0740AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS,
TAX AND TAX INCREMENT REVENUE CERTIFICATES OF OBLIGATION,
SERIES 1999 (REINVESTMENT ZONE NUMBER ONE)"; 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 lien on and pledge of the certain tax
!ncrement revenues; 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 a
Purchase Contract 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 $3,610,000 for the purposes of paying contractual obligations to
be incurred for (a) the construction of public works in Reinvestment Zone Number One, to wit:
acquiring, constructing and equipping a new city hall, including related site improvements and
landscaping and (b) professional services rendered in relation to such project 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 March 3, 1999
and March 10, 1999, the date the first publication of such notice being not less than fifteen (15)
days pdor to the tentative date stated therein for the second reading and final passage of the
ordinance authorizing the issuance of such certificates; and
WHEREAS, the second reeding and final passage of the ordinance authorizing the
~ssuance of the certificates was postponed to resolve certain issues relating to the creation and
establishment of Reinvestment Zone Number One; 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 pdor to
the date of the passage of this ordinance; and
WHEREAS, the Council hereby finds and determines ali 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, Designation, Principal Amount, Purpose,. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $3,610,000, to be designated and bear the title "CITY OF SOUTHLAKE, TEXAS, TAX
AND TAX INCREMENT REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999
(REINVESTMENT ZONE NUMBER ONE)", hereinafter referred to as the "Certificates", for the
purposes of paying contractual obligations to be incurred for (a) the construction of public works
in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall,
including related site improvements and landscaping and (b) professional services rendered in
relation to such project 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 Obli,qations - Authorized Denominations-Stated
Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated June
1, 1999 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple
thereof (within a Stated Maturity) and the Certificates shall become due and payable on August
15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the
per annum rate(s) in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
2006 $185
2007 195
2008 205
2009 215
2010 225
2011 235
2012 245
2013 26O
2014 270
2015 285
000 4.75%
000 4.85%
000 4.95%
000 5.00%
000 5.10%
000 5.20%
000 5.25%
000 5.30%
000 5.35%
000 5.40%
2019 1,290.000 5.60%
The Certificates shall bear interest on the unpaid principal amounts from the Certificate
Date at the rates 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, 2000.
SECTION 3: Terms of Payment-Paying Agent/Re.qistrar. 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 Chase Bank of Texas, National Association to serve as
Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and
records relatin9 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 alt 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 wdtten notice thereof to be sent to each Holder by United
States Mail, first class postage prepaid, which notice shall also give the address of the new
Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates shall be payable at the Stated
Maturities 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 pnor to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder appearing on the Secudty
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 shall be subject to
redemption pdor to matunty, 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 August 15, 2002, or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemption.
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 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 dght to redeem Certificates shall be entered in the minutes of the governing body
of the City.
(b) Mandatory Redemption. The Certificates having Stated Maturities of August 15,
2019 ("Term Certificates") shall be subject to mandatory redemption pdor to matudty at the
redemption price of par and accrued interest to the date of redemption on the dates and in the
principal amounts as follows:
Date Amount
August15,2016
August15,2017
August15,2018
$300,000
315,000
330,000
Approximately forty-five (45) days pdor to each mandatory redemption date specified
above that the Term Certificates are to be mandatorily redeemed, the Paying Agent/Registrar
shall select by lot the numbers of the Term Certificates to be redeemed on the next following
August 15 from moneys set aside for that purpose in the Certificate Fund (as hereinafter
defined), Any Term Certificates not selected for prior redemption shall be paid on the date of
their Stated Maturity.
The principal amount of the Term Certificates required to be redeemed pursuant to the
operation of such mandatory redemption provisions may be reduced, at the option of the City,
by the principal amount of Term Certificates which, at least 50 days prior to the mandatory
redemption date, (1) shall have been acquired by the City at a price not exceeding the principal
amount of such Term Certificates plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed
pursuant to the optional redemption provisions set forth in paragraph(a) of this Section and not
theretofore credited against a mandatory redemption requirement.
(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
761652 i _z~_
any notice of redemption so mailed shall be conclusively presumed to riave been duly given
irrespective of whether received by the Holder.
All 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 pnncipal amount thereof to be redeemed, (iii) state the redemption pdca,
(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 pdor 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.
SECTION 5: Registration 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 Payin9 Agent/Registrar for cancellation, accompanied by a wdtten 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.
All 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.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the 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.
SECTION6: Book-EntryOnlyTransfersandTransactions. Notwithstandingtheprovisions
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 operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the City and DTC (the "Depository Agreement").
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 Secudty 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 propedy 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 pdnted 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 beadng 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 dght 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 with principal installments to become due
and payable as provided in Section 2 hereof and numbered T-l, or (ii) as multiple 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 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
Pa¥incj AcjentJRegistrar 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
76 [ 6.3~2 [ -7-
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.
B. Form of Certificates.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
TAX AND TAX INCREMENT REVENUE
CERTIFICATE OF OBLIGATION, SERIES 1999
(REINVESTMENT ZONE NUMBER ONE)
Certificate Date:
June 1, 1999
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 Tan'ant 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 Matudty date specified
above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid
upon pdor 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, commencing Februa~j 15, 2000. 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
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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 Paying Agent/Registrar at the close of
business on the "Record Date", which is the last business day of the month next preceding
each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check
sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the dsk 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 sedes specified in its title issued in the aggregate principal
amount of $3,610,000 (herein referred to as the "Certificates") for the purposes of paying
contractual obligations to be incurred for (a) the construction of public works in Reinvestment
Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related
site improvements and landscaping and (b) professional services rendered in relation to such
project 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").
The Certificates maturing on August 15, 2019 (the "Term Certificates") are subject to
mandatory redemption pdor to maturity with funds on deposit in the Certificate Fund established
and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior
to maturity at the price of par and accrued interest thereon to the date of redemption, and without
premium, on August 15, 2016 and annually thereafter on each August 15 through August 15,
2018 in the amounts set forth in the Ordinance. The particular Term Certificates to be redeemed
on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided,
however, that the principal amount of Term Certificates required to be redeemed pursuant to the
operation of such mandatory redemption provisions may be reduced, at the option of the City,
by the principal amount of Term Certificates which, at least 50 days pdor to a mandatory
redemption date, (1) shall have been acquired by the City et a price not exceeding the principal
amount of such Term Certificates plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed
pursuant to the optional redemption provisions appearing below and not theretofore credited
against a mandatory redemption requirement.
The Certificates may be redeemed prior to their Stated Maturities, at the option of the
City, in whole or in part in principa~ amounts of $5,000 or any integra~ multiple thereof (and if
within a Stated Matudty by lot by the Paying AgentJRegistrar), on August 15, 2002, or on any
date thereafter, at the redemption pdce of par, together with accrued interest to the date of
redemption.
At least thirty days prior to a redemption date, the City shall cause a written notice of such
redemption to be sent by United States Mail, first class postage prepaid, to the registered owners
of each Certificate to be redeemed at the address shown on the Secudty Register 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 the redemption date such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment
of the redemption pdce and the interest accrued on the principal amount to be redeemed to the
date of redemption are held for the purpose of such payment by the Paying Agent/Registrar,
interest shall cease to accrue and be payable from and after the redemption date on the principal
amount redeemed.
In the event 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 pdce 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 matunty 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 Certificate 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 are additionally payable
from and secured by a lien on and pledge of Pledged Tax increment Revenues (as defined in
the Ordinance). In the Ordinance, the City reserves and retains the dght to issue Additional
Obligations payable, in whole or in part, from the Pledged Tax Increment Revenues and equally
and ratably secured by a parity lien on and pledge of such Pledged Tax Increment Revenues
without having to satisfy or comply with any terms or conditions precedent for their issuance
other than as may be required by the laws of the State.
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 pledge of the Pledged Tax Increment 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 dghts, 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 Ple(:tgeci Tax increment Revenues and covenants made in the Ordinance may
be discharged at or pnor 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.
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This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Secunty 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 Secudty 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 AgentJRegistrar, and any agent of either, shall treat the
registered owner whose name appears on the Secudty 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 AgentJRegistrar, or any agent of either, shall be affected by notice to the contrary.
In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days pdor to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder appearing on the Secudty
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:
Mayor
City Secretary
(SEAL)
*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 Attomey 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)
*NOTE TO PRINTER:
Comptroller of Public Accounts
of the State of Texas
Do Not Print on Definitive Certificates
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D. Form of Certificate of Paying AclentJReQistrar 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
sedes 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:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
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:)
(Social Security or other identifying number:
) the within Certificate and all dghts thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full
power of substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face
of the within Certificate in every particular.
The Initial Certificate{s) shall be in the form set forth in para,qraph B of this Section,
except that the form of a sin.qle fully registered Initial Certificate shall be 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 August 15 in each of the years and in principal installments in accordance with the following
schedule:
PRINCIPAL INTEREST
YEAR INSTALLMENTS 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 pnncipal 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, commencing February 15, 2000.
Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment
date to the registered owner hereof by Chase Bank of Texas, National Association (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 dsk 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 Amedca 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 dadty with respect to
the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of
Pledged Tax Increment Revenues therefor, the following words or terms, whenever the same
appears herein without qualifying language, are defined to mean as follows:
(a) The term "Creation Ordinance" shall mean Ordinance No. 682,
adopted by the City Council of the City on September 23, 1997, as amended by
Ordinance No. 682-A adopted by the City Council of the City on December 2,
1997, providing for the creation and establishment of the Zone.
(b) The term "Additional Obligations" shall mean obligations hereafter
issued which by their terms are payable, in whole or in part, from and secured by
a padty lien on and pledge of the Pledged Tax Increment Revenues of the Zone
of equal rank and dignity with the lien and pledge secudng the payment of the
Certificates.
(c) The term "Certificates" shall mean the $3,610,000 "City of
Southlake, Texas, Tax and Tax Increment Revenue Certificates of Obligation,
Sedes 1999 (Reinvestment Zone Number One)" authorized by this Ordinance.
(d) The term "Certificate Fund" shall mean the special Fund created
and established under the provisions of Section 11 of this Ordinance.
(e) 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.
(f) The term "Fiscal Year" shall mean the twelve month financial
accounting pedod used by the City which may be any twelve consecutive month
period established by the City.
(g) The term "Govemment Securities" shall mean direct obligations of
the United States of Amedca, including obligations the principal of and interest
on which are unconditionally guaranteed by the United States of Amedca, and the
United States Treasury obligations such as its State and Local Government
Series in book-entry form.
(h) 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 19 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 18
hereof.
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(i) The term "Participating Taxing Units" shall mean the City and the
following taxing units levying property taxes on real property in the Zone that
have determined to deposit tax increment to the credit of the Tax Increment Fund
pursuant to V.T.C.A., Tax Code, Section 311.013, to wit: Tan'ant County, Texas,
Tarrant County Hospitat Distdct and Tarrant County Junior College District.
(j) The term "Pledged Tax Increment Revenues" shall mean all
amounts deposited by all Participating Taxing Units to the credit of the Tax
Increment Fund as provided by V.T.C.A., Tax Code, Section 311.013.
(k) The term "Tax Increment Fund" shall mean the Tax Increment
Fund created and established pursuant to the Creation Ordinance.
(I) The term "Zone" shall mean "Reinvestment Zone Number One,
City of Southlake, Texas", heretofore created pursuant to V.T.C.A., Tax Code,
Chapter 311 and the Creation Ordinance
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 1999 TAX AND TAX INCREMENT 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 dedved from deposits and investments in
said Certificate Fund shall be credited to, and any losses debited to, 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"
0n 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 Set, ica
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.
Notwithstanding the requirements of this Section 12 for the levy of a sufficient ad valorem
tax for the Debt Service Requirements of the Certificates, the amount of ad valorem taxes
required to be levied for the payment of Debt Service of the Certificates may be reduced by the
sum of (i) the amount of Pledged Tax Increment Revenues then on deposit to the credit of the
Tax Increment Fund at the time the City's annual tax rate is levied by the City Council and (ii) the
amount of Pledged Tax Increment Revenues budgeted and appropriated for the payment of the
Certificates from the tax levy then being made by the Participating Taxing Units. It is the intent
of this Section 12 that the Certificates will be paid first from the Pledged Tax Increment
Revenues and from ad valorem taxes only to the extent such Pledged Tax Increment Revenues
are insufficient for the payment of the Debt Service Requirements.
SECTION 13: Pledqe of Tax Increment Revenues. The City hereby covenants and
agrees that the Pledged Tax Increment Revenues, with the exception of those in excess of the
amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby
pledged, equally and ratably, to the payment of the principal of and interest on the Certificates,
and Additional Obligations, if issued, and the pledge of Pledged Tax Increment Revenues for the
payment of the Certificates shall constitute a lien on such Pledged Tax Increment Revenues in
accordance with the terms and provisions hereof and 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
in accordance with the provisions of the Creation Ordinance, the City represents and
warrants to the holders of the Certificates that it has established a Tax Increment Fund for the
Zone, which Fund is maintained at a depository bank of the City, and while the Certificates are
Outstanding, the City agrees to deposit to the credit of the Tax Increment Fund all Pledged Tax
Increment Revenues from the Participating Taxing Units when and as such Revenues are
received in accordance with V.A.T.C., Tax Code, Section 311.013.
SECTION 14: Deposits to Certificate Fund. The City hereby covenants and agrees to
cause to be deposited to the credit of the Certificate Fund prior to each principal and interest
payment date for the Certificates from the Pledged Tax Increment Revenues an amount equal
to one hundred per centum (100%) of the amount required to fully pay the interest and principal
payments then due and payable on the Certificates, such deposits to pay accrued interest and
maturing principal on the Certificates to be made in substantially equal semiannual installments
on or before the tenth day of each February and August of each year, beginning with the
February or August first to follow the delivery of the Certificates to the initia~ purchaser.
The semiannual deposits to the Certificate Fund, as hereinabove provided, shall be made
until such time as such Fund contains an amount equal to the amount to pay in full the principal
of and interest on all the Certificates until their matudty or their scheduled redemption date. In
addition, the accrued interest received from the sale of the Certificates and any proceeds of sale
of the Certificates in excess of the amount required to pay the contractual obligations to be
incurred (including change orders to a construction contract) shall be deposited in the Certificate
Fund, which amounts shall reduce the sums other~vise required to be deposited in said Fund
from the Pledged Tax Increment Revenues.
SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time propedy 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. The City hereby further covenants as follows:
la) The Zone has been established and created pursuant to Ordinance
Number 682, as amended, and the provisions of the Act, and while the
Certificates are Outstanding, tax increment revenues collected by the City and by
the Participating Tax Units shall be deposited to the credit of the Tax Increment
Fund as required by the provisions of the Act and this Ordinance
(b) It has the lawful power to pledge the Pledged Tax Increment Revenues
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 Chapter 311, Texas Tax Code, and
V.T C.A., Local Government Code, Sections 271.041, et seq.
(c) Other than for the payment of the Certificates, the Pledged Tax
Increment Revenues have not in any manner been pledged or encumbered to the
payment of any debt or obligation of the City or of the Zone.
SECTION 17: Issuance of Additional Parity Obligations The City hereby expressly
reserves the right to hereafter issue additional obligations payable, in whole or in part, from the
Pledged Tax Increment Revenues and, to the extent provided, secured by a lien on and pledge
of the Pledged Tax Increment Revenues of equal rank and dignity with the lien and pledge
securing the payment of the Certificates.
SECTION 18: 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 dghts and remedies with respect to the replacement and
payment of mutilated, destroyed, lost or stolen Certificates.
SECTION 19: Satisfaction of Obliqation of City. If the City shall pay or cause to be paid,
or there shall othenNise 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 Pledged Tax Increment Revenues of the Zone (to the
extent such pledge of Pledged Tax Increment Revenues shall not have been discharged or
terminated by pdor payment of pnncipal 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 expressed above in this Section when (i) money sufficient to pay
in full such Certificates or the pnncipal 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 Matudty 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 pedod 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 20: 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
76!~$21 -19-
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 any ambiguity, inconsistency, or formal defect or omission herein. In
addition, the City may, with the consent of Holders holding a majodty 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 pnce, 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 21: 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 Intemal 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 cam/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 Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
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"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 wdtten 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 pdor to the last Stated
Matudty 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 carded 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 Hiqher Yield. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time pdor to the final
Stated Matudty 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 w~ich 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(0 of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038-T or such other forms and
information as [s or may be required by Section 148(0 of the Code and the
Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States
of any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations,
(i) Not to Divert Arbitraqe Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time pdor to the
eadier of the Stated Matudty 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 prowsions 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 22: Sale of Certificates - Official Statement Approval. The Certificates
authorized by this Ordinance are hereby sold by the City to J. P. Morgan & Co. and Morgan
Keegan & Company, Inc. (herein referred to as the "Purchasers") in accordance with the
Purchase Contract, dated June 15, 1999, attached hereto as Exhibit B and incorporated herein
by reference as a part of this Ordinance for all purposes. The acts of the Mayor in executing
said Purchase Contract for and on behalf of the City and as the act and deed of this Council is
hereby ratified, confirmed and approved, 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 matedal
respects and shall be honored and performed by the City.
Furthermore, the use of the Official Statement by the Purchasers in connection with the
public offering and sale of the Certificates is hereby ratified, confirmed and approved in all
respects The final Official Statement, which reflects the terms of sale, attached as exhibit A to
the Purchase Contract (together with such changes approved by the Mayor, City Manager,
Director of Finance or City Secretary, individually or jointly), shall be and is hereby in all respects
approved, and the Purchasers are hereby authorized to use and distribute said final Official
Statement, dated June 15,1999, in the reoffedng, 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 final Official Statement in the form and content
manually executed by said officials shall be deemed to be approved by the City Council and
constitute the Official Statement authorized for distribution and use by the Purchasers.
SECTION 23: 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
~nvestment earnings, remaining after completion of all authorized projects or purposes shall be
deposited to the credit of the Certificate Fund.
SECTION 24: Control and Custody of Certificates. The Mayor of the City shall be and
~s 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 pnnting 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, City Manager and Assistant
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, estimates, 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 delivery of the Initial Certificate(s) to the Purchasers
and the initial exchange thereof for definitive Certificates.
SECTION 25: Notices to Holders-Waiver. Wherever this Ordinance provides for notice
to HoIders of any event, such notice shall be sufficiently given (unless other,vise 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 26: Cancellation. All 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 27: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery
of the Certificates is subject to being furnished a final opinion of Fulbdght & Jaworski LL.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 pdnted on the definitive Certificates in the event the
book entry only system shall be discontinued.
SECTION 28: CUSIP Numbers. CUSIP numbers may be pdnted 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 pdnted or typed on the definitive Certificates.
SECTION 29: 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 dght, 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 30: 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 31: Goveminq Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of Amedca.
SECTION 32: Effect of Headings. TheSection headings herein are forconvenience only
and shall not affect the construction hereof.
SECTION 33: 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 plurat
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 34: 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 35: Continuinq Disclosure Undertakinq. (a) Definitions. As used in this
Section, the following terms have the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"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 SlD, within
six months after the end of each fiscal year (beginning with the fiscal year ending September 30,
1999) financial information and operating data with respect to the City of the general type
included in the final Official Statement approved by Section 22 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 dunng 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) pdor 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 offedng document, if it is
available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or
filed with the SEC.
(c) Matedal 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 matedal within the meaning of the federat secunties laws:
3.
difficulties;
4.
5.
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves
reflecting financial
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Certificates;
7.
8.
9.
10.
Adverse tax opinions or events affecting the tax-exempt status of the
Modifications to dghts of holders of the Certificates;
Certificate calls;
Defeasances;
Release, substitution, or sale of property secudng 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 and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable dght, 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 matedal 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 underwriters to purchase or sell
Certificates in the pdmary offedng 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 majodty 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 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 dght to do so would not prevent underwriters of the
initial public offenng of the Certificates from lawfully purchasing or selling Certificates in such
offenng 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 36: 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 37: 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, March 23, 1999.
PASSED ON SECOND READING AND ADOPTED, this June 15, 1999.
CITY OF SOUTHLAKE, TEXAS
ATTEST
APPROVED AS TO LEGALITY:
City Attomey
761632
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of June 15, 1999 (this "Agreement"), by and between
the City of Southlake, Texas (the "Issuer"), and Chase Bank of Texas, National Association, a
banking association duly organized and existing under the laws of the United States of Amedca,
(the "Bank")
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the execution and delivery
of its "City of Southlake, Texas, Tax and Tax increment Revenue Certificates of Obligation,
Sedes 1999 (Reinvestment Zone Number One)" (the "Securities"), dated June 1, 1999, such
Securities scheduled to be delivered to the initial purchasers thereof on or about July 20, 1999;
and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the pnncipal 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 authonty to perform and serve as Paying Agent/Registrar for the
Secunties;
NOW. THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as
Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank
shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest
on the Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer
hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Secunties 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 Secunties.
Section 1.02. Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts
set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar
for municipalities, which shall be supplied to the Issuer on or before 90 days pdor 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
pnncipal or any or all installments of interest, or both, are due and payable on any
Secunty which has become accelerated pursuant to the terms of the Security.
"Bank Office" means the principal office of the Bank as indicated on page
9 hereof. The Bank Will notify the Issuer in wdting 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 Secudty
is registered in the Secudty Register.
"Issuer Request" and "Issuer Order'' means a written request or order signed in
the name of the Issuer by the Mayor, City Secretary, City Manager, or Director of
Finance, 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.
765[76 I -2-
"Predecessor Securities" of any particular Secudty means every previous Secu dty
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
Secunty for which a replacement Secudty 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 Secudty is scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank," "issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Payinq Aqent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
pay on behalf of the Issuer the principal of each Secudty at its Stated Maturity, Redemption Date,
or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank
Office
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the issuer the interest on
each Secudty 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 Secunty Register or (2) by such other method,
acceptable to the Bank, requested in wdting by the Holder at the Holder's nsk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Secunties at the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Secudty Reqister- Transfers and Exchan,qes 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 "Secunty 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 replacement
of Secunties shall be noted in the Secudty Register.
Every Secudty surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a wdtten 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
w~tl 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 pnnted
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 Secudty Reqister. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Secunties
~n accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Secudty Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Secudty 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 Secun Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
~n the Security Register. The Issuer may also inspect the information contained in the Secunty
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 wdtten form.
The Bank will not release or disclose the contents of the Secudty 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 Secunty 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 405. Return of Cancelled Certificates. The Bank will, at such reasonable
~ntervals as it determines, surrender to the Issuer, Secunties 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 Securitie.. The Issuer hereby
rnstructs the Bank, subject to the provisions of Section 18 of the Bond ReSolution, to deliver and
~ssue 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 Jn lieu of and in substitution for such destroyed lost or stolen Secunty,
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 Secudty shall be borne by the Holder of the Security mutilated, or destroyed, lost
or stolen
Section 4.07. T~ransaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Securities
it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange
of any Securities pursuant to Section 4.01, and Secuhties 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. la) The Bank may conclusively rely, as
to the truth of the statements and con'ectness of the opinions expressed therein, on certificates
or opinions furnished to the Bank.
lb) 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.
lc) No provisions of this Agreement shall require the Bank to expend or dsk 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 dghts or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such dsks 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 Secunties, but is
protected in acting upon receipt of Secunties 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
~n 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 whtten advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attomeys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person ¢or any amount due on any Secudty from its own funds.
Section 5.04: ~. The Bank, in its ndividual oranyothercapacity may
become the owner or pledgee of Securities and may otherwise dea with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.0~. Moneys Held by Bank- Fiduciary Account/Collateralizatio.. 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 Amedca 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 Secunties shall,
at its own expense and dsk, 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 matudty 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 506. Indemnification, To the extent permitted by law, the Issuer agrees to
~ndemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, adsing 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
~,greement.
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 Distdct 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 603 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the dght to file a Bill of Interpleader in any court of competent
junsdiction to determine the dghts 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
765~76t -7-
payments and funds availability, transfer turnaround time, and notification of redemptions and
calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 601. Amendment. This Agreement may be amended only by an agreement in
wnting signed by both'~f 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 603. 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 9.
Section 6.04. Effect o~. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assiqn.~ Alt 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 A_.(.~g~.ement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
regal or equitable dght, 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. ~. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an odginal and all of which shall constitute one and
the same Agreement.
Section 6.10. Term nation. 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
eadier terminated by either party upon sixty (60) days wdtten notice; provided, however, an eady
terminatt0n of this Agreement by either party shall not be effective until (a) a successor Paying
A.gent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
g~ven 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 eady 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 Secudty Register (or a copy thereo0, together with other pertinent books and records
relating to the Securities, to the successor Paying AgentJRegistrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11. Govemin~ Law. This Agreement shall be construed in accordance with
and governed by the Taws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above wdtten.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
BY
[SEAL] Title:
Attest: Address:
600 Travis, Suite 1150
Houston, Texas 77002
Title:
(CITY SEAL)
Attest:
CITY OF SOUTHLAKE, TEXAS
BY
Mayor
Address: 667 N. Carroll Avenue
Southlake, Texas 76092
City Secretary
Exhibit C
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 35 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.
EXHIBIT B
PURCHASE CONTRACT
B-1
Star-Telegram FED. I.D. NO. 22-3148254
AD ORDER NO. 15288865
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102 ACCOUNT NO. C I is '
SE STATE OF TEXAS
untY of Tarrant dd
Before me, a Notary Public in WENDY said County and State, this day
personally appeared 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 TOAL
INCH/LINE RATE AMOUNT
6/18ME , 152888651CITY OF SOUTHLAK I358 lx 43L 43 QUOTE 34 . 83
ICITY OF SOUTHLAKE 0 6/18-0 6<-1-8----
ORDINANCE NO.740
AN ORDINANCE authorizing
the issuance of "CITY OF
ANDTTAXINCREMENT SUR
PLUS REVENUE CERTIFI-
CATES OF OBLIGATION,SE-
RIES 1999 specifying the
terms and features of said
----�---- - certificates; providing for
the payment of said certifi-
cates of obligation by the
' levy of an ad valorem tax up-
on all taxable property within
the City and a lien on and
pledge of the certain tax in-
crement revenues; and re-
solving other mz tters inci-
dent and relating to the issu-
ance, payment, security,
sale and delivery of said Cer-
tificates, including the ap-
Oroyal and execution of a
. ying Agnnt/Registrar
Agreement and a Purchase SIGNEDL �- �'
Contract and the approyal
and distribution of air
n Ong an 21 ST J UN 1999
SL Statement;and providing an
TO BEFORE ME, THIS THE DAY OF
effective date. SWORN
PASSED AND APPROVED BY
THE CITY COUNCIL OF THE
CITY OF SOUTHLAKE TEX-
AS ON JUNE 15 1999 DUR-
ING tPa!'.F�y
THE REGULAR CITY ' e:',, RHONDA R. GOKE Notary Public �. • ,E.Rak.E..._
COUNCIL MEETING. if"!'4.1".;.
, hip
MAYOR RICK STACY � COMMISSION EXPIRESrATTEST: ,
CITYSECRETARRAND, l�4l ...,;}P' SEPTEMBER 8, 1999 TARRANT COUNTY,TEXAS
APPROVED AS TO FORM: ; ".'.,......,..!
E.ALLEN TAYLOR JR.,
CITY ATTORNEY--
PLEASE PAY THIS ORIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU!
L�TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT—
tar-Telerarn
REMIT TO: , 400 W.SEVENTH ST. •FORT WORTH,TEXAS 76102
ACCOUNT AMOUNT
15288865 NUMBER CIT57 DUE 34 . 83
PAGE], ( IF ANY QUESTIONS, PLEASE CALL(817)390-7885
S
CITY OF SOUTHLAKE
CTY SOUTHLAKE
667 N CARROLL AVE PLEASE PAY
SOUTHLAKE_, TX 76092-6412 THIS AMOUNT 34 . 83
PLEASE WRITE IN AMOUNT ENCLOSED __
I-EU. I.U. NU. 2"2-:i14b254 14 7 8 9 8 6 3
Star-Telegram A° ORDER NO.
400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102 ACCOUNT NO. C I T 5 7
THE 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
_ ,
3/26ME114789863CITY OF SOUTHLAK I358 lx 48L 48 QUOTE 38 . 88
CITY OFSOUT E, 03/26-03/26
I NOTICE
linterestehereby
�peersonse that
the City Council of the C City
I Southlake, Texas,
will •
holding a public hearing dur-
ng the regular city council
meeting to be held on April
6, 1999, at 6:00 p.m. The
meeting will be held in the
CiCitty Hall Council67 North Carroll
Avenue, Southlake, Texas.
Purpose of the hearing will
be held regarding the follow
Ing
ORDINANCE NO.740
AN ORDINANCE authorizing
the issuance of CITY OF
SOUTHLAKE, TEXAS TAX
IAND TAX INCREMENt SUR-
PLUS REVENUE CERTIFI-
CATES OF OBLIGATION,SE-
RIES 1999 specifying the
terms and features of said B
certificates; providing for
the payment of said certifi-
cates of obligation by the
S f I levy of an ad valorem tax up-
V on all taxable property within 29th MARCH 1999
the City and a lien on and WORN TO B FOF3F.�AQ DAY OF
plev of the certainatte tax in-cr v+.. `4���
crement revenues; and,re- J�' •9r.,'r RHONOA R. GOKE •
`Ij \\J_�� ►yyiCC_„""
solving other_matters ssu- i .,��
dent and relating to the is5u- �.. ,s, COMMISSION EXPIRES o Notary Public
ance, paymen, security,
sale and deliveryin of.the ap- +rij4. :FPS SEPTEMBER 8 1999 tificates, including_the ap-
proval and execution.of a � F;o"�� r
Paying Agent/Registrar TARRANT COUNTY,TEXAS
Agreement and a Purchase
Contract and the approval
and distribution of an Official
Statement;and providing an
PteffdraL.dat LeGe. )RIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU
Sandra L. rand I
City Secretary
L-------TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT------.►
Star-"I'elegraiii REMIT TO: 0. 400 W.SEVENTH ST. •FORT WORTH,TEXAS 76102\
14789863 ACCOUNT C I T 5 7 AMOUNT 38 . 88
NUMBER DUE
PAGE1 Olt IF ANY QUESTIONS, PLEASE CALL(817)390-7885
CITY OF SOUTHLAKE
CTY SOUTHLAKE
667 N CARROLL AVE PLEASE PAY
SOUTHLAKE , TX 76092-6412 THIS AMOUNT 38 . 88
1
PLEASE WRITE IN AMOUNT ENCLOSED