HomeMy WebLinkAboutOrdinance No. 2023-17ORDINANCE NO.2023-17
OF THE CITY OF FRIENDSWOOD, TEXAS
AUTHORIZING THE ISSUANCE OF
CITY OF FRIENDSWOOD, TEXAS
GENERAL OBLIGATION
IMPROVEMENT BONDS
SERIES 2023
TABLE OF CONTENTS
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS.......................................2
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES AND INTEREST RATES OF BONDS.....................................................3
Section 3. CHARACTERISTICS OF THE BONDS.....................................................................4
Section4. FORM OF BONDS.......................................................................................................8
Section 5. INTEREST AND SINKING FUND...........................................................................15
Section 6. DEFEASANCE OF BONDS.......................................................................................16
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS ...........17
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT
INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND
COUNSEL; ATTORNEY GENERAL REVIEW FEE.....................................................18
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS..............................................................................................................................19
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT;
INTEREST EARNINGS ON BOND PROCEEDS; USE OF ACCRUED
INTEREST AND PREMIUM RECEIVED FROM SALE OF BONDS;
FURTHERPROCEDURES..............................................................................................22
Section 11. DEFAULT AND REMEDIES..................................................................................23
Section 12. COMPLIANCE WITH RULE 15c2-12....................................................................24
Section 13. METHOD OF AMENDMENT.................................................................................28
Section14. RESERVED...............................................................................................................29
Section 15. APPROPRIATION....................................................................................................29
Section16. SEVERABILITY.......................................................................................................29
Section 17. EFFECTIVE DATE...................................................................................................29
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ORDINANCE NO. 2023-
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF FRIENDSWOOD, TEXAS
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2023; LEVYING AN
ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS; APPROVING
AN OFFICIAL STATEMENT AND PAYING AGENT/REGISTRAR AGREEMENT;
APPROVING ENGAGEMENT OF BOND COUNSEL; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTIES OF GALVESTON AND HARRIS
CITY OF FRIENDSWOOD
WHEREAS, at an election in the City of Friendswood, Texas (the "Issuer") held on
November 5, 2019 (the "Election"), the voters of the Issuer approved the issuance of tax bonds
by the Issuer in three propositions totaling $52,100,000; and
WHEREAS, in the issuance of the Issuer's General Obligation Improvement and
Refunding Bonds, Series 2020, the Issuer used $8,000,000 of the voted authorization from the
Election, as shown in the table below, leaving an unissued balance of $44,100,000 from the
Election following the issuance of the Series 2020 Bonds; and
WHEREAS, in the issuance of the Issuer's General Obligation Improvement and
Refunding Bonds, Series 2021, the Issuer used $14,100,000 of the voted authorization from the
Election, as shown in the table below, leaving an unissued balance of $30,000,000 from the
Election following the issuance of the Series 2021 Bonds; and
WHEREAS, the City Council of the Issuer (the "City Council") deems it necessary and
advisable to authorize, issue and deliver a portion of the bonds authorized hereby (the "Bonds"),
using the amounts shown below from each of the approved Propositions, aggregating
$30,000,000 in principal amount of voted authorization, and leaving an unissued balance from
the Election of $0 following the issuance of the Bonds, all as set forth below:
Bonds Bonds Remaining
Election Bonds Previously Being Bond
Prop. Pumose AAporoved Issued('[ Issued0) Authorization
A Purpose of designing, constructing, improving, $2,000,000 $2,000,000 $-0-
and expanding the Municipal Public Works
Facility located off of Blackhawk Boulevard in
the City.
B Purpose of constructing, improving, renovating $9,100,000 $9,100,000 $-0-
and equipping public safety facilities for the
fire and police departments, consisting of the
municipal public safety building and a new fire
station and training field to replace fire station
number 2 in the City.
Purpose of constructing, acquiring and
installing stormwater drainage and flood
control improvements along Clear Creek
throughout the corporate limits of the City,
including dredging, channel improvements and
related infrastructure and utility relocation and
the acquisition of land and interests in land
necessary for said improvements.
Totals
$41,000,000 $11,000,000 $30,000,000
$-0-
$-0-
$0
$52,100,000 $22,100,000 $30,000,000 $0
(1) Includes premium being deposited to the construction fund in connection with prior and current issues, thereby using the
amounts of voted authorization shown.
WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and
delivered pursuant to the general laws of the State of Texas, Chapter 1331, Texas Government
Code, as amended; 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, as amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FRIENDSWOOD, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. 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 Bonds of the Issuer are hereby authorized to be issued and
delivered in the aggregate principal amount of $29,775,000, to be issued to construct and acquire
the public improvements described in the preambles hereto, and to pay the costs incurred in
connection with the issuance of the Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES AND INTEREST RATES OF BONDS. Each Bond issued pursuant to this
Ordinance shall be designated: "CITY OF FRIENDSWOOD, TEXAS, GENERAL
OBLIGATION IMPROVEMENT BOND, SERIES 2023," and initially there shall be issued,
sold, and delivered hereunder one fully registered bond, without interest coupons, dated August
1, 2023, in the principal amount stated above and in the denominations hereinafter stated,
numbered T-1, with bonds issued in replacement thereof being in the denominations and
principal amounts hereinafter stated and numbered consecutively from R-1 upward, payable to
the respective Registered Owners thereof (with the initial bond being made payable to the initial
purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said
bonds or any portion or portions thereof (in each case, the 'Registered Owner"), and said bonds
shall mature and be payable serially on March 1 in each of the years and in the principal
amounts, respectively, and shall bear interest from the dates set forth in the FORM OF BOND
set forth in Section 4 of this Ordinance to their respective dates of maturity or redemption prior
to maturity at the rates per annum, as set forth in the following schedule:
Years of
Principal
Interest
Years of
Principal
Interest
Maturity
Amount ($)
Rates (%)
Maturity
Amount ($)
Rates (%)
2025
265,000
5.000
2037
1,035,000
5.000
2026
295,000
5.000
2038
1,080,000
4.000
2027
270,000
5.000
***
2028
280,000
5.000
2041
3,375,000
4.125
2029
300,000
5.000
***
2030
315,000
5.000
2044
3,530,000
4.250
2031
325,000
5.000
***
2032
955,000
5.000
2048
5,485,000
4.375
2033
1,005,000
5.000
***
2034
1,055,000
5.000
2053
8,115,000
4.375
2035
1,110,000
5.000
2036
980,000
5.000
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Section 3. CHARACTERISTICS OF THE BONDS.
(a) Registration, Transfer. Conversion and Exchange. The Issuer shall keep or cause to
be kept at the designated corporate trust office of The Bank of New York Mellon Trust
Company, N.A., in Dallas, Texas (the "Paying Agent/Registrar"), books or records for the
registration of the transfer, conversion and exchange of the Bonds (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. The Paying Agent/Registrar shall obtain and record in the Registration
Books the address of the registered owner of each Bond to which payments with respect to the
Bonds 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
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds
shall be made in the manner provided and with the effect stated in the FORM OF BOND set
forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it
from each other Bond.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds
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 Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of
customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the
duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall
be valid, incontestable, and enforceable in the same manner and with the same effect as the
Bonds that initially were issued and delivered pursuant to this Ordinance, approved by the
Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Bonds 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 Bonds,
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 Bonds, and of
all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
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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 past due interest
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.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption
date), (iii) may be converted and exchanged for other Bonds, (iv) may be transferred and
assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) the principal of and interest on the Bonds 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 Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially
issued and delivered pursuant to this Ordinance is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of
and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar
shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in
the forth set forth in the FORM OF BOND.
(d) Paving Agent/Registrar for the Bonds. The Issuer covenants with the registered
owners of the Bonds that at all times while the Bonds 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 Bonds under this Ordinance, and
that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 50 days written notice to the
Paying Agent/Registrar, to be effective not later than 45 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 entity 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 Bonds, 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 of the Bonds, 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.
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(e) Authentication. Except as provided below, no Bond 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 Certificate of Paying Agent/Registrar 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
Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of
Paying Agent/Registrar described above, the Initial Bond 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 his duly authorized agent, which certificate shall be evidence that the Initial Bond 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.
(f) Book -Entry Only System. The Bonds issued in exchange for the Bond initially
issued to the initial purchaser specified herein shall be initially issued in the form of a separate
single fully registered Bond for each of the maturities thereof. Upon initial issuance, the
ownership of each such Bond 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
subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds 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 Bonds. 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 Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Bonds 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 Bonds to the extent of the sum or sums so paid. No person other
than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing
C9
the obligation of the Issuer to make payments of principal and interest pursuant to this
Ordinance. 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.
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 Bonds.
(g) Successor Securities Depository, Transfers Outside Book -Entry OnlySvstem. In
the event that the Issuer determines that DTC is incapable of discharging its responsibilities
described herein and in the representations letter of the Issuer to DTC or that it is in the best
interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, 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
Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds 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 the successor securities depository, or its
nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds
shall designate, in accordance with the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the representations
letter of the Issuer to DTC.
(i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the purchaser designated
in the Section 10 hereof or its designee, executed by manual or facsimile signature of the Mayor
(or in the absence thereof, by the Mayor Pro-tem) and City Secretary of the Issuer, approved by
the Attorney General of Texas, and registered and signed manually, by facsimile, electronically
or otherwise 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 Bond, the Comptroller or the
Paying Agent/Registrar (whichever entity has custody of the initial Bond) shall cancel the initial
Bond. Thereupon, the Paying Agent/Registrar shall deliver to DTC on behalf of such purchaser
one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all of the Bonds for such maturity.
0) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met
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and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds 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 conditional notice of 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 Bonds and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially as follows, with such appropriate variations, omissions or insertions as
are permitted or required by this Ordinance.
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF FRIENDSWOOD, TEXAS
GENERAL OBLIGATION
IMPROVEMENT BOND. SERIES 2023
Interest Date of Initial Delivery Maturity
Rate of Bonds Date CUSIP No.
August 8, 2023 March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, the City of Friendswood, in Galveston
and Harris Counties, 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 Date of Initial Delivery of Bonds set forth above at the Interest Rate per annum
specified above. Interest is payable on March 1, 2024 and semiannually on each September 1
and March 1 thereafter to the Maturity Date specified above, or the date of redemption prior to
maturity; except, if this Bond is required to be authenticated and the date of its authentication is
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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
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at
maturity, or upon the date fixed for its redemption prior to maturity, at the designated corporate
trust office of The Bank of New York Mellon Trust Company, N.A., in Dallas, Texas, which is
the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made
by the Paying Agent/Registrar to the registered owner hereof 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 Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment
date, to the registered owner hereof, at its address as it appeared on the fifteenth 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 30 days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each owner of a Bond 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 Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Bond for redemption and payment at the designated corporate trust office of the
Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or
before each principal payment date, interest payment date, and accrued interest payment date for
this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
designated corporate trust office of the Paying Agent/Registrar is located are authorized by law
0
or executive order to close, then the date for such payment shall be the next succeeding day that
is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized
to close; and payment on such date shall have the same force and effect as if made on the
original date payment was due.
THIS BOND is one of a series of Bonds dated August 1, 2023, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $29,775,000 to
fund the construction and acquisition of permanent improvements approved by the voters of the
Issuer.
THE BONDS MATURING ON MARCH 1 IN THE YEARS 2041, 2044, 2048 and
2053, are subject to mandatory redemption prior to maturity in part at random, by lot or other
customary method selected by the Paying Agent/Registrar, at par plus accrued interest to the
redemption date, in amounts sufficient to redeem said Bonds on March 1 in the years and
principal amounts shown on the following schedule. Such Bonds shall be redeemed with funds
from the "Interest and Sinking Fund" created by the Bond Order and shall be redeemed by the
Paying Agent/Registrar in part prior to maturity with funds from the Interest and Sinking Fund,
for the principal amount thereof and accrued interest to the date of redemption, and without
premium, on each of the aforesaid dates, in the principal amounts, respectively, as set forth in the
following schedule:
Bonds Maturing
Bonds Maturing
3/l/2041
3/l/2044
Principal
Year
Year Principal Amount
Amount
2039 1,120,000
2042 $1,130,000
2040 1,170,000
2043 1,175,000
20410) 1,085,000 2044111 1,225,000
WFinal maturity of Bond.
Bonds Maturing Bonds
3/l/2048 Maturing 3/l/2053
Year Principal Amount Year Principal Amount
2045 $1,280,000
2046 1,340,000
2047 1,400,000
20480) 1,465,000
2049
$1,525,000
2050
1,600,000
2051
1,595,000
2052
1,660,000
20530)
1,735,000
The principal amount of the Bonds required to be redeemed pursuant to the operation of such
mandatory sinking fund shall be reduced by the principal amount of any Bonds that, at least 45
days prior to the mandatory sinking fund redemption date, shall have been (1) purchased by the
Issuer and delivered to the Paying Agent/Registrar for redemption or (2) redeemed pursuant to
the optional redemption provision described below and delivered to the Paying Agent/Registrar
for cancellation.
IU,
IN ADDITION TO THE MANDATORY REDEMPTION PROVISIONS described
above, on March 1, 2033, and on any date thereafter, the outstanding Bonds of this series that
mature on and after March 1, 2034 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 Bonds, or portions thereof, to be redeemed shall be selected
and designated by the Issuer (provided that a portion of a Bond 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.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds 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 to the registered owner of each
Bond to be redeemed at its address as it appeared on the registration books of the Paying
Agent/Registrar at the close of business on the business day next preceding the date of mailing
such 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 Bond. 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 Bonds 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 Bonds 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 Bond shall be
redeemed, a substitute Bond or Bonds 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 Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Ordinance, this Bond 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 Bonds, 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 Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth
in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any
integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be registered. The form of Assignment printed or
11
endorsed on this Bond may be executed by the registered owner to evidence the assignment
hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or
portions hereof from time to time by the registered owner. The Paying Agent/Registrar's
reasonable standard or customary fees and charges for assigning, transferring, converting and
exchanging any Bond 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 Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been pledged for such payment, within the
limit prescribed by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
registered owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terns and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor
Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of the
Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile,
on this Bond.
(signature) (signature)
12
City Secretary
(SEAL)
Mayor
(b) Form of Paving Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds 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:
(c) Form of Assignment.
The Bank of New York Mellon Trust Company,
N.A.
Dallas, Texas
Paying Agent/Registrar
Un
Authorized Representative
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee:
Please print or typewrite name and address, including zip code of Transferee:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
13
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating
in a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Texas
(COMPTROLLER'S SEAL)
(e) Initial Bond Insertions.
Comptroller of Public Accounts of the State of
(i) The initial Bond shall be in the form set forth in paragraph (a) of this Section,
except that:
A. immediately under the name of the Bond, 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 FRIENDSWOOD, TEXAS, in Galveston and Harris Counties, 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 March 1 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule:
14
Principal Interest
Years Installments Rates
Principal Interest
Years Installments Rates
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 Date of Initial Delivery of Bonds
shown above at the respective Interest Rate per annum specified above. Interest is payable on
March 1, 2024 and semiannually on each September 1 and March 1 thereafter to the date of
payment of the principal installment specified above, or the date of redemption prior to maturity;
except, that if this Bond 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
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and
maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking
Fund shall be kept separate and apart from all other funds and accounts of said Issuer and shall
be used only for paying the interest on and principal of said Bonds. All amounts received from
the sale of the Bonds 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 Bonds
shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each
year while any of said Bonds 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 Bonds as such interest comes due, and to
15
provide and maintain a sinking fund adequate to pay the principal of said Bonds as such principal
matures (but never less than 2% of the original amount of said Bonds as a sinking fund each
year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full
allowances being made for tax delinquencies and the cost of tax collection. Said rate and
amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable
property in said Issuer, for each year while any of said Bonds 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 Bonds, as such interest comes due and such
principal matures, are hereby pledged for such payment, within the limit prescribed by law.
Notwithstanding the requirements of this subsection, if lawfully available moneys of the Issuer
are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem
taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have
been required to be levied pursuant to this Section may be reduced to the extent and by the
amount of the lawfully available funds then on deposit in the Interest and Sinking Fund.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the
pledge of the taxes granted by the Issuer under this Section, and is therefore valid, effective, and
perfected. Should Texas law be amended at any time while the Bonds are outstanding and
unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer
under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce
Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge,
the Issuer agrees to take such measures as it determines are reasonable and necessary under
Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code
and enable a filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise)
either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii)
shall have been provided for on or before such due date by irrevocably depositing with or
making available to the Paying Agent/Registrar in accordance with an escrow agreement or other
instrument (the "Future Escrow Agreement') for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements
have been made by the Issuer with the Paying Agent/Registrar for the payment of its services
until all Defeased Bonds shall have become due and payable, 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 bonds,
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. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
"M
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or
entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this
Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it
is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section
shall not be irrevocable, provided that: (1) in the proceedings providing for such payment
arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption;
(2) gives notice of the reservation of that right to the owners of the Defeased Bonds 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 Bonds 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 Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the
payment of the Defeased Bonds, with respect to which such money has been so deposited, shall
be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds
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
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such
amount of Bonds by such random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
17
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered
owner applying for a replacement Bond shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or
destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the
case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred that is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Bond, the
Issuer may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or
indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed
shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of
any such replacement Bond without necessity of further action by the governing body of the
Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL; ATTORNEY
GENERAL REVIEW FEE.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially
issued and delivered hereunder and all necessary records and proceedings pertaining to the
Bonds pending their delivery and their investigation, examination, and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
State of Texas. Upon registration of the Bonds said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
18
Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's
Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on
the Bonds 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 of the Bonds. In
addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by
the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to
the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst &
Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on
the date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as
bond counsel to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby
approved and confirmed. The execution and delivery of an engagement letter between the
Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such
form as may be approved by the Mayor or the City Manager, and the Mayor or the City Manager
is hereby authorized to execute such engagement letter.
(c) In accordance with the provisions of Section 1202.004, Tex. Gov't Code Ann., in
connection with the submission of the Bonds by the Attorney General of Texas for review and
approval, a statutory fee (an amount equal to 0.1% principal amount of the Bond, subject to a
minimum of $750 and a maximum of $9,500) is required to be paid to the Attorney General upon
the submission of the transcript of proceedings for the Bonds. The Issuer hereby authorizes and
directs that a check, wire transfer or other form of payment acceptable to the Attorney General,
and in the amount of the Attorney General filing fee for the Bonds, be promptly provided for
payment to the Attorney General in connection with his review of the Bonds.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds 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 holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the Issuer, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
19
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds
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 Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with:
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding Bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior
Bonds to pay debt service on another issue more than 90 days after the date of issue of
the Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the 'Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (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 Bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The Issuer understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds or bonds expended prior to the date of
issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein
are intended to assure compliance with the Code and any regulations or rulings promulgated by
the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings
are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated
which impose additional requirements which are applicable to the Bonds, the Issuer agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally
recognized bond counsel, to preserve the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby
authorizes and directs the Mayor or City Manager to execute any documents, Bonds or reports
required by the Code and to make such elections, on behalf of the Issuer, which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(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 purposes described in Section 1 of this Ordinance (the "Project") on its books and records in
accordance with the requirements of the Internal Revenue Code. The Issuer recognizes that in
order for the proceeds to be considered used for the reimbursement of costs, the proceeds must
be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is
made, or (2) the Project is completed; but in no event later than three years after the date on
which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes
that in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the earlier of (1) the fifth
anniversary of the delivery of the Bond, or (2) the date the Bond is retired. The Issuer agrees to
obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with
the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of
the Bond. For purposes hereof, the issuer shall not be obligated to comply with this covenant if
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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 financed with the
proceeds of the Bonds in accordance with the Election, as described in the recitals to this
Ordinance will not be sold or otherwise disposed of 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 Bonds. For purpose of the foregoing, the
Issuer may rely on an opinion of 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 Bonds. 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) Reimbursement. This Ordinance is intended to satisfy the official intent
requirements set forth in section 1.150-2 of the Treasury Regulations.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT;
INTEREST EARNINGS ON BOND PROCEEDS; USE OF ACCRUED INTEREST AND
PREMIUM RECEIVED FROM SALE OF BONDS; FURTHER PROCEDURES.
(a) The Bonds are hereby sold, and shall be delivered to SAMCO Capital Markets, Inc.,
Crews & Associates and Cabrera Capital Markets, LLC (collectively, the "Underwriter") for the
purchase price of $30,130,039.80 (representing the par amount of the Bonds of $29,775,000,
plus a net aggregate original issue premium of $541,133.55 and less an Underwriter's discount
on the Bonds of $186,093.75) pursuant to the terms and provisions of a Purchase Agreement
with the Underwriter, which the Mayor or the City Manager is hereby authorized to sign on
behalf of the Issuer. It is hereby officially found, determined, and declared that the Bonds have
been sold pursuant to the terms and provisions of a Purchase Agreement in substantially the form
presented at this meeting, which the Mayor of the Issuer is hereby authorized and directed to
execute. It is hereby officially found, determined, and declared that the terms of this sale are the
most advantageous reasonably obtainable. The Initial Bond shall be registered in the name of
SAMCO Capital Markets, Inc. or its designee.
(b) The Issuer hereby approves the form and content of the Official Statement relating
to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution
of such Official Statement in the reoffering of the Bonds by the Underwriters 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 posted and disseminated July 3, 2023, prior to the date
hereof is hereby ratified and confirmed.
(c) Interest earnings derived from the proceeds deposited to the Issuer's construction
fund shall be retained therein and used for the purpose of constructing the Project, provided that
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after the completion of the Project, any amounts remaining therein shall be deposited to the
Interest and Sinking Fund for the Bonds. It is further provided, however, that any interest
earnings on bond proceeds that are required to be rebated to the United States of America
pursuant to Section 9 hereof in order to prevent the Bonds from being arbitrage bonds shall be so
rebated and not considered as interest earnings for the purposes of this Section.
(d) The net premium received from the sale of the Bonds issued to fund costs of projects
approved at the Election, being the sum of $541,133.55, shall be applied as follows: the sum of
$186,093.75 shall be applied to pay a portion of the Underwriter's discount for the Bonds; the
sum of $130,039.80 shall be applied to pay a portion of the costs of issuance for the Bonds; and
the sum of $225,000 together with principal amount of $29,775,000 (for a total of
$30,000,000.00), shall be deposited to a construction account and used for the purposes approved
by the voters at the Election, as provided in the preambles hereof.
(e) The Mayor and Mayor Pro-Tem, the City Manager, the Director of Administrative
Services and the City Secretary and all other officers, employees and agents of the Issuer, and
each of them, shall be and they are hereby expressly authorized, empowered and directed from
time to time and at any time to do and perform all such acts and things and to execute,
acknowledge and deliver in the name and on behalf of the Issuer a Paying Agent/Registrar
Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Ordinance, the Bonds, the sale of the Bonds and the Official Statement. In case any officer
whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as
if such officer had remained in office until such delivery.
Section 11. 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 Bonds
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 of the Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Ordinance, and the continuation thereof for
a period of 60 days after notice of such default is given by any Registered Owner to the
Issuer.
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(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 Bonds 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 Bonds 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 Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or
councilmembers of the Issuer.
Section 12. COMPLIANCE WITH RULE 15c2-12.
(i) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or
planned debt obligation; or (c) guarantee of a debt obligation or any such derivative
instrument; provided that "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.
"MSRB" means the Municipal Securities Rulemaking Council.
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"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(ii) Annual Reports. (A) The Issuer shall provide annually to the MSRB, in the
electronic format prescribed by the MSRB, financial information and operating data with respect
to the Issuer of the general type of included in the final Official Statement under the headings
"INVESTMENT AUTHORITY AND INVESTMENT OBJECTIVES OF THE CITY: Current
Investments," "CITY TAX DEBT," "TAX DATA" (except under the subheading "Estimated
Overlapping Taxes") and "SELECTED FINANCIAL DATA" (the "Annual Operating Report").
The Issuer will additionally provide financial statements of the Issuer (the "Financial
Statements"), that will be (A) prepared in accordance with the accounting principles described in
the notes to the financial statements that are attached to the Official Statement as Appendix B, or
such other accounting principles as the Issuer may be required to employ from time to time
pursuant to state law or regulation, and shall be in substantially the form included in the final
Official Statement and (B) audited, if the Issuer commissions an audit of such Financial
Statements and the audit is completed within the period during which they must be provided.
The Issuer will update and provide the Annual Operating Report within six months after the end
of each fiscal year and the Financial Statements within 12 months of the end of each fiscal year,
in each case beginning with the fiscal year ending in and after 2023. The Issuer may provide the
Financial Statements earlier, including at the time it provides its Annual Operating Report, but if
the audit of such Financial Statements is not complete within 12 months after any such fiscal
year end, then the Issuer shall file unaudited Financial Statements within such 12-month period
and audited Financial Statements for the applicable fiscal year, when and if the audit report on
such Financial Statements becomes available.
(B) 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 documents
available to the public on the MSRB's intemet website or filed with the SEC.
(iii) Event Notices. The Issuer shall notify the MSRB, in a timely manner not in excess
of ten Business Days after the occurrence of the event, of any of the following events with
respect to the Bonds:
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
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5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, 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 Paying Agent/Registrar or change in the name of the
Paying Agent/Registrar, 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 a
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 a Financial Obligation of the Issuer, any of
which reflect financial difficulties.
For these purposes, any event described in the immediately preceding paragraph (iii)12 is
considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such
jurisdiction has been assumed by leaving the existing governing body 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.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide the Annual Operating Report or Financial Statements in accordance with subsection (ii)
of this Section by the time required by subsection (ii).
(iv) Limitations, Disclaimers, and Amendments. (A) 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 Bonds 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 the Bonds no longer to be outstanding.
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(B) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The
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 Bonds at any future date.
(C) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND 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.
(D) No default by the Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under the Ordinance for purposes of any other
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive,
or otherwise limit the duties of the Issuer under federal and state securities laws.
(E) 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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the 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 Bonds consent to such amendment or (b) a 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 Bonds. 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. 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
Bonds in the primary offering of the Bonds.
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Section 13. 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 holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)
cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the holders, (ii) grant additional rights or security for the benefit of the
holders, (iii) add events of default as shall not be inconsistent with the provisions of this
Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify
this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions
of federal laws from time to time in effect, or (v) make such other provisions in regard to matters
or questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely
affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Bonds 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 holders in aggregate principal amount of the then
outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment
of the terms and conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds 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
Bonds 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 deliver or cause to be delivered to each Registered Owner of the affected Bonds a
copy of the proposed amendment.
(d) Whenever at any time within one year from the date of giving of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51% in
aggregate principal amount of all of the Bonds then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that
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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
holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section and shall be conclusive and binding upon all future holders of the
same Bond during such period. Such consent may be revoked at any time after six months from
the date of the publication of said notice by the holder 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 holders of
51% in aggregate principal amount of the affected Bonds then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon
the registration of the ownership of such Bonds on the registration books kept by the Paying
Agent/Registrar.
Section 14. RESERVED.
Section 15. APPROPRIATION. To pay the debt service coming due on the Bonds on
September 1, 2023, prior to receipt of the taxes levied to pay such debt service, 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, together with proceeds of the
Bonds directed by the Ordinance to be deposited to the Interest and Sinking Fund, and such
amount shall be used for no other purpose.
Section 16. 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 17. EFFECTIVE DATE. In accordance with the provisions of Texas
Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its
adoption by the City Council.
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PASSED, APPROVED and ADOPTED by the affirmative vote of the City Council of the
City of Friendswood on this the I0°i day of July, 2023.
A EST:
LETICIA BRYSCH, City ecretary
APPROVED AS TO FORM:
EN L. HORNER, City Attorney
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