HomeMy WebLinkAbout2167 09-12-2017 ORDINANCE
AUTHORIZING THE ISSUANCE OF
$625,000
CITY OF EULESS, TEXAS
TAX NOTES,
SERIES 2017
ADOPTED: September 12, 2017
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TABLE OF CONTENTS
Page
SECTION 1. Authorization - Designation - Principal Amount - Purpose 1
SECTION 2. Fully Registered Obligations -Note Date - Authorized
Denominations - Stated Maturity - Interest Rates 1
SECTION 3. Terms of Payment - Paying Agent/Registrar 2
SECTION 4. Redemption 3
SECTION 5. Registration - Transfer - Exchange of Notes - Predecessor Notes 4
SECTION 6. Execution - Registration 5
SECTION 7. Initial Note(s) 6
SECTION 8. Forms 6
SECTION 9. Levy of Taxes 12
SECTION 10. Mutilated- Destroyed- Lost and Stolen Notes 13
SECTION 11. Satisfaction of Obligation of City 13
SECTION 12. Ordinance a Contract - Amendments - Outstanding Notes 14
SECTION 13. Covenants to Maintain Tax-Exempt Status 15
SECTION 14. Sale of Notes—Purchase Letter 18
SECTION 15. Control and Custody of Notes 19
SECTION 16. Proceeds of Sale 19
SECTION 17. Notices to Holders - Waiver 19
SECTION 18. Cancellation 19
SECTION 19. Legal Opinion 19
SECTION 20. CUSIP Numbers 20
SECTION 21. Benefits of Ordinance 20
SECTION 22. Inconsistent Provisions 20
SECTION 23. Governing Law 20
SECTION 24. Effect of Headings 20
SECTION 25. Construction of Terms 20
SECTION 26. Severability 20
SECTION 27. Further Procedures 20
SECTION 28. Incorporation of Findings and Determinations 21
SECTION 29. Public Meeting 21
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TABLE OF CONTENTS
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SECTION 30. Effective Date 21
EXHIBIT A 1
EXHIBIT B 1
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ORDINANCE NO. 2167
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
EULESS, TEXAS TAX NOTES, SERIES 2017"; SPECIFYING THE
TERMS AND FEATURES OF SUCH NOTES; LEVYING A
CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE
PAYMENT OF SUCH NOTES; AND RESOLVING OTHER
MATTERS INCIDENT AND RELATED TO THE ISSUANCE,
SALE, PAYMENT AND DELIVERY OF SUCH NOTES,
INCLUDING THE APPROVAL AND EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A PURCHASE
LETTER; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to the Texas Government Code, Chapter 1431, as amended
(hereinafter called the "Act"), the City Council is authorized and empowered to issue
anticipation notes to pay contractual obligations to be incurred (i) for the construction of any
public work and (ii) for the purchase of materials, supplies, equipment, machinery, buildings,
lands and rights-of-way for the City's authorized needs and purposes; and
WHEREAS, in accordance with the provisions of the Act, the City Council hereby finds
and determines that anticipation notes should be issued and sold at this time to finance the costs
of paying contractual obligations to be incurred for (i) the purchase of certain specified materials,
supplies, equipment, and machinery for the City's authorized needs and purposes, namely public
safety related equipment and street maintenance equipment and (ii) professional services
rendered in relation thereto and the financing thereof;
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EULESS, TEXAS:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. Notes of the
City of Euless, Texas (the "City") shall be and are hereby authorized to be issued in the
aggregate principal amount of$625,000, to be designated and bear the title "CITY OF EULESS,
TEXAS, TAX NOTES, SERIES 2017" (hereinafter referred to as the "Notes"), for the purpose
of paying contractual obligations to be incurred for (i) the purchase of certain specified materials,
supplies, equipment, and machinery for the City's authorized needs and purposes, namely public
safety related equipment and street maintenance equipment; and (ii) professional services
rendered in relation thereto and the financing thereof, in conformity with the Constitution and
laws of the State of Texas, including the Act.
SECTION 2. Fully Registered Obligations -Note Date - Authorized Denominations -
Stated Maturity - Interest Rates. The Notes shall be issued as fully registered obligations only
and as a single fully registered obligation, shall be dated the date of initial delivery (the "Note
Date"), shall be in denominations of $100,000 or any integral multiple of $5,000 in excess
thereof, and shall become due and payable on August 15, 2019 (the "Stated Maturity"). The
Notes shall bear interest on the unpaid principal amounts from the date of delivery to the initial
purchasers (anticipated, October 11, 2017) at the per annum rate of 1.17%. Interest on the Notes
shall be calculated on the basis of a 360-day year of twelve 30-day months, and such interest
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shall be payable on February 15 and August 15 of each year, commencing February 15, 2018,
until maturity or prior redemption.
SECTION 3. Terms of Payment - Paying Agent/Registrar. The principal of, premium,
if any, and the interest on the Notes, due and payable by reason of maturity, redemption, or
otherwise, shall be payable only to the registered owners or holders of the Notes (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of First National Bank Texas, to serve as Paying
Agent/Registrar for the Notes is hereby approved and confirmed. Books and records relating to
the registration, payment, transfer and exchange of the Notes (the "Security Register") shall at all
times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided
herein and in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules
and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and the
City Secretary are authorized to execute and deliver such Paying Agent/Registrar Agreement in
connection with the delivery of the Notes. The City covenants to maintain and provide a Paying
Agent/Registrar at all times until the Notes are paid and discharged, and any successor Paying
Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and
authorized to serve in such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Notes, the City agrees
to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first
class postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.
Principal of and premium, if any, on the Notes shall be payable at the Stated Maturity, or
on a date of earlier redemption thereof, only upon presentation and surrender of the Notes to the
Paying Agent/Registrar at its designated offices, initially in Killeen, Texas, or, with respect to a
successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest on the Notes shall be paid to the Holders whose names
appear in the Security Register at the close of business on the Record Date (the last business day
of the month next preceding the interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of
the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Notes shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the Designated Payment/Transfer
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
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established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address of each Holder appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
SECTION 4. Redemption.
(a) Mandatory Redemption. The Notes shall be subject to mandatory redemption
prior to maturity at the redemption price of par and accrued interest to the date of redemption on
the respective dates and in principal amounts as follows:
Principal Interest
Redemption Date Amounts ($) Rate(s) (%)
August 15, 2018 325,000.00 1.17
August 15, 2019* 300,000.00 1.17
*maturity
(b) Optional Redemption. The Notes shall be subject to redemption prior to maturity,
at the option of the City, in whole or in part in principal amounts of$100,000 or any integral
multiple of $5,000 in excess thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on any date at the redemption price of par plus accrued interest to the date of
redemption.
(c) Exercise of Optional Redemption Option. At least forty-five (45) days prior to an
optional redemption date for the Notes (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 Notes and the date of redemption therefor. The decision of the City to exercise its
optional right to redeem Notes shall be entered in the minutes of the governing body of the City.
(d) Selection of Notes for Redemption. If less than all Outstanding Notes of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat
such Notes as representing the number of Notes Outstanding which is obtained by dividing the
principal amount of such Notes by $100,000 or any integral multiple of $5,000 thereafter and
shall select the Notes, or principal amount thereof, to be redeemed within such Stated Maturity
by lot.
(e) Notice of Optional Redemption. Not less than thirty (30) days prior to an optional
redemption date for the Notes, 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 Note
to be redeemed 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.
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All notices of redemption shall (i) specify the date of redemption for the Notes, (ii)
identify the Notes to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Notes, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Notes, or the principal amount
thereof to be redeemed, shall be made at the principal office of the Paying Agent/Registrar only
upon presentation and surrender thereof by the Holder. If a Note is subject by its terms to prior
redemption, and has been called for redemption, and notice of redemption thereof has been duly
given as hereinabove provided, such Note (or the principal amount thereof to be redeemed) shall
become due and payable and interest thereon shall cease to accrue from and after the redemption
date therefor; provided moneys sufficient for the payment of such Note (or of the principal
amount thereof to be redeemed) at the then applicable redemption price are held for the purpose
of such payment by the Paying Agent/Registrar.
(f) Conditional Notice of Optional Redemption. With respect to any optional
redemption of the Notes, unless certain prerequisites to such redemption required by this
Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and
interest on the Notes to be redeemed shall have been received by the Paying Agent/Registrar
prior to the giving of such notice of redemption, such notice shall state that such redemption
may, at the option of the City, be conditional upon the satisfaction of such prerequisites and
receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such
redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient moneys are
not received, such notice shall be of no force and effect, the City shall not redeem such Notes
and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Notes have not been redeemed.
SECTION 5. Registration - Transfer - Exchange of Notes - Predecessor Notes. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Notes issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Note may be transferred or exchanged
for Notes of other authorized denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Note to the Paying Agent/Registrar for cancellation, accompanied
by a written instrument of transfer or request for exchange duly executed by the Holder or by his
duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Note (other than the Initial Note(s) authorized in Section 7 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Notes of authorized denominations and having the same Stated Maturity and of
a like aggregate principal amount as the Note or Notes surrendered for transfer.
At the option of the Holder, Notes (other than the Initial Note(s) authorized in Section 7
hereof) may be exchanged for other Notes of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
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Notes surrendered for exchange, upon surrender of the Notes to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Notes are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Notes to the Holder
requesting the exchange.
All Notes issued in any transfer or exchange of Notes shall be delivered to the Holders at
the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States
Mail, first class postage prepaid, to the Holders, and, upon the registration and delivery thereof,
the same shall be the valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Notes surrendered in such transfer or
exchange.
All transfers or exchanges of Notes pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Notes canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Notes," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Note or Notes registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Notes" shall include any
mutilated, lost, destroyed, or stolen Note for which a replacement Note has been issued,
registered and delivered in lieu thereof pursuant to the provisions of Section 10 hereof and such
new replacement Note shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Note.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Note called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Note; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Note called
for redemption in part.
SECTION 6. Execution - Registration. The Notes 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 such officers on the Notes may be manual or facsimile. Notes
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the dated of adoption of this Ordinace 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 Notes to the initial purchaser(s) and with respect to Notes
delivered in subsequent exchanges and transfers, all as authorized and provided in the Texas
Government Code, Chapter 1201, as amended.
No Note shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Note either a certificate of registration
substantially in the form provided in Section 8(c), manually executed by the Comptroller of
Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
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substantially in the form provided in Section 8(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
certified, registered, and delivered.
SECTION 7. Initial Note(s). The Notes herein authorized shall be initially issued as a
single fully registered note in the total principal amount stated in Section 1 hereof and numbered
T-1 (hereinafter called the "Initial Note(s)") and, the Initial Note(s) shall be registered in the
name of the initial purchaser(s) or the designee thereof. The Initial Note(s) shall be the Note(s)
submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and
delivered to the initial purchaser(s) as the definitive Note with the Registration Certificate of
Paying Agent/Registrar attached thereto. Any time after the delivery of the Initial Note(s), the
Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, may cancel the Initial Note(s) delivered hereunder and exchange therefor
definitive Notes of authorized denominations, Stated Maturity, principal amounts and bearing
applicable interest rates for transfer and delivery to the Holders named at the addresses identified
therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 8. Forms.
(a) Forms Generally. The Notes, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Notes, shall be substantially in the forms
set forth in this Section with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including insurance legends in the event the Notes, or any maturities
thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as
may, consistent herewith, be established by the City or determined by the officers executing such
Notes as evidenced by their execution. Any portion of the text of any Notes may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the Note.
Any definitive Note and the Initial Note(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Notes as evidenced by their execution thereof.
The City may provide (i) for the issuance of one fully registered Note for each Stated
Maturity in the aggregate principal amount of each Stated Maturity and (ii) for the registration of
such Notes in the name of a securities depository, or the nominee thereof. While any Note is
registered in the name of a securities depository or its nominee, references herein and in the
Notes to the Holder or registered owner of such Notes shall mean the securities depository or its
nominee and shall not mean any other person.
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(b) Form of Notes.
REGISTERED REGISTERED
NO. [T-111R-11 $625,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX NOTE, SERIES 2017
Note Date: Interest Rate: Stated Maturity: CUSIP NO:
October 11, 2017 1.17% August 15, 2019 N/A
REGISTERED OWNER: FIRST NATIONAL BANK TEXAS
PRINCIPAL AMOUNT: SIX HUNDRED TWENTY-FIVE THOUSAND AND NO/100
DOLLARS
The City of Euless, Texas (hereinafter referred to as the "City"), a body corporate and
political subdivision in the County of Tarrant, State of Texas, for value received, acknowledges
itself indebted to and hereby promises to pay to the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date specified above the Principal Amount
hereinabove stated, unless redeemed prior to maturity in accordance with its terms, the Principal
Amount stated above and to pay interest on the unpaid principal amount hereof from the interest
payment date next preceding the "Registration Datc" of this Note appearing below (unless this
Note bears a "Registration Date" as of an interest payment date, in which case it shall bear
interest from such date, or unless the "Registration Date" of this Note is prior to the initial
interest payment date in which case it shall bear interest from the date of its delivery to the initial
purchaser) at the per annum rate of interest specified above computed on the basis of a 360-day
year of twelve 30-day months; such interest being payable on February 15 and August 15 in each
year, commencing February 15, 2018, until maturity or prior redemption.
Principal of this Note shall be payable at its Stated Maturity or upon its prior redemption
to the Registered Owner hereof by First National Bank Texas (the "Paying Agent/Registrar)
upon presentation and surrender at its designated offices, initially in Killeen, Texas, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Note
(or one or more Predecessor Notes, as defined in the Ordinance hereinafter referenced) whose
name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close
of business on the "Record Date", which is the last business day of the month next preceding
each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check
sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date
for the payment of the principal of or interest on the Notes shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the Designated Payment/Transfer
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Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
All payments of principal of, premium, if any, and interest on this Note shall be without
exchange or collection charges to the owner hereof and in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts.
This Note is one of the series specified in its title issued in the aggregate principal amount
of$625,000 (herein referred to as the "Notes") for the purpose of paying contractual obligations
to be incurred for (i) the purchase of certain specified materials, supplies, equipment, and
machinery for the City's authorized needs and purposes, namely public safety related equipment
and street maintenance equipment; and (ii) professional services rendered in relation thereto and
the financing thereof, under and in strict conformity with the Constitution and laws of the State
of Texas and pursuant to an Ordinance adopted by the City Council of the City (herein referred
to as the "Ordinance").
The Notes may be redeemed prior to their Stated Maturity, at the option of the City, in
whole or in part in principal amounts of$100,000 or any integral multiple of$5,000 thereafter
(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on any date in excess
thereof, at the redemption price of par,together with accrued interest to the date of redemption.
At least thirty (30) days prior to the date fixed for any optional redemption of Notes, the
City shall cause a written notice of such redemption to be sent by United States Mail, first class
postage prepaid, to the registered owners of each Note to be redeemed at the address shown on
the Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Note (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such Note
(or the portion of its 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 and the interest on the principal amount to be redeemed to
the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Note is to be redeemed, payment of the
redemption price of such principal amount shall be made to the registered owner only upon
presentation and surrender of such Note to the principal office of the Paying Agent/Registrar,
and a new Note or Notes of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued to the registered owner, without charge. If a Note is selected for redemption, in whole or
in part, the City and the Paying Agent/Registrar shall not be required to transfer such Note to an
assignee of the registered owner within 45 days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Note redeemed in part.
23684915.4/11708484 - 8 -
The Notes shall be subject to mandatory redemption prior to maturity at the redemption
price of par and accrued interest to the date of redemption on the respective dates and in
principal amounts as follows:
Principal Interest
Redemption Date Amounts ($) Rate(s) (%)
August 15, 2018 325,000.00 1.17
August 15, 2019 * 300,000.00 1.17
* maturity
With respect to any optional redemption of the Notes, unless certain prerequisites to such
redemption required by the Ordinance have been met and moneys sufficient to pay the principal
of and premium, if any, and interest on the Notes to be redeemed shall have been received by the
Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state
that such redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date
fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a
conditional notice of redemption is given and such prerequisites to the redemption and sufficient
moneys are not received, such notice shall be of no force and effect, the City shall not redeem
such Notes and the Paying Agent/Registrar shall give notice, in the manner in which the notice
of redemption was given,to the effect that the Notes have not been redeemed.
The Notes are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Note by
the acceptance hereof hereby assents, for definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Notes; the terms and conditions relating to the
transfer or exchange of this Note; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which this Note may be
redeemed or discharged at or prior to its maturity, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
have the meanings assigned in the Ordinance.
This Note, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered Notes
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the
designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, may treat the registered
owner hereof whose name appears on the Security Register (i) on the Record Date as the owner
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•
entitled to payment of interest hereon, (ii) on the date of surrender of this Note as the owner
entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in
part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In
the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at
least five (5) business days prior to the Special Record Date by United States Mail, first class
postage prepaid, to the address of each Holder appearing on the Security Register at the close of
business on the last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Notes is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Notes to render the same lawful and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
the Notes do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Notes by the levy of a tax as
aforestated. In case any provision in this Note shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The terms and provisions of this Note and the Ordinance shall be construed
in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Note to be duly
executed under the official seal of the City as of the Note Date.
CITY OF EULESS, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(Seal)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Note only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
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OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS ( REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Note has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this .
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Notes only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Note has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the note or notes of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated office of the Paying Agent/Registrar in Killeen, Texas, is the Designated
Payment/Transfer Office for this Note.
FIRST NATIONAL BANK TEXAS,
as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
(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:
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) the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the
registered owner as it appears on the face of
the within Note in every particular.
SECTION 9. Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Notes, being (i) the interest on the Notes and (ii) a sinking fund for their
payment at maturity or redemption 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 Notes shall be at a rate from year to year as will be ample
and sufficient to provide funds each year to pay the principal of and interest on such Notes while
Outstanding; full allowance being made for delinquencies and costs of collection; separate books
and records relating to the receipt and disbursement of taxes levied, assessed and collected for
and on account of the Notes shall be kept and maintained by the City at all times while the Notes
are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on
the Notes shall be deposited to the credit of a "Special 2017 Note Account" (the "Interest and
Sinking Fund") maintained on the records of the City and deposited in a special fund maintained
at an official depository of the City's funds; and such tax hereby levied, and to be assessed and
collected annually, is hereby pledged to the payment of the Notes.
The Mayor, Mayor Pro Tern, City Manager, Director of Finance, and City Secretary of
the City, individually or jointly, are hereby authorized and directed to cause to be transferred to
the Paying Agent/Registrar for the Notes, from funds on deposit in the Interest and Sinking
Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and
principal of the Notes as the same accrues or matures 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 Notes.
SECTION 10. Mutilated - Destroyed - Lost and Stolen Notes. In case any Note
shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and
deliver a replacement Note of like form and tenor, and in the same denomination and bearing a
number not contemporaneously outstanding, in exchange and substitution for such mutilated
Note, or in lieu of and in substitution for such destroyed, lost or stolen Note, only upon the
approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar
23684915.4/11708484 - 12 -
of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Note, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying
Agent/Registrar harmless. All expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement Note shall be borne by the Holder of the
Note mutilated, or destroyed, lost or stolen.
Every replacement Note issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Notes; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Notes.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Notes.
SECTION 11. Satisfaction of Obligation of City. If the City shall pay or cause to
be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Notes, at the times and in the manner stipulated in this Ordinance, then the pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Notes or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Notes or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities
shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized
escrow agent, which Government Securities have been certified by an independent accounting
firm to mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money, together with any moneys deposited
therewith, if any, to pay when due the principal of and interest on such Notes, or the principal
amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Notes to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
The term "Government Securities", as used herein, means (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent;
23684915.4/11708484 - 13 -
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than "AAA"
or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws
of the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Notes.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or
an authorized escrow agent, pursuant to this Section which is not required for the payment of the
Notes, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Notes and remaining unclaimed for a period of three (3) years after the Stated
Maturity or applicable redemption date of the Notes such moneys were deposited and are held in
trust to pay shall upon the request of the City be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the
State of Texas.
SECTION 12. Ordinance a Contract - Amendments - Outstanding Notes. This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Note remains Outstanding
except as permitted in this Section. The City, may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the written consent of Holders holding
a majority in aggregate principal amount of the Notes then Outstanding, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders
of Outstanding Notes, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of, premium, if any, and interest on the Notes, reduce the
principal amount thereof, 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
Notes, (2) give any preference to any Note over any other Note, or (3) reduce the aggregate
principal amount of Notes required to be held by Holders for consent to any such amendment,
addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to Notes means, as of
the date of determination, all Notes theretofore issued and delivered under this Ordinance,
except:
(1) those Notes cancelled by the Paying Agent/Registrar or delivered
to the Paying Agent/Registrar for cancellation;
(2) those Notes deemed to be duly paid by the City in accordance with
the provisions of Section 11 hereof; and
23684915.4/11708484 - 14 -
(3) those mutilated, destroyed, lost, or stolen Notes which have been
replaced with Notes registered and delivered in lieu thereof as provided in
Section 10 hereof.
SECTION 13. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 13, the following terms have the
following meanings:
"Closing Date" means the date on which the Notes are first authenticated and delivered to
the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations,
of the Notes.
"Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in Section 148(b)
of the Code, in which Gross Proceeds of the Notes are invested and which is not acquired to
carry out the governmental purposes of the Notes.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue
Code of 1954, which are applicable to the Notes. Any reference to any specific Regulation shall
also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Notes has the meaning set forth in Section 1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Note to become includable in the gross income, as defined in Section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Note, the City shall comply
with each of the specific covenants in this Section.
23684915.4/11708484 - 15 -
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Notes:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Notes, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Notes or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their intended
purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Notes to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Notes directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Notes.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Notes to be federally guaranteed within the meaning of
Section 149(b) of the Code and the Regulations and rulings thereunder.
23684915.4/11708484 - 16 -
(g) Information Report. The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in
Section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account separately
and apart from all other funds (and receipts, expenditures and investments
thereof) and shall retain all records of accounting for at least six years after the
day on which the last Outstanding Note is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Notes with
other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Notes until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Notes by the
Purchaser and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States from the construction fund, other
appropriate fund, or if permitted by applicable Texas statute, regulation or opinion
of the Attorney General of the State of Texas, the Interest and Sinking Fund, the
amount that when added to the future value of previous rebate payments made for
the Notes equals (i) in the case of a Final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90%) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or
such other forms and information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148 3(h) of the Regulations.
23684915.4/11708484 - 17 -
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Notes, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Notes not been
relevant to either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern,
City Manager, Director of Finance, and City Secretary, individually or jointly, to make elections
permitted or required pursuant to the provisions of the Code or the Regulations, as they deem
necessary or appropriate in connection with the Notes, in the Certificate as to Tax Exemption or
similar or other appropriate certificate, form or document.
(k) Qualified Tax-Exempt Obligations. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Notes
to be "qualified tax-exempt obligations" in that the Notes are not "private activity bonds" as
defined in the Code and the reasonably anticipated amount of"qualified tax-exempt obligations"
to be issued by the City (including all subordinate entities of the City) for the calendar year 2017
will not exceed $10,000,000.
(1) Reimbursement. The City reasonably expects to reimburse capital expenditures
with respect to the projects described in Section 1 hereof with proceeds of the Notes and this
Ordinance shall constitute a declaration of official intent under Treas. Reg. § 1.150-2. The
maximum principal amount of obligations to be issued for the projects is $625,000.
SECTION 14. Sale of Notes — Purchase Letter. The offer of First National
Bank Texas (herein referred to as the "Purchaser") to purchase the Notes in accordance with the
Purchase Letter, dated as of September 12, 2017 (the "Purchase Letter"), attached hereto as
Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, is
hereby accepted. Such sale of the Notes to the Purchaser is hereby found to be in the best
interest of the City and is therefore approved and authorized. The Mayor and the City Secretary
are hereby authorized and directed to sign the acceptance clause of the Purchase Letter for and
on behalf of the City and as the act and deed of this City Council. Delivery of the Notes to the
Purchaser shall occur as soon as possible upon payment being made therefor in accordance with
the terms of sale.
SECTION 15. Control and Custody of Notes. The Mayor of the City shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Notes, and shall take and have charge and control of the Initial Note(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the initial purchasers.
SECTION 16. Proceeds of Sale. The proceeds of sale of the Notes, excluding any
amounts set aside to pay costs of issuance, shall be deposited in a project fund maintained at a
depository of the City. Pending expenditure for authorized projects and purposes, such proceeds
of sale may be invested in authorized investments in accordance with the provisions of the Texas
23684915.4/11708484 - 18 -
Government Code, Chapter 2256, as amended, and the City's investment policies and guidelines,
and any investment earnings realized shall be expended for such authorized projects and
purposes or deposited in the Interest and Sinking Fund as shall be determined by the appropriate
authorized officials of the City. Any excess Note proceeds, including investment earnings,
remaining after completion of all authorized projects or purposes shall be deposited to the credit
of the Interest and Sinking Fund.
SECTION 17. Notices to Holders - Waiver. Wherever this Ordinance provides
for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and sent by United States Mail, first class postage
prepaid, to the address of each Holder appearing in the Security Register at the close of business
on the business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Notes. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 18. Cancellation. All Notes surrendered for payment, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Notes previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Notes held by the Paying Agent/Registrar shall be returned to the
City.
SECTION 19. Legal Opinion. The Purchaser's obligation to accept delivery of
the Notes is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, Dallas,
Texas, approving the Notes as to their validity, such opinion to be dated and delivered as of the
date of delivery and payment for the Notes.
SECTION 20. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Notes. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Notes shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Notes as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Notes.
SECTION 21. 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
23684915.4/11708484 - 19 -
intended to be and being for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 22. Inconsistent Provisions. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are
hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and
remain controlling as to the matters contained herein.
SECTION 23. 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 24. Effect of Headings. The Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
SECTION 25. 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 26. 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 27. Further Procedures. Any one or more of the Mayor, Mayor Pro
Tem, City Secretary, City Manager, and Director of Finance are hereby expressly authorized,
empowered and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge and deliver in the name and on behalf of the City all
agreements, instruments, certificates or other documents, whether mentioned herein or not, as
may be necessary or desirable in order to carry out the terms and provisions of this Ordinance
and the issuance of the Notes. In addition, prior to the initial delivery of the Notes, the Mayor,
Mayor Pro Tem, City Secretary, City Manager, Director of Finance, or Bond Counsel to the City
are each hereby authorized and directed to approve any changes or corrections to this Ordinance
or to any of the documents authorized and approved by this Ordinance: (i) in order to cure any
ambiguity, formal defect or omission in the Ordinance or such other document; or (ii) as
requested by the Attorney General of the State of Texas or his representative to obtain the
approval of the Notes by the Attorney General and if such officer or counsel determines that such
changes are consistent with the intent and purpose of the Ordinance, which determination shall
be final. In the event that any officer of the City whose signature shall appear on any document
shall cease to be such officer before the delivery of such document, such signature nevertheless
shall be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery.
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.
23684915.4/11708484 - 20 -
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 the Texas Government Code,
Chapter 551, as amended.
SECTION 30. Effective Date. This Ordinance shall be in force and effect from
and after its passage on the date shown below in accordance with the Texas Government Code,
Section 1201.028, as amended, and it is so ordained.
[The remainder of this page intentionally left blank.]
23684915.4/11708484 - 21 -
PASSED AND APPROVED, this September 12, 2017.
CITY OF EULESS, TEXAS
Mayor
ATTEST:
it Secretary
(City Seal)
23684915.4/11708484 Signature Page to Note Ordinance
EXHIBIT A
PURCHASE LETTER
See Attached
23684915.4/11708484 A-1
PURCHASE LETTER
September 12, 2017
City of Euless, Texas
201 North Ector Drive
Euless, Texas 76039
Re: $625,000 "City of Euless, Texas, Tax Notes, Series 2017"
Ladies and Gentlemen:
First National Bank Texas,Killeen,Texas(the"Purchaser")hereby offers to purchase from
the City of Euless, Texas (the "City") the captioned notes (the "Notes") and, upon acceptance of
this offer by the City, such offer will become a binding agreement between the Purchaser and the
City. This offer must be accepted by 11:59 p.m., Euless, Texas, time, September 12, 2017, and if
not so accepted will be subject to withdrawal.
1. Purchase Price: The purchase price for the Notes is par, $625,000.
2. Terms of Notes: The Notes shall bear interest at a rate equal to 1.17% and shall be issued
in the principal amounts, mature on such dates and in such amounts and have such other
terms and conditions as are set forth in the ordinance adopted by the City Council of the
City on September 12, 2017 (the "Ordinance") authorizing the issuance of the Notes, a
copy of which has been provided to the Purchaser. Pursuant to and as more fully described
in the Ordinance, the Notes shall be payable from the proceeds of an ad valorem tax levied,
within the limitations prescribed by law, upon all taxable property in the City.
3. Closing: The City shall deliver the Initial Note to, or for the account of, the Purchaser and
the Purchaser shall purchase the Notes at 10:00 a.m. Dallas, Texas, time, on
October 11, 2017, or at such other time as shall be mutually agreed upon (hereinafter
referred to as the "Closing"). The Closing shall take place at the offices of Norton Rose
Fulbright US LLP, Dallas, Texas, or such other location as may be mutually agreed upon.
The City will also deliver a signed copy of the Ordinance to the Purchaser.
4. Form 1295: The Purchaser has delivered a Certificate of Interested Parties Form 1295
("Form 1295") and certification of filing generated by the Texas Ethics Commission's
electronic portal, signed by an authorized agent of the Purchaser, prior to the execution of
this Agreement by the City and the Purchaser. The Purchaser understands and agrees that,
with the exception of information identifying the City and the contract identification
number in the Form 1295, neither the City nor its consultants are responsible for the
information contained in the Form 1295 and neither the City nor its consultants have
60605597.3/11708484
verified such information.
5. Conditions to Closing: The Purchaser shall not have any obligation to consummate the
purchase of the Notes unless the following requirements have been satisfied prior to
Closing:
(a) The City shall have adopted the Ordinance authorizing the issuance of the Notes
with both the Notes and the Ordinance being in form and substance acceptable to
the Purchaser.
(b) Norton Rose Fulbright US LLP,Bond Counsel shall have issued its approving legal
opinion as to the due authorization, issuance and delivery of the Notes and as to the
exemption of the interest thereon from federal income taxation, upon which the
Purchaser shall be entitled to rely in form and substance acceptable to the
Purchaser.
(c) The Notes shall have been approved by the Attorney General of the State of Texas
and shall have been registered by the Comptroller of Public Accounts of the State
of Texas.
(d) The City shall have executed its Certificate as to Tax Exemption and IRS Form
8038-G in the form provided by Bond Counsel.
(e) The City shall have executed a General Certificate and a Signature and No-
Litigation Certificate.
6. Nature of Purchase: The Purchaser acknowledges that no official statement or other disclosure
or offering document has been prepared in connection with the issuance and sale of the Notes.
The Purchaser is a financial institution or other accredited investor as defined in the Securities
Act of 1933, Regulation D, 17 C.F.R. § 230.501(a), accustomed to purchasing tax-exempt
obligations such as the Notes. Norton Rose Fulbright US LLP, Bond Counsel, has not
undertaken steps to ascertain the accuracy or completeness of information furnished to the
Purchaser with respect to the City or the Notes, and the Purchaser has not looked to that firm
for, nor has that firm made, any representations to the Purchaser with respect to that
information. The Purchaser has satisfied itself that it may lawfully purchase the Notes. The
Notes (i) are not being registered under the Securities Act of 1933 and are not being registered
or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (ii) will
not be listed on any stock or other securities exchange and will not be assigned a CUSIP
number by Standard and Poor's CUSIP service; (iii) will not carry any rating from any rating
service, and(iv) will not be registered with the Deposit Trust Company or any other securities
depository. The Purchaser is familiar with the financial condition and affairs of the City,
particularly with respect to its ability to pay its ad valorem tax-supported obligations such as
the Notes. The Purchaser has received from the City all information that it has requested, as a
result of the Purchaser having attached significance thereto, in order for it to assess and
evaluate the security and source of payment for the Notes. The Purchaser is purchasing the
60605597.3/11708484 2
Notes for its own account or for that of an affiliate as evidence of a loan to the City and has no
present intention to make a public distribution or sale of the Notes. In no event will the
Purchaser sell the Notes to purchasers who are not sophisticated investors unless an official
statement or other disclosure document is prepared with respect to such sale of the Notes.
7. In consideration of the purchase of the Notes by the Purchaser,and so long as the Purchaser
is the 100% owner of the Notes, the City agrees as follows:
(a) The City agrees to deliver to the Purchaser within 180 days after the end of its fiscal
year or when available, its audited financial statements.
(b) The City agrees to deliver to the Purchaser any other financial information that the
Purchaser may reasonably request from time to time.
8. From the time of the execution and delivery of this Purchase Letter to the date of Closing,
there shall not have been, in the reasonable judgment of the Purchaser, any (i) material
adverse change in the financial condition or general affairs of the City; (ii) event, court
decision, proposed law or rule that may have a material adverse effect on the contemplated
transactions; or (iii) any other material market disruption, including but not limited to
international or national crisis, suspension of stock exchange trading, or banking
moratorium materially affecting, in the Purchaser's opinion,the market price of the Notes.
9. Issue Price Certifications: Purchaser hereby agrees to provide an issue price certificate to
the effect that (1) the Notes were issued for cash and were not publicly offered, (2) the
price paid by the undersigned for the Notes is $625,000, and (3) the undersigned
understands that the statements contained therein will be relied upon by the City in its effort
to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended
to the date of initial delivery of the Notes, and Bond Counsel in rendering their opinion
that the interest on the Notes is excludable from the gross income of the owners thereof.
Bond Counsel shall provide the Purchaser with a draft of such certificate to be signed prior
to closing.
10. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound
by the terms of the following notice: THIS PURCHASE LETTER, THE ORDINANCE
OF THE CITY AUTHORIZING THE NOTES,THE ATTORNEY GENERAL OPINION,
THE OPINION OF BOND COUNSEL AND THE NOTES TOGETHER REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS
TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES RELATING TO THIS TRANSACTION.
11. Role of the Purchaser: The Purchaser and its representatives are not registered municipal
advisors and do not provide advice to municipal entities or obligated persons with respect
to municipal financial products or the issuance of municipal securities(including regarding
606055973/11708484 3
the structure, timing,terms and similar matters concerning municipal financial products or
municipal securities issuances) or engage in the solicitation of municipal entities or
obligated persons for the provision by non-affiliated persons of municipal advisory services
and/or investment advisory services. With respect to this Purchase Letter and any other
information,materials or communications provided by the Purchaser: (a)the Purchaser and
its representatives are not recommending an action to any municipal entity or obligated
person; (b) the Purchaser and its representatives are not acting as an advisor to any
municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section
15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person
with respect to this Purchase Letter, information, materials or communications; (c) the
Purchaser and its representatives are acting for their own interests; and (d) the City has
been informed that the City should discuss this Purchase Letter and any such other
information, materials or communications with any and all internal and external advisors
and experts that the City, respectively, deems appropriate before acting on this Purchase
Letter or any such other information, materials or communications.
12. No Boycott Israel: To the extent this Agreement is a contract for goods or services within
the meaning of Section 2270.002 of the Texas Government Code, First National Bank
Texas hereby verifies that First National Bank of Texas does not boycott Israel and will
not boycott Israel through the term of this Agreement. For purposes of this verification,
"boycott Israel" means refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations specifically with Israel, or with a person or entity doing business in
Israel or in an Israeli-controlled territory, but does not include an action made for ordinary
business purposes.
[Signatures begin on next page.]
60605597.3/11708484 4
If this purchase agreement meets with the Purchaser's and the City's approval, please
execute it in the place provided below.
FIRST NATIONAL BANK TEXAS, Killeen,
Texas
By:
Title:
[signatures continue on next page]
[signature page of Purchaser]
a M
ACCEPTED BY THE CITY OF EULESS, TEXAS
Mayor
ATTEST:
City Secretary
[signature page of City]
4
EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
See Attached
23684915.4/11708484 B-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of September 12, 2017 (this "Agreement"), by and
between First National Bank Texas, a national banking association organized and existing under
the laws of the United States of America and authorized to transact business in the State of Texas
(the "Bank") and the City of Euless, Texas (the "Issuer").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Euless, Texas, Tax Notes, Series 2017", dated October 11, 2017 (the "Securities"), such
Securities scheduled to be delivered to the initial purchasers thereof on or about
October 11, 2017; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Authorizing Document".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
28697351.2/11708484
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association,joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-
Chairman of the Executive Committee of the Board of Directors, the President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the
particular subject.
28697351.2/11708484 2
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
FIRST NATIONAL BANK TEXAS
P. O. Box 909
Killeen, Texas 76540
507 North Gray Street
Killeen, Texas 76540
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class, postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register — Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office and at the Bank's office
shown on the signature page hereof books and records (herein sometimes referred to as the
"Security Register") for recording the names and addresses of the Holders of the Securities, the
transfer, exchange and replacement of the Securities and the payment of the principal of and
interest on the Securities to the Holders and containing such other information as may be
reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and
28697351.2/11708484 3
the Bank may prescribe. All transfers, exchanges and replacements of Securities shall be noted
in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank, and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register, provided the Bank is not prohibited from providing such notice.
28697351.2/11708484 4
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
28697351.2/11708484 5
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
28697351.2/11708484 6
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature pages hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
28697351.2/11708484 7
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
28697351.2/11708484 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
FIRST NATIONAL BANK TEXAS
By:
Title:
Attest: Address: P. O. Box 909
Killeen, Texas 76540
507 North Gray Street
Killeen, Texas 76540
Title:
[signature page to Paying Agent/Registrar Agreement]
S-1
CITY OF EULESS, TEXAS
By:
Mayor
Address: 201 North Ector Drive
Euless, Tax Notes 76039
Attest:
City Secretary
[signature page to Paying Agent/Registrar Agreement]
S-2
ANNEX A
TO PAYING AGENT/REGISTRAR AGREEMENT
BANK'S FEES AND CHARGES
One Time Fee: $
Annual Fee: -0-
28697351.2/11708484 Annex A