HomeMy Public PortalAboutOrdinance No. 1482-23 09-11-2023 CERTIFICATE FOR ORDINANCE
We, the undersigned officers of the City of Richland Hills, Texas, hereby certify as follows:
1. The City Council of said City convened in regular meeting on the 11th day of
September, 2023, at the scheduled meeting place thereof, and the roll was called of
the duly constituted officers and members of said City Council, to-wit:
Edward Lopez, Mayor
G.W. Estep, Mayor Pro-Tem
Douglas Knowlton, Member
Travis Malone, Member
Theresa Bledsoe, Member
Javier Alvarez, Member
Roland Goveas, Member
Lindsay Rawlinson, City Secretary
and all of said persons were present except, Javier Alvarez, Member, thus constituting a
quorum. Whereupon, among other business, the following was transacted at said
meeting: a written Ordinance entitled
ORDINANCE PROVIDING FOR THE SALE AND ISSUANCE OF THE CITY OF
RICHLAND HILLS, TEXAS COMBINATION TAX AND WATERWORKS AND
SEWER SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES
2023; AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT.
was duly introduced for consideration and passage. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the
passage of said Ordinance, prevailed and carried by the following vote:
AYES: 6 NOES: 0 ABSTENTIONS: 0
2. A true, full and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this
Certificate; said Ordinance has been duly recorded in the official minutes of said City
Council; the above and foregoing paragraph is a true and correct excerpt from said
minutes of said meeting pertaining to the passage of said Ordinance; the persons
named in the above and foregoing paragraph, at the time of said meeting and the
passage of said Ordinance, were the duly chosen, qualified and acting members of
said City Council as indicated therein; each of said officers and member was duly and
sufficiently notified officially and personally in advance, of the time, place and purpose
of the aforesaid meeting and that said Ordinance would be introduced and considered
for passage at said meeting; and said meeting was open to the public, and public
notice of the time, place and purpose of said meeting was given, all as required by
Texas Government Code Chapter 551.
3. That the Mayor of said City has approved and hereby approves the aforesaid
Ordinance; that the Mayor and the City Secretary of said City have duly signed said
Ordinance; and that the Mayor and the City Secretary of said City hereby declare that
their signing of this Certificate shall constitute the signing of the attached and following
copy of said Ordinance for all purposes.
SIGNED AND SEALED THE 119" DAY OF SEPTEMBER, 2023.
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The Honorable Mayor Edwafd-E piez
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ORDINANCE NO.1482-23
ORDINANCE PROVIDING FOR THE SALE AND ISSUANCE OF THE
CITY OF RICHLAND HILLS, TEXAS, COMBINATION TAX AND
WATERWORKS AND SEWER SYSTEM REVENUE CERTIFICATES OF
OBLIGATION, SERIES 2023; AND ORDAINING OTHER MATTERS
RELATING TO THE SUBJECT
WHEREAS, the City Council of the City of Richland Hills, Texas (the "Issuer"),
deems it advisable to issue Certificates of Obligation in the amount and for the purposes
hereinafter set forth;
WHEREAS, the Certificates of Obligation hereinafter authorized and designated
are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271 , Texas
Local Government Code and Subchapter B, Chapter 1502, Texas Government Code;
WHEREAS, the City Council has heretofore passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue Certificates of Obligation,
and said notice has been both (i) duly posted in a prominent location on the Issuer's
website, and (ii) duly published in a newspaper of general circulation in said city, said
newspaper being a "newspaper" as defined in Section 2051.044, Texas Government
Code;
WHEREAS, the Issuer received no petition from the qualified electors of the Issuer
protesting the issuance of such Certificates of Obligation;
WHEREAS, it is considered to be in the best interest of the Issuer that said interest-
bearing Certificates of Obligation be issued to pay costs related to constructing,
improving, acquiring and equipping the public improvements described below;
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose
as any of the projects being financed with the proceeds of the Certificates of Obligation
was submitted to the voters of the Issuer during the preceding three years and failed to
be approved; and
WHEREAS, it is officially found, determined, and declared that the meeting at
which this Ordinance has been adopted was open to the public and public notice of the
time, place and subject matter of the public business to be considered and acted upon at
said meeting, including this Ordinance, was given, all as required by the applicable
provisions of Chapter 551, Texas Government Code; Now, Therefore
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF RICHLAND HILLS, TEXAS, THAT:
SECTION 1.
RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES.
The recitals set forth in the preamble hereof are incorporated herein and shall have
the same force and effect as if set forth in this Section. The Certificates of the Issuer are
hereby authorized to be issued and delivered in the aggregate principal amount of
$6,150,000 for paying all or a portion of the Issuer's contractual obligations incurred in
connection with (i) designing, equipping, and constructing streets, roads, sidewalks,
including related drainage, utility relocation, signalization, landscaping, lighting and
signage, and acquisition of land and rights of way therefor; (ii) designing, equipping, and
constructing improvements to the City's water and wastewater system; and (iv) legal,
fiscal and engineering fees in connection with such projects (collectively, the "Project").
SECTION 2.
DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES AND
INTEREST RATES OF CERTIFICATES.
Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF
RICHLAND HILLS, TEXAS, COMBINATION TAX AND WATERWORKS AND SEWER
SYSTEM REVENUE CERTIFICATE OF OBLIGATION, SERIES 2023" and initially there
shall be issued, sold, and delivered hereunder one fully registered Certificate, without
interest coupons, dated October 11, 2023, in the principal amount stated above and in
the denominations hereinafter stated, numbered T-1 (the "Initial Certificate"), with
Certificates issued in replacement thereof being in the denominations and principal
amounts hereinafter stated and numbered consecutively from R-1 upward, payable to the
respective Registered Owners thereof (with the Initial Certificate being made payable to
the initial purchaser as described in Section 10 hereof), or to the registered assignee or
assignees of said Certificates or any portion or portions thereof (in each case, the
"Registered Owner"), and said Certificates shall mature and be payable serially on August
15 in each of the years and in the principal amounts, respectively, and shall bear interest
from the dates set forth in the FORM OF CERTIFICATE set forth in Exhibit A of this
Ordinance to their respective dates of maturity or redemption prior to maturity at the rates
per annum, as set forth in the following schedule:
Years Principal Interest
(8/15) Amounts ($) Rates (%)
2024 185,000 5.000
2025 200,000 5.000
2026 215,000 5.000
2027 225,000 5.000
2028 230,000 5.000
2029 245,000 5.000
2030 255,000 5.000
2031 270,000 5.000
2032 285,000 5.000
2033 300,000 4.000
Ordinance No. 1478-23, Page 2 of 35
2034 315,000 4.000
2035 320,000 4.000
2036 340,000 4.000
2037 350,000 4.000
2038 365,000 4.000
2039 375,000 4.000
2040 395,000 4.000
2041 410,000 4.125
2043 870,000 4.125
The term "Certificates" as used in this Ordinance shall mean and include
collectively the certificates initially issued and delivered pursuant to this Ordinance and
all substitute certificates exchanged therefor, as well as all other substitute certificates
and replacement certificates issued pursuant hereto, and the term "Certificate" shall mean
any of the Certificates.
SECTION 3.
CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment of Paying Agent/Registrar. The Issuer hereby appoints U.S. Bank
Trust Company, National Association, Dallas, Texas, to serve as paying agent and
registrar for the Certificates (the "Paying Agent/Registrar"). Each of the Mayor and
the City Manager is authorized and directed to execute and deliver in the name
and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar.
(b) Registration. The Issuer shall keep or cause to be kept at the corporate trust office
of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange 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 registrations of transfers,
conversions and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such registrations, transfers, conversions and exchanges as herein provided within
three (3) days of presentation in due and proper form. The Paying Agent/Registrar
shall obtain and record in the Registration Books the address of the Registered
Owner of each Certificate to which payments with respect to the Certificates shall
be mailed, as herein provided; but it shall be the duty of each Registered Owner
to notify the Paying Agent/Registrar in writing of the address to which payments
shall be mailed, and such interest payments shall not be mailed unless such notice
has been given. The Issuer shall have the right to inspect the Registration Books
during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
Ordinance No. 1478-23, Page 3 of 35
charges for making such registration, transfer, conversion, exchange and delivery
of a substitute Certificate or Certificates. Registration of assignments, transfers,
conversions and exchanges of Certificates shall be made in the manner provided
and with the effect stated in the FORM OF CERTIFICATE attached as Exhibit A to
this Ordinance. Each substitute Certificate shall bear a letter and/or number to
distinguish it from each other Certificate.
(c) Exchange. The Paying Agent/Registrar promptly shall cancel all paid Certificates
and Certificates surrendered for conversion and exchange. No additional
ordinances, orders or resolutions need be passed or adopted by the governing
body of the Issuer or any other body or person so as to accomplish the foregoing
conversion and exchange 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 Subchapter D,
Chapter 1201, Texas Government Code, the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of said Certificate, the converted and exchanged Certificate
shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Certificates which initially were issued and delivered pursuant
to this Ordinance, approved by the Attorney General, and registered by the
Comptroller of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest
on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar
shall keep proper records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Certificates, and of all conversions and
exchanges of Certificates, and all replacements of Certificates, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been
received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the
Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first class postage prepaid, to the
address of each Registered Owner appearing on the Registration Books at the
close of business on the last business day next preceding the date of mailing of
such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this
Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be
entitled to treat and consider the person in whose name each Certificate is
registered in the Registration Books as the absolute owner of such Certificate for
the purpose of payment of principal and interest with respect to such Certificate,
for the purpose of registering transfers with respect to such Certificate, and for all
Ordinance No. 1478-23, Page 4 of 35
other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of
and interest on the Certificates only to or upon the order of the Registered Owners,
as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid
and effective to fully satisfy and discharge the Issuer's obligations with respect to
payment of principal of and interest on the Certificates to the extent of the sum or
sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Certificate evidencing the obligation of the
Issuer to make payments of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the Registered Owners that at
all times while the Certificates are outstanding the Issuer will provide a competent
and legally qualified bank, trust company, financial institution or other entity 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.
(g) Substitute Paying Agent/Registrar. The Issuer reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than one hundred-
twenty (120) days written notice to the Paying Agent/Registrar, to be effective not
later than sixty (60) days prior to the next principal or interest payment date after
such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank, trust company, financial institution,
or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any
change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along
with all other pertinent books and records relating to the Certificates, to the new
Paying Agent/Registrar designated and appointed by the Issuer. Upon any change
in the Paying Agent/Registrar, the Issuer promptly will cause a written notice
thereof to be sent by the new Paying Agent/Registrar to each Registered Owner,
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) Book-Entry Only System. The Certificates issued in exchange for the Initial
Certificate shall be initially issued in the form of a separate single fully registered
Certificate for each of the maturities thereof and the ownership of each such
Certificate shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"), and except as provided
in subsections (j) and (k) of this Section, all of the outstanding Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
Ordinance No. 1482-23, Page 5 of 35
(i) Blanket Letter of Representations. The previous execution and delivery of the
Blanket Letter of Representations with respect to obligations of the Issuer is hereby
ratified and confirmed; and the provisions thereof shall be fully applicable to the
Certificates. Notwithstanding anything to the contrary contained herein, while the
Certificates are subject to DTC's Book-Entry Only System and to the extent
permitted by law, the Letter of Representations is hereby incorporated herein and
its provisions shall prevail over any other provisions of this Ordinance in the event
of conflict.
(j) Certificates Registered in the Name of Cede & Co. With respect to Certificates
registered in the name of Cede & Co., as nominee of DTC, the Issuer and the
Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations on whose behalf DTC was created ("DTC Participant") to hold
securities to facilitate the clearance and settlement of securities transactions
among DTC Participants or to any person on behalf of whom such a DTC
Participant holds an interest in the Certificates. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any DTC Participant with respect to any ownership interest in the
Certificates, (ii) the delivery to any DTC Participant or any other person, other than
a Registered Owner of Certificates, as shown on the Registration Books, of any
notice with respect to the Certificates, or (iii) the payment to any DTC Participant
or any other person, other than a Registered Owner of Certificates, as shown in
the Registration Books of any amount with respect to principal of or interest on the
Certificates. Upon delivery by DTC to the Paying Agent/Registrar of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede
& Co., and subject to the provisions in this Ordinance with respect to interest
checks being mailed to the Registered Owner at the close of business on the
Record date, the words "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(k) Successor Securities Depository; Transfers Outside Book-Entry Only System. In
the event that the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the Issuer to
DTC or that it is in the best interest of the beneficial owners of the Certificates that
they be able to obtain certificated Certificates, the Issuer shall (i) appoint a
successor securities depository, qualified to act as such under Section 17A of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and
transfer one or more separate Certificates to such successor securities depository
or (ii) notify DTC and DTC Participants of the availability through DTC of
Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts. In such event, the Certificates
shall no longer be restricted to being registered in the Registration Books in the
name of Cede & Co., as nominee of DTC, but may be registered in the name of
Ordinance No. 1482-23, Page 6 of 35
the successor securities depository, or its nominee, or in whatever name or names
Registered Owners transferring or exchanging Certificates shall designate, in
accordance with the provisions of this Ordinance.
(I) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Certificate is registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to principal of and interest on such
Certificate and all notices with respect to such Certificate shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to
DTC.
(m)General Characteristics of the Certificates. The Certificates (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 and
shall be redeemed prior to their scheduled maturities, (iii) may be transferred and
assigned, (iv) may be converted and exchanged for other Certificates, (v) shall
have the characteristics, (vi) shall be signed, sealed, executed and authenticated,
(vii) the principal of and interest on the Certificates shall be payable, and (viii) shall
be administered and the Paying Agent/Registrar and the Issuer shall have certain
duties and responsibilities with respect to the Certificates, all as provided, and in
the manner and to the effect as required or indicated, in the FORM OF
CERTIFICATE set forth as Exhibit A to this Ordinance.
(n) Authentication. Except as provided below, no Certificate shall be valid or obligatory
for any purpose or be entitled to any security or benefit of this Ordinance unless
and until there appears thereon the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE substantially in the form provided in this
Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar.
It shall not be required that the same authorized representative of the Paying
Agent/Registrar sign the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE. In lieu of the executed PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, the Initial Certificate delivered on the closing
date shall have attached thereto the COMPTROLLER'S REGISTRATION
CERTIFICATE substantially in the form provided in this Ordinance, manually
executed by the Comptroller of Public Accounts of the State of Texas or by such
person's duly authorized agent, which certificate shall be evidence that the
Certificate initially issued and delivered has been duly approved by the Attorney
General of the State of Texas and that it is a valid and binding obligation of the
Issuer, and has been registered by the Comptroller. The Initial Certificate issued
and delivered pursuant to this Ordinance is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Certificate
issued in exchange for any Certificate issued under this Ordinance, the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the FORM OF CERTIFICATE set forth
Exhibit A to this Ordinance.
Ordinance No. 1482-23, Page 7 of 35
(o) Cancellation of Initial Certificate. On the closing date, the Initial Certificate
representing the entire principal amount of the Certificates, payable in stated
installments to the order of the initial purchaser of the Certificates or its designee,
executed by manual or facsimile signature of the Mayor and City Secretary,
approved by the Attorney General of Texas, and registered by manual or facsimile
signature by the Comptroller of Public Accounts of the State of Texas, will be
delivered to such purchaser or its designee. Upon payment for the Initial
Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and
deliver to DTC on behalf of such purchaser one registered definitive Certificate for
each year of maturity of the Certificates, in the aggregate principal amount of all of
the Certificates for such maturity, registered in the name of Cede & Co., as
nominee of DTC. To the extent that the Paying Agent/Registrar is eligible to
participate in DTC's FAST System, pursuant to an agreement between the Paying
Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive
Certificates in safekeeping for DTC.
SECTION 4.
FORM OF CERTIFICATES.
The form of the Certificates, including the form of PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, the form of ASSIGNMENT and the form of
COMPTROLLER'S REGISTRATION CERTIFICATE to be attached to the Certificates
initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as set forth in Exhibit A of this Ordinance, with such appropriate variations,
omissions or insertions as are permitted or required by this Ordinance.
SECTION 5.
INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established
and maintained by the Issuer as a separate fund or account and the funds therein
shall be deposited into and held in an account at an official depository bank of said
Issuer. Said Interest and Sinking Fund shall be accounted for separate and apart
from all other funds and accounts of said Issuer, and shall be used only for paying
the interest on and principal of said Certificates. All amounts received from the sale
of the Certificates as accrued interest shall be deposited upon receipt to the
Interest and Sinking Fund, and all ad valorem taxes levied and collected for and
on account of said Certificates shall be deposited, as collected, to the credit of said
Interest and Sinking Fund. During each year while any of said Certificates are
outstanding and unpaid, the governing body of said Issuer shall compute and
ascertain a rate and amount of ad valorem tax that will be sufficient to raise and
produce the money required to pay the interest on said Certificates as such interest
comes due, and to provide and maintain a sinking fund adequate to pay the
principal of said Certificates as such principal matures (but never less than 2% of
the original amount of said Certificates as a sinking fund each year); and said tax
shall be based on the latest approved tax rolls of said Issuer, with full allowances
Ordinance No. 1482-23, Page 8 of 35
being made for tax delinquencies and the cost of tax collection. Said rate and
amount of ad valorem tax is hereby levied, and is hereby ordered to be levied,
against all taxable property in said Issuer, for each year while any of said
Certificates are outstanding and unpaid, and said tax shall be assessed and
collected each such year and deposited to the credit of the aforesaid Interest and
Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the
interest on and principal of said Certificates, as such interest comes due and such
principal matures, are hereby pledged for such payment, within the limit prescribed
by law.
(b) The Certificates are additionally secured by a limited pledge (not to exceed $1,000)
of surplus revenues of the Issuer's waterworks and sewer system that remain after
the payment of all maintenance and operation expenses thereof, and all debt
service, reserve and other requirements in connection with all of the Issuer's
revenue obligations (now or hereafter outstanding) that are secured by a lien on
all or any part of the net revenues of the Issuer's waterworks and sewer system,
constituting "Surplus Revenues". The Issuer shall deposit such Surplus Revenues
to the credit of the Interest and Sinking Fund created pursuant to subsection (a) of
this section, to the extent necessary to pay the principal of and interest on the
Certificates. Notwithstanding the requirements of subsection (a) of this section, if
Surplus Revenues or other lawfully available moneys of the Issuer are actually on
deposit in the Interest and Sinking Fund in advance of the time when ad valorem
taxes are scheduled to be levied for any year, then the amount of taxes that
otherwise would have been required to be levied pursuant to subsection (a) of this
Section may be reduced to the extent and by the amount of the Surplus Revenues
or other lawfully available funds then on deposit in the Interest and Sinking Fund.
(c) Chapter 1208, Texas Government Code, applies to the issuance of the Certificates
and the pledge of the taxes and Surplus Revenues granted by the Issuer under
this Section, and is therefore valid, effective, and perfected. Should Texas law be
amended at any time while the Certificates are outstanding and unpaid, the result
of such amendment being that the pledge of the taxes and Surplus Revenues
granted by the Issuer under this Section, is to be subject to the filing requirements
of Chapter 9, Texas Business & Commerce Code, in order to preserve to the
Registered Owners a security interest in said pledge, the Issuer agrees to take
such measures as it determines are reasonable and necessary under Texas law
to comply with the applicable provisions of Chapter 9, Texas Business &
Commerce Code and enable a filing of a security interest in said pledge to occur.
SECTION 6.
DEFEASANCE OF CERTIFICATES.
(a) Any Certificate 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 (d) of this Section, when payment of
the principal of such Certificate, plus interest thereon to the due date (whether such
Ordinance No. 1482-23, Page 9 of 35
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 ensure the availability, without reinvestment, of sufficient
money to provide for such payment, and when proper arrangements have been
made by the Issuer with the Paying Agent/Registrar for the payment of its services
until all Defeased Certificates shall have become due and payable. At such time
as a Certificate shall be deemed to be a Defeased Certificate hereunder, as
aforesaid, such Certificate and the interest thereon shall no longer be secured by,
payable from, or entitled to the benefits of, the ad valorem taxes herein levied and
pledged or the limited pledge of Surplus Revenues as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or
Defeasance Securities, and thereafter the Issuer will have no further responsibility
with respect to amounts available to such paying agent (or other financial institution
permitted by applicable law) for the payment of such Defeased Certificates,
including any insufficiency therein caused by the failure of such paying agent (or
other financial institution permitted by applicable law) to receive payment when
due on the 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 6(a)(i) or (ii) of this Section shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment
arrangements, the Issuer expressly reserves the right to call the Defeased
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) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Issuer be invested in Defeasance Securities, maturing in the
amounts and times as hereinbefore set forth, and all income from such
Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Certificates and interest thereon, with respect to which such
money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which
the money and/or Defeasance Securities are held for the payment of 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 6(a)(i)
or (ii) of this Section. All income from such Defeasance Securities which is not
required for the payment of the Defeased Certificates, with respect to which such
Ordinance No.. 1482-23, Page 10 of 35
money has been so deposited, shall be remitted to the Issuer or deposited as
directed in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire, or otherwise
discharge obligations such as the Certificates.
(d) Until all Defeased Certificates shall have 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 Issuer
shall make proper arrangements to provide and pay for such services as required
by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount
of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to
be selected, such amount of Certificates by such random method as it deems fair
and appropriate.
SECTION 7.
DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged,
mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be
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 by the Registered
Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or
destruction of a Certificate, the Registered Owner applying for a replacement
certificate shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft or
destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to
the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or
destruction of such Certificate, as the case may be. In every case of damage or
mutilation of a Certificate, the Registered Owner 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
that is then continuing in the payment of the principal of, redemption premium, if
any, or interest on the Certificate, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated
Ordinance No. 1482-23, Page 11 of 35
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 Issuer whether or not 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 Section
1206.022, Texas Government Code, this Section 7 of this Ordinance shall
constitute authority for the issuance of any such replacement certificate without
necessity of further action by the governing body of the Issuer or any other body
or person, and the duty of the replacement of such certificates is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such Certificates in the form and manner and with
the effect, as provided in Section 3 of this Ordinance for Certificates issued in
conversion and exchange for other Certificates.
SECTION 8.
CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer 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 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 of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually, by facsimile, electronically or
otherwise, 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 Certificate. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
printed on the Certificates issued and delivered under this Ordinance, but neither
shall have any legal effect, and shall be solely for the convenience and information
of the Registered Owners. In addition, if bond insurance is obtained, the
Certificates may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificates is
subject to the initial purchaser being furnished with the final, approving opinion of
Ordinance No. 1482-23, Page 12 of 35
McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall
be dated as of and delivered on the date of initial delivery of the Certificates to the
initial purchaser. The engagement of such firm as bond counsel to the Issuer in
connection with issuance, sale and delivery of the Certificates is hereby approved
and confirmed.
SECTION 9.
COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain
from any action that would adversely affect, the treatment of the Certificates as
obligations described in section 103 of the Internal Revenue Code of 1986, as
amended (the "Code"), the interest on which is not includable in the "gross income"
of the Registered Owner for purposes of federal income taxation. In furtherance
thereof, the Issuer covenants as follows:
1) to take any action to assure that no more than ten percent (10%) of the
proceeds of the Certificates (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 ten percent (10%) of the proceeds or the projects financed
therewith are so used, such amounts, whether or not received by the Issuer,
with respect to such private business use, do not, under the terms of this
Ordinance or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than ten percent (10%) of the debt service on
the Certificates, in contravention of section 141(b)(2) of the Code;
2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds five percent (5%) 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 five percent (5%) is
used for a "private business use" that is "related" and not "disproportionate,"
within the meaning of section 141(b)(3) of the Code, to the governmental use;
3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or five percent (5%) 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;
4) to refrain from taking any action that would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141(b)
of the Code;
5) 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;
Ordinance No. 1482-23, Page 13 of 35
6) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) that
produces a materially higher yield over the term of the Certificates, other than
investment property acquired with —
A. proceeds of the Certificates invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the Certificates
are issued,
B. amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the rules and regulations of the United States
Department of the Treasury (the "Treasury Regulations"), and
C. amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent (10%) of the
proceeds of the Certificates;
7) 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);
8) to refrain from using proceeds of the Certificates or the proceeds of any prior
bonds to pay debt service on another issue more than ninety (90) days after
the issuance of the Certificates in contravention of section 149(d) of the Code
(relating to advance refundings);
9) to pay to the United States of America at least once during each five-year period
(beginning on the delivery date of the Certificates) an amount that is at least
equal to ninety percent (90%) 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, one hundred
percent (100%) of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code;
10)to file or cause to be filed with the Secretary of the Treasury, not later than the
fifteenth (15th) day of the second calendar month after the close of the calendar
quarter in which the Certificates are issued, an information statement
concerning the Certificates, all under and in accordance with section 149(e) of
the Code and the applicable Treasury Regulations promulgated thereunder;
and
11)to assure that the proceeds of the Certificates will be used solely for new money
projects.
Ordinance No. 1482-23, Page 14 of 35
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), a
"Rebate Fund" is hereby established by the Issuer for the sole benefit of the United
States of America, and such Fund shall not be subject to the claim of any other
person, including without limitation the Registered Owner. The Rebate Fund is
established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the
Issuer understands that the term "proceeds" includes "disposition proceeds" as
defined in the Treasury Regulations. It is the understanding of the Issuer that the
covenants contained herein are intended to assure compliance with the Code and
the Treasury Regulations. In the event that regulations or rulings are hereafter
promulgated that modify or expand provisions of the Code, as applicable to the
Certificates, the Issuer will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion of nationally
recognized bond counsel, will not adversely affect the exemption from federal
income taxation of interest on the Certificates under section 103 of the Code. In
the event that regulations or rulings are hereafter promulgated that impose
additional requirements applicable to the Certificates, the Issuer agrees to comply
with the additional requirements to the extent necessary, in the opinion of
nationally recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Certificates under section 103 of the Code. In
furtherance of such intention, the Issuer hereby authorizes and directs the Mayor
or the City Manager of the Issuer to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the Issuer, that may
be permitted by the Code as are consistent with the purpose for the issuance of
the Certificates.
(d) Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants
to account for the expenditure of sale proceeds and investment earnings to be
used for the construction and acquisition of the Project on its books and records
by allocating proceeds to expenditures within eighteen (18) months of the later of
the date that (1) the expenditure is made, or (2) the Project is completed. The
foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the
Certificates or investment earnings thereon more than sixty (60) days after the
earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date
the Certificates are retired, unless the Issuer obtains an opinion of nationally-
recognized bond counsel that such expenditure will not adversely affect the status,
for federal income tax purposes, of the Certificates or the interest thereon. 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.
(e) Disposition of Project. The Issuer covenants that the property constituting the
Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the Issuer of cash or other compensation, unless any action taken in
connection with such disposition will not adversely affect the tax-exempt status of
the Certificates. For purpose of the foregoing, the Issuer may rely on an opinion of
Ordinance No. 1482-23, Page 15 of 35
nationally-recognized bond counsel that the action taken in connection with such
sale or other disposition will not adversely affect the tax-exempt status of the
Certificates. For purposes of the foregoing, the portion of the property comprising
personal property and disposed in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes
hereof, the Issuer shall not be obligated to comply with this covenant if it obtains
an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
(f) Qualified Tax-Exempt Obligations. The Certificates are hereby designated as
"qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In
furtherance of such designation, the Issuer represents, covenants and warrants
the following: (a) that during the calendar year in which the Certificates are issued,
the Issuer (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" being issued; (b) that
the Issuer reasonably anticipates that the amount of tax-exempt obligations issued,
during the calendar year in which the Certificates are issued, by the Issuer (or any
subordinate entities) will not exceed $10,000,000; and, (c) that the Issuer will take
such action or refrain from such action as necessary, and as more particularly set
forth in this Section 15 in order that the Certificates will not be considered "private
activity bonds" within the meaning of section 141 of the Code.
SECTION 10.
SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) That the Certificates are hereby sold and shall be delivered to BOK Financial
Securities, Inc. (the "Purchaser"), for the purchase price of $6,278,040.41
(representing the par amount of the Certificates of$6,150,000.00, plus a aggregate
net original issue premium of $195,052.90 (premium to be applied as set forth in
Section 16), and less an underwriting discount of $67,012.49) pursuant to the
terms and provisions of an Official Notice of Sale and Official Bid Form, in
substantially the form presented at this meeting, which the Mayor is hereby
authorized to execute and deliver. The Initial Certificate shall be delivered to the
Purchaser, and the Purchaser shall have the right to exchange the Initial Certificate
as provided in Section 3 hereof without cost. The Initial Certificate shall be
registered in the name of the Purchaser or the Purchaser's nominee.
(b) It is hereby officially found, determined and declared that the Certificates have
been sold in a public sale to the Purchaser, after receiving sealed bids pursuant to
an Official Notice of Sale and Official Bid Form. Before being awarded the winning
bid, the Purchaser certified to the City in the Official Bid Form that either it filed the
disclosure form required under Section 2252.908, Texas Government Code, or
that it is exempt from the disclosure form filing requirements of the Texas Ethics
Commission pursuant to Section 2252.908(c)(4), Texas Government Code. The
Ordinance No. 1482-23, Page 16 of 35
sale of the Certificates to the Purchaser was 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.
(c) The City Council hereby approves the form and content of the Official Statement
relating to the Certificates and any addenda, supplement or amendment thereto
(the "Official Statement"), and approves the distribution of such Official Statement
in the reoffering of the Certificates by the Purchaser in final form, with such
changes therein or additions thereto as the officer executing the same may deem
advisable, such determination to be conclusively evidenced by his execution
thereof. The distribution and use of the Preliminary Official Statement prior to the
date hereof is hereby ratified and confirmed. The City Council also hereby
approves the form and content of both the Official Notice of Sale and the Official
Bid Form, and hereby ratifies and confirms the use of the Notice of Sale and Official
Bid Form for the solicitation of bids on the Certificates prior to the date hereof.
(d) The Mayor, City Manager, City Secretary and Finance Director, 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 of the Issuer all other such
documents, certificates and instruments, whether or not herein mentioned, as may
be necessary or desirable in order to carry out the terms and provisions of this
Ordinance, the Certificates, the sale of the Certificates and the Official Statement.
In case any officer whose signature shall appear on any Certificate shall cease to
be such officer before the delivery of such Certificate, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had
remained in office until such delivery.
SECTION 11.
INVESTMENT AND SECURITY OF FUNDS.
(a) Interest earnings derived from the investment of proceeds from the sale of the
Certificates shall be used along with other certificate proceeds for the Project;
provided that after completion of such purpose, 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
certificate proceeds that are required to be rebated to the United States of America
pursuant to Section 9 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.
(b) The Issuer may invest proceeds of the Certificates (including investment earnings
thereon) and amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government
Code, as amended; provided, however, that the Issuer hereby covenants that the
Ordinance No. 1482-23, Page 17 of 35
proceeds of the sale of the Certificates will be used as soon as practicable for the
purposes for which the Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest
extent required by law for the security of public funds
SECTION 12.
CONSTRUCTION FUND.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the
Issuer a separate fund to be entitled the "Series 2023 Certificates of Obligation
Construction Fund" for use by the Issuer for payment of all lawful costs associated
with the acquisition and construction of the Project as hereinbefore provided. Upon
payment of all such costs, any moneys remaining on deposit in said Fund shall be
transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest
and Sinking Fund shall be used in the manner described in Section 5 of this
Ordinance.
SECTION 13.
COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
i. The Issuer shall provide annually to the MSRB, in an electronic format as
prescribed by the MSRB, within six (6) months after the end of each fiscal
year ending in or after 2023, financial information and operating data with
respect to the Issuer of the general type included in the final Official
Statement under Tables numbered 1 through 6 and 8 through 15. The
Issuer will additionally provide audited financial statements when and if
available, and in any event, within twelve (12) months after the end of each
fiscal year ending in or after 2023. If the audit of such financial statements
is not complete within twelve (12) months after any such fiscal year end,
then the Issuer will file unaudited financial statements within such twelve
(12) month period and audited financial statements for the applicable fiscal
year, when and if the audit report on such statements becomes available.
Any financial statements so to be provided shall be prepared in accordance
with the accounting principles described in Appendix B to the Official
Statement, or such other accounting principles as the Issuer may be
required to employ from time to time pursuant to state law or regulation.
Ordinance No. 1482-23, Page 18 of 35
ii. If the Issuer 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 Issuer 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 that is available to the public on the MSRB's internet website
or filed with the SEC. All documents provided to the MSRB pursuant to this
Section shall be accompanied by identifying information as prescribed by
the MSRB.
(c) Event Notices.
i. The Issuer shall notify the MSRB in an electronic format as prescribed by
the MSRB, in a timely manner (but not in excess of ten (10) 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;
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 Issuer;
13.The consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, 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;
14.Appointment of a successor trustee or change in the name of the trustee, if
material;
15. Incurrence of a financial obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of any
such financial obligation of the Issuer, any of which affect security holders, if
material; and
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of any such financial obligation of the Issuer, any of
which reflect financial difficulties.
Ordinance No. 1482-23, Page 19 of 35
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 Issuer
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 Issuer, or if jurisdiction has been assumed by leaving
the existing City Council and officials or officers of the Issuer 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 Issuer. For the purposes of the above describe event notices 15 and 16, the term
"financial obligation" means a (i) debt obligation, (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation, or (iii) a guarantee of (i) or (ii); provided however, that a "financial
obligation" shall not include municipal securities as to which a final official statement (as
defined in the Rule) has been provided to the MSRB consistent with the Rule.
ii. The Issuer shall notify the MSRB, in a timely manner, of any failure by the
Issuer to provide financial information or operating data in accordance with
subsection (b) of this Section by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
i. The Issuer shall be obligated to observe and perform the covenants
specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Certificates within the
meaning of the Rule, except that the Issuer 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 Issuer
undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide
pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of
the Issuer'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 Issuer 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.
Ordinance No. 1482-23, Page 20 of 35
iii. UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE
OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
ISSUER, 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 Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under this Ordinance for
purposes of any other provision of this Ordinance. Nothing in this Section is
intended or shall act to disclaim, waive, or otherwise limit the duties of the
Issuer under federal and state securities laws.
v. Should the Rule be amended to obligate the Issuer to make filings with or
provide notices to entities other than the MSRB, the Issuer hereby agrees
to undertake such obligation with respect to the Certificates in accordance
with the Rule as amended. The provisions of this Section may be amended
by the Issuer 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 Issuer, 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 qualified
person that is unaffiliated with the Issuer (such as nationally recognized
bond counsel) determined that such amendment will not materially impair
the interest of the Registered Owners and beneficial owners of the
Certificates. The Issuer may also amend or repeal the provisions of this
continuing disclosure agreement if the SEC amends or repeals the
applicable provision of the Rule or a court of final jurisdiction enters
judgment that such provisions of the Rule are invalid, but only if and to the
extent that the provisions of this sentence would not prevent an underwriter
from lawfully purchasing or selling Certificates in the primary offering of the
Certificates. If the Issuer so amends the provisions of this Section, it shall
include with any amended financial information or operating data next
provided in accordance with subsection (b) of this Section an explanation,
in narrative form, of the reason for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
Ordinance No. 1482-23, Page 21 of 35
SECTION 14.
METHOD OF AMENDMENT.
The Issuer hereby reserves the right to amend this Ordinance subject to the
following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of any Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this
Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance
that does not materially adversely affect the interests of the Registered Owners,
(ii) grant additional rights or security for the benefit of the Registered Owners, (iii)
add events of default as shall not be inconsistent with the provisions of this
Ordinance and that shall not materially adversely affect the interests of the
Registered Owners, (iv) qualify this Ordinance under the Trust Indenture Act of
1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or(v) make such other provisions in regard to matters or questions arising
under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of nationally recognized bond counsel
materially adversely affect the interests of the Registered Owners.
(b) Except as provided in paragraph (a) above, the Registered Owners of Certificates
aggregating in principal amount 51% of the aggregate principal amount of then
outstanding Certificates that are the subject of a proposed amendment shall have
the right from time to time to approve any amendment hereto that may be deemed
necessary or desirable by the Issuer; provided, however, that without the consent
of 100% of the Registered Owners in aggregate principal amount of the then
outstanding Certificates, nothing herein contained shall permit or be construed to
permit amendment of the terms and conditions of this Ordinance or in any of the
Certificates so as to:
1. Make any change in the maturity of any of the outstanding Certificates;
2. Reduce the rate of interest borne by any of the outstanding Certificates;
3. Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Certificates;
4. Modify the terms of payment of principal or of interest or redemption premium
on outstanding Certificates or any of them or impose any condition with respect
to such payment; or
5. Change the minimum percentage of the principal amount of any series of
Certificates necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section,
the Issuer shall send by U.S. mail to each Registered Owner of the affected
Certificates a copy of the proposed amendment Such notice shall briefly set forth
the nature of the proposed amendment and shall state that a copy thereof is on file
at the office of the Issuer for inspection by all Registered Owners of such
Certificates.
Ordinance No. 1482-23, Page 22 of 35
(d) Whenever at any time within one year from the date of mailing of such notice the
Issuer shall receive an instrument or instruments executed by the Registered
Owner of at least 51% in aggregate principal amount of all of the Certificates then
outstanding that are required for the amendment, which instrument or instruments
shall refer to the proposed amendment and shall specifically consent to and
approve such amendment, the Issuer may adopt the amendment in substantially
the same form.
(e) Upon the adoption of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in
accordance with such amendatory Ordinance, and the respective rights, duties,
and obligations of the Issuer and all Registered Owners of such affected
Certificates shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the Registered Owner of a Certificate pursuant to the
provisions of this Section shall be irrevocable for a period of six (6) months from
the date of such consent, and shall be conclusive and binding upon all future
Registered Owners of the same Certificate during such period. Such consent may
be revoked at any time after six (6) months from the date of such consent by the
Registered Owner who gave such consent, or by a successor in title, by filing notice
with the Issuer, but such revocation shall not be effective if the Registered Owners
of 51% in aggregate principal amount of the affected Certificates then outstanding,
have, prior to the attempted revocation, consented to and approved the
amendment.
(g) For the purposes of establishing ownership of the Certificates, the Issuer shall rely
solely upon the registration of the ownership of such Certificates on the registration
books kept by the Paying Agent/Registrar.
SECTION 15.
DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
i. the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; or
ii. default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely
affects the rights of the Registered Owners, 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 Issuer.
Ordinance No. 1482-23, Page 23 of 35
(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 Issuer 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 or employees of the Issuer or the City Council.
SECTION 16.
PREMIUM
The Certificates are being sold at an aggregate premium equal to $555,627.40.
With respect to such premium attributable to the Certificates, $185,627.40 shall be used
to pay costs of issuance (including underwriter's discount and bond insurance premium).
Ordinance No. 1482-23, Page 24 of 35
SECTION 17.
APPROPRIATION
To pay the debt service coming due on the Certificates prior to receipt of the taxes
levied to pay such debt service, if any, there is hereby appropriated from current funds on
hand, which are hereby certified to be on hand and available for such purpose, an amount
sufficient to pay such debt service, and such amount shall be used for no other purpose.
SECTION 18.
NO PERSONAL LIABILITY
No recourse shall be had for payment of the principal of or interest on any
Certificates or for any claim based thereon, or on this Ordinance, against any official or
employee of the Issuer or any person executing any Certificate.
SECTION 19.
SEVERABILITY
If any section, article, paragraph, sentence, clause, phrase or word in this
Ordinance, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the
validity of the remaining portion of this Ordinance, despite such invalidity, which remaining
portions shall remain in full force and effect.
SECTION 20.
EFFECTIVE DATE
In accordance with the provisions of Government Code, Section 1201.028, this
Ordinance shall be effective immediately upon its adoption by the City Council.
Ordinance No. 1482-23, Page 25 of 35
APPROVED AND ADOPTED at a regular meeting of the Richland Hills City
Council on September 11, 2023, by a vote of ) ayes, -`� nays, and _ )
abstentions.
APPROVED: ATTEST:
7C-eq/.1,41--K/ ,da The Honorable or Ewa,r' opez LindsayRaw son City Secretary
' YILLS .
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V
1./. El
),4*Altee'
Ordinance No. 1478-23, Page 26 of 35
EXHIBIT A
(a) Form of Certificate.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF RICHLAND HILLS, TEXAS
COMBINATION TAX AND WATERWORKS AND SEWER SYSTYEM REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2023
INTEREST DELIVERY MATURITY CUSIP NO.
RATE DATE DATE
August 15,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF RICHLAND HILLS, TEXAS, in Tarrant County, Texas (the "Issuer"),
being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "Registered Owner"), on the Maturity Date specified above, the
Principal Amount specified above. The Issuer promises to pay interest on the unpaid
principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day
months) from the Delivery Date specified above at the Interest Rate per annum specified
above. Interest is payable on February 15, 2024 and semiannually on each August 15
and February 15 thereafter to the Maturity Date specified above, or the date of redemption
prior to maturity; except, if this Certificate is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such Principal
Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall
bear interest from such next following interest payment date; provided, however, that if
on the date of authentication hereof the interest on the Certificate or Certificates, if any,
for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful
money of the United States of America, without exchange or collection charges. The
principal of this Certificate shall be paid to the Registered Owner hereof upon presentation
and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior
to maturity, at the principal corporate trust office of U.S. Bank Trust Company, National
Ordinance No. 1478-23, Page 27 of 35
EXHIBIT A
(a) Form of Certificate.
NO. R- PRINCIPAL
UNITED STATES OF AMERICA
STATE OF TEXAS AMOUNT
CITY OF RICHLAND HILLS, TEXAS
COMBINATION TAX AND WATERWORKS AND SEWER SYSTYEM REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2023
INTEREST DELIVERY MATURITY CUSIP NO.
RATE DATE DATE
August 15,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF RICHLAND HILLS, TEXAS, in Tarrant County, Texas (the "Issuer"),
being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "Registered Owner"), on the Maturity Date specified above, the
Principal Amount specified above. The Issuer promises to pay interest on the unpaid
principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day
months) from the Delivery Date specified above at the Interest Rate per annum specified
above. Interest is payable on February 15, 2024 and semiannually on each August 15
and February 15 thereafter to the Maturity Date specified above, or the date of redemption
prior to maturity; except, if this Certificate is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such Principal
Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall
bear interest from such next following interest payment date; provided, however, that if
on the date of authentication hereof the interest on the Certificate or Certificates, if any,
for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful
money of the United States of America, without exchange or collection charges. The
principal of this Certificate shall be paid to the Registered Owner hereof upon presentation
and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior
to maturity, at the principal corporate trust office of U.S. Bank Trust Company, National
Ordinance No. 1482-23, Page 27 of 35
Association, Dallas, Texas, 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 or draft, dated as of
such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the ordinance authorizing the issuance of this
Certificate (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying
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 at the close
of business 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. In addition, interest may be paid by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered
Owner. In the event of a non-payment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid,
to the address of each owner of a Certificate appearing on the Registration Books at the
close of business on the last business day next preceding the date of mailing of such
notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this
Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon
presentation and surrender of this Certificate for redemption and payment at the principal
corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the
Registered Owner of this Certificate that on or before each principal payment date 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 Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Certificates, when due.
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 principal corporate trust office of the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which
banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated October 11, 2023,
authorized in accordance with the Constitution and laws of the State of Texas in the
principal amount of $6,150,000 for paying all or a portion of the Issuer's contractual
obligations incurred in connection with (i) designing, equipping, and constructing streets,
Ordinance No. 1482-23, Page 28 of 35
roads, sidewalks, including related drainage, utility relocation, signalization, landscaping,
lighting and signage, and acquisition of land and rights of way therefor; (ii) designing,
equipping, and constructing improvements to the City's water and wastewater system;
and (iii) the payment of fiscal, engineering, and legal fees incurred in connection
therewith.
ON AUGUST 15, 2032, or on any date thereafter, the Certificates of this series
may be redeemed prior to their scheduled maturities, at the option of the Issuer, with
funds derived from any available and lawful source, as a whole, or in part, and, if in part,
the particular Certificates, or portions thereof, to be redeemed shall be selected and
designated by the Issuer (provided that a portion of a Certificate may be redeemed only
in an integral multiple of $5,000), at a redemption price equal to the principal amount to
be redeemed plus accrued interest to the date fixed for redemption.
THE CERTIFICATES SCHEDULED TO MATURE on August 15, 2043 (the "Term
Certificates") are subject to scheduled mandatory redemption by the Paying
Agent/Registrar by lot, or by any other customary method that results in a random
selection, at a price equal to the principal amount thereof, plus accrued interest to the
redemption date, out of moneys available for such purpose in the interest and sinking
fund for the Certificates, on dates and in the respective principal amounts, set forth in the
following schedule:
Term Certificates due August 15, 2043:
Mandatory Redemption Date: 8/15/2042 Principal Amount: $425,000
Mandatory Redemption Date: 2=8/15/2043* Principal Amount: $445,000
* Stated Maturity
The principal amount of Term Certificates of a stated maturity required to be redeemed
on any mandatory redemption date pursuant to the operation of the mandatory sinking
fund redemption provisions shall be reduced, at the option of the Issuer, by the principal
amount of any Term Certificates of the same maturity which, at least forty-five (45) days
prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price
not exceeding the principal amount of such Term Certificates plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2)
shall have been purchased and canceled by the Paying Agent/Registrar at the request of
the Issuer at a price not exceeding the principal amount of such Term Certificates plus
accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the
optional redemption provisions and not theretofore credited against a mandatory
redemption requirement.
AT LEAST THIRTY (30) days prior to the date fixed for any redemption of
Certificates or portions thereof prior to maturity a written notice of such redemption shall
be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid,
at least thirty (30) days prior to the date fixed for any such redemption, to the Registered
Ordinance No. 1482-23, Page 29 of 35
Owner of each Certificate to be redeemed at its address as it appeared on the business
day prior to the mailing of such redemption notice; provided, however, that the failure of
the Registered Owner to receive such notice, or any defect therein or in the sending or
mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Certificate. By the date fixed for any such redemption due provision
shall be made with the Paying Agent/Registrar for the payment of the required redemption
price for the Certificates or portions thereof that are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided
above, the Certificates or portions thereof that are to be so redeemed thereby
automatically shall be treated as redeemed prior to their scheduled maturities, and they
shall not bear interest after the date fixed for redemption, and they shall not be regarded
as being outstanding except for the right of the Registered Owner to receive the
redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. 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 such redemption required by this Ordinance have been
met and moneys sufficient to pay the principal of and premium, if any, and interest on the
Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior
to the giving of such notice of redemption, such notice shall state that said redemption
may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites
and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
such redemption, or upon any prerequisite set forth in such notice of redemption. If a
notice of conditional redemption is given and such prerequisites to the redemption and
sufficient moneys are not received, such notice shall be of no force and effect, the Issuer
shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Certificates
have not been redeemed.
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 Ordinance, this Certificate may, at the request of the
Registered Owner or the assignee or assignees hereof, be assigned, transferred,
converted into 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 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 for cancellation, all in accordance with the form
and procedures set forth in the Ordinance. Among other requirements for such
assignment and transfer, this Certificate must be presented and surrendered to the
Ordinance No. 1482-23, Page 30 of 35
Paying Agent/Registrar, together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this 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 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 Paying Agent/Registrar's reasonable standard or customary fees
and charges for assigning, transferring, converting and exchanging any Certificate or
portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such
assignment, transfer, conversion or exchange, as a condition precedent to the exercise
of such privilege. The Paying Agent/Registrar shall not be required to make any such
transfer, conversion, or exchange (i) during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next
following principal or interest payment date, or (ii) with respect to any Certificate or any
portion thereof called for redemption prior to maturity, within forty-five (45) days prior to
its redemption date.
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
Ordinance that it promptly will appoint a competent and legally qualified substitute
therefor, and cause written notice thereof to be mailed to the Registered Owners.
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; 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, and have been pledged for such payment, within the limit
prescribed by law, and that this Certificate is additionally secured by and payable from a
limited pledge (not to exceed $1,000) of the Surplus Revenues of the Issuer's waterworks
and sewer system remaining after payment of all operation and maintenance expenses
thereof, and all debt service, reserve and other requirements in connection with all of the
Issuer's revenue obligations (now or hereafter outstanding) that are payable from all or
part of said revenues, all as provided in the Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owners of a majority in aggregate principal amount of the
outstanding Certificates.
Ordinance No. 1482-23, Page 31 of 35
BY BECOMING the Registered Owner of this Certificate, the Registered Owner
thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be
bound by such terms and provisions, acknowledges that the Ordinance is duly recorded
and available for inspection in the official minutes and records of the governing body of
the Issuer, and agrees that the terms and provisions of this Certificate and the Ordinance
constitute a contract between each Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with
the manual or facsimile signature of the Mayor of the Issuer and countersigned with the
manual or facsimile signature of the City Secretary of said Issuer, and has caused the
official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate.
(signature) (signature)
City Secretary Mayor
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of
the Ordinance described in the text of this Certificate; and that this Certificate has been
issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a
portion of a certificate or certificates of a series that originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
Dated:
U.S. Bank Trust Company, National
Association
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
Ordinance No. 1482-23, Page 32 of 35
I Form of Assignment.
ASSIGNMENT
(Please type or print clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints
, attorney, to register the transfer of
the within Certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must
by an eligible guarantor institution correspond with the name of the
participating in a securities transfer Registered Owner as it appears upon the
association recognized signature front of this Certificate in every particular,
guarantee program. without alteration or enlargement or any
change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that there is on file and of record in my office a true and correct
copy of the opinion of the Attorney General of the State of Texas approving this Certificate
and that this Certificate has been registered this day by me.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Ordinance No. 1482-23, Page 33 of 35
I Initial Certificate Insertions.
(B) The Initial Certificate shall be in the form set forth is paragraph (a) of this
Section, except that:
B. immediately under the name of the Certificate, the headings
"Interest Rate" and "Maturity Date" shall both be completed with
the words "As shown below" and "CUSIP No. " shall be
deleted.
B. the first paragraph shall be deleted and the following will be
inserted:
"THE CITY OF RICHLAND HILLS, TEXAS, in Tarrant County, Texas (the "Issuer"), being
a political subdivision and municipal corporation of the State of Texas, hereby promises
to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on August 15 in each of the years, in the principal installments
and bearing interest at the per annum rates set forth in the following schedule:
Years Principal Interest
(8/15) Installment ($) Rates (%)
2024 185,000 5.000
2025 200,000 5.000
2026 215,000 5.000
2027 225,000 5.000
2028 230,000 5.000
2029 245,000 5.000
2030 255,000 5.000
2031 270,000 5.000
2032 285,000 5.000
2033 300,000 4.000
2034 315,000 4.000
2035 320,000 4.000
2036 340,000 4.000
2037 350,000 4.000
2038 365,000 4.000
2039 375,000 4.000
2040 395,000 4.000
2041 410,000 4.125
2043 870,000 4.125
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on
the basis of a 360-day year of twelve 30-day months) from the Delivery Date specified
above at the respective Interest Rate per annum specified above. Interest is payable on
Ordinance No. 1482-23, Page 34 of 35
February 15, 2024, and semiannually on each August 15 and February 15 thereafter to
the date of payment of the principal installment specified above, or the date of redemption
prior to maturity; except, that if this Certificate is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), such Principal
Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall
bear interest from such next following interest payment date; provided, however, that if
on the date of authentication hereof the interest on the Certificate or Certificates, if any,
for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full."
C. The Initial Certificate shall be numbered "T-1."
Ordinance No. 1482-23, Page 35 of 35