
8,000
101,395.00
11/15/1996
11/15/1996
46,920.00
7,000
39,920.00
5/15/1997
5/15/1997
116,920.00
8,000
108,920.00
11/15/1997
11/15/1997
43,980.00
7,000
36,980.00
5/15/1998
5/15/1998
118,980.00
7,000
111,980.00
11/15/1998
11/15/1998
40,755.00
7,000
33,755.00
5/15/1999
5/15/1999
120,755.00
6,000
114,755.00
11/15/1999
11/15/1999
37,255.06
7,000
30,255.00
5/15/2000
5/15/2000
127,255.00
6,000
121,255.00
11/15/2000
11/15/2000
33,250.00
6,000
27,250.00
5/15/2001
5/15/2001
133,250.06
6,000
127,250.00
11/15/2001
11/15/2001
28,800.00
6,000
22,800.00
5/15/2002
5/15/2002
138,800.00
6,000
132,800.00
11/15/2002
11/15/2002
23,850.00
5,000
18,850.00
5/15/2003
5/15/2003
143,850.00
6,000
137,850.00
11/15/2003
11/15/2003
18,450.00
5,000
13,450.00
5/15/2004
5/15/2004
148,450.00
5,000
143,450.00
11/15/2004
11/15/2004
12,600.00
5,000
7,600.00
5/15/2005
5/15/2005
162,600.00
55,000
107,600.00
11/15/2005
11/15/2005
6,600.00
6,000
600.00
5/15/2006
5/15/2006
171,600.00
171,000
600.00
TOTALS
31426,260.00
362,000
3,064,260.00
EXHIBIT D
SPECIAL ESCRQa AGREES=
CITY OF EUTLESS, TEX71S
SLGS TO BE PURCHASED
AT 0.00004 RATE
PRINCIPAL
INTEREST
ISSN
MATURITY
AIMNT
RATE
Dam
0-2
1,700
0.0000
11/15/1995
5/01/1996
3,200
0.0000
3/01/1996
5/01/1996
2,000
0.0000
3/01/1997
5/01/1997
1,000
0.0000
7/01/1999
9/01/1999
1,000
0.0000
11/15/2005
1/01/2006
1,000
0.0000
5/15/2006
7/01/2006
TOTALS 9,900
EXHIBIT E
SPECIAL ESCROW AGREEMENT
CITY OF EULESS, TEXAS
(NOT APPLICABLE)