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HomeMy Public PortalAboutOrdinance No. 836-98 04-13-1998 ORDINANCE NO. 836_98 • AN ORDINANCE PROVIDING FOR THE ISSUANCE OF THREE HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($385,000) OF THE GENERAL OBLIGATION BONDS, SERIES 1998, OF THE CITY OF RICHLAND HILLS, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE. WHEREAS, it is deemed advisable and to the best interest of the City of Richland Hills (the "City" or the "Issuer") that all of the general obligation bonds authorized at an election held in said City on February 7, 1998, be sold at this time, pursuant to the laws of the State of Texas. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY • OF RICH LAND HILLS, TEXAS: 1. That the bond or bonds of the City of Richland Hills, Texas (the "City" or the "Issuer") to be called "General Obligation Bonds, Series 1998" (the "Bonds" or the "Series 1998 Bonds"), be issued under and by virtue of the Constitution and laws of the State of Texas and the Charter of said City in the aggregate principal amount of Three Hundred Eighty Five Thousand Dollars ($385,000), for the purpose of constructing and equipping an animal shelter facility. 2. That the Series 1998 Bonds shall be dated March 15, 1998, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in • the amounts, respectively, as set forth in the following schedule: I MATURITY DATE: AUGUST 15 • yE88~ AMOUNTS (51 YEBB~ AMOUNTS (51 1999 40,000 2003 60,000 2000 50,000 2004 60,000 2001 55,000 2005 65,000 2002 55,000 3. That the Series 1998 Bonds are not subject to redemption at the option of the City prior to stated maturity. 4. That the Series 1998 Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: Bonds maturing in the year 1999, 4.10% Bonds maturing in the year 2000, 4.20% Bonds maturing in the year 2001, 4.35% Bonds maturing in the year 2002, 4.45% Bonds maturing in the year 2003, 4.55$ Bonds maturing in the year 2004, 4.60% . Bonds maturing in the year 2005, 4.65% Said interest shall be payable to the registered owner of any such Series 1998 Bond in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. 5. (a) The City shall keep or cause to be kept at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office") of Bank One, Texas, N.A. (the "Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (g) below, books or records of the registration and transfer of the Series 1998 Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make • -2- such transfers and registrations under such reasonable regulations • as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond to which payments with respect to the Series 1998 Bonds shall be mailed, as herein provided. The City or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Series 1998 Bond may be • transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assign- ment of such bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1998 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. (b) The entity in whose name any Series 1998 Bond shall be • registered in the Registration Books at any time shall be treated -3- as the absolute owner thereof for all purposes of this Ordinance, • whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1998 Bonds, and to act as its agent to exchange or replace Series 1998 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of • all payments made by the City and the Paying Agent/Registrar with respect to the Series 1998 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance. (d) Each Series 1998 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as • appropriate, be exchanged for fully registered bonds, without -4- interest coupons, in the form prescribed in the FORM OF BOND set • forth in this Ordinance, in the denomination of $5,000, or any integral multiple thereof (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series 1998 Bond or Series 1998 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Series 1998 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of . $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 1998 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 1998 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1998 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 1998 Bonds for all purposes of this Ordinance, and may again -5- be exchanged or replaced. It is specifically provided, however, • that any Series 1998 Bond delivered in exchange for or replacement of another Series 1998 Bond prior to the first scheduled interest payment date on the Series 1998 Bonds (as stated on the face thereof) shall be dated the same date as such Series 1998 Bond, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being ex- changed has not been paid, then such substitute bond shall be dated • as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 1998 Bond or Series 1998 Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND set forth in this Ordinance. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1998 Bonds surrendered for exchange or replacement. No additional ordinances, . orders, or resolutions need be passed or adopted by the City -6- Council or any other body or person so as to accomplish the fore- , going exchange or replacement of any Series 1998 Bond or portion hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Article 717k-6, V.A.T.C.S., and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1998 Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same • effect as the Series 1998 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (e) All Series 1998 Bonds issued in exchange or replacement of any other Series 1998 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1998 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 1998 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1998 Bonds shall be payable, all as provided, and in the manner required or • indicated, in the FORM OF BOND set forth in this Ordinance. -7- (f) The City shall pay the Paying Agent/Registrar's • reasonable and customary fees and charges for making transfers of Series 1998 Bonds, but the registered owner of any Series 1998 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The registered owner of any Series 1998 Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and . in the case of the exchange of the unredeemed portion of a Series 1998 Bond which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City. In addition, the City hereby covenants with the registered owners of the Series 1998 Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 1998 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 1998 Bonds solely to the extent above provided, and with respect to the exchange of Series 1998 Bonds solely to the extent above pro- vided. . (g) The City covenants with the registered owners of the -8- Series 1998 Bonds that at all times while the Series 1998 Bonds are • outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Series 1998 Bonds under this Ordinance, and that the Paying Agent/- Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/ Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1998 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each . registered owner of the Series 1998 Bonds, by United States Mail, -9- postage prepaid, which notice also shall give the address of the • new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. 6. The form of all Series 1998 Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 1998 Bonds on the initial delivery thereof, the form of Paying Agent/Registrar's Authentication Certificate, and the Form of Assignment to be printed on each of the Series 1998 Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance: i FORM OF BOND NO. $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF TARRANT CITY OF RICHLAND HILLS, TEXAS GENERAL OBLIGATION BOND SERIES 1998 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP March 15, 1998 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF RICHLAND HILLS, TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee -10- hereof (either being hereinafter called the "registered owner") the principal amount of: DOLLARS and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified above, at the rate of interest per annum specified above, with said interest being payable on February 15, 1999, and semiannually on each August 15 and February 15 thereafter; except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than February 15, 1999, such interest is payable semiannually on each August 15 and February 15 following such date. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or • collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office"), of Bank One, Texas, N.A., which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the last business day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the • Paying Agent/Registrar for such purpose as hereinafter provided; -11- and such check shall be sent by the Paying Agent/Registrar by . United States mail, first-class postage prepaid, on each such in- terest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest and Sinking Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for 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 Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner of a Bond appearing on the registration books of the Paying Agent/Registrar • at the close of business on the last business day next preceding -12- the date of mailing of such notice. . IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or . registered assigns, shall be made in accordance with existing arrangements between the Issuer and the securities depository. THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitu- tion and laws of the State of Texas in the principal amount of $385,000, for the purpose of constructing and equipping an animal shelter facility within the City of Richland Hills, Texas. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and . exchanged for a like aggregate principal amount of fully registered -13- bonds, without interest coupons, payable to the appropriate . registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral • multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of the exchange of an assigned and • transferred Bond or Bonds or any portion or portions thereof, such -14- fees and charges of the Paying Agent/Registrar will be paid by the • Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, • the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. *IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements heretofore described were approved by a vote of the resident, qualified electors of the City of Richland Hills, Texas, voting at elections held for that purpose within said City on February 7, 1998; that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of • this Bond, have been properly done and performed and have happened -15- in regular and due time, form and manner as required by law; that . sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City of Richland Hills, Texas, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of • this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the Mayor of said City, attested with the manual or facsimile signature of the City Secretary, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond. ATTEST: xxxxxxxxxxxxxx Kxxxxxxxxxxx City Secretary Mayor (SEAL) • -16- FnRM OF PAYING AGENT/REGISTR_AR!S AUTHENTICATION CERTIFICATE S PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: , Paying Agent/Registrar • By Authorized Representative *FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee i _1~_ • (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be NOTICE: The signature above guaranteed by a member firm of must correspond with the name the New York Stock Exchange or of the Registered Owner as it a commercial bank or trust appears upon the front of this company. Bond in every particular, without alteration or enlarge- . ment or any change whatsoever. -18- FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO . THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER REGISTER N0. STATE OF TEXAS I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the City of Richland Hills, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas • Comptroller of Public Accounts of the State of Texas (SEAL) The printer of the Series 1998 Bonds is hereby authorized to print on the Series 1998 Bonds (i) the form of bond counsel's opinion relating to the Series 1998 Bonds, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Series 1998 Bonds. 7. That a special fund or account, to be designated the "City of Richland Hills, Texas Series 1998 General Obligation Bonds Interest and Sinking Fund" is hereby created and shall be established and maintained by said City at its official depository • -19- bank. Said Interest and Sinking Fund shall be kept separate and • apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of the Series 1998 Bonds. All taxes levied and collected for and on account of the Series 1998 Bonds shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of the Series 1998 Bonds is outstanding and unpaid, the City Council of said City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said City, with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Series 1998 Bonds as such interest comes due, and to provide a sinking fund to pay the principal of the Series 1998 Bonds as such principal • matures, but never less than 20 of the original principal amount of the Series 1998 Bonds as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in said City for each year while any of the Series 1998 Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Series 1998 Bonds, as such interest comes due, and such principal matures, are hereby pledged for such purpose, within the limit prescribed by law. There shall be appropriated from the General Fund of the City for deposit into the • Interest and Sinking Fund moneys as may be necessary to pay the -20- first scheduled interest payment on the Series 1998 Bonds. • 8. (a) In the event any outstanding Series 1998 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 1998 Bond, in replacement for such Series 1998 Bond in the manner hereinafter provided. (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 1998 Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Series 1998 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Series 1998 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 1998 Bond, as the case may be. In every case of damage or mutilation of a Series 1998 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1998 Bond so damaged or mutilated. (c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 1998 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series • 1998 Bond, the City may authorize the payment of the same (without -21- surrender thereof except in the case of a damaged or mutilated • Series 1998 Bond) instead of issuing a replacement Series 1998 Bond, provided security or indemnity is furnished as above provided in this Section. (d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 1998 Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1998 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 1998 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 1998 Bonds duly issued under this Ordinance. (e) In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Series 1998 Bonds issued in exchange for other Series 1998 Bonds. • 9. That the City Manager of the City is hereby authorized to -22- have control of the Series 1998 Bonds and all necessary records and • proceedings pertaining to the Series 1998 Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Series 1998 Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1998 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. 10. (a) That the sale of the Bonds to Southwest Securities, Inc. (the "Underwriter"), at the purchase price described in the Bond Purchase Agreement, is hereby authorized, ratified and • confirmed. One Bond in the principal amount maturing on each maturity date as set forth in Section 2 hereof shall be delivered to the Underwriter, and the Underwriter shall have the right to exchange such bonds as provided in Section 5 hereof without cost. (b) That the Bond Purchase Agreement setting forth the terms of the sale of the Bonds to the Underwriter, in substantially the form attached to this Ordinance, is hereby accepted, approved and authorized to be delivered in executed form to the Underwriter. (c) That the offering documents prepared in connection with the sale of the Bonds, in substantially the form attached to this Ordinance, are hereby accepted, approved and authorized to be delivered in executed form to the Underwriter. The use of the • "Preliminary Official Statement" prepared in connection with the -23- sale of the Bonds is hereby ratified. • 11. That the Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 1998 Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 1998 Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether • or not received by the Issuer, with respect to such private business use, do not, under the teens of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 1998 Bonds, in contravention of section 141 (b) (2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 1998 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and • not "disproportionate," within the meaning of section -24- 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Series 1998 Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Series 1998 Bonds being treated as "private activity bonds" within the meaning of section 141 (b) of the Code; (e) to ref rain from taking any action that would result • in the Series 1998 Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Series 1998 Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 1998 Bonds, other than investment property acquired with (1) proceeds of the Series 1998 Bonds invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, • (2) amounts invested in a bona fide debt service -25- fund, within the meaning of section 1.148-1(b) of the • Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 1998 Bonds; (g) to otherwise restrict the use of the proceeds of the Series 1998 Bonds or amounts treated as proceeds of the Series 1998 Bonds, as may be necessary, so that the Series 1998 Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings) ; and • (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Series 1998 Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 148 (f) of the Code and to pay to the United States of America, not later than 60 days after the Series 1998 Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148 (f) of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of • the refunded bonds expended prior to the date of the issuance of -26- the Bonds. It is the understanding of the Issuer that the • covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees • to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor and the City Manager each may execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is • established for the additional purpose of compliance with section -27- 148 of the Code. • The City hereby designates the Bonds as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Code. In furtherance of such designation, the City represents, covenants and warrants the following: (1) that during the calendar year in which the Bonds are issued, the City (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax- exempt bonds" being issued; (2) that the City reasonably anticipates that the amount of tax-exempt obligations issued during the calendar year in which the Bonds are issued by the City (or any subordinate entities) will not exceed $10,000,000; and (3) that the City will take such action or refrain from such action as • necessary, and as more particularly set forth in'this Section, in order that the Bonds will not be considered private activity bonds" within the meaning of section 142 of the Code. 12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the Series 1998 Bonds and any investment earnings thereon to be used for the purposes described in Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof as a "Project") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the Issuer shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the • -28- fifth anniversary of the date of delivery of the Series 1998 Bonds • or (b) the date the Series 1998 Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Series 1998 Bonds. 13. That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Series 1998 Bonds. 14. (a) Definitions. That as used in this Section, the • following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. (i) The City shall provide annually to • each NRMSIR and any SID, within six months after the end of each -29- fiscal year ending in or after 1998, financial information and • operating data with respect to the City of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit A 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 (2) 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 audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required time, and • shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements becomes available. (ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID 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 (including an official statement or other offering document, if it is available from the MSRB) that • -30- theretofore has been provided to each NRMSIR and any SID or filed • with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Series 1998 Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 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 or events affecting the tax- exempt status of the Series 1998 Bonds; 7. Modifications to rights of holders of the Series 1998 Bonds; 8. Series 1998 Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Series 1998 Bonds; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or 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 subsection. -31- (d) Limitations, Disclaimers, and Amendments. (i) The City • shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Series 1998 Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Series 1998 Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Series 1998 Bonds, 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 what may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or 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 Series 1998 Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE • HOLDER OR BENEFICIAL OWNER OF ANY SERIES 1998 BOND OR ANY OTHER -32- 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. (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) The provisions of this Section may be amended by the City • from time to time to adapt to changed circumstances that arise 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 Series 1998 Bonds in the primary offering of the Series 1998 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering 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 Series 1998 Bonds consent to such amendment or (b) a -33- person that is unaffiliated with the City (such as nationally • recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Series 1998 Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 1998 Bonds in the primary offering of the Series 1998 Bonds. 15. That interest earnings derived from the investment of proceeds from the sale of the Series 1998 Bonds shall be used along with other available bond proceeds for the construction of the permanent improvements set forth in Section 1 hereof for which a portion of the Series 1998 Bonds are issued; provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to • be rebated to the United States of America pursuant to Section 11 -34- hereof in order to prevent the Series 1998 Bonds from being • arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. 16. That the Series 1998 Bonds initially shall be issued and delivered in such manner that no physical distribution of the Series 1998 Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Series 1998 Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the • City accepts, but in no way verifies, such representations. The Series 1998 Bonds initially authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC. It is expected that DTC will hold the Series 1998 Bonds on behalf of the Purchaser and its participants. So long as each Series 1998 Bonds is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry system which will identify ownership of the Series 1998 Bonds in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Series 1998 Bonds • initially deposited with DTC shall be immobilized and not be -35- further exchanged for substitute Series 1998 Bonds except as • hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Series 1998 Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 1998 Bonds, and the method of paying the fees and charges of DTC. The City does not represent, nor does it in any way covenant that the initial book-entry system established with DTC will be maintained • in the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Series 1998 Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 1998 Bonds will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book- entry system will be maintained for such Series 1998 Bonds. The City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-entry system described above. 17. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance • and made a part hereof for all purposes. -36- 18. That all ordinances and resolutions or parts thereof in • conflict herewith are hereby repealed. 19. That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. APPROVED AS TO FORM: City Attorney, City of Richland Hills, Texas • • I • CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS . COUNTY OF TARRANT . CITY OF RICHLAND HILLS We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 13TH DAY OF APRIL, 1998, at the designated meeting place, and the roll was called of the duly constituted officers and members of said City Council, to wit: C. F. Kelley, Mayor Pat Watkins, Mayor Pro-Tem Jim McKnight H~ race Hamilton Pnil Heinze Wayne Erickson Terri Willis, City Secretary and all of said persons were present, except phil Heinze, thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written ORDZNP~TCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion carrying with it the passage of said Ordinance, prevailed and carried by the following vote: AYES: All members of the City Council shown present above voted "Aye", except n/a NOES: n/a 2. That a true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said • Ordinance; that the persons named in the above and foregoing • paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. SIGNED AND SEALED the 13th day of April, 1998. G , Mayor ~ ~ ~ ty ecretary (SEAL) ,.`c~taNO y ~ ~m. :V. .ti . e a~ ~ ~ ~