HomeMy WebLinkAboutOrdinance No. 2021-161
ORDINANCE NO.2021-16
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
FRIENDSWOOD, TEXAS GENERAL OBLIGATION
IMPROVEMENT AND REFUNDING BONDS, SERIES 2021;
LEVYING AN ANNUAL AD VALOREM TAX FOR THE
PAYMENT OF SAID BONDS; APPROVING AN OFFICIAL
STATEMENT; CALLING CERTAIN OUTSTANDING
OBLIGATIONS FOR REDEMPTION PRIOR TO MATURITY;
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 four 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, 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 $14,100,000 in
principal amount of voted authorization, and leaving an unissued balance from the Election of
$30,000,000 following the issuance of the Bonds, all as set forth below:
Election
Prop
Purpose
Bonds Bonds Remaining
Bonds Previously Being Bond
Approved Issued(') Issued(') Authorization
A Purpose of designing, constructing, improving, $2,00000 $2,000,000 $-0- $-0-
and expanding the Municipal Public Works
Facility located off of Blackhawk Boulevard in
the City
B Purpose of constructing, improving, renovating $9,10000 $-0- $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 1n the City
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F Purpose of constructing, acquiring and installing $41,000,000 $61000,000 $500,000 $30,000,000
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 $52,100,000 $8,00000 $14110000 $30001000
(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, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the Issuer to authorize, issue and deliver the aforesaid voted bonds in conjunction with
the issuance of the refunding bonds hereinafter authorized;
WHEREAS, certain previously issued and outstanding obligations of the Issuer described
in Schedule I attached hereto and incorporated herein (collectively, the "Refunded Bonds") are
intended to be and shall be refunded pursuant to this Ordinance;
WHEREAS, Chapter 1207 authorizes the Issuer to issue refunding bonds and to deposit
the proceeds from the sale thereof, together with any other available funds or resources, directly
with a paying agent for the Refunded Bonds or a trust company or commercial bank that does not
act as a depository for the Issuer and is named in these proceedings, and such deposit, if made
before the payment dates of the Refunded Bonds, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of the refunded Bonds;
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar
agreement with such paying agent for the Refunded Bonds or trust company or commercial bank
with respect to the safekeeping, investment, reinvestment, administration and disposition of any
such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company
or commercial bank may agree;
WHEREAS, The Bank of New York Mellon Trust Company, N.A., is the paying agent
for the Refunded Bonds, and the Paying Agent Deposit Agreement, between the Issuer and The
Bank of New York Mellon Trust Company, N.A., hereinafter authorized constitutes an agreement
of the kind authorized and permitted by Chapter 1207;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the
best interests of the Issuer to refund the Refunded Bonds in order to achieve a debt service savings,
and that such refunding will result in a present value debt service savings of approximately
$213,106.87 and an actual debt service savings $224,749.78 to the Issuer;
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WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity
within 20 years of the date of the Bonds hereinafter authorized;
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, including Chapter 1207, and Chapter
13 31, 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 5 51, 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 $16,235,000, with $3,050,000 in principal amount of the
Bonds to be issued for the purpose of refunding certain outstanding obligations of the Issuer
referenced in the preamble hereto and described in Schedule I hereto and with $13,185,000 in
principal amount 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 AND REFUNDING BOND, SERIES 2021," and initially there
shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons,
dated June 1, 2021, 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:
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Years of
Principal
Interest
Years of
Principal
Interest
Maturity
Amount
Rates
Maturity
Amount
Rates
2022
$1,01000
4.000%
2034
$5751000
3.000%
2023
66500
4.000
2035
59500
3.000
2024
70000
4.000
2036
61500
3.000
2025
73500
4.000
2037
63500
3.000
2026
77000
4.000
2038
65500
3.000
2027
18500
4.000
2039
67500
3.000
2028
19500
4.000
2040
70000
3.000
2029
200100
4.000
2041
46500
3.000
2030
21000
4.000
2042
47500
3.00
2031
220,000
4.000
2032
535,000
4.000
2051
4,86000
2.375
2033
56000
4.000
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.
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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
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) maybe 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 form set forth in the
FORM OF BOND.
(d) PayinggAgent/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.
(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
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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 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 Only System. 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
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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
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
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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- PRINCIPAL
UNITED STATES OF AMERICA
STATE OF TEXAS AMOUNT
CITY OF FRIENDSWOOD, TEXAS
GENERAL OBLIGATION
IMPROVEMENT AND REFUNDING BOND
SERIES 2021
Interest Date of Initial Maturity
Rate Delivery of Bonds Date CUSIP No.
June 3, 2021 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 3 60-day year of twelve 3 0-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 September 1, 2021 and semiannually on each March I and September I 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 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
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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 3 0 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 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 June l , 2021, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $16,235,000, to wit:
$3,050,000 for the public purpose of refunding certain outstanding obligations of the Issuer and
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$13 , 18 5 .000 to fund the construction and acquisition of permanent improvements approved by the
voters of the Issuer.
THE BONDS MATURING ON MARCH 1, 2051 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
3/1/2051
Principal
Year
Amount
2043
$4951)000
2044
50500
2045
51500
2046
53000
2047
54000
2048
55000
2049
56500
2050
57500
20510)
58500
(4inal maturity of Bond.
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.
IN ADDITION TO THE MANDATORY REDEMPTION PROVISIONS described
above, on March l , 2031, and on any date thereafter, the outstanding Bonds of this series that
mature on and after March 1, 2032 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.
12
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 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
Ord. No. 2021-16
13
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 terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor Pro-
Tem) and countersigned with the manual or facsimile signature of the City Secretary of the Issuer,
and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this
Bond.
(signature)
City Secretary
(SEAL)
Ord. No. 2021-16
(signature)
Mayor
14
(b) Form of Pang 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
By:
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.
Dated:
Ord. No. 2021-16
1�
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
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is 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 FRIENDS WOOD, 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:
Ord. No. 2021-16
16
Principal
Interest
Principal
Interest
Years
Installments
Rates
Years
Installments
Rates
2022
$L01000
4.000%
2034
$57500
3.000%
2023
66500
4.000
2035
59515000
3.000
2024
70000
4.000
2036
615,000
3.000
2025
73500
4.000
2037
63 5,000
3.000
2026
7701)000
4.000
2038
655,000
3.000
2027
18500
4.000
2039
67500
3.000
2028
19500
4.000
2040
70000
3.000
2029
20000
4.000
2041
465,000
3.000
2030
210,000
4.000
2042
475,000
3.00
2031
22000
4.000
2032
53500
4.000
2051
4,860,000
2.375
2033
56000
4.000
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 3 60-day year of twelve 3 0-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 September
1, 2021, and semiannually on each March 1 and September 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
Ord. No. 2021-16
17
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 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
Ord. No. 2021-16
18
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 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.
Ord. No. 2021-16
(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.
(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
Ord. No. 2021-16
zo
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
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 and in the calling and
administration of the Election 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.
Ord. No. 2021-16
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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;
(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 —
Ord. No. 2021-16
22
(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 maybe 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
Ord. No. 2021-16
23
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 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.
Ord. No. 2021-16
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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. and
Frost Bank (collectively, the "Underwriter") for the purchase price of $17,589,857.05
(representing the par amount of the Bonds of $16,235,000.00, plus a net aggregate original issue
premium of $1,451,455.30 (which is allocated $1,173,883.65 for the public improvement portion
of the Bonds and $277,571.65 for the refunding portion of the Bonds) and less an Underwriter's
discount on the Bonds of $96,598.25) 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 April 27, 2021, 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 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 $1,173,883.65, shall be applied as follows: the sum of
$78,450.75 shall be applied to pay a portion of the Underwriter's discount for the Bonds; the sum
of $83,993.46 shall be applied to pay a portion of the costs of issuance for the Bonds; the sum of
$961,439.44 shall be deposited to the Interest and Sinking Fund as a capitalized interest deposit and
used to pay a portion of the interest coming due on the Bonds on September 1, 2021; and the sum
of $915,,000.00, together with principal amount of $13,185,000.00 (for a total of $14,100,000.00),
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.
Ord. No. 2021-16
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(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.
(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.
Ord. No. 2021-16
26
(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 I5c2-12.
(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.
"Rule" means SEC Rule I5c2-12, 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
Ord. No. 2021-16
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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 2021. 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 Internet website or filed with the SEC.
(iii) Event Notices. The Issuer shall notify the MSRB, in a timely manner not in excess
often Business Days after the occurrence of the event, of any of the following events with respect
to the Bonds:
l . 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
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
Ord. No. 2021-16
28
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.
(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
Ord. No. 2021-16
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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.
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)
Ord. No. 2021-16
30
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 S 1 % 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 shall specifically consent
to and approve such amendment, the Issuer may adopt the amendment in substantially the same
form.
Ord. No. 2021-16
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(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. APPROVAL OF DEPOSIT AGREEMENT AND TRANSFER OF FUNDS.
The Mayor or the City Manager of the Issuer is hereby authorized and directed to execute and
deliver the Paying Agent Deposit Agreement with The Bank of New York Mellon Trust Company,
N.A., in substantially the form presented at this meeting. In addition, the Mayor, the City Manager
or the Director of Administrative Services of the Issuer is authorized to transfer and deposit cash
from available funds, in the amount of $27,753.00 to fund the account described in the Paying
Agent Deposit Agreement as the Issuer's contribution to the refunding of the Refunded Bonds.
Section 15. REDEMPTION OF REFUNDED BONDS.
(a) The Issuer hereby directs that certain of the Refunded Bonds be called for redemption
on the date and as set forth on Schedule I. Each of such Refunded Bonds shall be redeemed at the
redemption price of par plus accrued interest. The Issuer's Bond Counsel is hereby authorized and
directed to direct the paying agent/registrar for the Refunded Bonds to issue a Notice of Defeasance
and Redemption for the Refunded Bonds in the form required by the ordinance authorizing the
issuance of the Refunded Bonds.
(b) Upon receipt of such direction by the Issuer's Bond Counsel, the paying agent/registrar
for the Refunded Bonds is hereby directed to provide the appropriate notice of redemption and
defeasance as specified by the ordinance authorizing the issuance of the Refunded Bonds and is
hereby directed to make appropriate arrangements so that the Refunded Bonds may be redeemed
on their redemption date. The Refunded Bonds shall be presented for redemption at the paying
agent/registrar therefore, and shall not bear interest after the date fixed for redemption.
Ord. No. 2021-16
32
(c) The source of funds for payment of the principal of and interest on the Refunded Bonds
on their redemption date shall be from the funds deposited with the paying agent for the Refunded
Bonds, pursuant to the Paying Agent Deposit Agreement approved in Section 14 of this Ordinance.
Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds on
September 1, 2021, 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 17. 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 18. 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.
PASSED AND APPROVED this 3rd day of May, 2021.
Ord. No. 2021-16
J-�
C 0T-TI[:T1T TT T� T
SCHEDULE OF REFUNDED BONDS
Principal
Principal
Amount
Amount
Description Maturities
Outstanding
Refunded
General Obligation Refunding Bonds, Series
2012 03/01/2022
$91000
$91 0,000
03/01/2023
55500
55500
03/01/2024
58000
58000
03/01/2025
61000
610,000
03/01/2026
635,000
63500
Totals
$13 290A0
$3290,000
The Series 2012 Bonds shown above are called for redemption on June 9, 2021, at par plus accrued
interest.
Ord No. 2 021-16