HomeMy WebLinkAbout2186 03-13-2018 ORDINANCE NO. 2186
AUTHORIZING THE ISSUANCE OF
CITY OF EULESS, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION,
SERIES 2018
Adopted: March 13, 2018
29617921.4/1000200793
TABLE OF CONTENTS
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SECTION1. Definitions.....................................................................................................2
SECTION 2. Authorization - Designation - Principal Amount - Purpose.............................3
SECTION 3. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date............................................................................................4
SECTION 4. Terms of Payment- Paying Agent/Registrar.................................................4
SECTION 5. Redemption ..................................................................................................5
SECTION 6. Registration - Transfer- Exchange of Certificates - Predecessor
Certificates....................................................................................................7
SECTION 7. Book-Entry-Only Transfers and Transactions................................................8
SECTION 8. Execution - Registration................................................................................9
SECTION 9. Initial Certificate(s)........................................................................................9
SECTION 10. Forms. Forms Generally ...............................................................................9
SECTION 11. Certificate Fund ..........................................................................................10
SECTION 12. Tax Levy.....................................................................................................10
SECTION 13. Limited Pledge of Net Revenues.................................................................11
SECTION14. System Fund...............................................................................................12
SECTION 15. Deposits to Certificate Fund........................................................................12
SECTION 16. Security of Funds........................................................................................13
SECTION 17. Special Covenants......................................................................................13
SECTION 18. Issuance of Prior Lien Obligations and Additional Obligations.....................13
SECTION 19. Subordinate to Prior Lien Obligations, Covenants and Agreements............13
SECTION 20. Satisfaction of Obligation of City .................................................................13
SECTION 21. Ordinance a Contract - Amendments..........................................................14
SECTION 22. Notices to Holders -Waivers.......................................................................15
SECTION23. Cancellation................................................................................................15
SECTION 24. Mutilated, Destroyed, Lost and Stolen Certificates......................................15
SECTION 25. Covenants to Maintain Tax-Exempt Status .................................................15
SECTION 26. Sale of the Certificates - Official Statement Approval .................................19
SECTION 27. Proceeds of Sale.........................................................................................19
SECTION 28. Continuing Disclosure Undertaking.............................................................19
SECTION 29. Control and Custody of Certificates.............................................................22
SECTION 30. Further Procedures.....................................................................................22
SECTION 31. Bond Counsel's Opinion..............................................................................23
29617921.4/1000200793 i
TABLE OF CONTENTS
(continued)
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SECTION32. CUS\PNumbers .........................................................................................23
SECTION 33. Benefits OfOrdinance .................................................................................Z3
SECTION 34. Inconsistent Provisions .......... ....... .......----........ ............................... 3
SECTION 35. Governing Law....... — ....... ......................... ........ .................................. 23
SECTION 36. Incorporation of Findings and Determinations.................. ............... .....23
SECTION37. Severability.................................................................................................24
SECTION38. Effect 0fHeadings........................................................... ...........................24
SECTION 39. Construction ofTerms.........--....... .............---- .............. ..........24
SECTION 40. Public Meeting ------------------------------'24
SECTION41. Effective Date .............................................................................................24
2e817921,4n000200783 �
ORDINANCE NO. 2186
AN ORDINANCE authorizing the issuance of "CITY OF EULESS, TEXAS, TAX
AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE)
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018"; providing
for the payment of such certificates of obligation by the levy of an ad
valorem tax upon all taxable property within the City and a limited pledge
of the net revenues from the operation of the City's Waterworks and Sewer
System; prescribing the terms and details of such Certificates and resolving
other matters incident and related to the issuance, sale, security, payment
and delivery of such Certificates, including the approval and execution of a
Paying Agent/Registrar Agreement and the approval and distribution of an
Official Statement and providing an effective date.
WHEREAS, notice of the City Council's intention to issue certificates of obligation in the
maximum principal amount of$9,300,000 for the purpose of paying contractual obligations to be
incurred for (i) the construction of public works, to wit: (a) constructing, renovating, enlarging,
equipping, and improving various streets, roads, bridges, overpasses, alleyways, thoroughfares,
sidewalks, pathways and related municipal facilities within the City, including lane markings,
signage, street drainage, curbs, gutters, ADA accessibility, traffic signals, lighting and landscaping
related thereto and the acquisition of necessary rights-of-way and land in connection therewith;
(b) constructing, renovating, enlarging, equipping, and improving water and wastewater facilities
for the City and the acquisition of necessary rights-of-way and land in connection therewith; and
(c) renovating, improving and equipping existing City buildings and facilities for police, fire and
other City departments, including HVAC system and lighting improvements, and (ii) professional
services rendered in relation to such projects and financing thereof, has been duly published in
the Fort Worth Star-Telegram, a newspaper hereby found and determined to be of general
circulation in the City of Euless, Texas, on January 25, 2018 and February 1, 2018, the date of
the first publication of such notice being not less than thirty-one (31) days prior to the tentative
date stated therein for the passage of the ordinance authorizing the issuance of such certificates;
and
WHEREAS, the Fort Worth Star-Telegram is a newspaper which devotes not less than
twenty-five percent (25%) of its total column lineage to items of general interest, is published not
less frequently than once each week, entered as second-class postal matter in the county where
it is published and has been published regularly and continuously for not less than twelve (12)
months prior to the date of the publication of such "NOTICE OF INTENTION TO ISSUE CITY OF
EULESS, TEXAS, TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018"; and
WHEREAS, no petition protesting the issuance of such certificates and bearing valid
petition signatures of at least five percent (5%) of the qualified voters of the City has been
presented to or filed with the City Secretary, any member of the City Council or any other official
of the City on or prior to the date of the passage of this Ordinance; and
WHEREAS, the City Council hereby finds and determines that the certificates of obligation
described in such notice should be issued and sold at this time in the amount and manner as
hereinafter provided; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS:
29617921.4/1000200793
SECTION 1. Definitions. For purposes of this Ordinance, and for clarity with respect to
the issuance of the Certificates and the levy of taxes and appropriation of Net Revenues therefor,
the following words or terms, whenever the same appear herein without qualifying language, are
defined to mean as follows:
(a) The term "Additional Obligations" shall mean tax and revenue obligations
hereafter issued which by their terms are payable from ad valorem taxes and additionally
payable from and secured by a parity lien on and pledge of the Net Revenues of the
System of equal rank and dignity with the lien and pledge securing the payment of the
Previously Issued Certificates and the Certificates.
(b) The term "Certificates" shall mean $9,180,000 "City of Euless, Texas, Tax
and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 2018" authorized by this Ordinance.
(c) The term "Certificate Fund" shall mean the special Fund created and
established under the provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when reference is being made to
the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes
levied each year by the City become delinquent.
(e) The term "Fiscal Year" shall mean the twelve month operating period for
the System ending September 30th of each year.
(f) The term "Government Securities" shall mean (i) direct noncallable
obligations of the United States of America, including obligations the principal of and
interest on which are unconditionally guaranteed by the United States of America,
(ii) noncallable obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or instrumentality and, on
the date of their acquisition or purchase by the City, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent,
(iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date of their
acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, and (iv) any other
then authorized securities or obligations that may be used to defease obligations such as
the Certificates under the then applicable laws of the State of Texas.
(g) The term "Net Revenues" shall mean and include the gross revenues
derived from the operation of the System, less reasonable expenses of operation and
maintenance, including all salaries, labor, materials, repairs and extensions necessary to
render efficient service; provided, however, that only such repairs and extensions, as in
the judgment of the City Council, reasonably and fairly exercised, are necessary to
maintain the operations and render adequate service to the City and the inhabitants
thereof, or such as might be necessary to meet some physical accident or condition which
would otherwise impair the security of obligations payable from and secured by a lien on
and pledge of the Net Revenues of the System shall be deducted in determining "Net
Revenues."
29617921.4/1000200793 2
/h\ The term ^C)utstondinQ^, when used in this Ordinance with respect to
Certificates, means, as of the date of determination, all Certificates theretofone issued and
delivered under this Ordinance, except:
(1) those Certificates cancelled by the Paying Agent/Registrar
0rdelivered hothe Paying Agent/Registrar for cancellation;
(3) those Certificates deemed to be duly paid by the City in
accordance with the provisions OfSection 20hereof; and
(3) those Certificates that have been rnuh|at8d' destroyed, lost
orstolen and replacement Certificates have been registered and delivered
inlieu thereof aGprovided inSection 24hereof.
(i) The term "Previously Issued Certificates" shall mean /1> "City ofEuless,
Texas, Tax and Waterworks and SevverSystenn (Limited Pledge) Revenue Certificates of
[)b|ig@bOn. Series 2O11^. dated January 15. 2011. /2\ ''City Of Eu|eSs, Texas, Tax and
Waterworks and S8vv8r System (Limited Pledge) Revenue Certificates Of Obligation,
Series 2014", dated October 15, 2014. /3\ "City of Euless, Texas. Tax and Waterworks
and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2015",
doted October 15. 2015. and (4) "City ofEuless, Texas, -Fax and Waterworks and Sewer
System (Limited F,!edg8) Revenue Certificates of Ob|iAotion. Series 2016", dated
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January 1. 2016.
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0\ The term "Prior Lien Obligations" ahoU mean all revenue bonds orother
obligations, now outstanding and hereafter issued, payable from and secured byolien on
and pledge of the Net Revenues of the Svstem, induding, but not limited to, obligations
hereafter issued that are payable from and secured, in whole or in port. by lien On and
pledge ofthe Net Revenues ofthe System, which isprior inright and claim tothe lien on
and pledge ofthe Net Revenues securing the payment nfthe Certificates.
(k) The tann "System" shall mean the City's combined Waterworks and
Sanitary Sewer System, including all present and future oddidons, extensions,
replacements and improvements thereto, whether Situated within or without the corporate
limits of the City.
SECTION 2. Authorization - Designation - Principal Amount - Purpose. Certificates of
thereof; and, pursuant to authority conferred by and in conformity with the Constitution and laws
of the State of Texas, including Texas Local Government Code, Subchapter C of Chapter 271,
as amended.
SECTION 3. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Certificates are issuable in fully registered form only; shall be dated
March 1, 2018 (the "Certificate Date"), and shall be in denominations of $5,000 or any integral
multiple thereof(within a Stated Maturity), and the Certificates shall become due and payable on
February 15 in each of the years and in the principal amounts (the "Stated Maturities") and bear
interest at the per annum rates in accordance with the following schedule:
Principal Interest
Stated Maturity Amount ($) Rate
2019 220,000 4.000
2020 340,000 3.000
2021 350,000 3.000
2022 360,000 3.000
2023 370,000 3.000
2024 385,000 4.000
2025 400,000 4.000
2026 415,000 4.000
2027 435,000 4.000
2028 450,000 4.000
2029 470,000 4.000
2030 485,000 3.000
2031 500,000 3.000
2032 515,000 3.125
2033 535,000 3.125
2034 550,000 3.250
2035 570,000 3.250
2036 590,000 3.375
2037 610,000 3.375
2038 630,000 3.500
Interest on the Certificates shall accrue from the date of their delivery to the initial
purchaser (anticipated to be April 12, 2018)at the per annum rates shown above in this Section,
and such interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. Interest on the Certificates shall be payable on February 15 and August 15 of each year,
commencing February 15, 2019, until maturity or prior redemption.
SECTION 4. Terms of Payment - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Certificates, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Certificates(hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of U.S. Bank National Association, Dallas, Texas, to serve
as the initial Paying Agent/Registrar for the Certificates is hereby approved and confirmed. The
29617921.4/1000200793 4
City agrees and covenants to cause to be kept and maintained by the Paying Agent/Registrar
books and records relating to the registration, payment and transfer of the Certificates (the
"Security Register"), all as provided herein, in accordance with the terms and provisions of a
"Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and
such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and
the Mayor, Mayor Pro Tem, City Manager, and City Secretary or other authorized representative
of the City is authorized to execute and deliver such Agreement in connection with the delivery of
the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times
until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be
a commercial bank, trust company, financial institution or other entity qualified and authorized to
serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any
change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a
written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid,
which notice shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates shall be payable at the Stated
Maturities or upon prior redemption, only upon presentation and surrender of the Certificates to
the Paying Agent/Registrar at its designated offices identified in the Paying Agent/Registrar
Agreement, or, with respect to a successor Paying Agent/Registrar, at the designated offices of
such successor(the "Designated Payment/Transfer Office"). Interest on the Certificates shall be
paid by the Paying Agent/Registrar to the Holders whose names appear in the Security Register
at the close of business on the Record Date (the last business day of the month next preceding
each interest payment date) and payment of such interest shall be(i) by check sent United States
Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or
(ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the Holder. If the date for the payment of the principal of or interest on the
Certificates shall be a Saturday, Sunday, legal holiday or a day when banking institutions in the
city where the Designated Payment/Transfer Office is located are authorized by law or executive
order to be closed, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday or day when banking institutions are authorized to be
closed; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 5. Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after
February 15, 2028 shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part, from time to time, in principal amounts of$5,000 or any integral multiple thereof
(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2027, or on
any date thereafter at the redemption price of par plus accrued interest to the date of redemption.
29617921.4/1000200793 5
(b) Exercise of Redemption Option. At least forty-five (45) days prior to an optional
redemption date for the Certificates (unless a shorter notification period shall be satisfactory to
the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date
of redemption therefor.
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date,the Paying Agent/Registrar
shall treat such Certificates as representing the number of Certificates Outstanding which is
obtained by dividing the principal amount of such Certificates by $5,000 and shall select the
Certificates to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty(30)days prior to a redemption date for
the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to
be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder.
If a Certificate is subject by its terms to prior redemption and has been called for redemption and
notice of redemption thereof has been duly given as hereinabove provided, such Certificate (or
the principal amount thereof to be redeemed)shall become due and payable and interest thereon
shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for
the payment of such Certificate (or of the principal amount thereof to be redeemed) at the then
applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to
the giving of such notice of redemption, such notice may state that such redemption is conditional
upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
such redemption, or upon the satisfaction of any prerequisites set forth in such notice of
redemption; and, if sufficient moneys are not received or if such prerequisites are not satisfied, ,
such notice shall be of no force and effect, the City shall not redeem such Certificates and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was
given, to the effect that the Certificates have not been redeemed.
SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record and maintain in the Security
Register the name and address of each and every owner of the Certificates issued under and
29617921.4/1000200793 6
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations by
the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the
Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate (other than the single Initial Certificate authorized in
Section 9 hereof) for transfer at the Designated Payment/Transfer Office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Certificates, executed on behalf of, and
furnished by the City, of authorized denominations and having the same Stated Maturity and of a
like aggregate principal amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates (other than the single Initial Certificate authorized
in Section 9 hereof) may be exchanged for other Certificates of authorized denominations and
having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal
amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be
exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever
any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and
deliver new Certificates, executed on behalf of, and furnished by the City, to the Holder requesting
the exchange.
All Certificates issued in any transfer or exchange of Certificates shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
United States Mail, first class postage prepaid, to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation
to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in
such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates", evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new Certificate or Certificates
registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor
Certificates" shall include any mutilated, lost, destroyed or stolen Certificate for which a
replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the
provisions of Section 24 hereof and such new replacement Certificate shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within forty-five (45)
days of the date fixed for the redemption of such Certificate; provided, however, such limitation
on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Certificate called for redemption in part.
29617921.4/1000200793 7
SECTION 7. Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 4, 5 and 6 hereof relating to the payment, and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book-Entry-Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company
(DTC), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold such Certificates for its participants (the "DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates on the Security Register for all purposes, including payment and notices, shall be
Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or
owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and
DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Certificates or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Certificates, the City covenants and agrees with the Holders
of the Certificates to cause Certificates to be printed in definitive form and issued and delivered
to DTC
ants and Beneficial Owners, as the case may be. Thereafter, the Certificates in
d8�n�veform
'shall beassigned, transferred and exchanged onthe Security Register maintained
bvthe Paying Aoa isUarandpaymert ofsuch Certificates shall bemade inaccordance with
the provisions of Sections 4. 5 and 6 hereof.
SECTION 8. . The Certificates shall be executed on behalf of
the City by the Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and
countersigned bythe City Secretary. The signature ofsuch officers and the seal ofthe City on
the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile
signatures of individuals who are or were the proper officers of the City on the date of the adoption
nfthis Ordinance shall bOdeemed to beduly executed onbehalf ofthe City, notwithstanding that
one Or more of the individuals executing the same shall Cease to be such officer at the time Of
delivery ofthe Certificates to the initial purchaser(s) and with respect to Certificates delivered in
subsequent exchanges and transfers, all aeauthorized and provided )nTexas Government Code,
Chapter 12O1. osamended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpoae, uO\eao there appears on such Certificate either a certificate Of
registration substantially in the form provided in Exhibit B, manually executed by the Comptroller
of Public Accounts of the State of Taxaa, or his duly authorized agent, or @ certificate Of
n3Oiotn@tioO substantially in the form provided in Exhibit B. manually executed by an authorized
offioer, employee or representative of the Paying AoonVRegistnar, and either such certificate duly
signed upon any Certificate shall be conclusive evidence, and the only evidence. that such
Certificate has been duly certified, registered and delivered.
SECTION 9. . The Certificates herein authorized shall be initially
issued either(i)aoasingle fully registered certificate inthe total principal amount shown inSection
3hereof with principal installments tobecome due and payable aaprovided inSection 2hereof
and numbered l--1. or /\\\ as multiple fully registered oert\fioetas, being one certificate for each
year of maturity in the applicable principal amount and denomination and to be numbered
2e617921.4/1000200733 8
consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the
designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the
Attorney General of the State of Texas for approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any
time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written
instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized
denominations, Stated Maturities, principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to
and in accordance with such written instructions from the initial purchaser(s), or the designee
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 10. Forms. Forms Generally. The Certificates, the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying
Agent/Registrar, and the form of Assignment to appear on each of the Certificates, shall be
substantially in the forms set forth in Exhibit B attached hereto with such appropriate insertions,
omissions, substitutions and other variations as are permitted or required by this Ordinance and
may have such letters, numbers or other marks of identification (including identifying numbers and
letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with insurance) and any reproduction of an
opinion of counsel thereon as may, consistently herewith, be established by the City or determined
by the officers executing such Certificates as evidenced by their execution. Any portion of the text
of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed,
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution.
SECTION 11. Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special Fund to be designated "SPECIAL SERIES 2018 TAX AND REVENUE
CERTIFICATE OF OBLIGATION FUND" (the "Certificate Fund"), which Certificate Fund shall be
kept and maintained at the depository bank of the City, and moneys deposited in such Certificate
Fund shall be used for no other purpose. The Mayor, Mayor Pro Tem, City Manager, Deputy City
Manager, Finance Director, Assistant Director of Finance, and City Secretary of the City,
individually or collectively, are hereby authorized and directed to cause to be transferred to the
Paying Agent/Registrar for the Certificates, from funds on deposit in the Certificate Fund, amounts
sufficient to fully pay and discharge promptly each installment of interest and principal of the
Certificates as the same accrues or matures; such transfers of funds to be made in such manner
as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Certificates at the close of business on the last business day next preceding each interest and/or
principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund
may, at the option of the City, be invested in obligations identified in, and in accordance with the
City's Investment Policy, as the same may be amended from time to time and the provisions of
the"Public Funds Investment Act"(Texas Government Code, Chapter 2256, as amended)relating
29617921.4/1000200793 9
to the investment of"bond proceeds"; provided that all such investments shall be made in such a
manner that the money required to be expended from such Fund will be available at the proper
time or times. All interest and income derived from deposits and investments in such Certificate
Fund shall be credited to, and any losses debited to, the such Certificate Fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with the
Certificates.
SECTION 12. Tax Levy. To provide for the payment of the "Debt Service Requirements"
on the Certificates, being (i) the interest on such Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there
shall be and there is hereby levied, within the limitations prescribed by law, for the current year
and each succeeding year thereafter while such Certificates or any interest thereon shall remain
Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in the
City, adequate to pay such Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; such tax shall be assessed and collected each year and
applied to the payment of the Debt Service Requirements, and the same shall not be diverted to
any other purpose. The taxes so levied and collected shall be deposited into the Certificate Fund.
This governing body hereby declares its purpose and intent to provide and levy a tax legally and
fully sufficient to pay the Debt Service Requirements, it having been determined that the existing
and available taxing authority of the City for such purpose is adequate to permit a legally sufficient
tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates herein authorized to be issued shall be determined and accomplished in the
following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after
(a) deducting therefrom the total amount of Debt Service Requirements to
become due on the Certificates prior to the Collection Date for the ad
valorem taxes to be levied and (b) adding thereto the amount of Net
Revenues of the System appropriated and allocated to pay such Debt
Service Requirements prior to the Collection Date for the ad valorem taxes
to be levied.
(2) The amount of Net Revenues, if any, appropriated and to be
set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and
the Collection Date for the taxes to be levied during the next succeeding
calendar year.
(3) The amount of Debt Service Requirements to become due
and payable on the Certificates between the Collection Date for the taxes
then to be levied and the Collection Date for the taxes to be levied during
the next succeeding calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (3) above less the
29617921.4/1000200793 10
sum total of the amounts established in paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 13. Limited Pledge of Net Revenues. The City hereby covenants and agrees
that subject to the prior lien on and pledge of the Net Revenues to the payment and security of
the Prior Lien Obligations, if any, the Net Revenues of the System in the amount of $1,000 are
hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and
the limited pledge of$1,000 of the Net Revenues of the System herein made for the payment of
the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the
terms and provisions hereof, and shall be on a parity in all respects with the lien on the Net
Revenues securing the payment of the Previously Issued Certificates and Additional Obligations,
if issued. Furthermore, such lien on and pledge of the Net Revenues securing the payment of
the Certificates shall constitute a lien on the Net Revenues of the System until such time as the
City shall pay all of such $1,000, after which time the pledge shall cease, all in accordance with
the terms and provisions hereof and be valid and binding without further action by the City and
without any filing or recording except for the filing of this Ordinance in the records of the City.
Texas Government Code, Chapter 1208, as amended, applies to the issuance of the
Certificates and the pledge of the revenues granted by the City under this Section of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended
at any time while the Certificates are Outstanding and unpaid such that the pledge of the revenues
granted by the City under this Section of this Ordinance is to be subject to the filing requirements
of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to
the Holders of the Certificates the perfection of the security interest in such pledge, the City agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply
with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended,
and enable a filing to perfect the security interest in such pledge to occur.
SECTION 14. System Fund. The City hereby covenants and agrees that all gross
revenues of the System (excluding earnings from the investment of money held in any special
funds or accounts created for the payment and security of Prior Lien Obligations) shall be
deposited from day to day as collected into a "System Fund" (hereinafter called the "System
Fund") which System Fund shall be kept separate and apart from all other funds, accounts and
moneys of the City, and shall be maintained at an official depository bank of the City. All moneys
deposited in the System Fund shall be pledged and appropriated to the extent required for the
following purposes and in the order of priority shown, to wit:
First. To the payment of all necessary and reasonable
maintenance and operating expenses of the System as defined herein or
required by statute to be a first charge on and claim against the revenues
thereof;
Second. To the payment of all amounts required to be deposited
in the special Funds created and established for the payment, security and
benefit of Prior Lien Obligations in accordance with the terms and
provisions of the ordinances authorizing the issuance of Prior Lien
Obligations;
Third. To the payment, equally and ratably, of the limited
amounts pledged to the payment of the Certificates and Additional
Obligations, if issued, provided however, at such time as the City shall pay
29617921.4/1000200793 11
the Net Revenues pledged to the payment of the Certificates, such pledge
being limited to $1,000, such pledge shall cease; and
Fourth. Equally and ratably, to the payment of the amounts
pledged to the payment of the outstanding Previously Issued Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment thereof, may be appropriated and
used for any other City purpose now or hereafter permitted by law.
SECTION 15. Deposits to Certificate Fund. The City hereby covenants and agrees to
cause to be deposited in the Certificate Fund from the pledged Net Revenues in the System Fund,
the amount of $1,000.
The City covenants and agrees that the amount of pledged Net Revenues ($1,000),
together with ad valorem taxes levied, collected and deposited in the Certificate Fund for and on
behalf of the Certificates, will be an amount equal to one hundred percent (100%) of the amount
required to fully pay the interest and principal due and payable on the Certificates. In addition,
any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall
be deposited in the Certificate Fund, or another fund created for the payment of the principal of
and interest on any Certificate, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in the Certificate Fund from ad valorem taxes and the Net Revenues.
SECTION 16. Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of the State of Texas
for the security of public funds, and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 17. Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Net Revenues of the System
supporting this issue of Certificates and has lawfully exercised such powers under the
Constitution and laws of the State of Texas, including such power existing under Texas
Local Government Code, Subchapter C of Chapter 271, as amended, and Texas
Government Code, Chapter 1502, as amended.
(b) Other than for the payment of any Prior Lien Obligations, the outstanding
Previously Issued Certificates, and the Certificates, the Net Revenues of the System have
not in any manner been pledged to the payment of any debt or obligation of the City or of
the System.
SECTION 18. Issuance of Prior Lien Obligations and Additional Obligations. The City
hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as
to principal amount, but subject to any terms, conditions or restrictions applicable thereto under
law or otherwise. Prior Lien Obligations hereafter issued may be payable, in whole or in part,
from the Net Revenues (without impairment of the obligation of contract with the Holders of the
Certificates) upon such terms and conditions as the City Council may determine.
In addition, the City reserves the right to issue Additional Obligations, without limitation or
any restriction or condition being applicable to their issuance under the terms of this Ordinance,
29617921.4/1000200793 12
payable from and secured by a lien on and pledge of the Net Revenues of the System of equal
rank and dignity, and on a parity in all respects, with the lien thereon and pledge thereof securing
the payment of the Previously Issued Certificates and the Certificates.
SECTION 19. Subordinate to Prior Lien Obligations, Covenants and Agreements. It is
the intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements and
covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and
to the extent of any irreconcilable conflict between the provisions contained herein and in the
ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and
covenants contained therein shall prevail to the extent of such conflict and be applicable to this
Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby
to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any change or
modification affecting the application of revenues derived from the operation of the System shall
not impair the obligation of contract with respect to the pledge of revenues herein made for the
payment and security of the Certificates.
SECTION 20. Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied and the lien on and pledge of the Net Revenues of the System under this Ordinance
and all covenants, agreements and other obligations of the City to the Holders shall thereupon
cease, terminate and be discharged and satisfied.
Certificates shall be deemed to have been paid within the meaning and with the effect
expressed above in this Section when (i) money sufficient to pay in full such Certificates or the
principal amount(s) thereof at maturity or the redemption date therefor, together with all interest
due thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,
which Government Securities have been certified by an independent accounting firm to mature
as to principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay
the applicable fees and expenses of the Paying Agent/Registrar in connection with the
defeasance of the Certificates when due the principal of and interest on such Certificates, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or, if notice of redemption
has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made, the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use will be
made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds"
within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or
regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited, shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
29617921.4/1000200793 13
and interest on the Certificates and remaining unclaimed for a period of three (3) years after the
Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited
and are held in trust to pay shall, upon the request of the City, be remitted to the City against a
written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from
the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws
of the State of Texas.
SECTION 21. Ordinance a Contract - Amendments. This Ordinance shall constitute a
contract with the Holders from time to time, be binding on the City, and shall not be amended or
repealed by the City so long as any Certificate remains Outstanding except as permitted in this
Section and in Section 28 hereof. The City may, without the consent of or notice to any Holders
of the Certificates, from time to time and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders of the Certificates, including the curing of any ambiguity,
inconsistency or formal defect or omission herein. In addition, the City may, with the written
consent of Holders of the Certificates holding a majority in aggregate principal amount of the
Certificates then Outstanding affected thereby, amend, add to or rescind any of the provisions of
this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no
such amendment, addition or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof,
or the rate of interest thereon, or in any other way modify the terms of payment of the principal of,
premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any
other Certificate, or(3) reduce the aggregate principal amount of Certificates required to be held
by Holders for consent to any such amendment, addition or rescission.
SECTION 22. Notices to Holders -Waivers. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Certificates. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 23. Cancellation. Certificates surrendered for payment, redemption, transfer
or exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and,
if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or
registered and delivered which the City may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled
Certificates held by the Paying Agent/Registrar shall be returned to the City.
SECTION 24. Mutilated-,Destroyed, Lost and Stolen Certificates. In case any Certificate
shall be mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver
a replacement Certificate of like form and tenor, and in the same denomination and bearing a
29617921.4/1000200793 14
number not contemporaneously outstanding, in exchange and substitution for such mutilated
Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon
the approval of the City and after(i)the filing by the Holder thereof with the Paying Agent/Registrar
of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying
Agent/Registrar harmless. All expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder
of the Certificate mutilated, destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates, notwithstanding the enforceability of payment by anyone of the
destroyed, lost or stolen Certificates.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Certificates.
SECTION 25. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Certificates are first
authenticated and delivered to the initial purchaser against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)of
the Regulations, and any replacement proceeds as defined in Section 1.148-1(c)
of the Regulations, of the Certificates.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Certificates are
invested and which is not acquired to carry out the governmental purposes of the
Certificates.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
29617921.4/1000200793 15
_
Certificates. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary Orfinal Income Tax Regulation designed b/
supplement, amend 0rreplace the specific Regulation referenced.
"Yi8|d" of (1) any Investment has the meaning 38t forth /n Section 1.148-5
of the Regulations and (2) the Certificates has the nle8OiOg set forth in Section
1.14O-4ofthe 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 annoUDtS (Or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in 8 manner which if made or omitted, respectively, would cause the interest On any Certificate to
become includable iDthe gross income,85defined inSection 61of the Code, 0fthe Holder thereof
for federal income tax purposes. Without limiting the generality Dfthe foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field Ofmunicipal bond
law tothe effect that failure tncomply with such covenant will not adversely affect the ena0pdnn
from federal income tax of the interest OM any Certificate, the City shall comply with each of the
specific covenants inthis Section.
(o) 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 nfCertificates:
(1) exclusively ovvn. operate and possess all pnJPedw the
acquisition. construction Or improvement Of which is to be financed or
refinanced directly orindirectly with Gross Proceeds of the Certificates, and
not use Vrpermit the use ofsuch 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 Orentity (including the
United States or any agency, department and instrumentality thereof)other
than ostate orlocal government, unless such use iSsolely oSamember of
the general public; and
(2) not directly or indirectly impose oraccept any charge or
other payment by any person or entity who is treated as using Gross
Proceeds of the Certificates or any property the acquisition, construction or
improvement of which is to be financed or refinanced directly or indirectly
with such Gross Procaeda, 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) . Except to the extent permitted by Section 141 of the Code and
-
the Regulations
Uonn and rulings thereunder, the City shall not use Gross Proceeds of the Certificates
to make or finance loans to any person or entity other than o state or local government. For
purposes of the foregoing covenant. Such Gross Proceeds are considered to be "loaned" to a
person orentity if: (1) property acquired, constructed or improved with such GpOoo Proceeds is
sold 0rleased .Dsuch person urentity \natransaction which creates odebt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under take-or-pay, output nrsimilar contract orarrangement; or(3) indirect benefitS, or burdens
and benefits of ownership, of such Gross Proceeds orany property acquired, constructed or
2e817921.4/1000200793 16
improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates.
M Not Federally Guaranteed. Except to the extent permitted by Section 149(b)of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed within the meaning of Section
149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Repo . The City shall timely file the information required by Section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of accounting for at least
six years after the day on which the last outstanding Certificate is
discharged. However, to the extent permitted by law, the City may
commingle Gross Proceeds of the Certificates with other money of the City,
provided that the City separately accounts for each receipt and expenditure
of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City
shall calculate the Rebate Amount in accordance with rules set forth in
Section 148(f) of the Code and the Regulations and rulings thereunder.
The City shall maintain such calculations with its official transcript of
proceedings relating to the issuance of the Certificates until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the
Certificates by the Purchaser and the loan of the money represented
thereby, and in order to induce such purchase by measures designed to
insure the excludability of the interest thereon from the gross income of the
owners thereof for federal income tax purposes, the City shall pay to the
United States out of the Certificate Fund or its general fund, as permitted
by applicable Texas statute, regulation or opinion of the Attorney General
of the State of Texas, the amount that when added to the future value of
previous rebate payments made for the Certificates equals (i) in the case
of a Final Computation Date as defined in Section 1.148-3(e)(2) of the
Regulations, one hundred percent (100%) of the Rebate Amount on such
date; and (ii) in the case of any other Computation Date, ninety percent
29617921.4/1000200793 17
(90%) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and
in the manner as is or may be required by Section 148(f) of the Code and
the Regulations and rulings thereunder, and shall be accompanied by Form
8038-T or such other forms and information as is or may be required by
Section 148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that
no errors are made in the calculations and payments required by
paragraphs (2) and (3) and, if an error is made, to discover and promptly
correct such error within a reasonable amount of time thereafter(and in all
events within one hundred eighty (180) days after discovery of the error),
including payment to the United States of any additional Rebate Amount
owed to it, interest thereon, and any penalty imposed under Section 1.148-
3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Certificates not been
relevant to either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Deputy City Manager, Finance Director, and Assistant Director of Finance, either or any
combination of them, to make elections permitted or required pursuant to the provisions of the
Code or the Regulations, as they deem necessary or appropriate in connection with the
Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form
or document.
SECTION 26. Sale of the Certificates —Official Statement Approval. Pursuant to a public
sale for the Certificates, the bid submitted by Robert W. Baird & Co., Inc. (the "Purchaser"), is
declared to be the best bid received producing the lowest true interest cost rate to the City, and
the sale of the Certificates to the Purchaser at the price of par plus accrued interest, if any, and a
net cash premium of$264,115.95, is hereby determined to be in the best interests of the City and
is approved and confirmed. Delivery of the Certificates to the Purchaser shall occur as soon as
possible upon payment being made therefor in accordance with the terms of sale. The Initial
Certificate shall be registered in the name of the Purchaser.
Furthermore, the use of the Preliminary Official Statement by the Purchaser in connection
with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in
all respects. The final Official Statement, which reflects the terms of sale (together with such
changes approved by the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Finance
Director, Assistant Director of Finance, or City Secretary, one or more of such officials), shall be
and is hereby in all respects approved and the Purchaser is hereby authorized to use and
distribute such final Official Statement, dated March 13, 2018, in the reoffering, sale, and delivery
of the Certificates to the public. The Mayor and City Secretary are further authorized and directed
to manually execute and deliver for and on behalf of the City copies of such Official Statement in
final form as may be required by the Purchaser, and such final Official Statement in the form and
29617921.4/1000200793 18
content manually executed by such officials shall be deemed to be approved by the City Council
and constitute the Official Statement authorized for distribution and use by the Purchaser.
SECTION 27. Proceeds of Sale. Immediately following the delivery of the Certificates,
the proceeds of sale, less amounts to pay costs of issuance, shall be deposited to the credit of
the construction fund maintained at a depository bank of the City, and the balance of the proceeds
of sale of the Certificates shall be expended to pay costs of issuance. Pending expenditure for
authorized projects and purposes, Certificate proceeds may be invested in authorized
investments and any investment earnings realized shall be expended for such authorized projects
and purposes or, in the event such projects have been completed, deposited in the Certificate
Fund. Any surplus proceeds of sale of the Certificates, including investment earnings, remaining
after completion of all authorized projects or purposes shall be disbursed for payment of costs of
issuance or deposited to the credit of the Certificate Fund.
SECTION 28. Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1)within six months
after the end of each fiscal year, beginning in or after 2018, financial information and operating
data with respect to the City of the general type included in the Official Statement and described
in Exhibit C hereto, and (2) within 12 months after the end of each fiscal year ending in or after
2018, audited financial statements. If such audited financial statements are not complete within
12 months after any such fiscal year end, then the City will file unaudited financial statements
within such 12 month period and audited financial statements for the applicable fiscal year, when
and if the audit report on such statements becomes available. Any financial statements so
provided shall be prepared in accordance with the accounting principles described in Exhibit C
hereto, or such other accounting principles as the City may be required to employ from time to
time pursuant to state law or regulation, and audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
documents available to the public on the MSRB's internet web site or filed with the SEC.
(c) Notice of Certain Events.
The City shall provide notice of any of the following events with respect to the Certificates
to the MSRB in a timely manner and not more than ten (10) business days after occurrence of
the event:
29617921.4/1000200793 19
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB), or other material notices or determinations with respect to the
tax status of the Certificates, or other material events affecting the tax status of the
Certificates;
(7) Modifications to rights of holders of the Certificates, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City,
which shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
(14) Appointment of a successor or additional trustee or the change of
name of a trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)(12)
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with Subsection (b) of this Section of this
Ordinance by the time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
29617921.4/1000200793 20
II provided in an electronic format prescribed b the MSRB and shall be accompanied b
shall be p o p y p Y
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Certificates within the meaning of the Rule,
except that the City in any event will give the notice required by Subsection (c) of this Section of
any Certificate calls and defeasance that cause the City to be no longer such an "obligated
person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Certificates; and, nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section. Except as expressly provided within
this Section, the City does not undertake to provide any other information, whether or not it may
be relevant or material to a complete presentation of the City's financial results, condition, or
prospects; nor does the City undertake to update any information provided in accordance with
this Section or otherwise. Furthermore, the City does not make any representation or warranty
concerning such information or its usefulness to a decision to invest in or sell Certificates at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a change
in legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the City, but only if (1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates
in compliance with the Rule, taking into account any amendments or interpretations of the Rule
to the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates
consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally
recognized bond counsel)determines that such amendment will not materially impair the interests
of the Holders and beneficial owners of the Certificates. The provisions of this Section may also
be amended from time to time or repealed by the City if the SEC amends or repeals the applicable
provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid,
29617921.4/1000200793 21
but only if and to the extent that reservation of the City's right to do so would not prevent
underwriters of the initial public offering of the Certificates from lawfully purchasing or selling
Certificates in such offering. If the City so amends the provisions of this Section, it shall include
with any amended financial information or operating data next provided pursuant to subsection
(b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
SECTION 29. Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing of the
Certificates, and shall take and have charge and control of the Initial Certificate pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchaser.
�
authorized Uutake and have charge of all necessary orders and records pending investigation oy
the Attorney General of the State of Texas, including the printing of the Certificates, and shall take
and have charge and #Jn1nO| of the |Did8/ Certificate(s) pending the approval thereof by the
Attorney GaOer@|. the registration thereof bythe Comptroller nfPublic Accounts and the delivery
thereof tothe Purchaser.
Furtherrnone, any one or more of the K8ayDr, Mayor Pro -[nnn. City K8ona0er, Deputy City
K4anagSr, Finance D\nac0zr. Assistant Director of Finance, and City Secretary are hereby
expressly authorized, empowered and directed from time kJtime and atany time to do and
perform all such acts and things and tnexecute, 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 ordesirable in order to carry out the terms and provisions of
this [)rdin8DC8 and the (SsUaDc9 of the Certificates. In addition, prior to the initial delivery of the
Certificates, the Mayor, Mayor Pro Tern, City Manager, Deputy City Manager, Finance [)iny{tor`
Assistant Director nfFinance, City Secretary, or Bond Counsel hothe District are each hereby
authorized and directed to approve any technical changes or corrections to this Ordinance or to
any of the documents authorized and approved by this Ordinance: (i) in order to cure any technical
8Olb)gUity, fo[rn8| d8feCt. Or onOiSSiOD in the C}rdiO8Oc8 Or such other document; Or /}i\ as
requested by the Attorney General of the State of Texas Or his representative to obtain the
approval ofthe Certificates hythe Attorney General and ifsuch officer orcounsel determines that
such changes are consistent with the intent and purpose ofthe 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 ofsuch docunnent, such signature
nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained
iDoffice until such delivery.
SECTION 31. The Purchaser's obligation toaccept delivery of
the Certificates is subject to being furnished afina| opinion of Norton Rose Fu|briOht US LLP.
[]a||as. Texos, approving the Certificates as to their vo|idity, such opinion to be dated and
delivered aanfthe date ofdelivery and payment for the Certificates. Anexecuted counterpart of
such opinion shall accompany the global certificates deposited with DTC ora true and correct
reproduction thereof shall be printed on the definitive Certificates in the event the book-entry-only
system shall bodiscontinued.
SECTION 32. CUSIP Numbers. CUS|Pnumbers may beprinted ortyped Vnthe definitive
Certificates. \tisexpressly provided, however, that the presence orabsence OfCUS|Pnumbers
29617921.4/1000200793 22
on the definitive Certificates shall be of no significance or effect as regards the legality thereof,
and neither the City nor attorneys approving such Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 33. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions is intended
to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the
Holders.
SECTION 34. Inconsistent Provisions. Subject to Section 19 hereof, all ordinances,
orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of
this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this
Ordinance shall be and remain controlling as to the matters contained herein.
SECTION 35. 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 36. Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 37. Severability. If any provision of this Ordinance or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 38. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 39. Construction of Terms. if appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 40. Public Meeting. It is officially found, determined and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 41. Effective Date. In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[The remainder of this page intentionally left blank.]
29617921.4/1000200793 23
PASSED AND ADOPTED, this March 13, 2018.
CITY OF EULESS, TEXAS
S
Ma or
ATTEST:
k
ity ityreaSery
(City Sea])
APPROVED AS TO FORM:
City Attorney
S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
29617921.4/1000200793 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of March 13, 2018 (this "Agreement"), by and
between U. S. Bank National Association, a banking association duly organized and existing
under the laws of the United States of America, or its successors (the "Bank") and the City of
Euless, Texas (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Euless, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 2018" (the "Securities"), dated March 1, 2018, such Securities scheduled to be
delivered to the initial purchasers thereof on or about April 12, 2018; 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).
29685642.2/1000200793
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.
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
M
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
U.S. Bank National Association
Attention: Bond Operations
111 Fillmore Avenue East
St. Paul, Minnesota 55107-1402
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register -Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
3
electronic or other means and will be capable at all times of producing a hard copy of the Security
Register at its Dallas office for use by the Issuer. All transfers, exchanges and replacements of
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed 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.
3
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.
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, 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
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 - Paving Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
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.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
7
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
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 6.1.0 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 No Boycott of 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, as amended,
the Bank hereby verifies that the Bank 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
8
person or entity doing business in Israel or in an Israeli-controlled territory, but does not include
an action made for ordinary business purposes..
Section 6.13 Iran, Sudan and Foreign Terrorist Organizations. Pursuant to
Subchapter F, Chapter 2252, Texas Government Code, to the extent applicable to this
agreement, the Bank represents that it is not a company (as defined in Section 2270.0001(2),
Texas Government Code) engaged in business with Iran, Sudan, or a foreign terrorist
organization (as defined in Section 2252.151(2), Texas Government Code) and that it is not on a
list prepared and maintained by the Comptroller of Public Accounts of the State of Texas under
Sections 2270.0201 or 2252.153, Texas Government Code.
Section 6.14 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.]
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
U. S. BANK NATIONAL ASSOCIATION
By:
Title:
ATTEST: Address: 13737 Noel Road, Suite 800
Dallas, Texas 75240
By:
Title:
[signature page to Paying AgenNRegistrar Agreement- signatures continue on next page]
S-1
CITY OF EULESS, TEXAS
By:
Mayor
Address: 201 North Ector Drive
Euless, Texas 76039
Attest:
City Secretary
[signature page to Paying AgenbRegistrar Agreement]
S-2
EXHIBIT B
FORM OF CERTIFICATE
(a) Form of Definitive Certificate.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2018
Certificate Date: Interest Rate: Stated Maturity: CUSIP NO:
March 1, 2018 %
Registered Owner:
Principal Amount: DOLLARS
The City of Euless (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the Registered Owner named above (the "Registered
Owner"), or the registered assigns thereof, the Principal Amount stated above, on the Stated
Maturity date specified above (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest (computed on the basis of a 360-day year consisting of twelve
30-day months) on the unpaid Principal Amount hereof from the interest payment date next
preceding the"Registration Date" of this Certificate appearing below(unless this Certificate bears
a "Registration Date" as of an interest payment date, in which case it shall bear interest from such
date, or unless the"Registration Date" of this Certificate is prior to the initial interest payment date,
in which case it shall bear interest from the date of their delivery to the initial purchaser at the per
annum rate of interest specified above; such interest being payable on February 15 and August
15 of each year, commencing February 15, 2019, until maturity or prior redemption. Principal of
this Certificate is payable at its Stated Maturity or upon its prior redemption to the Registered
Owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of
the Paying Agent/Registrar executing the registration certificate appearing hereon, or its
successor. Interest is payable to the Registered Owner of this Certificate (or one or more
Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name
appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date", which is the last business day of the month next preceding each
interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent
United States Mail, first class postage prepaid, to the address of the Registered Owner recorded
in the Security Register on the Record Date or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. If the date
for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, legal
holiday or a day when banking institutions in the city where the Designated Payment/Transfer
Office is located are authorized by law or executive order to close, then the date for such payment
29617921 A/1000200793 B-1
shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day when
banking institutions are authorized to close; and payment on such date shall have the same force
and effect as if made on the original date payment was due. All payments of principal of, premium,
if any, and interest on this Certificate shall be without exchange or collection charges to the
Registered Owner hereof and in any coin or currency of the United States of America which at
the time of payment is legal tender for the payment of public and private debts.
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $9,180,000 (herein referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) the construction of public works, to wit: (a)
constructing, renovating, enlarging, equipping, and improving various streets, roads, bridges,
overpasses, alleyways, thoroughfares, sidewalks, pathways and related municipal facilities within
the
including lane markings, signage, street drainage, curbs, gutters, ADA accessibility,
� traffiCsignals, lighting and landscaping related thereto and the acquisition cfnecessary rights-of-
way and
gD\S-oTvvay@nd land in COnD8CtiOn therewith; (b) constructing, renovating, anksrging, equipping, and
improving water and wastewater facilities for the City and the acquisition of necessary rights-of-
way8nd land inconnection therewith; and (c) FeDOvaUOg. improving and equipping existing City
buildings and facilities for police, fire and other City departments, including HVAC system and
lighting innpnDV8OoeOtS. and (ii) professional services rendered in relation to such projects and
financing th8F8Of. under and in Strict conformity with the CoDShtUdOn and |8xvS of the State Of
Texas, particularly Texas Local Government Coda, Subchapter C of Chapter 271, as annended,
and pursuant to on Ordinance adopted by the governing body of the City /herein referred to as
the "Ordinance").
The Certificates maturing on and after February 15, 2028, may be redeemed prior to their
Stated Maturities, at the option of the C|ity, in whole or in part, from time to time, in principal
8000untS of $5.000 Or any iDt8gR3| O0U|dp\e thereof (and if within a Stated Maturity, by lot by the
Paying A8ent/R8Qistr@r). onFebruary 15. 2U27. oronany date thereafter, at the redemption price
ofpar, together with accrued interest to the date ofredemption.
At least thirty(30) days prior to a redemption date, the City shall cause a written notice of
such redemption to be sent by United States K4ai|, first o|8as postage pr8paid, to the registered
owners of each Certificate to he redeemed at the address shown on the Security Register and
subject to the terms and provisions relating thereto contained in the Ordinance. If Certificate
(or any portion of its principal sum) shall have been duly called for redemption and notice Dfsuch
redemption duly given, than upon the redemption dote such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of
the redemption price and the interest accrued onthe principal amount toberedeemed tOthe date
of redemption are held for the purpose of such payment by the Paying Ay8nt/F(egistror, interest
shall cease toaccrue and bepayable from and after the redemption date onthe principal amount
redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co.. payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued tothe registered owner, without charge. |foCertificate iaselected for redemption, in whole
orinpart, the City and the Paying Agent/Registrar8haUnVtbarequiredtotranshersuohC}ert\ficete
0m@nassignee ofthera8ist8redovvnervvhhinfortv-hve (45)dayaof1heredenmpdnnda1etherefor;
23617821.*/1000200793 B-2
provided, however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unrecleemed balance of a Certificate redeemed in part.
With respect to any optional redemption of the Certificates, unless moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall
have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption,
such notice may state that such redemption is conditional upon the receipt of such moneys by the
Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction
of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received, or if such prerequisites are not satisfied, such notice shall be of no force and effect, the
City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the
�
manner in which the notice of redemption was given, to the effect that the Certificates have not
been redeemed.
The Certificates are payable from the proceeds nfan ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of the
Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sewer
System (the''8ystern^). such pledge ofthe Net Revenues for the payment ofthe Certificates being
limited to an amount of $1'000 and, together with a parity pledge securing the payment of the
Previously Issued Certificates (identified and defined in the OrdiD2nCe\, being junior and
subordinate to the lien on and pledge of the Net Revenues securing the payment of "Prior Lien
Obligations" (as defined in the Ordinance), if any, hereafter issued by the City. |nthe Ordinance,
the City reserves and retains the right to issue Prior Lien Obligations vvh\|B the Certificates are
outstanding without \\rnit8bVn as to principal amount but subject to any 1errnS, conditions or
restrictions as may be applicable thereto under law orotherwise, as well as the right to issue
Additional Obligations (identified and defined in the Ordinance) payable from the same sources
as the Certificates and, together with the Certificates, equally and ratably secured by a parity lien
oOand pledge ofthe Net Revenues of the System.
Reference is hereby mode to the {]rdinanoe, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying A0ant/F(egishor, and to a// the provisions of which the
Registered Owner hereof by the acceptance hereof hereby assents, for definitions of terms; the
description ofand the nature and extent nfthe tax levied for the payment ofthe Certificates; the
properties constituting the System; the limited amount ofNet Revenues pledged tothe payment
of the principal of and interest on the Certificates; the nature and extent and manner Of
enforcement nfthe pledge; the terms and conditions relating tmthe transfer Ofthis Certificate; the
conditions upon which the Ordinance may be amended Or supplemented with or without the
consent of the Registered Owners of the Certificates; the rights, duties and obligations of the City
and the Paying Aoen�Re0istn3r; the terrnsand provisions upon vvhiuhthe tax levy and the liens,
p|edgas, charges and covenants made therein may be discharged at or prior tothe maturity of
this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the
other terms and provisions contained therein. Capitalized terms used herein and not otherwise
defined have the meanings assigned inthe Ordinance.
This Certificote, subject to certain limitations contained in the C}ndinance, may be
transferred on the Security Register only upon its presentation and surrender atthe Designated
Payment/Transfer Office Of the Paying Agnnt/F<egiatnar, with the Assignment hereon duly
endorsed by, oraccompanied byawritten instrument oftransfer\nform satisfactory to the Paying
V
A�mDRegistrardu\yexecutad by. the Registered Owner hereof, or his or her duly authorized
- tWhen one orrnonafuUyregistered <�ert�ic@has
agent. ' .
29017921.4/1000200793 B-3
of authorized denominations and of the same aggregate principal amount will be issued by the
Paying Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, may treat the Registered
Owner hereof whose name appears on the Security Register(i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner
entitled to payment of principal hereof at its Stated Maturity or upon its prior redemption, in whole
or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor
the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In
the event of nonpayment of interest on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each Registered Owner appearing on
the Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and covenanted that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that
all acts, conditions and things required to exist and be done precedent to and in the issuance of
the Certificates to render the same lawful and valid obligations of the City have been properly
done, have happened and have been performed in regular and due time, form and manner as
required by the Constitution and laws of the State of Texas, and the Ordinance; that the
Certificates do not exceed any constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Certificates by the levy of a tax
and a pledge of a limited amount of the Net Revenues of the System as aforestated. In case any
provision in this Certificate or any application hereof shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions and applications shall not in any
way be affected or impaired thereby. The terms and provisions of this Certificate and the
Ordinance shall be construed in accordance with and shall be governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
29617921.4/1000200793 B-4
CITY OF EULESS, TEXAS
[Mayor] [Mayor Pro Tem]
COUNTERSIGNED:
City Secretary
(SEAL)
(b) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate(s) onl .
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(c) Form of Certificate of Paying Agent/Registrar to Appear on Definitive Certificates
only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the within-
mentioned Ordinance; the certificate or certificates of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
29617921 A/1000200793 B-5
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated office of the Paying Agent/Registrar in St. Paul, Minnesota, is the
Designated Payment/Transfer Office for this Certificate.
U.S. BANK NATIONAL ASSOCIATION,
Dallas, Texas, as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Print or typewrite name, address and zip code of transferee):
(Social Security or other identifying number:
)the within Certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full
power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the
Registered Owner as it appears on the face of
the within Certificate in every particular.
29617921.4/1000200793 B-6
(e) The Initial Certificate(s) shall be in the form set forth in paragraph (a) of this
Section, except that the heading and first paragraph of the form of a single fully registered Initial
Certificate shall be modified as follows:
REGISTERED REGISTERED
NO. T-1 $9,180,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2018
Certificate Date:
March 1, 2018
Registered Owner: ROBERT W. BAIRD & CO., INC�
Principal Amount: NINE MILLION ONE HUNDRED EIGHTY THOUSAND DOLLARS
The City of Euless (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the Registered Owner named above (the "Registered
Owner"), or the registered assigns thereof, on the dates in each of the years and in principal
installments and bearing interest at per annum rates in accordance with the following schedule:
PRINCIPAL INTEREST
MATURITY INSTALLMENTS ($) RATE (%
(Information to be inserted from schedule in Section 3 hereof.)
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest
(computed on the basis of a 360-day year consisting of twelve 30-day months) on the unpaid
Principal Amount hereof from the date of their delivery to the initial purchaser at the per annum
rate of interest specified above; such interest being payable on February 15 and August 15 of
each year, commencing February 15, 2019, until maturity or prior redemption. Principal
installments of this Certificate are payable in the year of maturity or on a redemption date to the
registered owner hereof by U.S. Bank National Association, Dallas, Texas (the "Paying
Agent/Registrar"), upon presentation and surrender, at its designated offices in St. Paul,
Minnesota (the "Designated Payment/Transfer Office"), or its successor. Interest is payable to
the Registered Owner of this Certificate (or one or more Predecessor Certificates, as defined in
the Ordinance hereinafter referenced) whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date, and interest
shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the Registered Owner recorded in the Security Register on the Record
Date or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at
the risk and expense of, the Registered Owner. If the date for the payment of the principal of or
interest on the Certificates shall be a Saturday, Sunday, legal holiday or a day when banking
institutions in the city where the Designated Payment/Transfer Office is located are authorized by
29617921.4/1000200793 B-7
law or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due. All payments of principal of, premium, if any, and interest
on this Certificate shall be without exchange or collection charges to the Registered Owner hereof
and in any coin or currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
(the remainder of this page left blank intentionally)
29617921.4/1000200793 B-8
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 of this Ordinance.
Annual Financial Information and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The financial statements of the City, portions of which are appended to the Official
Statement as Appendix B for the most recently concluded fiscal year.
2. The information included in Tables 1 through 6 and 8 through 15 in the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
k
29617921.4/1000200793 C-1