0767O. ,,ANOENO. %7
AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS,
GENERAL OBLIGATION BONDS, SERIES 2000"; specifying the terms
and features of said bonds; levying a continuing direct annual ad valorem
tax for the payment of said bonds; and resolving other matters incident and
related to the issuance, sale, payment and delivery of said bonds, including
the approval and execution of a Paying AgentJRegistrar Agreement and a
Purchase Contract and the approval and distribution of an Official
Statement; and providing an effective date.
WHEREAS, the City Council hereby finds and determines that $13,688,179.20 in principal
amount of general obligation bonds approved and authorized to be issued at an election held on
May 1, 1999 should be issued and sold at this time, and a summary of the general obligation
bonds approved at said electior~, the principal amounts authorized, amounts being issued pursuant
to this Ordinance and amounts remaining to be issued subsequent hereto is as follows:
Purpose
street improvements (intersections)
street improvements (design enhancer,~ents)
park improvements (hike and bike trails)
Total Amounts
Amount Being Unissued
Authorized Issued Balance
$17,300,000 $10,508,179.20 $6,791,820.80
$ 2,150.000 $ 950,000 $1,200,000
$ 4,730,000 $ 2,230,000 $2,500,000
AND WHEREAS, the City Council hereby reserves and retains the dght to issue the
balance of bonds approved at said election in one or more installments when, in the judgment of
the Council, funds are needed foi' the purposes such unissued bonds were voted; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS:
SECTION 1: Authorization - Desiqnation- Principal Amount-Puroose - Bond Date.
General obligation bonds of the City shall be and are hereby authorized to be issued in the
aggregate principal amount of $13,688,179.20 to be designated and bear the title "CITY OF
SOUTHLAKE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2000" (hereinafter referred to
as the "Bonds"), for permanent public improvements and public purposes, to wit: $10,508,179.20
for street improvements (intersections), including right-of-way acquisition, drainage, curb, gutters,
landscaping, utility line relocation and traffic signalization, $950,000 for street improvements
(design enhancements to State Hi§hway 114 interchanges, including material selection, paving,
signage and bridge railing) and $2,230,000 for park improvements (hike and bike trails), in
accordance with authority confer'red at the aforesaid election and in conformity with the
Constitution and laws of the State of Texas, including V.T.C.A., Government Code, Chapter 1331.
The Bonds shall be dated March 1,2000 (the "Bond Date").
~20894.1
SECTION 2: Non-Interest Payinq Obliqations - Terms. The Bonds shall be issued as fully
registered obligations, without coupons, and as "Capital Appreciation Bonds" (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 $50,420,000.
The Bonds 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 Bonds 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 February 15 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
2003
2004
2005
2006
20O7
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
$ 54,775.80
56,246.45
249,904.80
236,164.55
219,096.00
199,375.00
248 679.20
227 133.75
393 322.00
368. S97.00
517 794.00
535 271.60
550 696.95
514 201.20
479 106.30
502 163.75
580 979.35
826,561.50
864,990.00
807,187.50
761,310.55
703,647.00
656,392.95
613,180.65
572,673.05
537,012.00
501,973.45
469,957.35
439,985.50
$ 60,000 5.00%
65,000 5.15%
305,000 5.25%
305,000 5.35%
300,000 5.45%
290,000 5.55%
385,000 5.65%
375,000 5.75%
700,000 5.95%
700,000 6.00%
1,055,000 6.10%
1,180,000 6.25%
1,305,000 6.33%
1,310,000 6.40%
1,310,000 6.45%
1,475,000 6.50%
1,835,000 6.55%
2,810,000 6.60%
3,150,000 6.62%
3,150,000 6.64%
3,185,000 6.66%
3,150,000 6.67%
3,145,000 6.68%
3,145,000 6.69%
3,145,000 6.70%
3,150,000 6.70%
3,145,000 6.70%
3,145,000 6.70%
3,145,000 6.70%
J20894.1 -2-
Interest on the Bonds shall accrue from the date of delivery of the Bonds 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 Bonds shall be payable at maturity as a portion of the
Maturity Amount.
The term "Accreted Value", as used herein with respect to Bonds, shall mean the odginal
principal amount of a Bond 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 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 Bond shall be determined by
a straight line interpolation between the values for the applicable semiannual compounding dates
(based on 30-day months).
SECTION 3: Terms of Payment-Payinq AqentJRegistrar. The principal of, premium, if any,
and the interest on the Bonds, due and payable by reason of maturity, redemption or otherwise,
shall be payable only to the registered owners or holders of the Bonds (hereinafter called the
"Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
Amedca, 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 Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, exchange and transfer of the Bonds (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 AgentJRegistrar
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 Bonds. The City covenants to maintain and provide a Paying
Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying
Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and
authorized to serve in such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees
to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first
class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar.
The Bonds shall be payable at their Stated Maturities or upon their earlier redemption only
upon presentation and surrender of the Bonds to the Paying AgentJRegistrar at its designated
office in Dallas, Texas (the "Designated Payment/Transfer Office"). If the date for the payment of
the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the
-3-
City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located ara
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 Bonds having Stated Maturities
on and after February 15, 2010, 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 (and if
within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2009, 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 Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Bonds,
the Maturity Amount of each Stated Maturity to be redeemed, and the date of redemption therefor.
The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of
the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat
such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the
Maturity Amount of such Bonds by $5,000 and shall select the Bonds to be redeemed within such
Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid,
in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in
whote 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 Bonds, (ii) identify
the Bonds 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
Bonds, or the portion of the Maturity Amount thereof to be redeemed, shall become due and
payable on the redemption date specified and the Bond, 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 Bond (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 Bonds,
or the Maturity Amount thereof to be redeemed, shall be made at the Designated
~20894.1 -4-
PaymentJTransfer Office of the Paying Agent/Registrar only upon presentation and surrender of
the Bonds. If a Bond is subject by its terms to prior redemption and has been celled for
redemption and notice of redemption has been duly given as hereinabove provided, such Bond
(or the Maturity Amount thereof to be redeemed) shall become due and payable and the Bonds
shall cease to accrete in value from and after the redemption date therefor.
SECTION 5: Registration - Transfer - Exchanqe of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of like maturity and amount and in authorized denominations by the Holder, in person
or by his duly authorized agent, upon surrender of such Bond to the Designated Payment/Transfer
Office of the Paying Agent/Registrar for cencellation, accompanied by a written instrument of
transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in
form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bond authorized in Section 8 hereof) for
transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more
new Bonds shall be registered and issued to the assignee or transferee of the previous Holder;
such Bonds to be in authorized denominations, of like Stated Maturity and of a like aggregate
Maturity Amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond authorized in Section 8 hereof)
may be exchanged for other Bonds of authorized denominations and having the same Stated
Maturity, bearing the same rate of interest and of like aggregate Maturity Amount as the Bonds
surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds ara surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at
the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States
Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof,
the same shall be the valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the cese may be, of the
same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
~20894.1 -5-
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying AgentJ Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the date
fixed for the redemption of such Bond; provided, however, such limitation on transferability shall
not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for
redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions
contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the
Bonds, the City hereby approves and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company (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 Bonds shall be deposited
with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security
Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the
"Beneficial Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds
to cause Bonds to be printed in definitive form and provide for the Bond Bonds to be issued and
delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds
in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying AgentJRegistrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds 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 Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the Bond Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that one or more of the individuals executing the same shall cease to be such
officer at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds
820894.1 -6-
delivered in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A.,
Government Code, Chapter 1207.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 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 Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 8: Initial Bond. The Bonds herein authorized shall be initially issued as a single
fully registered Bond in the aggregate Matudty Amount of $50,420,000 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 Bond") and the Initial Bond shall be registered in the name of the
initial purchaser(s) or the designee thereof. The Initial Bond shall be the Bonds submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial Bond, the Paying Agent/Registrar, pursuant
to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations,
Stated Maturities, Maturity 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 Bonds, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying
Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be
substantially in the forms set forth in this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Ordinance and may have
such letters, numbers, or other marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an opinion
of counsel) thereon as may, consistently herewith, be established by the City or determined by the
officers executing such Bonds as evidenced by their execution. Any portion of the text of any
Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, or engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution.
820894.1 -7-
B. Form of Definitive Bond.
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS
GENERAL OBLIGATION BOND, SERIES 2000
REGISTERED
$.
Bond Date:
March 1, 2000
Stated Yield:
Stated Maturity:
CUSIP NO:
Registered Owner:
Maturity Amount:
DOLLARS
The City of Southlake (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner
named above, or the registered assigns thereof, on the Stated Maturity date specified above the
Matudty Amount stated above (or such much thereof as shall not have been paid upon prior
redemption). The Maturity Amount of this Bond represents the accretion of the odginal principal
amount of this Bond (including the initial premium, if any, paid herefor) from the date of delivery
to the initial purchasers (April 11, 2000) to the Stated Matudty 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 Bond. The term
"Accreted Value", as used herein, means the original principal amount of this Bond 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 Bond 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 Bond is payable at its Stated Maturity or redemption to the
registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer
Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its
~20894.1 -8-
successor; provided, however, while this Bond is registered to Cede & Co., the payment of the
Maturity Amount upon a partial redemption of the Maturity Amount hereof may be accomplished
without presentation and surrender of this Bond. Payments of principal of and accrued and
compounded interest on this Bond shall be without exchange or collection charges to the owner
hereof and in any coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $13,688,179.20 (herein referred to as the "Bonds") for permanent public improvements and
public purposes, to wit: $10,508,179.20 for street improvements (intersections), including right-of-
way acquisition, drainage, curb, gutters, landscaping, utility line relocation and traffic signalization,
$950,000 for street improvements (design enhancements to State Highway 114 interchanges,
including material selection, paving, signage and bridge railing) and $2,230,000 for park
improvements (hike and bike trails), under and in stdct conformity with the Constitution and laws
of the State of Texas and pursuant to an Ordinance adopted by the City Council of the City (herein
referred to as the "Ordinance"). The Bonds pay no accrued interest prior to their Stated
Maturities.
The Bonds maturing on and after February 15, 2010, 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
February 15, 2009, 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 Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of the Bonds to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If a Bond (or any portion thereof) shall
have been duly called for redemption and notice of such redemption duly given, then upon such
redemption date such Bond (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 Maturity Amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price shall be
made to the registered owner only upon presentation and surrender of such Bond to the
Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Bond or Bonds of
like maturity and interest rate in any authorized denominations provided by the Ordinance for the
then unredeemed balance of the Maturity Amount thereof will be issued to the registered owner,
without charge. If a Bond is selected for redemption, in whole or in part, the City and the Paying
AgentJRegistrar shall not be required to transfer such Bond to an assignee of the registered owner
within 45 days of the redemption date therefor; provided, however, such limitation on transferability
shall not be applicable to an exchange by the registered owner of the unredeemed balance of a
Bond redeemed in part.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying
Agent/Registrar, and to ail of the provisions of which the owner or holder of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying AgentJRegistrar, with the Assignment hereon duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When
a transfer on the Security Register occurs, one or more new fully registered Bonds of the same
Stated Maturity, of authorized denominations, 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 Security Register (i) on the date of surrender of this Bond as
the owner entitled to payment of the Matudty Amount at its Stated Maturity or the Acoreted 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 Bonds is duly authorized by law; that all
acts, conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and manner as required by the
Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any
Constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of and interest on the Bonds as aforestated. In case any provision in this Bond shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and
the Ordinance shall be construed in accordance with and shall be governed by the laws of the
State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
CITY OF SOUTHLAKE, TEXAS
COUNTERSIGNED:
Mayor
City Secretary
(SEAL)
C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
REGISTER NO.
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
*NOTE TO PRINTER:
Comptroller of Public Accounts
of the State of Texas
Do Not Pdnt on Definitive Bonds
-11-
D. Form of Certificate of Paying Aqent/Reqistrar to
appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in Dallas, Texas is the
"Designated Payment/Transfer Office" for this Bond,
Registration Date:
E, Form of Assignment.
CHASE BANK OF
ASSOCIATION,
as Paying Agent/Registrar
TEXAS, NATIONAL
By
Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print: or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number:
) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face
of the within Bond in every particular.
J20894.1 -12-
F. The Initial Bond 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:
REGISTERED
NO. T-1
MATURITY AMOUNT
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
GENERAL OBLIGATION BOND, SERIES 2000
Bond Date:
March 1, 2000
CUSIP NO:
Registered Owner:
Maturity 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
February 15 in each of the years and in installments in accordance with the following schedule:
Installment
Year of Maturity 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 (April 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 of the "Accreted Values" per
$5,000 "Accreted Value" at maturity is attached hereto or printed on the reverse side of this Bond.
The term "Accreted Value", as used herein, means the original principal amount of this Bond 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
-13-
Accreted Value of this Bond 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 Maturity Amount, or the appropriate redemption prices for such
installments, are payable at maturity 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 Agent/Registrar"), upon presentation and surrender, at its designated office in Dallas,
Texas (the "Designated Payment/Trensfer 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: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
mandatory redemption or payment at maturity or a sinking fund of 2% (whichever amount is the
greater), there is hereby levied, and there shall be annually assessed and collected in due time,
form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law,
and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City
for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be
ample and sufficient to provide funds each year to pay the principal of and interest on said Bonds
while Outstanding; full allowance being made for delinquencies and costs of collection; separate
books and records relating to the receipt and disbursement of taxes levied, assessed and
collected for and on account of the Bonds shall be kept and maintained by the City at all times
while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service
Requirements on the Bonds shall be deposited to the credit of a "Special 2000 Bond Account" (the
"Interest and Sinking Fund") maintained on the records of the City and deposited in a special fund
maintained at an official depository of the City's funds; and such tax hereby levied, and to be
assessed and collected annually, is hereby pledged to the payment of the Bonds.
Proper officers of the City are hereby authorized and directed to cause to be transferred
to the Paying Agent] Registrar for the Bonds, from funds on deposit in the Interest and Sinking
Fund, amounts sufficient to fully pay and discharge promptly each installment of Maturity Amount
of the Bonds as the same accrues or matures or comes due by reason of redemption prior to
maturity; such transfers of funds to be made in such manner as will cause collected funds to be
deposited with the Paying Agent/Registrar on or before each Stated Maturity date for the Bonds.
SECTION 11: Mutilated-Destroyed-Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and beadng a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the
authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
~:20894.1 -14-
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated,
or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to
the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any 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 Bonds at maturity or redemption, together with ail interest due thereon, shall have been
irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized
escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the
Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to mature as to principal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money, together
with any moneys deposited therewith, if any, to pay when due the Bonds, 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 Bonds to be treated as "arbitrage bonds" within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds 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 Bonds and
remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable
redemption date, of the Bonds such moneys were deposited and are held in trust to pay shall upon
the request of the City be remitted to the City against a written receipt therefor. Notwithstanding
the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City sha~l
be subject to any applicable unclaimed property laws of the State of Texas.
~20894.1 -15-
The term "Government Securities", as used herein, means (i) direct noncallable obligations
of the United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an
agency or instrumentality of the United States, including obligations unconditionally guaranteed
or insured by the agency or instrumentality and on the date of their acquisition or purchase by the
City are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent 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, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent.
SECTION 13: Ordinance a Contract- Amendments - Outstandinq Bonds. This Ordinance
shall constitute a contract with the Holders from time to time, be binding on the City, and shall not
be amended or repealed by the City so long as any Bond remains Outstanding except as
permitted in this Section. 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 Bonds then Outstanding affected thereby, amend, add to, or rescind any
of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding
Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment
of the principal of, premium, if any, and interest on the Bonds, reduce the Matudty Amount thereof,
the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms
of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference
to any Bond over any other Bond, or (3) reduce the aggregate Maturity Amount of Bonds required
to be held by Holders for consent to any such amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except:
(1) those Bonds cancelled by the Paying AgentJRegistrar or delivered
to the Paying AgentJRegistrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 11 hereof.
SECTION 14: Covenants to Maintain Tax-Exempt Status. (a)Definitions. When used in
this Section, the following terms shall have the following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial pumhasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c)
of the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4
of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in section 61 of the Code, of the owner thereof
for federal income tax purposes, Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field of municipal bond
law to the effect that failure to comply with such covenant will not adversely affect the exemption
from federal income tax of the interest on any Bond, the City shall comply with each of the specific
covenants in this Section.
Icl No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
-17-
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, 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 Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity under
a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or any properly 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 Bonds directly or indirectly invest Gross Proceeds in any Investment (or use
Gross Proceeds to replace money so invested), if as a result of such investment the Yield from
the Closing Date of all investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of
the Code and the Regulations and rulings thereunder.
Icj} 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.
-18-
148(0
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
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 tast Outstanding Bond is discharged. However, to the extent permitted by law,
the City may commingle Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for each receipt and expenditure
of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code
and the Regulations and rulings thereunder. The City shall maintain such
calculations with its official transcript of proceedings relating to the issuance of the
Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States out of the Interest and Sinking
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 Bonds equals (i) in
the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the
Regulations, one hundred percent (100%) of the Rebate'Amount on such date; and
(ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate
Amount on such date. In all cases, the rebate payments shall be made at the
times, in the installments, to the place and in the manner as is or may be required
by section 148(0 of the Code and the Regulations and rulings thereunder, and
shall be accompanied by Form 8038-T or such other forms and information as is
or may be required by Section 148(0 of the Code and the Regulations and rulings
thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitraqe Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier
of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the
amount required to be paid to the United States pursuant to Subsection (h) of this Section because
such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Bonds not been relevant to either
party.
(j) Elections. The City hereby directs and authorizes the Mayor, City Manager, City
Secretary or 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 Bonds, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document.
SECTION 15: Sale of Bonds - Official Statement Approval. The Bonds authorized by this
Ordinance are hereby sold by the City to J. P. Morgan Securities Inc. and Dain Rauscher
Incorporated (herein referred to as the "Pumhasers") in accordance with the Pumhase Contract,
dated March 7, 2000, attached hereto as Exhibit C and incorporated herein by reference as a part
of this Ordinance for all purposes. The acts of the Mayor in executing said Purchase Contract for
and on behalf of the City and as the act and deed of this Council is hereby ratified, confirmed and
approved, and in regard to the approval and execution of the Purchase Contract, the Council
hereby finds, determines and declares that the representations, warranties and agreements of the
City (contained therein) are true and correct in all material respects and shall be honored and
performed by the City.
Furthermore, the use of the Official Statement by the Purchasers in connection with the
public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects.
The final Official Statement, which reflects the terms of sale (together with such changes approved
by the Mayor, 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 Bonds 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 16: Control and Custody of Bonds. The Mayorofthe City shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas, including the printing and supply of definitive Bonds,
and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by
the Attorney General, the registration thereof by the Comptroller of Public Accounts and the
delivery thereof to the Purchasers.
,20894.1 -20-
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, and Director of
Finance, any one or more of said officials, are hereby authorized and directed to furnish and
execute such documents and certifications relating to the City and the issuance of the Bonds,
including certifications as to facts, estimates, circumstances and reasonable expectations
pertaining to the use, expenditure, and investment of the proceeds of the Bonds, as may be
necessary for the approval of the Attorney General, the registration by the Comptroller of Public
Accounts and the delivery of the Bonds to the Purchasers, and, together with the City's financial
advisor, bond counsel and the Paying Agent/Registrar, make the necessary arrangements for the
delivery of the Initial Bond(s) to the Purchasers and the initial exchange thereof for definitive
Bonds.
SECTION 17: Proceeds of Sale. The proceeds of sale of the Bonds, 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 by V.T.C.A., Section 2256.015 et seq. and,
subject to the provisions of Section 14(h) hereof, any investment earnings realized shall be
expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund
as shall be determined by the City Council. Accrued interest and premium, if any, received from
the Purchasers as well as all surplus proceeds of sale of the Bonds, including investment
earnings, remaining after completion of all authorized projects or purposes and paying or making
provision for the payment of the amounts owed pursuant to Section 14(h) hereof shall be
deposited to the credit of the Interest and Sinking Fund.
SECTION 18: Notices to Holders-Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such
notice with respect to ail other Bonds. Where this Ordinance provides for notice in any manner,
such notice may be waived in writing by the Holder entitled to receive such notice, either before
or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.
SECTION 19: Cancellation. All Bonds 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 Bonds previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Bonds so delivered shall be promptly cancelled by the Paying Agent/Registrar. All
cancelled Bonds held by the Paying Agent/Registrar shall be returned to the City.
SECTION 20: Market Opinion. The Purchasers' obligation to accept delivery of the Bonds
is subject to being furnished a final opinion of Fulbright & Jaworski, L.L.P., Dallas, Texas,
approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of
delivery and payment for the Bonds. An executed counterpart of said opinion shall accompany
the global Bonds deposited with The Depository Trust Company or a reproduction thereof shall
be printed on the definitive Bonds in the event the book entry only system shall be discontinued.
SECTION 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
definitive Bonds shall be of no significance or effect as regards the legality thereof and neither the
City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the definitive Bonds.
SECTION 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar
and the Holders.
SECTION 23: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 24: Governinq Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 25: Effect of Headinqs. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 26: 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 27: Severabilib/. If any provision of this Ordinance orthe 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.
-22-
SECTION 28: Continuing Disclosure Undertaking. (a) Defin'gons. As used
in this Section, the following terms have the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIF~' 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 15 of this Ordinance,
being the information described in Exhibit D hereto. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles described in Exhibit D hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided. If audited financial statements are not available
at the time the financial information and operating data must be provided, then the City shall
provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID
with the financial information and operating data and will file the annual audit report when and if
the same becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such
event is material within the meaning of the federal securities laws:
Principal and interest payment delinquencies;
Non-payment related defaults;
~20894.! -23-
4.
5.
6.
Bonds;
7.
8.
9.
10.
and
11.
Unscheduled draws on debt service reserves reflecting financial difficulties;
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 Bonds;
Bond calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the Bonds;
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 per-[orrn the covenants specified in this Section while, but only while, the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that the City
in any event will give the notice required by subsection (c) hereof of any Bond calls and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concaming such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
iN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
-24-
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances resulting from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds
in the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The provisions of this Section may also be amended from time to time or repealed by the
City if the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation
of the City's right to do so would not prevent underwriters of the initial public offering of the Bonds
from lawfully purchasing or selling Bonds in such offering. If the City so amends the provisions
of this Section, it shall include with any amended financial information or operating data filed with
each NRMSIR and SID pursuant to subsection (b) of this Section an explanation, in narrative form,
of the reasons for the amendment and of the impact of any change in the type of financial
information or operating data so provided.
SECTION 29: Insurance. The Bonds have been offered and sold with the principal of and
interest thereon being insured by Ambac Assurance Corporation (hereinafter called "Amba¢')
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 Bonds 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 Required. Ambac
shall be deemed to be the holder of the Bonds 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 majority (50% percent) in aggregate principal amount
of the Bonds at the time Outstanding.
(.b) Defeasance, In the event that the principal and redemption price,
if applicable, and interest due on the Bonds shall be paid by Ambac pursuant to the
policy referred to in this Section, all covenants, agreements and other obligations
-25-
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:
(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 Bonds, including, without limitation, notice of any
redemption or defeasance of Bonds, and any certificate rendered
pursuant to this Ordinance relating to the security for the Bonds;
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 Bonds 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 Bonds 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 Bonds for the benefit of such Holders.
(e) Concerninq the Bond Insurance Policy. As long as insurance for the
Bonds shall be in full force and effect, the City agrees to comply with the following
provisions:
(1) if five (5) days prior to an interest payment date for the
Bonds the City determines that there will be insufficient funds in the
Interest and Sinking Fund to pay the principal of or interest on the
Bonds on such interest payment date, the City shall so notify
Ambac. Such notice shall specify the amount of the anticipated
deficiency, the Bonds to which such deficiency is applicable and
whether such Bonds will be deficient as to principal or interest, or
both.
-26-
(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.
(3) the City shall cause the Paying ^gent/Registrar to
provide Ambac and the United States Trust Company of New York
with a list of registered owners of Bonds 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 Bonds
entitled to receive full or partial interest payments from Ambac, and
(ii) to pay principal upon Bonds surrendered to United States Trust
Company of New York by the registered owners of Bonds 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 Bonds 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 Bonds (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 ^mbac they must tender their Bonds for payment
thereon first to the Paying Agent/Registrar, who shall note on such
Bonds 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 Bonds, become subrogated to the rights
of the recipients of such payments in accordance with the terms of
the Municipal Bond Insuranca 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 Agent/Registrar 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 Bonds, 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 rights as subrogee on the registration books of the
City maintained by the Paying Agent] Registrar upon surrender of
the Bonds by the registered owners thereof together with proof of
the payment of principal thereof.
SECTION 30: 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 31: 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
A'I-FEST:
City Secretary
(City Seal)
May~t' -
APPROVED AS TO LEGALITY:
City Attorney
820894,1
EXHIBIT
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i7J15112 5,OOO.O0 4,?OI.Sfi 4,414.0l~ 4, t31.97 3,8'7~74 J,fi31.1~
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OS/l:S/2S
FJ(ftlBIT ~ ~
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EXHIBIT
EXHIBIT
PAYING AGENT/REGISTRAR AGREEMENT
EXHIBIT B
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, General Obligation Bonds, Series 2000" (the "Securities"), dated
March 1, 2000, such Securities to be issued in fully registered form only and as and as "Capital
Appreciation Bonds" (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 Agent/Registrar 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 Bonds 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.
821170.1
Section 1.02. Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts
set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar
for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of
the Fiscal Year of the issuer, and shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TVVO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the
principal or any or all installments of interest, or both, are due and payable on any Security
which has become accelerated pursuant to the terms of the Security.
"Bank Office" means the 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 Security Register.
"Issuer Request" and "issuer Order" means a written request or order signed in the
name of the Issuer by the Mayor, City Secretary, City Manager or Director of Finance, any
one or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be
closed.
"Person" means any individual, corporation, partnership, joint venture, association,
joint stock company, trust, unincorporated organization or government or any agency or
political subdivision of a government.
,21170.1
-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 Maturity
Amount of a Capital Appreciation Bond is scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank", "Issuer", "Capital Appreciation Bonds"
and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this
Agreement.
The term "Paying AgentJRegistrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Payinq Aqent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
pay on behalf of the Issuer the 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, 18th
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
321170.1
-8-
£XHIBtT B
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 Register - Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the 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
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities 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 Security Register. The Bank, as Registrar, will maintain the Security
Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
EXHIBIT
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 conveded 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 11 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 Secudty 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.
EXHIBIT
-5-
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the
truth of the statements and correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated
in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written 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
-ights it would have if it were not the Paying AgentJRegistrar, or any other agent.
Section 5.05. Moneys Held by Bank-Fiduciary Account/Collateralization. A fiduciary
account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the payment of the Securities,
and money deposited to the credit of such account until paid to the Holders of the Securities shall
be continuously collateralized by securities or obligations which qualify and are eligible under both
the laws of the State of Texas and the laws of the United States of America to secure and be
pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal
Deposit Insurance Corporation. Payments made from such 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 Secudty 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
indemnity 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,
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. Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy, or claim hereunder.
Section 6.08. Entire Aqreement. This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the Bank acting as Paying AgentJRegistrar
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 odginal 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.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.11. Governinq Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
[SEAL]
Attest:
BY
Title:
Address:
600 Travis, Suite 1150
Houston, Texas 77002
Title:
CITY OF SOUTHLAKE, TEXAS
(CITY SEAL)
Attest:
BY
Mayor
Address: 667 N. Carroll Avenue
Southlake, Texas 76092
City Secretary
CITY OF SOUTHLAKE, TEX. AS
(Tarrant and Denton Counties)
$1J,688,179.20 GENERAL OBLIGATION BONDS, SERIES 2000
$3,895,000 TAX AND (LIMITED PLEDGE) REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000
59,215,000 TAX AND WATERWORKS .SAND SEWER SYSTEM SURPLUS
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-A
$11,925,036.45 TAX AND TAX INCREMENT REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000-B
(REINVESTMENT ZONE NUMBER ONE)
52,660,000 TAX NOTES, SERIES 2000
PURCHASE CONTRACT
March 7, 2000
Honorable Mayor and Members of the City Council
City of Southlake
667 N. Carroll Avenue
Southlake, Texas 76092
Ladies and Gentlemen:
The undersigned (the "Representative"), acting on behalf of itself and on behalf of the
underwriters listed on attached Schedule 1 (the Representative and such other underwriters being
hereto collectively referred to as the Underwriters ) offers to enter into this Purchase Contract
(this "Purchase Contract") with the City of Southlake, Texas (the "Issuer") which, upon the
Issuer's City Council's acceptance o fthis offer as evidenced by its execution by the Mayor, sh~ll
be binding upon the Issuer and-upon the Underwriters. This offer is made subject to ~ts
acceptance by the execution of this Purchase Contract on or before 10:00 p.m., Central Time,
on the date set out above, and, if not so accepted by the execution, will be subject to withdrawal
by the Underwriters upon notice delivered to the issuer at any time prior to its acceptance by the
execution hereof.
1. Purchase Price. Upon the terms and conditions and upon the basis of the
representations, warranties and covenants set forth herein, the Underwriters hereby agree to
purchase from the Issuer, and the Issuer hereby agrees to sell to the Underwriters, all (but not
less than all) of the Issuer's Sl3,688,179.20 General Obligation Bonds, Series 2000 (the
-Bonds"), all (but not less than all) of the Issuer's $3,895,000 Tax and (Limited Pledge)
Re'. enue Certi~cates o fObligation, Series 2000 (the "Series 2000 Certificates"), all (but not less
than all) of the Issuer's $9,215,000 Tax and Waterworks and Sewer System Surplus Revenue
Certificates of Obligation, Series 2000-A (the "Series 2000-A Certificates"), all (but not less
than all) of the Issuer's $11,925,036.45 Tax and Tax Increment Revenue Certificates of
Ob tigation, Series 2000-A (Reinvestment Zone Number One) (the "Series 2000-B Certificates"),
and. all (but not less than all) of the Issuer's S2,660,000 lax Notes, Series 2000 (the "Notes"),
which Bonds, Certificates and Notes have the terms and features set forth in the Official
Statement (as hereinafter defined in Paragraph 4 hereof). Notwithstanding anything herein to
the contrary, the Bonds, Certificates and Notes shall have the maturities, bear interest from the
specified date at the rates, and have the other characteristics and terms as set forth on Exhibits
"A- 1 ," "A-2," "A-3," "A-4," and "A-5," which are attached hereto and incorporated herein by
reference. The Bonds, the Series 2000 Certificates, the Series 2000-A Certificates, the Series-B
Certificates and the Notes are collectively referred to herein as the "Obligations."
The purchase price for all of'the Bonds will be $13,550,692.53 (which represents the par
amount of the Bonds, less an underwriting discount of $137,486.67). Interest on the Bonds will
accrete from the date of Closing (as defined in Paragraph 6 hereof), will be payable only at
maturity and will compound semiannually on February 15 and August 15 of each year
commencing August 15, 2000.
The purchase price for all of the Series 2000 Certificates will be (i) $3,828,976.35
(which represents the par amount of the Series 2000 Certificates, less an underwriting discount
of 530,060.15, and an original issue discount of $35,963.50), plus (ii) accrued interest on the
Series 2000 Certificates, calculated on the basis of a 360-day year of twelve 30-day months,
from March I, 2000 to the date of Closing.
The purchase price for all of the Series 2000-A Certificates will be (i) $9,126,254.50
Iwhich represents the par amount of the Series 2000-A Certificates, less an underwriting
discount of $62,160.90, and an original issue discount of $26,584.60), plus (ii) accrued interest
on the Sones 2000-A Certificates, calculated on the basis ora 360-day year of twelve 30-day
months, t¥om March l, 2000 to the date of Closing.
The purchase price for all of the Series 2000-B Certificates will be $11,779,970.73
(,.~hich represents the par amount of the Series 2000-B Certificates, less an underwriting
discount o f $145,065.72). Interest on the Series 2000-B Certificates will accrete from the date
of Closing, will be payable only at maturity and will compound semiannually on February 15
and August 15 of each year commencing August 15, 2000.
The purchase price for all of the Notes ,,,,'ill be (i) 52,657,584.65 (which represents the
par amount ofthe Notes, less an underwriting discount ors 14,792.45, plus areo ffering premium
of $12,377.10). plus (ii) accrued interest on the Notes, calculated on the basis ora 360-day year
or'twelve 30-day months, from March 1, 2000 to the date of Closing.
The Bonds, the Series 2000 Certificates, the Series 2000-A Certificates, the Series-B
Certificates, and the Notes shall be as described in, and shall be issued pursuant to five separate
ordinances adopted by the Issuer's City Council (collectively, the "Ordinances") author/zing the
tssuance of the Obligations. The Obligations shall be issued in accordance with the provisions
of the Ordinances and secured as provided therein and as described in the Official Statement.
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed
to them in the Ordinances.
2. Security Deposit. Delivered to the Issuer herewith is the good-faith
corporate check of the Representative, payable to the order of the Issuer, in an amount equal to
one percent (1%)of the aggregate par amount of the Obligations (the "Check"). In the event the
Issuer does not accept this offer, the Check shall be promptly returned to the Representative.
Upon the Issuer's acceptance of this offer by the execution hereof, the Check (i) shall not be
cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for
the performance by the Underwriters of their obligations, subject to the terms and conditions
herein set forth, to purchase and accept delivery of the Obligations at the Closing, and (ii) shall
be applied and disposed of by the Issuer solely as provided in this Purchase Contract. In the
event of the Underwriters' compliance with such obligations to purchase and accept delivery of
the Obligations at the Closing, the Check shall be returned to the Representative at the Closing.
In the event of the failure by the Issuer to deliver the Obligations at the Closing or if the Issuer
shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this
Purchase Contract, or if the obligations of the Underwriters shall be terminated for any reason
permitted by this Purchase Contract, the Check shall be returned promptly to the Representative.
In the event that the Underwriters fail (other than for a reason permitted hereunder) to pumhase
and accept delivery of all of the Obligations at the Closing, then the Issuer shall become entitled
to cash or to negotiate the Check and the proceeds thereof shall be retained by the Issuer as and
for full liquidated damages for such failure and for any and all defaults on the part of the
Underwriters and such proceeds shall constitute a full release and discharge of all claims and
damages for such failure and for any and all such defaults. In the event that the Underwriters
fail (other than for a reason permitted hereunder) to pumhase and accept delivery of certain of
the respective Obligations at the Closing, then the Representative shall immediately deliver to
the issue (in exchange for the Check) a substitute corporate check of the Representative equal
to one (1) percent of the par amount of the Obligations which were not so purchased and the
proceeds thereof shall be retained by the Issuer as and for full liquidated damages for such
failure and for any and all defaults on the part of the Underwriters and such proceeds shall
con stitute a full release and discharge of all claims and damages for such failure and for any and
ali such defaults. Upon delivery of the substitute check, the Check shall be returned to the
Representative. The Representative agrees not to stop payment on the Check unless the Issuer
has breached the terms of this Purchase Contract.
3. Public Offering. The Underwriters hereby agree to make an initial bona fide
public offering of all the Obligations at prices not in excess of the initial offering prices (or
yields) set forth on the inside cover pages of the Official Statement, plus accrued interest on the
Obligations, reserving the right to change such prices or yields as the Underwriters shall deem
necessary in connection with the offering of the Obligations without any requirement of prior
notice. The Underwriters may offer and sell the Obligations to certain dealers (including dealers
depositing Obligations into investment trusts) and others at prices lower than the public offering
prtces (or yields higher than the public offering yields) stated on the inside cover pages of the
3
Official Statement; provided however, that at least ten (10) percent of each maturity of the
Bonds, the Series 2000 Certificates, the Series 2000-A Certificates, the Series-B Certificates and
the Notes sold shall be at the prices set forth in the Official Statement.
4. Ordinances; Official Statement. Simultaneously with the execution of this
?urchase Contract, the Issuer will deliver (or cause to be delivered) to the Underw-citers one copy
o f the Ordinances, duly executed, approved and adopted and in full force and effect. T~e Issuer
l~ereby authorizes the Underwriters to use the Ordinances in connection with the public offering
and sale of the Obligations.
The Issuer has heretofore delivered to the Underwriters copies of the Preliminary
Official Statement related to the Obligations, dated l~ebruary 16, 2000 (the "Preliminary Official
Statement"), for the Underwriters' use in determining interest in the Obligations. The Issuer
ratifies, confirms and approves the use by the Underwriters, prior to the date hereof, of the
Preliminary Official Statement and the information contained therein in connection with the
public offering of the Obligations under the circumstances and conditions contained therein and
herein.
On a date no more than seven (7) business days following the date of the Issuer's
acceptance hereof, the Issuer shall deliver to the Underwriters copies of the final Official
Statement related to the Obligations approved by duly authorized officials of the Issuer in
sufficient number to permit the Underwriters to comply with the requirements of Rule 15c2-12
(the "Rule") of the Securities and Exchange Commission. Such final Official Statement shall
be dated the date hereof and shall be substantially in the form of the Preliminary Official
Statement (which Official Statement, including the cover page thereto, all exhibits, appendices,
maps, pictures, diagrams, reports and statements included or incorporated therein or attached
thereto, and all amendments and supplements that may be authorized for use with respect to the
Obligations approved by duly authorized officials of the Issuer, is herein called the "Official
Statement") with such changes as are permitted by the Rule to reflect the pricing of the
Obligations.
The Issuer authorizes the preparation of the Official Statement and the information
contained therein to be used in connection with the public offering and sale of the Obligations
under the circumstances and conditions contained therein and herein.
5. Representations. Warranties and Covenant!. The Issuer represents and
warrants to the Underwriters (and it shall be a condition of the obligation of the Underwriters
to purchase and accept delivery of the Obligations that the Issuer shall so represent and warrant
as of the date of the Closing) that:
(a) Exlstencel Power~ and Authorl~. The Issuer is a home-role city
operating as such under the Texas Constitution and laws of the State of Texas and has
full legal right, power and authority (i) to issue the Obligations, (ii) to authorize the
preparation of the Preliminary Official Statement and the Official Statement and to
authorize their use and distribution by the Unclerwnters, (iii) to enter into this Purchase
Contract and to sell and deliver the Obligations to the Underwriters as provided herein,
(iv) to adopt the Ordinances and to carry out and consummate the actions contemplated
thereby, and (v) to carry out and consummate all other transactions contemplated by
each of the aforesaid documents;
EXHIBIT
4
(b) Due Authorization. The Issuer's City Council has duly adopted the
Ordinances (which are in full force and effect at the time of the execution hereof) and
has duly approved the execution and delivery of this Purchase Contract, the Official
Statement and the Obligations, and has duly authorized the taking of any and all such
actions~as may be required on the part of the Issuer to carry out, give effect to and
consummate the transactions contemplated by this Purchase Contract, the Official
Statement and the Obligations;
(c) No Adverse Actions. At the time of the Issuer's acceptance of this offer
by the execution hereof, there is, and at the date of the Closing there will be, no action,
suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court,
public board or body, pending or known to be threatened against or affecting the
existence of the Issuer or the title of its officials to their respective positions, nor to the
best o f the knowledge of the Issuer is there any basis therefor, wherein an unfavorable
decision, ruling or finding would adversely affect the validity or enforceability of the
Ordinances, the Obligations, this Purchase Contract or any agreement or instrument
relating thereto, used or contemplated for use in the consummation of the transactions
contemplated by this Purchase Contract or the Official Statement;
(d) No Defaults. The Issuer is not aware of, nor has it been notified that it
is, in any material respect which would adversely affect the validity of the Obligations,
in breach of or default under any applicable law or administrative regulation of the State
o fTexas or any department, division, agency or instrumentality thereof, or of the United
States or any agency or instrumentality thereof or any applicable judgment or decree or
any loan agreement, note, resolution, certificate, agreement or other instrument to which
the Issuer is a party or is otherwise subject; and to the knowledge of the Issuer afler due
diligence the execution and delivery of the Official Statement and the execution and
delivery of this Purchase Contract, the Obligations and the Ordinances, and compliance
with the provisions of each thereof, will not conflict with or constitute a material breach
of or default under any applicable law or administrative regulation of the State of Texas
or any department, division, agency or instrumentality thereof, or of the United States
or any agency or instrumentality thereof or any applicable judgment or decree or any
loan agreement, note, resolution, certificate, agreement or other instrument to which the
Issuer is a party or is otherwise subject;
(e) Ail AnDrovals. As of the Closing, all approvals, consents and order~ of
any governmental authority, board, agency or commission having jurisdiction which
would constitute a condition precedent to the performance by the Issuer of its
obligations hereunder and under the Ordinances, the Obligations and this Purchase
Contract will have been obtained;
(t') Validit~ of the Oblieations. The Obligations, this Purchase Contract
and the Ordinances conform to the descriptions thereof contained in the Official
Statement; and the Obligations, when issued, authenticated and delivered in accordance
with the Ordinances and sold to the Underwriters, as provided in this Purchase Contract,
will be duly authorized, validly issued and outstanding obligations of the Issuer secured
in the manner provided in the Ordinances and described in the Official Statement and
entitled to the benefits of the Ordinances;
(g) Financial Statements. The excerpts from the financial statements of
the Issuer contained in the Official Statement present fairly the financial position of the
Issuer as of September 30, 1998, and the results of its operations for its fiscal year then
ended, in conformity with generally accepted accounting principles applied on a basis
consistent with that of the preceding year (except as noted therein), and except as
described in the Official Statement, there has been no material adverse change in the
financial position of the Issuer since such date;
(h) Accuracy of Information in Official Statement. At the time of the
Issuer's acceptance hereof and (unless the Official Statement is amended or
supplemented pursuant to subparagraph (j) of this Paragraph 5) at all times subsequent
thereto up to and including the date of the Closing, the Official Statement (including the
excerpts from the financial statements and other financial and statistical data included
therein) does not and will not contain any untrue statement ora material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(i) Accuracy of Information in Official Statement After Amendment or
Supolement. If the Official Statement is amended or supplemented pursuant to
subparagraph O) of this Paragraph 5, at the time of each supplement or amendment
thereto and at all times subsequent thereto up to and including the date of the Closing,
the Official Statement, as so supplemented or amended (including the financial
statements and other financial and statistical data included therein), will not contain any
untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(j) Amending or Sunnlementin~ Official Statement. The Issuer shall not
revise, amend or supplement the Official Statement unless such revision, amendment
or supplement has been previously approved by the Representative. If between the date
of this Purchase Contract and the 91 st day following the date of the Closing an event
occurs o fwhich the Issuer has knowledge and which would cause the Offficial Statement
to contain any untrue statement of a material fact or to omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, the Issuer shall notify
the Representative, and if, in the opinion of the Issuer or the Representative, such event
requires an amendment or supplement to the Official Statement, the Issuer will, at its
expense, amend and supplement the Official Statement in a form and in a manner jointly
approved by the Issuer and the Representative;
(k) Prohibition Against Incurring Debt. Except as described in the
0 fi~cial gtatement, be~een the date of this Purchase Contract and the delivery of the
Certificates, the Issuer will not, without the prior written consent of the UnderWriters,
issue bonds, certificates, notes or other obligations for borrowed money which are or
would be payable from or constitute a charge on the taxes or revenues pledged to secure
the payment of the Obligations in the Ordinances, and between the respective dates as
of which information is given in the Official Statement and the date of the delivery of
the Certificates, the Issuer has not incurred and will not incur any material long-term
liabilities (except that the Issuer may issue or incur, without the prior written consent of
the Underwriters, any debt described in the Official Statement);
(1) Application of Proceeds. The Issuer will apply the proceeds of the
Obligations for the purposes, and in accordance with the description of the application
of such proceeds, set forth in the Official Statement;
(m) Maintaining Tax-Exemption of Interest on the Obligations. The
Issuer will not take or omit to take any action which will adversely affect the exclusion
fi.om income for federal income tax purposes of the interest on the Obligations; and the
Issuer has not been notified of any listing or proposed listing by the Internal Revenue
Service to the effect that the Issuer is a bond issuer whose arbitrage certificates may not
be relied upon; and
(n) Blue Sky. The Issuer will furnish such information, execute such
instruments and take such action in cooperation with the Representative as the
Representative may reasonably request (i) to qualify the Obligations for offer and sale
under the Blue Sky or other securities laws and regulations of such state and other
jurisdictions in the United States as the Representative may designate, and (ii) to
continue such qualifications in effect so long as required for the distribution of the
Obligations; provide however, that the Issuer will not be required to qualify as a foreign
corporation or otherwise to do business or to file any general or special consents to
service of process under the laws of any state.
6. Delivery of, and Payment for, the Obligations. At or before 10:00 a.m.,
Central Time, on April 11, 2000, or on such other date as may be mutually agreed upon by the
Issuer and the Representative, the Issuer will deliver the Obligations to The Depository Trust
Company ("DTC") in New York, New York in such form as shall be acceptable to DTC (which
shall include printed or typewritten obligations if and to the extent required by DTC), registered
in the name of such nominee of DTC as it shall require, and deliver to the Underwriters the other
documents required by this Purchase Contract. Subject to the terms and conditions hereof, the
UnderWriters will accept such delivery and pay the purchase price of the Obligations as set forth
in Paragraph I hereof in immediately available funds. Concurrent with such payment, the Issuer
shall return the Checks to the Representative. The actions relating to the payment for, and
delivery of the Obligations, is herein above and hereafter called the "Closing." The
Representative shall furnish, and the Issuer shall cause, CUSIP identification numbers to b¢
inserted on the Obligations, but neither the failure to insert such numbers on any Obligations nor
any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters
to accept and pay for the Obligations in accordance with the terms of this Purchase Contract.
7. Reoresentations and Warranties as of Closing. The representations and
warrants contained in this Purchase Contract shall remain operative and in full force and effect
on and as of the date of Closing, as it made on the date of Closing.
8. Certain Conditions to Underwriters' Oblieaflons. The Underwfitem'
obligation hereunder to purchase and pay for the Obligations shall be subject to the performance
by the Issuer of its obligations hereunder in all material respects at or prior to the Closing and
the accuracy in all material respects of thc Issuer's representations and warranties contained
herein and shall also be subject to the following conditions, any one or more of which may be
waived by the Underwriters:
(a) Continued Full Force and Effect of Documents. That at the time of
the Closing, the Ordinances, the Official Statement and all related actions of the Issuer
with respect to the issuance oftbe Obligations shall be in full force and effect and shall
not have been amended, modified or supplemented, except as may have been agreed to
by the Underwriters;
(b) No Default in Payment of Debt Service. That the Issuer shall not have
failed to pay principal of or interest on, when due, any of its outstanding obligations for
borrowed money;
(c) Documents to be Received by the Underwriters. That, at the Closing,
the Underwriters shall receive a copy of each oftbe following documents:
(1) Official Statement. The Official Statement of the
Issuer executed on behalf of the Issuer, with such amendments,
modifications or supplements thereto as may have been previously
approved by the Underwr'/ters;
(2) Ordinances. The Ordinances certified by the City
Secretary as having been duly adopted by the City Council oftbe Issuer;
(3) Issuer's Certificate. A certificate of a duly authorized
official of the Issuer that the Ordinances have not been amended,
modified, supplemented or repealed, except as contemplated hereby or
as may have been agreed to by the Representative in writing, and are in
full force and effect;
(4) Bond Counsel's Opinions. Opinions of bond counsel,
Fulbright & Jaworski L.L.P., Dallas, Texas ("Bond Counsel"), dated as
of the date of Closing, in form and substance of Appendices C, D, E, F
and G to the Official Statement;
(5) Bond Counsel's SuDnlemental Oninion. A
supplemental opinion of the Issuer's Bond Counsel, dated as of the date
of Closing, addressed to the Issuer and the UnderWriters, to the effect
that (i) this Purchase ContTact has been duly authorized, executed and
delivered by the Issuer and is a legal, valid and binding agreement,
enforceable in accordance with its terms (provided that such opinion
may contain the customary exceptions regarding bankruptcy and
equitable principles); (ii) the Obligations and the Ordinances conform
with the terms and provisions thereof summarized in the Official
Statement; (iii) the offenng and sale of the Obligations are not required
to be registered under the Securities Act of 1933, as amended, (iv) the
Ordinances are not required to be qualified under the Trust Indenture
Act of 1939, as amended, and (v) the information relating to the
Obligations and the Ordinances appearing in the Official Statement
under the captions "THE OBLIGATIONS" (except for the subeaptions
"Book-Entry-Only System" and "Use of Proceeds"), "TAX
MATTERS," and the subcaptions "Registration ands Qualification of
Certificates for Sale," "Legal Investments and Eligibility to Secure
Public Funds in Texas," "Legal Matters," and "Continuing Disclosure
of Information" (except for "Compliance with Prior Undertakings")
-under the caption "OTHER iNFORMATION" fairly and accurately
summarizes the provisions of the law, documents and other matters
referred to therein; such opinion also shall contain a provision to the
effect that the opinion referred to in subparagraph (4) above may be
relied upon by the Underwriters to the same extent as if such opinion
were addressed to them;
(6) Certificate as to Tax Exemption. A certificate signed
by the Mayor or another authorized official of the Issuer setting forth
facts, estimates and circumstances in existence on the date of the
Closing, which facts, estimates and circumstances shall be sufficiently
set forth therein to support the conclusion that it is not expected that the
proceeds of the Obligations will be used in a manner or that the Issuer
will take any action or omit to take any action that would cause the
Obligations to be "arbitrage bonds," within the meaning of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations,
temporary regulations and proposed regulations promulgated under the
Code, and stating that to the best of the knowledge and belief of such
official there are no other facts, estimates or circumstances that would
materially affect such expectations;
(7) Counsel to the Underwriters' O~inion. An opinion,
dated as of the date of Closing and addressed to the Underwriters, of
Delgado, Acosta, Braden & Jones, P.C., El Paso, Texas ("Counsel to the
Underwriters"), to the effect that (i) the offer and sale of the Obligations
are not required to be registered under the Securities Act of 1933, as
amended, and (ii) the Ordinances are not required to be qualified under
the Trust Indenture Act of 1939, as amended. In addition, such firm
shall state that without having undertaken to determine independently
the accuracy or completeness o fthe statements contained in the Official
Statement, based upon such counsel's participation in the preparation of
the Official Statement, nothing has come to such counsel's attention
which gives such counsel reason to believe that the Official Statement
as of the date of this Purchase Contract and as of the date of the Closing
(except for financial statements and other financial and statistical data
as to which no view need be expressed) contained or contains any
untrue statement of a material fact or omitted or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(8) lss er's Certificate. A certificate, dated as of the date
of the delivery of the Obligations and signed by the Mayor or other duly
authorized official of the Issuer to the effect that (i) the representations,
warranties and covenants of the Issuer contained herein are tree and
correct in all material respects on and as of the date of the delivery of
the Obligations, with the same effect as if made on the date of the
delivery of the Obligations by the Issuer; (ii) except as described in the
Official Statement, no litigation is pending or, to the best of such
official's knowledge and belief, threatened in any court in any way
affecting the existence of the Issuer or the titles of its officials to their
respective positions, or seeking to restrain or to enjoin the issuance, sale
or delivery of the Obligations, or the levy and collection of ad valorem
taxes by the Issuer (other than appeals of tax assessments) or the
application o f revenues and assets of the Issuer or in any way contesting
or affecting the validity or enforceability of the Obligations, the
Ordinances, or this Purchase Contract, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the
Official Statement, or contesting the powers of the Issuer or its authority
with respect to the Obligations, the Ordinances or this Purchase
Contract; (iii) as of the date of the Closing, the Official Statement
(including the appendices thereto) of the Issuer does not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and (iv) no event affecting the Issuer has occurred since the
date of the Official Statement to the date of the Closing which should be
disclosed in the Official Statement for the purposes for which it is to be
used or which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any respect;
(9) Attorney General's Oolnion. The approving opinion
of the Attorney General of the State of Texas in respect of the
Obligations;
(10) Comptroller's Renistration Certificate. The
registration certificate of the Comptroller of Public Accounts of the
State of Texas in respect of the Obligations;
(11) Ratine Letters. Evidence of minimum ratings of
Moody's Investors Service, Inc. of "Aaa," Standard & Poor's of
"AAA," and Fitch IBCA of "AAA," on the Obligations, in a form
acceptable to the Underwriters;
(12) Bond Insurance Policy. Copy of the policy of municipal bond
guaranty insurance issued by AMBAC Assurance Corporation (or such other
municipal bond insurer which is acceptable to the Representative) insuring
payment of the principal of, and interest on, the Obligations, together with the
customary opinions of its legal counsel in a form satisfactory to Bond Counsel
and Counsel to the UnderWriter;
(13) Additional Certificates, Instruments and Oninions. Such
additional certificates, instruments or opinions as Bond Counsel or Counsel to
the Underwriters may deem necessary or desirable.
(d) Issuer's Performance of Obligations. That the Issuer shall perform or
have performed in all material respects at or prior to the Closing all of the Issuer's
obligations required under or specified in this Purchase Contract to be performed at or
prior to-the Closing.
All certificates, instruments, opinions and documents referred to above shall be in form and
substance satisfactory to Bond Counsel and Counsel to the Underwriters. If the Issuer should
be unable to satisfy the conditions to the obligations of the Underwriters to pay for the
Obligations contained in this Purchase Contract or if the obligations of the Underwriters shall
be terminated for any reason permitted hereby, this Purchase Contract shall terminate, the
Checks shall be returned to the Representative and neither the Underwriters nor the Issuer shall
be under further obligation hereunder, except that the respective obligations of the Issuer and
the Underwriters set forth in Paragraphs 7 and 12 hereof shall continue in full force and effect.
9. Termination of Purchase Contract by the Underwriters. The Underwriters
may terminate this Purchase Contract by notification in writing or by telegram to the Issuer if
at any time subsequent to the date hereof and at or prior to the Closing: (i) in the Congress of
the United States, legislation shall be enacted, a bill shall be favorably reported out of committee
to either house or a bill to amend the Internal Revenue Code of 1986, as amended (which, if
enacted, would take effect in whole or in part as of a date prior to the Closing or be applied to
the Obligations), shall be filed in either house, or a decision by a court of the United States shall
be rendered, or a regulation or ruling shall be issued or proposed by or on behalf of the
Department of the Treasury or the Internal Revenue Service of the United States, or any other
agency of the federal government, or a release or official statement shall be issued by the
President, the Department of the Treasury or the Internal Revenue Service of the United States,
with respect to federal taxation of interest received on obligations of the same character as the
Obligations, which, in the reasonable opinion of the Underwriters, materially adversely affects
the market for the Obligations or the sale, at the contemplated offering price, by the
Underwriters of the Obligations; or (ii) a stop order, ruling, regulation proposed regulation or
statement by or on behalf of the Securities and Exchange Commission shall be issued or made
to the effect that the issuance, offering or sale of the Obligations without registration thereof,
or obligations of the general character of the Obligations without registration thereof, is in
violation of any provisions of the Securities Act of 1933, as amended; or (iii) in the Congress
of the United States, legislation shall be enacted or a bill shall be favorably reported out of
committee of either house, or a decision by a court of the United States shall be rendered, or
ru',ing, regulation, proposed regulation or statement by or on behalf of the Securities and
Exchange Commission or other governmental agency having jurisdiction of the subject matter
shall be made, to the effect that securities of the Issuer or of any similar public body are not
exempt fi.om the registration, qualification or other requirements of the Securities Act of 1933,
as amended, or that the Ordinances or similar documents authorizing the issuance of the
Obligations or debt instruments o f the general character of the Obligations are required to be
qualified under the Trust Indenture Act of 1939, as amended; or (iv) the United States shall have
become engaged in hostilities (including the escalation of any hostility existing on the date
hereo f, whether or not foreseeable), the effect of which, in the Underwriters' sole opinion, would
materially adversely affect the market price of the Obligations; or (v) there shall have occurred
a general suspension of trading on the New York Stock Exchange, Inc. or there shall be imposed
upon trading in securities generally by any governmental authority or by any national securities
exchange any mater~al restrictions (other than a limitation on the hours of trading) not in force
on the date hereof; or (vi) a general banking moratorium shall have been declared by the United
States, State of Texas or State of New York authorities; or (vii) an event shall have occurred
,.,, hich, in the opinion of the Underwriters, requires an amendment or supplement to the Official
Statement and which, in the reasonable judgment of the Underwriters, materially adversely
affects the marketability of the Obligations or the market price thereof; or (viii) the ratings of
the Obligations (or of the Issuer's other outstanding debt obligations) are revised downward (or
,.~,'ithdrawn completely) from those established as of the date of this Purchase Contract.
I0. Receipt for the Obligations. At the Closing, contemporaneously with the
receipt of the Obligations by the Underwriters, the Representative will, if requested, deliver to
the Issuer a receipt therefor, in form satisfactory to Bond Counsel, signed by the Representative.
11. Reproduction of Bond Counsel's Opinion on the Obligations. The opinion
of Bond Counsel as described in Paragraph 8(c)(4) shall accompany the Obligations deposited
with DTC, may be reproduced on, or attached to, the Obligations in the event of discontinuance
of the Book-Entry-Only System.
12. Payment of Exoenses. The Issuer shall pay, from the proceeds of the sale of
the Obligations or other available funds, upon or promptly after the Closing: (a) the cost of'he
preparation and printing of the Obligations, if any; (b) the costs of obtaining credit ratings and
the cost of bond insurance premiums, if any; (c) the fees and disbursements of Bond Counsel
and of any other counsel or consultants retained by the Issuer; (d) the costs of preparing, printing
and mailing the Preliminary Official Statement and the Official Statement; (e) the fees and
expenses of the Paying Agent/Registrar; (0 any legally required publication expenses; (g) the
out-of-pocket expenses, including the cost of travel, of any officials of the Issuer; and (h) any
other expenses agreed to by the Issuer to be reasonably considered expenses of the Issuer which
are incident to the transactions contemplated hereby.
The Underwriters shall pay the fees and disbursements of Counsel to the UnderWriters
and the out-of-pocket expenses incurred by the Underwriters. The Issuer shall be under no
obligation to pay any fees or expenses other than those specified in the preceding paragraph.
13. Continuln~ Disclosure. The Issuer shall provide certain periodic information
and notices of material events relating to the Obligations at the times and in the manner
specified in Section 28 of the Ordinance relating to the Bonds, Section 36 of the Ordinance
relating to the Series 2000 Certificates, Section 37 of the Ordinance relating to the Series 2000-
A Certificates, Section 35 of the Ordinance relating to the Series 2000-B Certificates, and
Section 29 of the Ordinance relating to the Notes and in accordance with the Rule.
14. Notices. Any notice to be given to the Issuer under this Purchase Contract may
be given by delivering the same to the Issuer, at the address indicated above, Attention: Mayor
(with copies to the City Council), and any such notice to be given to the UnderWriters may be
given by delivering such notice to J. P. Morgan Securities, Inc., 300 Crescent Court, Suite 400,
Dallas, Texas 75201, Attention: Roberto G. Ruiz.
15. Benefit of Representations and Warranties. The agreements and all
representations and warranties herein set forth have been and are made for the benefit of the
Underwriters and the Issuer; and no other person shall acquire or have any right under or by
. ~pMO,G^,*,So,*~.~.:~,C,*~o.: w,D 12 EXHIBIT
virtue of this Purchase Contract. Any certificate, document or other instrument signed by an
authorized officer or agent of the Issuer and delivered to the UnderWriters pursuant to the terms
and provisions hereof shall be deemed to be a representation and warranty made by the Issuer
to the Underwriters as to the statements made therein.
t6. - Entire Agreement. This Purchase Contract constitutes the entire agreement,
understanding, representations, warranties and obligations ofthe panics hereto with respect to
the transactions contemplated hereby and shall become effective upon the acceptance of this
offer by the execution and the counter execution hereof as provided, and shall be valid and
enforceable as of the time of such acceptance.
17. Counterparts. This Purchase Contract and any amendments hereto may be
executed in one or more counterparts, each of which shall be deemed to be an original by the
party executing such counterpart, but all of which shall be considered one and the same
instrument.
18. Governing Law. This Purchase Contract shall be governed by and construed
in accordance with the laws of the State of Texas and the United States of America.
19. Section Headin~,s. The section headings of this Pumhase Contract are for
convenience of reference only and shall not affect its interpretation.
20. Renresentative Canacitv. Any authority, right, discretion or other power
conferred upon the Underwriters or the Representative under any provision of this Purchase
Contract may be exercised by the Representative, and the Issuer shall be entitled to rely upon
any request, notice or statement if the same shall have been given or made by the
Representative.
[Execution page follows]
13
EXHIBIT
Very truly yours,
J.P. MORGAN SECURITIES INC.,
- D P SENTA F THE
Roberto 13. Ruiz, Vice President"'>
APPROVED AND ACCEPTED AS
OF THE DATE FIRST ABOVE WRITTEN:
CITY OF SOUTHLAKE, TEXAS
By:
Rick Stacy
Mayor, City of Southlak¢, Texas
ATTEST:
Sandra L. LeGrand, City Secretary
u ~o gG^~o~,~.x,20oo,c~.~v.2 ~D 14 EXHIBIT
Schedule 1
to
Bond Purchase Contract
J.P. Morgan Securities Inc.
Dain Rauscher, Inc.
EXHIBIT ~,,
Page I ofSchedule I
EXHIBIT "A - 1"
CITY OF SOUTHLAKE, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2000
MATURITY SCHEDULE
The Bonds shail be issued as capital appreciation bonds, become due and payable on the dates, in
principal amounts and bear interest at the rate(s) per annum in accordance with the following
schedule:
Issuance February 15 Yield to Maturity Issuance February 15 Yield to Maturity
Value Maturity Maturity Value Value Maturity Maturity Value
(%) (%)
55,1,775.80 2002 5.000% $60,000 $502,163.75 2017 6.500% $1,475,000
$56,246.45 2003 5.150% $65,000 $580,979.35 2018 6.550% $1,835,000
5249,904.80 2004 5.250% 5305,000 5826,561.50 2019 6.600% $2,810,000
$236,164.55 2005 5.350% $305,000 $864,990.00 2020 6.620% $3,150,000
5219,096.00 2006 5.450% $300,000 5807,187.50 2021 6.640% $3,150,000
$199,375.00 2007 5.550% $290,000 $761,310.55 2022 6.660% $3,185,000
5248,679.20 2008 5.650% 5385,000 $703,647.00 2023 6.670% $3,150,000
5227,133.75 2009 5.750% $375,000 $656,392.95 2024 6.680% $3,145,000
5393,022.00 2010 5.950% $700,000 $613,180.65 2025 6.690% $3,145,000
5368,697.00 201I 6.000% S700,000 $572,673.05 2026 6.700% $3,145,000
55 t7~794.00 2012 6.100% $1,055,000 $537,012.00 2027 6.700% $3,150,000
5535,271.60 2013 6.250% $1,180,000 $501,973.45 2028 6.700% $3,145,000
5550,696.95 2014 6.330% $1,305,000 $469,957.35 2029 6.700% $3,145,000
5514,20t.20 2015 6,400% $1,310,000 $439,985.50 2030 6.700% $3,145,000
[ $a'9.10630 2016 6.450% $1,310,000
(Interest to accrete from the date of delivery)
DATED DATE: March 1, 2000
REDEMPTION OPTION
The Issuer reserves the right, at its option to redeem Bonds having stated maturities on and after
February 15, 20 l 0, in whole or in part in maturity amounts of SS,000 or any integral multiple thereof
(and if',', lthin a Stated Maturity by lot by the Paying Agent, Registrar). on February 15. 2009. or an>'
date thereafter, at the redempnon price of the "Accreted Value" as of the date of redemption (such
Accreted Value to be calculated in accordance with the Bond Ordinance and Table of Accreted
Values attached to the Official Statement as Schedule 1).
A-1
EXHIBIT "A - 2"
CITY OF SOUTHLAKE, TEXAS
TAX AND (LIMITED PLEDGE REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000
MATURITY SCHEDULE
The Series 2000 Certificates shall become due and payable on the dates, in principal amounts
and bear interest at the rate(s) per annum in accordance with the following schedule:
February l5 Price or Yield
Amount Mamrity Rate(%) (%)
$105,000 2019 5.900% 6.000%
$250,000 2020 6.000% 6.050%
$1,505,000 6.000% Term Bond due February 15, 2025, Priced to Yield 6.100%
52,035,000 6.100% Term Bond due February 15, 2030, Priced to Yield 6.150%
(Accrued Interest from March I, 2000 to be added)
DATED DATE: March 1, 2000
REDEMPTION OPTION
The Issuer reserves the fight, at its option, to redeem Series 2000 Certificates having stated
maturities on and after February 15, 2010, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof, on February 15, 2009, or any date thereat~er, at the par value
thereof plus accrued interest to the date of redemption.
EXHIBIT
A-2
EXHIBIT "A - 3"
CITY OF SOUTHLAKE, TEXAS
TAX ,SAND WATERWORKS AND SEWER SYSTEM SURPLUS
RE~/ENUE CERTIFICATES OF OBLIGATION, SERIES 2000-A
MATURITY SCHEDULE
The Series 2000-A Certificates shall become due and payable on the dates, in principal
amounts and bear interest at the rate(s) per annum in accordance with the following
schedule:
February 15 Price or February 15 Price or
Amount MaturiCy Rate (%) Yield (%) Amount MamriCy Rate (%) Yield (%)
S45,000 2001 4.300% 4.300% $455,000 2011 5.400% 5.500%
$285,000 2002 5.000% 4.750% $485,000 2012 5.550% 5.600%
$300,000 2003 5.000% 4.850% $510,000 2013 5.650% 5.700%
$315,000 2004 5.000% 4.950% $540,000 2014 5.650% 5.750%
$335,000 2005 5.000% 5.050% $575,000 2015 5.750% 5.820%
5350,000 2006 5.150% 5.150% $605,000 2016 5.800% 5.900%
5370,000 2007 5.250% 5.250% $645,000 2017 5.875% 5.950%
5390,000 2008 5.350% 5.350%
$410,000 2009 5.400% 5.400%
$435,000 2010 5.450% 5.450%
5;2,165,000 6.050% Term Bond due February 15, 2020, Priced to Yield 6.050%
(Accrued Interest fi.om March 1, 2000 to be added)
DATED DATE: March 1, 2000
REDEMPTION OPTION
The Issuer reserves the right, at its option, to redeem Series 2000-A Certificates having stated
maturities on and after February 15, 2010, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof, on'February 15, 2009, or any date thereafter, at the par value
thereof plus accrued interest to the date of redemption.
F. XHIBIT On
A-3
EXHIBIT "A - 4"
CITY OF SOUTHLAKE, TEXAS
TAX A,ND TAX INCREMENT REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2000-B
(REINVESTMENT ZONE NUMBER ONE)
MATURITY SCHEDULE
The Series 2000-B Certificates shall be issued as capital appreciation bonds, become due and
payable on the dates, in principal amounts and bear interest at the rate(s) per annum in
accordance with the following schedule:
Issuance February Yield to Maturity Issuance February Yield to Maturity
Value 15 Marufit~ Value Value 15 Maturity Value
Maturity (%) Maturity (%)
5273,879.00 2002 5.000 $300,000 $834,720.60 2011 6.150 $1,610,000
$449,971.60 2003 5.150 5520,000 $861,101.85 2012 6.250 $1,785,000
$589,939.20 2004 5.250 $720,000 $878,080.00 2013 6.350 $I,960,000
5665,906.60 2005 5.350 $860,000 5892,787.50 2014 6A50 $2, i50,000
$598,862.40 2006 5.450 $820,000 $825,901.00 2015 6.550 $2,150,000
5656,846.55 2007 5.700 $965,000 $764,335.40 2016 6.650 $2,155,000
$712,488.00 2008 5.850 $1,120,000 $707,630.25 2017 6.750 $2,165,000
759,096.75 2009 5.950 $l,275,000 $656,492.95 2018 6.800 $2,165,000
$796,996.80 2010 6.100 $1,440,000
(Interest to accrete from the date of delivery)
DATED DATE: March 1, 2000
REDEMPTION OPTION
The Issuer reserves the right, at its option, to redeem Series 2000-B Certificates having stated
maturities on and after February 15, 2003, in whole or in part in maturity amounts of $5,000 or
any integral multiple thereof' (and if within a Stated Maturity by lot by the Paying
^ enu'Registrar), on February 15, 2002, or 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 the Series 2000-B Ordinance and Table of Accreted Values attached to the
Official Statement as Schedule II)'.
EXHIBIT
A-4
EXHIBIT "A - $"
CITY OF SOUTHLAKE, TEXAS
TAX NOTES, SERIES 2000
MATURITY SCHEDULE
The Notes shall become due and payable on the dates, in principal amounts and bear interest
at the rate(s) per annum in accordance with the following schedule:
February 15 Price or
Amount Maturity Rate (%) Yield (%)
$855,000 2001 5.000% 4.300%
$1,245,000 2002 5.000% 4.750%
$560,000 2003 5.000% 4.850%
(Accrued Interest from March I, 2000 to be added)
DATED DATE: March 1, 2000
REDEMPTION OPTION
The Notes are not subject to redemption, at the option of the Issuer prior to maturity.
A- 5 XHIBIT C
Exhibit D
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 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.
820894.1
INVOICE
Star-Telegram Customer ID: CIT57
400 W.7th Street Invoice Number: 168368631
FORT WORTH,TX 76102
(817)390-7761 Invoice Date: 3/10/00
Federal Tax ID 22-314r54 Terms: Net due in 21 days
ORDINANCE NO.767 AN1 ORDINANCE
e oauthori ingg
B111 TO: OF
Due Date: 3/31/00
the issuance
GEN-
ERAL OBLIGATION PO Number
BONDS, SERIES 2000';
CITY OF SOLspecifying the terms and
features of said bonds;
667 N CARR( and resolving other mat- Order Number: 16836863
ters incident and related
to the issuance,sale pay-
SOUTHLAKI ment and delivery of said Sales Rep: 073
bonds, including the ap-I
Pr yang and execution of a Description: ORDINANCE NO. 7
Paying Agent/Registrar,
Agreement and a Pur-
chase Contract and the ap-
proval and distribution of Publication Date: 3/10/00
an Official Statement;and
providing an effective
m 4 date. f .
WHEREAS the City Coun X,
cil hereby finds and deter 0„l' --- , - . ,w ,I, ,,, ,, E, 0,,,,.,,,
mines that
$13,637,675.30 in princi-
ORDINANCE NO. pal amount of general obli-E I358 1 128 128 LINE $5.79 $741.12
gation bonds approved
and authorized to be is-
sued at an election held
Sales Discount on May 1, 1999 should be ($637.44)
issued and sold at this
time, and a summary of
the general obligation to
this Ordinance and
amounts remaining to be
issued subsequent hereto
is as follows:
Purpose Net Amount:
rpT
ose - Total Amount $103.68
Authorized - Amounts
Being Issued-Unissued
Balance
street improvements
1 7e r3 0 0t 0 050,
10,457 6 '5.30,
6,842,324.70
street improvements
(design enhancements),
$2,150,000, $950,000,
$$1,200,000
park improvements (hike
and bike trails)
$2 230 000 $2 500,00d
AND WHEREAS, the City
Council hereby reserves
and retains the right to is-
sue the balance of bonds
approved as said election
in one or more install-
ments when, in the judg-
ment of Council,funds are
needed for the purposes
THE STATE OF TI such unissued bonds
were voted; now, there-
County of Tarrant fore,
BE IT ORDAINED BY THE
CITY COUNCIL OF THE
Before me,a Notar AS Y OF SOUTHLAKE,TEx ounty and State,this day personally appeared TAMMIE BRYANT, Bid and Legal Coordinator, for the Star-
Telegram, ublishei SECTION 1: Authoriza-Ic.at Fort Worth, in Tarrant County,Texas;and who,after being duly sworn,did depose and say that the
r p lion-Designation-Princi-
attached clipping 01 Oolnd Date Genera�eligal blished in the above named paper on the listed dates:
tion bonds of the City ---‘
shall be and are hereby au-
thorized to be issued in Signed�S\��1� ��
the aggregate principal
amount of
SUBSCRIBED AND $13,637,675.3o to be1E THIS Tuesday,March 2 000.
designoted and bear the ti- r
tle CITY OF SOUTHLAKE, /
TEXAS,GENERAL OBLIGA- /
TION BONDS, SERIES NotaryPublic �♦
2000" (hereinafter re-
•
ferred to as the"Bonds"),
for permanent public im-
provements and public - - - - - - -- - - - --
ppury Dees, to-wit:
y10,457,675.30 for DAWN M. KUYKENDALL
street improvements ��
rmtersections), including '�� COMMISSION EXPIRES
Th7,, �J _drainage, curb, gutters, -,,,'�';.• SEPTEMBER 13,2009
ank You Fa landscaping,utility line re-t
location and traffic signal-';
ization, $950,000 for '
street improvements
(design enhancements to
State Highway 114 inter-
changes,including materi-
al selection, paving, sig-nage and bridge railing)
Sta and $2,23improvements
( for park Customer ID: CIT57
Remit To: bi rovements (hike and
bike trails),in accordance
F.(with authority conferred at the aforesaid election Customer Name: CITY OF SOUTHLAKE
and in conformity with the
FOthe State of Texas,includ-
Constitution and laws of 76101-2051 Invoice Number: 168368631
ing V.T.C.A., Government
Code, Chapter 1331. The
BonMarch shall0b 'Bodatnd Invoice Amount: $103.68
March 1, 2000(the'Bond
Date").
PASSED AND APPROVED
BY THE CITY COUNCIL OF PO Number:
THE CITY OF SOUTHLAKE, --, --- •-• .. --N
TEAS,ON THIS THE
DAY Of MARCH,2000?TH Amount Enclosed: ISI
MAYOR RICK STACY
ATTEST: SANDRA L. LEG-
RAND
CITY SECRETARY
APPROVED AS TO FORM:
E.ALLEN TAYLOR,JR.,
CITY ATTORNEY
INVOICE
Star-Telegram Customer ID: CIT57
400 W.7th Street Invoice Number: 167060091
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 667 N CARROLL AVE Order Number: 16706009
SOUTHLAKE, TX 76092-6412 Sales Rep: 073
Description: CITY OF SOUTHLA
Publication Date: 2/18/00
IDescription Location Col Depth Linage MU Rate Amount j
CITY OF SOUTHLAKE,TEXAS NOTIC I358 1 78 78 LINE S5.79 $451.62
CITY OF
EXAS
SOUTHLAKE, AS
Sales DjscouI NOTICE was hereby given to ($388.44)
all interested persons that
the City Council of theme City of
Southlake, Texas,
be
holding a public hearing dur-
ing the regular city council
meeting to be held on March
7, et ng at be in The Net $63.18
' meeting will be held the Amount:
City Council Chambers of
i City Hall, 667 North Carroll
Avenue, Southlake, Texas.
-Purheld regarding the follow-
e of the hearing will
be
ing
ORDINANCE NO.767
AN ORDINANCE authorizing
the issuance of "CITY OF
SOUTHLAKE, TEXAS, GEN-
ERAL NDS,
SER ES gLIGATION 2000", specifying
the terms and features o
said bonds;levying a continu-
ing direct annual ad valorem
tax for the payment of said
bonds; and resolving other
matters incident and related
to the issuance, sale pay-
ment and delivery of said
bonds,including the approv-
al and execution of a Paying
Agent/Registrar Agreement
and a Purchase Contract
THE STATE' andion theof a appnOrovalff icial and distriState-
-
1 but
County of T ment;and providing an effec-
tive date.
WHEREAS,Ep the City Council
Before me,a That 513,637and tein pnn rid County and State,this day personally appeared TAMMIE BRYANT, Bid and Legal Coordinator, for the Star-
Telegram, pul cipal amount of general oblr nit Inc.at Fort Worth, in Tarrant County,Texas;and who,after being duly sworn, did depose and say that the
gallon bonds approved and
attached clipp authorized to be issued at as published in the above named paper on the lis -d .a - •
an election held on May 1,
1999 should be issued and
sold at this time,and a sum- d ` `��+ _
ton bonds amary of the pproved neral oblige-
at said --Sat!'
election, the principal
SUBSCRIBED amounts amounts being ass eh thorazed, RE ME,THIS Wednesday, Feb �' '3,2000.
am ton thie Ordinance rmainint and 1a
is-
sued subsequentg isheretoNota ♦t/*-/.4 Mail / . -'21
as follows: M. KUYKENDALL
Purpose - Amount Autho- DAWN /
rued-Total Being Issued-
Amounts Unissued gal- VA, COMMISSION EXPIRES •
Bal-
ance
street improvements SEPTEMBER 13,2003
intersections ) ,
17,300,000 _ •_ _ _ _ _ _ _ _ -_
10,457,675.30
842 324 70
Thank You street improvements grit
design enhancements) -
2,150,000-$950,0 - .„.,..
1,200,000 _..._.___. .___. ......... ...._.
park improvements (hike
and bike trails)
$$4 730,000
$2,230,000
$2,500,000
Remit To: `City Secretary(Sandra LeGrand Customer ID: CIT57
City of Southlake.Texas
P.O. Box 901051 Customer Name: CITY OF SOUTHLAKE
FORT WORTH, TX 76101-2051 Invoice Number: 167060091
Invoice Amount: $63.18
PO Number:
gym.
Amount Enclosed: 1$