0766 4
,t 1
ORDINANCE NO. f 61 '
AN ORDINANCE authorizing the issuance of"CITY OF SOUTHLAKE,TEXAS,TAX
AND TAX INCREMENT REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2000-B (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 increment
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 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 a
maximum maturity amount(not to exceed$24,500,000)to produce a principal amount not to exceed
$12,000,000 for the purpose of paying contractual obligations to be incurred for(a)the construction
of public works in Reinvestment Zona Number One, to wit: acquiring, constructing and equipping
a new city hall, including related swb .,,.provements 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 February 9, 2000 and February 16, 2000, the date the first publication
of such notice being not less than fifteen (15)days prior to the tentative date stated therein for the
second reading and final passage of the ordinance authorizing the issuance of such certificates;and
WHEREAS, no petition protF t,og the issuance of the certificates of obligation and bearing
valid petition signatures of at least 6% of the qualified electors of the City, has been presented to
or filed with the Mayor, City Secretary or,any other official of the City on or prior to the date of the
passage of this ordinance; and
WHEREAS, the Council hereby finds and determines $11,925,036.25 in original principal
amount 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, hesignation, Principal Amount. Purpose. Certificate Date.
Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of$11,925,036.45, to be designated and bear the title "CITY OF SOUTHLAKE,
TEXAS, TAX AND TAX INCREMENT REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2000-B (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
820781.1
4
AP k
I A
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. The Certificates
shall be dated March 1, 2000 (the "Certificate Date").
SECTION 2: Non-Interest Paying Obligations-Terms. The Certificates shall be issued as
fully registered obligations,without coupons,and as"Capital Appreciation Certificates"(obligations
paying no accrued interest to the holders or owners prior to maturity) in the aggregate Maturity
Amount (the "Accreted Value" [as hereinafter defined] at maturity) of$24,160,000.
The Certificates shall each be issued in Maturity Amounts of$5,000, or any integral multiple
thereof, shall be numbered consecutively from One(1)upward,and the Certificates shall be issued
in the original principal amounts,which shall accrue interest at the stated interest rate(s),and shall
become due and payable on Februaryl5 in each of the years (the "Stated Maturities") and in the
Maturity Amounts as follows:
Year of Original Principal Maturity Stated
Maturity Amount Amount Yield(s)
2002 $273,879.00 $ 300,000 5.00%
2003 449,971.60 520,000 5.15%
2004 589,939.20 720,000 5.25%
2005 665,906.60 860,000 5.35%
2006 598,862.40 820,000 5.45%
2007 656,846.55 965,000 5.70%
2008 712,488.00 1,120,000 5.85%
2009 759,096.75 1,275,000 5.95%
2010 796,996.80 1,440,000 6.10%
2011 834,720.60 1,610,000 6.15%
2012 861,101.85 1,785,000 6.25%
2013 878,080.00 1,960,000 6.35%
2014 892,787.50 2,150,000 6.45%
2015 825,901.00 2,150,000 6.55%
2016 764,335.40 2,155,000 6.65%
2017 707,630.25 2,165,000 6.75%
2018 656,492.95 2,165,000 6.80%
Interest on the Certificates shall accrue from the date of delivery of the Certificates to the
initial purchasers(April 11, 2000), and such interest shall compound semiannually on February 15
and August 15 in each year, commencing August 15, 2000, until their Stated Maturity or earlier
redemption. The accrued interest on the Certificates shall be payable at maturity as a portion of the
Maturity Amount.
The term "Accreted Value", as used herein with respect to Certificates, shall mean the
original principal amount of a Certificate plus the initial premium, if any, paid therefor with interest
thereon compounded semiannually to February 15 or August 15, as the case may be, next
preceding the date of such calculation (or the date of calculation, if such calculation is made on
820781.1 -2-
A
February 15 or August 15), at the respective stated yield(s)noted above and,with respect to each
$5,000 Accreted Value at maturity,as set forth in the Table of Accreted Values appearing in Exhibit
A attached hereto and incorporated herein by reference as a part hereof for all purposes. For any
day other than a February 15 or August 15,the Accreted Value of a Certificate shall be determined
by a straight line interpolation between the values for the applicable semiannual compounding dates
(based on 30-day months).
SECTION 3: Terris of Payment-Paving Agent/Registrar. 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
relating to the registration, payment, exchange and transfer of the Certificates (the "Security
Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying
Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit B, and such
reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The
Mayor and City Secretary of the City are hereby authorized to execute and deliver said Agreement
in connection with the delivery of the Certificates. The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Certificates are paid and discharged,and any successor
Paying Agent/Registrar shall be a bank,trust company,financial institution or other entity qualified
and authorized to serve in such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City
agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail,
first class postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.
The Certificates shall be payable at their Stated Maturities or upon their earlier redemption
only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its
designated office in Dallas,Texas (the"Designated Payment/Transfer Office"). If the date for the
payment of 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.
SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated
Maturities on and after Februaryl5, 2007, shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in Maturity Amounts of$5,000 or any integral multiple thereof
820781.1 -3-
(and if within a Stated Maturity by lot by the Paying AgentJRegistrar), on February15, 2006, or on
any date thereafter at the redemption price of the "Accreted Value" as of the date of redemption
(such Accreted Value to be calculated in accordance with Section 2 hereof and the Table of
Accreted Values attached hereto).
(b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption
date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying
AgentJRegistrar), the City shall notify the Paying Agent/Registrar of the decision to redeem
Certificates, the Maturity Amount of each Stated Matudty to be redeemed, and the date of
redemption therefor. The decision of the City to exemise the right to redeem Certificates shall be
entered in the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the
same Stated Maturity are to be redeemed on a redemption date, the Paying AgentJ Registrar shall
treat such Certificates as representing the number of Certificates Outstanding which is obtained by
dividing the Maturity Amount of such Certificates by $5,000 and shall select the Certificates to be
redeemed within such Stated Maturity by lot.
(d) Notice ~. Not less than thirty (30) days prior to a redemption date for
the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at the
close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective
of whether received by the Holder.
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 Maturity Amount to be
redeemed, the Maturity Amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Certificates, or the portion of the Matudty Amount thereof to be redeemed, shall become
due and payable on the redemption date specified and the Certificate, or on the portion of the
Maturity Amount thereof to be redeemed, shall cease to accrete in value from and after the
redemption date, provided moneys sufficient for the payment of such Certificate (or the Maturity
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 Maturity 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 Maturity Amount thereof to be redeemed) shall become due and payable and the Certificates
shall cease to accrete in value from and after the redemption date therefor.
SECTION 5; Reqistration - Transfer - Exchanqe of Certificates - Predecessor Certificates.
The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name
and address of each and every owner of the Certificates issued under and pursuant to the
provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be
transferred or exchanged for Certificates of like maturity and amount and in authorized
denominations by the Holder, in person or by his duly authorized agent, upon surrender of such
Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate (other than the Initial Certificate authorized in Section 8
hereof) for transfer at the Designated PaymentFrransfer Office of the Paying Agent/Registrar, one
or more new Certificates shall be registered and issued to the assignee or transferee of the previous
Holder; such Certificates to be in authorized denominations, of like Stated Maturity and of a like
aggregate Maturity Amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates (other than the Initial Certificate authorized in Section
8 hereof) 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 Maturity Amount as
the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at
the Designated PaymentJTransfer 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 er
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 18
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 AgentJ Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Certificate; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate
called for redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions
contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the
Certificates, the City hereby approves and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a
limited purpose trust company organized under the laws of the State of New York, in accordance
with the 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 Security Register for all purposes, including payment and notices, shall be Cede
& Co., as nominee of DTC, notwithstanding the ownership of each actual pumhaser 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 printed in definitive form and provide for the Certificate
certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may
be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on
the Security Register maintained by the Paying AgentJRegistrar 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
V.T.C.A., Govemment Code, Chapter 1207.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9C, manually executed by the Comptroller
of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9D, manually executed by an authorized officer,
employee or representative of the Paying Agent]Registrar, and either such certificate duly signed
upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has
been duly certified, registered and delivered.
SECTION 8: Initial Certificate. The Certificates herein authorized shall be initially issued
as a single fully registered CertJficate in the aggregate Maturity Amount of $24,160,000 with
installments of such Maturity Amount to become due and payable as provided in Section 2 hereof
and numbered T-l, (hereinafter called the "Initial Certificate") and the Initial Certificate shall be
registered in the name ofthe initial pumhaser(s) orthe designee thereof. The Initial Certificate 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, the Paying
Agent]Registrar, pursuant to written instructions from the initial purchaser(s), or the designee
thereof, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive
Certificates of authorized denominations, Stated Maturities, Matudty Amounts and accruing interest
at like rates or stated yields for transfer and delivery to the Holders named at the addresses
identified therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other information and documentation as the Paying
Agent]Registrar may reasonably require.
SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate
of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying
Agent]Registrar, and the form of Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Ordinance and may have
such letters, numbers, or other marks of identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or determined
by the officers executing such Certificates as evidenced by their execution. Any portion of the text
of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the certificate.
The definitive Certificates and the Initial Certificate(s) shall be pdnted, 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.
~0781.1 -7-
REGISTERED
NO.
Certificate Date:
March 1, 2000
Registered Owner:
Maturity Amount:
Form of Certificates.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
TAX AND TAX INCREMENT REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2000-B
(REINVESTMENT ZONE NUMBER ONE)
REGISTERED
$.
Stated Yield:
Stated Maturity:
CUSIP NO:
DOLLARS
The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Tarrant and Denton, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner
named above, or the registered assigns thereof, on the Stated Matudty date specified above the
Maturity Amount stated above (or such much thereof as shall not have been paid upon prior
redemption). The Maturity Amount of this Certificate represents the accretion of the odginal
principal amount of this Certificate (including the initial premium, if any, paid herefor) from the date
of delivery to the initial purchasers (Apdl 11, 2000) to the Stated Maturity and such accretion in
value occurring at the above Stated Yield and compounding on August 15, 2000, and semiannually
thereafter on February 15 and August 15. A table of the "Accreted Values" per $5,000 "Accreted
Value" at maturity is attached hereto or printed on the reverse side of this Certificate. The term
"Accreted Value", as used herein, means the odginal principal amount of this Certificate plus the
initial premium, if any, paid herefor with interest thereon compounded semiannually to February 15
and August 15, as the case may be, next preceding the date of such calculation (or the date of
calculation, if such calculation is made on February 15 or August 15) at the Stated Yield for the
Stated Maturity shown above and in the Table of Accreted Values attached hereto or pdnted
hereon. For any date other than February 15 or August 15, the Accreted Value of this Certificate
shall be determined by a straight line interpolation between the values for the applicable semiannual
compounding dates (based on 30-day months).
The Maturity Amount of this Certificate is payable at its Stated Matudty or redemption to the
registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer
Office of the Paying AgentJRegistrar executing the registration certificate appearing hereon, or its
successor; provided, however, while this Certificate is registered to Cede & Co., the payment of the
Matudty Amount upon a partial redemption of the Matudty Amount hereof may be accomplished
without presentation and surrender of this Certificate. Payments of principal of and accrued and
820781.1 -8-
compounded interest on this Certificate shall be without exchange or collection charges to the
owner hereof and in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts.
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $11,925,036.45 (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 pay no accrued interest pdor to their Stated Maturities.
The Certificates matudng on and after February15, 2007, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in Maturity Amounts of $5,000 or any
integral multiple thereof (and if within a Stated Matudty by lot by the Paying Agent/Registrar), on
February15, 2006, or on any date thereafter, at the redemption price of the Accreted Value (as
determined and defined herein) as of the date of redemption.
At least thirty (30) days prior to the date fixed for any redemption of Certificates, 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 the Certificates to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If a Certificate (or any portion thereof) shall
have been duly called for redemption and notice of such redemption duly given, then upon such
redemption date such Certificate (or the portion thereof to be redeemed) shall become due and
payable, and shall cease to accrete in value from and after the redemption date, provided moneys
for the payment of the redemption price to the date of redemption are held for the purpose of such
payment by the Paying Agent/Registrar.
In the event a portion of the Matudty Amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption pdce shall be
made to the registered owner only upon presentation and surrender of such Certificate to the
Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or
Certificates of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the Maturity Amount thereof will be issued to the
registered owner, without charge. Ifa 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 ali taxable property in the City and, together with the Previously
Issued Certificates (identified and defined in the Ordinance), 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 right 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 ail 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 Holdem; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the
terms and provisions upon which the tax levy and the pledge of the Pledged Tax Increment
Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of
this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the
other terms and provisions contained therein. Capitalized terms used herein have the meanings
assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When
a transfer on the Secudty Register occurs, one or more new fully registered Certificates of the same
Stated Maturity, of authorized denominations, accruing interest at the same rate or stated yield, and
of the same aggregate Maturity Amount will be issued by the Paying Agent/Registrar to the
designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Secudty Register (i) on the date of surrender of this Certificate
as the owner entitled to payment of the Matudty Amount at its Stated Matudty or the Accreted Value
at its redemption, in whole or in part, and (ii) on any other date as the owner for all other purposes,
and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary.
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 Reaistration Certificate of Comptroller
of Public Accounts to aoDear 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 off.ice this
(gF_.AL)
*NOTE TO PRINTER:
Comptroller of Public Accounts
of the State of Texas
Do Not Print on Definitive Certificates
D. Form of Certificate of Payinq Aqent/Reqistrar to
appear on Definitive Certificates only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the certificate or certificates of the above entitled and designated
series originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in Dallas, Texas, is the
"Designated Payment/Transfer Office" for this Certificate.
Registration Date:
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION,
as Paying AgentJRegistrar
By
Authorized Signature
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 rights 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.
F. The Initial Certificate shall be in the form set forth therefor in paraqraph B of this
Section, except as follows:
Heading and first two paragraphs shall be amended to read as follows:
-12-
REGISTERED
NO. T-1
MATURITY AMOUNT
$.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
TAX AND TAX INCREMENT REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2000-B
(REINVESTMENT ZONE NUMBER ONE)
Certificate Date:
March 1, 2000
CUSIP NO:
Registered Owner:
Matudty 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 aggregate Maturity Amount stated above on
February15 in each of the years and in installments in accordance with the following schedule:
Installment
Year of Matudty Stated
Maturity Amount Yield(s)
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to maturity). The respective installments
of the Maturity Amount hereof represents the accretion of the original principal amounts of each
year of maturity from the date of delivery to the initial purchasers (Apdl 11,2000) to the respective
years of maturity (including the initial premium, if any, paid by the initial purchasers) and such
accretion in value occurring at the above Stated Yield(s) and compounding on August 15, 2000,
and semiannually thereafter on February 15 and August 15. A table ofthe"Accreted Values" per
$5,000 "Accreted Value" at matudty is attached hereto or printed on the reverse side of this
Certificate. The term "Accreted Value", as used herein, means the odginal principal amount of this
Certificate plus the initial premium, if any, paid herefor with interest thereon compounded
semiannually to February 15 and August 15, as the case may be, next preceding the date of such
calculation (or the date of calculation, if such calculation is made on February 15 or August 15)
at the respective Stated Yield(s) for the corresponding Stated Maturity shown above and in the
Table of Accreted Values attached hereto or printed hereon. For any date other than February
15 or August 15, the Accreted Value of this Certificate shall be determined by a straight line
interpolation between the values for the applicable semiannual compounding dates (based on
30-day months).
The installments of the Matudty Amount, or the appropriate redemption prices for such
installments, are payable at matudty or redemption, as the case may be, to the registered owner
hereof, without exchange or collection charges by Chase Bank of Texas, National Association
(the Paying AgentJRegistrar"), upon presentation and surrender, at its designated office in Dallas,
Texas (the "Designated Payment/Transfer Office"), and shall be payable in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts.
SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to
the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of
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 parity lien on and pledge of the Pledged Tax Increment Revenues of the Zone
of equal rank and dignity with the lien and pledge securing the payment of the
Previously Issued Certificates and the Certificates.
(c) The term "Certificates" shall mean the "City of Southlake, Texas,
Tax and Tax Increment Revenue Certificates of Obligation, Series 2000-B
(Reinvestment Zone Number One)" authorized by this Ordinance.
(d) The term "Certificate Fund" shall mean the special Fund created
and established under the previsions 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 period used by the City which may be any twelve consecutive month
period established by the City.
(g) The term "Government Securities" shall mean shall mean (i) direct
noncallable obligations of the United States of Amedca, including obligations the
principal of and interest on which are unconditionally guaranteed by the United
States of America, (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations unconditionally guaranteed or insured by the
agency or instrumentality and on the date of their acquisition or purchase by the
City are rated as to investment quality by a nationally recognized investment rating
firm not less than AAA or its equivalent and (iii) noncallable obligations of a state
or an agency or a county, municipality, or other political subdivision of a state that
have been refunded and on the date of their acquisition or purchase by the City,
2078L1 -14-
are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent,
(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.
(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: Tarrant County, Texas,
Tarrant County Hospital Distdct and Tarrant County Junior College District.
(j) The term "Pledged Tax Increment Revenues" shall mean all
amounts deposited by ali 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 "Previously Issued Certificates" shall mean the outstanding
and unpaid certificates of obligation, payable from ad valorem taxes and
additionally payable from and secured by a lien on and pledge of the Pledged Tax
Increment Revenues, more particularly described as follows: "City of Southlake,
Texas, Tax and Tax Increment Revenue Certificates of Obligation, Series 1999
(Reinvestment Zone Number One)", dated June 1, 1999, and originally issued in
the principal amount of $3,610,000~
(I) The term"Tax Increment Fund" shall mean the Tax Increment Fund
created and established pursuant to the Creation Ordinance.
(k) 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 2000-B 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 derived 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 Lew. To provide for the payment of the "Debt Service Requirements"
on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall
be and there is hereby levied for the current year and each succeeding year thereafter while said
Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred
dollars' valuation of taxable property in said City, adequate to pay such Debt Service
Requirements, full allowance being made for delinquencies and costs of collection; said tax shall
be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Certificate Fund. The City Council hereby der. Jares 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 le~ 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: PledqeofTaxlncrementRevenue.~ TheCityherebycovenantsand 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 Previously Issued
Certificates, 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 initial 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 otherwise 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 properly invested)
shall be secured in the manner and to the fullest extent required by the laws of Texas for the
security of public funds, and moneys on deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 16: Special Covenants. The City hereby further covenants as follows:
(a) 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 Previously Issued Certificates and 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 Obliqations, The City hereby expressly
reserves the dght 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 Previously issued Certificates and 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 ali
other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement and
payment of mutilated, destroyed, lost or stolen Certificates.
SECTION 19: Satisfaction of Oblioation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied under this Ordinance and the Net Revenues of the System (to the extent such limited
pledge of Net Revenues shall not have been discharged or terminated by prior payment of
principal of or interest on the Certificates) and all covenants, agreements, and other obligations
of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Certificates or any Maturity 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 at maturity or redemption, together with all interest due thereon, shall have
-18-
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 Certificates, or the Maturity
Amount(s) thereof, on the Stated Maturity thereof or (if notice of redemption has been duly given
or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have
been made) the redemption date thereof. The City covenants that no deposit of moneys or
Government Securities will be made under this Section and no use made of any such deposit
which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant
thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying AgentJRegistrar, or an
authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Certificates 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 Certificates
and remaining unclaimed for a period of three (3) 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 AgentJRegistrar
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
repealed by the City while 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 majority in aggregate Maturity Amount of the
Certificates then Outstanding affected thereby, amend, add to, or rescind any of the previsions 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 Maturity Amount thereof,
or change the compounding rates for interest, the redemption price, 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 Maturity
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 Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b)of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in Section 1.148-1 (c)
of the Regulations, of the Certificates.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Certificates are
invested and which is not acquired to carry out the governmental purposes of the
Certificates.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Certificates. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Certificates has the meaning set forth in Section
1.148-4 of the Regulations.
-20-
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of,
or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction
or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner
which if made or omitted, respectively, would cause the interest on any Certificate to become
includable in the gross income, as defined in section 61 of the Code, of the owner thereof for
federal income tax purposes. Without limiting the generality of the foregoing, unless and until the
City receives a written opinion of counsel nationally recognized in the field of municipal bond law
to the effect that failure to comply with such covenant will not adversely affect the exemption from
federal income tax of the interest on any Certificate, the City shall comply with each of the specific
covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by section 141 of the Code
and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates, and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity 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 prior to the final
Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed within the meaning of section 149(b)
of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by section 149(e)
of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such
place as the Secretary may prescribe.
(h) Rebate of Arbitraqe Profits. Except to the extent otherwise provided in section 148(f)
of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof) and
shall retain all records of accounting for at least six years after the day on which
the last Outstanding Certificate is discharged. However, to the extent permitted by
law, the City may commingle Gross Proceeds of the Certificates with other money
of the City, provided that the City separately accounts for each receipt and
expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code
and the Regulations and rulings thereunder. The City shall maintain such
calculations with its official transcript of proceedings relating to the issuance of the
Certificates until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Certificates by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States out of the Certificate Fund or its
general fund, as permitted by applicable Texas statute, regulation or opinion of the
Attorney General of the State of Texas, the amount that when added to the future
value of previous rebate payments made for the Certificates equals (i) in the case
of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations,
one hun(ired 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 atthe times, in the
installments, to the place and in the manner as is or may be required by section
148(f) of the Code and the Regulations and rulings thereunder, and shall be
-22-
accompanied by Form 8038-T or such other forms and information as is or may be
required by Section 148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitraqe Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier
of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Certificates not been relevant to
either party.
(j) Elections. The City hereby directs and authorizes the Mayor, City Secretary, City
Manager and Director of Finance, individually or jointly, to make elections permitted or required
pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate
in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other
appropriate certificate, form or document.
SECTION 22: Sale of Certificates - Official Statement Approval The sale of the
Certificates authorized by this Ordinance to J.P. Morgan Securities Inc. and Dain Rauscher
Incorporated (herein referred to as the "Purchasers") in accordance with the Purchase
Contract, dated March 7, 2000, approved and authorized to be executed pursuant to Ordinance
No. is hereby ratified, confirmed and approved.
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 (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 March 7, 2000, in the reoffering, sale and delivery
of the Certificates to the public. The Mayor and City Secretary are further authorized and directed
to manually execute and deliver for and on behalf of the City copies of said Official Statement in
final form as may be required by the Purchasers, and such 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 2.3: 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 in
accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including
specifically guaranteed investment contracts permitted in V.T.C.A., Section 2256.015, et seq, and
any investment earnings realized may be expended for such authorized projects and purposes
or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest
and premium, if any, as well as all surplus proceeds of sale of the Certificates, including
investment earnings, remaining after completion of all authorized projects or purposes shall be
deposited to the credit of the Certificate Fund.
SECTION 24: Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending the sale
of the Certificates, the investigation by the Attorney General of the State of Texas, including the
printing and supply of definitive Certificates, and shall take and have charge and control of the
Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof
by the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, Director of Finance, and City
Manager, any one or more of said officials, are hereby authorized and directed to fumish 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 Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in wdting 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 wdting 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. AII 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.
aoTs~.~ -24-
SECTION 27: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of
the Certificates is subject to being fumished a final opinion of Fulbright & Jaworski L.L.P., Dallas,
Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of
the date of delivery and payment for the Certificates. An executed counterpart of said opinion
shall accompany the global certificates deposited with The Depository Trust Company or a
reproduction thereof shall be printed on the definitive Certificates in the event the book entry only
system shall be discontinued.
SECTION28: CUSlPNumbers. CUSlPnumbersmaybeprintedortypedonthe definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or effect as regards the legality thereof and
neither the City nor attorneys approving the Certificates as to legality are to be held responsible
for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 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
AgentJRegistrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, and this Ordinance and all its previsions is
intended to be and shall be for the sole and exclusive benefit of the City, the Paying
AgentJRegistrar and the Holders.
SECTION 30: Inconsistent Previsions. 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: Governing 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. The Section headings herein are for convenience 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 plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 34: Severability. If any prevision 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.
-25-
SECTION 35: Continuinq Disclosure Undertakinq. (a) Definitions. As used in this
Section, the following terms have the meanings ascribed to such terms below:
"MSR~' means the Municipal Securities Rulemaking Board.
"NRMSI~' means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the
meaning of the Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC: means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff
to be, a state information depository within the meaning of the Rule from time to
time.
(b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within
six months after the end of each fiscal year (beginning with the fiscal year ending September 30,
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 pedod dudng
which they must be provided. If audited financial statements are not available at the time the
financial information and operating data must be provided, then the City shall provide unaudited
financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial
information and operating data and will file the annual audit report, when and if the same becomes
available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the
change (and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant to this
Section.
The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSlR and any SlD 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 material within the meaning of the federal securities laws:
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
5.
6.
Certificates;
7.
8.
9.
10.
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the
Modifications to rights of holders of the Certificates;
Certificate calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the
Certificates; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with
subsection (b) of this Section by the time required by such Section.
(d) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section while, but only while, the City remains an
"obligated person" with respect to the Certificates within the meaning of the Rule, except that the
City in any event will give the notice required by subsection (c) hereof of any Certificate calls 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 right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to
;)rovide any other information that may be relevant or material to a complete presentation of the
City's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances resulting from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions
of this Section, as so amended, would have permitted underwriters to purchase or sell Certificates
in the primary offering of the Certificates in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Certificates consent to such amendment or (b) a Person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Certificates. The provisions of this Section may also be amended from time to time or repealed
by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation
of the City's right to do so would not prevent underwriters of the initial public offering of the
Certificates from lawfully purchasing or selling Certificates in such offedng. 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: Insurance. The Certificates have been offered and sold with the principal
of and interest thereon being insured by Ambac Assurance Corporation (hereinafter called
"Ambac") pursuant to a Municipal Bond Insurance Policy. In accordance with the terms and
conditions applicable to insurance provided by Ambac, the City covenants and agrees that, in the
event the principal and interest due on the Certificates shall be paid by Ambac pursuant to the
policy referred to this Section, the assignment and pledge of all funds and all covenants,
agreements and other obligations of the City to the Holders shall continue to exist and Ambac shall
be subrogated to the rights of such Holders; and furthermore, the City covenants and agrees that:
(a) Consent of Ambac where Holder Consent Re(3uired. Ambac
shall be deemed to be the holder of the Certificates insured by Ambac at all times
for the purpose of the execution and delivery of any amendment, change or
modification of this Ordinance or the initiation by Holders of any action to be taken
under this Ordinance at the Holder's request, which under this Ordinance (or under
such underlying documents requires the written approval or consent of or can be
initiated by the Holders of a majodty (50% percent) in aggregate principal amount
of the Certificates at the time Outstanding.
(b) Defeasance. In the event that the principal and redemption pdce,
if applicable, and interest due on the Certificates shall be paid by Ambac pursuant
to the policy referred to in this Section, all covenants, agreements and other
obligations of the City to the Holders shall continue to exist and Ambac shall be
subrogated to the rights of such Holders.
(c) Notices to be Given to Ambac. While the Municipal Bond Guaranty
Insurance Policy is in effect, the City shall furnish to Ambac:
-28--
(1) as soon as practicable after the filing thereof, a copy of
any financial statement of the City and a copy of any audit and
annual report of the City;
(2) a copy of any notice to be given to the registered
owners of the Certificates, including, without limitation, notice of any
redemption or defeasance of Certificates, and any certificate
rendered pursuant to this Ordinance relating to the security for the
Certificates; and
(3) such additional information as it may reasonably
request.
The City will permit Ambac to discuss the affairs, finances and accounts of
the City, or any information Ambac may reasonably request regarding the security
for the Certificates with appropriate officers of the City. The City will permit Ambac
to have access to and make copies of all books and records relating to the
Certificates at any reasonable time.
(d) Consent of Ambac. Any provision of this Ordinance expressly
recognizing or granting rights in or to Ambac may not be amended in any manner
which affects the rights of Ambac hereunder without the prior written consent of
Ambac. Furthermore, anything in this Ordinance to the contrary notwithstanding,
upon the occurrence and continuance of an event of default, Ambac shall be
entitled to control and direct the enforcement of all rights and remedies granted to
the Holders of the Certificates for the benefit of such Holders.
(e) Concerninq the Bond insurance Policy. As long as insurance for the
Certificates shall be in full force and effect, the City agrees to comply with the
following provisions:
(1) if five (5) days pdor to an interest payment date for the
Certificates the City determines that there will be insufficient funds
in the Certificate Fund to pay the principal of or interest on the
Certificates on such interest payment date, the City shall so notify
Ambac. Such notice shall specify the amount of the anticipated
deficiency, the Certificates to which such deficiency is applicable
and whether such Certificates will be deficient as to principal or
interest, or both.
(2) the City shall, after giving notice to Ambac as provided
in (1) above, make available to Ambac and the United States Trust
Company of New York, as insurance trustee for Ambac, the
registration books of the City maintained by the Paying
Agent/Registrar, and all records relating to the funds and accounts
maintained under this Ordinance.
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(3) the City shall cause the Paying Agent/Registrar to
provide Ambac and the United States Trust Company of New York
with a list of registered owners of Certificates entitled to receive
principal or interest payments from Ambac under the terms of the
Municipal Bond Insurance Policy, and shall cause the Paying
Agent/Registrar to make arrangements with United States Trust
Company of New York (I) to mail checks or drafts to the registered
owners of Certificates entitled to receive full or partial interest
payments from Ambac, and (ii) to pay principal upon Certificates
surrendered to United States Trust Company of New York by the
registered owners of Certificates entitled to receive full or partial
principal payments from Ambac.
(4) the City shall cause the Paying Agent/Registrar to notify,
at the time it provides notice to Ambac pursuant to (1) above, the
registered owners of Certificates entitled to receive the payment of
principal or interest thereon from Ambac (I) as to the fact of such
entitlement, (ii) that Ambac will remit to them all or a part of the
interest payments next coming due, (iii) that should they be entitled
to receive full payment of principal from Ambac they must tender
their Certificates (along with a form of transfer of title thereto) for
payment to United States Trust Company of New York, as
insurance trustee for Ambac, and not the Paying Agent/Registrar,
and (iv) that should they be entitled to receive partial payment of
principal from Ambac they must tender their Certificates for
payment thereon first to the Paying Agent/Registrar, who shall note
on such Certificates the portion of the principal paid by the Paying
Agent/Registrar, and then, along with a form of transfer of title
thereto, to Ambac, which will then pay the unpaid portion of
principal.
(5) Ambac shall, to the extent it makes a payment of
principal of or interest on Certificates, become subrogated to the
rights of the recipients of such payments in accordance with the
terms of the Municipal Bond Insurance Policy, and to evidence
such subrogation (I) in the case of subrogation as to claims for past
due interest, the City shall cause the Paying AgentJRegistrar to note
Ambac's rights as subrogee on the registration books of the City
maintained by the Paying Agent/Registrar upon receipt from Ambac
of proof of the payment of interest thereon to the registered owners
of the Certificates, and (ii) in the case of subrogation as to claims
for past due principal, the City shall cause the Paying
Agent/Registrar to note Ambac's fights as subrogee on the
registration books of the City maintained by the Paying Agent/
Registrar upon surrender of the Certificates by the registered
owners thereof together with proof of the payment of principal
thereof.
~20781.1 -30-
SECTION 37: Public Meetinq. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 38: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its date of adoption shown below.
PASSED ON FIRST READING, February 15, 2000.
PASSED ON SECOND READING AND ADOPTED, this March 7, 2000.
CITY OF SOUTHLAKE, TEXAS
ATTEST:
City Secretary
(City Seal)
APPROVED AS TO LEGALITY:
City Attorney
EXHIBIT
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of March 7, 2000 (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 America,
(the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the execution and delivery of
its "City of Southlake, Texas, Tax and Tax Increment Revenue Certificates of Obligation, Series
2000-B" (Reinvestment Zone Number One) (the "Securities"), dated March 1, 2000, such
Securities to be issued in fully registered form only and as and as "Capital Appreciation
Certificates" (obligations paying no interest prior to their Stated Maturities); and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers on or
about April 11, 2000; and
WHEREAS, the Issuer has selected the Bank to serve as Paying AgentJRegistrar in
connection with the payment of the Maturity Amount on said Securities and with respect to the
registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and the Maturity
Amount (the original principal amount with accrued and compounded interest thereon) with
respect to Capital Appreciation Certificates as the same become due and payable to the registered
owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter
defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and,
as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer
books and records as to the ownership of said Securities and with respect to the transfer and
exchange thereof as provided herein and in the "Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
~21240.1
Section 1.02. Compensation. As compensation for the Bank's services as Paying
AgentJRegistrar, 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 AgentJRegistrar
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
principal or any or ali installments of interest, or both, are due and payable on any Secudty
which has become accelerated pursuant to the terms of the Security.
"Bank Office" means the designated offices of the Bank indicated in Section 3.01
hereof. The Bank will notify the Issuer in writing of any change in location of the Bank
Office.
"Bond Resolution" means the resolution, order, or ordinance of the governing body
of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any
other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30th.
"Holder" and "Security Holder" each means the Person in whose name a Security
is registered in the 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, jointventure, association,
joint stock company, trust, unincorporated organization or government or any agency or
political subdivision of a government.
~21240.1
-2-
EXHIBIT
"Predecessor Securities" of any particular Security means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen
Security for which a replacement Security has been registered and delivered in lieu thereof
pursuant to Section 4.06 hereof and the Resolution).
"Redemption Date" when used with respect to any Security to be redeemed means
the date fixed for such redemption pursuant to the terms of the Bond Resolution.
"Responsible Officer" when used with respect to the Bank means the Chairman or
Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive
Committee of the Board of Directors, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the
Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Bond Resolution the Matudty
Amount of a Capital Appreciation Certificate is scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank", "Issuer", "Capital Appreciation
Certificates" and "Securities (Security)" have the meanings assigned to them in the recital
paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying 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 Maturity Amount of each Bond at its Stated Maturity, Redemption
Date, or Acceleration Date, to the Holder upon surrender thereof to the Bank at the following
address: P. O. Box 2320, Dallas, Texas 75221-2320 or 1201 Main Street, One Main Place, 18~
Floor, Dallas, Texas 75201, Attention: Corporate Trust Services.
All payments 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
821240.~
-3-
appearing on the Security Register or (2) by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the Maturity
Amounts of the Bonds at the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Reqister - Transfers and Exchanqes. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the Maturity Amount 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
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities Dealers,
in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized
in writing.
The Bank may request any supporting documentation it feels necessary to effect a
e-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities of like kind and tenor 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
ca ncelled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed
Bonds to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Bonds 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 Secufit7 Reqister. The Bank, as Registrar, wilt maintain the Security
Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
-4-
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals
as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other
Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs
the Bank, subject to the provisions of Section 18 of the Bond Resolution, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only
upon the approval of the Issuer and (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity
of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with
such indemnity and with the preparation, execution and delivery of a replacement Security shall
be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time
after receipt of written request from the Issuer, furnish the Issuer information as to the Securities
it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of
any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu
of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
821240.1
-5-
E) HIBIT B,
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the
truth of the statements and correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
~f the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated
in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same
dghts it would have if it were not the Paying Agent/Registrar, or any other agent.
2 24o., -6- F-.XHISIT B,e
Section 5.05. Moneys Held by Bank-Fiduciary Account/Collateralization. A fiduciary
account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the payment of the Securities,
and money deposited to the credit of such account until paid to the Holders of the Securities shall
be continuously collateralized by securities or obligations which qualify and are eligible under both
the laws of the State of Texas and the laws of the United States of America to secure and be
pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal
Deposit insurance Corporation. Payments made from such trust account shall be made by check
drawn on such trust account unless the owner of such Securities shall, at its own expense and
risk, request such other medium of payment.
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of any Security or accrued interest thereon and remaining
unclaimed for three years after final maturity of the Security has become due and payable will be
paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the
Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall
thereupon cease.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07. Interpleader. The issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the State and County where either the
Bank Office or the administrative offices of the Issuer is located, and agree that service of process
by certified or registered mail, return receipt requested, to the address referred to in Section 6.03
of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that
the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services. It is hereby represented and warranted that, in the event the
Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to the
extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
EXHIBIT
ARTICLE SiX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assiqnment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on page 9.
Section 6.04. Effect of Headinqs. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assiqns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Severabilit,,,. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07. Benefits of Aqreement. Nothing herein, express or implied, shall give to any
Person, other than the padies hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy, or claim hereunder.
Section 6.08. Entire Aqreement. This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar
and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution
shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment
to the Holders of the Maturity Amount with respect to the Securities or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination
of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely
affect the payment of the Securities.
821240.1
-8-
EXHIBIT
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in ful~ force and
effect following the termination of this Agreement.
Section 6.11. ~. This Agreement sha~l be construed in accordance with and
governed by the ~aws of the State of Texas.
iN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
[SEAL]
Attest:
BY
Title:
Address:
600 Travis, Suite 1150
Houston, Texas 77002
Title:
(CITY SEAL)
Attest:
CITY OF SOUTHLAKE, TEXAS
BY
Mayor
Address: 667 N. Carroll Avenue
Southiake, Texas 76092
City Secretary
821240.1
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.
829781.1
INVOICE
Star-Telegram Customer ID: CIT57
400 W.7th Street Invoice Number: 168368651
FORT WORTH,TX 76102 Invoice Date: 3/10/00
(817)390-7761
Federal Tax ID 22-3148254 Terms: Net due in 21 days
Due Date: 3/31/00
Bill To: PO Number:
CITY OF SOUTHLAKE
667 N CARROLL AVE Order Number: 16836865
SOUTHLAKE, TX 76092-6412 Sales Rep: 073
Description: CITY OF SOUTHLA
Publication Date: 3/10/00
CITY OF SOUTHLAKE ORDINANCE NO I358 1 46 46 LINE $5.79 $266.34
ORDNAiOFNCE NO.766
AN ORDINANCE authorizin ($229.08)
SOUSales Discount the issuance of CITY O�
AND TAXI INCREMENT`REV-
ENUE CERTIFICATES OF
OBLIGATION SERIES
2000 B (REINVESTMENT
ZONE NUMBER ONE)' Net Amount: $37.26
specifying the terms and
features of said certifi-
cates; providing for the
payment of, said certifi-
cates 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 cer-
tain tax increment reve-
nues; and resolving other
matters incident and relat-
ing to the issuance, pay-
ment, security, sale and
delivery of said Certifi-
cates, including the ap-
proval and execution of a
Paying
Contract and the ap-
proval and distribution of
an Official Statement;and
providing an effective
date.
PASSED AND APPROVED
THE STATE •
THE OF S ,
BY THE CITY COUNCIL OF
TEX STY ON THIISUTHLAKE THE 7TH
County of Tar MAYOR RICK STAC 000.
ATTEST: SANDRA L. LEG-
Before me,a h CIRTY"StCRETARY id County and State,this day personally appeared TAMMIE BRYANT, Bid and Legal Coordinator, for the Star-
Telegram, pub EPAL°N TALoR SRRM. n, Inc.at Fort Worth, in Tarrant County,Texas;and who,after being duly sworn,did depose and say that the
attached clippi.i,!TYATTORNEY _ s published in the above named paper on the listed dates:
SUBSCRIBED AND SWORN TO BEFORE ME,THIS Tuesday, March 2000.
Notary Public •
DAWN M.KUYK DALL
COMMISSION EXPIRE8
Thank You For Your Payment SEPTEMBER 13,2009
Remit To: Star-Telegram Customer ID: CIT57
P.O. Box 901051 Customer Name: CITY OF SOUTHLAKE
FORT WORTH, TX 76101-2051 Invoice Number: 168368651
Invoice Amount: $37.26
PO Number:
Amount Enclosed: F$
INVOICE
Star-Telegram Customer ID: CIT57
400 W.7th Street Invoice Number: 167060121
FORT WORTH,TX 76102 Invoice Date: 2/18/00
(817)390-7761
Federal Tax ID 22-3148254 Terms: Net due in 21 days
Due Date: 2/29/00
Bill To: PO Number:
CITY OF SOUTHLAKE Order Number: 16706012
667 N CARROLL AVE
SOUTHLAKE, TX 76092-6412 Sales Rep: 073
E EXAS Description: CITY OF SOUTHLA
NO was hereby given to
th sted pers°ns that Publication Date: 2/18/00
the City it of rent.
of
Southlake, Texas, will he
holding a public hearing dui
ing the re °iar ciy count,; Location Col Depth Linage MU Rate Amount
meetingg to e held on Morel
7; 200gg0, a 7:00 p.m. The:
CitymeebCouncil will bChamb held ers the
CITY OF SI CItyPurp •667 North
Carroll NOTIC 13fi8 1 101 101 LINE $5.79 $584.79
Avenue,be held regarding the follow
($502.98)
Sales Disco'AN"��No. oriz g
the issuance ofe authorizing
SOUTMAK E TEXAS TAX
AND REMENT REVE-
NUE CERTIFICATES OF OBLI-
GATION, $81.81
(REINVESTMENT ZONE ZONEON NIB Net Amount:
BER ONE)"; specifying the
and
terms and features of said
certificates- providing for
of oblgatiion said levy of an ad
valorem tax upon all taxable
a lien on and pledgeiof the
certain tax increment reve-
nues; and resolving other
matters incident and relating
to the issuance payment
security,sale and delivery of
grid Certificates including
a eap wove'and execution
eying Agent/Regis-
trar Agreement and a Pur-
chase-Contract and the ap-
Proval and distribution of an
Official Statement; and pro-
WH REAS,enotice off a the City
Council's intention to issue
certificates of obligation in a
maximum maturity amount
THE ST (not exceed
County 524,500,000)to produce a
principal amount not to ex-
ceed $12 000,000 for the
Purpose of paying c ncurr ld I for said County and State, this day personally appeared TAMMIE BRYANT, Bid and Legal Coordinator, for ine Star-
"-for. (a)a)t e constbruc'o of .
Telegr. public works in Reinvest- elegram, Inc.at Fort Worth, in Tarrant County,Texas;and who,aft-r being duly sworn,did depose and say that the
merit Zone N
attach( wit: acquiringumber one to tent waspublished in th- ab.,ve named paper on .Ill.ed dates:
, construccing _
and equipping a new city
ball,including related site im- •c-
provements and landscap- - Sip-r S.___�\- '\ rr`—
ing and(b)duly published in -
The Fort Worth Star-Tele-
SUBSI found and ed errnilied toebe BEFORE ME,THIS Wednesday, Februa , 2000.
of general circulation in the
City of Southlake,Texas,on
2/ 9, 2000 and 2/ i e
2000,the date the first If
•
notion of such nodes D WN M. KUYKENDALL +>,
not less than fifteen (ll
days prior
aated�th therein for the r� l' COMMISSION EXPIRES V
second reading and final pas-
of the ordinance autho-, 4 SEPTEMBER 13,2003
ri the issuance of such
certi""fif AS,no petition protest- - - - - - --
cates;and
Thanl ing the Issuance of the certifi-Payment
cagtes of obligation and bear-
innaues
__ of at least 5%validtof the n si qual fied �-
electors of the City, has
been presented to or filed
with otCicaltryor any heroffii of
the City on or prior to the
Remidate of the passage of this Customer ID: CIT57
WHERS andarn WHEREAEAS,,the Council hereby
finds and determines all of
the certificates
the afore aid 10105 1 Customer Name: CITY OF SOUTHLAKE
therefore,notices should be issued
and sold at this time; n°w,►RTH, TX 76101-2051 Invoice Number: 167060121
ndra L.LeGrand
Secretary of Southlake,Texas Invoice Amount: $81.81
PO Number:
Amount Enclosed: 1$
_.._.__..�...w..-.�_..-_._ 1