0586ORDINANCE authorizing the issuance of "CITY OF
SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION,
SERIES 1993"; specifying the terms and features of
said certificates; providing for the payment of
said certificates of obligation by the levy of an
ad valorem tax upon all taxable property within the
City; and resolving other matters incident and
relating to the issuance, payment, security, sale
and delivery of said Certificates, including the
approval and distribution of an Official Statement
pertaining thereto; and providing an effective
date.
WHEREAS, notice of the city Council's intention to issue
certificates of obligation in the maximum principal amount of
$320,000 for the purpose of paying contractual obligations, to be
incurred for the acquisition of land for municipal purposes,
including, but not limited to, parks and recreational facilities,
has been duly published in on
, 1993 and , 1993, the date of the
first publication of such notice being not less than fifteen (15)
days prior to November 16, 1993, the date stated therein for the
second reading and final passage of this Ordinance; and
WHEREAS, no petition, bearing the valid petition signatures of
5% or more of the qualified electors of the city, protesting the
issuance of the certificates of obligation described in the
aforesaid notice, has been presented to or filed with the City
Secretary on or prior to the date of the passage of this Ordinance;
and
WHEREAS, the Council hereby finds and determines that all of
the certificates of obligation described in such notice should be
issued at this time and such certificates are to be delivered to
the owner of the land to be acquired in exchange for the title to
such land; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,
TEXAS:
SECTION 1: Authorization, Desiqnation, Principal Amount,
Purpose. Certificates of obligation of the City shall be and are
hereby authorized to be issued in the aggregate principal amount of
$320,000, to be designated and bear the title "CITY OF SOUTHLAKE,
TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1993" (hereinafter
referred to as the "Certificates"), for the purpose of paying
contractual obligations to be incurred for the acquisition of land
0123796
for municipal purposes, including, but not limited to, parks and
recreational facilities, pursuant to authority conferred by and in
conformity with the Constitution and laws of the State of Texas,
including V.T.C.A., Local Government Code, Subchapter C of Chapter
271, as amended.
SECTION 2: Fully Reqistered Obliqations - Authorized
Denominations-Stated Maturities-Date. The Certificates are
issuable in fully registered form only; shall be dated October 1,
1993 (the "Certificate Date") and shall be in denominations of
$5,000 or any integral multiple thereof (within a Stated Maturity)
and the Certificates shall become due and payable on August 15 in
each of the years and in principal amounts (the "Stated
Maturities") and bear interest at the per annum rate(s) in
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate
1994 $ 60,000 __%
1995 60,000 __%
1996 65,000 __%
1997 65,000 %
1998 70,000 %
The Certificates shall bear interest on the unpaid principal
amount from the date of their delivery to the initial owner (which
date shall be the registration date noted on the Initial
Certificates in the "Registration Certificate of Paying
Agent/Registrar" to appear thereon) at the per annum rate shown
above in this Section (computed on the basis of a 360-day year of
twelve 30-day months). Interest on the Certificates shall be
payable semiannually on February 15 and August 15 in each year,
commencing August 15, 1994.
SECTION 3: Terms of Payment-Payinq Aqent/Re~istrar. The
principal of, premium, if any, and the interest on the
Certificates, due and payable by reason of maturity or redemption
shall be payable only to the registered owners or holders of the
Certificates (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.
Interest on each definitive Certificate shall accrue from the
latest interest payment date that interest thereon has been paid
that precedes the registration date appearing on such Certificate
0123796
in the "Registration Certificate of Paying Agent/Registrar"
(Section 8D hereof), unless the registration date appearing thereon
is an interest payment date for which interest is being paid, in
which case interest on such Certificate shall accrue from the
registration date thereon and provided further that interest on
such definitive Certificates having a registration date prior to
the first interest payment date shall accrue from the date of
delivery of the Certificates to the initial owners thereof.
The selection and appointment of Texas Commerce Trust Company,
National Association to serve as Paying Agent/Registrar for the
Certificates is hereby approved and confirmed. Books and records
relating to the registration, payment, exchange and transfer of the
Certificates (the "Security Register") shall at all times be kept
and maintained on behalf of the City by the Paying Agent/Registrar,
all as provided herein, 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 hereby authorized to
execute and deliver such Agreement in connection with the delivery
of the Certificates. The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Certificates are paid
and discharged, and any successor Paying Agent/Registrar shall be
a 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 Certificates, 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 Certificates shall be
payable at the Stated Maturities only upon presentation and
surrender of the Certificates to the Paying Agent/Registrar at its
principal offices in Dallas, Texas (the "Designated
Payment/Transfer Office"). Interest on the Certificates shall be
paid to the Holders whose name appears 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 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 Certificates shall be a
Saturday, Sunday, a legal holiday, or a day when banking
institutions in the City where 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
0123796
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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 next
preceding the date of mailing of such notice.
SECTION 4: Non-Redeemable. The Certificates shall not be
subject to redemption prior to maturity at the option of the City.
SECTION 5: Reqistration - Transfer - Exchanqe of Certi-
ficates Predecessor Certificates. The Paying Agent/Registrar
shall obtain, record, and maintain in the Security Register the
name and address of each registered owner of the Certificates
issued under and pursuant to the provisions of this Ordinance. Any
Certificate may, in accordance with its terms and the terms hereof,
be transferred or exchanged for Certificates of other authorized
denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Certificate to the Designated
Payment/Transfer office of 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 for transfer of any Certificate at the
Designated Payment/Transfer Office of the Paying Agent/Registrar,
one or more new Certificates shall be registered and issued to the
assignee or transferee of the previous Holder; such Certificates to
be in authorized denominations, of like Stated Maturity and of a
like aggregate principal amount as the Certificate or Certificates
surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for
other Certificates of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and for like
aggregate principal amount, upon surrender of the Certificates to
be exchanged at the Designated Payment/Transfer office of the
Paying Agent/ Registrar. Whenever any Certificates are surrendered
0123796
for exchange, the Paying Agent/Registrar shall register and deliver
Certificates, executed on behalf of and furnished by the city, to
the Holder requesting the exchange.
Ail Certificates issued upon any transfer or exchange of
Certificates shall be delivered at the Designated Payment/Transfer
office of the Paying Agent/Registrar, or sent by United States
mail, first class postage prepaid, to the Holder and, upon the
delivery thereof, the same shall be valid obligations of the city,
evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Certificates surrendered in
such transfer or exchange.
Ail transfers or exchanges of Certificates 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.
Certificates cancelled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be
"Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the
Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor
Certificates" shall include any Certificate registered and
delivered pursuant to Section 10 hereof in lieu of a mutilated,
lost, destroyed, or stolen Certificate which shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed, or
stolen Certificate.
SECTION 6: Execution - Reqistration. The Certificates
shall be executed on behalf of the city by the Mayor under its seal
reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Certificates may
be manual or facsimile. Certificates bearing the manual or
facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be
duly executed on behalf of the city, notwithstanding that one or
more of the individuals executing the same shall cease to be such
officer at the time of delivery of the Certificates to the initial
owners and with respect to Certificates delivered in subsequent
exchanges and transfers, all as authorized and provided in the Bond
Procedures Act of 1981, as amended.
No Certificate shall be entitled to any right or benefit under
this Ordinance, or be valid or obligatory for any purpose, unless
there appears on such Certificate either a certificate of
23796
registration substantially in the form provided in Section 8C,
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 SD,
manually executed by an authorized officer, employee or
representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been
duly certified, registered and delivered.
Notwithstanding the above and foregoing paragraph, the Initial
Certificates authorized for delivery to the initial owners in
Section 7 hereof shall have printed thereon both Certificates of
Registration appearing in Sections 8C and 8D hereof, and both such
certifications shall be required to be manually executed in
connection with the initial delivery of the Initial Certificates to
the initial owners and both such certificates appearing on each of
the Initial Certificates, duly signed, shall be conclusive evidence
that such Initial Certificates have been duly certified, registered
and delivered.
SECTION 7: Initial Certificates. The Certificates herein
authorized shall be initially issued as five (5) fully registered
certificates, being one certificate for each year of maturity in
the applicable principal amount and denomination and to be numbered
consecutively from 1 and upward (hereinafter called the "Initial
Certificates") and the Initial Certificates shall be registered in
the name of the initial owner or the designee thereof. The Initial
Certificates shall be the Certificates 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 owner. Any time
after the delivery of the Initial Certificates, the Paying
Agent/Registrar, pursuant to written instructions from the initial
owners, or the designee thereof, shall cancel the Initial
Certificates delivered hereunder and exchange therefor definitive
Certificates 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 owners, or the designee
thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 8: Forms. A. Forms Generally. The Certificates,
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 Certificates, shall be substantially in the forms set forth
in this Section with such appropriate insertions, omissions,
0123796
--6--
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 Certificates, 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 Certificates as evidenced by their execution. Any
portion of the text of any Certificates may be set forth on the
reverse thereof, with an appropriate reference thereto on the face
of the certificate.
The definitive Certificates and the Initial Certificates shall
be printed, lithographed, or engraved, typewritten, photocopied or
otherwise reproduced in any other similar manner, all as determined
by the officers executing such Certificates as evidenced by their
execution.
B. Form of Definitive and Initial Certificates.
REGISTERED
NO.
REGISTERED
$.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
CERTIFICATE OF OBLIGATION,
SERIES 1993
Certificate Date:
October 1, 1993
Interest Rate:
Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of Southlake (hereinafter referred to as the "city"),
a body corporate and municipal corporation in the County of
Tarrant, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof,
the Principal Amount stated above on the Stated Maturity date
specified above, without right of prior redemption, and to pay
interest (computed on the basis of a 360-day year of twelve 30-day
months) on the unpaid Principal Amount hereof from the interest
payment date next preceding the ,'Registration Date" of this
Certificate appearing below (unless this Certificate bears a
,'Registration Date" as of an interest payment date, in which case
0123~96
it shall bear interest from such date, or unless this Certificate
is authenticated prior to August 15, 1994, in which case it shall
bear interest from the date of its delivery, or the delivery of a
Predecessor Certificate, to the initial owners) 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, 1994.
Principal of this Certificate is payable at its Stated Maturity to
the registered owner hereof, upon presentation and surrender, at
the Designated Payment/Transfer office of the Paying
Agent/Registrar executing the registration certificate appearing
hereon, or its successor. Interest is payable to the registered
owner of this Certificate (or one or more Predecessor Certificates,
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. All payments of principal of, premium,
if any, and interest on this Certificate shall be without exchange
or collection charges to the owner hereof and in any coin or
currency of the United States of kmerica which at the time of
~ayment is legal tender for the payment of public and private
debts.
This Certificate is one of the series specified in its title
issued in the aggregate principal amount of $320,000 (herein
referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for the acquisition land for
municipal purposes, including, but not limited to, parks and
recreational facilities, under and in strict conformity with the
Constitution and laws of the State of Texas, particularly V.T.C.A.,
Local Government Code, Subchapter C of Chapter 271, as amended, and
pursuant to an Ordinance adopted by the City Council of the City
(herein referred to as the "Ordinance").
The Certificates 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
the provisions of which the owner or holder of this Certificate by
the acceptance hereof hereby assents, for definitions of terms; the
descr~ptlon of and the nature and extent of the tax levied for the
payment of the Certificates; the nature and extent and manner of
enforcement of the pledge; the terms and conditions relating to the
0123796
--8--
transfer or exchange of this Certificate; 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 the tax levy and the pledges, charges and covenants made
therein may be discharged at or prior to the maturity of this
Certificate, and this Certificate deemed to be no longer
Outstanding thereunder; and for the other terms and provisions
contained therein. Capitalized terms used herein have the meanings
assigned in the Ordinance.
This Certificate, 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 Certificates 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
Certificate 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 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.
It is hereby certified, recited, represented and declared that
%he 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
0123796
--9--
the Certificates 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 Certificates 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 Certificates 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
Certificates as aforestated. In case any provision in this
Certificate 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 Certificate 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 Certificate to be duly executed under the official seal of the
city as of the Certificate Date.
CITY OF SOUTHLAKE, TEXAS
COUNTERSIGNED:
Mayor
city Secretary
(SEAL)
0123796
-10-
C. *Form of Reqistration Certificate of Comptroller
of Public Accounts to appear on Initial Certificate 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 Certificate 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
(SEAL)
Comptroller of Public Accounts
of the State of Texas
De
Form of Certificate of Pa¥inq Aqent/Reqistrar to
appear on Certificates.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the
provisions of the within-mentioned~ Ordinance; the certificate or
certificates 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 principal offices of the Paying Agent/Registrar in Dallas,
Texas, is the Designated Payment/Transfer Office for this Bond.
Registration Date:
TEXAS COMMERCE TRUST COMPANY,
NATIONAL ASSOCIATION,
as Paying Agent/Registrar
By
Authorized Signature
*NOTE TO PRINTER: Do Not Print on Definitive Certificates
012~796
-ii-
E. Form of Assiqnment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and
transfers unto (Print or typewrite name, address, and zip code of
transferee:)
other identifying number:
within Certificate and all rights
irrevocably constitutes and appoints
(Social Security or
.) the
thereunder, and hereby
attorney to transfer the within Certificate 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 Certificate in every
particular.
SECTION 9: Tax Levy. To provide for the payment of the
"Debt Service Requirements" of the Certificates, being (i) the
interest on the Certificates and (ii) a sinking fund for their
redemption at maturity 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 Certificates 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 Certificates 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 Certificates shall be kept and maintained by the
City at all times while the Certificates are Outstanding, and the
taxes collected for the payment of the Debt Service Requirements on
the Certificates shall be deposited to the credit of a "Special
1993 Certificate 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 Certificates.
0123796
-12-
Proper officers of the City are hereby authorized and directed
to cause to be transferred to the Paying Agent/ Registrar for the
Certificates, 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~Certificates 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 Certificates.
Provided, however, in regard to the payments to become due on
the Certificates on August 15, 1994, sufficient current funds will
be available and are hereby appropriated to make such payments; and
proper officials of the city are hereby authorized and directed to
transfer and deposit to the credit of the Interest and Sinking
Fund, such current funds which will be sufficient to pay the amount
of the payments due on the Certificates on August 15, 1994.
SECTION 10: Mutilated - Destroyed - Lost and Stolen
Certificates. In case any Certificate shall be mutilated, or
destroyed, lost or stolen, the Paying Agent/Registrar may execute
and deliver a replacement Certificate of like form and tenor, and
in the same denomination and bearing a number not contemporaneously
outstanding, in exchange and substitution for such mutilated
Certificate, or in lieu of and in substitution for such destroyed,
lost or stolen Certificate, 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
Certificate, 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 Certificate shall be borne by the
Holder of the Certificate mutilated, or destroyed, lost or stolen.
Every replacement Certificate 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 Certificates; notwithstanding the enforceability
of payment by anyone of the destroyed, lost, or stolen
Certificates.
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 Certificates.
0123796
-13-
SECTION 11: Satisfaction of Obliqation 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 Certificates, 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.
Certificates 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 Certificates or the principal amount(s) thereof at
maturity, 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 Certificates, or the principal amount(s) thereof,
on and prior to the Stated Maturity 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 Certificates 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 Certificates, 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 Certificates and remaining unclaimed for a period
of four (4) years after the Stated Maturity of the Certificates
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.
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The term "Government Securities", as used herein, means direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of
America, which are non-callable prior to the respective Stated
Maturities of the Certificates and may be Un~ted States Treasury
Obligations such as the State and Local Government series and may
be in book-entry form.
SECTION 12: Ordinance a Contract -Amendments. 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 while any Certificates remain 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 Certificates then Outstanding affected
thereby, amend, add to, or rescind any of the provisions of this
Ordinance; provided that, without the consent of all Holders of
Outstanding Certificates, 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 Certificates,
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 Certificates,
(2) give any preference to any Certificate over any other
Certificate, or (3) reduce the aggregate principal amount of
Certificates 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 Certificates means, as of the date of determination, all
Certificates theretofore issued and delivered under this Ordinance,
except:
(1) those Certificates cancelled by the Paying
Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Certificates 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
Certificates which have been replaced with Certificates
r~g~s%ered and delivered in lieu thereof as provided in
Section 10 hereof.
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SECTION 14: Covenants to Maintain Tax-E×emDt Status.
(a) Definitions. When used in this Section 14, the following
terms have the following meanings:
"Closing Date" means the date on which the
Certificates 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) ~f
the Regulations, of the Certificates.
"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 Certificates are invested and
which is not acquired to carry out the governmental
purposes of the Certificates.
"Rebate Amount" has the meaning set forth in Section
1o148-1(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 Certificates. 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
Certificates 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
0123796
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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 Certificate 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 Certificate, 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 Certificates:
(1) exclusively own, operate and possess al~
property the acquisition, construction or improvement of
which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates
(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 Dy any person or entity who is
treated as using Gross Proceeds of the Certificates 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 Certificates to make
or finance loans to any person or entity other than a state or
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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 Hiqher 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 Certificates 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 Certificates.
(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 Certificates 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 Arbitraqe 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 Certificate is discharged. However,
to the extent permitted by law, the City may commingle
Gross Proceeds of the Certificates with other money of
the City, provided that the city separately accounts for
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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
Certificates until six years after the final Computation
Date.
(3) As additional consideration for the purchase of
the Certificates 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 the Certificatm
Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney
General of the State of Texas, the amount that when added
to the future value of previous rebate payments made for
the Certificates 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 Arbitraqe Profits. Except to the extent
permitted by section 148 of the Code and the Regulations and
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rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the
Certificates, 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 Certificates not
been relevant to either party.
(j) Elections. The city hereby directs and authorizes the
City Manager and Finance Director, 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 Certificates, in the
Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document.
SECTION 15: Delivery of Certificates in Exchange for Title
to Land. The Certificates are to be issued to W. Ralph Evags and
Linda S. Evans in exchange for and delivery of a General Warranty
Deed conveying unto the City fee simple title to that certain tract
of land consisting of 15.49 acres, more or less, out of the
survey, Abstract No. , Tarrant County, Texas.
Furthermore, upon receipt of the General Warranty Deed from the
Evans, the Mayor and city Manager are hereby authorized and
directed to execute and deliver to the City a Quit Claim Deed
conveying title to such property to the City.
SECTION 16: Qualified Tax Exempt Obliqations. That in
accordance with the provisions of paragraph (3) of subsection (b)
of Section 265 of the Code, the City hereby designates the
Certificates to be "qualified tax exempt obligations" in that the
Certificates 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 1993 will not exceed
$10,000,000.
SECTION 17: Official Statement. The Official Statement
prepared in the initial offering and sale of the Certificates by
the City, together with all addendas, supplements and amendments
thereto issued on behalf of the City, is hereby approved as to form
and content, and the City Council hereby finds that the information
and data contained in said Official Statement pertaining to the
City and its financial affairs is true and correct in all material
respects and no material facts have been omitted therefrom which
are necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
0123796
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SECTION 18: Control and Custody of Certificates. 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, and shall take and have
charge and control of the Initial Certificates pending the approval
thereof by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and their delivery to the initial
owners.
Furthermore, the Mayor, City Secretary, City Manager and
Finance Director, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and
certifications relating to the city and the issuance of the
Certificates as may be necessary for the approval of the Attorney
General, registration by the Comptroller of Public Accounts and
delivery of the Certificates to the initial owners and, together
with the City's financial advisor, bond counsel and the Paying
Agent/ Registrar, make the necessary arrangements for the delivery
of the Initial Certificates to the to the owners.
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 Certificates. 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. Ail Certificates surrendered for
payment, transfer, 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
Certificates previously certified or registered and delivered which
the city may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly cancelled by the Paying
0123796
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Agent/Registrar. Ail cancelled Certificates held by the Paying
Agent/Registrar shall be returned to the City.
SECTION 21: Legal opinion. The obligation of the initial
owners of the Certificates to accept delivery~of the Certificates
is subject to being furnished a final opinion of Fulbright &
Jaworski L.L.P., Attorneys, Dallas, Texas, approving the
Certificates as to their validity, said opinion to be dated and
delivered as of the date of the initial delivery of the
Certificates.
SECTION 22: CUSIP Numbers. CUSIP numbers may be printed or
typed on the definitive Certificates. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the
definitive Certificates shall be of no significance or effect as
regards the legality thereof and neither the City nor attorneys
approving the Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the
definitive Certificates.
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.
SECTION 24: Inconsistent Provisions. Ail 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: Governinq 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 Headinqs. The
herein are for convenience only and shall
construction hereof.
Section headings
not affect the
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.
0123796
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SECTION 28: Severabilit¥. 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 29: Public Meetinq. 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 V.T.C.A., Government Code, Chapter 551.
SECTION 30: Effective Date. This Ordinance shall take
effect and be in full force immediately from and after its date of
adoption shown below.
PASSED ON FIRST READING, October 19, 1993.
PASSED ~'~"'""'"""",,
ON SECOND READING AND ADOPTED, this November 16,
~?.~--~.-[..~..$.~'~ CITY OF SOUTHLAKE, TEXAS
.'
% ... ... ,,,,- -~.~ y o r
~ty Secre%a~9
1993.
(City Seal)
APPROVED AS TO LEGALITY:
City Attorney
0123~96
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PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of November 16, 1993 (this
"Agreement"), by and between the City of Southlake, Texas (the
"Issuer"), and Texas Commerce Trust Company, National Association,
a banking association duly organized and existing under the laws
of the United States of America, (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the
execution and delivery of its "City of Southlake, Texas,
Certificates of Obligation, Series 1993" (the "Securities"), dated
October 1, 1993, such Securities to be issued in fully registered
form only as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the
initial purchasers thereof on or about December 14, 1993; 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 "Bond Resolution" (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 maln%ain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to
0123864
the transfer and exchange thereof as provided herein and in the
"Bond Resolution".
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 for the first year of this Agreement and thereafter the
fees and amounts set forth in the Bank's current fee schedule then
in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before
90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal
Year.
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).
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 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.
"Bank office" means the principal office of the Bank as
indicated on page 11 hereof. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the Secretary
or any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer,
ending September 30th.
0125864
--2--
~-,. ~- ', 31/
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City Secretary, Finance Director or City Manager, any
one or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is
required or authorized to be closed.
"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
Resolution).
"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 Bond Resolution.
"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.
"Security Register" means a register maintained by the
Bank on behalf of the Issuer providing for the registration
and transfers of Securities.
0123864
"Stated Maturity" means the date specified in the Bond
Resolution 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 Payinq Aqent. 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 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 Bank Office.
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.
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 fiduciary
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 at
the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Reqister - Transfers and Exchanqes.
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
0123864
-4-
containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the
Issuer and Bank may prescribe. All transfers, exchanges and
replacement of Securities shall be noted in the Security Register.
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 National Association
of Securities Dealers, in form satisfactory to the Bank, 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. Certificates. The Issuer shall provide an
adequate inventory of printed Securities to facilitate transfers
or exchanges thereof. The Bank covenants that the inventory of
printed Securities 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.
0123864
-5-
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 Ban~ 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.
Section 4.05. Return of Cancelled Certificates. The Bank
will, at such reasonable intervals as it determines, surrender to
the Issuer, Securities in lieu of which or in exchange for which
other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securi-
ties. The Issuer hereby instructs the Bank, subject to the
provisions of Section 10 of the Bond Resolution, 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, or 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 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, or destroyed, lost or stolen.
0123864
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 a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by Issuer.
0123864
-7-
(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.
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 - Fiduciary Account/
Collateralization. A fiduciary account shall at all times be kept
and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder 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 fiduciary accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such fiduciary account shall be made by check
drawn on such fiduciary account unless the owner of such
Securities shall, at its own expense and risk, request such other
medium of payment.
The Bank shall be under no liability for interest on any
money received by it hereunder.
Subject to the applicable unclaimed property laws of the
State of Texas, any money deposited with the Bank for the payment
of the principal, premium (if any), or interest on any Security
and r~maining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to
the Issuer, and the Holder of such Security shall thereafter look
0123864
only to the Issuer for payment thereof, and all liability of the
Bank with respect to such moneys shall thereupon cease.
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 either the Bank Office or the administrative offices
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 to determine the rights of
any Person claiming any interest herein.
Section 5.08. DT Services. It is hereby represented and
warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the
Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements", effective August
1, 1987, which establishes requirements for securities to be
eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and
funds availability, transfer turnaround time, and notification of
redemptions and calls.
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. Assiqnment. 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
0123864
-9--
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 page 11.
Section 6.04. Effect of Headinqs. The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assiqns.
agreements herein by the Issuer shall bind
assigns, whether so expressed or not.
Ail covenants and
its successors and
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. Benefits of Aqreement. 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 6.08. Entire Aqreement. This Agreement and the Bond
Resolution 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 Bond
Resolution, the Bond Resolution shall govern.
Section 6.09. 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 6.10. 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 given to the Holders of the
Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and 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 other pertinent books and records relating
-10-
to the Securities, to the successor
designated and appointed by the Issuer.
The provisions of Section 1.02 and
survive and remain in full force and
termination of this Agreement.
Paying Agent/Registrar
of Article Five shall
effect following the
Section 6.11. Governinq Law. This Agreement shall be
construed in accordance with and governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
TEXAS COMMERCE TRUST
NATIONAL ASSOCIATION
COMPANY,
[SEAL]
Attest:
Title:
BY
Title:
Mailing Address:
Debt Administration Division
P. O. Box 2320
Dallas, Texas 75221-2320
Delivery Address:
Debt Administration Division
1201 Elm Street, 30th Floor
Dallas, Texas 75201
CITY OF SOUTHLAKE, TEXAS
(CITY SEAL)
Attest:
BY
Mayor
Address: 667 N. Carroll Avenue
Southlake, Texas 76092
city Secretary
0123864
-11--
Fort Worth Star-Telegram
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102
1111 STATE OF TEXAS
ty of Tarrant
Before me , a Notary Public in and for said County and State , this day
personally appeare-,44-HIeM68sa6S41esoy1 Y Billing Specialist for the Fort Worth
Star-Telegram , puk ialle,las R—L1 BWG Star-Telegram Inc . at Fort Worth, in Tarrant
Count , BLES-195;OSBlSiw�dwoDalp being duly sworn, did depose and say that the
y Texas ; a n c pe5 ,B.9�I�l�loo;s ulgwoo,gl
following clippincua6.$s1lio; 960, os'st ; isement was published in the above named
paper on the fo111 5,45SA ;Sa 45,pl�poo�
4 I MPIo��LI-Ol
;uesa.JdsewXyea.O 6LLL-BE9
GM Jo OP96-66L'0 'Auod a114M
Pes
a.nseeld ueyx0al 1„Siapeso
BBBB9qhy n
'seull-eguga spue4 aµuaO
O Iddad ;wwS
'4E'Sl'aL99L-E6L'O01 S'a loJq
yyge� a �A ga TOTAL
DATE E I AD INVOICE NO. v�' 9� a AD SIZE INCH/LINE RATE AMOUNT
V6L5-ZZEL'anew.te�6 ald.._.__ dep)4 pAgSPIiplo'IAS'6e j
NOV 19 2581434 CL • oitpj- L6S lelo;uja en.% 1X351L 35 . 43 15. 05
n o v SMou„.dd59zl-ElE-olz SMOG
V Paa Pa�a;sl6a�l
on�e96---L1B(leuol;do).,lnn
Iq V paJa;s16a6
IaBL- ;0 OOLLig6�:
SIGNE
411iBSCRIBED AND SWORN TO BEFORE ME, T IS THE 19th AY OF NOV +,�►993
NOTARY PUBL C 1‘44g0„,
e ..'" LINDA K. BLEVINS '',
'�' TARRANT CO ' TY, TEXA
'_ "'/"1•d COMMISSION EXPIRES
��sle ,t-f SEPTEMBER 13, 1997
hB of--
NOV..2 L _
'it-
TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT—
REMIT TO : 400 W . SEVENTH , FW , TX 76102
Fort W9r t h far-Tele ram NUMBER CIT57 AMOUNT
DUE15 . 05
1 1
PAGE OF
S
CITY OF SOUTHLAKE
667 N CARROLL AVE PLEASE PAY 15. 05
SOUTHLAKE TX 76092-9595 THISAMOUNT
ATTN : FAX
PLEASE WRITE IN AMOUNT ENCLOSED
Fort Worth Star-Telegram
40C W.SEVENTH STREET•FORT WORTH,TEXAS 76102
41/1STATE OF TEXAS
ty of Tarrant
Before me, a Notary Public in and for said County and State , this day
personally appeared PENNY GRAY Billing Specialist for the Fort Worth
Star-Telegram , published by the Star-Telegram Inc . at Fort Worth, in Tarrant
County , Texas; and who, after being duly sworn, did depose and say that the
following clipping of an advertisement was published in the above named
paper on the following dates :
TOTAL
DATE AD INVOICE NO. DESCRIPTION AD SIZE 1 INCH,LINE RATE AMOUNT
OCT 22 2566586 CL . 358 1X431L 43 . 43 18 . 49
'oct 22
NOTICE OF
NOTICE PUBLIC HEARING
GIV-
EN TO ALL INTERESTED
PER SONS that the City Coun-
! Cli of the Ity of Southiake,
Texas,will t�tholding a oublic
'hearing during the Y993,
Regular
ggheld on Novemberla.1993o bee-
ingnwliiabe held intthe City
Council Chambers of City
Hall,667 North C rroll Ave-
--- ---- - nnue, Southiake, l�exas. The
Istroconsider�thefollowingonr9- A _^ _dinance: (7;)
ORDINANCE No.586
AN ORDINANCE authoriz-
InggtheIssuanceof"CITYOF �+ `
CERTIFICATES OF OBLI-I N E
A-AsC6\CLA15—
GATION, SERIES 1993"; T IS THE D Y OF oUBSCIBED AND SWORN specltyingthes
termsandfea- 22rid ��/OCT. r 1 9
vidlnaforthepaymento said NOTARY P U B L I C♦.�wa ,u re.
• certificates of obligation by
- •, the levy of an ad vaiorem tax
� . upon all taxable property
���' within the City;and resoiving
1s<:.� other matters lncldentand re- a T A R R A N T COUNT , TEXAS
�,.? ,y lating to the Issuance Day- SP
�i,,. '♦�'d men,security,saleanddeiIv
'� y-"S ery of said Certificates
''N:',....- InCudin99 the approval and Iv
��,�r distribution of an Official �,
..._� Statement pertaining thereto;
and providing an effective
date.
City of Southlake,Texas
Sandra L.LeGrand
itv Secretary
TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT—
REMIT TO : 400 W . SEVENTH, FW , TX 76102
Fort Worth Star-Telegram
ACCOUNT AMOUNT
2566586 NUMBER CIT57 DUE 18 . 49
PAGE vF 1
• CITY OF SOUTHLAKE
667 N CARROLL AVE - IPLEASEPA
Y 18 . 49
SOUTHLAKE TX 76092 9595 THISAMOUNT
ATTN :
PLEASE WRITE IN AMOUNT ENCLOSED