1988-088r
i
BOND RESOLUTION
RESOLUTION NO. 88-88
225,000
CITY OF SOUTHLAKE, TEXAS
TAX ANTICIPATION NOTES
SERIES 1988
Dated: October 1, 1988
Adopted: October -4, 1988
TABLE OF CONTENTS
Page
Recitals 1
ARTICLE II
Authorization; Security for the Notes;
General Terms and Provisions of the Notes
Section 2.01.
ARTICLE I
Section 2.02.
Definitions
Section 1.01. Definitions 2
Section 1.02. Findings 3
Section 1.03. Titles and Headings 3
Section 1.04. Interpretation 3
ARTICLE II
Authorization; Security for the Notes;
General Terms and Provisions of the Notes
Section 2.01. Authorization 3
Section 2.02. Security for the Notes 4
Section 2.03. Date, Denomination, Maturities,
3.03. Partial Redemption
Numbers and Interest 4
Section 2.04. Medium, Method and Place of Payment 4
Section 2.05. Control, Execution and Initial
Payment Upon Redemption 9
Procedures 5
Section 2.06. Ownership 5
Section 2.07. Exchange of Notes 6
Section 2.08. Cancellation 6
Section 2.09. Temporary Notes 6
Section 2.10. Replacement Notes 7
ARTICLE III
Redemption of Notes Before Maturity
Section 3.01. Limitation on Redemption 8
Section 3.02. Optional Redemption 8
Section 3.03. Partial Redemption 8
Section 3.04. Notice of Redemption to Owners 8
Section 3.05. Payment Upon Redemption 9
Section 3.06. Effect of Redemption 10
ARTICLE IV
Sale of Notes; Execution of Documents; Conditions
Section 4.01. Sale of Notes 10
Section 4.02. Execution of Documents 10
Section 4.03. Conditions to Acceptance of Delivery 10
i)
ARTICLE V
Paying Agent
Section 5.01. Appointment of Initial Paying Agent
Section 5.02. Qualifications
Section 5.03. Maintaining Paying Agent
Section 5.04. Termination
Section 5.05. Agreement to Perform Duties and
Functions
Section 5.06. Cooperation with Successor
ARTICLE VI
Form of the Notes
Section 6.01. Form Generally
Section 6.02. Form of the Notes
Section 6.03. CUSIP Registration
Section 6.04. Legal Opinion
ARTICLE VII
Initial Deposits and Application of Money
Section 7.01. Creation of Interest and Sinking Fund
Section 7.02. Initial Deposits
Section 7.03. Interest and Sinking Fund
Section 7.04. Covenant of Payment
ARTICLE VIII
Particular Representations and Covenants
Section 8.01. Payment of the Notes
Section 8.02. Other Representations and Covenants
ARTICLE IX
Default and Remedies
Section 9.01. Events of Default
Section 9.02. Remedies for Default
Section 9.03. Remedies Not Exclusive
ARTICLE X
Discharge
Section 10.01. Discharge by Payment
Section 10.02. Discharge by Deposit
EXECUTION
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS, AUTHORIZING THE
ISSUANCE OF TAX ANTICIPATION NOTES, SERIES
1988, IN THE AGGREGATE PRINCIPAL AMOUNT OF
225,000; AND AUTHORIZING THE EXECUTION AND
DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION
THEREWITH
WHEREAS, the City of Southlake, Texas (the "City"), has
heretofore levied an ad valorem property tax against all of the
taxable property within the City for the tax year 1988
sufficient to meet all of the City's operating and maintenance
needs, including the payments on all outstanding debt, for the
fiscal year of the City which commenced on October 1, 1988 and
ends on September 30, 1989; and
WHEREAS, the City is authorized by Section 9.34 of the
Home -Rule Charter to borrow money in anticipation of the
collection of the property tax for the same year whether levied
or to be levied, provided that the loan is retired by the end
of the budget year in which it is entered into; and
WHEREAS, the City Council of the City hereby finds and
determines that it is necessary and in the best interest of the
City and its citizens to issue its Tax Anticipation Notes,
authorized by this Resolution, in accordance with the laws of
the State of Texas and the Home -Rule Charter of the City, for
the purpose of paying certain outstanding obligations and
current ordinary expenditures of the City pending receipt of
the previously levied ad valorem taxes sufficient to pay such
obligations and expenses; and
WHEREAS, the meeting at which this, Resolution is
considered is open to the public as required by law, and the
public notice of the time, place and purpose of said meeting
was given as required by Article 6252-17, Vernon's Annotated
Texas Civil Statutes, as amended.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS:
ARTICLE I
PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context
clearly requires otherwise, in this Resolution, the following
terms shall have the meanings specified -below:
Available Funds" means any ad valorem taxes levied,
assessed and collected against taxable property in the City
which are available to the City on the date payments are due on
the Notes, which moneys are not restricted as to use by law,
contract or legislative action.
City" means the City of Southlake, Texas.
Closing Date" means the date of the initial delivery of
and payment for the Notes.
Code" means the Internal Revenue Code of 1986, as
amended, including the regulations and published rulings
thereunder.
Council" means the City Council of the City of
Southlake, Texas.
Event of Default" means any Event of Default as defined
in Section 9.01 of this Resolution.
Interest and Sinking Fund" means the interest and
sinking fund established by Section 7.01 of this Resolution.
Interest Payment Date" means January 1, 1989 and April
1, 1989.
Maturity Date" means the date the principal amount of
the Notes becomes due, such date being April 1, 1989.
Note" means any of the Notes.
Noteholder" or "Holder" or "Owner" means the person who
is in the possession of a Note or Notes.
Notes" means the notes authorized to be issued by
Section 2.01 of this Resolution.
Paying Agent" means initially Texas National Bank,
Southlake, Texas, or any successor thereto as provided in this
Resolution.
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Purchaser" means the initial purchaser of the Notes set
forth in Section 4.01 hereof.
Section 1.02. Findinqs.
The declarations, determinations and findings declared,
made and found in the preamble to this Resolution are hereby
adopted, restated and made a part of the operative provisions
hereof.
Section 1.03. Titles and Headinqs.
The titles and headings of the Articles and Sections of
this Resolution have been inserted for convenience of reference
only and are not to be considered a part hereof and shall not
in any way modify or restrict any of the terms or provisions
hereof and shall never be considered or given any effect in
construing this Resolution or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.04. Interpretation.
a) Unless the context requires otherwise, words of
the masculine gender shall be construed to include correlative
words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include
correlative words of the plural number and vice versa.
b) This Resolution and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes
set forth herein to sustain the validity of this Resolution.
ARTICLE II
AUTHORIZATION; SECURITY FOR THE NOTES; GENERAL
TERMS AND PROVISIONS OF THE NOTES
Section 2.01. Authorization.
The City's tax anticipation notes, to be designated "City
of Southlake, Texas, Tax Anticipation Notes, Series 1988," are
hereby ordered to be issued and delivered in accordance with
the Constitution, laws of the State of Texas, and Section 9.34
of the City's Home -Rule Charter, in the aggregate principal
amount of $225,000, for the purpose of paying certain
outstanding obligations and current ordinary expenditures of
the City pending receipt of previously levied ad valorem taxes
sufficient to pay such obligations and expenses.
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Section 2.02. Security for the Notes.
a) The Notes are payable from any Available Funds of
the City, other than funds set aside for the payment of
principal of and interest on bonds of the City. Sources of
Available Funds include ad valorem taxes levied by the City as
permitted by law.
b) The Council hereby declares and covenants that it
has levied an ad valorem tax for the current fiscal year
against all taxable property in the City, at a rate and in an
amount which will be sufficient to raise and produce the money
required to pay all of the City's expenses, including the
payment on all outstanding debts, and including principal of
and interest on the Notes; that the taxing authority of the
City for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding
obligations of the City; and that the tax levied is based on
the latest approved tax rolls of the City, with full allowance
being made for tax delinquencies and the cost of tax collection.
Section 2.03. Date, Denomination, Maturities, Numbers
and Interest.
a) The Notes shall be dated October 1, 1988, shall be
in bearer form, with coupons, in the denomination of $5,000 or
any integral multiple thereof, and shall be numbered separately
from one upward.
b) The principal amount of the Notes shall mature and
be due and payable on the Maturity Date. Interest on each Note
shall accrue from the Closing Date at the rate of 6.75% per
annum, and shall be due and payable upon presentation of
interest coupons payable on January 1, 1989 and April 1, 1989,
each an "Interest Payment Date." Such interest rate shall be
computed on the basis of a 360 -day year consisting of twelve
30 -day months.
Section 2.04. Medium, Method and Place of Payment.
a) The principal of and interest on the Notes shall
be paid in lawful money of the United States of America.
b) The principal of and interest on each Note shall
be paid to bearer thereof on the applicable Interest Payment
Date or Maturity Date upon presentation and surrender of such
Note or interest coupon at the principal corporate office of
the Paying Agent.
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Section 2.05. Control, Execution and Initial Procedures.
a) The Mayor of the City is hereby authorized to have
control of the Notes and all necessary records and proceedings
pertaining thereto pending initial delivery of the Notes on the
Closing Date.
b) The Notes and interest coupons shall be executed
on behalf of the City by the Mayor and City Secretary of the
City, by their manual or facsimile signatures, and the official
seal of the City shall be impressed or placed in facsimile on
such Notes. Such facsimile signatures on the Notes and
interest coupons shall have the same effect as if each of the
Notes and interest coupons had been signed manually and in
person by each of said officers, and such facsimile seal on the
Notes shall have the same effect as if the official seal of the
City had been manually impressed upon each of the Notes.
c) In the event any officer of the City whose manual
or facsimile signature appears on the Notes and interest
coupons ceases to be such officer before the authentication of
such Notes or before the delivery thereof, such manual or
facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
d) A Note shall not be valid or obligatory for any
purpose and shall not be entitled to any security or benefit of
this Resolution unless and until there appears thereon the
Certificate of Paying Agent substantially in the form provided
herein, duly authenticated by manual execution of an authorized
signatory of the Paying Agent. It shall not be required that
the same authorized signatory of the Paying Agent sign the
Certificate of Paying Agent on all of the Notes.
Section 2.06. Ownership.
a) The City, the Paying Agent and any other person
may treat the person who presents any Note for payment as the
absolute Owner of such Note for the purpose of making and
receiving payment of the principal thereof and the interest
thereon, and for all other purposes, whether or not such Note
is overdue, and neither the City nor the Paying Agent shall be
bound by any notice or knowledge to the contrary.
b) All payments made to the person deemed to be the
Owner of any Note in accordance with this Section shall be
valid and effectual and shall discharge the liability of the
City and the Paying Agent upon such Note to the extent of the
sums paid.
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Section 2.07. Exchange of Notes.
a) The Notes shall be exchangeable upon the
presentation and surrender thereof at the principal corporate
office of the Paying Agent for a Note or Notes in any
authorized denomination and in an aggregate principal amount
equal to the unpaid principal amount of the Note presented for
exchange. Notes delivered in exchange for another Note or
other Notes shall be dated so that neither gain nor loss in
interest shall result from such exchange. The Paying Agent is
hereby authorized to authenticate and deliver Notes exchanged
for other Notes in accordance with this Section.
b) Each exchange Note delivered in accordance with
this Section shall constitute an original additional
contractual obligation of the City and shall be entitled to the
benefits and security of this Resolution to the same extent as
the Note or Notes in lieu of which such exchange Note is
delivered.
c) The Paying Agent will require the Owner to pay the
reasonable cost or exchange of a Note or Notes -for a different
denomination. In addition the Paying Agent may require the
Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in
connection with the exchange of a Note.
d) Neither the City nor the Paying Agent shall be
required to issue or exchange any Note or portion thereof
within 30 days prior to the Maturity Date or date of prior
redemption.
Section 2.08. Cancellation.
All Notes in lieu of which exchange Notes or replacement
Notes are authenticated and delivered in accordance with this
Resolution, shall be cancelled and destroyed upon the making of
proper records regarding such payment, exchange, or
replacement. The Paying Agent shall periodically furnish the
City with certificates of destruction of such Notes.
Section 2.09. Temporary Notes.
a) Pending the preparation of definitive, printed,
lithographed or engraved Notes and interest coupons, the City
may execute and, upon the City's request, the Paying Agent
shall authenticate and deliver, one or more temporary Notes,
with interest coupons, that are typewritten, mimeographed or
otherwise produced, in any denomination, substantially of the
tenor of the printed or lithographed Notes in lieu of which
they are delivered, with interest coupons, and with such
appropriate insertions, omissions, substitutions and other
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variations as the officers of the City executing such temporary
Notes may determine, as evidenced by their signing of such
temporary Notes and interest coupons.
b) Until exchanged for Notes in printed or
lithographed form, such Notes in temporary form shall be
entitled to the full benefit and security of this Resolution.
c) The City may prepare, execute and deliver to the
Paying Agent, and thereupon, upon the presentation and
surrender of the Note or Notes in temporary form to the Paying
Agent, the Paying Agent shall authenticate and deliver in
exchange therefor a Note or Notes of the same maturity and
series, in printed or lithographed form, in the authorized
denomination, and in the same aggregate principal amount, as
the Note or Notes in temporary form surrendered. Such exchange
shall be made without the making of any charge therefor to any
Holder.
Section 2.10. Replacement Notes.
a) Upon the presentation and surrender to the Paying
Agent of a mutilated Note, the Paying Agent shall authenticate
and deliver in exchange therefor a replacement Note of like
tenor and principal amount, bearing a number not
contemporaneously outstanding. The City or the Paying Agent
may require the Holder of such Note to pay a sum sufficient to
cover any tax or other governmental charge that is authorized
to be imposed in connection therewith and any other expenses
connected therewith.
b) If, after the delivery of such replacement Note, a
bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original
Note, the City and the Paying Agent shall be entitled to
recover such replacement Note from the person to whom it was
delivered or any person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the City or the Paying
Agent in connection therewith.
c) In the event that any such mutilated Note has
become or is about to become due and payable, or has been
called for redemption, the Paying Agent, in its discretion,
instead of issuing a replacement Note, may pay such Note.
d) Each replacement Note delivered in accordance with
this Section shall constitute an original additional
contractual obligation of the City and shall be entitled to the
benefits and security of this Resolution to the same extent as
the Note or Notes in lieu of which such replacement Note is
delivered.
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ARTICLE III
REDEMPTION OF NOTES BEFORE MATURITY
Section 3.01. Limitation on Redemption.
The Notes shall be subject to redemption before scheduled
maturity only as provided in this Article III.
Section 3.02. Optional Redemption.
The City reserves the option to redeem the Notes, in
whole or any part, before their scheduled Maturity Date, on any
date (such redemption date or dates to be fixed by the City),
at a price equal to the principal amount of the Notes called
for redemption plus accrued interest to the date fixed for
redemption.
Section 3.03. Partial Redemption.
a) If less than all of the Notes are to be redeemed,
the City shall determine the amount thereof to be redeemed and
shall direct the Paying Agent to call by lot the Notes, or
portions thereof, for redemption.
b) A portion of a single Note of a denomination
greater than $5,000 may be redeemed, but only in a principal
amount equal to $5,000 or any integral multiple thereof. If
such a Note is to be partially redeemed, the Paying Agent shall
treat each $5,000 portion of the Note as though it were a
single Note for purposes of selection for redemption.
c) Upon surrender of any Note for redemption in part,
the Paying Agent, in accordance with Section 2.07 of this
Resolution, shall authenticate and deliver an exchange Note or
Notes in an aggregate principal amount equal to the unredeemed
portion of the Note so surrendered, such exchange being without
charge, notwithstanding any provision of Section 2.07 to the
contrary.
Section 3.04. Notice of Redemption to Owners.
a) At least thirty (30) days prior to any date upon
which any of the Notes are to be redeemed, notice of redemption
signed by the City Secretary, specifying the amount of Notes to
be redeemed, shall be filed with the Paying Agent and published
at least once in the Texas Bond Reporter and in a newspaper of
general circulation within the City;. provided, however, that
with the consent of 100% of the Holders of all outstanding
Notes, such requirement of publication may be waived and a
shorter period for notice of redemption may be permitted.
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b) Any such notice shall state the redemption date,
the redemption price, the place at which the Notes are to be
surrendered for payment, and, if less than all the Notes
outstanding are to be redeemed, an identification of the Notes
or portions thereof to be redeemed.
c) Any notice given as provided in this Section shall
be conclusively presumed to have been duly given, whether or
not the Owner receives such notice.
Section 3.05. Pavment Upon Redemption.
a) Before or on each redemption date, the City shall
deposit with the Paying Agent money sufficient to pay all
amounts due on the redemption date and the Paying Agent shall
make provision for the payment of the Notes to be redeemed on
such date by setting aside and holding in trust such amounts as
are received by the Paying Agent from the City and shall use
such funds solely for the purpose of paying the principal of
and accrued interest on the Notes being redeemed.
b) Upon presentation and surrender of any Note called
for redemption at the principal corporate office of the Paying
Agent on or after the date fixed for redemption, the Paying
Agent shall pay the principal of and accrued interest on such
Note to the date of redemption from the money set aside for
such purpose.
Section 3.06. Effect of Redemption.
a) Notice of redemption having been given as provided
in Section 3.04 of this Order, the Notes or portions thereof
called for redemption shall become due and payable on the date
fixed for redemption and, unless the City defaults in its
obligation to make provision for the payment of the principal
thereof or accrued interest thereon, such Notes or portions
thereof shall cease to bear interest from and after the date
fixed for redemption, whether or not such Notes are presented
and surrendered for payment on such date.
b) If the City shall fail to make provision for
payment of all sums due on a redemption date, then any Note or
portion thereof called for redemption shall continue to bear
interest at the rate stated on the Note until due provision is
made for the payment of same by the City.
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ARTICLE IV
SALE OF NOTES; EXECUTION OF DOCUMENTS; CONDITIONS
Section 4.01. Sale of Notes.
The Notes are hereby sold and shall be delivered to Texas
National Bank, Southlake, Texas (the "Purchaser"), for a price
of par.
Section 4.02. Execution of Documents.
All officers of the City are authorized to execute such
documents, certificates and receipts as they may deem
appropriate in order to consummate the delivery of the Notes in
accordance with this Resolution
Section 4.03. Conditions to Acceptance of Delivery.
The obligation of the initial Purchaser identified in
Section 4.01 hereof to accept delivery of the Notes is subject
to such purchaser being furnished with the final, approving
opinion of Hutchison Boyle Brooks & Dransfield, A Professional
Corporation, Bond Counsel for the City, which opinion shall be
dated and delivered on the Closing Date.
ARTICLE V
PAYING AGENT
Section 5.01. Appointment of Initial Paying Agent.
Texas National Bank, Southlake, Texas, is hereby
appointed as the initial Paying Agent for the Notes.
Section 5.02. Qualifications. -
Each Paying Agent shall be a commercial bank; a trust
company organized under the laws of --the State of Texas; or any
other entity duly qualified and legally authorized to serve as
and perform the duties and services of Paying Agent for the
Notes.
Section 5.03. Maintaining Paying Agent.
a) At all times while any Notes are outstanding, the
City will maintain a Paying Agent that is qualified under
Section- 5.02 of this Resolution. The Mayor is hereby
authorized and directed to execute an agreement with the Paying
Agent specifying the duties and responsibilities of the City
and the Paying Agent. The signature of the Mayor shall be
attested by the City Secretary of the City.
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b) If the Paying Agent resigns or otherwise ceases to
serve as such, the City will promptly appoint a replacement.
c) Promptly upon each change in the entity serving as
Paying Agent, the City will make arrangements with the
applicable Paying Agent to provide for the timely payment of
principal of and interest on the Notes.
Section 5.04. Termination.
The City, upon not less than 30 days notice, reserves the
right to terminate the appointment of any Paying Agent by
delivering to the entity whose appointment is to be terminated
written notice of such termination.
Section 5.05. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent, the Paying
Agent is deemed to have agreed to the provisions of this
Resolution and that it will perform the duties and functions of
Paying Agent prescribed thereby.
Section 5.06. Cooperation with Successor.
If a Paying Agent is replaced, such Paying Agent,
promptly upon the appointment of the successor, will cooperate
with the successor Paying Agent to assure the timely payment of
the principal of and interest on the Notes.
ARTICLE VI
FORM OF THE NOTES
Section 6.01. Form Generally.
a) The Notes, including the Certificate of the Paying
Agent and the Assignment form to appear on each of the Notes,
and the form of interest coupons to be attached to said Notes,
i) shall be substantially in the form set forth in this
Article, with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or
required by this Resolution, and (ii) 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 any
reproduction of an opinion of bond counsel) thereon as,
consistently herewith, may be determined by the City or by the
officers executing the Notes, as evidenced by their execution
thereof.
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b) Any portion of the text of any Notes may be set
forth on the reverse side thereof, with an appropriate
reference thereto on the face of the Notes.
c) The definitive Notes and interest coupons shall be
printed, lithographed or engraved, and may be produced by any
combination of these methods or produced in any other similar
manner, all as determined by the officers executing the Notes;
as evidenced by their execution thereof.
Section 6.02. Form of the Notes.
The form of the Notes, including the form of Certificate
of the Paying Agent and the form of Assignment appearing on the
Notes, and the form of interest coupons to be attached to said
Notes, shall be substantially as follows:
a) Form of Note.
No.
Interest Rate:
6.75%
United States of America
State of Texas
COUNTIES OF TARRANT AND DENTON
CITY OF SOUTHLAKE, TEXAS.
TAX ANTICIPATION NOTE, SERIES 1988
Closing Date:
October 5, 1988
Maturity Date:
April 1, 1989
CUSIP NO.:
The City of Southlake (the "City"), in the Counties of
Tarrant and Denton, State of Texas, for value received, hereby
promises to pay to bearer on the Maturity Date specified above,
or date of earlier redemption, the sum of
DOLLARS
and to pay interest to bearer on such principal amount from the
Closing Date specified above until said Maturity Date, or date
of earlier redemption, at the•,per annum rate of interest
specified above, computed on the basis of a 360 -day year
consisting of twelve 30 -day months, such interest being
evidenced by interest coupons payable on January 1, 1989 and
April 1, 1989. All sums payable on this Note which are not
paid at maturity, or date of earlier redemption, shall continue
to bear interest at the rate specified above.
The principal of and interest on this Note shall be
payable without exchange or collection charges in lawful money
of the United States of America upon presentation and surrender
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of this Note or the appropriate interest coupon at the
principal corporate office of the Paying Agent. The initial
Paying Agent is Texas National Bank, Southlake, Texas.
This Note is one of a series of coupon notes dated
October 1, 1988, specified in the title hereof issued in the
aggregate principal amount of $225,000 (herein referred to as
the "Notes"), issued pursuant to a certain resolution (the
Resolution") of the City Council of the City for the purpose
of paying certain outstanding obligations and current ordinary
expenditures of the City pending receipt of previously levied
ad valorem taxes sufficient to pay such obligations and
expenses.
The City has reserved the option to redeem the Notes in
whole or in part before their scheduled Maturity Date, on any
date, at a price equal to the principal amount of the Bonds so
called for redemption plus accrued interest to the date fixed
for redemption. If less than all of the Bonds are to be
redeemed, the City shall determine the amounts thereof to be
redeemed and shall direct the Paying Agent to call by lot the
Notes, or portions thereof, for redemption.
At least thirty (30) days prior to any date upon which
any of the Notes are to be redeemed, notice of redemption
signed by the City Secretary, specifying the amount of Notes to
be redeemed, shall be filed with the Paying Agent and published
at least once in the Texas Bond Reporter and in a newspaper of
general circulation within the City; provided, however, that
with the consent of 100% of the holders of all outstanding
Notes, such requirement of publication may be waived and a
shorter period for notice of redemption may be permitted.
Neither the City nor the Paying Agent shall be required
to issue or exchange any Note or portion thereof within 30 days
prior to the Maturity Date or date of earlier redemption hereof.
The City, the Paying Agent, and all other persons may
treat the person who presents this Note for payment as the
owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note
be overdue, and neither the City nor the Paying Agent shall be
affected by notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED AND COVENANTED that the
issuance of this Note and the series of which it is a part is
duly authorized by law; that all acts, conditions and things to
be done precedent to and in the issuance of this Note and the
series of which it is a part, have been properly done, have
happened and have been performed in regular and due time, form
and manner as required by law; that due provision has been made
for the payment of the principal of and interest on this Note
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from Available Funds of the City as described in the
Resolution; and that the total indebtedness of the City,
including the Notes, does not exceed any constitutional or
statutory limitation.
IN WITNESS WHEREOF, the City has caused this Note to be
executed by_the manual or facsimile signature of its Mayor and
countersigned by the manual or facsimile signature of its City
Secretary, and the official seal of the City has been duly
impressed or placed in facsimile on this Note.
City Secretary, Mayor
City of Southlake, Texas City of Southlake, Texas
SEAL]
b) Form of Certificate of Payinq Aqent.
CERTIFICATE OF PAYING AGENT
The records of the Paying Agent show that this is one of
the Notes referred to in the within -mentioned Resolution.
Dated:
TEXAS NATIONAL BANK,
Southlake, Texas,
Paying Agent
By
c) Form of Interest Coupon.
No.
Authorized Signatory
ON 1, 1989
the City of Southlake, in the Counties of Tarrant and Denton,
State of Texas, unless due provision has been made for the
redemption prior to maturity of the Note to which this interest
coupon appertains, promises to pay to bearer the amount shown
on this interest coupon, in lawful money of the United States
of America, without exchange or collection charges to the
bearer, upon presentation and surrender of this interest
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coupon, at Texas National Bank, Southlake, Texas, said amount
being the interest due that day on the Note bearing the number
hereinafter designated, of that issue of "City of Southlake,
Texas, Tax Anticipation Notes, Series 1988," dated October 1,
1988.
NOTE NO.
City Secretary, City of Mayor, City of Southlake, Texas
Southlake, Texas
d) Any temporary Note shall be in the form set forth
in subsections (a) through (c) of this Section, except that the
letter "T" shall precede the number of the Note.
Section 6.03 CUSIP Reqistration.
The City may secure identification numbers through the
CUSIP Service Bureau Division of Standard & Poor's Corporation,
New York, New York, and may authorize the printing of such
numbers on the face of the Notes. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the
Notes shall be of no significance or effect as regards the
legality thereof and neither the City nor the attorneys
approving the Notes as to legality are to be held responsible
for CUSIP numbers incorrectly printed on the Notes.
Section 6.04. Leqal Opinion.
The approving legal opinion of Hutchison Boyle Brooks &
Dransfield, A Professional Corporation, Bond Counsel for the
City, may be printed on the reverse side of each Note over the
certification of the City Secretary of the City, which
certification may be executed in facsimile.
ARTICLE VII
CREATION OF FUNDS AND ACCOUNTS, INITIAL DEPOSITS
AND APPLICATION OF MONEY
Section 7.01. Creation of Interest and Sinkinq Fund.
The City hereby establishes the following fund: "City of
Southlake, Texas, Tax Anticipation Notes, Interest and Sinking
Fund" (the "Interest and Sinking Fund"). The Interest and
Sinking Fund shall be maintained at the principal office of the
Paying Agent.
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Section 7.02. Initial Deposits.
On the Closing Date, the City shall cause the proceeds
from the sale of the Notes to be deposited as may be directed
by the City.
Section 7.03. Interest and Sinking Fund.
Moneys on deposit in the Interest and Sinking Fund shall
be used solely for the purpose of paying the principal of and
interest on the Notes.
Section 7.04 Covenant of Payment.
The City will deposit to the Interest and Sinking Fund on
or before each Interest Payment Date and Maturity Date, or date
of prior redemption, from Available Funds of the City, an
amount equal to the principal and/or interest requirements due
on the Notes on such date.
ARTICLE VIII
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 8.01. Payment of the Notes.
On or before each Interest Payment Date and Maturity
Date, or date of prior redemption, of the Notes, there shall be
made available to the Paying Agent, out of the Interest and
Sinking Fund, or other lawfully- available sources, money
sufficient to pay the full amount of the interest on and
principal of the Notes on such date.
Section 8.02. Other Representations and Covenants.
a) The City will faithfully perform at all times any
and all covenants, undertakings, stipulations, and provisions
contained in this Resolution and in each Note; the City will
promptly pay or cause to be paid the principal of and interest
on each Note when due and at the place and manner prescribed
herein; and the City will, at the times and in the manner
prescribed by this Resolution, deposit or cause to be deposited
the amounts of money specified herein.
b) The City is duly authorized under the Constitution
and laws of the State of Texas and the Home -Rule Charter of the
City to issue the Notes; all action prerequisite to the lawful
issuance and delivery of the Notes has been duly and
effectively taken; and the Notes in the hands of the Owners
thereof are and will be valid and enforceable obligations of
the City in accordance with their terms.
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c) The City hereby represents that the proceeds of
the Notes are needed at this time to provide timely payment of
certain outstanding obligations and current ordinary
expenditures of the City in anticipation of Available Funds
during the current budget year from ad valorem taxes levied
against taxable property within the City.
d) The City will not take any action or fail to take
any action with respect to the investment of the proceeds of
the Notes or any other funds of the City, including amounts
received from the investment of any of the foregoing, that,
based upon the facts, estimates, and circumstances known on the
Closing Date, would result in constituting the Notes "arbitrage
bonds," within the meaning of Section 148 of the Code, and the
City will not take any deliberate action motivated by arbitrage
that would have such result.
e) The officers of the City are hereby directed to
make, execute and deliver or cause to be made, executed and
delivered certifications as to facts, estimates and
circumstances necessary to effect the delivery of the Notes to
the initial Purchaser.
f) The City will comply with the provisions of
Section 148(f) of the Code and the regulations promulgated
thereunder relating to paying certain excess earnings of
investments of proceeds of the Notes to the United States of
America.
g) The Notes are hereby designated "qualified tax
exempt obligations" for purposes of Section 265(b)(3) of the
Code. The Notes are not "private activity bonds" as defined in
the Code and neither the City nor any of its subordinate
entities, if any, reasonably expect to issue in excess of
10,000,000 aggregate amount of qualified tax exempt
obligations during the calendar year in which the Notes are
issued, and the City hereby covenants not to designate more
than $10,000,000 aggregate amount of qualified tax exempt
obligations during this calendar year in which the Notes are
issued.
h) The covenants and representations made or required
by this Section are for the benefit of the Noteholders and may
be relied upon by the Noteholders and bond counsel for the City.
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ARTICLE IX
DEFAULT AND REMEDIES
Section 9.01. Events of Default.
Each of the following occurrences or events, for the
purpose of this Resolution, is hereby declared to be an "Event
of Default," to wit:
i) the failure to make payment of the
principal of or interest on any of the Notes when the
same becomes due and payable; or
ii) default in the performance or observance of
any other covenant, agreement or obligation of the City,
the failure to perform which materially, adversely
affects the rights of the Noteholders, including, but not
limited to, their prospect or ability to be repaid in
accordance with this Resolution, and the continuation
thereof for a period of 60 days after notice of such
default is given by any Noteholder to the City.
Section 9.02. Remedies for Default.
a) Upon the happening of any Event of Default, then
and in every case any Noteholder or an authorized
representative thereof, including but not limited to, a trustee
or trustees therefor, may proceed against the City for the
purpose of protecting and enforcing the rights of the
Noteholders under this Resolution, by mandamus or other suit,
action or special proceeding in equity or at law, in any court
of competent jurisdiction, for any relief permitted by law,
including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that
may be unlawful or in violation of any right of the Noteholders
hereunder or any combination of such remedies.
b) It is provided that all such proceedings shall be
instituted and maintained for the equal benefit of all Holders
of the Notes then outstanding.
Section 9.03. Remedies Not Exclusive.
a) No remedy herein conferred or reserved is intended
to be exclusive of any other available remedy or remedies, but
each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the
Notes or now or hereafter existing at law or in equity;
provided, however, that notwithstanding any other provision of
this Resolution, the right to accelerate the debt evidenced by
the Notes shall not be available as a remedy under this
Resolution.
r
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b) The exercise of any remedy herein conferred or
reserved shall not be deemed a waiver of any other .available
remedy.
ARTICLE X
DISCHARGE
Section 10.01. Discharge by Payment.
When all of the Notes have been paid in full both as to
principal and 'interest, or when all Notes have become due and
payable, whether at maturity or otherwise, and the City shall
have provided for the payment of the whole amount due or to
become due on all Notes then outstanding, including all
interest that has accrued thereon or that may accrue to the
Maturity Date by depositing with the Paying Agent, for payment
of the principal of such outstanding Notes and the interest
accrued thereon, the entire amount due or to become due
thereon, and the City shall also have paid or caused to be paid
all sums payable under this Resolution by the City, including
the compensation due or to become due the Paying Agent, then
the Paying Agent, upon receipt of a letter of instruction from
the City requesting the same, shall discharge and release the
lien of this Resolution and execute and deliver to the City
such releases or other instruments as shall be requisite to
release the same.
Section 10.02. Discharqe by Deposit.
a) The City may discharge its obligation to pay the
principal of and interest on the Notes and its obligation to
pay all other sums payable or to become payable under this
Resolution by the City, including the compensation due or to
become due the Paying Agent, by:
i) depositing or causing to be deposited with
the Paying Agent an amount of money that, together with
the interest earned on or capital gains or profits to be
realized from the investment of such money, will be
sufficient to pay the principal of, and the accrued
interest on the Notes to maturity, and to pay such other
amounts as may be reasonably estimated by the Paying
Agent to become payable under this Resolution, including
the compensation due or to become due the Paying Agent;
and
ii) providing the Paying Agent with an opinion
of nationally recognized bond counsel acceptable to the
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Paying Agent to
subdivision (i)
interest on the
taxation.
the effect that the deposit specified in
of this subsection (a) will not cause the
Notes to become subject to federal income
b) Subject to subsection (c) of this Section, upon
compliance with subsection (a) of this Section, the Notes shall
no longer be regarded as outstanding and unpaid, and the Paying
Agent, upon receipt of a letter of instructions from the City
requesting the same, shall discharge and release the lien of
this Resolution and execute and deliver to the City such
releases or other instruments as shall be requisite to release
the lien hereof.
c) Before the discharge and release of the lien of
this Resolution pursuant to this Section, provision shall have
been made by the City with the Paying Agent for:
i) the establishment of a separate escrow
account or fund with the Paying Agent for the deposit
pursuant to subsection (a)(i) of this Section;
ii) the payment to the Noteholders at the date
of maturity of the full amount to which the Noteholders
would be entitled at maturity;
iii) the investment of such moneys by the Paying
Agent in direct obligations of the United States of
America, including obligations the principal of and
interest on which are unconditionally guaranteed by the
United States of America, and which may be in book entry
form, maturing and bearing interest payable at such time
and in such amount as will be sufficient to provide for
the scheduled payment of the Notes; and
iv) the •payment to the City, periodically or
following final payment of the principal of and interest
on the Notes, of any moneys, interest earnings, profits
or capital gains over and above the amounts necessary for
such purposes.
FINALLY ADOPTED, APPROVED AND EFFECTIVE this 4th day of
October, 1988.
CITY OF SOUTHLAKE, TEXAS
SEAL] Mayor
ATTEST:
City Secretary
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