Item 6DItem 6D
CITY OF
SOUTHLAKI
MEMORANDUM
April 30, 2014
To: Shana Yelverton, City Manager
From: Sharen Jackson, Chief Financial Officer
Subject: Ordinance No. 1092, authorizing issuance of General Obligation
Refunding Bonds, Series 2014
Action
Requested: Approval of Ordinance No. 1092 authorizes the issuance
and sale of General Obligation Refunding Bonds, Series
2014.
Background
Information: City staff and our financial advisor have continued to monitor
the market to ensure that we capitalize on any refunding
opportunities. Based on the current market, it would be
advantageous for the city to refund the General Obligation
Refunding Bonds, Series 2005.
The refunding will result in estimated savings of
approximately $1,611,892 in debt service payments and
further provide estimated present value savings of
approximately $1,513,469. The bonds are issued and
approved by adoption of an ordinance. Approval of
Ordinance No. 1092 will set in motion the legal requirements
to obtain the proceeds to refund the bonds. After approval,
the legal documents must be reviewed by the Texas
Attorney General's Office. The outstanding bonds would be
redeemed in early June.
Financial
Considerations: The bonds will be repaid through the City's utility fund and
debt service of the City's property tax rate.
Strategic Link: F1 Adhere to financial management principles & budget;
F3 Achieve fiscal wellness standards
Citizen Input/
Board Review: The Public Hearing is scheduled for May 6, 2014
Page 2 of 2
Legal Review: The law firm Fulbright and Jaworski serves as the City's
bond counsel, and as such has prepared the Ordinance.
Alternatives: Deny ordinance and forgo the bond refunding savings.
Supporting
Documents: Ordinance No. 1092
Staff
Recommendation: Approval of Ordinance No. 1092
ORDINANCE NO. 1092
AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014";
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 the approval and distribution
of an Official Statement; and providing an effective date.
WHEREAS, the City Council of the City of Southlake, Texas (the "City") has heretofore
issued, sold, and delivered, and there is currently outstanding obligations of the following issue
or series, to wit: "City of Southlake, Texas, General Obligation Refunding Bonds, Series 2005,"
dated May 15, 2005, scheduled to mature on February 15 in each of the years 2015 through
2026, inclusive, and aggregating in the principal amount of $22,445,000 (hereinafter referred to
as the "Refunded Bonds");
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as
amended ("Chapter 1207"), the City Council is authorized to issue refunding bonds and deposit
the proceeds of sale directly with any place of payment for the Refunded Bonds, 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 Bonds; and
WHEREAS, the City Council hereby finds and determines that the Refunded Bonds
should be refunded at this time, and such refunding will result in the City saving approximately
$ in debt service payments on such indebtedness and further provide net present
value savings of approximately $ ; 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 $ to be designated and bear the title "CITY OF SOUTHLAKE,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014" (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 Bonds") and to pay costs of issuance, in accordance with the Constitution and
laws of the State of Texas, including Chapter 1207.
SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations -
Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations
only, shall be dated May 1, 2014 (the "Bond Date"), shall be in denominations of $5,000 or any
integral multiple (within a Stated Maturity) thereof, and shall become due and payable on
February 15 in each of the years and in the principal amounts (the "Stated Maturities") and bear
interest at the rate(s) per annum in accordance with the following schedule:
40535602.4/11402168
Year of Principal Interest
Stated Maturity Amount Rate(s)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
The Bonds shall bear interest on the unpaid principal amounts from the date of initial
delivery of the Bonds at the rate(s) per annum shown above in this Section (calculated on the
basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on
February 15 and August 15 in each year, commencing August 15, 2014, until maturity or prior
redemption.
SECTION 3: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption, 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 The Bank of New York Mellon Trust Company, N.A.,
Dallas, 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 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 United States Mail, first class 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
or on a redemption date, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices initially in East Syracuse, New York 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
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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 United States Mail, first class 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
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 United States
Mail, first class 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 having Stated Maturities on and after
February 15, 2025 shall be subject to redemption prior to maturity, at the option of the City on
February 15, 2024, or any date thereafter, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar) at the redemption price of par, together with interest accrued to the redemption
date.
(b) Exercise of Redemption Option. Not less than forty-five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of: (1) the decision to
redeem Bonds, (2) the principal amount of each Stated Maturity to be redeemed, and (3) the
date of redemption. The decision of the City to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Bonds as representing the number of Bonds Outstanding, which is obtained by
dividing the principal amount of such Bonds by $5,000, and shall select by lot the Bonds to be
redeemed within such Stated Maturity.
(d) 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 last 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: (1) specify the date of redemption for the Bonds,
(2) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
40535602.4/11402168 3
redeemed, the principal amount thereof to be redeemed, (3) state the redemption price,
(4) 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 (5) 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 specified redemption date; provided
moneys sufficient for the payment of such Bond (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.
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the
giving of such notice of redemption, such notice, at the option of the City, may state that said
redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth
in such notice of redemption; and, if sufficient moneys are not received, such notice shall be of
no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall
give notice, in the manner in which the notice of redemption was given, to the effect that the
Bonds have not been redeemed.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. 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 be transferred or exchanged
for Bonds of other authorized denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar at the Designated
Payment/Transfer Office 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 8
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 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest 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.
40535602.4/11402168 4
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 11 hereof and
such new replacement Bond shall be deemed to evidence the same obligation as the mutilated,
lost, destroyed, or stolen Bond.
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: Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
transfer/exchange of the Bonds, the City hereby approves and authorizes the use of "Book -
Entry -Only" securities clearance, settlement and transfer system provided by The Depository
Trust Company, a limited purpose trust company organized under the laws of the State of New
York ("DTC"), in accordance with the operational arrangements referenced in the Blanket Issuer
Letter of Representations, by and between the City and DTC (the "Depository Agreement').
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants").
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Bonds, the City covenants and agrees with the Holders of
the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to
be issued and delivered to DTC Participants and Beneficial Owners, as the case may be.
Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the
Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall
be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
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SECTION 7: 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 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 9(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 9(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 8: Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) 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, or (ii) as multiple fully registered bonds, being one bond for each year of
maturity in the applicable principal amount and denomination and to be numbered consecutively
from T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial
Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The
Initial Bond(s) shall be the Bond(s) 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(s), the Paying Agent/Registrar, pursuant to written instructions from
the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) 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.
SECTION 9: 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, 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.
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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 Definitive Bond.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2014
Bond Date: Interest Rate: Stated Maturity CUSIP NO:
May 1, 2014 % February 15, 20
Registered Owner:
Principal Amount:
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, 2014, until maturity or prior redemption.
Principal of this Bond shall be payable at its Stated Maturity or on a redemption date to the
Registered Owner hereof upon presentation and surrender at the designated offices of the
Paying Agent/Registrar executing the registration certificate appearing hereon, initially in East
Syracuse, New York, 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 United States Mail, first class 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 when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by
40535602.4/11402168 7
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 $ (herein referred to as the "Bonds") for the purpose of providing funds
for the discharge and final payment of certain outstanding obligations of the City, and to pay
costs of issuance, under and in strict conformity with the Constitution and laws of the State of
Texas, including Texas Government Code, Chapter 1207, as amended, and pursuant to an
Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance").
The Bonds maturing on and after February 15, 2025, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on February 15, 2024, or on any date thereafter, at the redemption price of
par, together with accrued interest to the date of redemption.
At least thirty (30) 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; 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 redeemed and the
registered owner is someone other than Cede & Co., 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 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 forty-five (45) days of the redemption date; 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.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice, at the option of the City, may state that said redemption is conditional upon the receipt of
such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or
upon the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient
moneys are not received, such notice shall be of no force and effect, the City shall not redeem
40535602.4/11402168 8
such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice
of redemption was given, to the effect that the Bonds have not been redeemed.
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 or prior to its maturity or redemption 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 or upon its prior redemption,
in whole or in part, 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 fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each registered owner appearing on
the 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 of the principal of and interest on the Bonds by the levy of a tax as
40535602.4/11402168 9
stated above. 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
(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
THE STATE OF TEXAS
REGISTER NO.
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and 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)
40535602.4/11402168 10
(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 office of the Paying Agent/Registrar in East Syracuse, New York is the
"Designated Payment/Transfer Office" for this Bond.
Registration date:
(e) Form of Assignment.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas, as Paying
Agent/Registrar
0
Authorized Signature
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:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within Bond
in every particular.
40535602.4/11402168 11
(f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section,
except that the form of the single fully registered Initial Bond shall be modified as follows:
Heading and first paragraph shall read as follows:
REGISTERED
NO. T-1
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2014
Bond Date: May 1, 2014
Registered Owner:
Principal Amount:
REGISTERED
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"), the Principal Amount
hereinabove stated on February 15 in each of the years and in principal installments in
accordance with the following schedule:
STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from schedule in Section 2 hereof).
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid Principal Amount hereof from the date of the initial delivery of the Bonds
at the per annum rates 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 of each year,
commencing August 15, 2014, until maturity or prior redemption. Principal installments of this
Bond are payable on the Stated Maturity dates or on a redemption date to the registered owner
hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying
Agent/Registrar"), upon its presentation and surrender at its designated offices, initially in East
Syracuse, New York, or, with respect to a successor paying agent/registrar, at the designated
office of such successor (the "Designated Payment/Transfer Office"). Interest is payable to the
registered owner of this Bond 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 United States Mail, first class 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 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
40535602.4/11402168 12
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.
SECTION 10: 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 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 2014 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, Assistant City Manager, Chief Financial
Officer and City Secretary 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 or comes due
by reason of redemption prior to maturity; 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.
SECTION 11: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall
be mutilated, 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, 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.
40535602.4/11402168 13
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 12: 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 or to the redemption date therefor,
together with all interest due 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 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, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made) the redemption date thereof. 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 of the Bonds or applicable redemption date of the Bonds, for which
such moneys were deposited and are held in trust to pay, 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
40535602.4/11402168 14
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 13: 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 and in Section 28 hereof. 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, the redemption price, 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.
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 12 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 11 hereof.
SECTION 14: 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.
40535602.4/11402168 15
"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.
(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 Bonds), 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 Bonds), other
40535602.4/11402168 16
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 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.
40535602.4/11402168 17
(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
(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.
Q) Bonds Not Hedge Bonds. (1) At the time the original obligations 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 refunded by the Bonds were invested
in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or
more.
(k) Current Refunding. The Bonds are being issued to pay and discharge in full the
Refunded Bonds and such payment of the Refunded Bonds will occur within ninety (90) days
after the issuance of the Bonds.
(1) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Assistant City Manager and Chief Financial Officer, individually or jointly, 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.
40535602.4/11402168 18
SECTION 15: Sale of Bonds - Official Statement Approval. Pursuant to a public sale for
the Bonds, the bid submitted by (herein referred to collectively as the
"Purchasers") is declared to be the best bid received producing the lowest true interest cost rate
to the City, and the sale of the Bonds to said Purchasers at the price of par plus a cash premium
of $ is hereby determined to be in the best interests of the City and is approved and
confirmed. Delivery of the Bonds to the Purchasers shall occur as soon as possible upon
payment being made therefor in accordance with the terms of sale. The Initial Bond shall be
registered in the name as provided in the winning bid.
Furthermore, the use of the Preliminary Official Statement by the Purchasers in
connection with the public offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Assistant City
Manager, Chief Financial Officer or City Secretary, any one or more of said officials), shall be
and is hereby in all respects approved and the Purchasers are hereby authorized to use and
distribute said final Official Statement, dated May 6, 2014, in the reoffering, sale and delivery of
the Bonds to the public. The Mayor and City Secretary are further authorized to execute and
deliver for and on behalf of the City copies of said Official Statement in final form as may be
required by the Purchasers, and such final Official Statement in the form and content executed
by said officials shall be deemed to be approved by the City Council and constitute the Official
Statement authorized for distribution and use by the Purchasers.
SECTION 16: 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
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 17: 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 any
additional proceeds being deposited to the Interest and Sinking Fund) shall be deposited with
the paying agent/registrar for the Refunded Bonds for the redemption of the Refunded Bonds on
June 9, 2014. The proceeds of sale of the Bonds not so deposited with the paying
agent/registrar for the refunding of the Refunded Bonds shall be disbursed for payment of costs
of issuance, or deposited in the Interest and Sinking Fund for the Bonds. Such proceeds of sale
may be invested in authorized investments and any investment earnings realized may be
deposited in the Interest and Sinking Fund as shall be determined by the City Council of the
City.
SECTION 18: Redemption of Refunded Bonds.
(a) The Refunded Bonds shall be redeemed and the same are hereby called for
redemption on June 9, 2014, at the price of par plus accrued interest to the date of redemption.
The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together
with a suggested form of notice of redemption to be sent to bondholders, with Bank of America,
N.A., in accordance with the redemption provisions applicable to such bonds; such suggested
form of notice of redemption being attached hereto as Exhibit B and incorporated herein by
reference as a part of this Ordinance for all purposes.
(b) The redemption of the Refunded Bonds described above being associated with
the refunding of such Refunded Bonds, the approval, authorization and arrangements herein
40535602.4/11402168 19
given and provided for the redemption of such Refunded Bonds 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 Bonds of the City's decision to
redeem such Refunded Bonds on the dates and in the manner herein provided and in
accordance with the ordinance authorizing the issuance of such Refunded Bonds and this
Ordinance.
SECTION 19: 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 United States Mail, first class 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 20: Cancellation. All Bonds surrendered for payment, transfer, redemption,
exchange or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, 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 21: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final legal opinion of Fulbright & Jaworski 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 or attached to the definitive Bonds or an executed counterpart
thereof shall accompany the global Bonds deposited with DTC.
SECTION 22: 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 23: 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.
40535602.4/11402168 20
SECTION 24: 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 25: 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 26: Effect of Headings. The section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 27: 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 28: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning in or after 2014, financial information and
operating data with respect to the City of the general type included in the final Official
Statement, being the information described in Exhibit C hereto, and (2) if not provided as part
of such financial information and operating data, audited financial statements of the City, when
and if available. Any financial statements so provided shall be prepared in accordance with the
accounting principles described in Exhibit C hereto, or such other accounting principles as the
City may be required to employ from time to time pursuant to state law or regulation, and
audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10)
business days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
40535602.4/11402168 21
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
40535602.4/11402168 22
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting
from a change in legal requirements, a change in law, or a change in the identity, nature, status,
or type of operations of the City, but only if (1) the provisions of this Section, as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of
the Rule to the date of such amendment, as well as such changed circumstances, and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section
may also be amended from time to time or repealed by the City if the SEC amends or repeals
the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the City's right to do so
would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing
or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided pursuant to
subsection (b) hereof an explanation, in narrative form, of the reasons for the amendment and
of the impact of any change in the type of financial information or operating data so provided.
SECTION 29: 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 the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 30: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Assistant City Manager, Chief Financial Officer and City Secretary are hereby
40535602.4/11402168 23
expressly authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and on
behalf of the 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 of the Bonds. In addition, prior to the initial
delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant 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
the 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 and if
such officer or counsel determines that such changes are consistent with the intent and purpose
of the Ordinance, which determination shall be final. 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 31: Incorporation of Findings and Determinations. The findings and
determinations of the City 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 32: 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 33: 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.
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40535602.4/11402168 24
PASSED AND APPROVED, this May 6, 2014.
CITY OF SOUTHLAKE, TEXAS
Mayor
ATTEST:
City Secretary
(City Seal)
APPROVED AS TO FORM:
City Attorney
40535602.4/11402168 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
40535602.4/11402168 A-1
EXHIBIT B
NOTICE OF REDEMPTION
CITY OF SOUTHLAKE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2005
Dated March 15, 2005
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2015, and aggregating in the principal amount of $22,445,000, have been called
for redemption on June 9, 2014 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of
CUSIP
Maturity
Principal Amount Number
2015
$ 4,130,000
2016
4,320,000
2017
4,330,000
2018
3,690,000
2019
2,740,000
2020
1,530,000
2021
805,000
2022
165,000
2023
170,000
2024
180,000
2025
185,000
2026
200,000
ALL SUCH BONDS shall become due and payable on June 9, 2014, and interest
thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners of the bonds only upon
presentation and surrender thereof to Bank of America, N.A. at its designated office at the
following address:
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance by the City Council of the City of
Southlake, Texas.
BANK OF AMERICA, N.A.
as Paying Agent/Registrar
40535602.4/11402168 B-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 of this Ordinance.
Annual Financial Information and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in Appendix B or under
the Tables of the Official Statement referred to) below:
1. Financial information of the general type included in the Official
Statement as Appendix B for the most recently concluded fiscal year.
2. The information included in Tables 1 through 6 and 8 through 15
of the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
40535602.4/11402168 C-1