1241 ORDINANCE NO. 1241
AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021";
specifying the terms and features of said bonds; levying a continuing direct
annual ad valorem tax for the payment of said bonds; providing for the
redemption of certain outstanding obligations of the City; and resolving
other matters incident and related to the issuance, sale, payment and
delivery of said bonds, including the approval and execution of a Paying
Agent/Registrar Agreement and a Purchase Letter; and providing an
effective date.
WHEREAS, the City Council (the "Council") of the City of Southlake, Texas (the "City")
has heretofore issued, sold, and delivered, and there are currently outstanding obligations of the
following issues or series (collectively, the "Refunded Obligations"), to wit:
(1) "City of Southlake, Texas Tax and Waterworks and Sewer System (Limited
Pledge) Revenue Certificates of Obligation, Series 2011B," dated May 15, 2011,
scheduled to mature on February 15 in each of the years 2022 through 2031 inclusive,
and aggregating in the principal amount of $1,975,000; and
(2) "City of Southlake, Texas Tax and Waterworks and Sewer System (Limited
Pledge) Revenue Certificates of Obligation, Series 2011C", dated May 15, 2011,
scheduled to mature on February 15 in each of the years 2022 through 2031, inclusive
and aggregating in the principal amount of$1,930,000;
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as
amended, the Council is authorized to issue refunding bonds and deposit the proceeds of sale
directly with the place of payment for the Refunded Obligations, or other authorized depository,
and such deposit, when made in accordance with said statute, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded
Obligations; and
WHEREAS, the Council hereby finds and determines that the Refunded Obligations
should be refunded at this time, and such refunding will result in the City saving approximately
$531,125.39 in debt service payments on such indebtedness and further provide a net present
value savings of approximately $508,227.99; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $4,024,000 to be designated and bear the title "CITY OF SOUTHLAKE,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021" (hereinafter referred to
as the "Bonds"), for the purpose of providing funds for the discharge and final payment of certain
outstanding obligations of the City (identified in the preamble hereof and referred to as the
"Refunded Obligations") and to pay costs of issuance, in accordance with the Constitution and
laws of the State of Texas, including Texas Government Code, Chapter 1207, as amended.
SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations-
Stated Maturity - Interest Rate. The Bonds shall be issued as fully registered obligations only,
shall be dated May 1, 2021 (the "Bond Date"), shall be in denominations of $100,000 or any
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integral multiple of $1,000 in excess thereof, and shall become due and payable on February 15,
2031 (the "Stated Maturity").
The Bonds shall bear interest on the unpaid principal amounts from the date of initial
delivery of the Bonds at the rate of 1.210% per annum (calculated on the basis of a 360-day year
of twelve 30-day months). Interest on the Bonds shall be payable on August 15 and February 15
in each year, commencing August 15, 2021, until maturity or prior redemption.
SECTION 3: Terms of Payment - Paving Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity or otherwise, shall be
payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and
the payment thereof shall be in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts, and shall be without
exchange or collection charges to the Holders.
The selection and appointment of First National Bank Texas, Killeen, Texas to serve as
Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register")
shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as
provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement," substantially in the form attached hereto as Exhibit A, and such reasonable rules
and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor or Mayor
Pro Tern and City Secretary are authorized to execute and deliver such Paying Agent/Registrar
Agreement in connection with the delivery of the Bonds. The City covenants to maintain and
provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any
successor Paying Agent/Registrar shall be a commercial bank, trust company, financial institution
or other entity qualified and authorized to serve in such capacity and perform the duties and
services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the
Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by
first class United States mail, postage prepaid, which notice shall also give the address of the
new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds, shall be payable at the Stated Maturities
thereof only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its
designated offices, initially in Killeen, Texas, or, with respect to a successor Paying
Agent/Registrar, at the designated offices of such successor (the "Designated Payment/Transfer
Office"). Interest on the Bonds shall be paid to the Holders whose names appear in the Security
Register at the close of business on the Record Date (the last business day of the month next
preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by
check sent by first class United States mail, postage prepaid, to the address of the Holder
recorded in the Security Register or (ii) by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the
payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday,
or a day when banking institutions in the city where the Designated Payment/Transfer Office of
the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday, or day when 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.
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
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established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest(which shall be 15 days after the Special Record Date)shall
be sent at least five (5) business days prior to the Special Record Date by first class United States
mail, postage prepaid, to the address of each Holder appearing on the Security Register at the
close of business on the last business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
(a) Optional Redemption. The Bonds shall not be subject to optional redemption prior
to maturity.
(b) Mandatory Redemption. The Bonds shall be subject to mandatory redemption
prior to maturity at the price of par plus accrued interest to the mandatory redemption date on the
respective dates and in principal amounts as follows:
Redemption Date Principal Amount ($)
2022 323,000
2023 326,000
2024 335,000
2025 411,000
2026 416,000
2027 421,000
2028 429,000
2029 428,000
2030 464,000
2031* 471,000
*maturity
(c) Notice of Redemption. Not less than thirty(30) days prior to a redemption date for
the Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid,
in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in
whole or in part at the address of the Holder appearing on the Security Register at the close of
business on the business day next preceding the date of mailing such notice, and any notice of
redemption so mailed shall be conclusively presumed to have been duly given irrespective of
whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed,
the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the
Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption and has been called for redemption and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof
to be redeemed) shall become due and payable and interest thereon shall cease to accrue from
and after the redemption date therefor; provided moneys sufficient for the payment of such Bond
102187894.3/1001164484 3
(or of the principal amount thereof to be redeemed) at the then applicable redemption price are
held for the purpose of such payment by the Paying Agent/Registrar.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A
Security Register relating to the registration, payment, and transfer or exchange of the Bonds
shall at all times be kept and maintained by the City at the Designated Payment/Transfer Office
of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an
agreement with the Paying Agent/Registrar and such rules and regulations as the Paying
Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and
maintain in the Security Register the name and address of each Holder of the Bonds issued under
and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond
may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds
of other authorized denominations upon the Security Register by the Holder, in person or by his
duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for
cancellation, accompanied by a written instrument of transfer or request for exchange duly
executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 7 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Bonds of authorized denominations and having the same Stated Maturity and
of a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 7
hereof) may be exchanged for other Bonds of authorized denominations and of like aggregate
principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be
exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever
any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver
new Bonds to the Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States
mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof,
the same shall be the valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in
the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 10 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
102187894.3/1001164484 4
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called
for redemption in part.
SECTION 6: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of said officers and the seal of the City on the
Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of
individuals who are or were the proper officers of the City on the Bond Date shall be deemed to
be duly executed on behalf of the City, notwithstanding that one or more of the individuals shall
cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with
respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and
provided in Texas Government Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8(c), manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 8(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered, and delivered.
SECTION 7: Initial Bond(s). The Bonds herein authorized shall be initially issued as a
single fully registered bond in the aggregate principal amount stated in Section 1 hereof with
principal installments to become due and payable as provided in Section 2 hereof and numbered
T-1 (hereinafter called the "Initial Bond") and, the Initial Bond shall be registered in the name of
the initial purchaser(s) or the designee thereof. The Initial Bond shall be the Bond submitted to
the Office of the Attorney General of the State of Texas for approval, certified and registered by
the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial Bond, the Paying Agent/Registrar, pursuant
to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations,
Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery
to the Holders named at the addresses identified therefor; all pursuant to and in accordance with
such written instructions from the initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may reasonably require. The
Purchaser may elect to hold the Initial Bond in lieu of delivery of the definitive Bonds.
SECTION 8: Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions, substitutions, and other variations
as are permitted or required by this Ordinance and may have such letters, numbers, or other
marks of identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the Bonds, or any maturities thereof, are
purchased with insurance and any reproduction of an opinion of counsel) thereon as may,
102187894.3/1001164484 5
consistently herewith, be established by the City or determined by the officers executing such
Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Bond.
REGISTERED REGISTERED
NO. [T=1][R- ] $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2021
Bond Date: Interest Rate: Stated Maturity:
May 1, 2021 1.210% February 15, 2031
Registered Owner:
Principal Amount: DOLLARS
The City of Southlake (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the registered owner named
above, or the registered assigns thereof (the "Registered Owner"), on the Stated Maturity date
specified above the Principal Amount hereinabove stated (or so much thereof as shall not have
been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from
the interest payment date next preceding the "Registration Date" of this Bond appearing below
(unless this Bond bears a "Registration Date" as of an interest payment date, in which case it shall
bear interest from such date, or unless the "Registration Date" of this Bond is prior to the initial
interest payment date in which case it shall bear interest from the date of initial delivery of the
Bonds) at the per annum rate of interest specified above computed on the basis of a 360-day year
of twelve 30-day months; such interest being payable on February 15 and August 15 in each year,
commencing August 15, 2021, until maturity or prior redemption. Principal of this Bond shall be
payable at its Stated Maturity to the Registered Owner hereof upon presentation and surrender
to First National Bank Texas, Killeen, Texas (the"Paying Agent/Registrar"), or its successor, upon
presentation and surrender at its designated offices, initially Killeen, Texas, or, with respect to a
successor paying agent/registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest is payable to the registered owner of this Bond (or one or
more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name
appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date", which is the last business day of the month next preceding each
interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent by
first class United States mail, postage prepaid, to the address of the registered owner recorded
in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payment
of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
102187894.3/1001164484 6
when banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when 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. All payments
of principal of, premium, if any, and interest on this Bond shall be without exchange or collection
charges to the owner hereof and in any coin or currency of the United States of America which at
the time of payment is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $4,024,000 (herein referred to as the "Bonds") for the purpose of providing funds for the
discharge and final payment of the Refunded Obligations (identified and defined in the Ordinance
hereinafter referenced), and to pay costs of issuance, under and in strict conformity with the
Constitution and laws of the State of Texas and pursuant to an Ordinance adopted by the City
Council of the City (herein referred to as the "Ordinance").
The Bonds are subject to mandatory redemption prior to maturity and shall be redeemed
in part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
Redemption Date Principal Amount ($)
2022 323,000
2023 326,000
2024 335,000
2025 411,000
2026 416,000
2027 421,000
2028 429,000
2029 428,000
2030 464,000
2031* 471,000
*maturity
If more than one Bond exists, the Bonds shall be redeemed on a pro rata basis.
The Bonds shall not be subject to optional redemption prior maturity.
At least thirty days prior to the date fixed for any redemption of Bonds, the City shall cause
a written notice of such redemption to be sent by United States Mail, first class postage prepaid,
to the registered owners of each Bond to be redeemed at the address shown on the Security
Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a
Bond (or any portion of its principal sum) shall have been duly called for redemption and notice
of such redemption duly given, then upon such redemption date such Bond (or the portion of its
principal sum to be redeemed) shall become due and payable, and interest thereon shall cease
to accrue from and after the redemption date therefor; provided moneys for the payment of the
redemption price and the interest on the principal amount to be redeemed to the date of
redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be optionally redeemed,
payment of the redemption price of such principal amount shall be made to the registered owner
only upon presentation and surrender of such Bond to the Designated Payment/Transfer Office
of the Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any
102187894.3/1001164484 7
authorized denominations provided by the Ordinance for the then unredeemed balance of the
principal sum thereof will be issued to the registered owner, without charge. If a Bond is selected
for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required
to transfer such Bond to an assignee of the registered owner within 45 days of the redemption
date therefor; provided, however, such limitation on transferability shall not be applicable to an
exchange by the registered owner of the unredeemed balance of a Bond redeemed in part.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying
Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at its maturity, and deemed to be no longer Outstanding thereunder; and for other
terms and provisions contained therein. Capitalized terms used herein have the meanings
assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Bonds of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register(i)on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to
payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner for all
other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall
be affected by notice to the contrary. In the event of 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 City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (which shall be 15 days after the
Special Record Date)shall be sent at least five (5) business days prior to the Special Record Date
by first class United States mail, postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all
acts, conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and manner as required by
the Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed
any Constitutional or statutory limitation; and that due provision has been made for the payment
102187894.3/1001164484 8
of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any
provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The terms and provisions of this Bond and the Ordinance shall be construed in accordance with
and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
CITY OF SOUTHLAKE, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(City Seal)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS
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 duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
102187894.3/1001164484 9
(d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the within-
mentioned Ordinance; the bond or bonds of the above entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar in Killeen, Texas is the "Designated
Payment/Transfer Office" for this Bond.
FIRST NATIONAL BANK TEXAS,
Killeen, Texas, as Paying Agent/Registrar
Registration date:
By:
Authorized Signature
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this
assignment must correspond with the
Signature guaranteed: name of the registered owner as it
appears on the face of the within Bond
in every particular.
SECTION 9: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater),
there is hereby levied, and there shall be annually assessed and collected in due time, form, and
manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such
tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the
Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and
sufficient to provide funds each year to pay the principal of and interest on said Bonds while
Outstanding; full allowance being made for delinquencies and costs of collection; separate books
and records relating to the receipt and disbursement of taxes levied, assessed and collected for
and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds
102187894.3/1001164484 10
are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on
the Bonds shall be deposited to the credit of a "Special 2021 Bond Account" (the "Interest and
Sinking Fund") maintained on the records of the City and deposited in a special fund maintained
at an official depository of the City's funds; and such tax hereby levied, and to be assessed and
collected annually, is hereby pledged to the payment of the Bonds.
The Mayor, Mayor Pro Tem, City Manager, City Secretary and Chief Financial Officer of
the City, individually or jointly, are hereby authorized and directed to cause to be transferred to
the Paying Agent/Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund,
amounts sufficient to fully pay and discharge promptly each installment of interest and principal
of the Bonds as the same accrues or matures; such transfers of funds to be made in such manner
as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each
principal and interest payment date for the Bonds.
The City has sufficient current funds available and such funds are hereby appropriated to
make the payments to become due on the Bonds on August 15, 2021, and the Mayor, Mayor Pro
Tem, City Manager, Chief Financial Officer and City Secretary of the City, individually or jointly,
are hereby authorized and directed to transfer and deposit in the Interest and Sinking Fund such
amount of current funds which will be sufficient to pay the amounts to become due on the Bonds
on August 15, 2021.
SECTION 10: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated,
or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 11: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to
the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity, together with all interest due
102187894.3/1001164484 11
thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,
which Government Securities have been certified by an independent accounting or consulting
firm to mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money, together with any moneys deposited
therewith, if any, to pay when due the principal of and interest on such Bonds. The City covenants
that no deposit of moneys or Government Securities will be made under this Section and no use
made of any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within
the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity shall upon the request of the City be remitted to the City against a written receipt therefor.
Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State
of Texas.
The term "Government Securities", as used herein, shall mean (i) direct noncallable
obligations of the United States of America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations
of an agency or instrumentality of the United States, including obligations unconditionally
guaranteed or insured by the agency or instrumentality and, on the date of their acquisition or
purchase by the City, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state or an agency
or a county, municipality, or other political subdivision of a state that have been refunded and that,
on the date of their acquisition or purchase by the City, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent and (iv) any other
then authorized securities or obligations that may be used to defease obligations such as the
Bonds under the then applicable laws of the State of Texas.
SECTION 12: Ordinance a Contract-Amendments-Outstanding Bonds. This Ordinance
shall constitute a contract with the Holders from time to time, be binding on the City, and shall not
be amended or repealed by the City so long as any Bond remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of
the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the consent of Holders holding a majority in aggregate
principal amount of the Bonds then Outstanding, amend, add to, or rescind any of the provisions
of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the principal
of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, or the rate of
interest thereon, or in any other way modify the terms of payment of the principal of, premium, if
any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3)
reduce the aggregate principal amount of Bonds required to be held by Holders for consent to
any such amendment, addition, or rescission.
102187894.3/1001164484 12
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered
to the Paying Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 11 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 10 hereof.
SECTION 13: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)of
the Regulations, and any replacement proceeds as defined in Section 1.148-1(c)
of the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment' means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148-
4 of the Regulations.
102187894.3/1001164484 13
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field of municipal bond
law to the effect that failure to comply with such covenant will not adversely affect the exemption
from federal income tax of the interest on any Bond, the City shall comply with each of the specific
covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Obligations), and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds (including
property financed with Gross Proceeds of the Refunded Obligations), other than
taxes of general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their intended
purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or(3) indirect benefits, or burdens
and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or
improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or
use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
102187894.3/1001164484 14
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b)of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of
the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by Section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds(and receipts, expenditures and investments thereof)and
shall retain all records of accounting for at least six years after the day on which
the last outstanding Bond is discharged. However, to the extent permitted by law,
the City may commingle Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for each receipt and expenditure
of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States out of its general fund, other
appropriate fund, or, if permitted by applicable Texas statute, regulation or opinion
of the Attorney General of the State of Texas, the Interest and Sinking Fund, the
amount that when added to the future value of previous rebate payments made for
the Bonds equals (i) in the case of a Final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90%) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by Section 148(f)of the Code and the Regulations
and rulings thereunder, and shall be accompanied by Form 8038-T or such other
forms and information as is or may be required by Section 148(f) of the Code and
the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
102187894.3/1001164484 15
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if
the transaction had been at arm's length and had the Yield of the Bonds not been relevant to
either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern, City
Manager and Chief Financial Officer, either or any combination of them, to make elections
permitted or required pursuant to the provisions of the Code or the Regulations, as they deem
necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or
similar or other appropriate certificate, form or document.
(k) Bonds Not Hedge Bonds. (1) At the time the original obligations being refunded
by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such obligations within three years after such obligations were issued and (2) not
more than 50% of the proceeds of the original obligations being refunded by the Bonds were
invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4
years or more.
(I) Current Refunding of the Refunded Obligations. The Bonds are a current
refunding of the Refunded Obligations in that the Refunded Obligations are to be paid and
redeemed in full within 90 days of the delivery date of the Bonds.
(m) Qualified Tax Exempt Obligations. In accordance with the provisions of paragraph
(3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds to be
"qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as defined in
the Code and the reasonably anticipated amount of"qualified tax exempt obligations"to be issued
by the City(including all subordinate entities of the City)for the calendar year 2021 will not exceed
$10,000,000.
SECTION 14: Sale of Bonds — Purchase Letter Approval. The Bonds are hereby sold to
First National Bank Texas, Killeen, Texas (the "Purchaser") in accordance with the Bond
Purchase Letter (the "Purchase Letter"), dated as of May 4, 2020, attached hereto as Exhibit B
and incorporated herein by reference as a part of this Ordinance, which sale of the Bonds to said
Purchaser is hereby determined to be in the best interests of the City and is approved and
confirmed. Delivery of the Bonds to the Purchaser shall occur as soon as possible upon payment
being made therefor in accordance with the terms of sale. The Mayor or Mayor Pro Tern is hereby
authorized and directed to execute said Purchase Letter for and on behalf of the City and as the
act and deed of this Council, and in regard to the approval and execution of the Purchase Letter,
the Council hereby finds, determines, and declares that the representations, warranties, and
agreements of the City contained in the Purchase Letter are true and correct in all material
respects and shall be honored and performed by the City. The Initial Bond shall be registered in
the name of the Purchaser.
SECTION 15: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
102187894.3/1001164484 16
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
SECTION 16: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance and additional
proceeds being deposited to the Interest and Sinking Fund) shall be deposited with the paying
agent for the Refunded Obligations, The Bank of New York Mellon Trust Company, N.A. (the
"Refunded Obligations Paying Agent"). The proceeds of sale of the Bonds not so deposited with
the Refunded Obligations Paying Agent for the refunding of the Refunded Obligations shall be
disbursed for payment of costs of issuance or deposited in the Interest and Sinking Fund for the
Bonds.
SECTION 17: Redemption of Refunded Obligations.
The Refunded Obligations shall be redeemed and the same are hereby called for
redemption on June 11, 2021, at the price of par and accrued interest to the date of redemption.
The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together
with suggested forms of notices of redemption to be sent to holders of the Refunded Obligations,
with the Refunded Obligations Paying Agent(as defined in Section 16 hereof), in accordance with
the redemption provisions applicable to such obligations; such suggested forms of notices of
redemption being attached hereto as Exhibit C and Exhibit D and incorporated herein by
reference as a part of this Ordinance for all purposes.
The redemption of the Refunded Obligations described above being associated with the
refunding of such Refunded Obligations, the approval, authorization and arrangements herein
given and provided for the redemption of such Refunded Obligations on the redemption date
designated therefor and in the manner provided shall be irrevocable upon the issuance and
delivery of the Bonds; and the City Secretary is hereby authorized and directed to make all
arrangements necessary to notify the holders of such Refunded Obligations of the City's decision
to redeem such Refunded Obligations on the date and in the manner herein provided and in
accordance with the ordinances authorizing the issuance of such Refunded Obligations and this
Ordinance.
SECTION 18: Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by first class United States mail, postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bonds. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 19: Cancellation. All Bonds surrendered for payment, transfer, exchange, or
replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and,
102187894.3/1001164484 17
if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered
and delivered which the City may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Bonds held
by the Paying Agent/Registrar shall be returned to the City.
SECTION 20: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final legal opinion of Norton Rose Fulbright US LLP,
approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of
delivery and payment for such Bonds. A true and correct reproduction of said opinion is hereby
authorized to be printed on the definitive Bonds or an executed counterpart thereof shall
accompany the global Bonds deposited with DTC. The City Council confirms the continuation of
the engagement of Norton Rose Fulbright US LLP as the City's bond counsel.
SECTION 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof
and neither the City nor attorneys approving the Bonds as to legality are to be held responsible
for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar
and the Holders.
SECTION 23: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 24: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 25: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 26: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 27: Severability. If any provision of this Ordinance or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this Council hereby declares that
this Ordinance would have been enacted without such invalid provision.
SECTION 28: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Chief Financial Officer and City Secretary 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
102187894.3/1001164484 18
execute, acknowledge and deliver in the name and on behalf of the City all agreements,
instruments, certificates or other documents, whether mentioned herein or not, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance and the
issuance, sale and delivery of the Bonds. In addition, prior to the delivery of the Bonds, the Mayor,
Mayor Pro Tem, City Manager, Chief Financial Officer or Bond Counsel to the City are each
hereby authorized and directed to approve any changes or corrections to this Ordinance or to any
of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity,
formal defect, or omission in this Ordinance or such other document, or (ii) as requested by the
Attorney General of the State of Texas or his representative to obtain the approval of the Bonds
by the Attorney General. In the event that any officer of the City whose signature shall appear on
any document shall cease to be such officer before the delivery of such document, such signature
nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained
in office until such delivery.
SECTION 29: Incorporation of Findings and Determinations. The findings and
determinations of this Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 30: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 31: Effective Date. In accordance with the provisions of Texas Government
Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
[Remainder of page left blank intentionally]
102187894.3/1001164484 19
PASSED AND ADOPTED, May 4, 2021.
CITY OF SOUTHLAKE, TEXAS
CULLOAAA
Mayor
ATTEST:
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APPROVED AS TO FORM:
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City Attorney
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102187894.3/1001164484 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
102187894.3/1001164484 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of May 4, 2021 (this "Agreement"), by and between
First National Bank Texas, a national association duly organized and existing under the laws of
the United States of America, or its successors (the "Bank")and the City of Southlake, Texas (the
"Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "CITY OF
SOUTHLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021" (the
"Securities"), dated May 1, 2021, such Securities scheduled to be delivered to the initial
purchasers thereof on or about May 27, 2021; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to
the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth
in Section 2271.002(a)(2) of the Texas Government Code, as amended.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
102289291.1/1001164484
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association,joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security(and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
102289291.1/1001164484 2
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
FIRST NATIONAL BANK TEXAS
P.O. Box 909 507 North Gray Street
Killeen, Texas 76540 Killeen, Texas 76541
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or(2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register- Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
102289291.1/1001164484 3
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register, provided the Bank is not prohibited from providing such notice.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
102289291.1/1001164484 4
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after(i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
102289291.1/1001164484 5
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
102289291.1/1001164484 6
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
102289291.1/1001164484 7
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate(i)on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.12 Contracts With Companies Engaged in Business With Iran, Sudan or
Foreign Terrorist Organizations Prohibited. The Bank represents that neither it nor any of its
parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under
Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the
following pages of such officer's internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law
and excludes the Bank and each of its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, that the United States government has affirmatively declared to be
102289291.1/1001164484 8
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
regime relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any
entity that controls, is controlled by, or is under common control with the Bank and exists to make
a profit.
Section 6.13 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
102289291.1/1001164484 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
FIRST NATIONAL BANK TEXAS
By:
Title:
Address: P.O. Box 909
Killeen, Texas 76540
507 North Gray Street
Killeen, Texas 76541
[signature page to Paying Agent/Registrar Agreement—signatures continue on next page]
102289291.1/1001164484 5-1
CITY OF SOUTHLAKE, TEXAS
By:
Mayor
Address: 1400 Main Street
Southlake, Texas 76092
Attest:
City Secretary
[signature page to Paying Agent/Registrar Agreement]
102289291.1/1001164484 S-2
ANNEX A
$500.00 one-time fee due at closing
No recurring annual fee
102289291.1/1001164484 A-1
EXHIBIT B
PURCHASE LETTER
102187894.3/1001164484 B-1
PURCHASE LETTER
May 4, 2021
City of Southlake, Texas
1400 Main Street
Southlake, Texas 76092
Re: $4,024,000 "City of Southlake, Texas, General Obligation Refunding Bonds, Series
2021," dated May 1, 2021
Ladies and Gentlemen:
First National Bank Texas (the "Purchaser") hereby offers to purchase from the City of
Southlake, Texas (the "City") the captioned bonds (the "Bonds") and, upon acceptance of this
offer by the City, such offer will become a binding agreement between the Purchaser and the City.
This offer must be accepted by 10:00 p.m., Southlake, Texas, time, May 4, 2021, and if not so
accepted will be subject to withdrawal.
1. Purchase Price: The purchase price for the Bonds is par, $4,024,000.
2. Terms of Bonds: The Bonds shall be issued in the principal amounts, shall bear interest
at such rate, mature on such date and in such amounts and have such other terms and
conditions as are set forth in the ordinance adopted by the City Council of the City on May
4, 2021 (the "Ordinance"), authorizing the issuance of the Bonds, a copy of which has
been provided to the Purchaser. Pursuant to and as more fully described in the Ordinance,
the Bonds shall be payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City.
3. Closing: The City shall deliver the Initial Bond to, or for the account of, the Purchaser and
the Purchaser shall purchase the Bonds at 10:00 a.m. Dallas, Texas, time, on May 27,
2021, or at such other time as shall be mutually agreed upon (hereinafter referred to as
the "Closing"). The Closing shall take place at the offices of Norton Rose Fulbright US
LLP, Dallas, Texas, or such other location as may be mutually agreed upon. The City will
also deliver a signed copy of the Ordinance to the Purchaser.
4. Conditions to Closing: The Purchaser shall not have any obligation to consummate the
purchase of the Bonds unless the following requirements have been satisfied prior to
Closing:
(a) The City shall have adopted the Ordinance authorizing the issuance of the Bonds.
102289506.1/1001164484
(b) Norton Rose Fulbright US LLP, Bond Counsel shall have issued its approving legal
opinion as to the due authorization, issuance and delivery of the Bonds and as to
the exemption of the interest thereon from federal income taxation, upon which the
Purchaser shall be entitled to rely.
(c) The Bonds shall have been approved by the Attorney General of the State of Texas
and shall have been registered by the Comptroller of Public Accounts of the State
of Texas.
(d) Nothing shall have occurred prior to closing which in the reasonable opinion of the
Purchaser has had or could have a materially adverse effect on the City's
business, property or financial condition.
5. Nature of Purchase: The Purchaser acknowledges that no official statement or other
disclosure or offering document has been prepared in connection with the issuance and sale
of the Bonds. The Purchaser is a financial institution or other accredited investor as defined
in the Securities Act of 1933, Regulation D, 17 C.F.R. § 230.501(a), accustomed to purchasing
tax-exempt obligations such as the Bonds. Norton Rose Fulbright US LLP, Bond Counsel,
has not undertaken steps to ascertain the accuracy or completeness of information furnished
to the Purchaser with respect to the City or the Bonds, and the Purchaser has not looked to
that firm for, nor has that firm made, any representations to the Purchaser with respect to that
information. The Purchaser has satisfied itself that it may lawfully purchase the Bonds. The
Bonds (i) are not being registered under the Securities Act of 1933 and are not being
registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any
state; (ii)will not be listed on any stock or other securities exchange; and (iii)will not carry any
rating from any rating service. The Purchaser is familiar with the financial condition and affairs
of the City, particularly with respect to its ability to pay its ad valorem tax-supported obligations
such as the Bonds. The Purchaser has received from the City all information that it has
requested in order for it to assess and evaluate the security and source of payment for the
Bonds. The Purchaser is purchasing the Bonds for its own account or for that of an affiliate
as evidence of a loan to the City and has no present intention to make a public distribution or
sale of the Bonds. In no event will the Purchaser sell the Bonds to purchasers who are not
sophisticated investors unless an official statement or other disclosure document is prepared
with respect to such sale of the Bonds.
6. Reporting. In consideration of the purchase of the Bonds by the Purchaser, and so long
as the Purchaser is the 100% owner of the Bonds, the City agrees as follows:
(a) The City agrees to deliver to the Purchaser within 270 days after the end of its
fiscal year, its audited financial statements.
(b) During the period the Bonds are outstanding, the City agrees to deliver to the
Purchaser any other financial information that the Purchaser may reasonably
request from time to time in writing.
7. No Material Adverse Change. From the time of the execution and delivery of this Purchase
Letter to the date of closing, there shall not have been, in the reasonable judgment of the
Purchaser, any (i) material adverse change in the financial condition or general affairs of
City; (ii) event, court decision, proposed law or rule that may have the effect on the
102289506.1/1001164484 2
contemplated transactions; or (iii) any other material market disruption, including but not
limited to international or national crisis, suspension of stock exchange trading, or banking
moratorium materially affecting, in the Purchaser's opinion, the market price of the Bonds.
8. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound
by the terms of the following notice: THIS PURCHASE LETTER, THE ORDINANCE OF
THE CITY AUTHORIZING THE BONDS, THE ATTORNEY GENERAL OPINION, THE
OPINION OF BOND COUNSEL AND THE BONDS TOGETHER REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS TRANSACTION
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
RELATING TO THIS TRANSACTION.
9. Privately Negotiated Loan. The City acknowledges and agrees that the Purchaser is
purchasing the Bonds in evidence of a privately negotiated loan and in that connection the
Bonds shall not be(i)assigned a separate rating by any municipal securities rating agency,
(ii) registered with The Depository Trust Company or any other securities depository,
(iii) issued pursuant to any type of offering document or official statement or (iv) assigned
a CUSIP number by CUSIP Global Services.
10. No Boycott of Israel. The Purchaser hereby verifies that it and its parent company, wholly-
or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the
extent this Agreement is a contract for goods or services, will not boycott Israel during the
term of this Purchase Letter. The foregoing verification is made solely to comply with
Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, 'boycott Israel'
means refusing to deal with, terminating business activities with, or otherwise taking any
action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-
controlled territory, but does not include an action made for ordinary business purposes.
The Purchaser understands 'affiliate' to mean an entity that controls, is controlled by, or is
under common control with the Purchaser and exists to make a profit.
11. Contracts with Companies Engaged in Business with Iran, Sudan or Foreign Terrorist
Organizations Prohibited. The Purchaser represents that neither it nor any of its parent
company, wholly- or majority-owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts
under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on
any of the following pages of such officer's internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
102289506.1/1001164484 3
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal
law and excludes the Purchaser and each of its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan
or Iran or any federal sanctions regime relating to a foreign terrorist organization. The
Purchaser understands "affiliate" to mean any entity that controls, is controlled by, or is
under common control with the Purchaser and exists to make a profit.
[signatures begin on next page]
102289506.1/1001164484 4
If this purchase letter meets with the Purchaser's and the City's approval, please execute
it in the place provided below.
FIRST NATIONAL BANK TEXAS
By:
Title:
[signatures continue on next page]
102289506.1/1001164484 [signature page of Purchaser]
ACCEPTED BY THE CITY OF SOUTHLAKE, TEXAS
Mayor
102289506.1/1001164484 [signature page of City]
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF SOUTHLAKE, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2011B
Dated May 15, 2011
NOTICE IS HEREBY GIVEN that the certificates of obligation of the above series maturing
on and after February 15, 2022, and aggregating in the principal amount of $1,975,000, have
been called for redemption on June 11, 2021 at the redemption price of par and accrued interest
to the date of redemption, such certificates being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) Number
2022 165,000
2023 170,000
2024 180,000
2025 185,000
2026 190,000
2027 200,000
2028 210,000
2029 215,000
2030 225,000
2031 235,000
ALL SUCH CERTIFICATES shall become due and payable on June 11, 2021, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said certificates shall be paid to the registered owners of the certificates only upon
presentation and surrender thereof to The Bank of New York Mellon Trust Company, N.A. at its
designated offices at the following addresses:
First Class/
Registered/Certified: Express Delivery/Courier: By Hand Only:
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company, N.A. Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street
1st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the
redemption of said certificates and pursuant to an ordinance by the City Council of the City of
Southlake, Texas.
The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, 10th Floor
Dallas, Texas 75201
102187894.3/1001164484 C-1
EXHIBIT D
NOTICE OF REDEMPTION
CITY OF SOUTHLAKE, TEXAS
TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2011C
Dated MAY 15, 2011
NOTICE IS HEREBY GIVEN that the certificates of obligation of the above series maturing
on and after February 15, 2022, and aggregating in the principal amount of $1,930,000, have
been called for redemption on June 11, 2021 at the redemption price of par and accrued interest
to the date of redemption, such certificates being identified as follows:
Year of Principal CUSIP
Maturity Amount ($) Number
2022 160,000
2023 165,000
2024 175,000
2025 180,000
2026 190,000
2027 195,000
2028 205,000
2029 210,000
2030 220,000
2031 230,000
ALL SUCH CERTIFICATES shall become due and payable on June 11, 2021, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said certificates shall be paid to the registered owners of the certificates only upon
presentation and surrender thereof to The Bank of New York Mellon Trust Company, N.A. at its
designated offices at the following addresses:
First Class/
Registered/Certified: Express Delivery/Courier: By Hand Only:
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Trust Company, N.A. Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street
1st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the
redemption of said certificates and pursuant to an ordinance by the City Council of the City of
Southlake, Texas.
The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, 10th Floor
Dallas, Texas 75201
102187894.3/1001164484 D-1