HomeMy Public PortalAboutOrdinance No. 1338-17 09-25-2017CERTIFICATE FOR ORDINANCE
THE STATE OF TI:~YAS
COUNTY OF TARRANT S
CITY OF RICHLAND HILLS
I, the undersigned officer of said City, hereby certify as follows:
1. The City Council of said City convened in regular meeting on the 25th day of September,
2017, at the City Hall, and the roll was called of the duly constituted officers and members of said
City Council, to-wit:
Bill Agan, Mayor Allison Barrette, Mayor Pro Tem
Travis Malone Athena Campbell
Curtis Bergthold
and all of said persons were present, except ,thus constituting a quorum.
Whereupon, among other business, the following was transacted at said Meeting: a written
Ordinance entitled
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
RICHLAND HILLS, TEAS, GENERAL OBLIGATION REFUNDING
BOND, SERIES 2017; LEVYING AN ANNUAL AD VALOREM TAB FOR
Pr1Y1~IENT OF SAID BOND; AUTHORIZING E~ZECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND DEPOSIT AGREEMENT;
PROVIDING AN EFFECTNE DATE; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
was duly introduced for the consideration of said City Council. 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: ~ NOES: U ABSTENTIONS:
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 CitST
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.
SIGNED AND SEr~I,ED the 25`~ da5= of September, 2017.
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Cathy Bourg, ity Secretary
City of Richland Hills, Texas
ORDINANCE NO. 133 ~ - - ~]
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF RICHLAND HII,LS,
TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2017; LEVYING AN ANNUAL AD
VALOREM TAX FOR PAYMENT OF SAID BOND; AUTHORIZING EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND DEPOSIT AGREEMENT; PROVIDING AN EFFECTIVE
DATE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF RICHLAND HILLS §
WHEREAS, there are presently the outstanding obligations of the City of Richland Hills, Texas
(the "Issuer")described in Schedule I attached hereto, collectively, the "Refunded Obligations";
WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer to
issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or
resources, directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit,
if made before such payment dates, shall constitute the making of firm banking and financial arrangements
for the discharge and final payment of the Refunded Obligations;
WHEREAS, Chapter l 207, Texas Government Code, authorizes the Issuer to issue refunding bonds
and to deposit the proceeds from the sale thereof together with any other available funds or resources
directly with a paying agent for the Refunded Obligations or a trust company or commercial bank that does
not act as a depository for the Issuer and such deposit, if made before the payment dates of the Refunded
Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and
final payment of the Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an
escrow or similar agreement with any such paying agent or trust company or commercial bank with respect
to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such
terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best
interests of the Issuer to refund the Refunded Obligations in order to achieve a debt service savings and to
restructure the Issuer's outstanding debt service, and that such refunding will result in an actual debt service
savings of $114,777.15 and a net present value debt service savings of $101,921.22 to the Issuer;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity
within 20 years of the date of the bond hereinafter authorized;
WHEREAS, the bond hereafter authorized is being issued and delivered pursuant to said
Chapter 1207, Texas Government Code; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject matter
of the public business to be considered and acted upon at said meeting, including this Ordinance, was given,
all as required by the applicable provisions of Texas Government Code, Chapter 551; Now, Therefore BE
IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF RICHLAND HILLS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BOND. The recitals set forth in the
preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this
Section. The bond of the City of Richland Hills, Texas (the "Issuer") is hereby authorized to be issued and
delivered in the aggregate principal amount of $1,525,000 for the purpose of refunding the Refunded
Obligations, and to pay the costs incurred in connection with the issuance of the Bond.
Section 2. DESIGNATION, DATE, DENOMINATION, NUMBER, AND MATURITY AND
INTEREST RATE OF BOND. Each bond issued pursuant to this Ordinance shall be designated: "CITY
OF RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2017," and
there shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons,
dated September 15, 2017, in the principal amount stated above and in the denomination of $1,525,000,
numbered R-1, with any bond issued in replacement thereof being in the denominations and principal
amounts hereinafter stated and numbered consecutively from R-2 upward, payable in installments to the
registered owner thereof, or to the registered assignee of said bond (in each case, the "Registered Owner").
Principal of said Bond shall mature and be payable in installments on the dates and in the amounts stated
in the FORM OF BOND set forth in Exhibit A to this Ordinance. The Bond shall bear interest on the unpaid
balance of the principal amount thereof from the date of delivery to the scheduled due date of the principal
installments of the Bond or prepayment prior to maturity at the rate of 1.84% per annum. Said interest shall
be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in Exhibit A
to this Ordinance.
The term "Bond" as used in this Ordinance shall mean and include collectively the bond initially
issued and delivered pursuant to this Ordinance and any substitute bond exchanged therefor, as well as any
other substitute or replacement bond issued pursuant hereto, and the term "Bond" shall mean any such bond.
Section 3. CHARACTERISTICS OF THE BOND.
(a) Appointment of Paying Agent/Re~istrar. The Issuer hereby appoints First National Bank
Texas, Killeen, Texas, to serve as paying agent and registrar for the Bond (the "Paying Agent/Registrar").
The Mayor or City Manager is authorized and directed to execute and deliver in the name on behalf of the
Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar.
(b) Registration, Transfer and Exchange. The Issuer shall keep or cause to be kept at the corporate
trust office of the Paying Agent/Registrar books or records for the registration of the transfer and exchange
of the Bond (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and
the Paying Agent/Registrar shall make such registrations, transfers and exchanges as herein provided within
three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in
the Registration Books the address of the Registered Owner of each Bond to which payments with respect
to the Bond shall be mailed, as herein provided; but it shall be the duty of the Registered Owner to notify
the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The Issuer 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. The Issuer shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such registration, transfer exchange and delivery of a
substitute Bond. Registration of assignments, transfers and exchanges of a Bond shall be made in the
manner provided and with the effect stated in the FORM OF BOND attached as Exhibit A to this Ordinance.
Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The foregoing
notwithstanding, under the terms of the Purchase Agreement, the Purchaser has agreed not to effect a
transfer of the Bond, except through loan participations as prescribed in the Purchase Agreement.
(c) Authentication. Except as provided in subsection (h) of this section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually
sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel any paid Bond and any Bond surrendered for
exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body
of the Issuer or any other body or person so as to accomplish the foregoing exchange of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the
substitute Bond in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Govermnent Code, the duty of exchange of a Bond as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Bond, the exchanged Bond shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Bond which initially was issued and
delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond, all as
provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to the Bond, and of any exchange of a Bond, and
any replacement of a Bond, as provided in this Ordinance. However, 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 Issuer. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,
first class postage prepaid, to the address of the Registered Owner appearing on the Registration Books at
the close of business on the last business day next preceding the date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the
purpose of payment of principal and interest with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of and interest on the Bond only to or upon the order of the Registered Owner, as
shown in the Registration Books as provided in this Ordinance, or its respective attorney duly authorized
in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's
obligations with respect to payment of principal of and interest on the Bond to the extent of the sum or sums
so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a
Bond certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant
to this Ordinance.
(f) Pang A~ent/Re~istrar. The Issuer covenants with the Registered Owner of the Bond that at
all times while the Bond is outstanding the Issuer 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 Bond under this Ordinance, and that the Paying Agent/Registrar will be one entity. 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.
(g) Substitute Paying Agent/Re isg trar. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date
after such notice. In the event that the entity at any time acting as Paying Agent/EZegistrar (or its successor
by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency 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
Bond, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the
Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to the Registered Owner of the Bond, by United States mail, first-class postage prepaid,
which notice also shall give the address of the new Paying Agent/Registrar.
(h) General Characteristics of the Bond. The Bond (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Bond to be payable only to the
Registered Owner thereof, (ii) may be transferred and assigned, (iii) may be exchanged for other Bond, (iv)
shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of
and interest on the Bond shall be payable, (vii) may or shall be prepaid prior to its scheduled maturity date,
and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and
responsibilities with respect to the Bond, all as provided, and in the manner and to the effect as required or
indicated, in the FORM OF BOND set forth as Exhibit A to this Ordinance. The Bond initially issued and
delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Bond issued in exchange for any Bond issued under this Ordinance
the Paying Agent/Registrar shall execute the Paying Agent/registrar's Authentication Bond, in the FORM
OF BOND set forth in this Ordinance.
(i) Delivery of Initial Bond. On the date of initial delivery of the Bond to the Purchaser in
consideration of receipt of the purchase price of the Bond, one initial Bond representing the entire principal
amount of the Bond, payable in stated installments to the purchaser designated in Section 10 or its designee,
executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the
Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of
the State of Texas, and with the date of delivery inserted thereon by the Paying Agent/Registrar, will be
delivered to such purchaser or its designee.
Section 4. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bond initially
issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as shown in Exhibit A,
with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained
by the Issuer as a separate fund or account and the funds therein shall be deposited into and held in an
account at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate
and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on
anal principal of said Bond. All ad valorem taxes levied and collected for and on account of said Bond. shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of
said Bond is outstanding and unpaid, the governing body of said Issuer shall compute and ascertain a rate
and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the
interest on said Bond as such interest comes due, and to provide and maintain a sinking fund adequate to
pay the principal of said Bond as such principal matures (but never less than 2% of the original amount of
said Bond as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said
Issuer, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and
amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property
in said Issuer, for each year while said Bond are outstanding and unpaid, and said 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 sufficient to provide for the payment of the interest on and principal of said Bond, as such
interest comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law. If lawfully available moneys of the Issuer are actually on deposit in the Interest and
Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then
the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be
reduced to the extent and by the amount of the lawfully available funds then on deposit in the Interest and
Sinking Fund.
(b) Chapter 1208, Government Code, applies to the issuance of the Bond and the pledge of the
taxes granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas
law be amended at any time while the Bond is outstanding and unpaid, the result of such amendment being
that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements
of Chapter 9, Business & Commerce Code, in order to preserve to the Registered Owner of the Bond a
security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce
Code and enable a filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF BOND.
(a) The Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d}
of this Section, when payment of the principal of the Bond, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made
in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an
escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money
of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature
as to principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been
made by the Issuer with the Paying Agent/Registrar for the payment of its services until the Defeased Bond
shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or
entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any
determination not to redeem a Defeased Bond that is made in conjunction with the payment arrangements
specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Bond for prepayment; (2) gives notice of the reservation of that right to the Registered Owners
of the Defeased Bond immediately following the making of the payment arrangements; and (3) directs that
notice of the reservation be included in any prepayment notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Bond and interest thereon, with respect to which such money has been so deposited,
shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of a
Defeased Bond may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 6(a)(i) or (ii). All income from. such Defeasance Securities received
by the Paying Agent/Registrar which is not required for the payment of the Defeased Bond, with respect to
which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing
by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as the
Bond.
(d) Until the Defeased Bond shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bond the same as if they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required
by this Ordinance.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BOND.
(a) Replacement Bond. In the event any outstanding 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 Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bond. Application for replacement of a damaged, mutilated, lost,
stolen or destroyed Bond shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In
every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond
shall furnish to the Issuer 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 Bond, the Registered Owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may
be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event
any such Bond shall have matured, and no default has occurred that is then continuing in the payment of
the principal of or interest on the Bond, the Issuer may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided
security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bond. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the Registered Owner of such 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 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance.
(e) Authority for Issuing Replacement Bond. In accordance with Sec. 1206.022, Government
Code, this Section 7 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 Issuer or any other body or person,
and the duty of the replacement of such Bond is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bond in the form and
manner and with the effect, as provided in Section 3(a) of this Ordinance for a Bond issued in exchange for
another Bond.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BOND; BOND COUNSEL'S
OPINION; CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND
COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bond initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Bond pending its 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 Bond
said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall
manually sign the Comptroller's Registration Certificate attached to such Bond, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the
Issuer's Bond Counsel may, at the option of the Issuer, be printed on the Bond issued and delivered under
this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and
information of the Registered Owner of the Bond. In addition, if bond insurance is obtained, the Bond may
bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bond is subject to the initial
purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond
counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the
Bond to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection
with issuance, sale and delivery of the Bond is hereby approved and confirmed. The execution and delivery
of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is
hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to
execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BOND.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bond as an obligation described in section 103 of
the Internal Revenue Code of 1986, as amended (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:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bond
(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 or the projects financed
therewith are so used, such amounts, whether or not received by the Issuer, with respect to such
private business use, do not, under the terms 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 Bond, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described
in subsection (1) hereof exceeds 5 percent of the proceeds of the Bond or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used fora "private business use" that is "related" and not "disproportionate," within the meaning
of section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000,
or 5 percent of the proceeds of the Bond (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;
(4) to refrain from taking any action that would otherwise result in the Bond being treated
as a "private activity bond" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bond being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bond, directly or indirectly, to
acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of
the Bond, other than investment property acquired with -
(A) proceeds of the Bond invested for a reasonable temporary period of 3 years or
less or, in the case of an advance refunding bond, for a period of 30 days or less until such
proceeds are needed for the purpose for which the Bond is issued, and in the case of a
current refunding bond, for a period of 90 days or less,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) 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 Bond;
(7) to otherwise restrict the use of the proceeds of the Bond or amounts treated as proceeds
of the Bond, as may be necessary, so that the Bond does 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
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bond) 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 Bond has 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.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund"
is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the Registered Owner. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. The Issuer understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations (hereinafter defined) and, in the case of refunding bonds,
transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of
the Bond. 1t 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 (the "Treasury Regulations"). In the event that regulations or rulings are hereafter
promulgated that modify or expand provisions of the Code, as applicable to the Bond, 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 Bond under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated that impose additional requirements applicable to the Bond, 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 Bond under section
103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor and
the City Manager to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for
the issuance of the Bond.
(d) Disposition of Projects. The Issuer covenants that the projects funded with the proceeds of the
Refunded Obligations 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 that such sale or other disposition will not adversely affect the tax-exempt status of the Bond. For
purposes of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal
opinion that such failure to comply will not adversely affect the excludability for federal income tax
proposes from gross income of the interest.
(e) Desi nation as a Qualified Tax-Exempt Obli ation. The Issuer hereby designates the Bond as
a "qualified tax-exempt obligation" as defined in section 265(b)(3) of the Code. In furtherance of such
designation, the Issuer represents, covenants and warrants the following: (a) that during the calendar year
in which the Bond is issued, the Issuer (including any subordinate entities) has not designated nor will
designate obligations that when aggregated with the Bond, will result in more than $10,000,000 of
"qualified tax-exempt bonds" being issued; (b) that the Issuer reasonably anticipates that the amount oftax-
exempt obligations issued, during the calendar year in which the Bond is issued, by the Issuer (or any
subordinate entities) will not exceed $10,000,000; and, (c) that the Issuer will take such action or refrain
from such action as necessary, and as more particularly set forth in this Section, hereof, in order that the
Bond will not be considered a "private activity bond" within the meaning of section 141 of the Code.
(f) Written Procedures. Unless superseded by another action of the Issuer, to ensure compliance
with the covenants contained in this Ordinance regarding private business use, remedial actions, arbitrage
and rebate, the written procedures adopted by the City in ordinance authorizing the issuance of City of
Richland Hills, Texas Combination Tax and Water and Sewer System Revenue Certificates of Obligation,
Series 2013, adopted by the City Council on June 18, 2013, apply to the Certificates.
Section 10. SALE OF BOND. The Bond is hereby initially sold and shall be delivered to First
National Bank Texas (the "Purchaser"), for cash for the par value thereof, pursuant to the Purchase
Agreement dated the date of the final passage of this Ordinance. The City Manager is hereby authorized to
execute and deliver, and the City Secretary is hereby authorized to attest and imprint the seal of the City on
the Purchase Agreement. The Bond shall initially be registered in the name of the Purchaser. It is hereby
officially found, determined, and declared that the terms of this sale are the most advantageous reasonably
obtainable.
Section 11. FURTHER PROCEDURES. The Mayor, the City Manager and the City Secretary,
and each of them, shall be and they 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 Issuer such certificates, documents and other instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Ordinance, the Bond and the sale of the Bond. In case any officer whose signature shall appear on any
Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be
valid and sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 12. NO RULE 15c2-12 UNDERTAKING. The Issuer has not made an undertaking in
accordance with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") in connection with
the issuance of the Bond. The Issuer is not, therefore, obligated pursuant to the Rule to provide any on-
going disclosure relating to the Issuer or the Bond in connection with the issuance of the Bond; provided
however, that for so long as the Bond is outstanding, the Issuer agrees to provide the Purchaser with its
audited financial statements within 180 days of the close of its fiscal year.
Section l3. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of the Registered Owner, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the
holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as
shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect
the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended,
or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions
in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions
of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect
the interests of the holders.
10
(b) Except as provided in paragraph (a) above, the Registered Owner shall have the right from time
to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer;
provided, however, that without the consent of the Registered Owner, nothing herein contained shall permit
or be construed to permit amendment of the terms and conditions of this Ordinance or in the Bond so as to
(i) make any change in the maturity of the Bond; (ii) reduce the rate of interest borne by the Bond; (iii)
reduce the amount of the principal of payable on the Bond; (iv) modify the terms of payment of principal
or of interest on the Bond or impose any condition with respect to such payment; or (v) change the
requirement with respect to Registered Owner consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall
send by U.S. mail to the Registered Owner of the Bond a copy of the proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall
receive an instrument or instruments executed by the Registered Owner of the Bond, which instrument or
instruments shall refer to the proposed amendment and that shall specifically consent to and approve such
amendment, the Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance,
and the respective rights, duties, and obligations of the Issuer and the Registered Owner of the Bond shall
thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the Registered Owner of the Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the mailing of the notice provided
for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during
such period. Such consent may be revoked at any time after six months from the date of the mailing of said
notice by the Registered Owner, or by a successor in title, by filing notice with the Issuer.
(g) For the purposes of establishing ownership of the Bond, the Issuer shall rely solely upon the
registration of the ownership of such Bond on the registration books kept by the Paying Agent/Registrar.
Section 14. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on the Bond when the same
becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the
Registered Owner of the Bond, including, but not limited to, their prospect or ability to be repaid
in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice
of such default is given by the Registered Owner to the Issuer.
(b) Remedies for Default. Upon the happening of any Event of Default, then and in every case,
the Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of
11
the Registered Owner under this Ordinance, by mandamus or other suit, action or special proceeding in
equity or at law, in any court of competent jurisdiction., for any relief permitted by law, including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right of the Registered Owner hereunder or any combination of
such remedies.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Bond or now or hereafter existing at
law or in equity; provided, however, that notwithstanding any other provision of this Ordinance,
the right to accelerate the debt evidenced by the Bond shall not be available as a remedy under this
Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, the Registered
Owner agrees that the certifications required to effectuate any covenants or representations
contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary
liability or charge against the officers, employees or trustees of the Issuer or the City Council.
Section 15. APPROVAL OF DEPOSIT AGREEMENT AND TRANSFER OF FUNDS. The City
Manager of the Issuer is hereby authorized and directed to execute and deliver and the City Secretary of the
Issuer is hereby authorized and directed to attest a Deposit Agreement with Wells Fargo Bank, National
Association, in substantially the form presented at this meeting. In addition, the City Manager or other
officer of the Issuer may authorize such contributions, as may be necessary for purposes of making banking
arrangements for the discharge and redemption of the Refunded Obligations.
Section 16. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) The Issuer hereby directs that the Refunded Obligations be called for redemption on the date
set forth on Schedule I. Such Refunded Obligations shall be redeemed at the redemption price of par, plus
accrued interest. The Mayor or City Manager of the Issuer is hereby authorized to issue or cause to be
issued the Notice of Redemption of the Refunded Obligations, in the form set forth in Exhibit B attached
hereto, to the paying agent/registrar for the Refunded Obligations.
(b) In addition, the paying agent/registrar for the Refunded Obligations is hereby directed to
provide notice of redemption to the registered owners of the Refunded Obligations and is hereby directed
to make appropriate arrangements so that the Refunded Obligations may be redeemed on their respective
redemption dates. The Refunded Obligations shall be presented for redemption at the paying agent/registrar
therefor, and shall not bear interest after the date fixed for redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded Obligations
on their redemption date shall be from the proceeds of the Bond and funds contributed by the Issuer.
Section 17. APPROPRIATION. To pay the debt service coming due on the Bond prior to receipt
of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which
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are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt
service, and such amount shall be used for no other purpose.
Section 18. COMPLIANCE WITH SECTION 2252.908, GOVERNMENT CODE. The City
Manager shall confirm that, to the extent required by Section 2252.908, Texas Government Code, each
contracting party in connection with the issuance of the Bonds has made disclosure filings to the Texas
Ethics Commission in accordance with Section 2252.908, Texas Government Code. Within thirty (30)
days of receipt of the disclosure filings from. the contracting party, the City will submit a copy of the
disclosure filings with the Texas Ethics Commission.
Section 19. REDEMPTION PRICE OF CERTAIN REFUNDED OBLIGATIONS. The Banc of
America Public Capital Corp., ("BAPPCC") is the registered owner of 100% of the outstanding City of
Richland Hills, Texas Public Property Finance Contractual Obligation, Series 2007 (the "PPFCO").
BAPPCC has ageed to redemption of the PPFCO on the Redemption Date at the price of par, plus accrued
interest to the Redemption Date.
Section 20. PLACEMENT AGENT AGREEMENT. The City hereby approves retaining the
service of Frost Bank to act as placement agent for the Bonds. The City approves the terms of a Private
Placement Agreement between the City and Frost Bank in connection with the sale of the Bonds, and the
City Manager is hereby authorized to execute the Private Placement Agreement on behalf of the City;
provided, that the fee for services provided by Frost Bank shall not exceed $3,500.
Section 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional
by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of
this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 21. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code,
Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council.
(Execution Page Follows)
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PASSED, APPROVED AND EFFECTIVE this September 25, 2017.
Mayor, City of Richland Hills, Texas
ATTEST:
City Secretary, City of Richland Hills, Texas
[CITY SEAL]
APPROVED AS TO FORM AND LEGALITY:
By:
City Attorney, City of Richland Hills, Texas
SCHEDULEI
SCHEDULE OF REFUNDED OBLIGATIONS
Description
Combination Tax & Water and
Sewer Revenue Certificates of
Obligation, Series 2007
Principal Principal
Maturities Amount Amount
Outstanding Refunded
August 15, 2018~'~ $105,000 $105,000
August 15, 2019~'> 110,000 110,000
August I5, 2020« 115,000 115,000
August 1 S, 2021 ~~~ 1 ] 5,000 115,000
August 15, 2022~3~ 120,000 120,000
August 15, 2023~3~ 125,000 125,000
August 15, 2024~4~ 130,000 130,000
August I5, 2025~4~ 135,000 135,000
August 15, 2026~5~ 145,000 145,000
August 15, 2027~5~ 150,000 150,000
Total $1,250,000 $1,250,000
~i> represents a mandatory sinking fund payment for the term bond maturing in 2019.
cz~ represents a mandatory sinking fund payment for the term bond maturing in 2021.
~~~ represents a mandatory sinking fund payment for the term bond maturing in 2023.
~'~ represents a mandatory sinking fund payment for the term bond maturing in 2025.
cs~ represents a mandatory sinking fund payment for the term bond maturing in 2027.
Called for redemption on November 28, 201.7, at par, plus accrued interest.
S-1
SCHEDULE OF REFUNDED OBLIGATIONS
Description
Maturities
Principal Principal
Amount Amount
Outstanding Refunded
Public Property Financial
Contractual Obligation, Series 2007
Total
August 15, 2018
August 15, 2019
August 15, 2020
August 15, 2021
August 15, 2022
$40,000
40,000
45,000
45,000
45,000
$215,000
$40,000
40,000
45,000
45,000
45,000
$215,000
Called for redemption on November 28, 2017, at par, plus accrued interest to the payoff date, and without
premium.
S-2
EXHIBIT A
FORM OF BOND
A. The form of the Bond, including the form of Paying Agent/Registrar's Authentication
Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public
Accounts of the State of Texas to be attached to the Bond initially issued and delivered pursuant to this
Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or
insertions as are permitted or required by this Ordinance.
NO.R-_ PRINCIPAL
UNITED STATES OF AMERICA AMOUNT
STATE OF TEXAS $1,525,000
CITY OF RICHLAND HILLS, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2017
Interest Rate
Delivery Date
1.84% October 25, 2017
REGISTERED OWNER: FIRST NATIONAL BANK TEXAS
PRINCIPAL AMOUNT: ONE MILLION FIVE HUNDRED TWENTY-FIVE THOUSAND
DOLLARS
The City of Richland Hills, Texas (the "Issuer"), being a political subdivision of the State of Texas
located in Tarrant County, Texas, for value received, promises to pay, from the sources described herein,
to the registered owner specified above, or registered assign (hereinafter called the "Registered Owner"),
the principal amount specified above, and to pay interest thereon, from the Delivery Date set forth above,
on the balance of said principal amount from time to time remaining unpaid, at the rates per annum set forth
in the table below, calculated on the basis of a 360-day year of twelve 30-day months. The unpaid principal
of this Bond shall mature and shall be paid in installments on the dates and in the amounts set forth in the
table below:
Payment Date
August 15, 2018
August 15, 20 ] 9
August 15, 2020
August 15, 2021
August 15, 2022
August 15, 2023
August 15, 2024
August 15, 2025
August 15, 2026
August 15, 2027*
TOTAL
Pri nci nal Installment
$170,000
165,000
175,000
170,000
170,000
130,000
130,000
135,000
140,000
140,000
$1,525,000
*Final Maturity.
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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 Issuer shall pay interest on this
Bond on February 15, 2018, and on each August 15 and February 15 thereafter to the date of maturity or
prepayment prior to maturity. The last principal installment of this Bond shall be paid to the Registered
Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its
prepayment prior to maturity, at the principal office of First National Bank Texas, Killeen, Texas which is
the "Paying Agent/Registrar" for this Bond. The payment of all other principal installments of and interest
on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each principal
and interest payment date by check or draft, dated as of such principal and interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Bond Ordinance
to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check
or draft shall be sent by the Paying AgentlRegistrar by United States mail, first-class postage prepaid, on
each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last
business day of the month next preceding each such date (the "Record Date") on the Registration Books
kept by the Paying AgentlRegistrar, ashereinafter described. In addition, principal and interest may be
paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Registered Owner.
ANY ACCRUED INTEREST due in connection with the final installment of principal of this Bond
or upon prepayment of this Bond in whole or in part at the option of the Issuer prior to maturity as provided
herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at
the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered
Owner of this Bond that on or before each principal payment date and interest payment date for this Bond
it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the
Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Bond, when due.
1F 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 principal corporate trust
office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day that 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.
THIS BOND is dated September 15, 2017, authorized in accordance with the Constitution and laws
of the State of Texas in the principal amount of $1,525,000 for the public purpose of refunding certain
outstanding obligations of the Issuer, and to pay the costs incurred in connection with the issuance of the
Bond.
ON ANY DATE, the outstanding principal installments of this Bond may be prepaid prior to their
scheduled payment dates, at the option of the Issuer, with funds derived from any available and lawful
source, as a whole or in part, at a prepayment price equal to the principal amount to be prepaid, plus accrued
interest to the date fixed for prepayment.
AT LEAST 20 days prior to the date fixed for any optional prepayment of the Bond or portions
thereof prior to maturity a written notice of such prepayment shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, to the Registered Owner of the Bond at its address as it
appeared on the Registration Books on the day such notice of prepayment is mailed; provided, however,
that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or
mailing thereof, shall not affect the validity or effectiveness of the proceedings for the prepayment of this
Bond. By the date fixed for any such prepayment, due provision shall be made with the Paying
Agent/Registrar for the payment of the required prepayment price for the Bond or portions thereof which
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are to be so prepaid. If such written notice of prepayment is sent and if due provision for such payment is
made, all as provided above, the Bond or portions thereof which are to be so prepaid thereby automatically
shall be treated as prepaid prior to its scheduled maturity, and shall not bear interest after the date fixed for
prepayment, and shall not be regarded as being outstanding except for the right of the Registered Owner to
receive the prepayment price from the Paying Agent/Registrar out of the funds provided for such payment.
The foregoing notwithstanding, no notice of the payment of a scheduled installment of principal due and
payable on this Bonds is required to be given.
IF AT THE TIME OF MAILING of notice of optional prepayment there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Bonds called for prepayment, such notice may state that it is conditional, and is
subject to the deposit of the prepayment moneys with the Paying Agent/Registrar or legally authorized
escrow agent at or prior to the prepayment date, and such notice shall be of no effect unless such moneys
are so deposited on or prior to the prepayment date. If such prepayment is not effectuated, the Paying
Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of
prepayment was given that such moneys were not so received and shall rescind the prepayment.
THE PAYING AGENT/REGISTRAR SHALL NOTE IN THE PAYMENT RECORD appearing
on this Bond and shall then have said entry signed by an authorized official of the Paying Agent/Registrar,
and the Paying Agent/Registrar shall also record in the Bond Registration Books, all payments of principal
installments on such Bond when made on their respective due dates.
THIS BOND IS ISSUABLE IN THE FORM of one fully-registered Bond without coupons in the
denomination of $1,525,000. This Bond may be transferred or exchanged as provided in the Bond
Ordinance, only upon the registration books kept for that purpose at the above-mentioned office of the
Paying Agent/Registrar upon surrender of this Bond together with a written instrument of transfer or
authorization for exchange satisfactory to the Paying Agent/Registrar and duly executed by the Registered
Owner or his duly authorized attorney, and thereupon a new Bond of the same maturity and in the same
aggregate principal amount shall be issued by the Paying Agent/Registrar to the transferee in exchange
therefor as provided in the Bond Ordinance, and upon payment of the charges therein prescribed. The
Issuer and the Paying Agent/Registrar may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or
prepayment price hereof and interest due hereon and for all other purposes. The Paying Agent/Registrar
shall not be required to make any such transfer or exchange (i) during the period commencing with the
close of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date, or (ii) within 30 days prior to a prepayment date.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed
to the Registered Owner of the Bond.
THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Bond Ordinance until the Certificate of Authentication shall have been executed by the
Paying Agent/Registrar or the Comptroller's Registration Certificate hereon. shall have been executed by
the Texas Comptroller of Public Accounts.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to
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provide for the payment of the interest on and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and
have been pledged for such payment, within the limit prescribed by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein,
and under some (but not all) circumstances amendments thereto must be approved by the Registered Owner
of the Bond.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges
all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond 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 Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor Pro-Tem) and
countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused
the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature) (signature) _~'~/,~~~,~~`
City Secretary Mayor ~=-~~
(SEAL)
B. Form of Payment Record
Principal Prepayment
(amount and
Date of installment(s) to which
Payment payment is applied)
PAYMENT RECORD
Remaining Name and Title of
Principal Authorized Officer
Balance making Entry
Signature of Authorized
Officer
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C. Form of Paying Agent/Registrar's Authentication Certificate
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in replacement of, or in exchange for,
a Bond that 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:
D. Form of Assignment
FIRST NATIONAL BANK TEXAS
Paying Agent/Registrar
By:
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers
Transferee's Social Security or Taxpayer Identification
Number:
Transferee's name and address, including zip code:
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of
the within Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
NOTICE: The signature above must correspond
with the name of the registered owner as it appears
upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
A-5
E. Form of Registration Certificate of the Comptroller of Public Accounts
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
A-6
EXHIBIT B
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Richland Hills, Texas, has called for redemption
the outstanding Certificates of the City described as follows:
City of Richland Hills, Texas, Combination Tax and Water and Sewer Revenue Certificates of
Obligation, Series 2007, dated January 15, 2007, aggregating $ 1,250,000 (and being all of the outstanding
bonds of said series) maturing on the dates and in the amounts as follows:
Maturity Date Principal
Amount
Outstanding Principal
Amount
Refunded
August 15, 2018 $105,000 $105,000
August 15, 2019 ].10,000 110,000
August 15, 2020 115,000 115,000
August 15, 2021 1.15,000 115,000
August 15, 2022 120,000 120,000
August 15, 2023 125,000 125,000
August 15, 2024 130,000 130,000
August 15, 2025 135,000 135,000
August 15, 2026 145,000 145,000
August 15, 2027 150,000 150,000
Call date: November 28, 2017; redeemable at a redemption price of par plus accrued interest at the
principal corporate offices of Wells Fargo Bank, N.A., only upon presentation by the owner thereof.
If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying
agent, the described Certificates shall become due and payable on the redemption date specified, and the
interest thereon shall cease to accrue from and after the redemption date.
In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain
payments due on debt securities may be obligated to deduct and withhold 30 percent of such payment from
the remittance to any payee who has failed to provide such payor with a valid taxpayer identification
number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer
identification number when surrendering the Certificates for redemption.
NOTICE IS FURTHER GIVEN that al] Certificates of Obligation should be submitted to one of the
following address:
First Class/Registered/
Certified Mail Express Delivery/Air Courier
Wells Fargo Bank, N.A.
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Wells Fargo Bank, N.A.
600 Fourth Street South, 7~' Floor
Minneapolis, MN 55479
MAC N9300-070
Dated: , 20
B-1
By: Wells Fargo Bank, N.A.
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Richland Hills, Texas, has called for redemption
the outstanding Contractual Obligation of the City described as follows:
City of Richland Hills, Texas, Public Property Financial Contractual Obligation, Series 2007,
dated February 1, 2007, aggregating $ 215,000 (and being all of the outstanding contractual obligations of
said series) maturing on the dates and in the amounts as follows:
Principal Principal
Amount Amount
Maturity Date Outstanding Refunded
August 15, 2018 $40,000 40,000
August 15, 2019 40,000 40,000
August 15, 2020 45,000 45,000
August I5, 2021 45,000 45,000
August 15, 2022 45,000 45,000
Call date: November 28, 2017; redeemable at a redemption price of par plus accrued interest at the
principal corporate offices of Wells Fargo Bank, N.A., only upon presentation by the owner thereof.
If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying
agent, the described Contractual Obligations shall become due and payable on the redemption date
specified, and the interest thereon shall cease to accrue from and after the redemption date.
In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain
payments due on debt securities maybe obligated to deduct and withhold 30 percent of such payment from
the remittance to any payee who has failed to provide such payor with a valid taxpayer identification
number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer
identification number when surrendering the Contractual Obligations for redemption.
NOTICE IS FURTHER GIVEN that all Contractual Obligations should be submitted to one of the
following address:
First Class/Registered/
Certified Mail Express Delivery/Air Courier
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations 600 Fourth Street South, 7~' Floor
P.O. Box 1517 Minneapolis, MN 55479
Minneapolis, MN 55480-1517 MAC N9300-070
Dated: , 20
By: Wells Fargo Bank, N.A
B-2
PASSED, APPROVED AND EFFECTIVE this September 25, 2017.
/ ~~
Mayor, City of Ric ~ d Hills, Texas
ATTEST:
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City Secretary, C' of Richland H' ,Texas
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APPROVED AS TO FORM AND LEGALITY:
By:
Cit Attorn 'ty of Richland Hills, Texas
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of October 25, 2017 (this "Agreement"), by and between the
City of Richland Hills, Texas (the "Issuer"), and First National Bank Texas, Killeen, Texas, a banking
association duly organized and existing under the laws of the State of Texas and authorized to do business
in the State of Texas (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its General
Obligation Refunding Bond, Series 2017 (the "Security") in the aggregate principal amount of
$1,525,000, such Security to be issued in fully registered form only as to the payment of principal and
interest thereon; and
WHEREAS, the Security is scheduled to be delivered to the initial purchaser thereof on or about
October 25, 2017; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection
with the payment of the principal of, premium, if any, and interest on said Security and with respect to the
registration and transfer thereof by the registered owner 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 Security;
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 Security. As
Paying Agent for the Security, the Bank shall be responsible for paying on behalf of the Issuer the
principal, premium (if any), and interest on the Security as the same become due and payable to the
registered owner thereof, all in accordance with this Agreement and the "Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Security. As Registrar for
the Security, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the
ownership of said Security and with respect to the transfer thereof as provided herein and in the "Order."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar
for the Security.
Section 1.02. Compensation.
In consideration of the sale of the Security to the Bank by the Issuer, aone-time fee in the amount
of $500 will be owing to the Bank for its services hereunder. The Issuer agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in
accordance with any of the provisions hereof (including the reasonable compensation and the expenses
and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
"Bank Office" means the corporate trust office of the Bank as indicated in Section 6.03 hereof.
The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Financial Advisor" means FirstSouthwest, adivision of Hilltop Securities Inc.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in
the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of the
Issuer by the Mayor, City Manager, Director of Finance or other authorized representative of the Issuer,
or any one or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Order" means the order, ordinance or resolution of the governing body of the Issuer pursuant to
which the Security is issued, certified by the City Secretary or any other officer of the Issuer and
delivered to the Bank.
"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 Security" of any particular Security means every previous Security evidencing 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 Order).
"Record Date" means the fifteenth day of the month preceding an interest payment date.
"Redemption Date" means, when used with respect to any Security that is subject to redemption
and is to be redeemed, the date fixed for such redemption pursuant to the terms of the Order.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice-
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the
Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for
the registration and transfer of the Security.
"Stated Maturity" means the date specified in the Order when the principal or principal
installment of a Security is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "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 Ageement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paving Agent.
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 principal of each Security at its
Stated Maturity or Redemption. Date, to the Holder upon surrender of the Security to the Bank at the Bank
Office.
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 the Security when
due, by computing the amount of interest to be paid each Holder and preparing and sending checks by
United States Mail, first class postage prepaid, on each payment date, to the Holders of the Security (or
their Predecessor Security) on the respective Record Date, to the address appearing on the Security
Register or 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 Security on the
dates specified in the Order.
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
3
and records (herein sometimes referred to as the "Security Register") and, if the Bank Office is located
outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for
recording the names and addresses of the Holders of the Security, the transfer, exchange and replacement
of the Security and the payment of the principal of and interest on the Security 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. All transfers, exchanges and
replacement of the Security shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by
a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or
state bank or a member of the Financial Industry Regulatory Authority, Inc., in form satisfactory to the
Bank, 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 Security.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an
exchange or transfer of Security, the exchange or transfer by the Holders thereof will be completed and
new Security delivered to the Holder or the assignee of the Holder in not more than three (3) business
days after the receipt of the Security to be canceled 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.
The foregoing notwithstanding, in the Order, the Issuer provided that the purchaser of the
Security agreed not to effect a transfer of the Bond, except through loan participations. The Bank hereby
agrees that there shall be no transfers or exchanges of the Security without the prior written consent of the
Issuer.
Section 4.02. Securities.
At any time when the Security is not subject to abook-entry-only system of registration and
transfer, the Issuer shall provide an adequate inventory of the printed Security to facilitate transfers or
exchanges thereof. The Bank covenants that the inventory of the printed Security will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such
Security in safekeeping, which shall be not less than the care maintained by the Bank for debt securities
of other political subdivisions 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 Security 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 that 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.
4
Section 4.04. List of Security Holder.
The Bank will provide the Issuer at any time requested by the Issuer, 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 Canceled Securities.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, a security in
lieu of which or in exchange for which another security has been issued, or which has been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver
and issue a Security in exchange for or in lieu of mutilated, destroyed, lost, or stolen Security as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion,
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 destroyed lost or stolen Security, only after (i) the filing
by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft
of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and
charges associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish
the Issuer information as to any portion of the Security it has paid pursuant to Section 3.01, Security it has
delivered upon the transfer or exchange of any Security pursuant to Section 4.01, and Security it has
delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Security pursuant to Section
4.06.
Section 4.08 ReportinS Requirements.
To the extent required by the Internal Revenue Code of 1986, as amended, and any regulations or
rulings promulgated by the U.S. Department of the Treasury pursuant thereto, the Bank shall report or
assure that a report is made to the Holder and the Internal Revenue Service the amount of interest paid or
the amount treated as interest accrued on the Security which is required to be reported by a Holder on its
returns of federal income tax.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in
the performance thereof.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of the
opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or
otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity satisfactory to it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, note, security, or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the generality of the foregoing statement, the
Bank need not examine the ownership of any Security, but is protected in acting upon receipt of a
Security containing an endorsement or instruction of transfer or power of transfer executed in accordance
with Section 4.01 hereof 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 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.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Security shall be taken as the
statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any
other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Security.
The Bank, in its individual or any other capacity, may become the owner or pledgee of the
Security 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.
The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a
fiduciary capacity for the payment of the Security, with such moneys in the account that exceed the
deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully
collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure
and be pledged as collateral for trust accounts until the principal and interest on such securities have been
presented for payment and paid to the owner thereof. Payments made from such trust account shall be
made by check drawn on such trust account unless the owner of such Security shall, at its own expense
and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank
for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed
for three years after the final maturity of the Security has become due and payable will be paid by the
Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the
Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease.
If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with
Title Six of the Texas Property Code, as amended.
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 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 located in the State and County where the Issuer is located
of competent jurisdiction to determine the rights of any Person claiming any interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
hereto.
other.
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the parties
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
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 set forth below:
Issuer
City of Richland Hills, Texas
3200 Diana Drive
Richland Hills, Texas 76118
Attn: City Manager
Pavine Agent/Reeistrar
First National Bank Texas
P.O. Box 909
Killeen, Texas 76540
Attn: Sara Reid
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience 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.
Any corporation or association into which the Bank may be converted or merged, or with which. it
may be consolidated, or to which it may sell, lease, or transfer its corporate trust business and assets as a
whole or substantially as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation, or transfer to which it is a party, ipso facto, shall be and become successor
Paying Agent/Registrar hereunder and vested with all of the powers, rights, obligations, duties, remedies,
discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or
8
filing of any instruments or any further act, deed, or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
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. 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 6.08. Closing Memorandum.
The Bank is authorized to transfer funds relating to the closing and initial delivery of the Bond in
the manner disclosed in the closing memorandum applicable to the Bond, as prepared by the Issuer, its
Financial Advisor, or any other agent of the Issuer. The Bank may act on a facsimile or e-mail
transmission of the applicable closing memorandum acknowledged by the Issuer or its Financial Advisor
as the final closing memorandum for the Bond. 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 the instructions
set forth in such final closing memorandum.
Section 6.09. No Boycott of Israel. Pursuant to Section 2270.002, Texas Government Code, the
Bank hereby represents that it does not boycott Israel and, subject to or as otherwise required by
applicable Federal law, including, without limitation, 50 U.S.C. Section. 4607, the Purchaser agrees not to
boycott Israel during the term of this Agreement. The term "Boycott Israel" shall have the meaning given
such term in Section 2270.002, Texas Government Code.
Section 6.10. Entire Agreement.
This Agreement and the Order 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
Order, the Order shall govern.
Section 6.11. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original. and all of which shall constitute one and the same Agreement.
Section 6.12. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest on
the Security 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 Security of the appointment of a
successor Paying Agent/Registrar. Furthermore, the Bank and 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 Security.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver
the Security Register (or a copy thereof), together with other pertinent books and records relating to the
Security, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.13. Governing Law.
Texas.
This Agreement shall be construed in accordance with and governed by the laws of the State of
[Signature page follows]
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
CITY OF RICHLAND HILLS, TEXAS
-- ;
By: ~ ~~~
Mayor
FIRST NATIONAL BANK TEXAS
By:
Title:
September 25, 2017
Honorable Mayor and City Council
City of Richland Hills
3200 Diana Drive
Richland Hills, Texas 76118
Re: $1,525,000 City of Richland Hills, Texas, General Obligation
Refunding Bond, Series 2017
Ladies and Gentlemen:
First National Bank Texas, and its successors or assigns as restricted herein
(collectively, the "Purchaser"), hereby offers to purchase from the City of Richland
Hills, Texas (the "City") the captioned Bond (the "Bond"), and, upon acceptance of this
offer by the City, such offer will become a binding agreement between the Purchaser
and the City. This offer must be accepted by 11:59 p.m., Central time, September 25,
2017, and if not so accepted will be subject to withdrawal. Capitalized terms not
otherwise defined herein shall have the meanings assigned such terms in the Ordinance
(defined below).
1. Purchase Price: The purchase price for the Bond will be at par.
2. Terms of Bond: The Bond shall be sold for cash, will be approved by the
Attorney General of the State of Texas, and will be delivered in the form of one
fully-re istered Bond representing the full maturity amount of the Bond of
$1,525,000, payable in annual installments on August 15 in each of the years
2018 through 2026 and maturing on August 15, 2027, in the amounts set forth in
the Ordinance. The Bond shall bear interest from the date of initial delivery of
the Bond to the Purchaser at the interest rate of 1.84% per annum, with interest on
the Bond payable on February 15, 2018, and on each August 15 and February 15
thereafter until maturity or prior prepayment.
In addition to the scheduled prepayments of the Bond, the unpaid principal of the
Bond may be prepaid anytime, in whole or in part at a prepayment price equal to
the principal to be prepaid plus accrued interest at the option of the City, to the
date of prepayment. The Bond shall have such other terms and conditions as are
set forth in the Ordinance Authorizing the Issuance of the Bond adopted by the
City Council of the City on September 25, 2017 (the "Ordinance"). The Purchaser
acknowledges receipt poor to the date hereof of a draft of the Ordinance. The
Bond shall be secured by and payable from the proceeds of ad valorem taxes
assessed and collected by the City, within the limits prescribed. by law.
Closing: At the Closing (defined below) the City shall deliver and the Purchaser
shall purchase the Bond. Upon payment of the purchase price therefor, the City
shall deliver the Bond to the Purchaser. Payment of the purchase price and
delivery of the Bond shall occur at 10:00 a.m. Central time, on October 25, 2017,
or at such other time as shall be mutually agreed upon by the City and the
Purchaser (hereinafter referred to as the "Closing"). The Closing shall take place
at the offices of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, or such other
location as may be mutually agreed upon by the City and the Purchaser.
4. Pa iy ng_A ent/Re ig strar: The Bond will be fully registered as to principal and
interest, and First National Bank Texas (the "Bank") shall serve as the initial
paying agent and registrar for the Bond for aone-time fee in the amount of $500,
provided that the City will reimburse the Bank for any reasonable expenditures
incurred by the Bank in the capacity of paying agent and registrar.
Conditions to Closing: The Purchaser shall not have any obligation to consummate
the purchase of the Bond, unless the following requirements have been satisfied
prior to Closing:
(a) The City shall have adopted the Ordinance.
(b) The Purchaser shall have received a certified copy of the Ordinance.
(c) The Purchaser shall have received a certificate executed by an authorized
officer of the City that no litigation of any nature has been filed or, to the
best of his or her knowledge, threatened, pertaining to, affecting or
contesting: (a) the issuance, delivery, payment, security or validity of the
Bond; (b) the ability of the City or the authority of the officers of the City
to issue, execute and deliver the Bond; (c) the validity of the corporate
existence or the Charter of the City; or (d) the boundaries of the City.
(d) The Bond shall have been approved by the Attorney General of the State of
Texas and shall have been registered by the Comptroller of Public
Accounts of the State of Texas.
(e) McCall, Parkhurst & Horton L.L.P., Bond Counsel, shall have issued its
approving legal opinion as to the due authorization, issuance and delivery
of the Bond and as to the exemption of the interest thereon from federal
income taxation.
(f) The City shall have executed a Federal Tax Certificate and IRS Form 8038-
Gwith respect to the Bond.
(g) Nothing shall have occurred prior to the Closing which in the reasonable
judgment of the Purchaser has had or could reasonably be expected to have
a materially adverse effect on the City's business, property or financial
condition.
The City shall not have any obligation to consummate the sale of the Bond unless
the Purchaser shall provide to the City, its Financial Advisor and Bond Counsel
within five (5) Business Days of the Closing an executed Issue Price Certificate in
the form provided by Bond Counsel.
6. Nature of Purchase: The Purchaser acknowledges that no official statement or other
disclosure or offering document has been prepared in connection with the issuance
and sale of the Bond. The Purchaser is a Qualified Institutional Buyer (as defined in
Rule 144A under the Securities Act of 1933, as amended), accustomed to
purchasing tax-exempt obligations such as the Bond. McCall, Parkhurst & Horton
L.L.P., Bond Counsel, has not undertaken steps to ascertain the accuracy or
completeness of information furnished to the Purchaser with respect to the City or
the Bond, and the Purchaser has not looked to Bond Counsel for, nor has Bond
Counsel made, any representations to the Purchaser with respect to that
information. The Purchaser has satisfied itself that it may lawfully purchase the
Bond. The Bond (i) is not being registered under the Securities Act of 1933 and is
not being registered or otherwise qualified for sale under the "Blue Sky" laws and
regulations of any state; (ii) will not be listed on any stock or other securities
exchange; and (iii) will not carry any rating from any rating service. The Purchaser
is familiar with the financial condition and affairs of the City, particularly with
respect to its ability to pay tax supported obligations such as the Bond. The
Purchaser has had the opportunity to obtain information from the City regarding the
financial condition of the City, and has received from the City all information that
it has requested in order for it to assess and evaluate the security and source of
payment for the Bond. The Purchaser is purchasing the Bond for its own account or
for that of an affiliate as evidence of a loan to the City, and has no intention to
make a public distribution or sale of the Bond. In no event will the Purchaser sell
the Bond, other than through loan participations to a purchaser which is a Qualified
Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as
amended).
7. Financial Information: In consideration of the purchase of the Bond by the
Purchaser, on or before the Closing, the City shall deliver its comprehensive annual
financial report (``CAFR") for the fiscal year ended September 30, 2016, by email
to sara.reid,~a, l stnb.com and joe.burnett r~r, l stnb.com; provided, however, if the
CAFR is not available on or before Closing, the City shall provide unaudited
financial information pending the delivery of the CAFR.
8. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be
bound by the terms of the following notice: THIS PURCHASE AGREEMENT,
THE ORDINANCE, THE ATTORNEY GENERAL OPINION, THE OPINION
OF BOND COUNSEL AND THE BOND TOGETHER REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS
TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES RELATING TO THIS TRANSACTION.
9. Compliance with Section 2252.908, Texas Government Code: The Purchaser
hereby confirms to the City that it has made a disclosure filing to the Texas Ethics
Commission in accordance with Section 2252.908, Texas Government Code.
Within thirty (30) days of receipt of the disclosure filings from the Purchaser, the
appropriate representative of the City will submit a copy of the disclosure filing to
the Texas Ethics Commission.
10. Counterparts: This Purchase Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original and all of which shall
constitute on and the same instrument.
If this Purchase Agreement meets with the City's approval, please execute it in the
place provided below.
FIRST NATIONAL BANK TEXAS, Killeen., Texas
By:
Name:
Title:
ACCEPTED BY THE CITY OF RICHLAND HILLS,
TEXAS:
City Manager
ATTEST:
By:
City Secretary
(CITY SEAL)
September 25, 2017
Honorable Mayor and City Council
City of Richland Hills
3200 Diana Drive
Richland Hills, Texas 76118
Re: $1,525,000 City of Richland Hills, Texas, General Obligation
Refunding Bond, Series 2017
Ladies and Gentlemen:
First National Bank Texas, and its successors or assigns as restricted herein
(collectively, the "Purchaser"), hereby offers to purchase from the City of Richland
Hills, Texas (the "City") the captioned Bond (the "Bond"), and, upon acceptance of this
offer by the City, such offer will become a binding agreement between the Purchaser
and the City. This offer must be accepted by 11:59 p.m., Central time, September 25,
2017, and if not so accepted will be subject to withdrawal. Capitalized terms not
otherwise defined herein shall have the meanings assigned such terms in the Ordinance
(defined below).
Purchase Price: The purchase price for the Bond will be at par.
Terms of Bond: The Bond shall be sold for cash, will be approved by the
Attorney General of the State of Texas, and will be delivered in the form of one
fully registered Bond representing the full maturity amount of the Bond of
$1,525,000, payable in annual installments on August 15 in each of the years
2018 through 2026 and maturing on August 15, 2027, in the amounts set forth in
the Ordinance. The Bond shall bear interest from the date of initial delivery of
the Bond to the Purchaser at the interest rate of 1.84% per annum, with interest on
the Bond payable on February 15, 2018, and on each August l 5 and February 15
thereafter until maturity or prior prepayment.
In addition to the scheduled prepayments of the Bond, the unpaid principal of the
Bond may be prepaid anytime, m whole or in part at a prepayment price equal to
the principal to be prepaid plus accrued interest at the option of the City, to the
date of prepayment. The Bond shall have such other terms and conditions as are
set forth in the Ordinance Authorizing the Issuance of the Bond adopted by the
City Council of the City on September 25, 2017 (the "Ordinance"). The Purchaser
acknowledges receipt prior to the date hereof of a draft of the Ordinance. The
Bond shall be secured by and payable from the proceeds of ad valorem taxes
assessed and collected by the City, within the limits prescribed by law.
Closin : At the Closing (defined below) the City shall deliver and the Purchaser
shall purchase the Bond. Upon payment of the purchase price therefor, the City
shall deliver the Bond to the Purchaser. Payment of the purchase price and
delivery of the Bond shall occur at 10:00 a.m. Central time, on October 25, 2017,
or at such other time as shall be mutually agreed upon by the City and the
Purchaser (hereinafter referred to as the "Closing"). The Closing shall take place
at the offices of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, or such other
location as may be mutually agreed upon by the City and the Purchaser.
4. Paying A~ent/Registrar: The Bond will be fully registered as to principal and
interest, and First National Bank Texas (the "Bank") shall serve as the initial
paying agent and registrar for the Bond for aone-time fee in the amount of $500,
provided that the City will reimburse the Bank for any reasonable expenditures
incurred by the Bank in the capacity of paying agent and registrar.
Conditions to Closing: The Purchaser shall not have any obligation to consummate
the purchase of the Bond, unless the following requirements have been satisfied
prior to Closing:
(a} The City shall have adopted the Ordinance.
(b) The Purchaser shall have received a certified copy of the Ordinance.
(c) The Purchaser shall have received a certificate executed by an authorized
officer of the City that no litigation of any nature has been filed or, to the
best of his or her knowledge, threatened, pertaining to, affecting or
contesting: (a) the issuance, delivery, payment, security or validity of the
Bond; (b) the ability of the City or the authority of the officers of the City
to issue, execute and deliver the Bond; (c) the validity of the corporate
existence or the Charter of the City; or (d) the boundaries of the City.
(d) The Bond shall have been approved by the Attorney General of the State of
Texas and shall have been registered by the Comptroller of Public
Accounts of the State of Texas.
(e) McCall, Parkhurst & Horton L.L.P., Bond Counsel, shall have issued its
approving legal opinion as to the due authorization, issuance and delivery
of the Bond and as to the exemption of the interest thereon from federal
income taxation.
(f) The City shall have executed a Federal Tax Certificate and IRS Form 8038-
Gwith respect to the Bond.
(g) Nothing shall have occurred prior to the Closing which in the reasonable
judgment of the Purchaser has had or could reasonably be expected to have
a materially adverse effect on the City's business, property or financial
condition.
The City shall not have any obligation to consummate the sale of the Bond unless
the Purchaser shall provide to the City, its Financial Advisor and Bond Counsel
within five (5) Business Days of the Closing an executed Issue Price Certificate in
the form provided by Bond Counsel.
6. Nature of Purchase: The Purchaser acknowledges that no official statement or other
disclosure or offering document has been prepared in connection with the issuance
and sale of the Bond. The Purchaser is a Qualified Institutional Buyer (as defined in
Rule 144A under the Securities Act of 1933, as amended), accustomed to
purchasing tax-exempt obligations such as the Bond. McCall, Parkhurst & Horton
L.L.P., Bond Counsel, has not undertaken steps to ascertain the accuracy or
completeness of information furnished to the Purchaser with respect to the City or
the Bond, and the Purchaser has not looked to Bond Counsel for, nor has Bond
Counsel made, any representations to the Purchaser with respect to that
information. The Purchaser has satisfied itself that it may lawfully purchase the
Bond. The Bond (i) is not being registered under the Securities Act of 1933 and is
not being registered or otherwise qualified for sale under the "Blue Sky" laws and
regulations of any state; (ii) will not be listed on any stock or other securities
exchange; and (iii) will not carry any rating from any rating service. The Purchaser
is familiar with the financial condition and affairs of the City, particularly with
respect to its ability to pay tax supported obligations such as the Bond. The
Purchaser has had the opportunity to obtain information from the City regarding the
financial condition of the City, and has received from the City all information that
it has requested in order for it to assess and evaluate the security and source of
payment for the Bond. The Purchaser is purchasing the Bond for its own account or
for that of an affiliate as evidence of a loan to the City, and has no intention to
make a public distribution or sale of the Bond. In no event will the Purchaser sell
the Bond, other than through loan participations to a purchaser which is a Qualified
Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as
amended).
7. Financial Information: In consideration of the purchase of the Bond by the
Purchaser, on or before the Closing, the City shall deliver its comprehensive annual
financial report (``CAFR") for the fiscal year ended September 30, 2016, by email
to sara.reid(a~lstnb.com and joe.burnett(a~lstnb.com; provided, however, if the
CAFR is not available on or before Closing, the City shall provide unaudited
financial information pending the delivery of the CAFR.
8. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be
bound by the terms of the following notice: THIS PURCHASE AGREEMENT,
THE ORDINANCE, THE ATTORNEY GENERAL OPINION, THE OPINION
OF BOND COUNSEL AND THE BOND TOGETHER REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS
TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES RELATING TO THIS TRANSACTION.
9. Compliance with Section 2252.908, Texas Government Code: The Purchaser
hereby confirms to the City that it has made a disclosure filing to the Texas Ethics
Commission in accordance with Section 2252.908, Texas Government Code.
Within thirty (30) days of receipt of the disclosure filings from the Purchaser, the
appropriate representative of the City will submit a copy of the disclosure filing to
the Texas Ethics Commission.
10. Counterparts: This Purchase Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original and all of which shall
constitute on and the same instrument.
If this Purchase Agreement meets with the City's approval, please execute it in the
place provided below.
FIRST NATIONAL BANK TEXAS, Killeen, Texas
By: _
Name:
Title:
ACCEPTED BY THE CITY OF RICHLAND HILLS,
TEXAS:
/(N
l.~ '
City Manager
ATTEST:
By: G ~ ,P,
City Secretar
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DEPOSIT AGREEMENT
Wells Fargo Bank, National Association (the "Bank"), being the paying agent for the
following series of obligations issued by the City of Richland Hills, Texas (the "Issuer"):
~ City of Richland Hills, Texas Combination Tax and Water and Sewer Revenue Certificates
of Obligation, Series 2007 (the "Certificates");
• City of Richland Hills, Texas Public Property Financial Contractual Obligation, Series
2007 (the "Contractual Obligations", and collectively with the Certificates, the "Refunded
Obligations"), hereby acknowledges, agrees and certifies for the benefit of the Issuer, the
owners of the Refunded Obligations and the Attorney General of Texas pursuant to this
Deposit Agreement dated as of September 15, 2017 as follows:
1. The Bank understands that the Refunded Obligations have been called for cancellation
and redemption on November 28, 2017 (the "Redemption Date"), and the Issuer will deliver its
General Obligation Refunding Bond, Series 201.7 (the "Bond") on October 25, 2017 (the "Closing
Date");
2. The Bank acknowledges that the total amount due on the Redemption Date for the
Refunded Obligations is $1,481,658.46, representing principal in the amount of $1,465,000 and
representing interest in the amount of $16,658.46, and from the proceeds of the Bond, funds in
payment of such principal and interest will be deposited with the Bank upon receipt of such funds
from the Issuer on the Closing Date;
3. The Bank acknowledges that its fees and expenses due the Bank with respect to the
Refunded Obligations to and through their redemption and final payment have been provided for;
and represents that it will not demand the payment of or collect future fees or expenses, if any,
from funds to be provided to it for the payment of the principal of and interest on the Refunded
Obligations, but will look to payment of such fees and expenses from other funds provided by the
Issuer;
4. The Bank, as paying agent/registrar for the Refunded Obligations, has caused a `'notice
of redemption" for each of the Refunded Obligations to be furnished to the registered owners of
the Refunded Obligations at least 30 days prior to the Redemption Date, and such notices were
provided on the date(s) and in the manner as set forth in the ordinance authorizing the Refunded
Obligations. The Bank acknowledges receipt of the notices of redemption attached as Exhibit A
hereto.
5. The Issuer certifies that it will cause to be deposited the amounts stated in paragraph 2
with the Bank on the Closing Date and such cash shall remain uninvested until applied to pay the
redemption price of the Refunded Obligations on the Redemption Date.
6. The Bank shall deposit any moneys received from the Issuer for the payment of the
Refunded Obligations into a trust account to be held in a fiduciary capacity, with such moneys in
the account that exceed the deposit insurance available to the Issuer by the Federal Deposit
Insurance Corporation, to be fully collateralized with securities or obligations that are eligible
under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until
the principal and interest on such securities have been presented for payment and paid to the owner
thereof.
EXECUTED AS OF September 15, 2017.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By
Title
CITY OF RICHLAND HILLS, TEXAS
City Manager
EXHIBIT A
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Richland Hills, Texas, has called for redemption
the outstanding Certificates of the City described as follows:
City of Richland Hills, Texas, Combination Tax and Water and Sewer Revenue Certificates of
Obligation, Series 2007, dated January 15, 2007, aggregating $ 1,250,000 (and being all of the outstanding
bonds of said series) maturing on the dates and in the amounts as follows:
Principal Principal
Amount Amount
Maturity Date Outstanding Refunded
August 15, 2018 $105,000 $105,000
August 15, 2019 110,000 110,000
August 15, 2020 115,000 115,000
August 15, 2021 115,000 115,000
August 15, 2022 120,000 120,000
August 15, 2023 125,000 125,000
August 15, 2024 130,000 130,000
August 15, 2025 135,000 135,000
August 15, 2026 145,000 145,000
August 15, 2027 150,000 150,000
Call date: November 28, 2017; redeemable at a redemption price of par plus accrued interest at the
principal corporate offices of Wells Fargo Bank, N.A., only upon presentation by the owner thereof.
If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying
agent, the described Certificates shall become due and payable on the redemption date specified, and the
interest thereon shall cease to accrue from and after the redemption date.
In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain
payments due on debt securities may be obligated to deduct and withhold 30 percent of such payment from
the remittance to any payee who has failed to provide such payor with a valid taxpayer identification
number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer
identification number when surrendering the Certificates for redemption.
NOTICE IS FURTHER GIVEN that all Certificates of Obligation should be submitted to one of the
following address:
First Class/Registered/ Express Delivery/Air Courier
Certified Mail
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations 600 Fourth Street South, 7~' Floor
P.O. Box 1517 Minneapolis, MN 55479
Minneapolis, MN 55480-1517 MAC N9300-070
Dated: , 2017
By: Wells Fargo Bank, N.A.
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the Ciry of Richland Hills, Texas, has called for redemption
the outstanding Contractual Obligation of the City described as follows:
City of Richland Hills, Texas, Public Property Financial Contractual Obligation, Series 2007,
dated February 1, 2007, aggregating $ 215,000 (and being all of the outstanding contractual obligations of
said series) maturing on the dates and in the amounts as follows:
Principal Principal
Amount Amount
Maturity Date Outstanding Refunded
August 15, 2018 $40,000 $40,000
August 15, 2019 40,000 40,000
August 15, 2020 45,000 45,000
August 15, 2021 45,000 45,000
August 15, 2022 45,000 45,000
Call date: November 28, 2017; redeemable at a redemption price of par plus accrued interest at the
principal corporate offices of Wells Fargo Bank, N.A., only upon presentation by the owner thereof.
If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying
agent, the described Contractual Obligations shall become due and payable on the redemption date
specified, and the interest thereon shall cease to accrue from and after the redemption date.
In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain
payments due on debt securities may be obligated to deduct and withhold 30 percent of such payment from
the remittance to any payee who has failed to provide such payor with a valid taxpayer identification
number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer
identification number when surrendering the Contractual Obligations for redemption.
NOTICE IS FURTHER GIVEN that all Contractual Obligations should be submitted to one of the
following address:
First Class/Registered/ Express Delivery/Air Courier
Certified Mail
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations 600 Fourth Street South, 7~' Floor
P.O. Box 1517 Minneapolis, MN 55479
Minneapolis, MN 55480-1517 MAC N9300-070
Dated: , 2017
By: Wells Fargo Bank, N.A.
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF RICHLAND HILLS
We, the undersigned officers of the City of Richland Hills, Texas (the "Issuer") hereby
certify as follows:
General
This certificate is executed for and on behalf of said Issuer with reference to the
issuance of the proposed City of Richland Hills, Texas General Obligation Refunding Bond, Series
2017, dated September 15, 2017 in the denomination and principal amount of $1,525,000,
authorized by ordinance of the City Council on September 25, 2017 (the ``Ordinance"), being a
single fully registered bond payable in installments to the registered owner thereof (the "Bond").
Matters Relating to the City
2. The Issuer is a duly incorporated Home Rule City, having more than 5,000
inhabitants, operating and existing under the Constitution and laws of the State of Texas and the
duly adopted Home Rule Charter of said City, which Charter has not been changed or amended
since the delivery by the City of its Combination Tax and Waterworks and Sewer System Revenue
Certificates of Obligation, Series 2016, in the aggregate principal amount of $4,585,000.
3. No litigation of any nature has ever been filed pertaining to, affecting, questioning,
or contesting: (a) the ordinance which authorized said Issuer's proposed Bond, (b) the issuance,
execution, delivery, payment, security, or validity of the Bond, (c) the authority of the governing
body and the officers of said Issuer to issue, execute, and deliver the Bond, (d) the validity of the
corporate existence of said Issuer, (e) the current Tax Rolls of said Issuer, or (f) the Home Rule
Charter of said Issuer; and no litigation is pending pertaining to, affecting, questioning, or
contesting the current boundaries of said Issuer.
Matters Relating to the Ad Valorem Tax Pledge in Support of the Certificates
4. The currently effective ad valorem tax appraisal roll of said Issuer (the "Tax Roll")
is the Tax Roll prepared and approved during the calendar year 2016, being the most recently
approved Tax Roll of said Issuer; that the taxable property in said Issuer has been appraised,
assessed, and valued as required and provided by the Texas Constitution and Property Tax Code
(collectively, "Texas law"); that the Tax Roll for said year has been submitted to the City Council
of said Issuer as required by Texas law, and has been approved. and recorded by said City Council;
and according to the Tax Roll for said year the net aggregate taxable value of taxable property in
said Issuer (after deducting the amount of all applicable exemptions required or authorized under
Texas law), upon which the annual ad valorem tax of said Issuer has been imposed and levied, is
$439,923,135.
5. That Exhibit A, which is attached hereto and made a part hereof, contains a true
and correct schedule showing the annual debt service requirements of all of the outstanding
indebtedness of the City secured by a pledge of ad valorem taxes, including the Bond proposed to
be issued by the Ordinance, as it appears in the official records of the City.
6. No default exists in connection with any bonds or other obligations issued by the
Issuer or the ordinances authorizing same.
7. None of the Refunded Obligations have been held in, or purchased for the account
of, the Interest and Sinking Fund created and maintained for the benefit of such obligations being
so refunded, or purchased with any money collected from any taxes levied for the benefit thereof
and, except for the funds transferred from the interest and sinking funds for the Refunded
Obligations as set forth in the ordinance authorizing the issuance of the Bond, if any, none of the
Refunded Obligations will be taken up and paid for with money in said interest and sinking funds
and there is no money in said interest and sinking funds with which to pay the principal of any of
said Refunded Obligations.
Certifications as to Execution of Bond and Issuer Seal
8. We officially executed and signed said Bond with our manual signatures or by
causing facsimiles of our manual signatures to be placed on said Bond, and, if appropriate, we
hereby adopt said facsimile signatures as our own, respectively, and declare that said facsimile
signatures constitute our signatures the same as if we had manually signed the Bond.
The Bond is substantially in the form, and have been duly executed and signed in the
manner, prescribed in the Ordinance authorizing the issuance of said Bond.
At the time we so executed and signed said Bond we were, and at the time of executing
this certificate we are, the duly chosen, qualified and acting officers indicated therein, and
authorized to execute the same.
No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of said Bond, or which would affect the provision made for their payment or
security, or in any manner questioning the proceedings or authority concerning the issuance of the
Bond, or that would, if decided adversely, would have a materially adverse effect on the financial
condition of the City, and that so far as we know and believe no such litigation is threatened. There
has not been any materially adverse change in the financial condition of the City since September
30, 2016, the latest date as of which the City's audited financial information is available.
Neither the corporate existence nor boundaries of the City is being contested, that no
litigation has been filed or is now pending which would affect the authority of the officers of the
City to issue, execute, sign, and deliver said Bond, and that no authority or proceedings for the
issuance of said Bond have been repealed, revoked or rescinded.
We have caused the official seal of the City to be impressed, or placed in facsimile, on said
Bond; and said seal on said Bond has been duly adopted as, and is hereby declared to be, the
official seal of the City.
2
Certifications as to Required Texas Ethics Commission Filings
9. The Issuer has received all required disclosure filings under Section 2252.908 of
the Texas Government Code in connection with the authorization and issuance of the Obligations
and has or will notify the Texas Ethics Commission ("TEC") of its receipt of such filings by
acknowledging such filings in accordance with TEC's rules.
Submission of Documents to the Attorney General
10. The Bond is directed to be sent to the Office of the Attorney General of the State
of Texas, Public Finance Division (the "Attorney General"). The City requests that the Attorney
General examine and approve the Bond in accordance with applicable law. After such approval,
the Attorney General is requested to deliver the Bond to the Comptroller of Public Accounts for
registration.
Authorization of the Attorney General to Date this Certificate
11. The Attorney General is hereby authorized and directed to date this certificate
concurrently with the date of approval of the Bond. If any litigation or contest should develop
pertaining to the Bond or any other matters covered. by this certificate, the undersigned will notify
the Attorney General immediately by telephone. With this assurance the Attorney General can
rely on the absence of any such litigation or contest, and on the veracity and currency of this
certificate, at the time the Bond is approved, unless the Attorney General is notified otherwise.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
SIGNED AND SEALED
City Secretary
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Mayor
Before me on this day personally appeared the foregoing individuals known to me to be the persons
whose true and genuine signatures were subscribed to the foregoing instrument in my presence.
Given under my hand and seal of office this
~~•`;:a~~ii~'~., ELIZABETH KENNEDY
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(Notary Seal)
2017.
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Notary Public
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General Certificate
City of Richland Hills, Texas General Obligation Refunding Bond, Series 2017
EXHIBIT A
DEBT SERVICE SCHEDULE
(See Attached)
General Certificate
City of Richland Hills, Texas General Obligation Refunding Bond, Series 2017
CITY OF RICHLAND HILLS, TEXAS
September 25, 2017
First National Bank Texas
P.O. Box 909
Killeen, Texas 76540
Re: $1,525,000 City of Richland Hills, Texas General Obligation Refunding Bond, Series 2017
Ladies and Gentlemen:
The ISSUER and the PURCHASER of the captioned Bond have designated your bank as
the place, and as their agent, for the delivery and payment of the Bond. The Bond, which initially
has been issued as a single fully registered Bond payable in installments, will be sent to you in the
near future, together with a certified copy of the Ordinance authorizing the issuance of the Bond.
Upon your receipt of the final unqualified approving legal opinion of McCall, Parkhurst &
Horton L.L.P., Attorneys at Law, 717 N. Harwood Street, Suite 900, Dallas, Texas 75201 as to the
validity of the Bond, you are authorized and directed to deliver the Bond to the PURCHASER
thereof, to-wit: First National Bank Texas, when you have received payment for the Bond, in
immediately available funds, in the sum of $1,525,000.
You are further authorized and directed to remit the aforesaid proceeds received from the
delivery and payment of the Bond by wire in accordance with written instructions provided by
FirstSouthwest, adivision of Hilltop Securities, Inc. and attached hereto as Attachment A.
[Remainder of page intentionally left blank]
Sincerely yours,
CITY OF RICHLAND HILLS, TEXAS
By: _ ~ 2
Mayor
First National Bank Texas, as Paying Agent/Registrar, hereby acknowledges its receipt and
disbursement of funds all in accordance with the terms of this instruction letter.
DATED this , 2017.
By:
FIRST NATIONAL BANK TEXAS
Authorized Officer
ATTACHMENT A
[Closing Instructions]
ISSUER'S RECEIPT OF PURCHASE PRICE
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF RICHLAND HILLS §
The undersigned hereby certifies as follows:
(a) That this certificate is executed and delivered with reference to:
City of Richland Hills, Texas General Obligation Refunding Bond, Series 2017,
dated September 15, 2017 in the denomination and principal amount of $1,525,000,
authorized by an ordinance passed by the City Council of the City of Richland Hills,
Texas on September 25, 2017 (the "Ordinance"), being a single fully registered
Bond payable in installments to the registered owner thereof (the "Bond").
(b) That the undersigned is the duly chosen, qualified, and acting Mayor of the issuer
of said Bond.
(c) That said Bond has been duly delivered to the purchasers thereof, First National
Bank Texas.
(d) That said Bond has been paid for in full by said purchaser concurrently with the
delivery of this certificate, and the Issuer of said Bond has received, and hereby acknowledges
receipt of, the agreed purchase price for said Bond of $1,525,000 (representing the principal
amount of the Bond).
[Remainder of page intentionally left blank]
EXECUTED and delivered this
-~
Issuer's Receipt of Purchase Price
City of Richland Hills, Texas General Obligation Refunding Bond, Series 2017
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor Pro-
Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer,
and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this
Bond.
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Secretary
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mayor
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