HomeMy Public PortalAboutOrdinance No. 1290-15 03-17-2015
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ORDINANCE NO. 1290-15
PROVIDING FOR THE ISSUANCE OF $1,040,000 CITY OF RICHLAND
HILLS, TEXAS COMBINATION TAX AND WATER AND SEWER SYSTEM
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2015, AND
ORDAINING OTHER MATTERS RELATING TO THE SUBJECT
WHEREAS, on the 3rd day of February, 2015, the City Council of the City of Richland
Hills (the "City" or the "Issuer") passed a resolution authorizing and directing notice of its
intention to issue certificates of obligation in a maximum principal amount of $1,100,000, with
such notice to be published in a newspaper as required by Section 271.049 of the Texas Local
Government Code ("Section 271.049"); and
WHEREAS, a notice was published in the Fort Worth Star-Telegram, a "newspaper" of
the type described in Section 2051.044 of the Texas Government Code, as required by Section
271.049, on February 5, 2015 and February 12, 2015; and
WHEREAS, no petition, signed by at least 5% of the qualified electors of the City as
permitted by Section 271.049 protesting the issuance of such certificates of obligation, has been
filed; and
WHEREAS, the certificates of obligation hereinafter authorized are to be issued and
delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code; Now,
Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF RICHLAND HILLS,
TEXAS:
Section 1. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the City's
certificates of obligation, to be designated the "City of Richland Hills, Texas Combination Tax
and Water and Sewer System Revenue Certificates of Obligation, Series 2015" (the
"Certificates"), are hereby authorized to be issued and delivered in the principal amount of
$1,040,000 for the purpose of paying contractual obligations to be incurred by the City for the
following, to-wit,
1) construction of drainage improvements throughout the City; and
2) the payment of fiscal, engineering and legal fees incurred in connection therewith.
The term "Certificates" as used in this Ordinance shall mean and include collectively the
certificates of obligation initially issued and delivered pursuant to this Ordinance and all
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substitute certificates of obligation exchanged therefor, as well as all other substitute certificates
of obligation and replacement certificates of obligation issued pursuant hereto, and the term
"Certificate" shall mean any of the Certificates.
Section 2. DATE, DENOMINATIONS, NUMBERS AND MATURITIES. That the
Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates,
without interest coupons, dated March 15, 2015, shall be in the denomination of $5,000 or any
integral multiple thereof (an "Authorized Denomination"), shall be numbered consecutively from
R-1 upward, and shall be payable to the respective initial registered owners thereof, or to the
registered assignee or assignees of the Certificates or any portion thereof (in each case, the
"registered owner"). The Certificates shall mature on August 15, 2030, and principal of the
Certificates shall be payable in annual installments on August 15 in each of the years and in the
principal amounts as follows:
YEAR
2016
2017
2018
2019
2020
2021
2022
2023
PRINCIPAL
AMOUNT ($)
50,000
60,000
60,000
65,000
65,000
65,000
70,000
70,000
YEAR
2024
2025
2026
2027
2028
2029
2030
PRINCIPAL
AMOUNT ($)
70,000
75,000
75,000
75,000
80,000
80,000
80,000
Payment of principal of the Certificates through annual installments shall be effected through a
mandatory sinking fund redemption of the Certificates as provided for in subsection (b) of
Section 3 of this Ordinance.
Section 3. REDEMPTION. (a) Optional Redemption. That the City reserves the right
to redeem the Certificates maturing on or after August 15, 2026, in whole, or in part in
Authorized Denominations, on August 15, 2025, or on any date thereafter, at the redemption
price of par plus accrued interest to the date fixed for redemption. If less than all of the
Certificates are to be redeemed by the City, the City shall determine the maturity or maturities
and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot
Certificates, or portions thereof, within such maturity or maturities and in such principal
amounts, for redemption; provided, that during any period in which ownership of the Certificates
is determined only by a book entry at a securities depository for the Certificates, if fewer than all
of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the
particular Certificates of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the City and the securities depository. The City shall
notify the Paying Agent/Registrar at least forty-five (45) days prior to the scheduled redemption
date that the redemption of the Certificates is to be effected.
(b) Mandatory Redemption. The Certificates are subject to mandatory sinking fund
redemption prior to their scheduled maturity, on the dates, in the amounts and in the manner
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provided in Section 2 hereof and the FORM OF CERTIFICATE.
(c) Notice. At least thirty (30) days prior to the date fixed for any such redemption the
City shall cause a written notice of such redemption to be deposited in the United States mail,
first-class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books (hereinafter defined) of the Paying Agent/Registrar. By the date fixed for
any such redemption, due provision shall be made by the City with the Paying Agent/Registrar
for the payment of the required redemption price for the Certificates or the portions thereof
which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If
such notice of redemption is mailed, and if due provision for such payment is made, all as
provided above, the Certificates, or the portions thereof which are to be so redeemed, thereby
automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest
after the date fixed for their redemption, and shall not be regarded as being outstanding except
for the right of the registered owner to receive the redemption price plus accrued interest to th e
date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal of the Certificates or any portion thereof. If a portion of any Certificate
of Obligation shall be redeemed, a substitute Certificate of Obligation or Certificates having the
same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the
written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance. In addition, notice of
such redemption shall be provided in the manner described in Section 5(h) hereof, but the failure
to provide such notice as described in Section 5(h) hereof, or any defect therein, shall not affect
the validity or effectiveness of the proceedings for the redemption of the Certificates.
(d) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, unless certain prerequisites to an optional redemption required by this Ordinance
have been met and money sufficient to pay the principal of, premium, if any, and interest on the
Certificates to be redeemed will have been received by the Paying Agent/Registrar prior to the
giving notice of the redemption, the notice may state that the optional redemption may, at the
option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such
money by the Paying Agent/Registrar on or prior to the date fixed for redemption or upon any
prerequisite set forth in the notice of redemption. If a conditional notice of optional redemption
is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force
and effect, the City will not redeem the Certificates, and the Paying Agent/Registrar will give
notice in the manner in which the notice of redemption was given, to the effect that the
Certificates have not been redeemed.
Section 4. INTEREST. That the Certificates scheduled to mature during the years,
respectively, set forth below shall bear interest at the following rates per annum:
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maturities 2016, _____%
maturities 2017, _____%
maturities 2018, _____%
maturities 2019, _____%
maturities 2020, _____%
maturities 2021, _____%
maturities 2022, _____%
maturities 2023, _____%
maturities 2024, _____%
maturities 2025, _____%
maturities 2026, _____%
maturities 2027, _____%
maturities 2028, _____%
maturities 2029, _____%
maturities 2030, _____%
Said interest shall accrue from the initial date of delivery of the Certificates to the Purchasers (as
designated in Section 22 hereof) and shall be payable to the registered owner of any such
Certificate in the manner provided and on the dates stated in the FORM OF CERTIFICATE.
Section 5. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration of
Certificates. That the Issuer shall keep or cause to be kept at the designated corporate trust office
of _______________, or such other bank, trust company, financial institution, or other agency
named in accordance with the provisions of subsection (g) of this Section (the "Paying
Agent/Registrar"), books or records for the registration and transfer of the Certificates (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 transfers and registrations under
such reasonable regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such transfers and registrations as herein provided. The place
of payment so designated by the Paying Agent/Registrar shall be referred to herein as the
"Designated Trust Office" of the Paying Agent/Registrar. It shall be the duty of the Paying
Agent/Registrar to obtain from the registered owner and record in the Registration Books the
address of the registered owner of each Certificate to which payments with respect to the
Certificates shall be mailed, as herein provided. The Issuer or its designee shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar at its
Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, shall not permit their inspection by
any other entity. Registration of each Certificate may be transferred in the Registration Books
only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated
Trust Office for transfer of registration and cancellation, together with proper written instruments
of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof in any
integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or
assignees to have such Certificate or any such portion thereof registered in the name of such
assignee or assignees. Upon the assignment and transfer of any Certificate or any portion
thereof, a new substitute certificate or certificates shall be issued in exchange therefor in the
manner herein provided. As of the date this Ordinance is approved by the Issuer, the Designated
Trust Office is the ______, Texas office of _____________, set forth in the "Paying
Agent/Registrar Agreement" executed by the City and the Paying Agent/Registrar in connection
with the sale and delivery of the Certificates.
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(b) Registration Books; Ownership. The entity in whose name any Certificate shall be
registered in the Registration Books at any time shall be treated as the absolute owner thereof for
all purposes of this Ordinance, whether such Certificate shall be overdue, and the City and the
Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on
account of, the principal of, premium, if any, and interest on any such Certificate shall be made
only to such registered owner. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Certificate to the extent of the sum or sums so paid.
(c) Paying Agent. The City hereby further appoints the Paying Agent/Registrar to act as
the paying agent for paying the principal of and interest on the Certificates, and to act as its agent
to exchange or replace Certificates, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Certificates, and of all exchanges thereof, and all
replacements thereof, as provided in this Ordinance.
(d) Exchange, Assignment and Transfer of Certificates. Each Certificate may be
exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued
and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount
thereof, may, upon surrender thereof at the Designated Trust Office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the registered owner
or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the
registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered
certificates, without interest coupons, in the form prescribed in the FORM OF CERTIFICATE,
in an Authorized Denomination (subject to the requirement hereinafter stated that each substitute
Certificate shall have a single stated maturity date), as requested in writing by such registered
owner or such assignee or assignees, in an aggregate principal amount equal to the principal
amount of any Certificate or Certificates so surrendered, and payable to the appropriate
registered owner, assignee, or assignees, as the case may be. If a portion of any Certificate shall
be redeemed prior to its scheduled maturity as provided herein, a substitute certificate or
certificates having the same maturity date, bearing interest at the same rate, in an Authorized
Denomination at the request of the registered owner, and in an aggregate principal amount equal
to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof
for cancellation. If any Certificate or portion thereof is assigned and transferred, each
Certificate issued in exchange therefor shall have the same principal maturity date and bear
interest at the same rate as the Certificate for which it is being exchanged. Each substitute
Certificate shall bear a letter and/or number to distinguish it from each other Certificate. The
Paying Agent/Registrar shall exchange or replace Certificates as provided herein, and each fully
registered certificate or certificates delivered in exchange for or replacement of any Certificate or
portion thereof as permitted or required by any provision of this Ordinance shall constitute one
of the Certificates for all purposes of this Ordinance, and may again be exchanged or replaced. It
is specifically provided, however, that any Certificate delivered in exchange for or replacement
of another Certificate prior to the first scheduled interest payment date on the Certificates (as
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stated on the face thereof) shall be dated the same date as such Certificate, but each substitute
Certificate so delivered on or after such first scheduled interest payment date shall be dated as of
the interest payment date preceding the date on which such substitute Certificate is delivered,
unless such substitute Certificate is delivered on an interest payment date, in which case it shall
be dated as of such date of delivery; provided, however, that if at the time of delivery of any
substitute Certificate the interest on the Certificate for which it is being exchanged has not been
paid, then such substitute certificate shall be dated as of the date to which such interest has been
paid in full. On each substitute Certificate issued in exchange for or replacement of any
Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF
CERTIFICATE (the "Authentication Certificate"). An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such substitute Certificate, date such substitute
Certificate in the manner set forth above, and manually sign and date the Authentication
Certificate, and no such substitute Certificate shall be deemed to be issued or outstanding unless
the Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel
all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or
resolutions need be passed or adopted by the City Council or any other body or person so as to
accomplish the foregoing exchange or replacement of any Certificate or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
certificates in the manner prescribed herein. Pursuant to Chapter 1206 of the Texas Government
Code, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the
exchanged or replaced certificate shall be valid, incontestable, and enforceable in the same
manner and with the same effect as the Certificates which originally were delivered pursuant to
this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts. Neither the City nor the Paying Agent/Registrar shall be required (1) to issue,
transfer, or exchange any Certificate during a period beginning at the opening of business thirty
(30) days before the day of the first mailing of a notice of redemption of Certificates and ending
at the close of business on the day of such mailing, or (2) to transfer or exchange any Certificate
so selected for redemption in whole when such redemption is scheduled to occur within thirty
(30) calendar days.
(e) General. All Certificates issued in exchange for or replacement of any other
Certificate or portion thereof (i) shall be issued in fully registered form, without interest coupons,
with the principal of and interest on such Certificates to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and
assigned, (iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi)
shall be signed and sealed, and (vii) the principal of and interest on the Certificates shall be
payable, all as provided, and in the manner required or indicated, in the FORM OF
CERTIFICATE.
(f) Fees of Paying Agent/Registrar. The City shall pay the Paying Agent/Registrar's
reasonable and customary fees and charges for making transfers of Certificates, but the registered
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owner of any Certificate requesting such transfer shall pay any taxes or other governmental
charges required to be paid with respect thereto. The registered owner of any Certificate
requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or
customary fees and charges for exchanging any such Certificate or portion thereof, together with
any taxes or governmental charges required to be paid with respect thereto, all as a condition
precedent to the exercise of such privilege of exchange, except, however, that in the case of the
exchange of an assigned and transferred Certificate or any portion thereof in any Authorized
Denomination, and in the case of the exchange of the unredeemed portion of a Certificate which
has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges
will be paid by the City. In addition, the City hereby covenants with the registered owners of the
Certificates that it will pay the (i) reasonable and standard or customary fees and charges of the
Paying Agent/Registrar for its services with respect to the payment of the principal of and
interest on Certificates, when due, and (ii) fees and charges of the Paying Agent/Registrar for
services with respect to the transfer or registration of Certificates solely to the extent above
provided, and with respect to the exchange of Certificates solely to the extent above provided.
(g) Change in Paying Agent/Registrar. The City covenants with the registered owners of
the Certificates that at all times while the Certificates are outstanding the City will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance,
and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may,
at its option, change the Paying Agent/Registrar upon not less than sixty (60) days written notice
to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that it will promptly appoint a competent and
legally qualified national or state banking institution which shall be a corporation organized and
doing business under the laws of the United States of America or of any state, authorized under
such laws to exercise trust powers, subject to supervision or examination by federal or state
authority, and whose qualifications substantially are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver
the Registration Books (or a copy thereof), along with all other pertinent books and records
relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the
City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Certificates, by United States mail, first-class postage prepaid, which notice also shall give the
address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Additional Notice of Redemption. (i) In addition to the manner of providing notice of
redemption of Certificates as set forth in this Ordinance, the Paying Agent/Registrar shall give
notice of redemption of Certificates by United States mail, first-class postage prepaid, at least
thirty (30) days prior to a redemption date to the MSRB (as defined in Section 7 hereof). In
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addition, in the event of a redemption caused by an advance refunding of the Certificates, the
Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the
immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior
to the actual redemption date. Any notice sent to the MSRB shall be sent so that they are
received at least two days prior to the general mailing or publication date of such notice. The
Paying Agent/Registrar shall also send a notice of redemption to the owner of any Certificate
who has not sent the Certificates in for redemption sixty (60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF CERTIFICATE or
otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed,
including the complete name of the Certificates, the series, the date of issue, the interest rate, the
maturity date, the amounts called for redemption, the publication and mailing date for the notice,
the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the
address at which the Certificate may be redeemed, including a contact person and telephone
number.
Section 6. FORM OF CERTIFICATES. That the form of the Certificates, including the
form of the Comptroller's Registration Certificate to accompany the Certificates on the initial
delivery thereof, the form of the Authentication Certificate and the form of Assignment to be
printed on each of the Certificates initially issued and delivered pursuant to this Ordinance, shall
be, respectively, substantially in the form as set forth in Exhibit A to this Ordinance, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of
bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance
furnished by a municipal bond insurance company providing municipal bond insurance, if any,
covering all or any part of the Certificates.
Section 7. DEFINITIONS. That the term "Available Revenues" shall have the meaning
given said term in Section 8 hereof; the term "Business Day" means a day that is not a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated
Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to
close; the term "Code" means the Internal Revenue Code of 1986; the term "MSRB" means the
Municipal Securities Rulemaking Board; the term "Rule" means SEC Rule 15c2-12, as amended
from time to time; the term "SEC" means the United States Securities and Exchange
Commission; and the term "Surplus Revenues" means those revenues from the operation of the
City's combined waterworks and sewer system remaining after payment of all operation and
maintenance expenses thereof and other obligations heretofore or hereafter incurred to which
such revenues have been or shall be encumbered by a lien on and pledge of such revenues
superior to the lien on and pledge of such revenues to the Certificates.
Section 8. INTEREST AND SINKING FUND. That a special fund or account, to be
designated the "City of Richland Hills, Texas Series 2015 Certificate of Obligation Interest and
Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall be established and
maintained by the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all
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other funds and accounts of the City, and shall be used only for paying the interest on and
principal of the Certificates. All ad valorem taxes levied and collected for and on account of the
Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while any Certificate is outstanding and unpaid, the City Council shall compute
and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the
Issuer, with full allowances being made for tax delinquencies and costs of tax collections, which
will be sufficient to raise and produce the money required to pay the interest on the Certificates
as such interest comes due, and to provide a sinking fund to pay the principal (including
mandatory sinking fund redemption payments, if any) of the Certificates as such principal
matures or comes due through operation of the mandatory sinking fund redemption, if any, but
never less than 2% of the outstanding principal amount of the Certificates as a sinking fund each
year. The rate and amount of ad valorem tax is hereby ordered to be levied against all taxable
property in the City for each year while any Certificate is outstanding and unpaid, and the ad
valorem tax shall be assessed and collected each such year and deposited to the credit of the
Interest and Sinking Fund. The ad valorem taxes necessary to pay the interest on and principal
of the Certificates, as such interest comes due and such principal matures, are hereby pledged for
such payment, within the limit prescribed by law. Notwithstanding the foregoing, if the City
deposits or budgets to be deposited in the Interest and Sinking Fund any other revenues, income
or resources, including, without limitation, Surplus Revenues (the "Available Revenues"), in
advance of the time when ad valorem taxes are scheduled to be levied for any year, then the
amount of taxes which otherwise would have been required to be levied may be reduced to the
extent and by the amount of the Available Revenues then on deposit or budgeted to be deposited
in the Interest and Sinking Fund.
Section 9. REVENUES. That the Certificates are additionally secured by and shall be
payable from the Surplus Revenues. The Surplus Revenues are pledged by the City pursuant to
authority of Chapter 1502, Texas Government Code, specifically Section 1502.058 thereof. Th e
City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest
and Sinking Fund created pursuant to Section 8, to pay the principal and interest on the
Certificates. The amount of Surplus Revenues pledged to the payment of the Certificates shall
not exceed $1,000.
Section 10. TRANSFER. That the City shall do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest due on the Certificates.
Section 11. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by
this Ordinance shall be secured in the manner and to the fullest extent permitted or required by
law for the security of public funds, and the Interest and Sinking Fund shall be used only for the
purposes and in the manner permitted or required by this Ordinance.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
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printed, executed, and delivered, a new certificate of the same principal amount, maturity, and
interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for
such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Certificates shall be made to the Paying Agent/Registrar. In
every case of loss, theft, or destruction of a Certificate, the applicant for a replacement certificate
shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be
required by them to save each of them harmless from any loss or damage with respect thereto.
Also, in every case of loss, theft, or destruction of a Certificate, the applicant shall furnish to the
City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or
destruction of such Certificate, as the case may be. In every case of damage or mutilation of a
Certificate, the applicant shall surrender to the Paying Agent/Registrar for cancellation the
Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Certificate shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, premium, if any, or interest on the Certificate, the
City may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Certificate) instead of issuing a replacement certificate, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any
replacement Certificate, the Paying Agent/Registrar shall charge the registered owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every
replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that
any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the City
whether the lost, stolen, or destroyed Certificate shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately
with any and all other Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Chapter 1206 of
the Texas Government Code, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement certificate without necessity of further action by the City
Council of the City or any other body or person, and the duty of the replacement of such
certificates is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 12 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such Certificates in the form and manner and with the effect, as provided
in Section 5(d) of this Ordinance for Certificates issued in conversion and exchange of other
Certificates.
Section 13. FEDERAL INCOME TAX MATTERS. That the City covenants to take
such action as to ensure, or refrain from any action which would adversely affect, the treatment
of the Certificates as obligations described in section 103 of the Code, the interest on which is
not includable in the "gross income" of the holder for purposes of federal income taxation. In
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furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds
of the Certificates or the projects financed therewith (less amounts deposited to a reserve
fund, if any) are used for any "private business use", as defined in section 141(b)(6) of
the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or
not received by the City, 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 Certificates, in
contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then
the amount in excess of 5 percent is used for a "private business use" which is "related"
and not "disproportionate", within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(c) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited
into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other
than state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the
Certificates being treated as "private activity bonds" within the meaning of section 141(b)
of the Code;
(e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Certificates,
directly or indirectly, to acquire or to replace funds which were used, directly or
indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code)
which produces a materially higher yield over the term of the Certificates, other than
investment property acquired with –
(1) proceeds of the Certificates invested for a reasonable temporary
period, until such proceeds are needed for the purpose for which the Certificates
are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
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proceeds of the Certificates;
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage)
and, to the extent applicable, section 149(d) of the Code (relating to advance refundings);
and
(h) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates) 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 sixty (60) days after the
Certificates have been paid in full, 100 percent of the amount then required to be paid as
a result of Excess Earnings under section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the
case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of issuance of the Certificates. It is the understanding of the City that
the covenants contained herein are intended to assure compliance with the Code and any
regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In
the event that regulations or rulings are hereafter promulgated which modify or expand
provisions of the Code, as applicable to the Certificates, the City 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 Certificates under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Certificates, the City 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 Certificates under section 103 of the
Code. In furtherance of such intention, the City hereby authorizes and directs the Mayor, the
City Manager, any Assistant City Manager, and the Director of Finance to execute any
documents, certificates or reports required by the Code, and to make such elections on behalf of
the City which may be permitted by the Code as are consistent with the purpose for the issuance
of the Certificates.
Unless superseded by another action of the City, to ensure compliance with the covenants
contained in this Section regarding private business use, remedial actions, arbitrage and rebate,
the written procedures adopted by the City in the ordinance authorizing the issuance 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.
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In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby
established by the City 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 bondholders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the
Code.
The resolution adopted by the City Council on February 3, 2015, described in the
preamble to this Ordinance was intended to satisfy the official intent requirements set forth in
section 1.150-2 of the Treasury Regulations.
Section 14. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the Issuer covenants to account for the expenditure of proceeds from the sale of
the Certificates and any investment earnings thereon to be used for the purposes described in
Section 1 of this Ordinance (such purpose referred to herein and Section 15 hereof as a "Project")
on its books and records by allocating proceeds to expenditures within eighteen (18) months of
the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed.
The foregoing notwithstanding, the Issuer shall not expend such proceeds or investment earnings
more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the
Certificates or (b) the date the Certificates are retired, unless the Issuer obtains an opinion o f
nationally-recognized bond counsel substantially to the effect that such expenditure will not
adversely affect the tax-exempt status of the Certificates. For purposes hereof, the Issuer shall
not be obligated to comply with this covenant if it obtains an opinion that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of
the interest.
Section 15. DISPOSITION OF PROJECT. That the Issuer covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Certificates. For purposes of this Section,
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 of this Section, the Issuer shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
Section 16. DEFAULT AND REMEDIES.
(a) Events of Default. That 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 any Certificate
when the same becomes due and payable; or
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(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the registered owners of the Certificates, 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 sixty (60) days after notice of such default is given by any registered owner to
the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners 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 owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all registered owners of Certificates then outstanding.
(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 Certificates
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
Certificates 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 Certificate authorized under this Ordinance,
such 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
members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
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provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 17. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES.
That the City Manager of the City or the designee thereof is hereby authorized to have control of
the Certificates initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Certificates pending their delivery and their investigation,
examination, and approval by the Attorney General of the State of Texas, and their registration
by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Certificates said Comptroller (or a deputy designated in writing to act for said Comptroller) shall
manually sign the Comptroller's Registration Certificate attached to such Certificates, and the
seal of said Comptroller shall be impressed, or placed in facsimile, on such Registration
Certificate.
Section 18. NO DTC REGISTRATION. That the Certificates shall not be issued in a
manner that the Certificates will be held in the book-entry-only system in which The Depository
Trust Company acts as depository for the Certificates.
Section 19. CONTINUING DISCLOSURE OBLIGATION. (a) Annual Reports. (i)
That the City shall provide annually to the MSRB, within six months after the end of each fiscal
year ending in or after 2015, financial information and operating data with respect to the City of
the general type described in Exhibit B hereto. Any financial statements so to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or
such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not complete within such period, then the City shall
provide unaudited financial statements by the required time, and shall provide audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC. All filings shall be made
electronically, in the format specified by the MSRB.
(b) Disclosure Event Notices. The City shall notify the MSRB, in a timely manner not in
excess of ten Business Days after the occurrence of the event, of any of the following events with
respect to the Certificates:
1. Principal and interest payment delinquencies;
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2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of
the Certificates, or other events affecting the tax status of the Certificates;
7. Modifications to rights of holders of the Certificates, if material;
8. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Certificates, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
14. Appointment of a successor Paying Agent/Registrar or change in the name of the
Paying Agent/Registrar, if material.
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar event"
means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding
under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over substantially all of the assets of
the City, or if jurisdiction has been assumed by leaving the City Council and official or officers
of the City in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation
by a court or governmental authority having supervision or jurisdiction over substantially all of
the assets or business of the City. The City shall notify the MSRB, in a timely manner, of any
failure by the City to provide financial information or operating data in accordance with
subsection (a) of this Section by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Certificates within the meaning of
the Rule, except that the City in any event will give notice of any deposit made in accordance
with this Ordinance or applicable law that causes Certificates no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give
any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The
City undertakes to provide only the financial information, operating data, financial statements,
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and notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OF
OBLIGATION OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN
THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of
this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking
into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (A) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Certificates consent to such amendment or (B)
a person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interest of the registered owners
and beneficial owners of the Certificates. If the City so amends the provisions of this Section, it
shall include with any amended financial information or operating data next provided in
accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for
the amendment and of the impact of any change in the type of financial information or operating
data so provided. The City may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the
extent that the provisions of this sentence would not prevent an underwriter from lawfully
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purchasing or selling Certificates in the primary offering of the Certificates.
Section 20. DEFEASANCE. (a) Deemed Paid. That any Certificate of Obligation and
the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased
Certificate") within the meaning of this Ordinance, except to the extent provided in subsection
(e) of this Section, when payment of the principal of such Certificate of Obligation, 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 City with the Paying Agent/Registrar for the payment of its services until
all Defeased Certificates shall have become due and payable. At such time as a Certificate of
Obligation shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate
of Obligation and the interest thereon shall no longer be secured by, payable from, or entitled to
the benefits of, the ad valorem taxes or revenues 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 Defeased Certificates that is made in
conjunction with the payment arrangements specified in subsection 20(a)(i) or (ii) shall not be
irrevocable, provided that in the proceedings providing for such payment arrangements, the
Issuer: (1) expressly reserves the right to call the Defeased Certificates for redemption; (2) gives
notice of the reservation of that right to the owners of the Defeased Certificates immediately
following the making of the payment arrangements; and (3) directs that notice of the reservation
be included in any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the City 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 Certificates and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the City, or deposited as directed in writing by the City. Any
Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held
for the payment of Defeased Certificates 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 (a)(i) or (ii) above.
All income from such Defeasance Securities received by the Paying Agent/Registrar which is not
required for the payment of the Defeased Securities, with respect to which such money has been
so deposited, shall be remitted to the City or deposited as directed in writing by the City.
(c) Selection of Defeased Certificates. In the event that the City elects to defease less
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than all of the principal amount of Certificatess of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificatess by such random method as it deems
fair and appropriate.
(d) Defeasance Obligations. The term "Defeasance Securities" means any securities or
obligations now or hereafter authorized by the laws of the State of Texas as eligible to discharge
obligations such as the Certificates. The laws of the State of Texas currently permit defeasance
of obligations such as the Certificates with the following types of securities: (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of
the purchase thereof are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an
agency or a county, municipality, or other political subdivision of a state that have been refunded
and that, on the date the governing body of the City adopts or approves the proceedings
authorizing the financial arrangements are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent.
(e) Continuing Duty of Paying Agent/Registrar. Until all Defeased Certificates shall
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the
City shall make proper arrangements to provide and pay for such services.
Section 21. AMENDMENTS. (a) Amendments Not Requiring Consent. That the City
reserves the right to amend this Ordinance without the consent of any holder of the Certificates
for the following purposes: to (1) cure any ambiguity, defect or omission herein that does not
materially adversely affect the interest of the holders of the Certificates, (2) grant additional
rights or security for the benefit of the holders of the Certificates, (3) add events of default as
shall not be inconsistent with the provisions of this Ordinance that do not materially adversely
affect the interest of the holders of the Certificates, (4) 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 (5) make such other provisions in regard to matters or questions arising under
this Ordinance that are not inconsistent with the provisions hereof and which, in the opinion of
nationally-recognized bond counsel selected by the City, do not materially adversely affect the
interests of the holders of the Certificates.
(b) Amendments With Consent. The City reserves the right to amend this Ordinance for
a purpose not described in the preceding paragraph with the consent of a majority in aggregate
principal amount of the Certificates then outstanding, if such amendment is deemed by the City
to be necessary or desirable. The foregoing notwithstanding, this Ordinance may not be
amended without the consent of 100% in aggregate principal amount of the Certificates then
outstanding for the purpose of: (1) making any change in the maturity of any of the outstanding
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Certificates, (2) reducing the rate of interest borne by any of the outstanding Certificates, (3)
reducing the amount of the principal of, or redemption premium, if any, payable on any
outstanding Certificates, (4) modifying the terms of payment of principal of, redemption
premium, if any, or interest on the outstanding Certificates, or imposing any condition with
respect to such payment, or (5) changing the minimum percentage of the principal amount of the
Certificates necessary for consent to such amendment.
(c) Notice. If at any time the City shall desire to amend this Ordinance other than
pursuant to subsection (a) of this Section, the City shall cause notice of the proposed amendment
to be published in a financial newspaper or journal of general circulation in The City of New
York, New York once during each calendar week for at least two (2) successive calendar weeks.
Such notice shall briefly set forth the nature of the proposed amendment and shall state that a
copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all
owners of Certificates. Such publication is not required, however, if the City gives or causes to
be given such notice in writing to each owner of Certificates.
(d) Receipt of Consents. Whenever at any time not less than thirty (30) days, and within
one (1) year, from the date of the first publication of said notice or other service of written notice
of the proposed amendment the City shall receive an instrument or instruments executed by all of
the owners or the owners of at least a majority in aggregate principal amount of Certificates, as
appropriate, which instrument or instruments shall refer to the proposed amendment described in
said notice and which specifically consent to and approve such amendment in substantially the
form of the copy thereof on file as aforesaid, the City may adopt the amendatory ordinance in
substantially the same form.
(e) Effect of Amendments. Upon the adoption by the City of any ordinance to amend this
Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be
amended in accordance with the amendatory ordinance, and the respective rights, duties, and
obligations of the City and all the owners of then outstanding Certificates and all future
Certificates shall thereafter be determined, exercised, and enforced under this Ordinance, as
amended.
(f) Consent Irrevocable. Any consent given by any owner of Certificates pursuant to the
provisions of this Section shall be irrevocable for a period of six (6) months from the date of the
first publication or other service of the notice provided for in this Section, and shall be
conclusive and binding upon all future owners of the same Certificates during such period. Such
consent may be revoked at any time after six (6) months from the date of the first publication of
such notice by the owner who gave such consent, or by a successor in title, by filing notice
thereof with the Paying Agent/Registrar and the City, but such revocation shall not be effective if
the owners of a majority in aggregate principal amount of Certificates, prior to the attempted
revocation, consented to and approved the amendment.
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(g) Ownership. For the purpose of this Section, the ownership and other matters relating
to all Certificates registered as to ownership shall be determined from the Registration Books.
The Paying Agent/Registrar may conclusively assume that such ownership continues until
written notice to the contrary is served upon the Paying Agent/Registrar.
Section 22. SALE OF CERTIFICATES. (a) Sale. That the sale of the Certificates to
____________ (the "Purchasers"), at the price of par, is hereby authorized, ratified and
confirmed. One Certificate in the principal amount maturing on each maturity date as set forth in
Section 2 hereof shall be delivered to the Purchasers, and the Purchasers shall have the right to
exchange such Certificates as provided in Section 5 hereof without cost. The sale of the Bonds
to the Purchasers was the result of the best bid received by the City, is on terms that are most
advantageous to the City reasonably obtained and, upon the advice of the City’s financial
advisor, is in the best interests of the City.
(b) Purchase Agreement. The "Official Statement" prepared in connection with the sale
of the Certificates, in substantially the form attached to this Ordinance, is hereby accepted,
approved and authorized to be delivered in executed form to the Purchasers. The use of the
"Preliminary Official Statement", "Notice of Sale and Bidding Instructions" and "Official Bid
Form" prepared in connection with the sale of the Certificates is hereby ratified and approved.
Section 23. FURTHER PROCEDURES. That the Mayor, the City Secretary, the City
Manager, any Assistant City Manager, the Director of Finance, and all other officers, employees,
and agents of the City, 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 under the corporate seal and on
behalf of the City all such instruments, whether herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, and the sale and
delivery of the Certificates and fixing all details in connection therewith.
Section 24. USE OF PROCEEDS. That the proceeds from the sale of the Certificates
may be used for the purposes described in Section 1 of this Ordinance, in the manner described
in the letter of instructions executed by the City or on behalf of the City by its financial advisor.
The foregoing notwithstanding, proceeds representing accrued interest on the Certificates shall
be deposited to the credit of the Interest and Sinking Fund, and proceeds representing premium
on the Certificates shall be used in a manner consistent with the provisions of Section
1201.042(d), Texas Government Code. Any amounts remaining after completion of the
improvements described in Section 1 hereof shall be transferred FIRST to the Rebate Fund, to
the extent required by Section 13 hereof and as further described in Section 24 hereof, and
THEREAFTER to the Interest and Sinking Fund.
Section 25. INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sale of the Certificates may be used along with other proceeds
for the construction of the permanent improvements set forth in Section 1 hereof for which the
22
Certificates are issued; provided, that after completion of such permanent improvements, if any
of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest
and Sinking Fund. It is further provided, however, that any interest earnings on proceeds which
are required to be rebated to the United States of America pursuant to this Ordinance hereof in
order to prevent the Certificates from being arbitrage bonds shall be so rebated and not
considered as interest earnings for the purposes of this Section.
Section 26. CERTIFICATES ARE QUALIFIED TAX-EXEMPT OBLIGATIONS. That
the City represents, covenants and warrants the following: (a) that during the calendar year of
issuance of the Certificates, the City (including any subordinate entities) has not designated nor
will designate obligations, which when aggregated with the Certificates will result in more than
$10,000,000 of "qualified tax-exempt obligations" (as defined in section 265(b)(3) of the Code)
being issued, and (b) that the City reasonably anticipates that the amount of tax-exempt
obligations issued during the calendar year in which the Certificates are issued by the City (or
any subordinate entities) will not exceed $10,000,000.
Section 27. PREAMBLE. That the preamble to this Ordinance is incorporated by
reference and made a part hereof for all purposes.
Section 28. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. That the
titles assigned to the various sections of this Ordinance are for convenience only and shall not be
considered restrictive of the subject matter of any section or of any part of this Ordinance.
(b) Rules of Construction. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date
this Ordinance is adopted by the City and any future amendments thereto or successor provisions
thereof. Any reference to "FORM OF CERTIFICATE" shall refer to the form of the Certificates
set forth in Exhibit A to this Ordinance. Any reference to the payment of principal in this
Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as may be described herein.
(c) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and
declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling
as to the matters prescribed herein.
(d) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
23
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, part, portion, or provisions.
(e) Governing Law. This Ordinance shall be construed and enforced in accordance with
the laws of the State of Texas.
(f) Open Meeting. The City officially finds and determines that the meeting at which this
Ordinance is adopted was open to the public; and that public notice of the time, place, and
purpose of such meeting was given, all as required by Chapter 551, Texas Government Code.
(g) Application of Chapter 1208, Government Code. Chapter 1208, Texas Government
Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and the
Surplus Revenues granted by the City under Sections 8 and 9, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Certificates are
outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues
granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business &
Commerce Code, then in order to preserve to the registered owners of the Certificates the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
(h) Payment of Attorney General Fee Authorized. The City Council hereby authorizes
the payment of the fee of the Office of the Attorney General of the State of Texas for the
examination of the proceedings relating to the issuance of the Certificates, in the amount
determined in accordance with the provisions of Section 1202.004, Texas Government Code.
(i) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
PASSED, APPROVED AND EFFECTIVE this March 17, 2015.
______________________________
Mayor, City of Richland Hills, Texas
ATTEST:
_____________________________________ (CITY SEAL)
City Secretary, City of Richland Hills, Texas
24
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Richland Hills, Texas
By: ____________________________________
A-1
Exhibit A
to
Ordinance
FORM OF CERTIFICATE
NO. R-____ $________
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF TARRANT
CITY OF RICHLAND HILLS, TEXAS
COMBINATION TAX AND WATER AND SEWER SYSTEM REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2015
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP
% April 21, 2015
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF RICHLAND
HILLS, TEXAS, in Tarrant County (the "City" or the "Issuer"), being a political subdivision of
the State of Texas, hereby promises to pay to ____________________________, or to the
registered assignee hereof (either being hereinafter called the "registered owner") the principal
amount of
________________________ DOLLARS
and to pay interest thereon, from the Dated Date specified above, to the Maturity Date specified
above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum
specified above, with said interest payable on February 15, 2016, and semiannually on each
August 15 and February 15 thereafter; except that if this Certificate is required to be
authenticated and the date of its authentication is later than February 15, 2016, such interest is
payable semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. At maturity or
redemption prior to maturity, the principal of this Certificate shall be paid to the registered owner
hereof upon presentation and surrender of this Certificate at the designated corporate trust office
in ______, Texas (the "Designated Trust Office") of ____________, which is the "Paying
Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made
by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
A-2
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of
this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for
such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar
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
preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. Any accrued interest due at maturity as provided
herein shall be paid to the registered owner upon presentation and surrender of this Certificate
for payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants
with the registered owner of this Certificate that on or before each principal and interest payment
date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest
and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Certificates, when
due.
IN THE EVENT OF NON-PAYMENT of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first-class postage prepaid, to the address of each registered owner of a
Certificate appearing on the Registration Books kept by the Paying Agent/Registrar at the close
of business on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated 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 which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS CERTIFICATE is one of a Series of Certificates dated March 15, 2015, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$1,040,000, for the purpose of paying contractual obligations to be incurred by the City, to-wit,
the construction of drainage improvements throughout the City, and the payment of costs for
professional services as described in the Certificate Ordinance, including the payment of fiscal,
engineering and legal fees incurred in connection therewith.
ON AUGUST 15, 2025, or on any date thereafter, the Certificates of this Series maturing
on August 15, 2026 and thereafter may be redeemed prior to their scheduled maturities, at the
option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for
redemption. The years of maturity of the Certificates called for redemption at the option of the
A-3
City prior to their stated maturity shall be selected by the City. The Certificates or portions
thereof redeemed within a maturity shall be selected by lot or other method by the Paying
Agent/Registrar; provided, that during any period in which ownership of the Certificates is
determined only by a book entry at a securities depository for the Certificates, if fewer than all of
the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the
particular Certificates of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the Issuer and the securities depository.
THE CERTIFICATES are also subject to mandatory redemption in part by lot pursuant
to the terms of the Certificate Ordinance, on August 15 in each of the years 2016 through 2029,
inclusive, in the following years and in the following amounts, at a price equal to the principal
amount thereof and accrued and unpaid interest to the date of redemption, without premium:
Year Principal Amount ($)
2016 50,000
2017 60,000
2018 60,000
2019 65,000
2020 65,000
2021 65,000
2022 70,000
2023 70,000
2024 70,000
2025 75,000
2026 75,000
2027 75,000
2028 80,000
2029 80,000
2030* 80,000
_________
* Final Maturity
To the extent, however, that Certificates subject to sinking fund redemption have been
previously purchased or called for redemption in part and otherwise than from a sinking fund
redemption payment, each annual sinking fund payment for such Certificate shall be reduced by
the amount obtained by multiplying the principal amount of Certificates so purchased or
redeemed by the ratio which each remaining annual sinking fund redemption payment for such
Certificates bears to the total remaining sinking fund payments, and by rounding each such
payment to the nearest $5,000 integral; provided, that during any period in which ownership of
the Certificates is determined only by a book entry at a securities depository for the Certificates,
the particular Certificates to be called for mandatory redemption shall be selected in accordance
with the arrangements between the City and the securities depository.
A-4
A WRITTEN NOTICE OF redemption shall be given to the registered owner of each
Certificate or a portion thereof being called for redemption not more than 60 days nor less than
30 days prior to the date fixed for such redemption by depositing such notice in the United States
mail, first-class postage prepaid, addressed to each such registered owner at his address shown
on the Registration Books of the Paying Agent/Registrar. If such notice of redemption is mailed,
and if due provision for such payment is made, all as provided above, this Certificate, or the
portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its
scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall
not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of this Certificate or any
portion hereof. If a portion of any Certificate shall be redeemed a substitute Certificate or
Certificates having the same maturity date, bearing interest at the same rate, in any denomination
or denominations in any integral multiple of $5,000, at the written request of the registered
owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued
to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer,
all as provided in the Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE CERTIFICATES,
unless certain prerequisites to an optional redemption required by the Certificate Ordinance have
been met and money sufficient to pay the principal of, premium, if any, and interest on the
Certificates to be redeemed will have been received by the Paying Agent/Registrar prior to the
giving notice of the redemption, the notice may state that the optional redemption may, at the
option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such
money by the Paying Agent/Registrar on or prior to the date fixed for redemption or upon any
prerequisite set forth in the notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption are not fulfilled, such notice will be of no force and
effect, the City will not redeem the Certificates, and the Paying Agent/Registrar will give notice
in the manner in which the notice of redemption was given, to the effect that the Certificates
have not been redeemed.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As
provided in the Certificate Ordinance, this Certificate may, at the request of the registered owner
or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate
principal amount of fully registered certificates, without interest coupons, payable to the
appropriate registered owner, assignee, or assignees, as the case may be, having the same
maturity date, and bearing interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar
at its Designated Trust Office for cancellation, all in accordance with the form and procedures set
forth in the Certificate Ordinance. Among other requirements for such assignment and transfer,
A-5
this Certificate must be presented and surrendered to the Paying Agent/Registrar at its
Designated Trust Office, together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this
Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or
assignees in whose name or names this Certificate or any such portion or portions hereof is or are
to be transferred and registered. The form of Assignment printed or endorsed on this Certificate
may be executed by the registered owner to evidence the assignment hereof, but such method is
not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar
may be used to evidence the assignment of this Certificate or any portion or portions hereof from
time to time by the registered owner. The foregoing notwithstanding, in the case of the exchange
of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such
fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The one requesting
such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for exchanging any Certificate or portion thereof. In any circumstance, any taxes or
governmental charges required to be paid with respect thereto shall be paid by the one requesting
such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege.
In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to
make any transfer or exchange during a period beginning at the opening of business 30 days
before the day of the first mailing of a notice of redemption of Certificates and ending at the
close of business on the day of such mailing, or (2) to transfer or exchange any Certificates so
selected for redemption when such redemption is scheduled to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry
at a securities depository for the Certificates, the foregoing requirements of holding, delivering
or transferring this Certificate shall be modified to require the appropriate person or entity to
meet the requirements of the securities depository as to registering or transferring the book entry
to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and promptly
will cause written notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate 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 Certificate have been performed, existed, and been done in accordance with law; that this
Certificate is a direct obligation of said Issuer, issued on the full faith and credit thereof; and that
annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of
this Certificate, as such interest comes due and such principal matures, have been levied and
ordered to be levied against all taxable property in said Issuer, in the manner provided in the
Ordinance, and have been pledged for such payment, within the limit prescribed by law; and that
a limited pledge (not to exceed $1,000) of the surplus revenues from the operation of the City's
combined waterworks and sewer system remaining after payment of all operation and
A-6
maintenance expenses thereof and any other obligations heretofore or hereafter incurred to which
such revenues have been or shall be encumbered by a lien on and pledge of such revenues
superior to the lien on and pledge of such revenues to the Certificates, have been pledged as
additional security for the Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the Issuer, and agrees that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in
facsimile, on this Certificate.
_____________________________ ____________________________
City Secretary Mayor
City of Richland Hills, Texas City of Richland Hills, Texas
(SEAL)
A-7
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the
provisions of the proceedings adopted by the City as described in the text of this Certificate of
Obligation; and that this Certificate of Obligation has been issued in exchange for or replacement
of a certificate of obligation of an issue which originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated ___________
___________________________,
Paying Agent/Registrar
By________________________________
Authorized Representative
A-8
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
OFFICE OF COMPTROLLER :
REGISTER NO. ______
STATE OF TEXAS :
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Certificate of Obligation has been examined
by him as required by law, and that he finds that it has been issued in conformity with the
Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the
City of Richland Hills, Texas, payable in the manner provided by and in the ordinance
authorizing same, and said Certificate of Obligation has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this ___________________.
___________________________________
Comptroller of Public Accounts of
(SEAL) the State of Texas
A-9
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________
(Please insert Social Security or Taxpayer Identification Number of Transferee)
_____________________
/____________________/
_________________________________________________________
(Please print or typewrite name and address, including zip code of Transferee)
_________________________________________________________
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes
and appoints _________________________________________________________ attorney to
register the transfer of the within Certificate of Obligation on books kept for registration thereof,
with full power of substitution in the premises.
Dated: ______________________
Signature Guaranteed:
______________________________
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
______________________________
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
B-1
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below (and included in the
Appendix or under the headings of the official statement prepared in connection with the
issuance and sale of City of Richland Hills, Texas Combination Tax and Water and Sewer
System Revenue Certificates of Obligation, Series 2013 (the "Official Statement") referred
to):
1. The information included in the Official Statement under the following captions,
but for the most recently concluded fiscal year: Tables 1 through 6 and 8 through 19,
inclusive.
2. Appendix B to the Official Statement, "Excerpts from the Annual Financial
Report of the City of Richland Hills, Texas".
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the Annual Financial Report referred to above.