0670AN
ORDINANCE authorizing the issuance of "CITY OF
SOUTHLAKE, TEXAS, TAX A~D WATERWORKS AND SEWER
SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF
OBLIGATION, SERIES 1997"; 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 a limited pledge of the net
revenues from the operation of the City's
Waterworks and Sewer System; and resolving other
matters incident and relating to the issuance,
payment, security, sale and delivery of said
Certificates, 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, notice of the City Council's intention to issue
certificates of obligation in the maximum principal amount of
$9,670,000 for the purpose of paying contractual obligations to be
incurred for (a) the construction of (i) improvements and
extensions to water and sewer facilities, including the
acquisition of land therefor, (ii) street and drainage
improvements, (iii) improvements to municipal buildings, including
the city hall complex and the public works building, (b) the
purchase of materials, equipment and machinery for various city
departments, including the public works, parks and recreation and
public safety departments and computers for city departments, and
(c) professional services rendered in relation to such projects
and the financing thereof, has been duly published in The Fort
Worth Star Telegram, a newspaper hereby found and determined to be
of general circulation in the City of Southlake, Texas, on
, 1997 and , 1997, the date the
first publication of such notice being not less than fifteen (15)
days prior to the tentative date stated therein for the second
reading and final passage of the ordinance authorizing the
issuance of such certificates; and
WHEREAS, no petition protesting the issuance of the
certificates of obligation and bearing valid petition signatures
of at least 5% of the qualified electors of the City, has been
presented to or filed with the Mayor, City Secretary or any other
official of the City 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 the aforesaid notice
should be issued and sold at this time; 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 $9,670,000, to be designated and bear the title "CITY OF
SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED
PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1997"
(hereinafter referred to as the "Certificates"), for the purpose
of paying contractual obligations to be incurred for (a) the
construction of (i) improvements and extensions to water and sewer
facilities, including the acquisition of land therefor, (ii)
street and drainage improvements, (iii) improvements to municipal
buildings, including the city hall complex and the public works
building, (b) the purchase of materials, equipment and machinery
for various city departments, including the public works, parks
and recreation and public safety departments and computers for
city departments, and (c) professional services rendered in
relation to such projects and the financing thereof, 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
February 15, 1997 (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 February 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(s)
1998 $ 45,000 %
1999 310,000 %
2000 325,000 %
2001 340,000 %
2002 355,000 %
2003 375,000 %
2004 390,000 %
2005 410,000 %
2006 435,000 %
2007 455,000 %
2008 480,000 %
2009 505,000 %
2010 535,000 %
2011 565,000 %
2012 595,000 %
2013 630,000 %
2014 670,000 %
2015 705,000 %
2016 750,000 %
2017 795,000 %
The Certificates shall bear interest on the unpaid principal
amounts from the Certificate Date at the rate per annum shown
above in this Section (calculated on the basis of a 360-day year
of twelve 30-day months), and such interest shall be payable on
February 15 and August 15 of each year, commencing February 15,
1998.
SECTION 3: Terms of Payment-Pa¥inq Aqent/Reqistrar. The
principal of, premium, if any, and the interest on the
Certificates, due and payable by reason of maturity, redemption,
or otherwise, 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.
The selection and appointment of Texas Commerce Bank National
Association, Dallas, Texas to serve as Paying Agent/Registrar for
the Certificates is hereby approved and confirmed. Books and
records relating to the registration, payment, transfer and
exchange of the Certificates (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 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.
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Principal of and premium, if any, on the Certificates shall be
payable at the Stated Maturities or the redemption thereof only
upon presentation and surrender of the Certificates to the Paying
Agent/Registrar at its designated 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
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 next preceding the date of mailing of such notice.
SECTION 4: Redemption. (a) Optional Redemption. The
Certificates having Stated Maturities on and after February 15,
2008, shall be subject to redemption prior to maturity, 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,
2007, or on any date thereafter at the redemption price.of par
plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45)
days prior to a redemption date for the Certificates (unless a
shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the city shall notify the Paying Agent/Registrar
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of the decision to redeem Certificates, the principal amount of
each Stated Maturity to be redeemed, and the date of redemption
therefor. The decision of the City to exercise the right to
redeem Certificates shall be entered in the minutes of the
governing body of the City.
(c) Selection of Certificates for Redemption. If less than
all Outstanding Certificates of the same Stated Maturity are to be
redeemed on a redemption date, the Paying Agent/ Registrar shall
treat such Certificates as representing the number of Certificates
Outstanding which is obtained by dividing the principal amount of
such Certificates by $5,000 and shall select the Certificates to
be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days
prior to a redemption date for the Certificates, 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 Certificate to be redeemed in whole
or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next
preceding the date of mailing such notice, and any notice of
redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
Ail notices of redemption shall (i) specify the date of
redemption for the Certificates, (ii) identify the Certificates to
be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be
redeemed, (iii) state the redemption price, (iv) state that the
Certificates, 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, provided moneys sufficient for
the payment of such Certificate (or 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 and
(v) specify that payment of the redemption price for the
Certificates, 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 of the
Certificates. If a Certificate is subject by its terms to prior
redemption and has been called for redemption and notice of
redemption has been duly given as hereinabove provided, such
Certificate (or the principal amount thereof to be redeemed) shall
become due and payable and interest thereon shall cease to accrue
from and after the redemption date therefor.
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SECTION 5: Reqistration - Transfer - Exchanqe of
Certificates-Predecessor Certificates. The Paying
Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of each and every owner of the
Certificates issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any
Certificate may 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
Paying Agent/Registrar for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by
the Holder or by his duly authorized agent, in form satisfactory
to the Paying Agent/Registrar.
Upon surrender of any Certificate 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
Certificates of authorized denominations and having the same
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 of like
aggregate principal amount as the Certificates surrendered for
exchange, upon surrender of the Certificates to be exchanged at
the Designated Payment/Transfer office of the Paying Agent/
Registrar. Whenever any Certificates are surrendered for
exchange, the Paying Agent/Registrar shall register and deliver
new Certificates to the Holder requesting the exchange.
Ail Certificates issued in any transfer or exchange of
Certificates 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 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.
0398.~74
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 new
Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost,
destroyed, or stolen Certificate for which a replacement
Certificate has been issued, registered and delivered in lieu
thereof pursuant to the provisions of Section 19 hereof and such
new replacement Certificate shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed, or stolen
Certificate.
Neither the City nor the Paying Agent/ Registrar shall be
required to issue or transfer to an assignee of a Holder any
Certificate called for redemption, in whole or in part, within 45
days of the date fixed for the redemption of such Certificate;
provided, however, such limitation on transferability shall not be
applicable to an exchange by the Holder of the unredeemed balance
of a Certificate 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
Certificates, the City hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement and transfer
system provided by The Depository Trust Company (DTC), a limited
purpose trust company organized under the laws of the State of New
York, in accordance with the requirements and procedures
identified in the Letter of Representation, by and between the
City, the Paying Agent/Registrar and DTC (the "Depository
Agreement") relating to the Certificates.
Pursuant to the Depository Agreement and the rules of DTC, the
Certificates shall be deposited with DTC who shall hold said
Certificates for its participants (the "DTC Participants"). While
the Certificates are held by DTC under the Depository Agreement,
the Holder of the Certificates 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 Certificate (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 Certificates 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 Certificates, the City covenants and agrees
with the Holders of the Certificates to cause Certificates to be
printed in definitive form and provide for the Certificate
certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the
Certificates in definitive form shall be assigned, transferred and
exchanged on the Security Register maintained by the Paying
Agent/Registrar and payment of such Certificates shall be made in
accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: 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
purchaser(s) 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
registration substantially in the form provided in Section 9C,
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 9D,
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.
SECTION 8: Initial Certificate(s). The Certificates
herein authorized shall be initially issued either (i) as a single
fully registered certificate in the total principal amount of
$4,100,000 with principal installments to become due and payable
as provided in Section 2 hereof and numbered T-i, or (ii) as
twenty (20) fully registered certificates, fully registered
certificates, being one certificate 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 Certificate(s)") and, in either case, the Initial
Certificate(s) shall be registered in the name of the initial
purchaser(s) or the designee thereof. The Initial Certificate(s)
shall be the Certificates submitted to the office of the Attorney
General of the State of Texas for approval, certified and
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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 Certificate(s), the Paying
Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) 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 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
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, 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 Certificate(s)
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.
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039~74
REGISTERED
NO.
Form of Certificates.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 1997
REGISTERED
$
Certificate Date:
February 15, 1997
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
Counties of Tarrant and Denton, 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, 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
Certificate Date 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, cormmencing February 15, 1998. Principal of this Certificate
is payable at its Stated Maturity or redemption 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;
provided, however, while this Certificate is registered to Cede &
Co., the payment of principal upon a partial redemption of the
principal amount hereof may be accomplished without presentation
and surrender of this Certificate. 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
P~¥ing 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 America
which at the time of payment 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 $9,670,000 (herein
referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (a) the construction of
(i) improvements and extensions to water and sewer facilities,
including the acquisition of land therefor, (ii) street and
drainage improvements, (iii) improvements to municipal buildings,
including the city hall complex and the public works building, (b)
the purchase of materials, equipment and machinery for various
city departments, including the public works, parks and recreation
and public safety departments and computers for city departments,
and (c) professional services rendered in relation to such
projects and the financing thereof, 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").
Tke Certificates maturing on and after February 15, 2008, 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, 2007, or on any
date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption and upon 30 days prior
written notice being sent by United States Mail, first class
postage prepaid, to the registered owners of the Certificates to
be redeemed, and subject to the terms and provisions relating
thereto contained in the Ordinance. If a Certificate (or any
portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon
said redemption date such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the
redemption date therefor, provided moneys for the payment of the
redemption price and the interest on the principal amount to be
r~deemed to the date of redemption are held for the purpose of
such payment by the Paying Agent/Registrar.
In the event of a portion of the principal amount of a
Certificate 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 Certificate to the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and a new
Certificate or Certificates 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 Certificate
is selected for redemption, in whole or in part, the City and the
Paying Agent/Registrar shall not be required to transfer such
Certificate to an assignee of the registered owner within 45 days
of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an
exchange by the registered owner of the unredeemed balance of a
Bond redeemed in part.
The 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 and from a limited pledge of the
Net Revenues (as defined in the Ordinance) of the City's combined
Waterworks and Sewer System (the "System"), such pledge being
limited to an amount not in excess of $1,000 and, together with a
parity pledge securing the payment of the Previously Issued
Certificates, being junior and subordinate to the lien on and
pledge of such Net Revenues securing the payment of "Prior Lien
Obligations" (identified and defined in the Ordinance) now
outstanding and hereafter issued by the City. In the Ordinance,
the City reserves and retains the right to issue Prior Lien
Obligations without limitation as to principal amount but subject
to any applicable terms, conditions or restrictions under law or
otherwise.
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 description of and the
nature and extent of the tax levied for the payment of the
Certificates; the nature and extent of the limited pledge of the
Net Revenues securing the payment of the Certificates; the terms
and conditions relating to the 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 pledge of the Net Revenues and covenants made in
the Ordinance 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 or its 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
tkirty (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 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 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:
--J
City Secretary
*Form of Reqistration Certificate of Comptroller
of Public Accounts to appear on Initial Certificate(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 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
*NOTE TO PRINTER: Do Not Print on Definitive Certificates
Do
Form of Certificate of Payinq Aqent/Reqistrar to
appear on Definitive Certificates only.
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 designated offices of the Paying Agent/Registrar located
in Dallas, Texas, is the "Designated Payment/Transfer Office" for
this Certificate.
Registration Date:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Dallas, Texas,
as Paying Agent/Registrar
By
Authorized Signature
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:) .....................
i~ocial ............ ~d~i~y or ~%~' .... iden%~Qi~'~ ............................
................ ) the within Certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints
for registration thereof, with full power of substitution in the
premises.
DATED: ..................
Signature guaranteed: ment must correspond with the name
..................... of the registered owner as it appears on
the face of the within Certificate in
every particular.
Fo
The Initial Certificate(s) shall be in the form set forth
in paraqraph B of this Section, except that the form of
a sinqle fully reqistered Initial Certificate shall b~
modified as follows:
(i) immediately under the name of the certificate the
headings "Interest Rate " and "Stated Maturity
"shall both be omitted;
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Dollars
The City of Southlake (hereinafter referred to as the
"City"), a body corporate and municipal corporation in the
Counties of Tarrant and Denton, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to
pay to the order of the Registered Owner named above, or the
registered assigns thereof, the Principal Amount hereinabove
stated on February 15 in each of the years and in principal
installments in accordance with the following schedule:
PRINCIPAL INTEREST
YEAR INSTALL~ENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to
maturity) and to pay interest on the unpaid principal amounts
hereof from the Certificate Date at the per annum rate(s) 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, conunencing February 15,
1998. Principal installments of this Certificate are payable at
its Stated Maturity or on a prepayment date to the registered
owner hereof by Texas Commerce Bank National Association, Dallas,
Texas (the "Paying Agent/Registrar"), upon presentation and
surrender, at its designated offices in Dallas, Texas (the
"Designated Payment/Transfer Office"). Interest is payable to the
registered owner of this Certificate 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 hereof 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 America which at the time of
payment is legal tender for the payment of public and private
debts.
SECTION 10: Definitions. For purposes of this Ordinance
and for clarity with respect to the issuance of the Certificates
herein authorized, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same
appears herein without qualifying language, are defined to mean as
follows:
(a) The term "Certificates" shall mean the
$9,670,000 "City of Southlake, Texas, Tax and Waterworks
and Sewer System (Limited Pledge) Revenue Certificates
of Obligation, Series 1997" authorized by this
Ordinance.
(b) The term "Certificate Fund" shall mean the
special Fund created and established under the
provisions of Section 11 of this Ordinance.
(c) The term "Collection Date" shall mean, when
reference is being made to the levy and collection of
annual ad valorem taxes, the date the annual ad valorem
taxes levied each year by the City become delinquent.
(d) The term "Fiscal Year" shall mean the twelve
month financial accounting period used by the City in
connection with the operation of the System which may be
any twelve consecutive month period established by the
City.
(e) The term "Government Securities" shall mean
direct 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, and the United States Treasury
obligations such as its State and Local Government
Series in book-entry form.
(f) The term "Gross Revenues" shall mean all
income, receipts and revenues of every nature derived or
received from the operation and ownership (excluding
refundable meter deposits, restricted gifts and grants
in aid of construction) of the System, including
earnings and income derived from the investment or
deposit of moneys in any special funds or accounts
created and established for the payment and security of
the Prior Lien Obligations payable solely from the
revenues of the System and other obligations payable
solely from and secured only by a lien on and pledge of
the Net Revenues.
(g) The term "Maintenance and Operating Expenses"
shall mean all current expenses of operating and
maintaining the System, including all salaries, labor,
materials, repairs and extensions necessary to render
efficient service; provided, however, that only such
repairs and extensions, as in the judgment of the City
Council, reasonably and fairly exercised, are necessary
to maintain the operations and render adequate service
to the City and the inhabitants thereof, or such as
might be necessary to meet some physical accident or
condition which would otherwise impair obligations
payable from Net Revenues shall be deducted in
determining "Net Revenues". Depreciation charges shall
not be considered Maintenance and Operating Expenses.
Maintenance and Operating Expenses shall include
payments under contracts for the purchase of water
supply, treatment of sewage or other materials, goods,
services, or facilities for the System to the extent
authorized by law and the provisions of such contract.
(h) The term "Net Revenues" shall mean the Gross
Revenues of the System, with respect to any period,
after deducting the System's Maintenance and Operating
Expenses during such period.
(i) 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 for which
payment has been duly provided by the City in
accordance with the provisions of Section 20
hereof; and
(3) those Certificates that have been
mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered
and delivered in lieu thereof as provided in
Section 19 hereof.
(j) The term "Previously Issued Certificates"
shall mean the outstanding (1) "City of Southlake,
Texas, Tax and Waterworks and Sewer System (Limited
Pledge) Revenue Certificates of Obligation,
Series 1990", dated August 1, 1990, issued in the
original principal amount of $1,100,000, (2) "City of
Southlake, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation,
Series 1992", dated May 1, 1992, issued in the original
principal amount of $1,300,000, (3) "City of Southlake,
Texas, Tax and Waterworks and Sewer System (Limited
Pledge) Revenue Certificates of Obligation, Series
1994", dated December 1, 1994, originally issued in the
principal amount of $4,350,000 and (4) "City of
Southlake, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation,
Series 1996", dated February 15, 1996, originally issued
in the principal amount of $2,380,000.
(k) The term "Prior Lien Obligations" shall mean
(i) the outstanding and unpaid (1) "city of Southlake,
Texas, Waterworks and Sewer System Revenue Bonds, Series
1984", dated May 1, 1984, originally issued in the
aggregate principal amount of $500,000, (2) "City of
Southlake, Texas, Waterworks and Sewer System Revenue
Refunding Bonds, Series 1987", dated March 1, 1987, and
originally issued in the aggregate principal amount of
$217,000 and (3) "City of Southlake, Texas, Tax and
Waterworks and Sewer System Surplus Revenue Certificates
of Obligation, Series 1992-A", dated October 1, 1992,
and originally issued in the aggregate principal amount
of $1,300,000, and (ii) obligations hereafter issued
which by the terms of the authorizing ordinance are made
payable from and secured by a lien on and pledge of the
Net Revenues of the System ranking prior and superior to
the lien and pledge securing the payment of the
Certificates.
(1) The term "System" shall mean all properties,
facilities and plants currently owned, operated and
maintained by the City for the supply, treatment,
transmission and distribution of treated potable water
and the collection, treatment and disposal of
water-carried wastes, together with all future
extensions, improvements, replacements and additions
thereto.
SECTION 11: Certificate Fund. For the purpose of paying
the interest on and to provide a sinking fund for the payment,
redemption and retirement of the Certificates, there shall be and
is hereby created a special account or fund on the books and
records of the City known as the "SPECIAL SERIES 1997 TAX AND
REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited
to the credit of such Fund shall be shall be kept and maintained
in a special banking account at the City's depository bank.
Authorized officials of the City are hereby authorized and
directed to make withdrawals from said Fund sufficient to pay the
principal of and interest on the Certificates as the same become
due and payable, and, shall cause to be transferred to the Paying
Agent/Registrar from moneys on deposit in the Certificate Fund an
amount sufficient to pay the amount of principal and/or interest
falling due on the Certificates, such transfer of funds to the
Paying Agent/Registrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying
Agent/Registrar on or before the last business day next preceding
each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar,
money in the Certificate Fund may, at the option of the City, be
invested in obligations identified in, and in accordance with the
provisions of the "Public Funds Investment Act" (V.T.C.A.,
Government Code, Chapter 2256) relating to the investment of "bond
proceeds"; provided that all such investments shall be made in
such a manner that the money required to be expended from said
Fund will be available at the proper time or times. All interest
and income derived from deposits and investments in said
Certificate Fund shall be credited to, and any losses debited tof
the said Certificate Fund. All such investments shall be sold
promptly when necessary to prevent any default in connection with
the Certificates.
SECTION 12: Tax Levy. To provide for the payment of the
"Debt Service Requirements" on the Certificates being (i) the
interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount
shall be the greater), there shall be and there is hereby levied
for the current year and each succeeding year thereafter while
said Certificates or any interest thereon shall remain
Outstanding, a sufficient tax on each one hundred dollars'
valuation of taxable property in said City, adequate to pay such
Debt Service Requirements, full allowance being made for
delinquencies and costs of collection; said tax shall be assessed
and collected each year and applied to the payment of the Debt
Service Requirements, and the same shall not be diverted to any
other purpose. The taxes so levied and collected shall be paid
into the Certificate Fund. The City Council hereby declares its
purpose and intent to provide and levy a tax legally and fully
sufficient to pay the said Debt Service Requirements, it having
been determined that the existing and available taxing authority
of the City for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding
indebtedness.
Accrued interest and premium, if any, received from the
purchasers of the Certificates shall be deposited to the
Certificate Fund. In addition, any surplus proceeds from the sale
of the Certificates not expended for authorized purposes shall be
deposited in the Certificate Fund, and such amounts so deposited
shall reduce the sums otherwise required to be deposited in said
Fund from ad valorem taxes.
SECTION 13: Limited Pledqe of Net Revenues. The City
hereby covenants and agrees that, subject to the prior lien on and
pledge of the Net Revenues of the System to the payment and
security of Prior Lien Obligations, the Net Revenues of the System
in an aggregate amount not to exceed $1,000 are hereby irrevocably
pledged to the payment of the principal of and interest on the
Certificates, and the limited pledge of $1,000 of the Net Revenues
of the System herein made for the payment of the Certificates
shall constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and shall be on a
parity in all respects with the lien on the Net Revenues securing
the payment of the Previously Issued Certificates. Furthermore,
such lien on and pledge of the Net Revenues securing the payment
of the Certificates shall be valid and binding without further
action by the City and without any filing or recording except for
the filing of this Ordinance in the records of the City.
SECTION 14: System Fund. The City covenants and agrees
that all Gross Revenues (excluding earnings from the investment of
money held in any special funds or accounts created for the
payment and security of the Prior Lien Obligations) shall be
deposited as collected into a fund maintained at an official
depository of the City and known on the books of the City as the
"city of Southlake Waterworks and Sanitary Sewer System Fund"
(hereinafter called the "System Fund"). All moneys deposited to
the credit of the System Fund shall be allocated, appropriated and
budgeted to the extent required for the following purposes and in
the order of priority shown, to wit:
First: To the payment of all necessary and
reasonable Maintenance and Operating Expenses of the
System as defined herein or required by statute to be a
first charge on and claim against the Gross Revenues,
Second: To the payment of all amounts required to
be deposited in the special Funds created and
established for the payment, security and benefit of
Prior Lien Obligations in accordance with the terms and
provisions of the ordinances authorizing the issuance of
Prior Lien Obligations.
Third: To the payment,
the limited amounts pledged
Previously Issued Certificates
equally and ratably, of
to the payment of the
and the Certificates.
Any Net Revenues remaining in the System Fund after
satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be appropriated
and used for any other City purpose now or hereafter permitted by
law.
SECTION 15: Security of Funds. Ail moneys on deposit in
the Funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested) shall be
secured in the manner and to the fullest extent required by the
laws of Texas for the security of public funds, and moneys on
deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 16: Special Covenants.
covenants as follows:
The City hereby further
-22-
(a) It has the lawful power to pledge the Net
Revenues of the System to the payment of the
Certificates in the manner herein contemplated and has
lawfully exercised such power under the Constitution and
laws of the State of Texas, including said power
existing under Articles 1111 et seq., V.A.T.C.S. and
V.T.C.A., Local Government Code, Sections 271.041, et
seq.
(b) Other than for the payment of the
Certificates, the Previously Issued Certificates and the
Prior Lien Obligations, the Net Revenues of the System
have not in any manner been pledged to the payment of
any debt or obligation of the City or of the System.
SECTION 17: Issuance of Prior Lien Obliqations/Additiona]
Parity Obliqations. The City hereby expressly reserves the right
to hereafter issue Prior Lien Obligations, without limitation as
to principal amount but subject to any terms, conditions or
restrictions applicable thereto under law or otherwise, and such
Prior Lien Obligations hereafter issued may be payable, in whole
or in part, from the Net Revenues (without impairment of the
obligation of contract with the Holders of the Certificates) upon
such terms and conditions as the City Council may determine.
Additionally, the City reserves the right without any limitations
to issue additional obligations payable (in whole or in part) from
and secured by lien on and pledge of the Net Revenues of the
System of equal rank and dignity with the lien on and pledge of
such Net Revenues securing the payment of the Previously Issued
Certificates and the Certificates.
SECTION 18: Application of Prior Lien Obliqation$
Covenants and Aqreements. It is the intention of this governing
body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon
the management and operations of the System, and the administering
and application of revenues derived from the operation thereof,
shall to the extent possible be harmonized with like provisions,
agreements and covenants contained in the ordinances authorizing
the issuance of the Prior Lien Obligations, and to the extent of
any irreconcilable conflict between the provisions contained
herein and in the ordinances authorizing the issuance of the Prior
Lien Obligations, the provisions, agreements and covenants
contained therein shall prevail to the extent of such conflict and
be applicable to this Ordinance but in all respects subject to the
priority of rights and benefits, if any, conferred thereby to the
holders of the Prior Lien Obligations. Notwithstanding the above,
any change or modification affecting the application of revenues
derived from the operation of the System shall not impair the
obligation of contract with respect to the limited pledge of
revenues herein made for the payment and security of the
Certificates.
SECTION 19: 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.
SECTION 20: 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 the Net Revenues of the System (to the
extent such limited pledge of Net Revenues shall not have been
discharged or terminated by prior payment of principal of or
interest on the Certificates) 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
e×Dress~d above in this Section when (i) money sufficient to pay
in full such Certificates or the principal amount(s) thereof at
maturity or 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 Certificates,
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 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, or applicable
redemption date, 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.
SECTION 21: 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 so long as any Certificate remains
Outstanding except as permitted in this Section. The City may,
without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders, including the curing
of a~y 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,
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 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.
SECTION 22: 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
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) of
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 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 Certificates. Any reference to any specific
0398374 -26-
Regulation shall also
proposed, temporary or
designed to supplement,
Regulation referenced.
mean, as appropriate, any
final Income Tax Regulation
amend or replace the specific
"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
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 all
property the acquisition, construction or improvement of
which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates, 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 Certificates
or any property the acquisition, construction or
improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds, 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 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 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 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 Certificate 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
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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
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
Mayor, city Secretary, City Manager and Director of Finance,
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 Certificates,
in the Certificate as to Tax Exemption or similar or other
appropriate certificate, form or document.
SECTION 23: Sale of Certificates - Official Statement
Approval. The Certificates authorized by this Ordinance are
hereby sold by the City to
(herein collectively
referred to as the "Purchasers") in accordance with the Purchase
Contract (the "Purchase Contract"), dated February 18, 1997,
attached hereto as Exhibit B and incorporated herein by reference
as a part of this Ordinance for all purposes. The Mayor is hereby
authorized and directed to execute said Purchase Contract for and
on behalf of the City and as the act and deed of this Council, and
in regard to the approval and execution of the Purchase Contract,
the Council hereby finds, determines and declares that the
representations, warranties and agreements of the City contained
therein are true and correct in all material respects and shall be
honored and performed by the City.
Furthermore, the use of the Preliminary official Statement,
dated February 4, 1997 in connection with the public offering and
sale of the Certificates is hereby ratified, confirmed and
aDDr0ved in all respects. The final official Statement reflecting
the terms of sale, attached as exhibit A to the Purchase Contract
(together with such changes approved by the Mayor, City Secretary,
Director of Finance or City Manager, any one or more of said
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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 February 18, 1997, in the
reoffering, sale and delivery of the Certificates to the public.
The Mayor and City Secretary are further authorized and directed
to manually 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 Official Statement in the final form
and content manually executed by any one or more of 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 24: Proceeds of Sale. The proceeds of sale of the
Certificates, excluding the accrued interest and premium, if any,
received from the Purchasers, shall be deposited in a construction
fund maintained at the city's depository bank. Pending
expenditure for authorized projects and purposes, such proceeds of
sale may be invested in authorized investments and any investment
earnings realized may be expended for such authorized projects and
purposes or deposited in the Certificate Fund as shall be
determined by the City Council. Accrued interest and premium, if
any, as well as all surplus proceeds of sale of the Certificates,
including investment earnings, remaining after completion of all
authorized projects or purposes shall be deposited to the credit
of the Certificate Fund.
SECTION 25: 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 the sale
of the Certificates, the investigation by the Attorney General of
the State of Texas, including the printing and supply of
definitive Certificates, and shall take and have charge and
control of the Initial Certificate(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.
Furthermore, the Mayor, city Secretary, Director of Finance
and City Manager, 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, including a certification as to facts, estSmates,
circumstances and reasonable expectations pertaining to the use
and expenditure and investment of the proceeds of the Certificates
as may be necessary for the approval of the Attorney General and
their registration by the Comptroller of Public Accounts. In
addition, such officials, together with the city's financial
advisor, bond counsel and the Paying Agent/Registrar, are
authorized and directed to make the necessary arrangements for the
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0398~74
delivery of the Initial Certificate(s) to the Purchasers and the
initial exchange thereof for definitive Certificates.
SECTION 26: 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 27: Cancellation. Ail Certificates surrendered
for payment, redemption~ 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
Agent/Registrar. All cancelled Certificates held by the Paying
Agent/Registrar shall be returned to the city.
SECTION 28: Bond Counsel's Opinion. The Purchasers'
obligation to accept delivery of the Certificates is subject to
being furnished a final opinion of Fulbright & Jaworski L.L.P.,
Dallas, Texas, approving the Certificates as to their validity,
said opinion to be dated and delivered as of the date of delivery
and payment for the Certificates. An executed counterpart of said
opinion shall accompany the global certificates deposited with The
Depository Trust Company or a reproduction thereof shall be
Drinted on the definitive Certificates in the event the book entry
only system shall be discontinued.
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SECTION 29: 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 30: 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, and this Ordinance and all its provisions is
intended to be and shall be for the sole and exclusive benefit of
the city, the Paying Agent/Registrar and the Holders.
SECTION 31: 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 32: 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 33: Effect of Headinqs. The Section headings
herein are for convenience only and shall not affect the
construction hereof.
SECTION 34: 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 35: 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 36: Continuing Disclosure Undertakinq. (a)
Definitions. As used in this Section, the following terms have
the meanings ascribed to such terms below:
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"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has
determined to be a nationally recognized municipal securities
information repository within the meaning of the Rule from time to
time.
"Rule" means SEC Rule 15c2-12, as amended from time to
time.
"SEC" means the United States Securities and Exchange
Commission.
"SID" means any person designated by the State of Texas
or an authorized department, officer, or agency thereof as, and
determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. The city shall provide annually to each
NRMSIR and any SID, within six months after the end of each fiscal
year (beginning with the fiscal year ending September 30, 1996)
financial information and operating data with respect to the city
of the general type included in the final official Statement
approved by Section 23 of this Ordinance, being the information
described in Exhibit C hereto. Financial statements to be
provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit C hereto and (2) 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 audited financial statements are not available at the time the
financial information and operating data must be provided, then
the City shall provide unaudited financial statements for the
applicable fiscal year to each NRMSIR and any SID with the
financial information and operating data and will file the annual
audit report, when and if the same becomes available.
If the city changes its fiscal year, it will notify each
NRMSIR and any SID 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 (including an official statement or other offering
document, if it is available from the MSRB) that theretofore has
been provided to each NRMSIR and any SID or filed with the SEC.
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(c) Material Event Notices. The City shall notify any SID
and either each NRMSIR or the MSRB, in a timely manner, of any of
the following events with respect to the Certificates, if such
event is material within the meaning of the federal securities
laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
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 or events affecting the tax-
exempt status of the Certificates;
7. Modifications to rights of holders of the
Certificates;
8. Certificate calls;
9. Defeasances;
10. Release, substitution, or sale of property securing
repayment of the Certificates; and
11. Rating changes.
The city shall notify any SID and either each NRMSIR or
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) 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 Certificates within the
meaning of the Rule, except that the City in any event will give
the notice required by subsection (c) hereof of any Certificate
calls a~d defeasance that cause the city to be no longer such an
"obligated person."
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0398374
The provisions of this Section are for the sole benefit
of the Holders and beneficial owners of the Certificates, and
nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim
hereunder to any other person. The 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 Certificates at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE 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.
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
Certificates in the primary offering of the Certificates 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 Certificates consent to such
amendment or (b) a Person that is unaffiliated with the City (such
as nationally recognized bond counsel) determines that such
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amendment will not materially impair the interests of the Holders
and beneficial owners of the Certificates. 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 Certificates
from lawfully purchasing or selling Certificates 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 in accordance with subsection (b) 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 37: 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, as amended.
SECTION 38: 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, February 4, 1997.
PASSED ON SECOND READING AND ADOPTED, this February 18, 1997.
CITY OF SOUTHLAKE, TEXAS
ATTEST:
Mayor
City Secretary
(City Seal)
APPROVED AS TO LEGALITY:
city Attorney
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PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of February 18, 1997 (this
"Agreement"), by and between the City of Southlake, Texas (the
"Issuer"), and Texas Commerce Bank 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, Tax and
Waterworks and Sewer System (Limited Pledge) Revenue Certificates
of Obligation, Series 1997" (the ,,Securities"), dated February 15,
1997, and such Securities are to be delivered to the initial
purchasers on or about March 18, 1997; 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. A_p_pointment. 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 maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to
the transfer and exchange thereof as provided herein and in the
"Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve
as the Paying Agent and Registrar for the Securities.
Section 1.02. Co_~ensation. 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 offices of the Bank
located at the address appearing 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.
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
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"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, city Manager, Director of Finance, or City Secretary,
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.
"Stated Maturity" means the date specified in the Bond
Resolution the principal of a Security is scheduled to be due
and Dayable.
-3-
Section 2.02. Other Definitions. The terms "Bank,"
"Issuer," and "Securities (Security)" have the meanings assigned
to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the
performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent. As Paying Agent, the
Bank shall, 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 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 Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the
Issuer at the Bank office books and records (herein sometimes
referred to as the "Security Register") for recording the names
and addresses of the Holders of the Securities, the transfer,
exchange and replacement of the Securities and the payment of the
principal of and interest on the Securities to the Holders and
containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the
Issuer and Bank may prescribe. All transfers, exchanges and
0399477
-4-
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 Reqister. The Bank, as
Registrar, will maintain the Security Register relating to the
registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the
time.
The Security Register may be maintained in written form or in
any other form capable of being converted into written form within
a reasonable time.
Section 4.04. List of Security Holders. The Bank will
provide the Issuer at any time requested by the Issuer, upon
-5-
payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the
information contained in the Security Register at any time the
Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the written
request of, an authorized officer or employee of the Issuer,
except upon receipt of a court order or as otherwise required by
law. Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will
notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security
Register.
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 21 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.
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
-6-
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.
(e) The Bank may consult with counsel, and the written
advic~ 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.
0398477
-7-
(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.
herein with respect to the Issuer and in
taken as the statements of the Issuer,
responsibility for their correctness.
The recitals contained
the Securities shall be
and the Bank assumes no
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 remaining 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
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
039~477
-8-
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
December 12, 1994, 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
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.
0398477
-9-
Section 6.05. Successors and Assiqns. Ail covenants and
agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein
shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 6.07. 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
to the Securities, to the successor Paying Agent/Registrar
designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
0398477
-10-
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
ASSOCIATION
BANK
NATIONAL
[SEAL]
BY
Title:
Attest:
Title:
Mailing Address:
Corporate Trust Department
P. O. Box 660197
Dallas, Texas 75266-0197
Delivery Address:
Corporate Trust Department
2200 Ross Avenue, 5th Floor
Dallas, Texas 75201
CITY OF SOUTHLAKE, TEXAS
(CITY SEAL)
Attest:
BY
Mayor
Address: 667 N. Carroll Avenue
Southlake, Texas 76092
City Secretary
039~477
-11-
Exhibit C
to
ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 36
of this Ordinance.
Annual Financial Statements 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 the Appendix or
under the headings of the Official Statement referred to) below:
1. The financial statements of the City appended to
the Official Statement as Appendix B, but for the most
recently concluded fiscal year.
2. The information contained in Tables 1 through 6 and
8 through 14 of the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the
generally accepted accounting principles as applicable to
governmental units as prescribed by The Government Accounting
Standards Board.
0398374
City of Southlake, Texas
MEMORANDUM
February 14, 1997
TO:
FROM:
SUBJECT:
Curtis E. Hawk, City Manager
Lou Ann Heath, Director of Finance
Ordinance No. 670, 2nd Reading, authorizing issuance of City
of Southlake, Texas, Tax and Waterworks and Sewer System,
(Limited Pledge) Revenue Certificates of Obligation, Series 1997
At the January 21, 1997 Council meeting, the City Council approved Resolution No. 97-06 which
approved and authorized the publication of notice of intention to issue $9.67 million certificates
of obligation. This notice was published in the Fort Worth Star Telegram on January 23 and 30.
The first reading of Ordinance 670 was approved by Council at their February 4 meeting. On
February 18, the second reading will be presented for consideration. Approval by the Texas
Attorney General is required after approval by the Council, and delivery of the funds is
anticipated by March 18. The certificates will be issued at a level annual debt service, with a 20
year maturity.
On Wednesday, February 12, members of City staff, representatives from First Southwest
Company, Council members Martin, Evans, and Muller and SPDC President Yelton met with
analysts from Standard and Poor's, Moody's Investors Service, and AMBAC Indemnity Corp.
This was the first time that a bond rating presentation was held in the City. Part of the
presentation focused on parks development, since the Southlake Parks Development Corporation
will be issuing sales tax revenue bonds at the same time. The analysts were given a tour of the
City, and an overview of the City's planning processes and long term development plans.
Rating assignment will likely be made on February 17 or 18. Currently Southlake is rated "A"
by both rating agencies. An upgrade in ratings is desirable, however a confirmation of the
existing ratings would be acceptable. AMBAC is a bond insurer, and will be asked to provide
a surety bond for the SPDC bonds, and insurance on the certificates.
Approval of the certificates will allow the City to proceed with its FY1996-97 adopted Capital
Projects Budget totaling $17,965,510, which includes large water and sewer infrastructure
projects, neighborhood street, drainage and sewer projects, and improvements to the Public Works
facility and the existing city hall. Part of the Capital Projects Budget is funded through existing
bond funds on hand, impact fees, and appropriations from operating funds. In addition, the
approved FY1996-97 General Fund Budget includes $920,000 in equipment to be funded through
issuance of debt.
Curtis E. Hawk, City Manager
Ordinance No. 670
February14,1997
page 2
The $9.67 million in certificates to be issued will permit the City to initiate a large portion of the
capital projects. Part of the annual debt service on the certificates will be repaid through a
combination of water and sewer rates, and water and sewer impact fees. The remainder of the
annual debt service will be repaid through the City's ad valorem tax rate, with no impact of the
current year's rate. It is anticipated that no increase in water or sewer rates will be required.
Pro-forma schedules prepared by First Southwest Company indicate that the City's debt tax rate
component of the total tax rate may increase by $.012 for FY1997-98. This rate is based on
assumptions of tax base growth, interest rates and other factors, however the increase will likely
be diminished by greater than anticipated property value increases, and will not affect the
Council's ability to maintain the tax rate at its current level in preparing the FY1997-98 budget.
LAH
CiTY OF SOUTHLAKE
CAPITAL PROJECTS SUMMARY
ADOPTED FY1996-97 BUDGET
Project Water
NEIGHBORHOOD PROJECTS
Johnson Road $190,000
Ridgecrest, Brian, Hilltop
Waste- Streets/ Building
water Drainage Imprmts
Total
SOy $498,~0-0-I $0
$496,7004
$103,200 $01
Shad~Lane AEea ~1) $230,000 $528 0001 $0~
W. Continental $0 ~? [ $555,750 i
W. Dove-Peytonville/Shady Oaks _ ~i~ $0. $0i $222,680I
W. Dove-SH114-White Chapel . $0
W Highland-Shady OaksNVhite chapei $0-
$150,0001
$301,480
Street rehab -Timarron, Southview, SR Lakes, ~ $_0 $0 $650,000
Huntwic~ Estates ! $0 $108,000 $0
$599,900
$688,800
$0 $758,000
$0 $555,750
$0 $222,680
$0 $150,000
$0 $301,480
$0 $650,000
$0 $108,000~
Diamond Estates-sewer and streets
Burney-N. Carroll to Lonesome Dove
Love Henr,n/Court
Lake Drive (Dove Estates)
Pine/Lilac
$0] $486,000 $800,000
0 $0; $57,000
$0k $129,400
$01 $0! $66,800
$0! $0[ $93,000
$04 $0I $2341600
$0 $1,286,000
$0 $57,000
$0 $129,400
$0 $66,800
$0 $93,000
$0 $234,600
seai co~-Cross Timbers $0 $01 $68,100
Seat coat-Lakewood : $0! $0; $17,500
Chapel Downs-channel improvements $0~ $0- $146,250
Mission Hills-channel improvements and sewer ' $0~~ $368,0001 $97,500
Continental Park-channel improvements ! $0: $01 $292,500
E~neering-street bond 9rOJeCts $0 $0 ! $75,000
CDBG Projects $18,600 $0 $0~
MUNICIPAL FACILITIES
$0
$68,100
$0 $17,500
$0
$0
$146,250
$465,500
$0 $292,500}
$0
Public Works Facility [ $0 $31,0001 $0; $232,850 [ $263,850
City Hall Facility I $0 $01 $01 $78,118 $78,118
SEWER INFRASTRUCTURE
Dove Estates Lift Station
Dove Road-Sewer Force Main
Phase 3 Sewer Assessment-en~ineer~
Gravity Main-Crossroads Sq_uare
Sewer' Main deve oper re mbursements
$01 $170,000 $0q $0 $170,000
$0i $657,000 i $0! $0
S-2
N-1
$o $18o,ooo~ $oTM $o
$0 $125,00dt ~0i $0
$o- $7o,oo $o
$0 $63,4821 _$0 $0
WATERINFRA~TRUCTURE
DovetoKirkwood-12"water
North Peytonville-8" water; 6" sewer
$200,000
$45,000
Woodland Heights-8" water/seal coat Westwood i $30,000
20" transmission line from Trophy Club i $1,300,000
20" transmission line-pump station/Do~,e elevated ! $650,000·
12" water line-Continental & Kimball ~ $490,000 i
viiiage Center infrastructure. : $119,700
Miron etevated water tank-FM1709/Miron (2) $75o,o0o 'j $160,000,
Wate~ Ground Storaae L _ , I
!#iLPearson (3) -- $2,881,000~ $0i
#2;T W Kin~q i $2,710,00~' $0!
$Ol
$0~ $17,5001 $0
$63,482
$200,000
$0 $65,000
$47,500
$01 $0 $1,300,000
$~r $0j $0; $650,000~
$0~ $0 $0[ $490,000
$o[ $o, $o/ $119,700
$0[ $o'[ $9~o,ooo~
$0~ $0[ $2,881,000
$~.~ $0i $2,710,000
Total $9,717,500 $2,966,482 $4,970,560 $310,968 $17,965,510
(1) FY1997-98 budget to include $709,445 for street improvements.
(2) Added $7501000 for 20" water line along FM1709 from White Chapel to the Miron elevated water tower site.
FY1997-98 budget to include funding for construction of elevated storage tank.
(3) Added $400,000 for fencing and brickwork that was not included in initial Capital Projects Budget.
AL/FUNDS
Ir~terest income
Fees
Assessment income
Developer Participation
Carroll lSD Participation
Oity of Kefler Participation
To~lRevenue
CITY OF SOUTHLAKE
CAPITAL PROJECTS
1996-97 ADOPTED BUDGET
EXHIBIT "A"
97bond3 wk4
02:51 PM
FY95-96
FY94-95 Adopted FY95-96 FY96-97
Actua! Budget Revi~ed _Ad_opLe~
579,264 340,500 399,000 242,500
1,029,155 1,365,000 1,638,056 1,720,000
11.239 70,000 20,000 65,000
36,649 0 85,000 0
25,105 30,000 0 0
~ q Q ~
1,681,412 1,805,500 2,142,056 2,027,500
~xDend?J, Jr~
Water/Sewer Projects
1993 Water Bond Projects ($1,3 million)
Water Impact Fee Fund
Sewer Impact Fee Fund
Waterworks Improvements Fund
1995 Water Bond Projects ($2.5 million)
1997 Water/Sewer Bond Projects
Sewer Assessment Fund
Suototal-WatedSewer Projects
Streets/Drainage Pro!ects
1993 Street Bond Projects ($1.5 million)
1994 Street Bond Projects ($3 million)
Perimeter Road Fee Fund
Infrastructure Reserve Fund
1997 Infrastructure Reserve Fund
Street Impact Fee Fund
Drainage-Offsite Fund
Subtotal-Streets/Drainage Projects
Parks Projects
SPDC Revenue Bond Projects
Total Expenditures
Net Revenue
Bond Proceeds
Tran~fer~ in
Transfer out
Total Other Sources (Uses)
Beginnin9 Fund Balance
Ending Fund Balance
157,091 0 0 0
256,199 279,800 496,079 500,000
692,231 400,000 916,833 1,085,482
0 957,047 1,523,185 757,500
93,860 1,725,000 1,166,249 2,881,000
0 0 0 5,790,000
198.896 764.840 1.035.740 1.670.000
1~398,~77 4.126.687 5.138.086 12,~83.982
509,580 0 28,147 0
336,709 1,853,357 703,823 1,154,910
70,393 0 0 0
1,780,259 1,967,850 2,227,059 575,000
0 0 0 3,551,618
0 0 0 0
Q Q Q Q
2.696.941 3.821.20~ ~.959.029 5.281.528
2.459.011 141.207 320.435 Q
~ 8.089.101 8.417.550 17.965.510
(4,872,817) (6,283,601) (6,275,494) (15,938,010)
5,693,820 1,843,000 2,797,380 12,672,000
958,436 1,081,840 2,105,393 0
£410.130) (241.469~ f909.351) (113.397~
6,242,126 2,683,371 3,993,422 12,558,603
7,727,258 9,096,567 9,096,567 6,814,495
9 096.567 5.496.337 6814.495 3.435088
Page 20
Star-Telegram rtU. I.U. IVV. CL 614tSZD4
AD ORDER NO. 10576062
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102 ACCOUNT NO.
CIT57
TirlE STATE OF TEXAS
unty of Tarrant
Before me, a Notary Public in and for said County and State, this day
personally appeared TAMMIE BRYANT Billing Specialist for the
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:
DATE AD ORDER NO. DESCRIPTION AD SIZE TOTAL INCH/LINE RATE AMOUNT
2/21M3 1057606 ' ORDINANCE NO . 67 I358 1x 47L 47 . 66 31 . 02
OffDINANCE NO.670 02/21-0.212Jk
AN ORDINANCE AUTHORIZ-
ING
THE ISSUANCE OF
"CITY OF SOUTHLAKE TEX-
AS TAX AND WATERWORKS
AND SEWER SYSTEM
(LIMITED PLEDGE)REVENUE
CERTIFICATS OF OBLIGA-
TION SERIES 1997 SPECI-
FYING THE TERMS AND FEA-
TURES OF SAID CERTIFI-
CATES,PROVIDING FOR THE
PAYMENT OF SAID CERTIFI-1 OF OBLIGATION BY
THE LEVY OF AN AD VALO-
REM TAX UPON ALL TAX-
ABLE PROPERTY WITHIN
THE CITY AND A LIMITED
PLEDGE OF THE NET REVE-
NUES FROM THE OPERA-
TION OF THE CITY'S WATER-
.WORKS AND SEWER SYS-
TEM AND RESOLVING
OTHER MATTERS INCIDENT
1ND RELATING TO THE IS-
)F NSEANNLEY S I
;ITV, ALADDEIVR
AID >,
CERTIFICATES, (N-
AND EXECUTION APPROVAL
F A PAY 25th FEBRUARY 1997
S ING AGENT/REGISTRARSWORN TO BEFORE ME, THIS THE DAY OF
AGREEMENT AND THE AP-
PROVAL AND DISTRIBUTION ,`, �v�
OF AN OFFICIAL STATE- �'���. �` nl
MENT• AND PROVIDING AN 1��Y. 7h, L 1�J7S-4-etc_
EFFECTIVE DATE. �4f',��, •�, Z, GOKE
Notary Public
PASSED AND APPROVED I )�.
DURING THE CITY COUNCIL �•i si COMMISSION EXPIRES
MEETING HELD ON FEBRU-
• '
IARY18 1997. #':.
/s/Rick thacy,Mayor Syr ..F.++�= SEPTEMBER 8, 1999 TARRANT COUNTY,TEXAS
t? I
PLEASE PAY THIS ORIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU!
TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT
OFFICE OF
Star-'Felegrarn CITY SECRETARY REMIT TO: , 400 W.SEVENTH ST. •FORT WORTH,TEXAS 76102
AC
10576062 NUMBER CIT57 AMOUNTDUE 31.02
PAGE 1 OF_, IF ANY QUESTIONS, PLEASE CALL(817)390-7885
CITY OF SOUTHLAKE
667 N CARROLL AVE
SOUTHLAKE , TX 76092-9595 PLEASE PAY 31 . 02
1
THIS AMOUNT ,
PLEASE WRITE IN AMOUNT ENCLOSED
FED. I.D. NO. 22-3148254
Star-Telegram AD ORDER NO. 10505351
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102 ACCOUNT NO. C I T 5 7
THE STATE OF TEXAS
County of Tarrant
Before me, a Notary Public in and for said County and State, this day
personally appeared TAMMIE BRYANT Billing Specialist for the
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:
DATE AD ORDER NO. DESCRIPTION AD SIZE TOTAL INCH/LINE RATE AMOUNT
2/07ME 10505351 NOTICE OF PUBLIC 1358 lx 55L 55 . 66 36. 30
NOTICE OF PUBLIC HEARING 02/07-02/07
NOTICE IS HEREBY GIVEN to
all interested persons that
the City Council of the City of
• Southlake, Texas, will be
holding a public hearing dur-
ing the regular City Council--- -
Meeting to be held on Febru-
ary 18 1997,at 6:00 p.m.
in the CRO Council Chambers
of City Hall,667 North Car-
roll Avenue, Southlake, Tex-
as.
Purpose of the hearing is to
consider the second reading
of the following ordinance: -_.__.....
ORDINANCE NO.670
AN ORDINANCE AUTHORIZ-
ING THE ISSUANCE OF
"CITY OF SOUTHLAKE, TEX-
AS TAX AND WATERWORKS
AND SEWER SYSTEM
(LIMITED PLEDGE)REVENUE
CERTIFICATES OF OBLIGA-
TION SERIES 1997"'SPECI-
FYING THE TERMS AND FEA-
TURES OF SAID CERTIFI-
PAYMENTROFIDING SAID C°ERTIF�I-
CATES OF OBLIGATION BY
S REM T X °UPON VA_vTAX-SWORN TO BEFORE ME, THIS THE 10th DAY OF FEBRUARY A949it,
ABLE PROPERTY WITHIN
THE CITY AND A LIMITED .��
PLEDGE OF THE NET REVE- �Ppr.P. h
NUES FROM THE OPERA- '�'' .'8(:4o RHONOA R. GOKE Notary Public
TION OF THE CITY'S WATER- '?' 'or
WORKS AND SEWER •: .• COMMISSION EXPIRES
SYTEM; AND RESOLVING 4,,;: ,„y
OTHER MATTERS INCIDENT r�•-
AND RELATING TO THE IS- # 1rt;`,'--.....��;+P- SEPTEMBER 8, 1 TARRANT COUNTY,TEXAS
SUANCE, PAYMENT SECU- + ,ast,--
RITY SALE AND DELIVERY
OF SAID CERTIFICATES, IN-
CLUDING THE APPROVAL
PAY-
ING ND EXECUTINAGENT/REGISTF A RAR O
AGREEMENT AND THE AP-I RIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU!
PROVAL AND DISTRIBUTION
OF AN OFFICIAL STATE- TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT
MENT- AND PROVIDING AN ----A
EFFECTIVE DATE.
City of Southlake
/s/Sandra L.LeGrand,
i City Secretary
Star-'Felegrarn CI
ETY OFSECRETARY REMIT TO: 400 W.SEVENTH ST. •FORT WORTH,TEXAS 76102
10505351 ACCOUNT CIT57 AMOUNT 36 . 30
NUMBER DUE
PAGE 1 OFy IF ANY QUESTIONS, PLEASE CALL(817)390-7885
CITY OF SOUTHLAKE
667 N CARROLL AVE
SOUTHLAKE , TX 76092-9595 PLEASE PAY 36 . 30
THIS AMOUNT ,
PLEASE WRITE IN AMOUNT ENCLOSED