HomeMy WebLinkAbout2011-02- TIRZ#3 RESOLUTION NO. 2011-02 TIRZ#3
A RESOLUTION APPROVING DEDICATION OF
REVENUE FROM TAX INCREMENT REINVESTMENT
ZONE NUMBER THREE, CITY OF EULESS, TEXAS —
GLADE PARKS TO THE CITY OF EULESS, TEXAS
WHEREAS, as authorized by Chapter 311 of the Texas Tax Code (the "Act") and
pursuant to Ordinance No. 1892, adopted by the City Council of the City of Euless,
Texas (the "City") on November 9, 2010, the City created Tax Increment Reinvestment
Zone Number Three, City of Euless, Texas—Glade Parks (the "Zone"); and
WHEREAS, pursuant to Ordinance No. 1892 the City created the Board of
Directors for the Zone; and
WHEREAS, the Board of Directors shall make recommendations to the City
Council concerning the administration, management and operation of the Zone; and
WHEREAS, on November 22, 2010, the Board of Directors approved the project
and financing plan for the Zone; and
WHEREAS, pursuant to Ordinance No. 1894 the City approved the project and
financing plan for the Zone; and
WHEREAS, the project and financing plan details the infrastructure costs eligible;
and
WHEREAS, the City Council approved Ordinance No. 1901 (Exhibit A)
authorizing the issuance of certificates of obligation for $3,035,000 of which $2,854,870
will be used for the purpose of paying contractual obligations to be incurred for (i) street
improvements, including drainage, landscaping, curbs, gutters, sidewalks, entryways,
signage, lighting and traffic signalization indicated thereto and the acquisition of land
and rights-of-way and (ii) professional services rendered in relating to such projects and
the financing thereof; and
WHEREAS, the City contributed $180,130 of cash proceeds to be used for the
purpose of paying contractual obligations to be incurred for (i) street improvements,
including drainage, landscaping, curbs, gutters, sidewalks, entryways, signage, lighting
and traffic signalization indicated thereto and the acquisition of land and rights-of-way
and (ii) professional services rendered in relating to such projects; and
WHEREAS, the costs detailed in Exhibit A are costs eligible to be paid with the
revenues deposited to the tax increment fund established for reimbursement by the
Zone and are consistent with Chapter 311 of the Texas Tax Code; and
WHEREAS, the cash contribution of $180,130 is an eligible cost to be paid with
the revenues deposited to the tax increment fund established for reimbursement by the
Zone and are consistent with Chapter 311 of the Texas Tax Code; and
WHEREAS, the total principal and interest for the certificates that will be used to
fund eligible project costs totals $4,222,510.61 (Exhibit B); and
WHEREAS, the Board agrees that the costs detailed in Exhibit B and the cash
contribution of $180,130 are eligible costs which may be paid from the revenues
deposited to the tax increment fund established in connection with the Zone and use of
such funds to pay such costs is consistent with Chapter 311 of the Texas Tax Code;
and
WHEREAS, the Board finds that the use of revenue in the tax increment fund
established for the Zone will further the purposes of the Zone and is necessary to the
implementation of the project and financing plan for the Zone;
NOW THEREFORE BE IT RESOLVED BY THE TAX INCREMENT
REINVESTMENT ZONE NUMBER THREE, CITY OF EULESS, TEXAS — GLADE
PARKS BOARD OF DIRECTORS, THAT:
SECTION 1.
All revenues collected within the Zone and deposited to the tax increment fund
® established for the Zone shall be dedicated to the City of Euless for payment of the debt
service related to approved project costs reflected in Exhibit B and the repayment of
cash contributions by the City of Euless for approved project costs until such time as
such costs and refunding of such costs have been paid in full.
SECTION 2.
This Resolution shall take effect immediately from and after its passage in
accordance with the Charter of the City of Euless and it is accordingly so resolved.
PASSED AND APPROVED at a meeting of the Tax Increment Reinvestment
Zone Number Three, City of Euless of Euless, Texas — Glade Parks on the 7 day of
March 2011 by a vote of 6 ayes, o nays, and ° abstentions.
APPROVED: ,--,j
4,)
72_7'
Mary Lib Saleh, Chairnvfan, Board of Directors
Tax Increment Reinvestment Zone Number Three, City of Euless, Texas —Glade Parks
ATTEST:
C
S an Crim, ( ity Secretary
Exhibit "A" to Resolution 2011-02TIRZ#3
ORDINANCE NO 1901
AN ORDINANCE authorizing the issuance of "CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED
PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES
2011"; providing for the payment of said certificates of obligation by the
levy of an ad valorem tax upon all taxable property within the City and a
limited pledge of the net revenues from the operation of the City's
Waterworks and Sewer System; prescribing the terms and details of such
Certificates and resolving other matters incident and related to the
issuance, sale, security, payment and delivery of said Certificates,
including the approval and execution of a Paying Agent/Registrar
Agreement and a Purchase 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$3,100,000 for the purpose of paying contractual obligations
to be incurred for (i) street improvements, including drainage, landscaping, curbs, gutters,
sidewalks, entryways, signage, lighting and traffic signalization indicated thereto and the
acquisition of land and rights-of-way thereof and (ii)professional services rendered in relating to
such projects and the financing thereof, has been duly published in the Fort Worth Star-
Telegram, a newspaper hereby found and determined to be of general circulation in the City of
Euless, Texas, on December 16, 2010 and December 23, 2010, 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 said "NOTICE OF INTENTION TO ISSUE CITY
OF EULESS, TEXAS, TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES
2011"; and
WHEREAS, no petition protesting the issuance of such certificates and bearing valid
petition signatures of at least five percent (5%) of the qualified voters of the City has been
presented to or filed with the City Secretary, any member of the City Council or any other
official of the City on or prior to the date of the passage of this Ordinance; and
WHEREAS, the City Council hereby finds and determines that the certificates of
obligation described in such notice should be issued and sold at this time in the amount and
manner as hereinafter provided; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS:
SECTION 1. Authorization - Designation - Principal Amount- Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
90298240.4/11010647
amount of $3,035,000, to be designated and bear the title "CITY OF EULESS, TEXAS TAX
AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2011" (the "Certificates"), for the purpose of
paying contractual obligations to be incurred for (i) street improvements, including drainage,
landscaping, curbs, gutters, sidewalks, entryways, signage, lighting and traffic signalization
3 indicated thereto and the acquisition of land and rights-of-way thereof and (ii) professional
services rendered in relating to such projects and the financing thereof; and,pursuant to authority
conferred by and in conformity with the Constitution and laws of the State of Texas, including
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Certificates are issuable in fully registered form only; shall be dated
January 15, 2011 (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 August 15 in each of the years and in principal amounts (the "Stated Maturities") and
0 bear interest at the per annum rate(s)in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate
k 2013 $ 125,000 3.000%
2014 130,000 3.000%
2015 130,000 3.000%
2016 135,000 3.000%
2017 140,000 3.000%
2018 145,000 3.000%
2019 150,000 4.000%
**** ****** *****
2021 315,000 4.000%
2022 165,000 4.000%
2023 175,000 4.000%
2024 180,000 4.000%
**** ****** *****
2026 380,000 4.000%
**** ****** *****
2028 415,000 4.125%
**** ****** ******
2030 450,000 4.250%
Interest on the Certificates shall accrue from the Certificate Date at the per annum rate(s)
shown above in this Section, and such interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Interest on the Certificates shall be payable on February 15
and August 15 of each year, commencing August 15, 2011, until maturity or prior redemption.
SECTION 3. Terms of Payment - Paving Agent/Registrar. The principal of, premium,
if any, and the interest on the Certificates, due and payable by reason of maturity, redemption or
Ni)
otherwise, shall be payable only to the registered owners or holders of the Certificates
90298240.4/11010647 2
(hereinafter called the "Holders") appearing on the registration and transfer
the Paying Agent/Registrar and the payment books maintained by
P yment 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 a
and private debts, and shall be without exchange or collection charges to the Holders. of public
The selection and appointment of U.S. Bank National Association, Dallas, Texas, to
serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed, and the
City agrees and covenants to cause to be kept and maintained by the Paying Agent/Registrar
books and records relating to the registration, payment and transfer of the Certificates (the
"Security Register"), all as provided herein, in accordance with the terms and provisions of a
"Paying Agent/Registrar Agreement" substantially in the form attached hereto as Exhibit A and
such reasonable rules and regulations as the Paying Agent/Registrar and City may prescribe; and
the Mayor or Mayor Pro Tem and City Secretary are 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 initially in St. Paul, Minnesota, 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
order to be closed, then the date for such payment y executive
not
p yment 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
C 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
90298240.4/11010647 3
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4. Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after
August 15, 2022, shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of$5,000 or any integral multiple thereof(and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2021, or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
(b) Mandatory Redemption. The Certificates maturing on August 15 in each of the
years 2021, 2026, 2028 and 2030 (the "Term Certificates") shall be subject to mandatory
redemption in part prior to maturity at the redemption price of par and accrued interest to the
date of redemption on the respective dates and in principal amounts as follows:
Term Certificates due August 15, 2021 . Term Certificates due August 15,2026
Redemption Date Principal Amount Redemption Date Principal Amount
August 15,2020 $155,000 August 15, 2025 $185,000
August 15,2021 $160,000(maturity) August 15,2026. '.$195,000(maturity)
Term Certificates due August 15, 2028 Term Certificates due August 15,2030
Redemption Date Principal Amount Redemption Date Principal Amount
August 15,2027 $205,000 August 15, 2029 $220,000
August 15, 2028 $210,000(maturity) August 15,2030 $230,000(maturity
Approximately forty-five(45) days prior to each mandatory redemption date for the Term
Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates
within the applicable Stated Maturity to be redeemed on the next following August 15 from
moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term
Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Certificates for a Stated Maturity required to be
redeemed on a mandatory redemption date may be reduced, at the option of the City, by the
principal amount of Term Certificates of like Stated Maturity which, at least 50 days prior to the
mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the
principal amount of such Term Certificates plus accrued interest to the date of purchase thereof,
and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed
pursuant to the optional redemption provisions set forth in subsection (a) of this Section and not
theretofore credited against a mandatory redemption requirement.
(c) Exercise of Redemption Option. At least forty-five (45) days prior to an optional
redemption date for the Certificates (unless a shorter notification period shall be satisfactory to
the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date
of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall
be entered in the minutes of the governing body of the City.
90298240.4111010647 4
(d) Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Certificates as representing the number of Certificates Outstanding which is
obtained by dividing the principal amount of such Certificates by $5,000 and shall select the
Certificates to be redeemed within such Stated Maturity by lot.
(e) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and(v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder.
If a Certificate is subject by its terms to prior redemption and has been called for redemption and
notice of redemption thereof has been duly given as hereinabove provided, such Certificate (or
the principal amount thereof to be redeemed) shall become due and payable and interest thereon
shall cease to accrue from and after the redemption date therefor,provided moneys sufficient for
the payment of such Certificate (or of the principal amount thereof to be redeemed) at the then
applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
(f) Conditional Notice of Redemption. With respect to any optional redemption of
the Certificates, unless moneys sufficient to pay the principal of and premium, if any, and
interest on the Certificates to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth
in such notice of redemption; and, if sufficient moneys are not received, such notice shall be of
no force and effect, the City shall not redeem such Certificates and the Paying Agent/Registrar
shall give notice, in the manner in which the notice of redemption was given, to the effect that
the Certificates have not been redeemed.
SECTION 5. Registration - Transfer - Exchange of Certificates - Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record and maintain in the Security
C Register the name and address of each and every owner of the Certificates issued under and
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations
90298240.4/11010647 5
by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate (other than the single Initial Certificate authorized in
Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying
Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Certificates, executed on behalf of, and
furnished by the City, of authorized denominations and having the same Stated Maturity and of a
like aggregate principal amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates (other than the single Initial Certificate
authorized in Section 8 hereof) may be exchanged for other Certificates of authorized
denominations and having the same Stated Maturity,bearing the same rate of interest and of like
aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the
Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying
Agent/Registrar. Whenever any Certificates are surrendered for exchange, the Paying
Agent/Registrar shall register and deliver new Certificates, executed on behalf of, and furnished
by the City, to the Holder requesting the exchange.
All Certificates issued in any transfer or exchange of Certificates shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
United States Mail, first class postage prepaid, to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same
obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates
surrendered in such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates", evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new Certificate or Certificates
registered and delivered in the exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost, destroyed or stolen Certificate for
which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant
to the provisions of Section 24 hereof and such new replacement Certificate shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within forty-five
(45) days of the date fixed for the redemption of such Certificate; provided, however, such
90298240.4/11010647 6
limitation on transferability shall not be applicable to an exchange xchange by the Holder of the
unredeemed balance of a Certificate called for redemption in part.
SECTION 6. Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book-Entry-Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company
(DTC), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the City and DTC (the"Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold said Certificates for its participants (the"DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
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
41110) transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Certificates, the City covenants and agrees with the
Holders of the Certificates to cause Certificates to be printed in definitive form and issued and
delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Certificates in definitive form shall be assigned, transferred and exchanged on the Security
Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be
made in accordance with the provisions of Sections 3,4 and 5 hereof.
SECTION 7. Execution - Registration. The Certificates shall be executed on behalf of
the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers and the seal of the City on the Certificates may be
manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who
are or were the proper officers of the City on the Certificate Date shall be deemed to be duly
executed on behalf of the City, notwithstanding that one or more of the individuals executing the
same shall cease to be such officer at the time of delivery of the Certificates to the initial
purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all
as authorized and provided in V.T.C.A., Government Code, Chapter 1201, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9(c), manually executed by the
Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a
certificate of registration substantially in the form provided in Section 9(d), manually executed
by an authorized officer, employee or representative of the Paying Agent/Registrar, and either
such certificate duly signed upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certified, registered and delivered.
90298240.4/11010647 7
Notwithstanding the above and foregoing paragraph, both certificates of registration
appearing in Section 9(c) and Section 9(d) shall be printed on the Initial Certificate(s) authorized
for delivery to the initial purchasers in Section 8, and both such certifications shall be required to
be manually executed in connection with the delivery of the Initial Certificate(s) to the initial
purchaser. Upon the delivery of the Initial Certificate(s) to the initial purchaser with both such
certificates of registration properly executed, the Initial Certificate(s) shall be deemed duly
certified,registered and delivered by the City.
SECTION 8. Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount shown in
Section 1 hereof with principal installments to become due and payable as provided in Section 2
hereof and numbered T-1, or (ii) as multiple fully registered certificates,being one certificate for
each year of maturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial 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 9. Forms.
(a) Forms Generally. The Certificates, the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to appear on each of the Certificates, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions and other
variations as are permitted or required by this Ordinance and may have such letters, numbers or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including insurance legends in the event the Certificates, or any
maturities thereof, are purchased with insurance) and any reproduction of an opinion of counsel
thereon as may, consistently herewith, be established by the City or determined by the officers
executing such Certificates as evidenced by their execution. Any portion of the text of any
Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed,
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution.
90298240.4/11010647 8
' C (b) Form of Definitive Certificate.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM(LIMITED PLEDGE)REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2011
Certificate Date: Interest Rate: Stated Maturity: CUSIP NO:
January 15,2011 % August 15, 20
Registered Owner:
Principal Amount: DOLLARS
The City of Euless (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the Registered Owner named above (the "Registered
C 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
est
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 Certificate Date) at the per annum rate
of interest specified above; such interest being payable on August 15 and February 15 of each
year, commencing August 15, 2011, until maturity or prior redemption. Principal of this
Certificate is payable at its Stated Maturity or upon its prior redemption to the Registered Owner
hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the
Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor.
Interest is payable to the Registered Owner of this Certificate (or one or more Predecessor
Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date", which is the last business day of the month next preceding each interest payment
date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail,
first class postage prepaid, to the address of the Registered Owner recorded in the Security
Register on the Record Date or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the Registered Owner. If the date for the payment
of the principal of or interest on the Certificates shall be a Saturday, Sunday, legal holiday or a
day when banking institutions in the city where the Designated Payment/Transfer Office is
located are authorized by law or executive order to close, then the date for such payment shall be
the next succeeding day which is not such a Saturday, Sunday, legal holiday or day when
90298240.4!11010647 9
bankin g 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 $3,035,000 (herein referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i)street improvements, including drainage,
landscaping, curbs, gutters, sidewalks, entryways, signage, lighting and traffic signalization
indicated thereto and the acquisition of land and rights-of-way thereof and (ii) professional
services rendered in relating to such projects and the financing thereof, under and in strict
conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local
Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance
adopted by the governing body of the City(herein referred to as the"Ordinance").
The Certificates maturing on the dates hereinafter identified (the"Term Certificates") are
subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on respective dates and in principal amounts as follows:
Term Certificates due August 15, 2021 Term Certificates due August 15, 2026
Redemption Date Principal Amount Redemption Date Principal Amount
August 15, 2020 $155,000 August 15, 2025 $185,000
August 15, 2021 $160,000(maturity) August 15,2026 $195,000(maturity)
Term Certificates due August 15, 2028 - Term Certificates due August 15, 2030
Redemption Date Principal Amount Redemption Date Principal Amount
August 15, 2027 $205,000 August 15,2029 $220,000
August 15,2028 $210,000(maturity) August 15, 2030 $230,000(maturity)
The particular Term Certificates of a stated maturity to be redeemed on each redemption
date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal
amount of Term Certificates for a Stated Maturity required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City, by the principal amount of Term
Certificates of like Stated Maturity which, at least 50 days prior to the mandatory redemption
date, (1) shall have been acquired by the City at a price not exceeding the principal amount of
such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the
Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional
redemption provisions appearing below and not theretofore credited against a mandatory
redemption requirement.
The Certificates maturing on and after August 15, 2022, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part, in principal amounts of$5,000 or
any integral multiple thereof (and if within a Stated Maturity, by lot by the Paying
90298240.4/11010647 10
•
Agent/Registrar), on August 15, 2021, or on any date thereafter, at the redemption price of par,
together with accrued interest to the date of redemption.
At least thirty(30)days prior to a redemption date, the City shall cause a written notice of
such redemption to be sent by United States Mail, first class postage prepaid, to the registered
owners of each Certificate to be redeemed at the address shown on the Security Register and
subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate
(or any portion of its principal sum) shall have been duly called for redemption and notice of
such redemption duly given, then upon the redemption date such Certificate(or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of
the redemption price and the interest accrued on the principal amount to be redeemed to the date
of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest
shall cease to accrue and be payable from and after the redemption date on the principal amount
redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued to the registered owner, without charge. If a Certificate is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such
Certificate to an assignee of the registered owner within forty-five (45) days of the redemption
date therefor, provided, however, such limitation on transferability shall not be applicable to an
exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part.
With respect to any optional redemption of the Certificates, unless moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall
have been received by the Paying Agent/Registrar prior to the giving of such notice of
redemption, such notice may state that said redemption is conditional upon the receipt of such
moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon
the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient
moneys are not received, such notice shall be of no force and effect, the City shall not redeem
such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the
notice of redemption was given, to the effect that the Certificates have not been redeemed.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of
the Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sanitary
Sewer System (the "System"), such pledge of the Net Revenues for the payment of the
Certificates being limited to an amount of$1,000 and, together with a parity pledge securing the
payment of the Previously Issued Certificates (identified and defined in the Ordinance), being
junior and subordinate to the lien on and pledge of the Net Revenues securing the payment of
C "Prior Lien Obligations" (as defined in the Ordinance) now outstanding and hereafter issued by
the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations
while the Certificates are outstanding without limitation as to principal amount but subject to any
90298240.4/11010647 11
terms, conditions or restrictions as may be applicable thereto under law or otherwise, as well as
the right to issue Additional Obligations (identified and defined in the Ordinance) payable from
the same sources as the Certificates and, together with the Certificates, equally and ratably
secured by a parity lien on and pledge of the Net Revenues of the System.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the
Registered Owner hereof by the acceptance hereof hereby assents, for definitions of terms; the
description of and the nature and extent of the tax levied for the payment of the Certificates; the
properties constituting the System; the limited amount of Net Revenues pledged to the payment
of the principal of and interest on the Certificates; the nature and extent and manner of
enforcement of the pledge; the terms and conditions relating to the transfer of this Certificate;the
conditions upon which the Ordinance may be amended or supplemented with or without the
consent of the Registered Owners of the Certificates; the rights, duties and obligations of the City
and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens,
pledges, charges and covenants made therein may be discharged at or prior to the maturity of this
Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other
terms and provisions contained therein. Capitalized terms used herein and not otherwise defined
have the meanings assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the Registered Owner hereof, or his or her duly
authorized agent. When a transfer on the Security Register occurs, one or more fully registered
Certificates of authorized denominations and of the same aggregate principal amount will be
issued by the Paying Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, may treat the
Registered Owner hereof whose name appears on the Security Register(i) on the Record Date as
the owner entitled to payment of interest hereon, (ii)on the date of surrender of this Certificate as
the owner entitled to payment of principal hereof at its Stated Maturity or upon its prior
redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes,
and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest(which shall be fifteen(15) days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address of each Registered Owner
appearing on the Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
It is hereby certified, recited,represented and covenanted that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
90298240.4/11010647 12
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.
CITY OF EULESS, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate(s) only
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS §
§ 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.
90298240.4/11010647 13
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(d) Form of Certificate of Paying Agent/Registrar to Appear on Definitive
Certificates only
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the within-
mentioned Ordinance; the certificate or certificates of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated office of the Paying Agent/Registrar in St. Paul, Minnesota, is the
Designated Payment/Transfer Office for this Certificate.
U.S. BANK NATIONAL ASSOCIATION,
Dallas,Texas, as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Print or typewrite name, address and zip code of transferee):
(Social Security or other identifying number:
) 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.
90298240.4/11010647 14
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.
(f) The Initial Certificate(s) shall be in the form set forth in paragraph (b) of this
Section, except that the heading and first paragraph of the form of a single fully registered Initial
Certificate shall be modified as follows:
REGISTERED REGISTERED
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF EULESS, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM(LIMITED PLEDGE)REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2011
Certificate Date:
January 15,2011
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, on August 15 in each of the years and in principal
installments and bearing interest at per annum rates in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from schedule in Section 2 hereof.)
(or so much 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 Certificate Date at the per annum rate of interest specified
above; such interest being payable on February 15 and August 15 of each year, commencing
August 15, 2011, 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.
CBank National Association, Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and
surrender, at its designated offices in St. Paul, Minnesota (the "Designated Payment/Transfer
90298240.4/11010647 15
Office"), or its successor. Interest is payable to the Registered Owner of this Certificate (or one
or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose
name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close
of business on the "Record Date", which is the last business day of the month next preceding
each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check
sent United States Mail, first class postage prepaid, to the address of the Registered Owner
recorded in the Security Register on the Record Date or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. If
the date for the payment of the principal of or interest on the Certificates shall be a Saturday,
Sunday, legal holiday or a day when banking institutions in the city where the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday or day when banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due. All
payments of principal of premium, if any, and interest on this Certificate shall be without
exchange or collection charges to the Registered Owner hereof and in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts.
SECTION 10. Definitions. For purposes of this Ordinance, and for clarity with respect to
the issuance of the Certificates and the levy of taxes and appropriation of Net Revenues therefor,
the following words or terms, whenever the same appear herein without qualifying language, are
defined to mean as follows:
(a) The term "Additional Obligations" shall mean tax and revenue obligations
hereafter issued which by their terms are payable from ad valorem taxes and additionally
payable from and secured by a parity lien on and pledge of the Net Revenues of the
System of equal rank and dignity with the lien and pledge securing the payment of the
Previously Issued Certificates and the Certificates.
(b) The term "Certificates" shall mean $3,035,000 "City of Euless, Texas Tax
and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 2011"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,
90298240.4/11010647 16
(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,
and(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 fine not less than AAA or its equivalent.
(g) The term "Net Revenues" shall mean and include the gross revenues
derived from the operation of the System, less reasonable expenses of operation and
maintenance, including all salaries, labor, materials, repairs and extensions necessary to
render efficient service; provided, however, that only such repairs and extensions, as in
the judgment of the City Council, reasonably and fairly exercised, are necessary to
maintain the operations and render adequate service to the City and the inhabitants
thereof, or such as might be necessary to meet some physical accident or condition which
would otherwise impair the security of obligations payable from and secured by a lien on
and pledge of the Net Revenues of the System shall be deducted in determining "Net
Revenues."
(h) The term "Outstanding", when used in this Ordinance with respect to
Certificates, means, as of the date of determination, all Certificates theretofore issued and
delivered under this Ordinance, except:
(1) those Certificates cancelled by the Paying Agent/Registrar
or delivered to the Paying Agent/Registrar for cancellation;
(2) those Certificates deemed to be duly paid by the City in
accordance with the provisions of Section 20 hereof; and
(3) those Certificates that have been mutilated, destroyed, lost
or stolen and replacement Certificates have been registered and delivered
in lieu thereof as provided in Section 24 hereof
(i) The term "Prior Lien Obligations" shall mean all revenue bonds or other
obligations, now outstanding and hereafter issued, payable from and secured by a lien on
and pledge of the Net Revenues of the System, including, but not limited to, the
outstanding and unpaid "City of Euless, Texas, Waterworks and Sewer System Revenue
Bonds, Series 2004", dated June 15, 2004; "City of Euless, Texas, Waterworks and
Sewer System Revenue Refunding Bonds, Series 2006",dated January 1, 2006; and other
similar obligations hereafter issued that are payable from and secured, in whole or in part,
by a lien on and pledge of the Net Revenues of the System, which is prior in right and
claim to the lien on and pledge of the Net Revenues securing the payment of the
Certificates.
0) The term "System" shall mean the City's combined Waterworks and
Sanitary Sewer System, including all present and future additions, extensions,
90298240.4/11010647 17
replacements and improvements thereto, whether situated within or without the corporate 'No)
limits of the City.
SECTION 11. Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special Fund to be designated "SPECIAL SERIES 2011 TAX AND
REVENUE CERTIFICATE OF OBLIGATION FUND" (the "Certificate Fund"), which
Certificate Fund shall be kept and maintained at the depository bank of the City, and moneys
deposited in said Certificate Fund shall be used for no other purpose. The Mayor, Mayor Pro
Tern, City Manager, Deputy City Manager, 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" (V.T.C.A., Chapter 2256, Government Code, as
amended) relating to the investment of"bond proceeds";provided that all such investments shall
be made in such a manner that the money required to be expended from said Fund will be
available at the proper time or times. All interest and income derived from deposits and
investments in said Certificate Fund shall be credited to, and any losses debited to, the said
Certificate Fund. All such investments shall be sold promptly when necessary to prevent any
default in connection with the Certificates.
The City has sufficient current funds available to pay the interest payment to become due
on the Certificates on August 15, 2011, and there will be deposited in the Certificate Fund
(created for the payment of the Certificates) such amount of current funds which, together with
accrued interest received from the purchaser of the Bonds, will be sufficient to pay the amounts
to become due on the Certificates on August 15, 2011.
SECTION 12. Tax Levy. To provide for the payment of the "Debt Service
Requirements" on the Certificates, being (i) the interest on said Certificates and (ii) a sinking
fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the
greater), there shall be and there is hereby levied, within the limitations prescribed by law, for
the current year and each succeeding year thereafter while said Certificates or any interest
thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of
taxable property in the City, adequate to pay such Debt Service Requirements, full allowance
being made for delinquencies and costs of collection; said tax shall be assessed and collected
each year and applied to the payment of the Debt Service Requirements, and the same shall not
be diverted to any other purpose. The taxes so levied and collected shall be deposited into the
*va)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
90298240.4/11010647 18
determined that the existing and available taxing authority of the City for such purpose is
adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and
interest on the Certificates herein authorized to be issued shall be determined and accomplished
in the following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year,the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after
(a)deducting therefrom the total amount of Debt Service Requirements to
become due on the Certificates prior to the Collection Date for the ad
valorem taxes to be levied and (b) adding thereto the amount of Net
Revenues of the System appropriated and allocated to pay such Debt
Service Requirements prior to the Collection Date for the ad valorem taxes
to be levied.
(2) The amount of Net Revenues, if any, appropriated and to be
set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and
the Collection Date for the taxes to be levied during the next succeeding
calendar year.
•
(3) The amount of Debt Service Requirements to become due
and payable on the Certificates between the Collection Date for the taxes
then to be levied and the Collection Date for the taxes to be levied during
the next succeeding calendar year
(b) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (3) above less the
sum total of the amounts established in paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 13. Limited Pledge of Net Revenues. The City hereby covenants and agrees
that subject to the prior lien on and pledge of the Net Revenues to the payment and security of
the Prior Lien Obligations, the Net Revenues of the System in the amount of$1,000 are hereby
irrevocably pledged to the payment of the principal of and interest on the Certificates, and the
limited pledge of$1,000 of the Net Revenues of the System herein made for the payment of the
Certificates shall constitute a lien on the Net Revenues of the System in accordance with the
terms and provisions hereof, and shall be on a parity in all respects with the lien on the Net
Revenues securing the payment of the Previously Issued Certificates and Additional Obligations,
if issued. Furthermore, such lien on and pledge of the Net Revenues securing the payment of the
Certificates shall constitute a lien on the Net Revenues of the System until such time as the City
shall pay all of such $1,000, after which time the pledge shall cease, all in accordance with the
Cterms 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.
90298240.4/11010647 19
V.T.C.A., 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 V.T.C.A., Chapter 9, Business & Commerce Code, as amended, then in order to
preserve to the Holders of the Certificates the perfection of the security interest in said pledge,
the City agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of V.T.C.A., Chapter 9, Business & Commerce
Code, as amended, and enable a filing to perfect the security interest in said pledge to occur.
SECTION 14. System Fund. The City hereby covenants and agrees that all gross
revenues of the System (excluding earnings from the investment of money held in any special
funds or accounts created for the payment and security of Prior Lien Obligations) shall be
deposited from day to day as collected into a "System Fund" (hereinafter called the "System
Fund") which System Fund shall be kept separate and apart from all other funds, accounts and
moneys of the City, and shall be maintained at an official depository bank of the City. All
moneys deposited in the System Fund shall be pledged and appropriated to the extent required
for the following purposes and in the order of priority shown, to wit:
First. To the payment of all necessary and reasonable
maintenance and operating expenses of the System as defined herein or
required by statute to be a first charge on and claim against the revenues
thereof,
Second. To the payment of all amounts required to be deposited
in the special Funds created and established for the payment, security and
benefit of Prior Lien Obligations in accordance with the terms and
provisions of the ordinances authorizing the issuance of Prior Lien
Obligations.
Third. To the payment, equally and ratably, of the limited
amounts pledged to the payment of the Certificates and Additional
Obligations, if issued,provided however, at such time as the City shall pay
the Net Revenues pledged to the payment of the Certificates, such pledge
being limited to $1,000, such pledge shall cease.
Fourth. Equally and ratably, to the payment of the amounts
pledged to the payment of the outstanding "City of Euless, Texas, Tax and
Waterworks and Sewer System Surplus Revenue Certificates of
Obligation, Series 2001", dated April 1, 2001 and "City of Euless, Texas,
Tax and Waterworks and Sewer System Surplus Revenue Certificates of
Obligation, Series 2004,"dated June 15, 2004.
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 Nu)
appropriated and used for any other City purpose now or hereafter permitted by law.
90298240.4/11010647 20
SECTION 15. Deposits to Certificate Fund. The City hereby covenants and agrees to
cause to be deposited in the Certificate Fund from the pledged Net Revenues in the System Fund,
the amount of$1,000.
The City covenants and agrees that the amount of pledged Net Revenues ($1,000),
together with ad valorem taxes levied, collected and deposited in the Certificate Fund for and on
behalf of the Certificates, will be an amount equal to one hundred percent(100%) of the amount
required to fully pay the interest and principal due and payable on the Certificates. In addition,
any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall
be deposited in the Certificate Fund, or another fund created for the payment of the principal of
and interest on any Certificate, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in the Certificate Fund from ad valorem taxes and the Net Revenues.
SECTION 16. Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of the State of Texas
for the security of public funds, and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 17. Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Net Revenues of the System
supporting this issue of Certificates and has lawfully exercised said powers under the
Constitution and laws of the State of Texas, including said power existing under
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and
V.T.C.A., Chapter 1502, Government Code, as amended.
(b) Other than for the payment of the outstanding Prior Lien Obligations, the
outstanding "City of Euless, Texas, Tax and Waterworks and Sewer System Surplus
Revenue Certificates of Obligation, Series 2001", dated April 1, 2001 and "City of
Euless, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of
Obligation, Series 2004," dated June 15, 2004 and the Certificates, the Net Revenues of
the System have not in any manner been pledged to the payment of any debt or obligation
of the City or of the System.
SECTION 18. Issuance of Prior Lien Obligations and Additional Obligations. The City
hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as
to principal amount, but subject to any terms, conditions or restrictions applicable thereto under
law or otherwise. Prior Lien Obligations hereafter issued may be payable, in whole or in part,
from the Net Revenues (without impairment of the obligation of contract with the Holders of the
Certificates)upon such terms and conditions as the City Council may determine.
In addition, the City reserves the right to issue Additional Obligations, without limitation
or any restriction or condition being applicable to their issuance under the terms of this
Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the System
Cof 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.
90298240.4/11010647 21
SECTION 19. Subordinate to Prior Lien Obligations, Covenants and Agreements. It is
the intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements
and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations,
and to the extent of any irreconcilable conflict between the provisions contained herein and in
the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements
and covenants contained therein shall prevail to the extent of such conflict and be applicable to
this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred
thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any
change or modification affecting the application of revenues derived from the operation of the
System shall not impair the obligation of contract with respect to the pledge of revenues herein
made for the payment and security of the Certificates.
SECTION 20. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied and the lien on and pledge of the Net Revenues of the System under this
Ordinance and all covenants, agreements and other obligations of the City to the Holders shall
thereupon cease, terminate and be discharged and satisfied.
Certificates shall be deemed to have been paid within the meaning and with the effect
expressed above in this Section when (i) money sufficient to pay in full such Certificates or the
principal amount(s) thereof at maturity or the redemption date therefor, together with all interest
due thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,
which Government Securities have been certified by an independent accounting firm to mature
as to principal and interest in such amounts and at such times as will insure the availability,
without reinvestment, of sufficient money, together with any moneys deposited therewith, if any,
to pay when due the principal of and interest on such Certificates, or the principal amount(s)
thereof, on and prior to the Stated Maturity thereof or, if notice of redemption has been duly
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.
'4)Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Certificates and remaining unclaimed for a period of three (3) years after the
90298240.4/11010647 22
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.
90298240.4/11010647 23
SECTION 24. Mutilated, Destroyed, Lost and Stolen Certificates. In case any Certificate
shall be mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver
a replacement Certificate of like form and tenor, and in the same denomination and bearing a
number not contemporaneously outstanding, in exchange and substitution for such mutilated
Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only
upon the approval of the City and after (i) the filing by the Holder thereof with the Paying
Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or
theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing
to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and
the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Certificate shall be borne by
the Holder of the Certificate mutilated, destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates, notwithstanding the enforceability of payment by anyone of the
destroyed, lost or stolen Certificates.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Certificates.
SECTION 25. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Certificates are first
authenticated and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date"has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of
the Regulations, and any replacement proceeds as defined in Section 1.148-1(c)of
the Regulations, of the 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.
90298240.4/11010647 24
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Certificates. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield"of(1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Certificates has the meaning set forth in Section
1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Certificate to become includable in the gross income, as defined in Section 61 of the Code,of the
Holder thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Certificate, the City shall
comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Certificates:
(1) exclusively own, operate and possess all property the
acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with Gross Proceeds of the Certificates,
and not use or permit the use of such Gross Proceeds (including all
contractual arrangements with terms different than those applicable to the
general public) or any property acquired, constructed or improved with
such Gross Proceeds in any activity carried on by any person or entity
(including the United States or any agency, department and
instrumentality thereof) other than a state or local government, unless such
use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or
other payment by any person or entity who is treated as using Gross
Proceeds of the Certificates or any property the acquisition, construction
or improvement of which is to be financed or refinanced directly or
indirectly with such Gross Proceeds, other than taxes of general
application within the City or interest earned on investments acquired with
such Gross Proceeds pending application for their intended purposes.
90298240.4/11010647 25
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates
to make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Certificates.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Certificates to be federally guaranteed within the meaning of
Section 149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of accounting for at least
six years after the day on which the last outstanding Certificate is
discharged. However, to the extent permitted by law, the City may
commingle Gross Proceeds of the Certificates with other money of the
City, provided that the City separately accounts for each receipt and
expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City
shall calculate the Rebate Amount in accordance with rules set forth in
Section 148(f) of the Code and the Regulations and rulings thereunder.
The City shall maintain such calculations with its official transcript of '411)
90298240.4/11010647 26
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 Purchasers and the loan of the money represented
thereby, and in order to induce such purchase by measures designed to
insure the excludability of the interest thereon from the gross income of
the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Certificate Fund or its general fund, as
permitted by applicable Texas statute, regulation or opinion of the
Attorney General of the State of Texas, the amount that when added to the
future value of previous rebate payments made for the Certificates equals
(i) in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date,
ninety percent(90%) of the Rebate Amount on such date. In all cases, the
rebate payments shall be made at the times, in the installments, to the
place and in the manner as is or may be required by Section 148(f) of the
Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or
may be required by Section 148(f) of the Code and the Regulations and
rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that
no errors are made in the calculations and payments required by
paragraphs (2) and (3) and, if an error is made, to discover and promptly
correct such error within a reasonable amount of time thereafter(and in all
events within one hundred eighty(180) days after discovery of the error),
including payment to the United States of any additional Rebate Amount
owed to it, interest thereon, and any penalty imposed under Section 1.148-
3(h) of the Regulations.
(i) Not to Divert 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 and 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.
90298240.4/11010647 27
(k) Qualified Tax Exempt Obligations. In accordance with the provisions of
paragraph 3 of subsection b of Section 265 of the Code, the City hereby designates the
Certificates to be "qualified tax exempt obligations" in that the Certificates are not "private
activity bonds" as defined in the Code and the reasonably anticipated amount of"qualified tax
exempt obligations" to be issued by the City (including all subordinate entities of the City) for
the calendar year of 2011 will not exceed $10,000,000.
SECTION 26. Sale of the Certificates — Official Statement Approval. The Certificates
authorized by this Ordinance are hereby sold by the City to RBC Capital Markets, LLC (herein
referred to as the"Underwriters") in accordance with the Purchase Agreement, dated January 25,
2011, attached hereto as Exhibit B and incorporated herein by reference as a part of this
Ordinance for all purposes. The Mayor or Mayor Pro Tern is hereby authorized and directed to
execute said Purchase Agreement for and on behalf of the City and as the act and deed of this
City Council, and in regard to the approval and execution of the Purchase Agreement, the City
Council hereby finds, determines and declares that the representations, warranties and
agreements of the City contained in the Purchase Agreement are true and correct in all material
respects and shall be honored and performed by the City.
Furthermore, the use of the Preliminary Official Statement by the Underwriters 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 Tern, City Manager, Deputy City
Manager, Director of Finance or City Secretary, one or more of said officials), shall be and is
hereby in all respects approved and the Underwriters are hereby authorized to use and distribute
said final Official Statement, dated January 25, 2011, in the reoffering, sale and delivery of the
Certificates to the public. The Mayor and City Secretary are further authorized and directed to
manually execute and deliver for and on behalf of the City copies of said Official Statement in
final form as may be required by the Underwriters, and such final Official Statement in the form
and content manually executed by said officials shall be deemed to be approved by the City
Council and constitute the Official Statement authorized for distribution and use by the
Underwriters.
SECTION 27. Proceeds of Sale. The proceeds of sale of the Certificates, less amounts to
pay costs of issuance and accrued interest, shall be deposited in a construction fund maintained at
a City depository. Pending expenditure for authorized projects and purposes, such proceeds of
sale may be invested in authorized investments in accordance with the provisions of V.T.C.A.,
Government Code, Chapter 2256, including guaranteed investment contracts permitted by
V.T.C.A., Section 2256.015, and the City's investment policies and guidelines, and any
investment earnings realized may be expended for such authorized projects and purposes or
deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest,
as well as any surplus proceeds of sale of the Certificates, including investment earnings,
remaining after completion of all authorized projects or purposes shall be deposited to the credit
of the Certificate Fund. Premium in the amount of $70,547.06 will be used to pay costs of
issuance, including underwriter's discount.
Noir
90298240.4/11010647 28
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 2011, 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) if not provided as part of such financial information and
operating data, audited financial statements of the City, when and if 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
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Material Event Notices. 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 10
business days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
90298240.4/11010647 29
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 by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, 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) hereof of any
Certificate calls and defeasance that cause the City to be no longer such an"obligated person."
90298240.4/11010647 30
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 and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. 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
COrdinance.
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 to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law,or a change in the identity, nature, status,or type
of operations of the City, but only if(1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Certificates in the primary offering of the
Certificates in compliance with the Rule, taking into account any amendments or interpretations
of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Certificates consent to such amendment or(b) a Person that is unaffiliated with the City(such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Certificates. The provisions of this
Section may also be amended from time to time or repealed by the City if the SEC amends or
repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the City's right to do so
would not prevent underwriters of the initial public offering of the Certificates from lawfully
purchasing or selling Certificates in such offering. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided
pursuant to subsection (b) hereof an explanation, in narrative form, of the reasons for the
90298240.4/11010647 31
amendment and of the impact of any change in the type of financial information or operating
data so provided.
SECTION 29. Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing of the
Certificates, and shall take and have charge and control of the Initial Certificate pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchaser.
SECTION 30. Further Procedures. The Mayor of the City shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas, including the printing of the Certificates, and shall
take and have charge and control of the Initial Certificate(s) pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of Public Accounts and the
delivery thereof to the Purchaser.
Furthermore, any one or more of the Mayor, Mayor Pro Tem, City Manager, Deputy City
Manager, Director of Finance and City Secretary are hereby expressly authorized, empowered
and directed from time to time and at any time to do and perform all such acts and things and to
execute, acknowledge and deliver in the name and on behalf of the City all agreements,
instruments, certificates or other documents, whether mentioned herein or not, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance and the
‘.0)issuance of the Certificates. In addition, prior to the initial delivery of the Certificates, the
Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Director of Finance, City
Secretary or Bond Counsel to the District are each hereby authorized and directed to approve any
technical changes or corrections to this Ordinance or to any of the documents authorized and
approved by this Ordinance: (i) in order to cure any technical ambiguity, formal defect, or
omission in the Ordinance or such other document; or (ii) as requested by the Attorney General
of the State of Texas or his representative to obtain the approval of the Certificates by the
Attorney General and if such officer or counsel determines that such changes are consistent with
the intent and purpose of the Ordinance, which determination shall be final. In the event that any
officer of the City whose signature shall appear on any document shall cease to be such officer
before the delivery of such document, such signature nevertheless shall be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
SECTION 31. Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of
the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P.,
Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of
said opinion shall accompany the global certificates deposited with DTC or a true and correct
reproduction thereof shall be printed on the definitive Certificates in the event the book-entry-
only system shall be discontinued.
SECTION 32. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
90298240.4/11010647 32
thereof, and neither the City nor attorneys approving said Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 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 V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 41. Effective Date. In accordance with the provisions of V.T.C.A.,
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.
C [remainder ofpage intentionally left blank]
90298240.4/11010647 33
PASSED AND ADOPTED, this January 25, 2011.
CITY OF EULESS,TEXAS
Aldik Ata
Mayor
ATTEST:
t Secret
(City Seal)
APPROVED AS TO FORM:
City Attorney
90298240.4/11010647 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
C
C
90298240.4/11010647 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of January 25, 2011 (this "Agreement"), by and
between U. S. Bank National Association, Dallas, Texas, 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 2011" (the "Securities"), dated January 15, 2011, such Securities scheduled to
be delivered to the initial purchasers thereof on or about February 24, 2011; 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
90343404.1/11010647
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
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 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
90343404.1/11010647 2
also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)"have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
U.S. Bank National Association
Attention: Bond Operations
60 Livingston Avenue, First Floor
St. Paul, Minnesota 55107
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due,by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or(2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
'Nu)
90343404.1/11010647 3
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register-Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
electronic or other means and will be capable at all times of producing a hard copy of the
Security Register at its Dallas office for use b
the Issuer.1� er. All transfers, exchanges and
Y
g
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 National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Securities.
® To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three(3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time
90343404.1/11010647 4
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed. Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
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.
90343404.1/11010647 5
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon recgipt o f,Securities containing an end ."went 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.
90343404.1/11010647 6
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the extent
such money is not insured by the Federal Deposit Insurance Corporation. Payments made from
such paying agent account shall be made by check drawn on such account unless the owner of
the Securities shall, at its own expense and risk,request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
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.
90343404.1/11010647 7
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 hereof
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion. Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which 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.
90343404.1/11010647 8
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and Ng)
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.
NI)
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
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90343404.1/11010647 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,
Dallas, Texas
By:
Title:
Address: 14241 Dallas Parkway, Suite 490
Dallas, Texas 75254
Attest:
Title:
CITY OF EULESS, TEXAS,
By:
Mayor
Address: 201 North Ector Drive
Euless, Texas 76039
Attest:
City Secretary
90343404.1/11010647 S-1
•
EXHIBIT B
PURCHASE AGREEMENT
90298240.4/11010647 B-1
CITY OF EULESS,TEXAS
(A municipal corporation located within Parker County)
$3,035,000
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2011
PURCHASE AGREEMENT
January 25, 2011
Mayor and City Council
City of Euless, Texas
201 N. Ector Drive
Euless, Texas 76039
Ladies and Gentlemen:
The undersigned, RBC Capital Markets, LLC (the "Underwriter"), acting on its own
behalf and not acting as a fiduciary or agent for you, offers to enter into the following agreement
(this "Agreement") with the City of Euless, Texas (the "Issuer"), which, upon the Issuer's
written acceptance of this offer, will be binding upon the Issuer and upon the Underwriter. This
offer is made subject to the Issuer's written acceptance hereof on or before 10:00 p.m., Euless,
Texas time, on January 25, 2011, and, if not so accepted, will be subject to withdrawal by the
Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof
by the Issuer. Terms not otherwise defined in this Agreement shall have the same meanings set
forth in the Ordinance(as defined herein) or in the Official Statement(as defined herein).
1. Purchase and Sale of the Certificates. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the Underwriter
hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the
Underwriter, all, but not less than all, of the Issuer's $3,035,000 Tax and Waterworks and Sewer
System (Limited Pledge) Revenue Certificates of Obligation, Series 2011 (the "Certificates").
Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer understands,
and hereby confirms, that the Underwriter is not acting as a fiduciary of the Issuer, but rather is
acting solely in its capacity as Underwriter for its own accounts. The Issuer acknowledges and
agrees that (i) the purchase and sale of the Certificates pursuant to this Agreement is an arm's-
length commercial transaction between the Issuer and the Underwriter, (ii) in connection
therewith and with the discussions, undertakings, and procedures leading up to the
consummation of this transaction, the Underwriter is and has been acting solely as a principal
and is not acting as the agent or fiduciary of the Issuer, (iii) the Underwriter has not assumed an
advisory or fiduciary responsibility in favor of the Issuer with respect to the offering
contemplated hereby or the discussions, undertakings,
and procedures leading thereto (regardless
of whether the Underwriter has provided other services or are currently providing other services
P YP g
HOU:3088159.2
to the Issuer on other matters) and the Underwriter has no obligation to the Issuer with respect to
the offering contemplated hereby except the obligations expressly set forth in this Agreement,
and (iv) the Issuer has consulted its own legal, financial, and other advisors to the extent it has
deemed appropriate.
The principal amount of the Certificates to be issued, the dated date therefor, the
maturities, redemption provisions and interest rates per annum are set forth in Schedule II hereto.
The Certificates shall be as described in, and shall be issued and secured under and pursuant to
the provisions of an ordinance adopted by the Issuer on January 25, 2011 (the "Ordinance').
The purchase price for the Certificates shall be 3,079,242.88 (representing the par amount
of the Certificates, plus a net reoffering premium of $70,547.05 and less an underwriting
discount of$26,304.17)plus interest accrued on the Certificates calculated on the basis of a 360-
day year of twelve 30-day months, from the dated date of the Certificates to the Closing (as
hereinafter defined).
Delivered to the Issuer herewith is the Underwriter's good faith corporate check payable
to the order of the Issuer in the amount of$31,000.00 (the "Check"). In the event that the Issuer
accepts this Agreement,the Check shall be held uncashed by the Issuer until the time of Closing,
at which time the Check shall be returned uncashed to the Underwriter. In the event that the
Issuer does not accept this Agreement, the Check shall be immediately returned to the
Underwriter. Should the Issuer fail to deliver the Certificates at the Closing, or should the Issuer
be unable to satisfy the conditions of the obligations of the Underwriter to purchase, accept
delivery of and pay for the Certificates, as set forth in this Agreement (unless waived by the
Underwriter), or should such obligations of the Underwriter be terminated for any reason
. permitted by this Agreement, the Check shall immediately be returned to the Underwriter. In the
event that the Underwriter fails (other than for a reason permitted hereunder) to purchase, accept
delivery of and pay for the Certificates at the Closing as herein provided, the Check shall be
cashed and the amount thereof retained by the Issuer as and for fully liquidated damages for such
failure of the Underwriter, and, except as set forth in Sections 8 and 10 hereof, no party shall
have any further rights against the other hereunder. The Underwriter and the Issuer understand
that in such event the Issuer's actual damages may be greater or may be less than such amount.
Accordingly, the Underwriter hereby waives any right to claim that the Issuer's actual damages
are less than such amount, and the Issuer's acceptance of this Agreement shall constitute a
waiver of any right the Issuer may have to additional damages from the Underwriter. The
Underwriter hereby agrees not to stop or cause payment on the Check to be stopped unless the
Issuer has breached any material terms of this Agreement.
2. Public Offering. The Underwriter agrees to make a bona fide public offering of
all of the Certificates at prices not to exceed the public offering prices set forth on page 4 of the
Official Statement and may subsequently change such offering prices without any requirement of
prior notice. The Underwriter may offer and sell Certificates to certain dealers (including dealers
depositing Certificates into investment trusts) and others at prices lower than the public offering
prices stated on the page 4 of the Official Statement. On or before Closing, the Underwriter shall
execute an issue price certificate prepared by Bond Counsel (defined herein) verifying the initial
offering prices to the public at which the Underwriter reasonably expected to sell or in fact sold a
substantial amount of each stated maturity of the Certificates to the public.
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HOU:3088159.2
3. The Official Statement.
(a) The Issuer previously has delivered or caused to be delivered, to the
Underwriter the Preliminary Official Statement dated January 14, 2011 (the "Preliminary
Official Statement") in a "designated electronic format," as defined in the Municipal
Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will
prepare, or cause to be prepared, a final Official Statement relating to the Certificates,
which will be (i) dated the date of this Agreement, (ii) complete within the meaning of
the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the
"Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the
most recent version of the Preliminary Official Statement provided to the Underwriter
before the execution hereof. Such final Official Statement, including the cover page
thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and
statements included or incorporated therein or attached thereto, and all amendments and
supplements thereto that may be authorized for use with respect to the Certificates, is
herein referred to as the "Official Statement." Until the Official Statement has been
prepared and is available for distribution, the Issuer shall provide to the Underwriter
sufficient quantities of the Preliminary Official Statement (which may be in electronic
format) as the Underwriter reasonably deems necessary to satisfy the obligation of the
Underwriter under the Rule with respect to distribution to each potential customer, upon
request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the
CUnderwriter in connection with the public offering, sale and distribution of the
Certificates. The Issuer hereby represents esents and warrants that the Preliminary Official
Statement was deemed final by the Issuer as of its date, except for the omission of such
information which is dependent upon the final pricing of the Certificates for completion,
all as permitted to be excluded by Section(b)(1) of the Rule.
(c) The Issuer hereby authorizes the Official Statement and the information
therein contained to be used by the Underwriter in connection with the public offering
and the sale of the Certificates. The Issuer consents to the use by the Underwriter prior to
the date hereof of the Preliminary Official Statement in connection with the public
offering of the Certificates. The Issuer shall provide, or cause to be provided, to the
Underwriter as soon as practicable after the date of the Issuer's acceptance of this
Agreement (but in any event, in sufficient time to accompany any confirmation that
requests payment from any customer and not later than the earlier of(i) within seven (7)
business days after the Issuer's acceptance of this Agreement and (ii) three (3) business
days prior to the Closing) copies of the Official Statement which is complete as of the
date of its delivery to the Underwriter. The Issuer shall provide the Official Statement, or
cause the Official Statement to be provided, (i) in a "designated electronic format"
consistent with the requirements of Rule G-32 and (ii) in a printed format in such
quantity as the Underwriter shall request in order for the Underwriter to comply with
Section(b)(4)of the Rule and the rules of the MSRB.
(d) If, after the date of this Agreement to and including the date the
Underwriter is no longer required to provide an Official Statement to potential customers
3
HOU:3088159.2
who request the same pursuant to the Rule (the earlier of (i) ninety (90) days from the
"end of the underwriting period" (as defined in the Rule) and (ii) the time when the
Official Statement is available to any person from the MSRB, but in no case less than
twenty-five (25) days after the "end of the underwriting period" for the Certificates), the
Issuer becomes aware of any fact or event which might or would cause the Official
Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or if it is necessary to amend or supplement
the Official Statement to comply with law, the Issuer will notify the Underwriter(and for
the purposes of this clause provide the Underwriter with such information as the
Underwriter may from time to time request), and if, in the reasonable opinion of the
Underwriter, such fact or event requires preparation and publication of a supplement or
amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the
Issuer's own expense (in a form and manner approved by the Underrwiter), a reasonable
number of copies of either amendments or supplements to the Official Statement so that
the statements in the Official Statement as so amended and supplemented will not,
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or so that the
Official Statement will comply with law; provided, however, that for all purposes of this
Agreement and any certificate delivered by the Issuer in accordance herewith, the Issuer
makes no representations with respect to the descriptions in the Preliminary Official
Statement or the Official Statement of The Depository Trust Company, New York, New
York, or its book-entry-only system. If such notification shall be subsequent to the
Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other
documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of such supplement or amendment to the Official Statement. The Issuer shall
provide any such amendment or supplement, or cause any such amendment or
supplement to be provided, (i) in a "designated electronic format" consistent with the
requirements of Rule G-32 and(ii) in a printed format in such quantity as the Underwriter
shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and
the rules of the MSRB.
(e) The Underwriter hereby agrees to file the Official Statement with the
MSRB through its Electronic Municipal Market Access ("EMMA") system on or before
the date of Closing. Unless otherwise notified in writing by the Underwriter, the Issuer
can assume that the "end of the underwriting period" for purposes of the Rule is the date
of the Closing.
4. Representations, Warranties and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriter that:
(a) The Issuer is a home rule city duly created and existing under the laws of
the State of Texas (the "State"), and the Issuer's Home Rule Charter and has full legal
right, power and authority, and at the date of the Closing will have full legal right, power
and authority under the laws of the State, including particularly Subchapter C of Chapter
271, Texas Local Government Code, as amended (the "Act") (1) to adopt the Ordinance
'41)
and enter into, execute and deliver this Agreement and the Continuing Disclosure
4
HOU:3088159.2
CUndertaking (as defined in Section 6(h)(3) hereof), and all documents required hereunder
and thereunder to be executed and delivered by the Issuer (this Agreement and the
Ordinance (including the Continuing Disclosure Undertaking) and all other documents
referred to in this clause (1) are hereinafter referred to as the "Issuer Documents"), (2) to
sell, issue and deliver the Certificates to the Underwriter as provided herein, and (3) to
carry out and consummate the transactions described in the Issuer Documents and the
Official Statement and the Issuer has complied, and will at the Closing be in compliance,
in all material respects with applicable state law (including the Act) and the Issuer
Documents as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with
the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it
for(1)the adoption of the Ordinance and the issuance and sale of the Certificates, (2) the
approval, execution and delivery of, and the performance by the Issuer of the obligations
on its part, contained in the Certificates and the Issuer Documents and (3) the
consummation by it of all other transactions described in the Official Statement and the
Issuer Documents and any and all such other agreements and documents as may be
required to be executed, delivered and/or received by the Issuer in order to carry out, give
effect to, and consummate the transactions described herein and in the Official Statement;
(c) The Issuer Documents constitute legal, valid and binding obligations of
the Issuer enforceable in accordance with their respective terms, subject to principles of
C sovereign immunity, bankruptcy, insolvency, reorganization, moratorium and other
similar laws and principles of equity relating to or affecting the enforcement of creditors'
rights; the Certificates, when issued, delivered and paid for, in accordance with the
Ordinance and this Agreement, will constitute legal, valid and binding obligations of the
Issuer entitled to the benefits of the Ordinance and enforceable in accordance with their
terms, subject to subject to principles of sovereign immunity, bankruptcy, insolvency,
reorganization, moratorium and other similar laws and principles of equity relating to or
affecting the enforcement of creditors' rights; upon the issuance, authentication and
delivery of the Certificates as aforesaid, the Ordinance will provide, for the benefit of the
owners, from time to time, of the Certificates, the legally valid and binding pledge of and
lien it purports to create as set forth in the Ordinance;
(d) To the best of its knowledge, on the date hereof the Issuer is not, and on
the date of Closing the Issuer will not be, in material breach of or default in any material
respect under any applicable constitutional provision, law or administrative regulation of
the State or the United States or any applicable judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
Issuer is a party or to which the Issuer is or any of its property or assets are otherwise
subject, and, to the knowledge of the Issuer, no event has occurred and is continuing
which constitutes or with the passage of time or the giving of notice, or both, would
constitute such a default or event of default by the Issuer under any of the foregoing; and
the execution and delivery of the Certificates and the Issuer Documents and the adoption
of the Ordinance and compliance with the provisions on the Issuer's part contained
Ctherein, will not conflict with or constitute a material breach of or default under any
constitutional provision, law or administrative regulation, judgment, decree, loan
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HOU:3088159.2
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
Issuer is a party or to which the Issuer is, or to which any of its property or assets are,
otherwise subject, nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of
any nature whatsoever upon any of the property or assets of the Issuer to be pledged to
secure the Certificates, or under the terms of any such Jaw, regulation or instrument,
except as provided by the Certificates and the Ordinance;
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having
jurisdiction of the matters which are required for the due authorization of, which would
constitute a condition precedent to, or the absence of which would materially adversely
affect the due performance by the Issuer of its obligations under the Issuer Documents
and the Certificates have been duly obtained or will be obtained prior to Closing, except
for such approvals, consents and orders as may be required under the Blue Sky or
securities laws of any jurisdiction in connection with the offering and sale of the
Certificates;
(f) The Certificates and the Ordinance conform to the descriptions thereof
contained in the Official Statement under the subcaption"THE OBLIGATIONS" and the
' proceeds of the sale of the Certificates will be applied generally as described in the
Official Statement under the subcaption "PLAN OF FINANCING — Sources and Uses
of Obligation Proceeds"; and the Continuing Disclosure Undertaking conforms to the
description thereof contained in the Official Statement under the caption"CONTINUING
DISCLOSURE OF INFORMATION;"
(g) During the last five (5) years the Issuer has complied in all material
respects with its previous Continuing Disclosure Undertakings made by it in accordance
with the Rule;
(h) There is no litigation, action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, government agency, public board or body,
pending or, to the best knowledge of the Issuer, threatened against the Issuer, affecting
the existence of the Issuer or the titles of its officers to their respective offices, or
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the
Certificates or the pledge or collection of ad valorem taxes or utility system (the
"System") revenues pledged to the payment of principal of and interest on the
Certificates pursuant to the Ordinance or in any way contesting or affecting the validity
or enforceability of the Certificates or the Issuer Documents, or contesting the exclusion
from gross income of interest on the Certificates for federal income tax purposes, or
contesting in any way the completeness or accuracy of the Preliminary Official Statement
or the Official Statement or any supplement or amendment thereto, or contesting the
powers of the Issuer or any authority for the issuance of the Certificates, the adoption of
the Ordinance or the execution and delivery of the Issuer Documents, nor, to the best
knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity or enforceability of the
Certificates (including the security therefor)or the Issuer Documents;
6
HOU:3088159.2
(i) As of the date thereof, the Preliminary Official Statement did not contain
any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in any material respect;
(j) At the time of the Issuer's acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this
Agreement) at all times subsequent thereto during the period up to and including the
twenty-fifth (25th) day subsequent to the "end of the underwriting period," the Official
Statement does not and will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, in any
material respect; provided, however, that if the Issuer notifies the Underwriter of any fact
or event as required by Section 3(d) hereof, and the Underwriter determines that such fact
or event does not require preparation and publication of a supplement or amendment to
the Official Statement, then the Official Statement in its then-current form shall be
conclusively deemed to be complete and correct in all material respects;
(k) If the Official Statement is supplemented or amended pursuant to
paragraph (d) of Section 3 of this Agreement, at the time of each supplement or
amendment thereto and (unless subsequently again supplemented or amended pursuant to
such paragraph) at all times subsequent thereto during the period up to and including
twenty-fifth (25th) day subsequent to the "end of the underwriting period," the Issuer
covenants to take such action as may be necessary so that the Official Statement as so
supplemented or amended will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which made, not misleading, in any material
respect;
(1) The Issuer will apply, or cause to be applied, the proceeds from the sale of
Certificates as provided in and subject to all of the terms and provisions of the Ordinance
and will not take or omit to take any action which action or omission will adversely affect
the exclusion from gross income for federal income tax purposes of the interest on the
Certificates;
(m) The Issuer will furnish such information and execute such instruments and
take such action in cooperation with the Underwriter as the Underwriter may reasonably
request, at no expense to the Issuer, (1) to (i) qualify the Certificates for offer and sale
under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions in the United States as the Underwriter may designate and (ii) determine the
eligibility of the Certificates for investment under the laws of such states and other
jurisdictions and (2) to continue such qualifications in effect so long as required for the
initial distribution of the Certificates by the Underwriter (provided, however that the
Issuer will not be required to qualify as a foreign corporation or to file any general or
special consents to service of process under the laws of any jurisdiction) and will advise
the Underwriter immediately of receipt by the Issuer of any written notification with
respect to the suspension of the qualification of the Certificates for sale in any jurisdiction
7
HOU:3088159.2
or, to the extent the Issuer has actual knowledge thereof, the initiation or threat of any
proceeding for that purpose;
(n) The financial statements of, and other financial and operating information
regarding, the Issuer in the Official Statement fairly present the financial position, results
of operations and condition of the Issuer as of the dates and for the periods therein set
forth, and there has been no adverse change of a material nature in the financial position,
results of operations or condition, financial or otherwise, of the Issuer since the dates of
such statements and information;
(o) The Issuer is not a party to any litigation or other proceeding pending or,
to its knowledge, threatened which, if decided adversely to the Issuer, would have a
materially adverse effect on the financial condition of the Issuer;
(p) The Issuer, to the extent heretofore requested by the Underwriter in
writing, has delivered to the Underwriter true, correct, complete, and legible copies of all
information, applications, reports, or other documents of any nature whatsoever
submitted to any rating agency for the purpose of obtaining a rating for the Certificates
and true, correct, complete, and legible copies of all correspondence or other
communications relating thereto;
(q) Prior to the Closing, and except in the ordinary course of business, the
Issuer will not offer or issue any bonds, notes or other obligations for borrowed money
(other than the Issuer's General Obligation Refunding Bonds, Series 2011) or incur any
material liabilities, direct or contingent,payable from or secured by any of the ad valorem
taxes or System revenues which will secure the Certificates without the prior written
approval of the Underwriter, such approval not to be unreasonably withheld;
(r) Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriter as to the statements made
therein; and
(s) The Issuer covenants that between the date hereof and the Closing it will
take no actions which will cause the representations and warranties made in this Section
to be untrue as of the Closing.
By delivering the Official Statement to the Underwriter, the Issuer shall be deemed to
have reaffirmed, with respect to the Official Statement, the representations, warranties and
covenants set forth above with respect to the Preliminary Official Statement.
5. Closing.
(a) At or before 10:00 a.m., Dallas, Texas time, on February 24, 2011, or at
such other time and date as shall have been mutually agreed upon by the Issuer and the
Underwriter, the Issuer will, subject to the terms and conditions hereof, deliver to the
Underwriter the initial Certificate registered in the name of the Underwriter, in temporary
form, together with the other documents hereinafter mentioned, and will have available
8
HOU:3088159.2
for immediate exchange definitive Certificates deposited with DTC, or deposited with the
Paying Agent/Registrar (hereinafter defined), if the Certificates are to be held in
safekeeping for DTC by the Paying Agent/Registrar pursuant to DTC's FAST system and
the Ordinance, duly executed and authenticated in the form and manner described below,
together with the other documents hereinafter mentioned, and the Underwriter will,
subject to the terms and conditions hereof, accept such delivery and pay the purchase
price of the Certificates as set forth in Paragraph 1 hereof in immediately available funds
(such events being referred to herein as the "Closing'). Payment for the Certificates as
aforesaid shall be made at the offices of U.S. Bank National Association, Dallas, Texas
(the "Paying Agent/Registrar') or such other place as shall have been mutually agreed
upon by the Issuer and the Underwriter.
(b) Delivery of the definitive Certificates in exchange for the initial Certificate
shall be made through DTC, utilizing the book-entry only form of issuance. The
definitive Certificates shall be delivered in fully registered form bearing CUSIP numbers
without coupons with one certificate for each maturity of Certificates, registered in the
name of Cede & Co. and shall be made available to the Underwriter at least one business
day before the Closing for purposes of inspection.
6. Closin, Conditions. The Underwriter has entered into this Agreement in reliance
upon the representations, warranties and agreements of the Issuer contained herein, and in
reliance upon the representations, warranties and agreements to be contained in the documents
and instruments to be delivered at the Closing and upon the performance by the Issuer of its
obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly,
the Underwriter's obligations under this Agreement to purchase, to accept delivery of and to pay
for the Certificates shall be conditioned upon the performance by the Issuer of its obligations to
be performed hereunder and under such documents and instruments at or prior to the Closing,
and shall also be subject to the following additional conditions, including the delivery by the
Issuer of such documents as are enumerated herein, in form and substance reasonably
satisfactory to the Underwriter:
(a) The representations and warranties of the Issuer contained herein shall be
true, complete and correct in all material respects on the date hereof and on and as of the
date of the Closing, as if made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by it prior to or
at the Closing;
(c) At the time of the Closing, (1) the Issuer Documents and the Certificates z"
shall be in full force and effect and shall not have been amended, modified or
supplemented, and the Official Statement shall not have been supplemented or amended,
except in any such case as may have been agreed to by the Underwriter; (2) the net
proceeds of the sale of the Certificates and any funds to be provided by the Issuer shall be
deposited and applied as described in the Official Statement and in the Ordinance; and (3)
all actions of the Issuer required to be taken by the Issuer shall be performed in order for
9
HOU:3088159.2
Bond Counsel and counsel to the Underwriter to deliver their respective opinions referred
to hereafter;
(d) At the time of the Closing, all official action of the Issuer relating to the
Certificates and the Issuer Documents shall be in full force and effect and shall not have
been amended, modified or supplemented, except as may have been agreed to by the
Underwriter;
(e) At or prior to the Closing, the Ordinance shall have been duly executed
and delivered by the Issuer and the Issuer shall have duly executed and delivered and the
Paying Agent/Registrar shall have duly authenticated the definitive Certificates;
(f) The Issuer shall not have failed to pay principal or interest when due on
any of its outstanding obligations for borrowed money;
(g) All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions described in this
Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter,
Bond Counsel and counsel to the Underwriter; and
(h) At or prior to the Closing, the Underwriter shall have received one copy of
each of the following documents:
(1) The Official Statement, and each supplement or amendment
thereto, if any, as may have been agreed to by the Underwriter;; ,„„)
(2) A copy of the Ordinance, certified by the City Secretary as having
been duly adopted and in full force and effect, with such supplements or
amendments as may have been agreed to by the Underwriter;
(3) The undertaking of the Issuer set forth in the Ordinance (the
"Continuing Disclosure Undertaking") which satisfies the requirements of
Section(b)(5)(i) of the Rule;
(4) The opinion of Fulbright & Jaworski L.L.P., Dallas, Texas ("Bond
Counsel") with respect to the Certificates, in substantially the form attached to the
Official Statement;
(5) A supplemental opinion of Bond Counsel addressed to the Issuer
and the Underwriter substantially to the effect that:
(i) the Ordinance has been duly adopted and is in full force
and effect;
(ii) the Certificates are exempt securities that do not require
registration under the Securities Act of 1933, as amended (the "1933
Act"), and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and it is not necessary, in connection with the offering 'No)
10
HOU:3088159.2
and sale of the Certificates, to register the Certificates under the 1933 Act
or to qualify the Ordinance under the Trust Indenture Act; and
(iii) the statements and information contained in the Official
Statement under the captions "PLAN OF FINANCING — Refunded
Obligations," "THE OBLIGATIONS" (except for the subcaptions "Book-
Entry-Only System" and "Obligationholders' Remedies"), "TAX
MATTERS," "CONTINUING DISCLOSURE OF INFORMATION"
(except for the subcaption "Compliance with Prior Undertakings"),
"OTHER INFORMATION — Legal Matters" (except for the last two
sentences of the first paragraph thereof), "OTHER INFORMATION —
Registration and Qualification of Obligations for Sale" and "OTHER
INFORMATION — Legal Investments and Eligibility to Secure Public
Funds in Texas" are an accurate and fair description of the laws and legal
issues addressed therein and, with respect to the Certificates, such
information conforms to the Ordinance.
(6) An opinion, dated the date of the Closing and addressed to the
Underwriter, of counsel to the Underwriter, to the effect that:
(i) the Certificates are exempt securities under the 1933 Act
and the Trust Indenture Act and it is not necessary, in connection with the
offering and sale of the Certificates, to register the Certificates under the
1933 Act and the Ordinance need not be qualified under the Trust
Indenture Act; and
(ii) based upon their participation in the preparation of the
Official Statement as counsel for the Underwriter and their participation at
conferences at which the Official Statement was discussed, but without
having undertaken to determine independently the accuracy, completeness
or fairness of the statements contained in the Official Statement, such
counsel has no reason to believe that the Official Statement contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (except for any financial,
forecast, technical and statistical statements and data included in the
Official Statement and the information regarding DTC and its book-entry-
only system, as to which no view need be expressed);
(7) A certificate, dated the date of Closing, of an appropriate official
of the Issuer to the effect that (i) all official actions of the Issuer relating to the
Certificates, the Issuer Documents and the Official Statement have been duly
taken and adopted by the Issuer, are in full force and effect, and have not been
modified, amended, supplemented or repealed; (ii) the representations and
warranties of the Issuer contained herein or in any certificate or document
delivered by the Issuer pursuant to the provisions hereof are true and correct in all
material respects on and as of the date of Closing as if made on the date of
11
HOU.3088159.2
Closing; (iii) no litigation or proceeding against the Issuer is pending or, to his or
her knowledge, threatened in any court or administrative body which would (A)
contest the right of the City Council members, officers or officials of the Issuer to
hold and exercise their respective positions, (B) contest the due organization and
valid existence of the Issuer, (C) attempt to restrain or enjoin the issuance or
delivery of the Certificates or contest the validity, due authorization and execution
of the Certificates or the Issuer Documents or (D) attempt to limit, enjoin or
otherwise restrict or prevent the Issuer from functioning and collecting ad
valorem taxes and System revenues, including for payment of the principal of and
interest on the Certificates, pursuant to the Ordinance, or the levy or collection of
the ad valorem taxes and System revenues pledged or to be pledged to pay the
principal of and interest on the Certificates or the pledge thereof; (iv) to the best
of his or her knowledge, no event affecting the Issuer has occurred since the date
of the Official Statement which should be disclosed in the Official Statement for
the purpose for which it is to be used or which it is necessary to disclose therein in
order to make the statements and information therein, in light of the
circumstances under which made, not misleading in any material respect as of the
time of Closing, and the information contained in the Official Statement is correct
in all material respects and, as of the date of the Official Statement did not, and as
of the date of the Closing does not, contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading in any material respect; and (v) there has not been any
material adverse change in the financial condition of the Issuer since September ,41)
30, 2009, the latest date as of which audited financial information is available;
(8) A certificate of the Issuer in form and substance satisfactory to
Bond Counsel and counsel to the Underwriter setting forth the facts, estimates and
circumstances in existence on the date of the Closing, which establish that it is not
expected that the proceeds of the Certificates will be used in a manner that would
cause the Certificates to be "arbitrage bonds" within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended (the "Code"), and any
applicable regulations (whether final, temporary or proposed), issued pursuant to
the Code;
(9) The approving opinion of the Attorney General of the State of
Texas and the registration certificate of the Comptroller of Public Accounts of the
State of Texas in respect of the Certificates;
(10) Evidence of a rating assigned to the Certificates of "AA" by
Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC
business, and "Aa2" by Moody's Investors Service, Inc. and that all such ratings
are in effect as of the date of the Closing; and
(11) Such additional legal opinions, certificates, instruments and other
documents as Bond Counsel, the Underwriter or counsel to the Underwriter may
reasonably request to evidence the truth and accuracy, as of the date hereof and as
12
HOU:3088159.2
of the date of the Closing, of the Issuer's representations and warranties contained
herein and of the statements and information contained in the Official Statement
and the due performance or satisfaction by the Issuer on or prior to the date of the
Closing of all the respective agreements then to be performed and conditions then
to be satisfied by the Issuer.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter
to purchase, to accept delivery of and to pay for the Certificates contained in this Agreement, or
if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the
Certificates shall be terminated for any reason permitted by this Agreement, this Agreement shall
terminate and neither the Underwriter nor the Issuer shall be under any further obligation
hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in
Sections 4 and 8 hereof shall continue in full force and effect.
7. Termination. The Underwriter shall have the right to cancel the Underwriter's
obligation to purchase the Certificates if, between the date of this Agreement and the Closing,
the market price or marketability of the Certificates shall be materially adversely affected, in the
reasonable judgment of the Underwriter (as evidenced by a written notice to the Issuer
terminating the obligation of the Underwriter to accept delivery of and pay for the Certificates),
by the occurrence of any of the following:
(a) legislation shall be enacted by or introduced in the Congress of the United
States or recommended to the Congress for passage by the President of the United States,
or the Treasury Department of the United States or the Internal Revenue Service or any
member of the Congress of the United States or favorably reported for passage to either
House of the Congress by any committee of such House to which such legislation has
been referred for consideration, a decision by a court of the United States or of the State
or the United States Tax Court shall be rendered, or an order, ruling, regulation (final,
temporary or proposed), press release, statement or other form of notice by or on behalf
of the Treasury Department of the United States, the Internal Revenue Service or other
governmental agency shall be made or proposed, the effect of any or all of which would
be to impose, directly or indirectly, federal income taxation upon interest received on
obligations of the general character of the Certificates, of the interest on the Certificates
as described in the Official Statement, or other action or events shall have transpired
which may have the purpose or effect, directly or indirectly, of changing the federal
income tax consequences of any of the transactions described herein;
(b) legislation introduced in or enacted (or resolution passed) by the Congress
or an order, decree or injunction issued by any court of competent jurisdiction, or an
order, ruling, regulation (final, temporary, or proposed), press release or other form of
notice issued or made by or on behalf of the Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Certificates, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the 1933
Act, or that the Ordinance is not exempt from qualification under or other requirements
of the Trust Indenture Act, or that the issuance, offering or sale of obligations of the
general character of the Certificates, including any or all underlying arrangements, as
•
13
HOU:3088159.2
described herein or in the Official Statement or otherwise, is or would be in violation of
the federal securities laws as amended and then in effect;
(c) any state blue sky or securities commission or other governmental agency
or body (in any state in which more than 15% of the Certificates have been offered and
sold) shall have withheld registration, exemption or clearance of the offering of the
Certificates as described herein, or issued a stop order or similar ruling relating thereto,
provided that such withholding or stop order is not due to the malfeasance, misfeasance
or nonfeasance of the Underwriter;
(d) a general suspension of trading in securities on the New York Stock
Exchange, the establishment of minimum prices on such exchange, the establishment of
material restrictions (not in force as of the date hereof) upon trading securities generally
by any governmental authority or any national securities exchange, or a general banking
moratorium declared by federal, State of New York, or State officials authorized to do so;
(e) the New York Stock Exchange or other national securities exchange or
any governmental authority shall impose, as to the Certificates or as to obligations of the
general character of the Certificates, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit by, or the
charge to the net capital requirements of, the Underwriter which change shall occur
subsequent to the date hereof and shall not be due to the malfeasance, misfeasance or
nonfeasance of the Underwriter;
'04)
(f) any amendment to the federal or state Constitution or action by any federal
or state court, legislative body, regulatory body or other authority materially adversely
affecting the tax status of the Issuer, its property, income, securities (or interest thereon),
or the validity or enforceability of or the levy of taxes to pay principal of and interest on
the Certificates;
(g) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Official Statement, or has the effect that the
Official Statement contains any untrue statement of material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, in any material
respect;
(h) there shall have occurred since the date of this Agreement any materially
adverse change in the affairs or financial condition of the Issuer;
(i) the United States shall have either become engaged in hostilities that did
not exist prior to the date hereof or issued a declaration of war or a national emergency,
or there shall have occurred a new material outbreak or escalation of hostilities or a
national or international calamity or crisis, financial or otherwise, the effect of such
outbreak, calamity or crisis on the financial markets of the United States being such as, in
the reasonable opinion of the Underwriter, would materially and adversely affect the
14
HOU:3088159.2
ability of the Underwriter to market or sell the Certificates on the terms and in the manner
described in the Official Statement;
(j) any fact or event shall exist or have existed that, in the Underwriter's
reasonable judgment, requires or has required an amendment of or supplement to the
Official Statement;
(k) there shall have occurred any downgrading, or any published notice shall
have been given of (i) any intended or potential downgrading or (ii) any review or
possible change that does not indicate a possible upgrade, in the rating accorded any of
the Issuer's obligations that are secured, in whole or in part, in a like manner as the
Certificates(including the rating to be accorded the Certificates); or
(1) the purchase of and payment for the Certificates by the
P Underwriter,erwriter or the
Y ,
resale of the Certificates by the Underwriter, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or
commission, which prohibition shall occur subsequent to the date hereof and shall not be
due to the malfeasance, misfeasance or nonfeasance of the Underwriter.
With respect to the condition described in subparagraph (1) above, the Underwriter is not
aware of any current, pending or proposed law or government inquiry or investigation as of the
date of execution of this Agreement which would permit the Underwriter to invoke the
Underwriter's termination rights thereunder.
8. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Issuer shall
pay, any expenses incident to the performance of the Issuer's obligations hereunder,
including, but not limited to (i)the cost of preparation and printing of the Certificates, (ii)
the fees and disbursements of Bond Counsel and the Issuer's Financial Advisor; (iii) the
fees and disbursements of any other engineers, accountants, and other experts,
consultants or advisers retained by the Issuer; (iv) the fees for bond ratings, (v) the costs
of preparing, printing and mailing the Preliminary Official Statement and the Official
Statement; (vi) the fees and expenses of the Paying Agent/Registrar; (vii) the Attorney
General's examination fee; (viii) advertising expenses (except any advertising expenses
of the Underwriter as set forth below); (ix) the out-of-pocket, miscellaneous and closing
expenses, including the cost of travel, of the officers and members of the Issuer; and (x)
any other expenses of the Issuer which are incident to the transactions described herein.
(b) The Underwriter shall pay (i) the cost of preparation and printing of this
Agreement, the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all
advertising expenses in connection with the public offering of the Certificates; and (iii)
all other expenses incurred by it in connection with the public offering of the Certificates,
including the fees and disbursements of counsel retained by the Underwriter.
9. Notices. Any notice or other communication to be given to the Issuer under this
Agreement may be given by delivering the same in writing to City of Euless, Texas, 201 N.
Ector Drive, Euless, Texas 76039, Attention: Director of Finance and any notice or other
15
HOU:3088159.2
communication to be given to the Underwriter under this Agreement may be given by delivering
the same in writing to RBC Capital Markets, LLC, 2711 Haskell, Suite 2400, Dallas, Texas
75201, Attention: Derek Honea.
10. Parties in Interest. This Agreement as heretofore specified shall constitute the
entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter
(including successors or assigns of the Underwriter) and no other person shall acquire or have
any right hereunder or by virtue hereof. This Agreement may not be assigned by the Issuer. All
of the Issuer's representations, warranties and agreements contained in this Agreement shall
remain operative and in full force and effect, regardless of(1) any investigations made by or on
behalf of the Underwriter; (2) delivery of and payment for the Certificates pursuant to this
Agreement; and (3) any termination of this Agreement.
11. Effectiveness. This Agreement shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
12. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
13. Severability. If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision of any
Constitution, statute, rule of public policy or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any
other case or circumstance, or of rendering-any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
14. Business Day. For purposes of this Agreement, "business day" means any day on
which the New York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
16. Counterparts. This Agreement may be executed in several counterparts each of
which shall be regarded as an original (with the same effect as if the signatures thereto and
hereto were upon the same document) and all of which shall constitute one and the same
document.
17. No Personal Liability. None of the members of the City Council, nor any officer,
agent or employee of the Issuer, shall be charged personally by the Underwriter with any
liability, or be held liable to the Underwriter under any term or provision of this Agreement, or
because of execution or attempted execution, or because of any breach or attempted or alleged
breach, of this Agreement.
18. Entire Agreement. This Agreement represents the entire agreement between the
Issuer and the Underwriter with respect to the preparation of the Official Statement, the conduct
of the offering, and the purchase and sale of the Certificates.
16
HOU:3088159.2
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement
and return it to the Underwriter. This Agreement shall become a binding agreement between
the Issuer and the Underwriter when at least the counterpart of this Agreement shall have been
signed by or on behalf of each of the parties hereto. •
Respectfully submitted,
RBC CAPITAL
MARKETS, LLC
By:
Name:
Title:
ACCEPTED at a.m/p.m. Central Time this day of January, 2011.
CITY OF EULESS, TEXAS
C
By
Name:
Title:
Schedule I—Schedule of Terms
-Execution Page-
City of Euless, Texas
Tax and Waterworks and Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2011
HOU.3088159.2
SCHEDULE I
`44)
$3,035,000
City of Euless,Texas
Tax and Waterworks and Sewer System(Limited Pledge) Revenue
Certificates of Obligation, Series 2011
Interest Accrues From: January 15, 2011
$1,475,000 Serial Certificates
Maturity Principal Interest
(August 15) Amount Rate Yield
2013 $125,000 3.00% 1.05%
2014 130,000 3.00% 1.40%
2015 130,000 3.00% 1.75%
2016 135,000 3.00% 2.05%
2017 140,000 3.00% 2.33%
2018 145,000 3.00% 2.73%
2019 150,000 4.00% 3.00%
*** *** *** ***
2022(a) 165,000 4.00% 3.58%(b)
2023(a) 175,000 4.00% 3.68%(1')
2024(a) 180,000 4.00% 3.83%(b)
o Certificates due August 15 2021 Price 105.701%�`�
$315,000 4.000/o Term Cerhfic gu ,
$380,000 4.000% Term Certificates due August 15,2026,Price 100.000%(')(`)
$415,000 4.125% Term Certificates due August 15,2028,Price 99.076%(*)(`)
$450,000 4.250% Term Certificates due August 15,2030, Price 99.343%(*)(c)
(a) The Certificates scheduled to mature on or after August 15, 2022 are subject to optional redemption, in
whole or in part, in principal amounts of$5,000 or any integral multiple thereof, prior to maturity on
August 15,2021 or any date thereafter at the par value thereof plus accrued interest to the date fixed for
redemption.
rot Priced to call.
(c) The Term Certificates scheduled to mature on August 15 in the years 2021, 2026, 2028, and 2030 are
also subject to mandatory sinking fund redemption on the dates and in the amounts set forth in the
following schedule:
Mandatory Mandatory
Redemption Principal Amount Redemption Principal Amount
August 15,2020 $155,000 August 15,2027 $205,000
August 15,2021* 160,000 August 15,2028* 210,000
August 15,2025 $185,000 August 15,2029 $220,000
August 15,2026* 195,000 August 15,2030* 230,000
* Stated Maturity.
HOU:3088159.2
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.
C
90298240.4/11010647 B-1
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
CTax& Waterworks& Sewer System (Limited Pledge)Revenue
Certificates of Obligation, Series 2011
$3,035,000 Issue Summary
Total Issue Sources And Uses
Dated 01/15/2011 I Delivered 02/24/2011
Glade Park Ash Lane
Infrastructure Infrastructure Issue
Improvements Improvements Summary
Sources Of Funds
Par Amount of Bonds $2,854,870.00 $180,130.00 $3,035,000.00
Reoffering Premium 72,548.12 4,790.03 77,338.15
Accrued Interest from 01/15/2011 to 02/24/2011 11,720.57 737.09 12,457.66
Total Sources $2,939,138.69 $185,657.12 $3,124,795.81
Uses Of Funds
Original Issue Discount(O1D) 6,409.20 381.90 6,791.10
Total Underwriter's Discount (0.867%) 24,739.23 1,564.94 26,304.17
Costs of Issuance 51,735.70 3,264.30 55,000.00
Deposit to Debt Service Fund 11,720.57 737.09 12,457.66
Deposit to Project Construction Fund 2,840,542.93 179,457.07 3,020,000.00
Rounding Amount 3,991.06 251.82 4,242.88
Total Uses $2,939,138.69 $185,657.12 $3,124,795.81
' I
� I
2/92011 1 11:27 AM
First Southwest Company
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System(Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$3,035,000 Issue Summary
Debt Service Schedule Part 1 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
02/24/2011 - - - - -
08/15/2011 - - 67,079.69 67,079.69 -
09/30/2011 - - - - 67,079.69
02/15/2012 - - 57,496.88 57,496.88
08/15/2012 - - 57,496.88 57,496.88 -
09/30/2012 - - - - 114,993.76
02/15/2013 - - 57,496.88 57,496.88 -
08/15/2013 125,000.00 3.000% 57,496.88 182,496.88 -
09/30/2013 - - - - 239,993.76
02/15/2014 - - 55,621.88 55,621.88 -
08/15/2014 130,000.00 3.000% 55,621.88 185,621.88 -
09/30/2014 - - - - 241,243.76
02/15/2015 - - 53,671.88 53,671.88 -
08/15/2015 130,000.00 3.000% 53,671.88 183,671.88 -
09/30/2015 - - - - 237,343.76
02/15/2016 - - 51,721.88 51,721.88 -
08/15/2016 135,000.00 3.000% 51,721.88 186,721.88 -
09/30/2016 - - - - 238,443.76
02/15/2017 - - 49,696.88 49,696.88 -
08/15/2017 140,000.00 3.000% 49,696.88 189,696.88
I, 09/30/2017 - - -
C 02/15/2018 47,596.88 47,596.88 239,393.76
-
08/15/2018 145,000.00 3.000% 47,596.88 192,596.88 -
09/30/2018 - - - - 240,193.76
02/15/2019 - - 45,421.88 45,421.88 -
08/15/2019 150,000.00 4.000% 45,421.88 195,421.88 -
09/30/2019 - - - - 240,843.76
02/15/2020 - - 42,421.88 42,421.88 -
08/15/2020 155,000.00 4.000% 42,421.88 197,421.88 -
09/30/2020 - - - - 239,843.76
02/15/2021 - - 39,321.88 39,321.88 -
08/15/2021 160,000.00 4.000% 39,321.88 199,321.88 -
09/30/2021 - - - - 238,643.76
02/15/2022 - - 36,121.88 36,121.88 -
�� 08/15/2022 165,000.00 4.000% 36,121.88 201,121.88 -
09/30/2022 237,243.76
02/15/2023 - - 32,821.88 32,821.88 -
08/15/2023 175,000.00 4.000% 32,821.88 207,821.88 -
09/30/2023 - - - - 240,643.76
02/15/2024 - - 29,321.88 29,321.88 -
08/15/2024 180,000.00 4.000% 29,321.88 209,321.88 -
09/30/2024 - - - - 238,643.76
02/15/2025 - - 25,721.88 25,721.88 -
I
2/9/2011 I 11:27 AM
C First Southwest Company
Fir ,rC C -,r'fheri
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System(Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$3,035,000 Issue Summary
Debt Service Schedule Part 2 of 2
Date Principal Coupon Interest Total P+1 Fiscal Total
08/15/2025 185,000.00 4.000% 25,721.88 210,721.88
09/30/2025 - 236,443.76
02/15/2026 - - 22,021.88 22,021.88 -
08/15/2026 195,000.00 4.000% 22,021.88 217,021.88 -
09/30/2026 - -
- - 239,043.76
02/15/2027 - - 18,121.88 18,121.88 -
08/15/2027 205,000.00 4.125% 18,121.88 223,121.88 -
09/30/2027
- - - 241,243.76
02/15/2028 - - 13,893.75 13,893.75 -
08/15/2028 210,000.00 4.125% 13,893.75 223,893.75 -
09/30/2028 - - - - 237,787.50
02/15/2029 - - 9,562.50 9,562.50 -
08/15/2029 220,000.00 4.250% 9,562.50 229,562.50 -
09/30/2029 - - - 239,125.00
02/15/2030 - - 4,887.50 4,887.50 -
08/15/2030 230,000.00 4.250% 4,887.50 234,887.50 -
09/30/2030 - - - - 239,775.00
Total $3,035,000.00 - $1,452,967.35 $4,487,967.35
Ci Yield Statistics
Accrued Interest from 01/15/2011 to 02/24/2011 12,457.66
Bond Year Dollars $36,276.63
Average Life 11.953 Years
Average Coupon 4.0052440%
Net Interest Cost(NIC) 3.8832843%
True Interest Cost(TIC) 3.7882850%
Bond Yield for Arbitrage Purposes 3.6927222%
All Inclusive Cost(AIC) o
( ) 3.9841276/o
IRS Form 8038
Net Interest Cost 3.7271797%
Weighted Average Maturity 11.836 Years
2/9/2011 I 11:27 AM
IDFirst Southwest Company
Exhibit"B",Resolution No.2011-02 TIRZtlt3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System(Limited Pledge)Revenue
Certificates of Obligation, Series 2011
$3,035,000 Issue Summary
Debt Service Schedule
Date Principal Coupon Interest Total P+I
09/30/2011 - - 67,079.69 67,079.69
09/30/2012 - - 114,993.76 114,993.76
09/30/2013 125,000.00 3.000% 114,993.76 239,993.76
09/30/2014 130,000.00 3.000% 111,243.76 241,243.76
09/30/2015 130,000.00 3.000% 107,343.76 237,343.76
09/30/2016 135,000.00 3.000% 103,443.76 238,443.76
09/30/2017 140,000.00 3.000% 99,393.76 239,393.76
09/30/2018 145,000.00 3.000% 95,193.76 240,193.76
09/30/2019 150,000.00 4.000% 90,843.76 240,843.76
09/30/2020 155,000.00 4.000% 84,843.76 239,843.76
09/30/2021 160,000.00 4.000% 78,643.76 238,643.76
09/30/2022 165,000.00 4.000% 72,243.76 237,243.76
09/30/2023 175,000.00 4.000% 65,643.76 240,643.76
09/30/2024 180,000.00 4.000% 58,643.76 238,643.76
09/30/2025 185,000.00 4.000% 51,443.76 236,443.76
4.000% 44 043.76 239,043.76 09/30/2026 195,000.00 ,
09/30/2027 205,000.00 4.125% 36,243.76 241,243.76
09/30/2028 210,000.00 4.125% 27,787.50 237,787.50
09/30/2029 220,000.00 4.250% 19,125.00 239,125.00
09/30/2030 230,000.00 4.250% 9,775.00 239,775.00
CTotal $3,035,000.00 - $1,452,967.35 $4,487,967.35
Yield Statistics
Accrued Interest from 01/15/2011 to 02/24/2011 12457.66
Bond Year Dollars $36,276.63
Average Life 11.953 Years
Average Coupon 4.0052440%
Net Interest Cost(NIC) 3.8832843%
True Interest Cost(TIC) 3.7882850%
Bond Yield for Arbitrage Purposes 3.6927222%
All Inclusive Cost(AIC) 3.9841276%
IRS Form 8038
Net Interest Cost 3.7271797%
Weighted Average Maturity 11.836 Years
I j
2/9/2011 1 11:27 AM
CFirst Southwest Company
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System(Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$2,854,870 Glade Park Infrastructure Improvements
Debt Service Schedule Part 1 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
02/24/2011 - - - - -
08/15/2011 - - 63,110.75 63,110.75 -
09/30/2011 - - - - 63,110.75
02/15/2012 - - 54,094.93 54,094.93 -
08/15/2012 - - 54,094.93 54,094.93 -
09/30/2012 - - - - 108,189.86
02/15/2013 - - 54,094.93 54,094.93 -
08/15/2013 119,870.00 3.000% 54,094.93 173,964.93 -
09/30/2013 - - 228,059.86
02/15/2014 - - 52,296.88 52,296.88 -
08/15/2014 125,000.00 3.000% 52,296.88 177,296.88 -
09/30/2014 - - - - 229,593.76
02/15/2015 - - 50,421.88 50,421.88 -
08/15/2015 120,000.00 3.000% 50,421.88 170,421.88 -
09/30/2015 - - - - 220,843.76
02/15/2016 - - 48,621.88 48,621.88 -
08/15/2016 125,000.00 3.000% 48,621.88 173,621.88 -
09/30/2016 - - - - 222,243.76
02/15/2017 - - 46,746.88 46,746.88 -
08/15/2017 130,000.00 3.000% 46,746.88 176,746.88
c „
09/30/2017 - _ - - 223,493.76
02/15/2018 44,796.88 44,796.88
-
08/15/2018 135,000.00 3.000% 44,796.88 179,796.88 -
09/30/2018 - - - - 224,593.76
02/15/2019 - - 42,771.88 42,771.88 -
08/15/2019 140,000.00 4.000% 42,771.88 182,771.88 -
09/30/2019 - - - - 225,543.76
02/15/2020 - - 39,971.88 39,971.88 -
08/15l2020 145,000.00 4.000% 39,971.88 184,971.88 -
09/30/2020 - - - - 224,943.76
02/15/2021 - - 37,071.88 37,071.88 -
08/15/2021 150,000.00 4.000% 37,071.88 187,071.88 -
09/30/2021 - - - - 224,143.76
02/15/2022 - - 34,071.88 34,071.88 -
08/15/2022 155,000.00 4.000% 34,071.88 189,071.88 .-
09/30/2022 - - - - 223,143.76
02/15/2023 - - 30,971.88 30,971.88 -
08/15/2023 165,000.00 4.000% 30,971.88 195,971.88 -
09/30/2023 - - - - 226,943.76
02/15/2024 - - 27,671.88 27,671.88 -
�, 08/15/2024 170,000.00 4.000% 27,671.88 197,671.88 -
09/30/2024 - - - - 225,343.76
02/15/2025 - - 24,271.88 24,271.88
2/9/2011 I 11:27 AM
0 First Southwest Company
F.,r ,:3 _e ['pert
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$2,854,870 Glade Park Infrastructure Improvements
Debt Service Schedule Part 2 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
08/15/2025 175,000.00 4.000% 24,271.88 199,271.88 -
09/30/2025 - - - - 223,543.76
02/15/2026 - - 20,771.88 20,771.88 -
08/15/2026 185,000.00 4.000% 20,771.88 205,771.88 -
09/30/2026 - - - - 226,543.76
02/15/2027 - - 17,071.88 17,071.88 -
08/15/2027 195,000.00 4.125% 17,071.88 212,071.88 -
09/30/2027 - - - - 229,143.76
02/15/2028 - - 13,050.00 13,050.00 -
08/15/2028 200,000.00 4.125% 13,050.00 213,050.00 -
09/30/2028 - - - - 226,100.00
02/15/2029 - - 8,925.00 8,925.00
08/15/2029 205,000.00 4.250% 8,925.00 213,925.00 -
09/30/2029
- 222,850.00
02/15/2030 - - 4,568.75 4,568.75 -
08/15/2030 215,000.00 4.250% 4,568.75 219,568.75 -
09/30/2030 - - - - 224,1 37.50
Total $2,854,870.00 - $1,367,640.61 $4,222,510.61 -
CYield Statistics
Accrued Interest from 01/15/2011 to 02/24/2011 11,720.57
Bond Year Dollars $34,140.80
Average Life 11.959 Years
Average Coupon 4.0058829%
Net Interest Cost(NIC) 3.8846213%
True Interest Cost(TIC) 3.7899116%
Bond Yield for Arbitrage Purposes 3.6927222%
All Inclusive Cost(AIC) 3.9857189%
i IRS Form 8038
Net Interest Cost 3.7288500%
Weighted Average Maturity 11.842 Years
2/9/2011 I 11:27 AM
• First Southwest Company
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System(Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$2,854,870 Glade Park Infrastructure Improvements
Debt Service Schedule
Date Principal Coupon Interest Total P+I
09/30/2011 - - 63,110.75 63,110.75
09/30/2012 - - 108,189.86 108,189.86
09/30/2013 119,870.00 3.000% 108,189.86 228,059.86
09/30/2014 125,000.00 3.000% 104,593.76 229,593.76
09/30/2015 120,000.00 3.000% 100,843.76 220,843.76
09/30/2016
125 000.00
3.000%
97,243.76
222
,2 ,243.76
09/30/2017 130,000.00 3.000% 93,493.76 223,493.76
09/30/2018 135,000.00 3.000% 89,593.76 224,593.76
09/30/2019 140,000.00 4.000% 85,543.76 225,543.76
09/30/2020 145,000.00 4.000% 79,943.76 224,943.76
09/30/2021 150,000.00 4.000% 74,143.76 224,143.76
o
09/30/2022 155,000.00 4.000% 68,143.76 223,143.76
09/30/2023 165,000.00 4.000% 61,943.76 226,943.76
09/30/2024 170,000.00 4.000% 55,343.76 225,343.76
09/30/2025 175,000.00 4.000% 48,543.76 223,543.76
09/30/2026 185,000.00 4.000% 41,543.76 226,543.76
09/30/2027 195,000.00 4.125% 34,143.76 229,143.76
09/30/2028 200,000.00 4.125% 26,100.00 226,100.00
09/30/2029 205,000.00 4.250% 17,850.00 222,850.00
09/30/2030 215,000.00 4.250% 9,137.50 224,137.50
C . ..
Total $2,854,870.00 - 51,367,640.61 54,222,510.61
Yield Statistics
Accrued Interest from 01/15/2011 to 02/24/2011 11,720.57
Bond Year Dollars $34,140.80
Average Life 11.959 Years
Average Coupon 4.0058829%
Net Interest Cost(NIC) 3.8846213%
True Interest Cost(TIC) 3.7899116%
Bond Yield for Arbitrage Purposes 3.6927222%
All Inclusive Cost(AIC) 3.9857189%
IRS Form 8038
Net Interest Cost 3.7288500%
Weighted Average Maturity 11 842 Years
21 9/2011 I 11:27 AM
IDFirst Southwest Company
ri ii_ ce C -en;
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$180,130 Ash Lane Infrastructure Improvements
Debt Service Schedule Part 1 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
02/24/2011 -
08/15/2011 - - 3,968.94 3,968.94 -
09/30/2011 - - -
3,968.94
02/15/2012 - - 3,401.95 3,401.95 -
08/15/2012 - - 3,401.95 3,401.95 -
09/30/2012 -
- - 6,803.90
02/15/2013 - - 3,401.95 3,401.95 -
08/15/2013 5,130.00 3.000% 3,401.95 8,531.95 -
j 09/30/2013 _ - - - 11,933.90
02/15/2014 - - 3,325.00 3,325.00 -
08/15/2014 5,000.00 3.000% 3,325.00 8,325.00
09/30/2014 - - - - 11,650.00
02/15/2015 - - 3,250,00 3,250.00 -
08/15/2015 10,000.00 3.000% 3,250.00 13,250.00 -
09/30/2015 _ - - 16,500.00
02/15/2016 - - 3,100.00 3,100.00 -
08/15/2016 10,000.00 3.000% 3,100.00 13,100.00 -
09/30/2016 -
- - 16,200.00
02/15/2017 - - 2,950.00 2,950.00 -
08/15/2017 10,000.00 3.000% 2,950.00 12,950.00 -
09/30/2017 15,900.00-
02/15/2018 2,800.00 2,800.00
08/15/2018 10,000.00 3.000% 2,800.00 12,800.00 -
09/30/2018 - - - - 15,600.00
02/15/2019 - - 2,650.00 2,650.00 -
08/15/2019 10,000.00 4.000% 2,650.00 12,650.00
09/30/2019 - - - - 15,300.00
02/15/2020 - - 2,450.00 2,450.00 .-
08/15/2020 10,000.00 4.000% 2,450.00 12,450.00 -
09/30/2020 - - - - 14,900 00
02/15/2021 - - 2,250.00 2,250.00 - 1I
08/15/2021 10,000.00 4.000% 2,250.00 12,250.00 -
09/30/2021 - - - - 14,500.00
02/15/2022 - - 2,050.00 2,050.00 -
08/15/2022 10,000.00 4.000% 2,050.00 12,050.00 -
09/30/2022 - - - - 14,100.00
02/15/2023 - - 1,850.00 1,850.00 ..-
08/15/2023 10,000.00 4.000% 1,850.00 11,850.00 -
09/30/2023 -
- - 13,700.00
02/15/2024 - - 1,650.00 1,650.00 -
08/15/2024 10,000.00 4.000% 1,650.00 11,650.00 -
09/30/2024 - - - - 13,300.00
02/15/2025 - - 1,450.00 1,450.00 -
i
2/9/2011 I 11:27 AM
C) First Southwest Company
. r .nrer-
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$180,130 Ash Lane Infrastructure Improvements
Debt Service Schedule Part 2 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
08/15/2025 10,000.00 4.000% 1,450.00 11,450.00
09/30/2025
- - 12,900.00
02/15/2026 - - 1,250.00 1,250.00 -
08/15/2026 10,000.00 4.000% 1,250.00 11,250.00
I 09/30/2026 -
12,500.00
02/15/2027 - - 1,050.00 1,050.00 _
08/15/2027 10,000.00 4.125% 1,050.00 11,050.00
09/30/2027 - - - - 12,100.00
02/15/2028 - - 843.75 843.75 _
08/15/2028 10,000.00 4.125% 843.75 10,843.75
09/30/2028 - _ - -02/15/2029 - 11,687.50
- 637.50 637.50 _
08/15/2029 15,000.00 4.250% 637.50 15,637.50
09/ -
09/30/2029 0/2020 - 16,275.00
- 318.75 318.75 _
08/15/2030 15,000.00 4.250% 318.75 15,318.75
09/30/2030 - - - - 15,637.50
Total $180,130.00 - $85,326.74 $265,456.74 -
C ,
Yield Statistics
Accrued Interest from 01/15/2011 to 02/24/2011 73709
Bond Year Dollars $2,135.82
Average Life
11.857 Years
Average Coupon 3.9950310%
Net Interest Cost(NIC) 3.8619117%
True Interest Cost(TIC) 3.7623788%
Bond Yield for Arbitrage Purposes 3.6927222%
All Inclusive Cost(AIC) 3.9587885%
IRS Form 8038
Net Interest Cost 3.7005165%
Weighted Average Maturity 11.742 Years
2/9/2011 I 11:27 AM
First Southwest Company
per'.
Exhibit"B",Resolution No.2011-02 TIRZ#3
FINAL
City of Euless,TX
C Tax& Waterworks& Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 2011
$180,130 Ash Lane Infrastructure Improvements
Debt Service Schedule
Date Principal Coupon Interest Total P+I
09/30/2011 - - 3,968.94 3,968.94
09/30/2012 - - 6,803.90 6,803.90
09/30/2013 5,130.00 3.000% 6,803.90 11,933.90
09/30/2014 5,000.00 3.000% 6,650.00 11,650.00
09/30/2015 10,000.00 3.000% 6,500.00 16,500.00
09/30/2016 10,000.00 3.000% 6,200.00 16,200.00
09/30/2017 10,000.00 3.000% 5,900.00 15,900.00
09/30/2018 10,000.00 3.000% 5,600.00 15,600.00
09/30/2019 10,000.00 4.000% 5,300.00 15,300.00
09/30/2020 10,000.00 4.000% 4,900.00 14,900.00
09/30/2021 10,000.00 4.000% 4,500.00 14,500.00
09/30/2022 10,000.00 4.000% 4,100.00 14,100.00
09/30/2023 10,000.00 4.000% 3,700.00 13,700.00
09/30/2024 10,000.00 4.000% 3,300.00 13,300.00
09/30/2025 10,000.00 4.000% 2,900.00 12,900.00
I
09/30/2026 10,000.00 4.000% 2,500.00 12,500.00
09/30/2027 10,000.00 4.125% 2,100.00 12,100.00
09/30/2028 10,000.00 4.125% 1,687.50 11,687.50
09/30/2029 15,000.00 4.250% 1,275.00 16,275.00
09/30/2030 15,000.00 4.250% 637.50 15,637.50
Total $180,130.00 - $85,326.74 $265,456.74
® I Yield Statistics
Accrued Interest from 01/15/2011 to 02/24/2011 737.09
Bond Year Dollars $2,135.82
Average Life 11.857 Years
Average Coupon 3.9950310%
Net Interest Cost(NIC) 3.8619117%
True Interest Cost(TIC) 3.7623788%
Bond Yield for Arbitrage Purposes 3.6927222%
All Inclusive Cost(AIC) 3.9587885%
IRS Form 8038
Net Interest Cost 3.7005165%
Weighted Average Maturity 11.742 Years
Ali 2/912011 I 11:27 AM
First Southwest Company
i -:ripen.