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1993-10-19 CC PACKET iV/U!/y;} 13:20 gY8176109t65 l;liCA'lti9lt ec Abbot. 4-4, 1611X Ut' JUU1'bLAlL AillUU1 • 'Post-it-brand fc [4mo 7�i711=�w�,► _z • 4r?1' . C 'lc . f - ti33: � • 747 d7.36 �„�4sia-9�6� COMMISSION STATE DEPART OF mGIIWAYS eGrwmoveCme RO r H O�tM�AK.cxA UA t4 _ AND PUBLIC TRANSPORTATION R.a �.ri stOTr RAY sTopzet JR' • P. 0. Box 6868 Fort Worth, `_eir 76115 • October 28, 1988 • Rry 1 *` '4` - IN ReIX t TO . Control: 1603-03-16 & 18 FM 1709 from US 377 to SS 114 4e1 - Tarrant County - , •_ M• r. Wi7.liam.D. LeGrand �y1.�., - Director of Public Works �I C 1,�-v. City of south?-ake '''4 -4-%.14: 667 North -Carroll Avenue Southlake, Texas 76092 Dear Mr. I�eCraud: Your letter of October 21, 1988 concerning relocation of intersecting streets with FM 1709 has been received. This office III • will-need information as cuickly as it is available concerning 'the accurate location of relecat eri Carroll Avenue and Kimbell Road_ Please send copies of the plats boating these roadways to this office and contact Mr. Jack Eaton, (817) 292-6510•, ext. 310, • when these streets have been stakad in the field so that we might locate them on the ground in relation to FM 1709. The- City of Southlake will also need to provide to the Department the grade for the relocated street. Your engineer will need to work closely with Mr. Eaton as the grades on FM 1709 have been set In accoreanr•A with existing property elevations on. FM 1709. The Depar-rent will be able to include turn-outs to these new locations, provided the information is received by the Department in a timely :canner and provided the relocations are constructed by the City prior to or during the reconstruction of FM 1709. Your early coordination_ of this work effort with Mr. Jack Baton will be appreciated. Sincerely, . 7 --,•=1.A.4-- -----2+ ,11,., Billy A. Hardie, P.E. District Design Engineer BAg:dh Copy: Mr. Jack Eaton �- 10/07/93 13:21 �8178�0968a CHEATHAM & ASSOC --+-► CIT OF SOUTHLAK 1J002 • AT AND ASSOCIATES • October 20, 1988 • • Billy A-. Hardie District Design Enginir • State Department. of High ys.& Public Tansparion P.O. Sax 6868 FuiL Worth, etas 76115 • • Re: FM 1709 - City of She Dear Mr. Hardie: r 7 5 letter is to lS i L certain intersection itairovenents in conjunction with the resign of P.M. 1709 In the City of • Soatblake. 'lie boo locations ions are the intersections of F.M. 1709 with Carroll Avenue and Kimball Road. It is tie Cityts desire that thee two won realignments be included with tb° const=ction " of F.M. 1709.. Recut -platting • dedicated a large erm1 of the necessary right-of-way for the di 11 Road aligmaaut from S.E. 114 to F.M. 1709 Zoepn 1ngr • naps show the aLig irrent9 as piroposei. If I can furnish ter., • additional ineor a ion please call ire at your • sill Lea ar . Director of Public Wo .s • • ENGINEERS•PLANNERS•SURVEYORS A Subsidiary Finn of Southwest Planning and-Design;Inc. 2011.East Lamar Blvd- • Suite 200 • Arlington,Texas 76006 8171460-2111•Metro 265-7948 ,i' lu/u7/93 13:22 'U8176409665 (;nr:ALBA & nsbuu ->-+-► t.iis ur auulni.nn ouu3 t _________F_MILt--A-562 582D �` ' • r . I - KI 5 01 , 0 5B2C A✓ - ;; 5B2B i 5B2A - 5B[ 1 183 3C T3CE - 't t NORTHWEST PARKWAY EAST . f =4 S• 4. I14- ii",-,or . , —Rimy- , 3E3 - i t li 3 - 4 , .C1".... • . L . -( _ ,3a - Inc[ _4. -� o *SO 4 t . 111 BLVD. E.M. (709 y 3e36.j__� -- -. CO 2 2B 182A .i LB2 1 E6k‘ ---1 I —1 T - Ill ,T _I I o _ •-. 2C 2A4 --� S UT 1% PS-. 2s E5 Ac_ , 2E 2AJ c r •-- 1 i 2A t 11/41 I 2 Ac. 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'. • . : -❑Pero s • ❑sp c ❑ $bop Drawings • ❑ COPS ofLxter • • • • • f- ❑ ❑Addendum '-- •❑ Change Order • 2•••tb- it t›.1).�'S:: •' Conies . -Dared Z. kkAgi•iyb •. .1- r of • . • . . . . • • - - . III ❑ For Youz _ ,..- For Use ❑ AsReg - .❑•Please,Comment ❑ wit.-... . .. "` ! L.1:04►_. .. d V CG _ Wi ^ _ ,_Aw rxi. . . — kAz t7 1 sue' C r�..,L --C 4�rc ' L,.�.G� . . DVS. 761M � NI.WO t Very truly yours. Copies to %%. ..L I.,.. LAI. L%-'%.°-'---el"4. -. -M ,."-J .6"V "%in t.-i-tk44.L.flitLe; �+d AsaocBaa E? •PLANNERS•StSURVEYORS • • A Subsidiary Firm of Southwest Planning and Design,Inc • 2011 East Lamar Blvd. • Suite 200 • Arlington,-Texas 76006 • 817/460-2111 •Metro 265-7948' - sPHILLIP (•• /7/ / //-/z'� ( .w. BRESSINCK1ECVED %fi ��" NM, 1987 . <5A. 7 OFFICE OF t 6/ ze_)77(z_i 9 CITY MANAGER ‘ ` GNU l� � November 2, 1987 ?A() r r-7 - . 77—/G7-47 Mr. Lloyd Latta City of Southiake 667 North Carroll Avenue Southlake, Texas 76092 /q5u.'6 Re: Kimball Road Extension Dear Lloyd: This is a request to revive the discussion for the alignment of the proposed Kimball Road Extension which will connect the existing Kimball Road between Highway 114 and F.M. 1709. The PANG Joint Venture group which owns the 7.1 acre tract to the west and south of the Dairy Queen is willing to dedicate to the city the approximate 1 .36 acres for the alignment which is shown on Exhibit A in exchange for part of the Short Avenue right of way which is to be abandoned. The other property owners involved in this alignment, Billie Farrar and Conner Lam, have also agreed to dedicate their land. A few days ago I spoke with Burk Clifton of the State Highway Department regarding this lay-out and the abandonment of Short Avenue. • He said the City should have plans for this intersection drawn and submitted to his office for approval before they could consider declar- ing Short Avenue as "surplus" . At the time of construction of 1709 in 1990 the new connection could be built and Short Avenue abandoned. I have spoken with some of the homeowners on South Kimball Road and feel like I have their support with this alignment. Please place this matter on the next available City Council Meeting. Thank you. • Sincerely, Phillip C. Bressinck 1101 EAST NORTH PARKWAY SUITE 106 SOUTHLAKE, TX'76092 817 (METRO) 481-7090 Lw & MoodvS Investors service lo m. . i- ww-- m„.._! - Pubhc Finance ...... ._,.. - �4 . /s2� Telecopy Transmittal h Please deliver this material as soon as possible. To: Curtis Hawk, City Manager Telephone: (817)481-5581 FAX: (817) 481-0036 From: Moody's Public Finance Rating Desk Date Sent: 10/11/93 A RATING WAS ASSIGNED TO YOUR DEBT ISSUE(S) TODAY iiMoody's has already undertaken these two immediate actions to disseminate your rating. throughout the investment and municipal couu nunities: Rating Recap—The second page of this fax is an excerpt of Moody's Municipal Daily Rating Recap for your issue. Immediately after you were notified of the rating, Moody's made your Recap available electronically to every major participant in the municipal investment community. Your rating will also appear in the printed copy of today's Rating Recap,a daily summary of Moody's rating activity, which is delivered to all our Public Finance subscribers. Rating Desk—Immediately after you were notified, information about your issue's rating was made available to the public via.Moody's Rating Desk. Our Rating Desk received more than 90,000 rating inquiries last year from fund managers, bankers, financial advisors and issuers. Up-to-date information about your issue is provided to them throughout the year. This immediate dissemination of your rating provides the broadest possible awareness of your issue, which enhances its marketability. If you have any questions about the attached Recap or how Moody's distributes rating information, please don't hesitate to call the analyst whose name and telephone number appear at the bottom of the Recap. If the transmission is interrupted or if it is of poor quality,please notify us immediately by calling 11111 (212) 553-4459 and asking for Richard Van Slyke. DCIYI DI • r,. [Avr% ioicvvjici svi r r iv i i vv r I •wrm , "..��, _ . . _ . ___ . .. — M toOdy 1 ti , iicipul 111111 Daily Rating Recap Southlake, Texas Rating date: October 11, 1993 Moody's rating:A(rvisod from Baal) $6,435,000 General Obligation Refunding and Improvement Bonds, Series 1993 $745,000 Public Property Finance Contractual Obligation,Series 1993 Sole: $7,180,000 sional-type employment opportunities in the Dal- Date of Sale: October 14 las-Fort Worth metro area. Typo: Negotiated •Current levels of debt are adequately managed given Underwrlter: Stephens,Inc.,Little Rock, the level of consistent growth.Substantial amounts of Security: General obligation,limited tax, overlapping debt,reflecting mostly debt of one of the Use of Proceeds: To refund a portion of the city's overlapping school districts,contribute to the above outstanding obligations and to fund street improvements. .average level of debt.Debt amortization remains Last Rating change: No change. below average. Credit Comment: The revision of the city's general •Financial operations are well maintained with satis- obligation bond rating from Deal to A, reflects the factory levels of General Fund reserves and excellent following: total property tax collections.Good levels of eco- ■This moderately sized wealthy suburban city exhibits nomic growth are indicated by increasing sales tax strong tax base growth.Residential development over receipts.Financial operations,which are mostly prop- the past several years contributes to tax value erty tax-supported,continue to improve ill increases. A continued positive trend of construction strafe stability,given the growth in the and nity. is expected.Residents reportedly find profes- and demon om analyst: Juist Hinds (212) 553-4424 The informedan hereto ha.been obtained from sources believed to be mama;and reliable,but because of the possibility ofhtunan and meohemeal error,its accuracy or completeness is not guaranteed.Moody's ratings aro opinions.not ree:ommendattonc to buy or soli,and their accuracy la not guaranteed-A rating should be weighed solely m one factor la an lnveetmeet declaim, and you should make your own study and evaluation of any issuer whose securities or debt obligations you consider buying or selling.Must Issuers of oorporete bonds,municipal bonds and noire,preferred stook,and commercial paper which are rated by Moody's Investors Service,Inc.have,prior to race ving the rating,agreed to pay a fee to Moody'a for the appraisal and rating services.The fee raagos from S1,000 to$125,000. Copyright e I993 by Moody'►Iaveatasa Service,Inc.Publishing mid executive offices at 99 Church Stoat,New York,NY 10007 JAPANESE VISIT November 11 - November 13, 1993 Scheduled Activities Thursday, November 11, 1993 8:57 a.m. Arrive DFW Airport Sister Cities Welcome 9:30 a.m. Hotel Check In Marriott Solana 10:30 a.m. City Hall City Staff ✓Meet Staff (Emphasis: Planning) /Tour City 12:00 p.m. Informal Lunch at City Hall Council/Staff 2:00 p.m. North Central Texas Council of Gov'ts Shana Rice 3:30 p.m. Return to Hotel/Free Time 7:00 p.m. Ducks Unlimited Banquet Mayor Fickes Friday, November 12 7:00 a.m. Breakfast w/Grapevine Southlake Rotary P. Catton 9:00 a.m. Visit Las Colinas Sister Cities 12:00 p.m. Lunch - Chamber Exec. Committee Marriott Solana 2:00 p.m. Fort Worth Stockyards Sister Cities 6:30 p.m. Carroll ISD Football Game Sister Cities Saturday, November 13 8:12 a.m. Depart DFW Airport Sister Cities City of Southlake,Texas MEMORANDUM CITY MANAGER /.2-/ •9341-1 October 12 , 1993 TO: Curtis E. Hawk, City Manager FROM: Sandra L. LeGrand, City Secretary SUBJECT: Trash Accumulation on Private Property from Timarron Development On Friday afternoon, October 8, 1993 , Mr. Sam Burnitt, 921 South White Chapel Blvd. , came to City Hall, bringing me a large bag of "trash" which he removed from his yard. He stated he is tired of picking up trash which has blown onto his yard by the builders and developers in the Timarron Addition. He went on to say he has presented bags of "Trash" to the secretary in the office of Timarron, in Southlake, and for awhile the trash did not blow into his yard, then it started up again. So, this time he brought the trash to city hall, and he stated he wanted it stopped, he is tired of picking up the trash, adding, he does not mind if the builders go over his fence to pick it up, he just wants it picked up. I called the secretary in Southlake, and she indicated she would have Susan Evans talk with the builders about this matter, once again. Mr. Burnitt lives on South White Chapel Blvd. , and I feel the trash is blowing over his rear fence into his pasture. /sl City of Southlake,Texas MEMORANDUM October 8, 1993 TO: All Employees 'VierFROM: Kim Bush, Secretary to the City Manage SUBJECT: Flu Shots Again this year the Southlake Medical Clinic will be administering flu shots for all City of Southlake employees at no charge. Date : October 21, 1993 Time : 2 :30 p.m. - 4 : 00 p.m. Place: City Council Chambers If you plan to participate, please sign below and return to the City Manager' s office no later than Tuesday, October 19 . /kb Yes I would like to receive a flu shot . Employee Signature r- • - City of Southlake,Texas MEMORANDUM October 14, 1993 To: All Employees From: Curtis E. Hawk, City Manager Subject: 1993 United Way Campaign On behalf of the Metropolitan Tarrant County United Way, I want to thank each and every one of you for your participation in the City' s campaign. We had a fantastic campaign, raising $6,933 for United Way-funded services which strengthen families, promote self- sufficiency, improve health and help those who really need it . Sixty (60) employees made contributions, which is 68% of the City' s total workforce. Thirty of you were Fair Share/Top Hand givers. The per capita contribution was approximately $79 . These numbers show that City employees really care about the need in Tarrant County, and are generous in their efforts to do something about it. Again, thank you for your kindness. CEH • City of South lake,Texas 44 MEMORANDUM CITY MANAGER October 15, 1993 0-15 -M ; TO: Curtis E. Hawk, City Manager FROM: Malcolm Jackson, Director, Police Services SUBJECT: U.S. Department of Justice Police Hiring Program Attached is a resolution in support of the United States Department of Justice Police Hiring Program and authorizing the Police Services Division to apply for Federal grant funding. This three (3) year grant program provides partial funding to hire an additional officer to address innovative crime prevention and community resource projects . The application requests approximately $75, 000 in Federal grant funds, which is the maximum amount for which we are eligible. These funds are to be used to augment the salary and related benefit costs for one officer. If the Federal funding assistance is awarded to the City there is no requirement for the City to accept the funds. I am available for any questions or comments that you might have. MJ/mr Attachment cc : Director Billy Campbell wp\Memo\HirgGrnt.Po1 l,lfy outnlake, 1 exas RESOLUTION NO. 93-60 A RESOLUTION, OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, . IN SUPPORT OF THE 1993 POLICE HIRING SUPPLEMENT PROGRAM. WHEREAS, the City Council of the City of Southlake concurs with President Bill Clinton' s efforts to make America' s neighborhoods safe places in which to grow, live, and work, and WHEREAS, the Department of Justice has established a Police Hiring Supplement Program designed to assist in communities in the development of innovative, locally designed, long-term public safety plans, by making funding available to support additional officers to serve the needs of the communities, and WHEREAS, the objectives of such public safety programs have been identified as the need to prevent crime, promote problem-solving, and enhance public safety, and WHEREAS, the City of Southlake is a small, but rapidly growing community with a need to provide a pro-active crime prevention community resource program during its incipient development and lacking sufficient funding at the current time to fully fund the position, and WHEREAS, the City of Southlake agrees to provide the necessary equipment, supplies, and its percentage of the salary costs in so far as local budgetary allocation permit to augment a pro-active crime prevention community resource program, and WHEREAS, the City of Southlake agrees to conform to all of the requirements of the Police Hiring Supplement Program upon being awarded such financial assistance with the intent and desire to continue a pro-active crime prevention community resource program over a long term in so far as local budgetary allocation permit, NOW, THEREFORE, BE IT RESOLVED, by the City of Southlake, that the City Council of Southlake, Texas sup_orts the Police Hiring Supplement Program, and authorizes the Southlake Department of Public Safety, Police Services Division, to apply for grant funding to support a pro-active crime prevention community resource program officer. • PASSED AND APPROVED THIS THE DAY OF , 1993 . CITY OF SOUTHLAKE, TEXAS • • ATTEST: Gary Fickes, Mayor Sandra L. LeGrand City Secretary APPROVED AS TO FORM: City Attorney b:93-60.RES/ORD&RES/kb City of Southlake,Texas MEMORANDUM October 13, 1993 TO: Curtis E. Hawk, City Manager FROM: Karen P. Gandy, Zoning Administrator SUBJECT: ZA 93-69 Rezoning of 1.00 Acre Tract REQUESTED ACTION: Rezoning request for 1.00 acre, being the southern portion of a 1.959 acre tract situated in the O. W. Knight Survey, Abstract No. 899, Tract 2B3C. This site will be known as Lot 3, O. W. Knight Addition when filed of record at Tarrant County. LOCATION: West side of Buttercup Lane, North of Lilac Lane OWNER/APPLICANT: Richard and Debbie Garrett CURRENT ZONING: "AG" Agricultural REQUESTED ZONING: "SF-1A" Single Family-lA Residential LAND USE CATEGORY: Low Density Residential NO. NOTICES SENT: Four (4) /� RESPONSES: One in favor: Thomas Watson, 286 Lilac Ln. P & Z ACTION: September 23, 1993; Approved (6-0) COUNCIL ACTION: October 5, 1993; Approved (6-0) , First Reading, Ordinance No. 480-96. KPG • c:\wpf\memo\cases\za93-69.zon , /� - ' .• ill/ t''�r1... ;2j1.l-,{!' I 01 =At. 11111 Iminownii tom+ . i 1. IP.WI.1411W11111 3- 111m1 M liiir011l g ...A.,......„,,:..,...,,...,.x.! a!LL21�+r�:1� Ti• •1� 'Is31PI( I1i ' .sInk All i 71A • A-4M,, , l . is la • ill IIIPON41/51111-1111— 111111141 sin ' s:2 MI EM,r,,Aik\lirliams.... — . 2 3131 XII 3C ass x PaliV424,:rj11111111111r rea--Ivit.aorr3A Lip \ 4C t zc ill = N s SE SD SDI SO2 SC 3A w 3C a 1 Isil r . Illtile v . al''' i ? . r sot a. i r r lit ® o i m nz i_ ! i Y ,� © iAm 7A2 ?l5 7Al II IM IV.' .r'i •�. 7A19 /+ • • •U,1' • C 3 • 19 40 III A "' �►�! -, �q M p.p q5} • 20 1414 X .11 2r2A Nis" ` IliI% tC If �� I . 28 ffi3A 783C fir 1�E®IAfY W. KNIGHT 1' IN , 1 OW :8 sE so 2111 I IL .1110 MI .. 5` Illtim a in za \i/M 1 ____I .i -045 Ai iii# 6,3 CRY I taiL rr',If � x-;• If in— .--.3., . .....,..., . 7. Ill 1111.19 �,l -, y234 Ern x `' x1 xs j- , 2 g�T 1A' � :W4 f 41 TRACT LOCATION MAPS �� an Pitt .,.., l .M,1 m l3MINF i'i RAC A_797 . . .� - TR 2A2 l " 1.19 AC \ ' a \ . .. TR 2A3 TR 2A18 20.0 AC 11 A .97 AC S. J r. \� / 1 ._. - TR 2A5 1 ~'� 6.05 AC `•^- s.o `..—:,V \, 1. ... / TA2 (( fl .,. , I 21.0 AC `�� SB LNG � TIIRARRON LARD CORi —u 1.722 1 ' SpA 0 .p,C�, g 6 a l'Ik:. o "R-PUD" '{ ZBMAnnON i.'S Ian, - i /� ,{'�N 1 J f� vY 2A 1.25.6 399 "R PUD" �(�A g9 .584 a„ TR 282 AC /•1 "' 20.09 AC �.11 A i I- \ 0 ---.1 McComas. MI - TIMAn[10N .AND cony. /7 1 CE II "R-PUD" i— TR 2B $ TR 2B3A $ Q. ' 5.1 AC 2.33 AC •, ,1 r ‘16 ° 1,11611 Ili'l . F "nr-IA" --1 • U. tiv+ • m NQ. MA 130H. 1 ( ... ! LILAC LN _,�— ----- \... \ l 316 11' I\ �'�. _ "R-?UD" \. ADJACENT OWNERS & ZONING r". TR 2C1 TR 2C1L / 30.65 AC TR 2:2 8.15 AC /\ 10.16 AC . (7.15 AC) (1.0 AC) l l-._'- /'j 1 i 'N~ /./ _rN CITY OF SOUTHLAKE,—TEXAS ORD NANCE NO. 480-96 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR <•TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING �. APPROXIMATELY A 1 . 00 ACRE TRACT OF A LARGER 1 . 959 ACRE / TRACT OF LAND OUT OF THE O.W. KNIGHT SURVEY, ABSTRACT NO. 899, TRACT 2B3C, AND MORE FULLY AND COMPLETELY DESCRIBED f IN EXHIBIT "A" FROM "AG" AGRICULTURAL TO "SF-1A" SINGLE FAMILY-lA RESIDENTIAL SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule City acting • de• .i.t.s_Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter,211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of buildings, other structures and land for business, industrial, residential and other purposes, and to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and WHEREAS, the hereinafter described property is currently zoned as "AG" Agricultural under the City' s Comprehensive Zoning Ordinance; and WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street loading C:\ORD\ZONING\480.96 Page 1 �( I spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over- crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over-crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS : Section 1. That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being approximately a 1. 00 acre tract of a larger 1 . 959 acre tract of land out of the O.W. Knight Survey, Abstract No. 899, Tract 2B3C, and more fully and completely described in Exhibit "A, " attached hereto and incorporated herein. ri C:\ORD\ZONING\480.96 A r5 Page 2 . From "AG" Agricultural to "SF-1A" Single Family-1A Residential . Section 2 . That the City Manager is hereby directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. Section 3 . That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas . All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. Section 4 . That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over-crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, water, sewerage, drainage and surface water, parks and other commercial needs and development of the community. They have been made after ,a full and complete hearing with reasonable consideration among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5 . That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance . Section 6 . That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. Section 7 . Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2, 000 . 00) for each offense . Each day that a violation is permitted to exist shall constitute a separate offense . Section 8 . All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting zoning which have accrued at the time of the effective date of this ordinance; and, as to such accrued C:\ORD\ZO!ING\480.96 �J 1 r/ Page 3 i violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts . Section 9 . The City Secretary of the City of Southlake is hereby directed to publish the proposed ordinance or its caption and penalty together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3 . 13 of the Charter of the City of Southlake . Section 10 . This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED on the 1st reading the day of , 1993 . MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED on the 2nd reading the day of , 1993 . MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY DATE: ADOPTED: EFFECTIVE: C:\ORD\ZONING\480.96 ri �!� Page 4 I EX=:IEIT "A" Proposed Lot 3, O. W. KNIGHT No. 899 ADDITION Description for a tract of land situated in the O. W. Knight Survey, Abstract 899, County of Tarrant, and being more particularly described as'follows: COMMENCING at a I" iron pin found for the northeast corner of a 5.2 acre tract of land described in a deed to Billy D. Mitchell, et ux, recorded in Volume 4447, Page 731, Deed Records, Tarrant Country, Texas, said pin also lying in the west line of Buttercup Road, as described in Volume 5215, Page 817, Deed Records, Tarrant County, Texas; Thence South 01 degree 27 minutes 00 seconds East a distance of 148.79 feet along the east line of said Mitchell tract and along the west line of Buttercup Road to a 1/2" iron pin set with cap marked, "AREA SURVEYING"for the POINT OF BEGINNING of the herein described tract; THENCE South 01 degree 27 minutes 00 seconds East a distance of 152.71 feet, continuing along the east line of said Mitchell tract and along the west line of Buttercup Road to a to a 1/2" iron pin found; THENCE North 89 degrees 38 minutes 11 seconds West a distance of 286.63 feet to a 3/8" iron pin found in the east line of a 2.33 acre tract of land described in a deed to Marrion McCombs, et ux, recorded in Volume 6667, Page 868, Deed Records, Tarrant County, Texas; THENCE North 00 degrees 31 minutes 00 seconds West a distance of 152.65 feet along the east line of said McCombs tract to a 1/2" iron pin set with cap marked, "AREA SURVEYING"; THENCE South 89 degrees 38 minutes 11 seconds East a distance of 284.14 feet to the POINT OF BEGINNING, said desf-:bed tract containing 1.000 acre of land. C:\ORD\ZONING\480.96 (� — Page 5 'f ' a City of South lake,Texas MEMORANDUM October 13, 1993 TO: Curtis E. Hawk, City Manager FROM: Karen P. Gandy, Zoning Administrator SUBJECT: ZA 93-70 Rezoning of 0.959 Acre Tract REQUESTED ACTION: Rezoning request for 0.959 acres, being the northern portion of a 1.959 acre tract, situated in the O. W. Knight Survey, Abstract No. 899, Tract 2B3C. This site will be known as Lot 4, O.W. Knight No. 899 Addition when filed of record at Tarrant County. LOCATION: West side of Buttercup Lane, North of Lilac Lane OWNER/APPLICANT: Richard and Debbie Garrett CURRENT ZONING: "AG" Agricultural REQUESTED ZONING: "SF-20B" Single Family-20B Residential LAND USE CATEGORY: Low Density Residential NO. NOTICES SENT: Four (4) RESPONSES: One in favor: Thomas Watson, 286 Lilac Ln. P & Z ACTION: September 23, 1993; Approved (6-0) COUNCIL ACTION: October 5, 1993; Approved (6-0) , First Reading, Ordinance No. 480-97. STAFF COMMENTS: This proposed lot is the site of the Garrett's existing home. They have requested this zoning so that the existing home will be conforming with the 1, 500 s.f. minimum rather than the 1, 800 s.f. required in the "SF-30" district. Kirk Fuqua with Tarrant County Health Department has approved the existing septic system with the proposed lot size and configuration. • KPG c:\wpf\memo\cases\za93-70.zon r13I . :diva 44 ilitesil. mi ,�. ,iiiia 1.2- 1;EIIAL. wommus• `'..,,:t%fir im rim fa ra mg ,la ...(211 --—--2 arainierigor,. -lin i � � I.��l� �. air � ■ -2.....eo•Limm,,.■,07 ,n4,g'44millirliimmilartiii:Wi IS 1.1.-:' . ' AP 1... .714iiiimmillikillilltillt: FEAMIIKEV-411Pro ma'lie . - immiimimagiiiiia • ul MIIIIMII - ... t a : lit. 14...„... . . B,„}„ ,_.. .e. ,., LL. . 1 ..simm III.. , . .." A-'3a 371 ' • kik INIISCLINTI II 4 .11#1171.1. 11.110 DlilliTipla III 'WAIT. 51111111111111111111 . f to , .4.1 t.. �. x, X . 33 .,10'.* OrA Alt illi um . :4 11,,.Pn.'. initiriiit,A.MwIRJ. !PI = . .. _ _ _ d'. _if itT7ii vAlp iimi 1 ill 441g-P40 i ifi! ... vlit64 Fia, Irt., t if 2,42 2.A10 2A] 2 r"Jili 3 1 .E.v A ;• ! �� lli rl,1� ill 1 1101 „of it if if m art 4 �I I h I AM �F; :, ®1:. . _ •Wail I. 2.7] • + A-Sft A I x �� IC?A 2C1 iM • • r MI .N ,.:, sc-2[11111 2 tit ' xi Ale p m a L 4 sk- I ,4 . .7 . Gog I eitgg 0'11. PI 5 w in cli IA 18 1C Ilit-1°11,‘.. 1 .....”. ' ill • b Rgiell.71t viva 114J zu n o1F'=�i!' TRACT LOCATiON �� MAP \ . i do vie 13IifJI!j . I • I ■.■ a®L�dII�IGSW®F;�b ��r 417F . ■ ovai •. •10Pb I 1 • r._, ini1p. 2e iskolho [3UNE1'1 �� snc A-n7 CIO O. - _ I ....L, I 1....! I .)..11 l a... ' .U.. L. TR 2A2 L ; 1.19 AC a.. TR 2A3 TR 2A1B 20.0 AC \(1 R .97 AC �• \,\ .J' '---..... ' t TR 2A5 .J ��, 6 ~�' .05 AC ' y ro.o \ r— . —�.`. i 4 q I .10 f//.�,� ;'(.a Al: �� 106 i1MAAnoN LAND CORE 1.722901 A��E 5 1. g O EEK ... V It BHT J.IMAanoN I. G rpm j �� 584 i 296 399�'"R-PUD" TR 2B2 Q CUR E9 w "AC •� l 20:09 AC P� 1 .Y MO � �,> I ` v MCCOMBS. MI TIMAnnct AHD CoRP.. \. r'7 "AG" CD \ I Q R "R-PUD" \-..%� TR 2B $ TR 2B3A 1 - n. 5.1 AC 2.33 AC D U a T - al6 ' . � p NN0. wATSO . T �,� MS 01 LILAC LN \_. . L. PO o. D 1 !1 1. • ADJACENT OWNERS & ZONING '--. •'� �'i TR 2C1 TR 2C1R 30.65 AC TII .' R in AC 10.th AC (7.15 AC) (1.0 AC) r`•�.J \ • . /.,' 1 J �/ f 5 CITY OF SOUTHL-AKE;`TEXAS '--,, ORDINANCE NO. 480-97 �� AN ORDINANCE ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE\ TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR \ TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS, BEING APPROXIMATELY A 0 . 959 ACRE TRACT OF A LARGER 1 . 959 ACRE TRACT OF LAND OUT OF THE O.W. KNIGHT SURVEY, ABSTRACT NO. 899, TRACT 2B3C, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL TO "SF-20B" SINGLE FAMILY-20B RESIDENTIAL SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC I INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS O_+cDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; K,,..._ PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of- SouShlake, Texas is a home rule City acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter 211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of buildings, other structures and land for business, industrial, residential and other purposes, and to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and WHEREAS, the hereinafter described property is currently zoned as "AG" Agricultural under the City' s Comprehensive Zoning Ordinance; and WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street loading C:\ORD\ZON iiG\480.97 7 f'1_4 Page 1 v spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over- crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over-crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS : Section 1 . That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being approximately a 0 . 959 acre tract of a larger 1 . 959 acre tract of land out of the O.W. Knight Survey, Abstract No. 899, Tract 2B3C, and more fully and completely described in Exhibit "A, " attached hereto and incorporated herein. C:\ORD\ZONING\480.97 U Page 2 L a From "AG" Agricultural to "SF-20B" Single Family-20B Residential . Section 2 . That the City Manager is hereby directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. Section 3 . That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas . All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. Section 4 . That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over-crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, water, sewerage, drainage and surface water, parks and other commercial needs and development of the community. They have been made after a full and complete hearing with reasonable consideration among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5 . That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance . Section 6 . That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. Section 7 . Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2, 000 . 00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. Section 8 . All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting zoning which have accrued at the time of the effective date of this ordinance; and, as to such accrued C:\ORD\ZONING\480.97 • E5- Page 3 violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. Section 9 . The City Secretary of the City of Southlake is hereby directed to publish the proposed ordinance or its caption and penalty together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3 . 13 of the Charter of the City of Southlake. Section 10 . This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED on the 1st reading the day of , 1993 . MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED on the 2nd reading the day of , 1993 . MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY DATE: ADOPTED: EFFECTIVE: C:\ORD\ZONING\480.97 /713 "7 Page 4 EXHIBIT "A" Proposed Lo: 4, O. W. KNIG1-IT No. Sci9 ADDITION Description for a tract of land situated in the O. W. Knight Survey, Abstract 899, County of Tarrant, and being more particularly described as follows: BEGIN LYG at a I" iron pin found for the r.ortreast corner of a 5.2 acre tract of land described in a deed to Billy D. Mitchell, et ux, recorded in Volume 4447, Page 731, Deed Records, Tarrant County, Texas, said pin also lying in the west line of Buttercup Road, as described in Volume 5215, Page 817, Deed Records, Tarrant County, Texas; THENCE South 01 degree 27 minutes 00 seconds East a distance of 148.79 feet along the east line of said Mitchell tract and along the west line of Buttercup Road to a 1/2" iron pin set with cap marked, "AREA SURVEYING"; THENCE North 89 degrees 38 minutes 11 seconds West a distance of 284.14 feet to a 1/2" iron pin set with cap marked, "AREA SURVEYING" in the east line of a 2:33 acre tract of land described in a deed to Marrion McCombs, et ux, recorded in Volume 6667, Page 868, Deed Records, Tarrant County, Texas; THENCE North 00 degrees 31 minutes 00 seconds West a distance of 146.62 feet along the east line of said McCombs tract to a 2'fence post; THENCE North 89 degrees 56 minutes 04 seconds East a distance of 281.69 feet to the POINT OF BEGINNING, said described tra,:containing 0.959 of an acre of land. ` �Cr C:\ORD\ZONING\480.97 Page 5 City of Southlake,Texas ,4 CITY MANAGER MEMORANDUM 4111 I rt--1A-ct.3 ,f- IF October 12 , 1993 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance 595 - Public Property Finance Contract Obligations The •FY93-94 General fund budget includes $720, 000 in capital equipment that has been scheduled to be funded through issuance of a Public Property Finance Contract Obligation. This Obligation is to be paid back over a 5 year period. It is estimated that the ' principal amount of the Obligation will be $745, 000 which will include costs of issuance. The Contract Obligation will be issued at the same time as the scheduled refunding of General Obligation Debt and issuance of $3 million in street General Obligation bonds . With a Contract Obligation, the proceeds are held by an escrow, or paying agent, and the City requests funds for purchase of specified equipment . The City Council approved this ordinance on first reading September 1110 21 . First Southwest Company has scheduled the negotiation and sale of the obligations and bonds for _Thursday, October 14 . Please place Ordinance 595 on the October 19 City Council agenda for approval . LAH bnds9932 • g. a 5 ORDINANCE NO.�^-'`- 7 `���``_ 1111 AN :ORDINANCE approving and authorizing the execution / and delivery of "CITY OF SOUTHLAKE, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES / 1993"; specifying the terms of such contracts; !/ making provisions for the payment thereof; and resolving other matters incident and related to the execution, performance and payment of such contracts, including the approval and execution of i a Paying Agent/Registrar Agreement and a Purchase / Contract for the acquisition of property and the / approval of an Official Statement; and providing an effective date. cant to V.T.C.A. , Local Government Code, Subchapter A of Chapter 271 (the Public Property Finance Act) , the City Council is authorized and empowered to execute, perform and make payments under contracts with any person for the use, acquisition or purchase of personal property; and WHEREAS, in accordance with the provisions of the Public Property Finance Act, the City Council hereby finds and determines that the acquisition, use or purchase of certain items of personal property identified in Exhibit A attached hereto, or such other personal property, appliances, equipment, furnishings, or interests 1111 therein, considered by the City Council to be necessary, useful and/or appropriate for purposes of the City, should be financed under and pursuant to one or more contractual obligations to be executed and delivered on the terms and in the form hereinafter prescribed; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Contract Authorization - Contract Amount - Property Identification. Contracts, aggregating in amount $745,000 (the "Aggregate Contract Amount") and entitled "City of Southlake, Texas, Public Property Finance Contractual Obligations, Series 1993" (the "Contractual Obligations" or the "Contracts") shall be and are hereby authorized to be executed and delivered with the Initial Contracting Party (hereinafter identified in Section 15 hereof) , and the assigns thereof, to finance the use or the purchase or other acquisition of personal property identified in Exhibit A attached hereto and incorporated herein by reference as a part of this Ordinance for all purposes, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and/or appropriate for purposes of the City (the "Property") ; all in 0117954 11/1 . accordance with and pursuant to authority conferred by the laws of 1111 the State of Texas, particularly the Public Property Finance Act. SECTION 2 : Fully Registered Form - Contract Date - Authorized Amounts-Installment Payments-Interest Rates. The Contracts shall be made, executed and delivered in fully registered form, bear a date of October 1, 1993 (the "Contract Date") , and, except for the Initial Contracts authorized in Section 7 hereof, shall be in authorized amounts of $5, 000 or any integral multiple thereof (not to exceed an Installment Amount) , and the Aggregate Contract Amount shall be payable in annual installments (the "Installment Amounts") on August 15 in the amounts and interest shall accrue on such Installment Amounts at per annum rate(s) as follows: Interest Payment Date Installment Amount Rate(s) 1994 $130, 000 • % 1995 55, 000 % 1996 125, 000 % 1997 140, 000 % 1998 145, 000 % 1999 150, 000 Interest on the unpaid Installment Amounts shall accrue from the Contract Date (calculated on the basis of a 360-day year of 4111 twelve 30-day months) and such interest shall be payable on February 15 and August 15 in each year, commencing August 15, 1994. SECTION 3 : Terms of Payment-Paving Agent/Registrar. The Installment Amounts on each Contract and the interest thereon shall be payable only to the registered contracting party or person (hereinafter called the "Contracting Party") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and such Installment Amounts and the interest payable thereon shall be payable in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and without exchange or collection charges to the Contracting Party. The selection and appointment of Texas Commerce Trust Company, National Association to serve as Paying Agent/Registrar for the Contracts is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Contracts (the "Contract Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" , substantially in the form attached hereto as Exhibit B, and such reasonable rules and 0117954 ill -2- r a J regulations as the Paying Agent/Registrar and the City may 1110 prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such Agreement in connection with the delivery of the Contracts. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Contracts are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified to perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Contracts, the City agrees to promptly cause a written notice thereof to be sent to each Contracting Party by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. The Installment Amounts shall be payable when due only upon the presentation and surrender of the Contracts to the Paying Agent/Registrar at its principal offices in Dallas, Texas (the "Designated Payment/Transfer Office") . Interest on the Installment Amounts shall be paid to the Contracting Parties which appear in the Contract Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Contracting Party. If the date for the payment of an Installment 4111 Amount or interest thereon shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the office of the Paying Agent/Registrar designated for the payment and assignment of the Contracts is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Contracting Party appearing on the Contract Register at the close of business on the last business day. next preceding the date of mailing of such notice. 0117954 1111 -3- • 0 , SECTION 4: Non-Optional. The Contracts shall not be subject • to prepayment prior to their Payment Dates at the option of the City. SECTION 5: Assignment - Registration-Transfer-Exchange of Contracts. The Paying Agent/Registrar shall obtain, record, and maintain in the Contract Register the name and address of each and every Contracting Party to a Contract executed and delivered under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Contract may be assigned, transferred or exchanged for Contracts of other authorized amounts by the Contracting Party, in person or by his duly authorized agent, upon surrender of such Contract to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of assignment and transfer or request for exchange duly executed by the Contracting Party or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Any Contract to be assigned and transferred shall be surrendered to the Paying Agent/Registrar and, upon its receipt and cancellation, the Paying Agent/Registrar shall register and_ deliver, in the name of the designated assignee or transferee, one or more new Contracts of authorized amounts and, except for the assignment and transfer of the Initial Contract by the Initial Contracting Party, having the same Payment Date and of a like Installment Amount as the Contract or Contracts surrendered for assignment and transfer. 4111 Contracts may be exchanged for Contracts of other authorized amounts and having the same Payment Date, bearing the same rate of interest and of like aggregate Installment Amount as the Contracts surrendered for exchange, upon surrender of the Contracts to be exchanged to the Paying Agent/Registrar. Whenever any Contracts are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Contracts to the Contracting Party requesting the exchange. When a Contract has been duly assigned and transferred or exchanged, the new Contract or Contracts registered in such assignment and transfer or exchange shall be delivered to the Contracting Party at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Contracting Party, and, upon the registration and delivery thereof, such Contracts 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 Contracts surrendered in such assignment and transfer or exchange. All transfers or exchanges of Contracts pursuant to this Section shall be made without expense or service charge to the 0117954 4111 -4- 0 1 Contracting Party, except as otherwise herein provided, and except 4111 that the Paying Agent/Registrar shall require payment by the Contracting Party requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Contracts cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Contracts, " evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Contract or Contracts registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Contracts" shall • include any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Contract shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Contract. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3 and 5 hereof relating to the payment, and transfer/exchange of the Contracts, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC) , a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying S Agent/Registrar and DTC (the "Depository Agreement") relating to the Contracts. Pursuant to the Depository Agreement and the rules of DTC, the Contracts shall be deposited with DTC who shall hold said Contracts for its participants (the "DTC Participants") . While the Contracts are held by DTC under the Depository Agreement, the Holder of the Contracts on the Contract 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 Contract (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 Contracts 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 Contracts, the City covenants and agrees with the Holders of the Contracts to cause Contracts to be printed in definitive form and provide for the Contract certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Contracts in definitive form 0117954 11/0 -5- G 3 shall be assigned, transferred and exchanged on the Contract 4111 Register maintained by the Paying Agent/Registrar and payment of such Contracts shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution - Registration. The Contracts shall be executed on behalf of the City by the Mayor, with the seal of the City reproduced or impressed thereon and countersigned by the City Secretary. The signature of such officers on the Contracts may be manual or facsimile. Contracts bearing the manual or facsimile signatures of the persons holding such offices on the Contract Date shall be deemed to be duly executed on behalf of the City, notwithstanding a change in persons holding such offices at the time of delivery of the Contracts to the Initial Contracting Party and with respect to Contracts delivered in subsequent assignments and transfers or exchanges. No Contract shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless the registration certificate appearing on the Contracts to be signed by the Comptroller of Public Accounts of the State of Texas (substantially in the form provided in Section 9C) and/or the Paying Agent/Registrar (substantially in the form provided in Section 9D) , either or both such certificates, as the case may be, are manually executed by an authorized officer, employee or representative of the Comptroller of Public Accounts and/or the Paying Agent/Registrar, and such registration certificate, either 4111 or both, upon any Contract when duly executed by the Comptroller of Public Accounts and/or the Paying Agent/Registrar, as the case may be, shall be conclusive evidence, and the only evidence, that such Contract has been duly certified, registered and delivered. SECTION 8: Initial Contracts. The Contracts herein authorized may be initially executed and delivered as a single fully registered Contract in the Aggregate Contract Amount with Installment Amounts to become due and payable as provided in Section 2 hereof and numbered T-1 and registered in the name of the Initial Contracting Party or the designee thereof. Such single fully registered Contract shall be 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 Contracting Party. Any time after the delivery of such single fully registered Contract, the Paying Agent/Registrar, pursuant to written instructions from the Initial Contracting Party, shall cancel such. obligation and exchange therefor Contracts of authorized amounts and in Installment Amounts with Payment Dates and bearing applicable interest rates for transfer and delivery to the. Contracting Parties named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from 0117954 • -6- {c -1 0 1 • the initial Contracting Party and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Contracts, 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 the Contracts, 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 and such legends and endorsements (including insurance legends in the event the Contracts, or any installment amounts thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon ,as may, consistently herewith, be determined by the officers executing and delivering such Contracts as evidenced by their execution. The Contracts shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Contracts as evidenced by their execution, but the single fully registered obligation authorized in Section 8 hereof may be typewritten or photocopied or otherwise reproduced. B. General Contract Form. REGISTERED REGISTERED 0 NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1993 Contract Date: Interest Rate: Payment Date: CUSIP NO: October 1, 1993 Contracting Party: Installment Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City") , a body corporate and municipal corporation in the County of Tarrant, State of Texas, hereby agrees and promises to pay to 0 0117954 a _ the order of the Contracting Party named above, or the registered • assigns thereof, the Installment Amount hereinabove stated on the Payment Date specified above (without right of prepayment) and to pay interest on such unpaid Installment Amount from the Contract Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing August 15, 1994. The Installment Amount is payable on the Payment Date noted above to the Contracting Party upon presentation and surrender of this Contract to the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the Contracting Party of this obligation (or one or more Predecessor Contracts, as defined in the Ordinance hereinafter referenced) who appears on the "Contract Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date" , which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of such Contracting Party recorded in the Contract Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Contracting Party. The Installment Amount of this Contract and interest thereon shall be paid without exchange or collection charges to the Contracting Party and in any coin or currency of the United States of America IIIwhich at the time of payment is legal tender for the payment of public and private debts. This Contract is one of a number of contracts aggregating in amount $745, 000 (herein referred to as the "Contracts") , executed and delivered to finance the acquisition, use or purchase of personal property, under and in strict conformity with the Constitution and laws of the State of Texas, particularly the Public Property Finance Act (V.T.C.A. , Local Government Code, Subchapter A of Chapter 271) and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance") . This Contract is an obligation of the City payable from the pledged 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 all of the provisions of which the Contracting Party by the acceptance hereof hereby agrees, for definitions of terms; the description of and the nature and extent of the taxes pledged for the payment of the Contracts; the terms and conditions relating to the assignment and transfer of this Contract; the conditions upon which the Ordinance may be amended 410 0117954 J -8- It -i O , or supplemented with or without the consent of the Contracting • Parties; the rights, duties, and obligations of the City and. the Paying Agent/Registrar; the terms and provisions upon which this Contract may be discharged at or prior to its Payment Date, and the obligation evidenced by the Contracts cease to exist as an obligation of the City; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Contract, subject to certain limitations contained in the Ordinance, may be assigned and transferred on the Contract Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered party hereof, or his duly authorized agent. When a transfer on the Contract Register occurs, one or more new fully registered Contracts with the same Payment Date, in authorized amounts, bearing the same rate of interest, and of the same Installment Amount will be delivered by the Paying Agent/Registrar to the designated assignee or assignees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered party whose name appears on the Contract Register (i) on the Record Date as the Contracting Party entitled to payment of interest hereon, (ii) on the date of • surrender of this Contract as the Contracting Party entitled to payment of the Installment Amounts on the Payment Date, and (iii) on any other date as the Contracting Party to notify for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Contracting Party appearing on the Contract Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the execution and delivery of the Contracts is duly. authorized by law; that all 0117954 III -9- 7iO acts, conditions and things required to exist and be done S precedent to and in the execution and delivery of the Contracts 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; and that due provision has been made for the payment of the Contracts and interest thereon as aforestated. In case any provision in this Contract 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 Contract 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 Contract to be duly executed under the official seal of the City as of the Contract Date. CITY OF SOUTHLAKE, TEXAS ATTEST: Mayor 1110 . City Secretary (SEAL) 0117954 11/1 -10- 7e . 1l C. *Form of Registration Certificate of Comptroller S of Public Accounts to appear on Initial Contract only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Contract 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 Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Omit on definitive Contracts 0 D. Form of Certificate of Paying Agent/Registrar to appear on definitive Contracts. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Contract has been duly delivered and registered under the provisions of the within-mentioned Ordinance; the contract or contracts initially executed and delivered by the City 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 principal offices of the Paying Agent/Registrar located in Dallas, Texas, is the "Designated Payment/Transfer Office" for this Contract. Registration Date: TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION, as Paying Agent/Registrar By Authorized Signature 0117954 S -11- SE. Form of Assignment. 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 Contract and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Contract on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this Signature guaranteed: assignment must correspond with the name of the registered party as it appears on the face of the within Contract in every particular. F. The Initial Contract shall be in the form set forth in ® paragraph B of this Section, except that the form of the single fully registered Initial Contract shall be modified as follows: (i) immediately under the headings "Interest Rate and "Payment Date " shall both be omitted; (ii) Paragraph one shall read as follows: Contracting Party: Contract Amount: Dollars The City . of Southlake (hereinafter referred to as the "City") , a body corporate and municipal corporation in the County of Tarrant, State of Texas, hereby agrees and promises to pay to the order of the Contracting Party named above, or the registered assigns thereof, the Contract Amount hereinabove stated on the Payment Dates and in Installment Amounts in accordance with the following schedule: 0117954 • -12- INTEREST • PAYMENT DATES INSTALLMENT AMOUNTS RATE (Information to be inserted from schedule in Section 2 hereof) . (without right of prepayment) and to pay interest on such unpaid Annual Installment Amounts from the Contract Date at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing August 15, 1994 . The Installment Amounts are payable on the Payment Dates noted above to the Contracting Party named above or the assigns thereof by Texas Commerce Trust Company, National Association (the "Paying Agent/Registrar") , upon the presentation and surrender of this obligation, at its principal offices in Dallas, Texas (the "Designated Payment/Transfer Office") . Interest is payable to the Contracting Party whose name appears on the "Contract Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date" , which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Contracting Party. The Installment Amounts of this Contract and interest 4111 thereon shall be paid without exchange or collection charges to the Contracting Party and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Levy of Taxes. To provide for the payment of the Installment Amounts to become due and payable and the payment of the interest thereon, 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 shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay (i) the Installment Amounts to become due and payable or an amount equal to 2% of the Aggregate Contract Amount (whichever is the greater) and (ii) the accrued interest on the Installment Amounts to become due and payable; full allowance being made for delinquencies and costs of collection. Full, complete and accurate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Contracts shall be kept and maintained by the City at all times while the Contracts are Outstanding, and the taxes collected annually for the payment of the Contracts shall be 0117954 • -13- 7e `l / . deposited to the credit of a "Special 1993 Contracts Fund" (the • "Sinking Fund") maintained on the records of the City and 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 Contracts. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar, from funds on deposit in the Sinking Fund, amounts sufficient to fully pay and discharge promptly each Installment Amount and interest on the Contracts as the same accrues or becomes due and payable; such transfer 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 Payment Date and each interest payment date for the Contracts. Provided, however, in regard to the payments to become due on the Contracts on August 15, 1994, sufficient current funds will be available and are hereby appropriated to make such payments; and proper officials of the. City are hereby authorized and directed to transfer and deposit to the credit of the Sinking Fund, such current funds which, together with the accrued interest received from the initial contracting party, will be sufficient to pay the amount of the payments due on the Contracts on August 15, 1994 . SECTION 11: Mutilated - Destroyed - Lost and Stolen Contracts. In case a Contract shall be mutilated, or destroyed, 4111 lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Contract of like form and tenor, and in the same authorized amount and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed, lost or stolen Contract, only upon the approval of the City and after (i) the filing by the Contracting Party with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Contract shall be borne by the Contracting Party of the Contract mutilated, or destroyed, lost or stolen. Every replacement Contract 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 Contracts; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Contracts. 0117954 11/1 -14- SECTION 12 : Satisfaction of Obligation of City. If the 4111 City shall pay or cause to be paid, or there shall otherwise be paid to the Contracting Parties, the Installment Amounts, together with the accrued interest thereon, 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 Contracting Parties shall thereupon cease, terminate, and be discharged and satisfied. The Contracts 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 the Installment Amounts as the same shall become due and payable on the Payment Dates, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the Installment Amounts and accrued interest on and prior to each Payment Date. 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 Contracts to be treated as "arbitrage obligations" within the 4111 meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is in excess of the amounts required for the payment of the Contracts in accordance with the defeasance provisions shall be remitted to the City or deposited as directed by the City. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities" , as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective • Payment Dates, as the case may be, for the Contracts and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form. 0117954 • -15- SECTION 13 : Ordinance a Contract -Amendments - Outstanding • Contracts. This Ordinance shall constitute an agreement with the Contracting Parties from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any of the Contracts remain Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Contracting Parties, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Contracting Parties, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Contracting Parties to Contracts which are Outstanding and represent 51% or more of the aggregate Installment Amounts affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of Contracting Parties of all Contracts which are Outstanding, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the Installment Amounts and interest on the Contracts, reduce the Installment Amounts, or the rate of interest thereon, or in any other way modify the terms of payment of the Contracts, (2) give any preference to any Contract over any other Contract, or (3) reduce the aggregate Installment Amount of Contracts required to be held for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Contracts means, as of the date of determination, all Contracts theretofore delivered and registered under this IIIOrdinance, except: (1) those Contracts cancelled or delivered to the Paying Agent/Registrar for cancellation; (2) those Contracts for which the Installment Amounts and all interest payable thereon has been paid or is deemed to be fully paid in accordance with the provisions of Section 11 hereof; and (3) those mutilated, destroyed, lost, or stolen Contracts for which replacement obligations have been registered and delivered in lieu thereof as provided in Section 10 hereof. SECTION 14 : Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14 , the following terms have the following meanings: 0117954 • -16- "Closing Date" means the date on which the 4111 Contracts are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1. 148-1 (b) of the Regulations, and any replacement proceeds as defined in Section 1. 148-1(c) of the Regulations, of the Contracts. "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 Contracts are invested and which is not acquired to carry out the governmental purposes of the Contracts. "Rebate Amount" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. 4111 "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 Contracts. 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 Contracts 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 accruisition, 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 Contract to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. 0117954 11/0 -_7- c -if Without limiting the generality of the foregoing, unless and until 4111 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 Contract, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Contracts: (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 Contracts, 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 4110 charge or other payment by any person or entity who is treated as using Gross Proceeds of the Contracts 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 Contracts to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or•-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross 0117954 S. -18- r 1. Proceeds are otherwise transferred in a transaction which is the 1111 economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Contracts 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 Contracts. (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 Contracts to be federally guaranteed within the meaning of section 149 (b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149 (e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148 (f) of the Code and the • Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Contract is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Contracts 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 Contracts until six years after the final Computation Date. 0117954 III -19- 7e -2o i (3) As additional consideration for the purchase 1111 of the Contracts 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 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 Contracts equals (i) in the case of a Final Computation Date as defined in Section 1. 148- 3 (e) (2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148 (f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148 (f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations 1111 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 Arbitrage 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 Contracts, 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 Contracts not been relevant to either party. 0117954 • -20- 3 . I • (j) Elections. The City hereby directs and authorizes the City Manager and Finance Director, either or any combination of them, 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 Contracts, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 15: Sale of Contracts - Official Statement Approval. The Contracts authorized by this Ordinance are hereby sold by the City to Stephens Inc. and Southwest Securities Incorporated (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated October 19, 1993, attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes. The Mayor is hereby authorized and directed to execute said Purchase Contract for and on behalf of the City and as the act and deed of this Council, and the City Secretary is authorized to attest said Purchase Contract, and in regard to the approval and execution of the Purchase Contract; the Council hereby finds, determines and declares that the representations, warranties and agreements of the City contained therein are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Preliminary Official Statement in connection with the public offering and sale of the Contracts is 1111 hereby ratified, confirmed and approved in all respects. The final Official Statement reflecting the terms of sale, attached as exhibit A to the Purchase Contract (together with such changes approved by the Mayor, City Secretary, Finance Director and City Manager, any one or more of said officials) , shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated October 19, 1993, in the reoffering, sale and delivery of the Contracts to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such Official Statement in the final form and content manually executed by any one or more of said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 16: Qualified Tax Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Contracts to be "qualified tax exempt obligations" in that the Contracts are not "private activity bonds" as defined in the Code and the reasonably anticipated amount . of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the S 0117954 -21- /76 •60U k • City) for the calendar year in which the Contracts are issued will not exceed $10, 000,000. SECTION 17 : Control and Custody of Records and Contract Documents. The Mayor of the City shall be and is hereby authorized to take and have charge and control of all necessary orders, records, proceedings, including the Contracts, pending the investigation and approval of such documents by the Attorney General of the State of Texas, the registration of the Contracts by the Comptroller of Public Accounts and their delivery to the Initial Contracting Party. Furthermore, the Mayor, City Secretary, City Manager and Finance Director, 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 execution and delivery of the Contracts, including certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the use, expenditure and investment of the proceeds thereof, as may be necessary for the approval of the Attorney General, the registration by the Comptroller of Public Accounts and the delivery of the Contracts to the Initial Contracting Party, and, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of such obligations to the Initial Contracting Party. • SECTION 18: Notices to Contracting Parties-Waiver. Wherever this Ordinance provides for notice to Contracting Parties 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 Contracting Party appearing in the Contract Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Contracting Parties is given by mail, neither the failure to mail such notice to any particular Contracting Party, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Contracts. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Contracting Party 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 a Contracting Party 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. • 011795L -22- 0 1 . SECTION 19: Cancellation. All Contracts surrendered for 4111 payment, prepayment, 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 Contracts previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Contracts so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Contracts held by the Paying Agent/Registrar shall be returned to the City. SECTION 20: Proceeds of Sale. The Aggregate Contract Amount will be deposited in an acquisition fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such Aggregated Contract Amount may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Sinking Fund as shall be determined by the City Council. All surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Sinking Fund. SECTION 21: Legal Opinion. The Initial Contracting 1111 Party's obligation to accept delivery of the Contracts is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P. , Attorneys, Dallas, Texas, approving the Contracts as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Contracts. A true and correct reproduction of said opinion is hereby authorized to be printed on the definitive Contracts or an executed counterpart thereof shall accompany the global Contracts deposited with the Depository Trust Company. SECTION 22 : CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Contracts. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Contracts shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Contracts as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed" on the definitive Contracts. SECTION 23 : 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 Contracting Parties, any right, remedy, or 0117954 O -23- claim, legal or equitable, under or by reason of this Ordinance or 4111 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 Contracting Parties. SECTION 24: 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 25: Governing Law. This Ordinance and the Contracts authorized to be executed and delivered hereunder shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 26: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 27: 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 28: anySeverability. Y If provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 29 : Public Meeting. 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. , Local Government Code, Chapter 551. 1111 0117954 -24- • , L . SECTION 30: Effective Date. This Ordinance shall take 1111 effect and be in full force immediately from and after its date of adoption shown below. PASSED ON FIRST READING, September 21, 1993 . PASSED ON SECOND READING AND ADOPTED, this October 19, 1993 . CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attorney III • 0117951. -25- • o L. • EXHIBIT A Description of Estimated Estimated Acquisition Property Cost Date City Hall Furnishings $ 75, 000 November, 1993 Ambulance 75, 000 November, 1993 Vehicle (replacement) 14,700 November, 1993 Emergency Response Vehicles (4) 69,500 November, 1993 Communications Radio Console 11,000 November, 1993 Mid-size Truck 13, 000 November, 1993 5 Ton Dump Trucks (2) 60,000 November, 1993 Roller - 4 to 6 Ton 33, 000 November, 1993 Motor Grader 135,000 November, 1993 Backhoe 43, 000 November, 1993 Gradall 130,000 November, 1993 Finishing Mower 8,000 November, 1993 1110 Tractor with mower attachment 20,500 November, 1993 0 0118203 EXHIBIT B PAYING AGENT/REGISTRAR AGREEMENT • 4111 THIS AGREEMENT entered into as of October 19, 1993 (this "Agreement") , by and between the City of Southlake, Texas (the "Issuer") , and Texas Commerce Trust Company, 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, Public Property Finance Contractual Obligations, Series 1993" (the "Contracts") in the aggregate amount of $745, 000, such Contracts to be issued in fully registered form only as to the payment of the Installment Amounts and interest thereon; and WHEREAS, the Contracts are scheduled to be delivered to the initial, contracting party on or about November 23 , 1993 ; and WHEREAS, the Issuer has selected the Bank to serve as paying agent, registrar and transfer agent with respect to such Contracts; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and is duly qualified and otherwise 4111 capable of performing the duties and responsibilities contemplated by this Agreement with respect to the Contracts; 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 Contracts, and, as Paying Agent for the Contracts, the Bank shall be responsible for paying on behalf of the Issuer the Installment Amounts and accrued interest thereon as the same shall become due and payable to the Contracting Parties; all in accordance with this Agreement and the "Contract Resolution" (hereinafter defined) . The Issuer hereby appoints the Bank as Registrar with respect to the Contracts and, as Registrar for the Contracts, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the parties to said Contracts entitled to payment and with respect to the transfer and exchange thereof as provided herein and in the "Contract Resolution" . 0117992 S ie, -.2Y • I.. . • The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Contracts. 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 TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 4110 "Bank Office" means the. principal offices of the Bank as indicated on page 11 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Contract Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Contracts. "Contract Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Contracts are authorized to be executed and delivered, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Contracting Party" means the Person in whose name a Contract is registered in the Contract Register. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "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 Finance Director, any one or more of said officials, and delivered to the Bank. 1111 011%'992 -2- '7c- ,29 • "Legal Holiday" means a day on which the Bank is required 1110 or authorized to be closed. "Payment Date" means the date specified in the Contract Resolution the Installment Amounts are scheduled to be due and payable. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Contracts" of any particular Contract means every previous Contract evidencing all or a portion of the same obligation as that evidenced by such particular Contract (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Contract 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. Section 2 . 02 . Other Definitions. The terms "Bank, " "Issuer, " and "Contracts (Contract) " have the meanings assigned to them in the recital paragraphs of this Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed thereto in the Contract Resolution. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3 . 01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the Installment Amount of each Contract on its Payment 0117992 110 -3- 1 1. • IIIDate to the Contracting Party upon surrender of the Contract to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Contract when due, by computing the amount of interest to be paid each Contracting Party and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of Installment Amounts and/or interest on the Contracts to the Contracting Party shall be accomplished (1) by the _ issuance of checks, payable to the Contracting Party, drawn on the fiduciary account provided in Section 5. 05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Contract Register or (2) by such other method, acceptable to the Bank, requested in writing by the Contracting Party at the Contracting Party's risk and expense. Section 3 . 02 . Payment Dates. The Issuer hereby instructs the Bank to pay the Installment Amounts of the Contracts and the interest thereon at the dates specified in the Contract Resolution. ARTICLE FOUR REGISTRAR Section 4. 01. Contract Register - Transfers and Exchanges. 4111 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 "Contract Register") for recording the names and • addresses of the Contracting Parties to the Contracts, the transfer, exchange and replacement of the Contracts and the payment • of the Installment Amounts and interest on the Contracts to the Contracting Parties 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 Contracts shall be noted in the Contract Register. - Every Contract 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 Contracting Party 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 Contracts. 0 0117992 -4- 7 '{ q 1111 To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Contracts, the exchange or transfer by the Contracting Parties will be completed and new Contracts delivered to the Contracting Party or the assignee of the Contracting Party in not more than three (3) business days after the receipt of the Contracts to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Contracting Party, 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 Contracts to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Contracts will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Contracts 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 Contract Register. The Bank, as Registrar, will maintain the Contract Register relating to the registration, payment, transfer and exchange of the Contracts in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to 4111 maintain such Contract Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Contract Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4 . 04 . List of Contracting Parties. 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 Contract Register. The Issuer may also inspect the information contained in the Contract 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 Contract 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 Contract Register, the Bank will notify the Issuer so that the Issuer may contest the court order or 4111 0117992 -5- • such release or disclosure of the contents of the Contract 4111 Register. Section 4 .05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Contracts in lieu of which or •in exchange for which other Contracts have been issued, or which have been paid. Section 4 . 06. Mutilated. Destroyed, Lost or Stolen Con- tracts. The Issuer hereby instructs the Bank, subject to the provisions of Section 11 of the Contract Resolution, to deliver and issue Contracts in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts as long as the same does not result in an overissuance. In case any Contract shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Contract of like form and tenor, and in the same denomination and bearing a number • not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed lost or stolen Contract upon approval by the Issuer and after (i) the filing by the Contracting Party with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Contract, 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 Contract shall be borne by the Contracting Party to the Contract 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 Contracts it has paid pursuant to Section 3.01, Contracts it has delivered upon the transfer or exchange of any Contracts pursuant to Section 4.01, and Contracts it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts pursuant to Section 4 . 06. ARTICLE FIVE THE BANK Section 5. 01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02 . Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and 0117992 11/1 -6- correctness of the opinions expressed therein, on certificates or 4110 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 Contracts, but is protected in acting upon receipt of Contracts containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Contracting • Party or an agent of the Contracting Party. 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 Contracts 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 Contracting Party to any Contract, or any other Person for any amount due on any Contract from its own funds. 0 0117992 -7- 73 ' • • , a 4111 Section 5. 04 . Mav Hold Contracts. The Bank, in its individual or any other capacity, may become the owner or pledgee of Contracts and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5. 05. Moneys Held by Bank - Fiduciary Account/ Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the • payment of the Contracts, and money deposited to the credit of such account until paid to the Contracting Parties to the Contracts shall be continuously collateralized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the Contracting Party 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 1111 Contract, including interest thereon, and remaining unclaimed for four years after final maturity of the Contract has become due and payable will be paid by the Bank to the Issuer, and the Contracting Party to such Contract shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07 . Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and . County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6. 03 of this Agreement shall 0 0117992 -8- , le. -3C constitute adequate service. The Issuer and the Bank further agree 4111 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 Contracts are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements" , effective August 1, 1987 , 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 . Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. 4111 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 12 . Section 6. 04 . Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. 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. 11/1 0117992 -9- ' y *1 • 1111 Section 6.08 . Entire Agreement. This Agreement and the Contract Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Contract Resolution, the Contract Resolution shall govern. Section 6. 09 . Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6. 10 . Termination. This Agreement will terminate (i) on the date of final payment of the Installment Amounts and interest on the Contracts to the Contracting Parties thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Contracting Parties to the Contracts 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 Contracts. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Contract Register (or a copy 1111 thereof) , together with other pertinent books and records relating to the Contracts, 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. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 0117992 11/1 -10- le,-43 7 , " . 4. IN WITNESS WHEREOF, the parties hereto have executed 1111 this Agreement as of the day and year first above written. TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION BY Title: [SEAL] Attest: Mailing Address: Title: Debt Administration Division P. O. Box 2320 Dallas, Texas 75221-2320 Delivery Address: Debt Administration Division 1201 Elm Street, 30th Floor Dallas, Texas 75201 CITY OF SOUTHLAKE, TEXAS 1110 BY Mayor . (CITY SEAL) Address: 667 N. Carroll Avenue Attest: Southlake, Texas 76092 City Secretary 0117992 1111 -11- City of Southlake,Texas MEMORANDUM 411 October 12 , 1993 CITY MANAGER TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance 596 - Issuance of General Obligation Refunding Bonds, General Obligation Bonds During the course of the FY93-94 budget worksessions with City Council, it was requested that the City consider accelerating its Street Bond program and review refunding opportunities on its existing debt due to the favorable market conditions . The City' s Financial Advisors, First Southwest Company, have presented a proposal that will allow for refunding the 1990 Series G.O. Refunding Bonds and a portion of the 1990 Series Tax and WW/SS C.O. and issue $745, 000 in Contract Obligations and $3 , 000, 000 in General Obligation (Street) Bonds . The debt tax rate will increase to a peak of $ . 1910 in 1996 , which is less than the rate proposed in the original bond program. 4110 The City was notified that Standard and Poor' s rating agency maintained the City' s "A- " for the bonds . Today, the City was notified that Moody' s Investor Services had increased the City' s rating one step from a "Baal" to an "A" . The City Council approved these ordinances on first reading September 21 . First Southwest Company has scheduled the negotiation and sale of the obligations and bonds for Thursday, October 14 . The refunding issue will be made dependent upon the market conditions on Thursday, with a target savings of 40 over the life of the bonds . The final sale amount and interest rate will be • available at the Council meeting on Tuesday. Please place Ordinance 596 on the October 19 City Council agenda for approval . &O./A-141-ea-lE4 LAH bnds9932 !I fid -- 1 c - T ORDINANCE NO. 5174 t AN ORDINANCE authorizing the issuance of "CITY OF // SOUTHLAKE, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 1993" ; 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 Agent/Registrar Agreement, a Purchase Contract and Special Escrow Agreement and the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. . WHEREAS, the City Council of the-City-af uthlake, Texas (the "City") has heretofore issued, sold, and delivered, and there is currently outstanding obligations totalling in principal amount $2,815, 000 of the following issues or series (hereinafter called collectively called the "Refunded Obligations Bonds") , to wit: (1) City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1990, dated August 1, 1990, maturing on February 1 in each of the years 2002 through 2011, and aggregating in principal amount $ 745, 000 1110 (2) City of Southlake, Texas, General Obligation Refunding Bonds, Series 1990, dated March 1, 1990, maturing on February 1 in each of the years 2002 through 2009, and aggregating in in principal amount $2 , 070, 000 AND WHEREAS, pursuant to the provisions of Article 717k, V.A.T.C.S. , as amended, the City Council is authorized to issue refunding bonds and deposit the proceeds of sale thereof directly with the place of payment for the Refunded Obligations, and such deposit, when made in accordance with said statute, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the City Council hereby finds and determines that the Refunded Obligations should be refunded at this time to restructure the debt service repayment schedule for such indebtedness to incorporate the new money bonds identified below and provide for a level debt service repayment schedule on the City's outstanding general obligation indebtedness, and the City Council further recognizes that such refunding will result in a present value 0117994 11/1 714 `2- 9 I1111 . savings on such Refunded Obligations of approximately $ while adding approximately $ in future debt service payments on such indebtedness; and WHEREAS, in addition to the bonds to be issued for refunding purposes, the City Council hereby finds and determines that the balance of the unissued general obligation bonds approved and authorized at an election held May 2, 1992 in the principal amount of $3, 000, 000 should be issued and sold at this time; and WHEREAS, the City Council hereby finds and determines that the . general obligation bonds for refunding purposes and the general obligation bonds voted at the aforesaid election should be issued and sold at this time as one series or issue; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Authorization-Designation-Principal Amount- Purpose - Date. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $ to be designated and bear the title "CITY OF SOUTHLAKE, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 1993" (hereinafter referred to as the "Bonds") , for the purpose of providing funds for the discharge and final payment of certain outstanding obligations of the City 4110 (identified in the preamble hereof and referred to as the "Refunded Obligations") and the payment of costs of issuance and to provide funds in the amount of $3 , 000, 000 for permanent public improvements and public purposes, to wit: street improvements, including drainage incidental thereto and the acquisition of right-of-way therefor; all in accordance with authority conferred by and in conformity with the Constitution and laws of the State of Texas, including Articles 1175 and 717k, V.A.T.C.S. , as amended. SECTION 2 : Fully Registered Obligations - Bond Date - Authorized Denominations - Stated Maturities - -Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated October 1, 1993 (the "Issue Date") , shall be in denominations of $5, 000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on August 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the rate(s) per annum in accordance with the following schedule: 0 0117994 -2 7ei---3 % z � YEAR OF PRINCIPAL INTEREST • MATURITY INSTALLMENTS RATE 1994 $ , 000 1995 , 000 1996 , 000 1997 , 000 % 1998 , 000 % 1999 , 000 2000 , 000 2001 , 000 2002 , 000 2003 , 000 2004 , 000 2005 , 000 2006 , 000 2007 , 000 2008 , 000 2009 , 000 2010 , 000 2011 , 000 The Bonds shall bear interest on the unpaid principal amounts from the Issue Date at the rate(s) per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months) . Interest on the Bonds shall be payable on February 15 and August 15 in each year, commencing February 15, 1994. 4110 SECTION 3 : Terms of Payment - Paving Agent/Registrar. 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 America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Texas Commerce Trust Company, 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 Agent/Registrar Agreement" , substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are hereby authorized to 0117994 11/1 -3- • r .. 3 execute and deliver such Agreement in connection with the delivery IIIIof 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. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or redemption, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its principal offices in Dallas, Texas (the "Designated Payment/Transfer Office") Interest on the Bonds shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City 4111 where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment • date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the . Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. 0117994 IIII -4- • II r 3 • SECTION 4 : Redemption. (a) Optional Redemption. The Bonds having Stated Maturities on and after August 15, 2004 , shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5, 000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar) , on August 15, 2003 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the 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 principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem 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 principal amount of such Bonds by $5, 000 and shall select the Bonds to be redeemed within such Stated Maturity by lot. • S (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 whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar 0117994 S -5- u r 3 1110 only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. SECTION 5: Registration —Transfer - Exchange 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 maybe transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar at the Designated Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Bond for transfer at the Designated 1110 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 principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds 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 principal 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 are 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. 0 0117994 -6- 7d -7 O 1 • 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 case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and . delivered in the 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 Agent/ 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. S 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 requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Bonds. 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. 0 0117994 -7- 7d - 4 1#1110 ' 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 certificates 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 Agent/Registrar 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 Issue Date shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, .as amended. 1110 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(s) . The Bonds herein authorized shall be initially issued either (i) as a single fully registered bond in the total principal amount noted in Section 1 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as eighteen (18) fully registered bonds, being one bond for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Bond(s) ") and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney 0117994 III -8 7(1 - q 1 • General of the State of Texas for approval, certified and IIIregistered 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(s) , the Paying Agent/ Registrar, pursuant to written instructions from the initial purchaser(s) , or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s) , or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The 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 1110 (including insurance legends on insured Bonds 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 or typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof. 0 0117994 -9- 7d - lo i , 4111 B. Form of Definitive Bond. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 1993 Issue Date: Interest Rate: Stated Maturity: CUSIP NO: October 1, 1993 Registered Owner: Principal Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City") , a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid • upon prior redemption) , and to pay interest on the unpaid principal 4110 amount hereof from the Issue Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1994 . Principal 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 successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date" , which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and 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. S 0117994 -10- '74 i I 1 • This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (herein referred to as the "Bonds") for the purpose of providing funds for the discharge and final payment of certain outstanding obligations of the City and to pay costs of issuance, and to provide funds in the amount of $3 , 000, 000 for permanent public improvements and public purposes, to wit: street improvements, including drainage incidental thereto and the acquisition of right-of-way therefor; under and in strict conformity with the Constitution and laws of the State of Texas, including Articles 1175 and 717k, V.A.T.C.S. , and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance") . The Bonds maturing on and after August 15, 2004 , may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5, 000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar) , on August 15, 2003 , or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption and upon 30 days prior written notice being sent by United States Mail, first class postage prepaid, to the registered owners of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond (or any portion of the principal sum hereof)• shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this 4111 Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and interest thereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and there shall be issued to the registered owner hereof, without charge, 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 principal sum hereof. If this Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this 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 hereof in the event of its redemption in part. S 0117994 -11- 7d 4 z , . 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 all 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, 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 Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more 4111 new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/ Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the. past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the S 0117994 -12- /id 3 • IIIclose of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the 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 by the levy of a tax 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 Issue Date. 4111 CITY OF SOUTHLAKE, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) 0117994 0 -13- t . 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 ( ( REGISTER NO. THE STATE OF TEXAS ( 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 . Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Bonds • D. Form of Certificate of. Paying Agent/Registrar 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 principal offices of the Paying Agent/Registrar in Dallas, Texas, is the Designated Payment/Transfer Office for this Bond. TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION, as Paying Agent/Registrar Registration Date: By Authorized Signature 0117994 • -14- '14-1C y E. Form of Assignment. 1111 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: NOTICE: The signature on this Signature guaranteed: assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of the 1111 single . fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate " and "Stated Maturity " shall both be omitted; (ii) Paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City") , a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on August 15 in each of the years and in principal installments in accordance with the following schedule: 4111 0117994 -15- 7d -140 YEAR OF PRINCIPAL INTEREST 1110 MATURITY INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof) . (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof from the Issue Date at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1994 . Principal installments of this Bond are payable in the year of maturity to the registered owner hereof by Texas Commerce Trust Company, National Association (the "Paying Agent/Registrar") , upon presentation and surrender, at its principal offices in Dallas, Texas (the "Designated Payment/Transfer Office") . Interest is payable to the registered owner of this Bond whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date" , which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. ® All payments of principal of, premium, if any, and 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. 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 redemption 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 0 0117994 -16- 74 - 17 1110 of a "Special 1993 Refunding 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 interest and principal of the Bonds as the same accrues or matures; 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 principal and interest payment date for the Bonds. Provided, however, in regard to the payments to become due on the Bonds on February 15, 1994 and August 15, 1994 , sufficient current funds will be available and are hereby appropriated to make such payments; and proper officials of the City are hereby authorized and directed to transfer and deposit to the credit of the Interest and Sinking Fund, such current funds which, together with the accrued interest received from the purchaser, will be sufficient to pay the amount of the payments due on the Bonds on February 15, 1994 and August 15, 1994. 1110 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 bearing 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, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, or destroyed, lost or stolen. 0 0117994 -17- • S 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 principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying S Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/ Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the 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 which is not required for the payment of the Bonds, or any principal amount(s) thereof, or S 0117994 -18- '1d --11 1111 interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of four (4) 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 shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities" , as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective Stated Maturities of the Bonds and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form. SECTION 13 : Ordinance a Contract - Amendments - Outstanding 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 1111 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 principal 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 principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent to any such amendment, addition, or rescission. 0 0117994 -19- '7d - 11/1 The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of the date of determination, all Bonds retofore issued and delivered under this Ordinance, except: (1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/ Registrar for cancellation; (2) those Bonds deemed to be duly paid by the City in accordance with the provisions of Section 11 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 10 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 purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. 1110 "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 S0117994 . -20- 'Id - zI S 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. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, Sthe City shall at all times prior to the last Stated Maturity of Bonds: (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 (including property financed with Gross Proceeds of the Refunded Obligations) , 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 (including property financed with Gross Proceeds of the Refunded Obligations) , other than taxes of general 0 0117994 -21- 7d -;z . 11/1 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 property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent • • permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the 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 1111 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. (g) Information Report. The City shall timely file the information required by section 149 (e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place -as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148 (f) of the Code and the Regulations and rulings thereunder: 0 0117994 -22- 7d - Z5 (1) The City shall account for all Gross Proceeds 1111 (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding 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 4111 the Bond 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 (f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148 (f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3) , and if 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 0117994 • -23- � Rebate Amount owed to it, interest thereon, and any penalty 1111 imposed under Section 1. 148-3 (h) of the Regulations. (i) Not to Divert Arbitrage 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 City Manager and Finance Director, either or any combination of them, 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. (k) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued and (2) not more than 50% of the proceeds of. the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially • guaranteed Yield for a period of 4 years or more. (1) Qualified Advance Refunding. The Bonds are issued exclusively to refund the Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of the Refunded Obligations. The City represents as follows: (1) The Bonds are the first advance refunding of the Refunded Obligations, within the meaning of section 149 (d) (3) of the Code. (2) The Refunded Obligations are being called for redemption, and will be redeemed: (i) in the case of Refunded • Obligations issued after 1985, not later than the earliest date on which such bonds may be redeemed and on which the City will realize present value debt service savings (determined without regard to administrative expenses) on the issue; and (ii) in the case of Refunded Obligations issued before 1986, not later than the earliest date on which such issue may be redeemed at par or at a premium of 3 percent or less and on which the City will realize present value debt service savings (determined without regard to administrative expenses) on the issue. • 0117994 -24- • (3) The initial temporary period under section 148 (c) of 11/1 the Code will end: (i) with respect to the proceeds of the Bonds not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded Obligations on the Closing Date if not ended prior thereto. (4) On and after the date of issue of the Bonds, no proceeds of the Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of this Ordinance. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has neither: (i) overburdened the tax-exempt bond market by issuing more bonds, issuing bonds earlier or allowing bonds to remain outstanding longer than reasonably necessary to accomplish the governmental purposes for which . the Bonds were issued; (ii) employed on "abusive arbitrage device" within the meaning of Section 1. 148-10 (a) of the Regulations; nor (iii) employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149 (d) (4) of the Code, apart from savings attributable to lower interest rates and reduced debt service payments in early years. SECTION 15: Sale of Bonds - Official Statement Approval. The 4111 Bonds authorized by this Ordinance are hereby sold by the City to Stephens Inc. and Southwest Securities Incorporated (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated. October 19, 1993 , attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Mayor is hereby authorized and directed to execute said Purchase Contract for and on behalf of the City and as the act and deed of this Council, and the City Secretary is authorized to attest said Purchase Contract, and in regard to the approval and execution of the Purchase Contract, the Council hereby finds, determines and declares that the representations, warranties and agreements of the City contained therein are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Preliminary Official Statement in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The final Official Statement reflecting the terms of sale, attached as exhibit A to the Purchase Contract (together with such changes approved by the Mayor, City Secretary, City Manager or Finance Director, any one or more of said officials) , shall be and is hereby in all respects approved and the" Purchasers are hereby 0117994 1110 -25- 7d - zc authorized to use and distribute said final Official Statement, 11/1 dated October 19 , 1993 , 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 Official Statement in the final form and content manually executed by any one or more of said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 16: Qualified Tax Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds to be "qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the City) for the calendar year in which the Bonds are issued will not exceed $10, 000, 000. SECTION 17: Special Escrow Agreement Approval and Execution. The. "Special Escrow Agreement" (the "Agreement") by and between the City and Texas Commerce Trust Company, NA (the "Escrow Agent") , attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby 4111 approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the. refunding or benefit the City, is hereby authorized to be executed. by the Mayor and City Secretary for and on behalf of the City and as the act and deed' of the City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL 1993 CITY OF SOUTHLAKE, TEXAS, REFUNDING BOND ESCROW FUND" (the "Escrow Fund") ; all as contemplated and provided in Article 717k, V.A.T.C.S. , as amended, this Ordinance and the Agreement. SECTION 18 : Control and Custody of Bonds. The Mayor of the 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 0117994 0 -26- ' • control of the Initial Bond(s) pending the approval thereof by the 4111 Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, City Secretary, City Manager and Finance Director, any one or more of said officials, are hereby authorized and directed to furnish and execute such agreements, documents and certifications relating to the City and the issuance, sale and delivery 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 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 19: Proceeds of Sale. Immediately following the delivery of the Bonds, the proceeds of sale thereof (less certain costs of issuance, the accrued interest received from the Purchasers of the Bonds and the amounts to be deposited to the credit of the construction fund) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the. Escrow Agent for the refunding of. the 410 Refunded Obligations shall be disbursed and deposited for payment of costs of issuance, deposited in the Interest and Sinking Fund and deposited in the construction fund, all in accordance with written instructions from the City. Pending expenditure for authorized projects and purposes, the proceeds of sale of the Bonds deposited to the construction fund may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects or purposes or deposited in the Interest and Sinking Fund as shall be determined by the City Council. All surplus proceeds of sale of the Bonds deposited in the construction fund, including investment 'earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. SECTION 20: 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. 0 0117994 -2 - gd -zP In any case where notice to Holders is given by mail, neither 4I/1 the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other 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 21: 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 22 : Legal Opinion. The obligation of the Purchasers to accept delivery of the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P. , Attorneys,. Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction of said opinion or an executed counterpart thereof is hereby authorized to be either printed on definitive printed obligations or deposited with DTC along with the global certificates for the implementation and use of the Book Entry Only System used in the settlement and transfer of the Bonds. SECTION 23 : CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds deposited with The Depository Trust Company or on printed 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. III 0117994 `28- 1t f . • , 4111 SECTION 24 : 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 25: 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 26: Governing 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 27 : Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 28: 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, 1111 feminine or neuter gender shall be considered to include the other genders. SECTION 29 : Severabilitv. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 30: Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. SECTION 31: Public Meeting. 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. , Local Government Code, Chapter 551. 0117994 11/1 -29- 14. -m SECTION 32: Effective Date. This Ordinance shall take effect 4111 and be in full force immediately° from and after its date of adoption shown below. PASSED ON FIRST READING, September 21, 1993 . PASSED ON SECOND READING AND ADOPTED, this October 19, 1993. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: 4111 City Attorney 0 0117994 -30- tii- 3 / EXHIBIT • PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of October 19, 1993 (this "Agreement") , by and between the City of Southlake, Texas (the "Issuer") , and Texas Commerce Trust Company, 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 and Refunding Bonds, Series 1993" (the "Securities") , dated October '1, 1993 , such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about November 23 , 1993 ; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and 1110 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 interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined) . The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to 0118022 the transfer and exchange thereof as provided herein and in the 111111 "Bond Resolution" . The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. 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 TWO DEFINITIONS Section 2 . 01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal office of the Bank as indicated on page 11 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. 0118022 S -2- 74t r , "Holder" and "Security Holder" each means the Person in 4111 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, Finance Director or City Manager, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, •association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4 . 06 hereof and the Resolution) . "Redemption Date" when used with respect to any Security 1110 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. 0118022 S -3- k . "Stated Maturity" means the date specified in the Bond Resolution the principal of a Security is scheduled to be due and payable. Section 2 . 02 . Other Definitions. The terns "Bank, " "Issuer, " and "Securities (Security) " have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3 . 01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. 1111 All payments of principal and/or interest on the Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fiduciary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder' s risk and expense. Section 3 . 02 . Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4 .01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and S 0118022 . -4- 1110 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, transferor exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized ® agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4 . 02 . Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4 . 03 . Form of Security 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 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. 0 0118022 4 The Security Register may be maintained in written form or in • any other form capable of being converted into written form within a reasonable time. Section 4 . 04 . List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4 . 05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which • other Securities have been issued, or which have been paid. Section 4 . 06. Mutilated, Destroyed, Lost or Stolen Securi- ties. 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 after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. • 0118022 -6- 7�` -37 • Section 4 . 07 . Transaction Information to Issuer. The Bank 11/1 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. 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. 1111 (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. 0 0118022 v 1 (e) The Bank may consult with counsel, and the written 41/1 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 rights it would have if it were not the Paying Agent/Registrar, or any other agent. • Section 5. 05. Moneys Held by Bank - Fiduciary Account/ 1111 Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any) , or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look 0118022 • 40 -8- • 11/1 only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5. 06 . Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5. 07 . Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6. 03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5. 08 . DT Services. It is hereby represented and 11/0 warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent. within its control, will comply with the "Operational Arrangements" , effective August 1, 1987 , 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 . Assignment. 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 • 0118022 `id - Vo . permitted hereby to be given or furnished to the Issuer or the 1110 Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 11. Section 6. 04 . Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6. 05. Successors and Assigns. 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 Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond 1110 Resolution, the Bond Resolution shall govern. Section 6. 09. Counterparts. This may Agreement be executed g y x cuted in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the. Holders thereof or (ii) may be earlier terminated by either party upon sixty ('60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities - of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof) , together with other pertinent books and records relating 0118022 S -lo- 7d - VJ . to the Securities, to the successor Paying Agent/Registrar 11/1 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. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION BY Title: [SEAL] Attest: Mailing Address: Title: Debt Administration Division P. 0. Box 2320 1110 Dallas, Texas 75221-2320 Delivery Address: Debt Administration Division 1201 Elm Street, 30th Floor Dallas, Texas 75201 CITY OF SOUTHLAKE, TEXAS BY Mayor (CITY SEAL) Address: 667 N. Carroll Avenue Attest: Southlake, Texas 76092 City Secretary 0118022 11/0 -11- AE T :1 ; S SPECIAL ESCROW AGREEMENT THE STATE OF TEXAS § § COUNTY OF DALLAS § THIS SPECIAL ESCROW AGREEMENT (the "Agreement") , made and entered into as of October 19, 1993 , by and between the City of Southlake, Texas, a duly incorporated municipal corporation in Tarrant County, Texas (the "City") acting by and through the Mayor and City Secretary, and Texas Commerce Trust Company, National Association, a banking association organized and existing under the laws of the United States of America, or its successors or assigns hereunder (the "Bank") , WITNESSETH WHEREAS, the City has duly issued certain obligations now outstanding in the aggregate amount $2, 815, 000 (hereinafter collectively referred to as the "Refunded Obligations") and more particularly described as follows: (1) City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of. Obligation, Series 1990, dated August 1, 1990, maturing on February 1 in 4110 each of the years 2002 through 2011, and aggregating in principal amount $ 745, 000 (2) City of Southlake, Texas, General Obligation Refunding Bonds, Series 1990, dated March 1, 1990, maturing on February 1 in each of the years 2002 through 2009, and aggregating in in principal amount $2, 070, 000 WHEREAS, in accordance with the provisions of Article 717k, V.A.T.C.S. , as amended (the "Act") , the City is authorized to sell refunding bonds in an amount sufficient to provide for the payment of obligations to be refunded, deposit the proceeds of such refunding bonds with any place of payment for the obligations being refunded and enter into an escrow or similar agreement with such place of payment for the safekeeping, investment, reinvestment, administration and disposition of such deposit, upon such terms and conditions as the parties may agree, provided such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of-and interest on are unconditionally guaranteed by the United States of America, (hereinafter called the "Federal Securities") that mature and/or bear interest payable at such times and in such amounts as will be 0118027 • sufficient to provide for the scheduled payment of Refunded 0 Obligations; and WHEREAS, the Refunded Obligations are scheduled to mature, or be redeemed, and interest thereon is payable on the dates and in the manner set forth in Exhibit A attached hereto and incorporated herein by reference as a part of this Agreement for all purposes; and WHEREAS, the City on the 19th day of October, 1993 , pursuant to an ordinance (the "Bond Ordinance") passed and adopted by the City Council, authorized the issuance of bonds known as "City of Southlake, Texas, General Obligation Refunding and Improvement Bonds, Series 1993". (the "Bonds") , and such Bonds are being issued in part to refund, discharge and make final payment of the principal of and interest on the Refunded Obligations; and WHEREAS, upon the delivery of the Bonds, the proceeds of sale, together with other available funds of the City, are to be deposited with the Bank and used in part to purchase the Federal Securities listed and identified in Exhibit B attached hereto and incorporated by reference as a part of this Agreement for all purposes; and WHEREAS, the Federal Securities shall be held and deposited to the credit of the "Escrow Fund" to be established and maintained by the Bank in accordance with this Agreement; and 4111 WHEREAS, the Federal Securities, together with the beginning cash balance in the Escrow Fund, shall mature and the interest thereon shall be payable at such times to insure the existence of monies sufficient to pay the principal amount of the Refunded Obligations and the accrued interest thereon, as the same shall become due in accordance with the terms of the ordinances authorizing the issuance of the Refunded Obligations and as set forth in Exhibit A attached hereto; and WHEREAS, the City has completed all arrangements for the purchase of the Federal Securities listed in Exhibit B and the deposit and credit of the same to the Escrow Fund as provided herein; and WHEREAS, the Bank is a banking association organized and existing under the laws of the United States of America, possessing trust powers and is fully qualified and empowered to enter into this Agreement; and 0118027 111, 2- 1 1110 WHEREAS, in Section 17 of the Bond Ordinance, the City Council duly approved and authorized the execution of this Agreement; and WHEREAS, the City and the Escrow Agent, as the case may be, shall take all action necessary to call, pay, redeem and retire - said Refunded Obligations in accordance with the provisions thereof, including, without limitation, all actions required by the ordinances authorizing the Refunded Obligations, the Act, the Bond Ordinance and this Agreement; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and to secure the payment of the principal of and the interest on the Refunded Obligations as the same shall become due, the City and the Bank hereby mutually undertake, promise and agree as follows: SECTION 1: Receipt of Refunded Bond Ordinances. Receipt of copies of the ordinances authorizing the issuance of the Refunded Obligations and the Bond Ordinance are hereby acknowledged by the Bank. Reference herein to or citation herein . of any provision of said documents shall be deemed an incorporation of such provision as a part hereof in the same manner and with the same effect as if it were fully set forth herein. SECTION 2: Escrow Fund Creation/Funding. There is hereby created by the City with the .Bank a special segregated and irrevocable trust fund designated "SPECIAL 1993 CITY OF SOUTHLAKE, 4110 TEXAS, REFUNDING BOND ESCROW FUND". (hereinafter called the "Escrow Fund") for the benefit of the holders of the Refunded Obligations, and, immediately following the delivery of the Bonds, the City agrees and covenants to cause to be deposited with the Bank the following amounts: $ for the purchase of Federal Securities identified in Exhibit B to be held for the account of the Escrow Fund $ for deposit in the Escrow Fund as a beginning cash balance. The Bank hereby accepts the Escrow Fund and further agrees to receive said moneys, apply the same as set forth herein, and to hold the cash and Federal Securities deposited and credited to the Escrow Fund for application and disbursement for the purposes and in the manner provided in this Agreement. 011aozr O -3- . t 11/1 SECTION 3 : Escrow Fund Sufficiency Warranty. The City hereby represents that the cash and Federal Securities, together with the interest to be earned thereon, deposited to the credit of the Escrow Fund will be sufficient to pay the principal of and premium and interest on the Refunded Obligations as the same shall become due and payable, and such Refunded Obligations, and the interest thereon, are to mature or be redeemed and shall be paid at the times and in the amounts set forth and identified in Exhibit A attached hereto. FURTHERMORE, the Bank acknowledges receipt of a copy of the resolution providing for the redemption of (i) Series 1990 general obligation Refunded Obligations on February 1, 2000 at the redemption price of par plus accrued interest and (ii) Series 1990 tax and revenue Refunded Obligations on February 1, 2001 at the redemption price of par plus accrued interest; all in accordance with the provisions of the respective notice requirements applicable to said Refunded Obligations and the notice requirements contained in the ordinances authorizing the Refunded Obligations. The Bank agrees to cause a notice of redemption pertaining to the Refunded Obligations to be sent to the registered owners thereof appearing on the registration books at least thirty (30) days prior to the respective redemption date therefor. SECTION 4 : Pledge of Escrow. The Bank agrees that all cash and Federal Securities, together with any income or interest earned 1111 thereon, held in the Escrow Fund shall be and is hereby irrevocably pledged to the payment of the Refunded Obligations as the same shall become due and payable in accordance with Exhibit A, and such funds initially deposited and to be received from maturing principal and interest on the Federal Securities in the Escrow Fund shall be applied solely in accordance with the provisions of this Agreement. SECTION 5: Escrow Insufficiency - City Warranty to Cure. If, for any reason, the funds on hand in the Escrow Fund shall be insufficient to make the payments set forth in Exhibit A attached hereto, as the same becomes due and payable, the City shall make timely deposits to the Escrow Fund, from lawfully available funds, of additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be immediately given by the Bank to the City by the fastest means possible, but the Bank shall in no manner be responsible for the City's failure to make such deposits. o11a027 1111 -4- `l& t 1- . 4110 SECTION 6: Escrow Fund Securities/Segregation. The Bank shall hold said Federal Securities and moneys in the Escrow Fund at all times as a special and separate trust fund for the benefit of the holders of the Refunded Obligations, wholly segregated from other moneys and securities on deposit with the Bank; shall never commingle said Federal Securities and moneys with other moneys or securities of the Bank; and shall hold and dispose of the assets therein only as set forth herein. Nothing herein contained shall be construed as requiring the Bank to keep the identical moneys, or any part thereof, in said Escrow Fund, if it is impractical, but moneys of an equal amount, except to the extent such are represented by the Federal Securities, shall always be maintained on deposit in the Escrow Fund by the Bank, as trustee; and a special account evidencing such facts shall at all times be maintained on the books of the Bank. SECTION 7 : Escrow Fund Collections/Payments. The Bank shall from time to time collect and receive the principal of and interest on the Federal Securities as they respectively mature and become due and credit the same to the Escrow Fund. On or before each principal and/or interest payment date or redemption date, as the case may be, for the Refunded Obligations shown in Exhibit A attached hereto, the Bank, without further direction from anyone, including the City, shall cause to be withdrawn from the Escrow Fund the amount required to pay the accrued interest on the Refunded Obligations due and payable on said payment date and the 4111 principal of the Refunded Obligations, together with any redemption premium, due and payable on said payment date or redemption date, as the case may be, and the amount 'withdrawn from the Escrow Fund shall be immediately transmitted and deposited with the paying agent for the Refunded Obligations to be paid with such amount. The paying agent for the Series 1990 general obligation Refunded Obligations is The Frost National Bank of San Antonio, Austin, Texas and the paying for the Series 1990 tax and revenue Refunded Obligations is the Bank. If any Refunded Obligation shall not be presented for payment when the principal thereof or interest thereon shall have become due, and if cash shall at such times be held by the Bank in trust ' for that purpose sufficient and available to pay such Refunded Obligation and interest thereon it shall be the duty of the Bank to hold said cash without liability to the holder of such Refunded Obligation for interest thereon after such maturity or redemption date, in trust for the benefit of the holder of such Refunded Obligation, who shall thereafter be restricted exclusively to said cash for any claim of whatever nature on his part on or with respect to said Refunded Obligation, including for any claim for the payment thereof and interest thereon. All cash required by, the provisions hereof to be set aside or held in trust for the payment of the Refunded Obligations, including interest thereon, shall be III oiiaoz7 -5- , ,, • 4111 applied to and used solely for the payment of the Refunded Obligations and interest thereon with respect to which such cash has been so set aside in trust. Subject to the provisions of the last sentence of Section 25 hereof, cash held by the Bank, in trust for the payment and discharge of a.ny. of the Refunded Obligations and interest thereon which remains unclaimed for a period of four (4) years after the stated maturity date or redemption date of such Refunded Obligations shall be returned to the City. Notwithstanding the above and foregoing, any remittance of funds from the Bank to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 8 : Disposal of Refunded Obligations. All Refunded Obligations cancelled on account of payment by the Bank shall be disposed of or otherwise destroyed by the Bank, and an appropriate certificate of destruction furnished the City. SECTION 9: Escrow Fund Encumbrance. The escrow created hereby shall be irrevocable and the holders of the Refunded Obligations shall have an express lien on all moneys and Federal Securities in the Escrow Fund until paid out, used and applied in accordance with this Agreement. Unless disbursed in payment of the Refunded Obligations, all 4111 funds and the Federal Securities received by the Bank for the account of the City hereunder shall be and remain the property of the Escrow Fund and the City and the owners of the Refunded Obligations shall be entitled to a preferred claim and shall have a first lien upon such funds and Federal Securities enjoyed by a trust beneficiary. The funds and Federal Securities received by the Bank under this Agreement shall not be considered as a banking deposit by the City and the Bank and the City shall have no right or title with respect thereto, -except as otherwise provided herein. Such funds and Federal Securities shall not be ..subject to checks or drafts drawn by the City. SECTION 10: Absence of Bank Claim/Lien on Escrow Fund. The Bank shall have no lien whatsoever upon any of the moneys or Federal Securities in the Escrow Fund for payment of services rendered hereunder, services rendered as paying agent/registrar for the Refunded Obligations, or for any costs or expenses incurred hereunder and reimbursable from the City. SECTION 11: Substitution of Investments/Reinvestments. The Bank shall be authorized to accept initially and temporarily cash and/or substituted securities pending the delivery of the Federal Securities identified in the Exhibit B attached hereto, or shall be authorized to redeem the Federal Securities and reinvest the 0 0118027 -6 n A;- rV 410 proceeds thereof, together with other moneys held in the Escrow Fund in noncallable direct obligations of the United States of America provided such early redemption and reinvestment of proceeds does not change the repayment schedule of the Refunded Obligations appearing in Exhibit A and the Bank receives the following: (1) an opinion by an independent certified public accountant to the effect that (i) the initial and/or temporary substitution of cash and/or securities for one or more of the Federal Securities identified in Exhibit B pending the receipt and delivery thereof to the Escrow Agent or (ii) the redemption of one or more of the Federal Securities and the reinvestment of such funds in one or more substituted securities (which shall be noncallable direct obligations of the United States of America) , together with the interest thereon and other available moneys then held in the Escrow Fund, will, in either case, be sufficient, without reinvestment, to pay, as the same become due in accordance with Exhibit A, the amounts due and payable on the Refunded Obligations which have not previously been paid, and (2) with respect to an early redemption of Federal Securities and the reinvestment of the proceeds thereof, an unqualified opinion of nationally recognized 4110 municipal bond counsel to the effect that (a) such investment will not cause interest on the Bonds or Refunded Obligations to be included in the gross income for federal income tax purposes, under the Code and related regulations as in effect on the date of such investment, or otherwise make the interest on the Bonds or the Refunded Obligations subject to Federal income taxation and (b) such reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations and the Bonds. SECTION 12 : Restriction on Escrow Fund Investments - Reinvestment. Except as provided in Section 11 hereof, moneys in the Escrow Fund will be invested only in the Federal Securities listed in Exhibit B and neither the City nor the Bank shall reinvest any moneys deposited in the - Escrow Fund except as specifically provided by this Agreement. SECTION 14 : Excess Funds. If at any time through redemption or cancellation of the Refunded Obligations there exists or will exist excesses of interest on or maturing principal of the Federal Securities in excess of the amounts necessary hereunder for the Refunded Obligations, the Bank may transfer such excess amounts to 4110 oiiao2r 1a - 1 or on the order of the City, provided that the City delivers to 41/1 the Bank the following: (1) an opinion by an independent certified public accountant that after the transfer of such excess, the principal amount of securities in the Escrow Fund, together with the interest thereon and other available monies then held in the Escrow Fund, will be sufficient to pay, as the same become due, in accordance with Exhibit A, the principal of, and interest on, the Refunded Obligations which have not previously been paid, and (2) an unqualified opinion of nationally , recognized municipal bond counsel to the effect that (a) such transfer will not cause interest on the Bonds or the Refunded Obligations to be included in gross income for federal income tax purposes, under the Code and related regulations as in effect on the date of such • transfer, or otherwise make the interest on the Bonds or the Refunded Obligations subject to Federal income taxation, and (b) such transfer complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations or the Bonds. SECTION 14 : Collateralization. The Bank shall continuously 4111 secure the monies in the Escrow Fund not invested in Federal Securities by a pledge of direct obligations of the United States of America, in the par or face amount at least equal to the principal amount of said uninvested monies to the extent such money is not insured by the Federal Deposit Insurance Corporation. SECTION 15: Absence of Bank's Liability for Investments. The Bank shall not be liable or responsible for any loss resulting from any investment made in the Federal Securities or substitute securities as provided in Section 11 hereof. SECTION 16: Bank' s Compensation - Escrow Administration/ Settlement of Paying Agent's Charges. The City agrees to pay the Bank for the performance of services hereunder and as reimbursement for anticipated expenses to be incurred hereunder the amount of $ and, except for reimbursement of costs and expenses incurred by the Bank pursuant to Sections 3 , 11 and 19 hereof, the Bank hereby agrees said amount is full and complete payment for the administration of this Agreement. The City also agrees to deposit with the Bank on the effective date of this Agreement, the sum of $- which deposit represents the total charges due all paying agents for the ousan 4111 -8- 7ct — 51° . ® Refunded Obligations and the Bank acknowledges and agrees that $ is and represents the total amount of compensation due the Bank for services rendered as paying agent for the Refunded Obligations, and the City hereby represents and warrants that the balance of the foregoing sum is the total amount due the other paying agents for the Refunded Obligations. The Bank hereby agrees to pay, assume and be fully responsible for any additional charges that it may incur in the performance of its duties and responsibilities as paying agent for the Refunded Obligations. Furthermore, the Bank agrees to transmit to the other paying agent ,for the Refunded Obligations the amount included in said deposit for paying agent services to be rendered for the Refunded Obligations in accordance with the City's instructions. The City acknowledges and agrees that the above amount deposited with the Escrow Agent to cover paying agents' charges and expenses does. not include amounts which shall become due and payable for services rendered as registrar and transfer agent for fully registered Refunded Obligations, and the City agrees to pay directly to each "registrar" for the Refunded Obligations all reasonable costs, expenses and charges incurred in connection with the maintenance of the registration books and records and the transfer of such fully registered obligations as and when such costs, expenses and charges are incurred and against written invoices, statements or bills submitted therefor. 41/0 SECTION 17 : Escrow Agent's Duties / Responsibilities/ Liability. The Bank shall not be responsible for any recital herein, except with respect to its organization and its powers and authority. As to the existence or nonexistence of any fact relating to the City or as to the sufficiency or validity of any instrument, paper or proceedings relating to the City, the Bank shall be entitled to rely upon a certificate signed on behalf of the City by its Finance Director or Mayor and/or City Secretary of the City as sufficient evidence of the facts therein contained. The Bank may accept a certificate of the City Secretary under the City's seal, to the effect that a resolution or other instrument in the form therein set forth has been adopted by the City Council of the City, as conclusive evidence that such resolution or other instrument has been duly adopted and is in full force and effect. The duties and obligations of the Bank shall be determined solely by the express provisions of this Agreement and the Bank shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank. In the absence of bad faith on the part of the Bank, the Bank may conclusively rely, as to the truth of the statements and the 410 o. 7d rl x • 41/0 correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Bank, conforming to the requirements of this Agreement; but notwithstanding any provision of this Agreement to the contrary, in the case of any such certificate or opinion or any evidence which by any provision hereof is specifically required to be furnished to the Bank, the Bank shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement. The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Bank unless it shall be proved that the Bank was negligent in ascertaining or acting upon the pertinent facts. The Bank shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of all said. Refunded Obligations at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Bank not in conflict with the intent and purpose of this Agreement. For the purposes of determining whether the holders of the required principal amount of said Refunded Obligations have concurred in any such direction, Refunded Obligations owned by any obligor upon the Refunded Obligations, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with such obligor, shall be disregarded, except that for 4110 the purposes of determining whether the Bank shall be protected in relying on any such direction only Refunded Obligations which the Bank knows are so owned shall be so disregarded. The term "Responsible Officers" of the Bank, as used in this Agreement, shall mean and include the Chairman of the Board of Directors, the President, any Vice President and any Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and any Assistant Treasurer, and every other officer and assistant officer of the Bank customarily performing functions similar to those performed by the persons who at the time shall be officers, respectively, or to whom any corporate trust matter is referred, because of his knowledge of and familiarity with a particular subject; and the term "Responsible Officer" of the Bank, as used in this Agreement, shall mean and include any of said officers or persons. SECTION 18 : Limitation Re: Bank's Duties/Responsibilities/ Liabilities to Third Parties. The Bank shall not be responsible or liable to any person in any manner whatever for the sufficiency, correctness, genuineness, effectiveness, or validity of this Agreement with respect to the City, or for the identity or authority of any person making or executing this Agreement for and 0 0118027 -10- on behalf of the City. The Bank is authorized by the City to rely 11/1 upon the representations of the City with respect to this Agreement and the deposits made pursuant hereto and as to the City's right and power to execute and deliver this Agreement, and the Bank shall not be liable in any manner as a result of such reliance. The duty of the Bank hereunder shall only be to the City and the holders of the Refunded Obligations. Neither the City nor the Bank shall assign or attempt to assign or transfer any interest hereunder or any portion of any such interest. Any such assignment or attempted assignment shall be in direct conflict with this Agreement and be without effect. SECTION 19 : Interpleader. In the event conflicting demands or notices are made upon the Bank growing out of or relating to this Agreement or the Bank in good faith is in doubt as to what action should be taken hereunder, the Bank shall have the right at its election to: (a) Withhold and stop all further proceedings in, and performance of, this Agreement with respect to the issue in question and of all instructions received hereunder in regard to such issue; and (b) File a suit in interpleader and obtain an order from a court of appropriate jurisdiction requiring all persons involved to interplead and litigate in such S court their several claims and rights among themselves. In the event the Bank becomes involved in litigation in connection with this Section, the City, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred by the Bank as a result thereof. The obligations of the Bank under this Agreement shall be performable at the principal corporate office of the Bank in the City of Dallas, Texas. The Bank may advise with legal counsel in the event of any dispute or question regarding the construction of any of the provisions hereof or its duties hereunder, and in the absence of negligence or bad faith on the part of the Bank, no liability shall be incurred by the Bank for any action taken pursuant to this Section and the Bank shall be fully protected in acting in accordance with the opinion and instructions of legal counsel that is knowledgeable and has expertise in the field of law addressed in any such legal opinion or with respect to the instructions given. - SECTION 20 : Accounting - Annual Report. Promptly after September 30th of each year, commencing with the year 1994 , while 0ll&027 11/1 -11- 7 5 . _ , 4111 the Escrow Fund is maintained under this Agreement, the Bank shall forward to the City, to the attention of the Finance Director, or other designated official of the City, a statement in detail of the Federal Securities and monies held, and the current income and maturities thereof, and the withdrawals of money from the Escrow Fund for the preceding 12 month period ending September 30th of each year. SECTION 21: Notices. Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows: CITY OF SOUTHLAKE, TEXAS 667 N. Carroll Avenue Southlake, Texas 76092 Attention: Finance Director TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION P. O. Box 2320 Dallas, texas 75201 411/ Attention: Debt Administration The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. SECTION 22 : Performance Date. Whenever under the terms of this Agreement the performance date of any provision hereof, including the date of maturity of interest on or principal of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the Bank is authorized by law to close, then the performance thereof, including the payment of principal of and interest on the Refunded Obligations, need not be made on such date but may be performed or paid, as the case may be, on the next succeeding business day of the Bank with the same force and effect as if made on the date of performance or payment and with respect to a payment, no interest shall accrue for the period after such date. III --- 0118027 -12- t .1!1 • 1111 SECTION 23 : Warranty of Parties Re: Power to Execute and Deliver Escrow Agreement. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Agreement, in any and every said Refunded Obligation as executed, authenticated and delivered and in all proceedings pertaining thereto as said Refunded Obligations shall have been modified as provided in this Agreement. The City covenants that it is duly authorized under the Constitution and laws of the State of Texas to execute and deliver this Agreement, that all actions on its part for the payment of said Refunded Obligations as provided herein and the execution and delivery of this Agreement have been duly and effectively taken and that said Refunded Obligations in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the City according to the import thereof as provided in this Agreement. SECTION 24: Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the parties to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. In the event any covenant or agreement contained in this Agreement is declared to be severable from the other 410 provisions of this Agreement, written notice of such event shall immediately be given to each national rating service (Moody's Investors Service, Standard & Poor's Corporation or Fitch Investors Service) which has rated the Refunded Obligations on the basis of this Agreement. SECTION 25: Termination. This Agreement shall terminate when the Refunded Obligations, including interest due thereon, have been paid and discharged in accordance with the provisions of this Agreement. If any Refunded Obligations are not presented for payment when due and payable, the nonpayment thereof shall not prevent the termination of this Agreement. Funds for the payment of any nonpresented Refunded Obligations and accrued interest thereon shall upon termination of this Agreement be held by the Bank for such purpose in accordance with Section 7 hereof . Any moneys or Federal Securities held in the Escrow Fund at termination and not needed for the payment of the principal of or interest on any of the Refunded Obligations shall be paid or transferred to the City. SECTION 26: Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Bank by this Agreement. 1111 - 0118027 -13- 7d -SC" t s■ r SECTION 27 : Successors/Assigns. (a) Should the Bank not 11/1 be able to legally serve or perform the duties and obligations under this Agreement, or should the Bank be declared to be insolvent or closed for any reason by federal or state regulatory authorities or a court of competent jurisdiction, the City, upon being notified or discovering the Bank's inability or disqualification to serve hereunder, shall forthwith appoint a successor to replace the Bank, and upon being notified of such appointment, the Bank shall (i) transfer all funds and securities held hereunder, together with all books, records and accounts relating to the Escrow Fund and the Refunded Obligations, to such successor and (ii) assign all rights, duties and obligations under this Agreement to such successor. If the City should fail to appoint such a successor within ninety (90) days from the date the City discovers, or is notified of, the event or circumstance causing the Bank's inability or disqualification to serve hereunder, the Bank, or a bondholder of the Refunded Obligations, may apply to a court of competent jurisdiction to appoint a successor or assigns of the Bank and such court, upon determining the Bank is unable to continue to serve, shall appoint a successor to serve under this Agreement and the amount of compensation, if any, to be paid to such successor for the remainder of the term of this Agreement for services to be rendered both for administering the Escrow Fund and for paying agent duties and responsibilities for the Refunded Obligations. (b) Furthermore, the Bank may resign and be discharged from 11/1 performing its duties and responsibilities under this Agreement upon 'notifying the City in writing of its intention to resign and requesting the City to appoint a successor. No such resignation shall take effect until a successor has been appointed by the City and such successor has accepted such appointment and agreed to perform all duties and obligations hereunder for a total compensation equal to the unearned proportional amount paid the Bank under Section 16 hereof for the administration of this Agreement and the unearned proportional amount of the paying agents fees for the Refunded Obligations due the Bank. Any successor to the Bank shall be a bank, trust company or other financial institution that is duly qualified under applicable law (the Act or other appropriate statute) to serve as escrow agent hereunder and authorized and empowered to perform the duties and obligations contemplated by this Agreement and organized and doing business under the laws of the United States or the State of Texas, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5, 000, 000 and be subject to the supervision or examination by Federal or State authority. 0118027 III 4 4- ))_ lel-5Y * .. . r 4111 Any successor or assigns to the Bank shall execute, acknowledge and deliver to the City and the Bank, or its successor or assigns, an instrument accepting such appointment hereunder, and the Bank shall execute and deliver an instrument transferring to such successor, subject to the terms of this Agreement, all the rights, powers and trusts created and established and to be performed under this Agreement. Upon the request of any such successor Bank, the City shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Bank all such rights, powers and duties. The term "Bank" as used herein shall be the Bank and its legal assigns and successor hereunder. SECTION 28 : Escrow Agreement - Amendment/Modification. This Agreement shall be binding upon the City and the Bank and their respective successors and legal representatives and shall inure solely to the benefit of the holders of the Refunded Obligations, the City, the Bank and their respective successors and legal representatives. Furthermore, no alteration, amendment or modification of any provision of this Agreement shall (1) alter the firm financial arrangements made for the payment of the Refunded Obligations or (2) be effective unless (i) prior written consent of such alteration, amendment or modification shall have been obtained from the holders of all Refunded Obligations outstanding at the time of such alteration, amendment or modification and (ii) such alteration, amendment or modification 1110 is in writing and signed by the parties hereto; provided, however, the City and the Bank may, without the consent of the holders of the Refunded Obligations, amend or modify the terms and provisions of this Agreement to cure in a manner not adverse to the holders of the Refunded Obligations any ambiguity, formal defect or omission in this Agreement. If the parties hereto agree to any amendment or modification to this Agreement, prior written notice of such amendment or proposed modification, together with the legal documents amending or modifying this Agreement, shall be furnished to each national rating service (Standard & Poor's Corporation, Moody's Investors Service or Fitch Investors Service) which has rated the Refunded Obligations on the basis of this Agreement, prior to such amendment or modification being executed. SECTION 29 : Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 30: Executed Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. This Agreement shall be governed by the laws of the State of Texas and shall be effective as of the date of the delivery of the Bonds. 1111 oiiaozr -15- lit -57 IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent Title: ATTEST: Authorized Signer (Bank Seal) 0118027 -16- 'Id -SS 1 \ • V \\yr 1111 RESOL f_16161_ 7, A RESOLUTION providing for the redemption of certain outstanding obligations of the City; and resolving other matters p� incident and related to the redemption ( c° of such obligations. WHEREAS, pursuant to ordinances, passed and adopted by the City Council of the City of Southlake, Texas, the following described obligations were duly authorized to be issued and are currently outstanding, to wit: (1) City of Southlake, Texas, General Obligation Refunding Bonds, Series 1990, dated March 1, 1990, maturing on February 1 in each of the years 2002, 2003 and 2009, and aggregating in principal amount $2,070,000; and (2) City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1990, dated August 1, 1990, maturing on February 1 in 4111 each of the years 2002 through 2011, and aggregating in principal amount $745,000; AND WHEREAS, the above identified obligations were authorized, issued, sold and delivered subject to the right and authority of the City to redeem the same prior to maturity, as provided in the respective authorizing ordinances and in said obligations; and WHEREAS, in connection with the advance refunding of the above described obligations, the Council hereby finds and determines that obligations of the respective series should be redeemed prior to their maturities on the dates and in the manner hereinafter provided and in accordance with the requirements.. prescribed therefor and notice of redemption of such obligations should be approved and authorized to be given at this time by the Council; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: 0123673 � 1 } 0 1111 SECTION 1: The bonds of that series known as "City of Southlake, Texas, General Obligation Refunding Bonds, Series 1990", dated March 1, 1990, maturing in the years 2002, 2003 and 2009, and aggregating in principal amount $2,070,000, shall be redeemed and the same are hereby called for redemption on February 1, 2000, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this resolution, together with a suggested form of notice of redemption to be sent to bondholders, with The Frost National Bank of San Antonio, Austin, Texas (successor paying agent/registrar to First City, Texas-Austin, N.A. ) , in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit A and incorporated herein by reference as a part of this resolution for all purposes. SECTION 2 : The certificates of that series known as "City of Southlake, Texas, Tax and Waterworks-and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1990", dated August 1, 1990, maturing in the years 2002 through 2011, and aggregating in principal amount $745, 000, shall be redeemed and the same are hereby called for redemption on February 1, 2001, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this resolution, together with a suggested form of notice IIII of redemption to be sent to certificateholders, with Texas Commerce Trust Company, National Association, Dallas, Texas (successor paying agent/registrar to Ameritrust Texas National Association) , in accordance with the redemption provisions applicable to such obligations; such suggested form of notice of redemption being attached hereto as Exhibit B and incorporated herein by reference as a part of this resolution for all purposes. SECTION 3 : The redemption of the obligations described above being associated with the advance refunding of such obligations, the approval, authorization and arrangements herein given and provided for the redemption of such obligations on the redemption dates designated therefor and in the manner provided shall be irrevocable upon the issuance and delivery of the "City of Southlake, Texas General Obligation Refunding and Improvement Bonds, Series 1993", dated October 15, 1993 ; and the City Secretary is hereby authorized and directed to make all arrangements necessary to notify the holders of such obligations of the City's decision to redeem such obligations on the dates and 0 0123673 S in the manner herein provided and in accordance with the ordinances authorizing the issuance of the obligations. PASSED AND ADOPTED, this October 19, 1993 . CITY OF SOUTHLAKE, TEXAS • Mayor ATTEST: City Secretary (City Seal) 1111 4111 0123673 _u r • EXHIBIT A NOTICE OF REDEMPTION • CITY OF SOUTHLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS SERIES 1990 DATED MARCH 1, 1990 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after February 1, 2002 and aggregating in principal amount $2,070,000 have been called for redemption on February 1, 2000 at the redemption price of par and accrued interest to the date of redemption, . such bonds being_ identified as follows: Year of Principal Amount . Maturity Outstanding 2002 $ 200,000 2003 215,000 2009 1, 655,000 ALL SUCH BONDS shall become due and payable on February 1, 2000, and interest thereon shall cease to accrue from and after 4111 said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to the principal office of The Frost National Bank of San Antonio, Austin, Texas (successor paying agent/registrar to First City, Texas-Austin, N.A. ) . THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to •a resolution by the City Council of the City of Southlake, Texas. THE FROST NATIONAL BANK OF SAN ANTONIO, Austin, Texas, as Paying Agent/Registrar Address: P. O. Box 2127 Austin, Texas 78767 0123682 • EXHIBIT B 4111 NOTICE OF REDEMPTION CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1990 DATED AUGUST 1, 1990 NOTICE IS HEREBY GIVEN that all certificates of the above series maturing on and after February 1, 2002 and aggregating in principal amount $745,000 have been called for redemption on February 1, 2001 at the redemption price of par and accrued interest to the date of redemption, such certificates being identified as follows: Year of Principal Amount Maturity Outstanding 2002 $ 50,000 2003 55,000 2004 60,000 2005 65,000 2006 70,000 2007 75,000 2008 85,000 4111 2009 90,000 2010 95,000 2011 100,000 ALL SUCH CERTIFICATES shall become due and payable on February 1, 2001, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said certificates shall be paid to the registered owners of the obligations only upon presentation and surrender of such certificates to the principal office of Texas Commerce Trust Company, National Association, Dallas, Texas (successor paying agent/registrar to Ameritrust Texas National Association) . THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to a resolution by the City Council of the City of Southlake, Texas. TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION, Dallas, Texas, as Paying Agent/Registrar Address: P. O. Box 2320 Dallas, Texas 75221-2320 • 0123682 c City of Southlake,Texas - - MEMORANDUM III October 12, 1993 TO: Curtis E . Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Resolution 93-59 Notice of Intent to Issue Certificates of Obligation for Park Land The terms of the agreement for the purchase of park land adjacent to the City' s Bicentennial Park and currently owned by Mr. Ralph Evans have been approved. The City is to purchase 15 . 49 acres of land at $29, 000 per acre. The total purchase price is $449, 210 . Estimated costs to be paid by the City include issuance costs, title policy, property taxes and an environmental study. The City is to pay Mr. Evans cash of $129, 210 from the City' s existing cash on hand in the Park Land Dedication Fund. As of August 30, 1993, the fund has a balance of $186, 375 . The balance of the amount due for the land, $320, 000, is to be paid over a five year period. The net interest cost imputed on the transaction is 4 . 10 . A payout schedule is attached. • In order to issue the Certificates of Obligation, the City must pass a resolution authorizing Notice of Intent to issue Certificates of Obligation. The actual Notice of Intent must be published on the same day of two consecutive weeks, with the first notice at least 15 days prior to the Certificate sale . The Resolution authorizing Notice of Intent and first reading of the Ordinance should be placed on the City Council' s agenda for October 19 . The second reading of the Ordinance should be scheduled for November 16 . Actual closing on the certificates should be made by December 14 . LAH prklnd93 • RESOLUTION NO. • A RESOLUTION approving and authorizing publication of notice of intention to issue certificates of obligation. - i WHEREAS, the City Council of the City of. Southlake, Texas, has determined that certificates of obligation should be issued under and pursuant to the provisions of V.T.C.A. , Local Government Code, Subchapter C of Chapter 271, for the purpose of paying contractual obligations to be incurred for the acquisition of land for municipal purposes, including, but not limited to, parks and recreational facilities; and WHEREAS, prior to the issuance of such certificates, the City Council is required to publish notice of its intention to issue the same in a newspaper of general circulation in the City, said notice stating (i) the time and place the Council tentatively proposes to pass the ordinance authorizing the issuance of the certificates, (ii) the maximum amount proposed to be issued, (iii) the purposes for which the certificates are to be issued and (iv) the manner in which the Council proposes to pay the certificates; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF 1111 SOUTHLAKE, TEXAS: SECTION 1: That the City Secretary is hereby authorized and directed to cause notice to be published of the Council's intention to issue certificates of obligation in the principal amount not to exceed $320,000 for the purpose of paying contractual obligations to be incurred for the acquisition of land for municipal purposes, including, but not limited to, parks and recreational facilities, such certificates to be payable from ad valorem taxes. The notice hereby approved and authorized to be published shall read substantially in the form and content of Exhibit A hereto attached and incorporated herein by reference as a part of this resolution for all purposes. SECTION 2 : That the City Secretary shall cause the aforesaid notice to be published in a newspaper of general circulation in the City, once a week for two consecutive weeks, the date of the first publication to be at least fifteen (15) days prior to the date stated therein for the second reading and final 0123624 • 1111 adoption of the ordinance authorizing the issuance of the certificates of' obligation. PASSED AND ADOPTED, this October 19, 1993. Mayor, City of Southlake, Texas' ATTEST: City Secretary, City of Southlake, Texas (City Seal) 1111 0123624 S . . -2- a • EXHIBIT A NOTICE OF INTENTION TO ISSUE CITY OF SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION TAKE NOTICE that the City Council of the City of Southlake, Texas, shall convene at 7:00 o'clock P.M. on the 16th day of November, 1993, at the City Hall, 667 N. Carroll Avenue, Southlake, Texas, and, during such meeting, the' City Council will consider the second reading and final adoption of an ordinance authorizing the issuance of certificates of obligation in an amount not to exceed $320,000 for the purpose of paying contractual obligations to be incurred for the acquisition of land for municipal purposes, including, but not limited to, parks and recreational facilities, such certificates to be payable from ad valorem taxes. The certificates are to be issued, and this notice is given, under and pursuant to the provisions of V.T.C.A. , Local Government Code, Subchapter C of Chapter 271. 4111 City Secretary, City of Southlake, Texas 0123612 • "b - C- 14.1‹ City of Southlake,Texas CiiY MAN M N AG ER MEMORANDUM411/ I � �� � � 1 li-l1 ` October 12 , 1993 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance 586 - Issuance of Certificate of Obligations for Park Land Ordinance 586 is presented for first reading by the City Council to ' formally approve the issuance of Certificates of Obligation for the purchase of park land. The closing date for the issuance is set for December 14, at which time the City will close on the property, at which time the City will exchange the Certificates for a warranty deed to the property. In order to issue to the Certificates of Obligation, the City must pass a resolution authorizing Notice of Intent to issue Certificates of Obligation. The actual Notice of Intent must be published on the same day of two consecutive weeks, with the first notice at least 15 days prior to the Certificate sale. 1111 Please place Ordinance 586, issuance of Certificates of Obligations for park land, on the October 19 agenda for first reading. The second reading of the Ordinance should be scheduled for November 16 . LAH prklnd93 III uTI W r ORDINANCE NO. clorv" 1111 AN ORDINANCE authorizing the issuance of "CITY O SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1993" ; specifying the terms and features of said certificates; providing for the payment of _ said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the / approval and distribution of an Official Statement pertaining thereto; and providing an effective date. WHER i , -eta-e-e--o-f--the- City Council's intention to issue certificates of obligation in the maximum principal amount of $320, 000 for the purpose of paying contractual obligations- to be incurred for the acquisition of land' for municipal purposes, including, but not limited to, parks and recreational facilities, has been duly published in on , 1993 and , 1993 , the date of the first publication of such notice being not less than fifteen (15) days prior to November 16, 1993, the date stated therein for the second reading and final passage of this Ordinance; and 4111 WHEREAS, no petition, bearing the valid petition signatures of 5% or more of the qualified electors of the City, protesting the issuance of the certificates of obligation described in the aforesaid notice, has been presented to or filed with the City Secretary on or prior to the date of the passage of this Ordinance; and WHEREAS, the Council hereby finds and determines that all of the certificates of obligation described in such notice should be issued at this time and such certificates are to be delivered to the owner of the land to be acquired in exchange for the title to such land; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Authorization, Designation, Principal Amount, Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $320, 000, to be designated and bear the title "CITY OF SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1993" (hereinafter referred to as the "Certificates") , for the purpose of paying contractual obligations to be incurred for the acquisition of land 0123796 M , • 1111 for municipal purposes, including, but not limited to, parks and recreational facilities, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A. , Local Government Code, Subchapter C of Chapter 271, as amended. SECTION 2: Fully Registered Obligations - Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated October 1, 1993 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on August 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate 1994 $ 60,000 1995 60,000 1996 65, 000 • 1997 65, 000 1998 70, 000 The Certificates shall bear interest on the unpaid principal amount from the date of their delivery to the initial owner (which 4111 date shall be the registration date noted on the Initial Certificates in the "Registration Certificate of Paying Agent/Registrar" to appear thereon) at the per annum rate shown above in this Section (computed on the basis of a 360-day year of twelve 30-day months) . Interest on the Certificates shall be payable semiannually on February 15 and August 15 in each year, commencing August 15, 1994. SECTION 3 : Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity or redemption shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. Interest on each definitive Certificate shall accrue from the latest interest payment date that interest thereon has been paid that precedes the registration date appearing on such Certificate 0123796 11/0 -2- 9 l ® in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereof) , unless the registration date appearing thereon is an interest payment date for which interest is being paid, in which case interest on such Certificate shall accrue from the registration date thereon and provided further that interest on such definitive Certificates having a registration date prior to the first interest payment date shall accrue from the date of delivery of the Certificates to the initial owners thereof. The selection and appointment of Texas Commerce Trust Company, National Association to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" , substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in ® the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its principal offices in Dallas, , Texas (the "Designated Payment/Transfer Office") . Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not 0123796 -3- such a Saturday, Sunday, legal holiday, or day when banking 41/1 institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4 : Non-Redeemable. The Certificates shall not be • subject to redemption prior to maturity- at the option of the City. SECTION 5: Registration - Transfer - Exchange of Certi- ficates - Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each registered owner of the Certificates issued under and pursuant to the provisions of this Ordinance. Any Certificate may, in accordance with its terms and the terms hereof, S be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more new Certificates shall be registered and issued to the assignee or transferee of the previous Holder; such Certificates to be in authorized denominations, of like Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and for like aggregate principal amount, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered 0123796 410 -4- for exchange, the Paying Agent/Registrar shall register and deliver 1111 Certificates, executed on behalf of and furnished by the City, to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates, " evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor 1111 Certificates" shall include any Certificate registered and delivered pursuant to Section 10 hereof in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 6: Execution - Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial owners and with respect to Certificates delivered in subsequent. exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of 0123796 -5- O 0 registration substantially in the form provided in Section 8C, 4111 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 8D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. Notwithstanding the above and foregoing paragraph, the Initial Certificates authorized for delivery to the initial owners in Section 7 hereof shall have printed thereon both Certificates of Registration appearing in Sections 8C and 8D hereof, and both such certifications shall be required to be manually executed in connection with the initial delivery of the Initial Certificates to the initial owners and both such certificates appearing on each of the Initial Certificates, duly signed, shall be conclusive evidence that such Initial Certificates have been duly certified, registered and delivered. SECTION 7 : Initial Certificates. The Certificates herein authorized shall be initially issued as five (5) fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from 1 and upward (hereinafter called the "Initial Certificates") and the Initial Certificates shall be registered in S the name of the initial owner or the designee thereof. The Initial Certificates shall be the Certificates submitted to the Office of • the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial owner. Any time after the delivery of the Initial Certificates, the Paying Agent/Registrar, pursuant to written instructions from the initial owners, or the designee thereof, shall cancel the Initial Certificates delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial owners, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, 0123796 -6- 4111 substitutions, and other variations as are permitted or required by 41/0 this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and .,any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificates shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. B. Form of Definitive and Initial Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, CERTIFICATE OF OBLIGATION, SERIES 1993 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: October 1, 1993 Registered Owner: Principal Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City") , a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above on the Stated Maturity date specified above, without right of prior redemption, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Amount hereof from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case 0123796 4111 -7- it shall bear interest from such date, or unless this Certificate 41/0 is authenticated prior to August 15, 1994 , in which case it shall bear interest from the date of its delivery, or the delivery of a Predecessor Certificate, to the initial owners) at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing August 15, 1994. Principal of this Certificate is payable at its Stated Maturity to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first • class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private S debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $320, 000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for the acquisition land for municipal purposes, including, but not limited to, parks and recreational facilities, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A. , Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance") . The Certificates 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 all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the 0123796 -8- • . . ® transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledges, charges' and covenants made therein may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the 4110 Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of 0123796 -9- S Yd_ -io II/0 the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and. the Ordinance; that the Certificates do not exceed Any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal .of the City as of the Certificate Date. - CITY OF SOUTHLAKE, TEXAS COUNTERSIGNED: Mayor 41/0 City Secretary (SEAL) 0123796 -10- S - ! C. *Form of Registration Certificate of Comptroller 11/0 of Public Accounts to appear on Initial Certificate only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS' OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) D. Form of Certificate of. Paying Agent/Registrar to appear on Certificates. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR ;,; 4110 This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The principal offices of the Paying Agent/Registrar in Dallas, Texas, is the Designated Payment/Transfer Office for this Bond. TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION, as Paying Agent/Registrar Registration Date: By Authorized Signature *NOTE TO PRINTER: Do Not Print on Definitive Certificates 0123796 7_li: E. Form of Assignment. 1110 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee: ) (Social Security or other identifying number: ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this Signature guaranteed: assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. SECTION 9: Tax Levy. To provide for the payment of the "Debt Service Requirements" of the Certificates, being (i) the interest on the Certificates and (ii) a sinking fund for their • redemption 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 Certificates 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 Certificates 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 Certificates shall be kept and maintained by the City at all times while the Certificates are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Certificates shall be deposited to the credit of a "Special 1993 Certificate 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 Certificates. 0123796 -12- • �4 -13 • Proper officers of the City are hereby authorized and directed 11/0 to cause to be transferred to the Paying Agent/ Registrar for the Certificates, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the ' Certificates as the same accrues or matures; 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 principal and interest payment date for the Certificates. Provided, however, in regard to the payments to become due on the Certificates on August 15, 1994, sufficient current funds will be available and are hereby appropriated to make such payments; and proper officials of the City are hereby authorized and directed to transfer and deposit to the credit of the Interest and Sinking Fund, such current funds which will be sufficient to pay the amount of the payments due on the Certificates on August 15, 1994. SECTION 10: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying S Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. 0123796 -13- • SECTION 11: Satisfaction of Obligation of City. If the 11110 City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof. 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 1111 cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code. of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the Stated Maturity of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. 0123796 -14- The term "Government Securities", as used herein, means direct 11/1 obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective Stated Maturities of the Certificates and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form. SECTION 12 : Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City while any Certificates remain 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 principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any 'of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 11 hereof; and (3) those mutilated, destroyed, lost, or stolen Certificates which have been replaced with Certificates registered and delivered in lieu thereof as provided in Section 10 hereof. 0123796 -15- ® SECTION 14 : Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14 , the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1. 148-1 (b) of the Regulations, and any replacement proceeds as defined in Section 1. 148-1(c) of the Regulations, of the Certificat-ds. "Investment" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148 (b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental 4111 purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1. 148-5 of the Regulations; and (2) the Certificates has the meaning set forth in Section 1. 148-4 of the Regulations. (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 0123796 -16- ® other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates (including property financed with Gross Proceeds of the Refunded Obligations) , 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 41/0 activity carried on by any person or entity (including a the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations) , other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or 0123796 -17- local government. For purposes of the foregoing covenant, such 41/1 Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested) , if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby) , whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149 (b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed 41/0 within the meaning of section 149 (b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149 (e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profit . Except to the extent otherwise provided in section 148 (f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for 0123796 -18- • Pd, -1q each receipt and expenditure of Gross Proceeds and the 1110 obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148 (f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1. 148-3 (e) (2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148 (f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148 (f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3) , and if 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 Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and 0123796 -19- 1110 Yet rulings thereunder, the City shall not, at any time prior to the 1110 earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. (j) Elections. The City hereby directs and authorizes the City Manager and Finance Director, either or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 15: Delivery of Certificates in Exchange for Title to Land. The Certificates are to be issued to W. Ralph Evans and Linda S. Evans in exchange for and delivery of a General Warranty Deed conveying unto the City fee simple title to that certain tract of land consisting of 15.49 acres, more or less, out of the survey, Abstract No. , Tarrant County, Texas. Furthermore, upon receipt of the General Warranty Deed from the Evans, the Mayor and City Manager are hereby authorized and directed to execute and deliver to the City a Quit Claim Deed conveying title to such property to the City. • SECTION 16: Qualified Tax Exempt Obligations. That in {; accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Certificates to be "qualified tax exempt obligations" in that the Certificates are not "private activity bonds" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the City) for the calendar year 1993 will not exceed $10, 000, 000. SECTION 17: Official Statement. The Official Statement prepared in the initial offering and sale of the Certificates by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Council hereby finds that the information and data contained in said Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 0123796 1110 -20- • SECTION 18: Control and Custody of Certificates. The Mayor 1110 of the 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, and shall take and have charge and control of the Initial Certificates pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and their delivery to the initial owners. Furthermore, the Mayor, City Secretary, City Manager and Finance Director, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates as may be necessary for the approval of the Attorney General, registration by the Comptroller of Public Accounts and delivery of the Certificates to the initial owners 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 Certificates to the to the owners. SECTION 19: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at'the close of business on the business day next preceding the mailing of such notice. • In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall , be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 20: Cancellation. All Certificates surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying 0123796 11/0 -21- Agent/Registrar. All cancelled Certificates held by the Paying 11/0 Agent/Registrar shall be returned to the City. SECTION 21: Legal Opinion. The obligation of the initial owners of the Certificates to accept delivery- of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P. , Attorneys, Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of the initial delivery of the Certificates. SECTION 22 : CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 23 : 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 4110 Paying Agent/Registrar and the Holders. SECTION 24 : 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 25: Governing 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 26: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 27 : 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. 0123796 -22- SECTION 28: Severability. If any provision of this 1111 Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares 'that this Ordinance would have been enacted without such invalid provision. SECTION 29: Public Meeting. 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. SECTION 30: 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, October 19, 1993. • PASSED ON SECOND READING AND ADOPTED, this November 16, 1993. CITY OF SOUTHLAKE, TEXAS 1110 Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attorney 0123796 11/1 -23- I 1110 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of November 16, 1993 (this "Agreement") , by and between the City of Southlake, Texas (the "Issuer") , and Texas Commerce Trust Company, 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, Certificates of Obligation, Series 1993" (the "Securities") , dated October 1, 1993 , such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about--December 14, 1993; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for . 4110 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 interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Bond Resolution" (hereinafter defined) . The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to 0123864 • the transfer and exchange thereof as provided herein and in the 11/1 "Bond Resolution" . The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. 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 TWO DEFINITIONS S Section 2 .01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal office of the Bank as indicated on page 11 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. 0123864 ( - 2 1111 -2- ® "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, Finance Director or City Manager, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4. 06 hereof and the Resolution) . "Redemption Date" when used with respect to any Security 4111 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. 0123864 1111 -3- Yd, -02 7 "Stated Maturity" means the date specified in the Bond 1110 Resolution the principal of a Security is scheduled to be due • and payable. Section 2 . 02 . Other Definitions. The terms "Bank, " "Issuer, " and "Securities (Security) " have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3 . 01. Duties of Paving Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of principal and/or interest on the Securities to the • registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the fiduciary account provided in Section 5. 05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3 . 02 . Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities at the dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4. 01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and 0123864 -4- • containing such other information as may be reasonably required by 11/1 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 delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. , Section 4. 02 . Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities'. Section 4 . 03 . Form of Security 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 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. 0123864 -5- • . The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4 . 04. List of Security Holders.- The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy 'of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, 'an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4. 05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. 1111 Section 4. 06. Mutilated, Destroyed, Lost or Stolen Securi- ties. The Issuer hereby instructs the Bank, subject to the provisions of Section 10 of the Bond Resolution, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. 0123864 -6- Yd -3a 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. 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 1111 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. 0123864 R-7- , S d ....:3 ) (e) The Bank may consult with counsel, and the written 1110 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 rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5. 05. Moneys Held by Bank - Fiduciary Account/ Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and 41/0 disbursement of moneys received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any) , or interest on any Security and remaining unclaimed for four years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look 0123864 -8- only to the Issuer for payment thereof, and all liability of the 1111 Bank with respect to such moneys shall thereupon cease. Section 5. 06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5. 07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 _ of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5. 08 . DT Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or • equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements" , effective August 1, 1987, 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 . Assignment. 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 0123864 -9- • j. j permitted hereby to be given or furnished to the Issuer or the • Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 11. Section 6. 04 . Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6. 05. Successors and Assigns. 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, arid 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 Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. • Section 6. 09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6. 10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof) , together with other pertinent books and records relating 0123864 -10- fel -3 1111 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. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. TEXAS COMMERCE TRUST COMPANY, NATIONAL ASSOCIATION BY . Title: .. - [SEAL] Attest: Mailing Address: Title: Debt Administration Division P. O. Box 2320 Dallas, Texas 75221-2320 : DeliveryAddress: � Debt Administration Division 1201 Elm Street, 30th Floor Dallas, Texas 75201 CITY OF SOUTHLAKE, TEXAS BY Mayor (CITY SEAL) Address: 667 N. Carroll Avenue Attest: Southlake, Texas 76092 City Secretary 0123864 • -11- 1 1L.LU11\U1 U111\1\L.11 11...<_ v11 - -+-• s ` Jµ ORDINANCE NO. • AN ORDINANCE OF THE CITY COUNCIL OF SOUTHLAKE, TEXAS, AUTHORISING AND APPROVING THE CREATION OF TEA SOUTHLAKE PARKS DEVELOPMENT CORPORATION; APPROVING THE CORPORATION'S ARTICLES OF INCORPORATION AND APPOINTING ITS INITIAL DIRECTORS; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. ERAS;pursuant to the authority granted by the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act") , this City Council finds it advisable to authorize the creation of a non-profit corporation (the "Corporation") to be named the Southlake Parks Development Corporation, to act on its behalf in financing, under the Act, eligible "projects" thereunder; and WHEREAS, such projects are hereby deemed to be for the benefit of the public; and 4110 WHEREAS, the Corporation may exercise such other powers for ' such purposes as may be consistent with the Act, and subject to the approved of the City Council from time to time; and WHEREAS, the City of Southlake is an eligible city as defined by Section 4B of the Act; and WHEREAS, the Corporation shall be governed by Section 4B of the Act, as •now existing or as it Iaay be amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: fi\lii4Amuni\.tnke\ordianc\dercorp.ord S C1CO-V114l7i Dt1IU 1 I IGL • Oi( "-JOU-JnJJ Ul. G 14 . yJ 1L •U4 IYU .UVy 1'' .0 SECTION 1. • That the findings and declarations contained in the preambles of this Ordinance are incorporated herein as part of this Ordinance. SECTION 2. That this City Council hereby finds and determines that cooperative action with the Corporation will provide a means of financing needed public improvements within the City, consistent with the Act. SECTION 3. That this City Council hereby approves the Articles of Incorporation (the "Articles") for the Corporation in substantially the form attached hereto as Exhibit A and authorizes the filing of 411 the Articles with the Secretary of State of Texas in accordance with the Act. SECTION 4. That this City Council hereby appoints those persons named in the Articles, each of whom on the date of his or her appointment is duly qualified in accordance with the Act, to serve as the initial members of the Board of Directors of the Corporation, such service to be at all times subject to he powers of the City Council under the Articles. f(\filaa\muni\alake\ordinanc\drrcorp.ord 2 • t vil.v . ul 1 � 1 1 1 L•L- V 11 V V V V JV V UV 1. 1•". !JV +� �� 1IV •V V J 1 Vet S SECTION 5. That it is intended that the Corporation be a duly constituted authority and instrumentality of the City, with the power to act on its behalf and to accomplish the public purposes of the City within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Section 103 and 115 of the Internal Revenue Code of 1986, as amended. SECTION 6. This ordinance shall be cumulative of all provisions of ordinances of the City of Southlake, Texas, except where the provisions of this ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 7. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of f.\file.\mun1\.1ekr.\erdinanc\devcorp.ord 3 1' lj_LL11V 17. OYIICICC I I ICI_ • O1 I -JVV any such unconstitutional phrase, clause, sentence, paragraph or • section. SECTION 8. This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED ON FIRST READING ON THIS DAY OF , 1993. MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED OM SECOND READING ON THIS DAY OF , Z993. 4111 MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: City Attorney Date: ADOPTED: EFFECTIVE: t.\tliee\manL\eLake\ordinanc\devoorp.ord 4 FIELDING , BARRETT TEL: 817-560-3956 uct .LJ NO .uuL r.uz • ARTICLES OF INCORPORATION OF SOUTHLAKE C agg DEVELOPMENT CORPORATION THE STATE OF TEXAS § COUNTY OF TARRANT CITY OF SOUTHLAHE WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of Southlake, Texas (which is a duly established City under the Texas constitution) , acting as incorporators of a public instrumentality and nonprofit development corporation (the "Corporation") under the "Development Corporation Act of 1979", as amended, with the approval of the City Council of the City of Southlake, Texas (the "City") as evidenced by the 411 Reser-I-at-len gegswez attached as Attachment "A" and made a part of these Articles for all purposes, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE NAME The name of the corporation is "Southlake Public Development Corporation. " ARTICLE TWO AUTHORIZATION The Corporation is a nonprofit corporation, and is an industrial development corporation under the Development fs\filnz\aunt\alakr\articles.01 . -v1 f l,CLUIPOJ t DMICICC 11 ILL . O11 JVV J7JJ u,Y. i^a»v i'- "� '>'-' -v... Corporation Act of 1979, Article 5190.6 Vernon's Texas Civil Statutes, (the "Act") , and shall be governed by Section 48 of said Act, as now existing or as may be amended. ARTICLE THREE DURATION The period of duration of the Corporation is perpetual. ARTICLE FOUR PURPOSE AND LIMITATIONS The Corporation is organized exclusively for the purposes of benefiting and accomplishing public liurposes of, and to act on behalf of, the City, and the specific purposes for which the Corporation is organized and may issue bonds on behalf of the City for the financing e€--preects (as defined by the Aet an ei regulations adopted pursuant to said Act) for the permitted perpescs set forth in d M«. 4b�yn,v r the Act e. '�"('�"�i +Q�',� ���::,� � c��Y;:�'..��:.��C,'^ 3 lG..ra.st �uc....nu K�r:t ��;.' r.' EMI.7dx r.,.... ::e.:... .w.. ,Kt UW N.+dN ew:X: _ �>t 51. tAIWZ1.. C aK i 1<Z. 4.44 x.>:`". :4 s.idau� � ,j• ,.«.K<'u„ ..�.•fYS:: �..., ...Y... ... .a „4r< s.a._.-- ^•� '- K.v� .....,.u<..:<,•-��yx j�j ''{..ifs' a .[% .r 't4 -•. �{� I ': '^t..«. '6 U Y�; u s- r >: ! C>:..4k Mry ar"+'2.^`. il,:..«:iff-y ?;ram t: °: ,..wettiA s14:1 ; egVfar„ a 'g . x:0•<`y+'0i. ., dubP� k' .Y. �:M«• ..yN ) •M Cry Y �;�s��:��., �:�:� < '��r�a ;moo �r �� ��"a ��'a����* ,lv;,•:. .»..».Y :.:: ....i..hr r��.. ...;:•....aoreyaV 'a.:r::s:A.., tM<at5 "<.$ .....reee�06^N ... 104aW204WzggEw The Corporation may finance and undertake any My project authorized by--Section AB of the Act, subject to f.\files\aani\slake\azticica.01 2 I tlrLu 11\VI u111\1\L11 1LL Vl1 JVV w/JJw! UV I, lYIJV tL VY 1\u VVJ 1 VV • the regulations and limitations therein , ta J'• j � Y� ��«io;,•>e.yavo«rK-M1 ewcl.cs o...;rlawrae»aoxrr,>:s�'Oxrxrl.• grot. No bonds may be issued by the Corporation and no project may be financed with bond proceeds or other revenues of the Corporation unless such bonds or projects are first approved by the governing body of the City. The Corporation is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Sections 103 and 141 of the Internal Revenue Code of 1986, as amended, and the Corporation is authorized to act on behalf of the City as provided in -Articles of Incorporation. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including without limitation Article III, Section 52 of said constitution, and no agreements, bonds, • debts or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts or obligations, or the lending of credit, or a grant of public money or thing of value, of or by the City, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. ARTICLE FIVE FINANC ING (a) Before the consummation of the sale and delivery of any bonds, notes, or other forms of debt instruments, the Corporation shall obtain approval by the City Council. f A Llaa1nuniNelakdAarticl.o.o1 3 g-e- +.��✓+IVs L11,4,1- 11 Il_l� • V11 JVV VJJV a.l a.. Ir i� sJv i�-V� ITV .VVJ 1 .VJ (b) In the exercise of the powers of the Corporation, the Corporation may enter into loan, lease, trust, or other agreements as authorized by the Act that are necessary and appropriate to the fulfillment of the public purpose of the Corporation, all of which agreements, and the specific uses, and the methods of withdrawal and expenditure of the proceeds of the bonds, notes, or other debt instruments proposed to be issued by the Corporation, shall be stated and described in the proceedings authorizing the bonds, notes, or other debt instrument,;, and must be included as a part of the approval process of the City Council required above. In connection with the issuance of its obligations, the Corporation shall select bond counsel and financial advisors acceptable to the City Council and the City Manager. (c) In the exercise of the powers of the Corporation, the Corporation may not enter into any loan, lease, trust, or other agreement the effect of which would grant, convey, transfer, mortgage, encumber, pledge or assign a security interest or any interest in any property owned by the City. Any agreement entered into by the Corporation shall contain language substantially to the effect that any grant, conveyance, transfer, mortgage, encumbrance, pledge or assignment of property owned by the city is prohibited. ARTICLE SIX MEMBERS The Corporation has no members and is a nonstock corporation. x.\file■\.oni\■iota\Articlog.01 4 g...Je_ S7 ARTICLE SEVEN o SALES TAX Upon receipt from the City of the proceeds of the sales and use tax imposed under Section 4B of the Act, the Corporation may use the proceeds as permitted by the Act as now existing or as may be amended. ARTICLE EIGHT AMENDMENT These Articles of Incorporation may be amended at any time as provided in the Act, to make any changes and add any provisions which might have been included in the Articles of Incorporation in the first instance. Any amendment may be accomplished in either of the following manners: (1) The members of the Board of Directors of the Corporation shall file with the governing body of the City a written • application requesting approval of the amendments to the Articles of Incorporation, specifying in such application the amendments proposed to be made. The City Council shall consider such application and, if it shall, by apprepriate r& o cation mogg, duly find and determine that it is advisable that the proposed amendments be made it shall approve the form of the proposed amendments. Then the Board of Directors of the Corporation may then amend the Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering said amendments to the Secretary of State; or (2) The governing body of the City may, at its sole f Atilaa\runivank.\wrticie®.ol 5 1 l t_L L I I Y IJ I U 1 1 1\1\L 11 I I_L V 1 I J V V %i_1_#v •+•-••+ « + +•-• ••-• + +� • •-+ • • discretion, and at any time, amend these Articles of Incorporation and alter or change the structure, organization, programs or activities of the Corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and subject to any limitation provided by the constitutions and laws of the impairment of contract entered into by the Corporation) by written ,tia adopting the amendment to the Articles of Incorporation of the Corporation or articles of dissolution at a meeting of the governing body of the City, and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Act. ARTICLE NINE ADDREB$ The street address of the initial registered office of the Corporation is 667 North Carroll Avenue, Southlake, Texas 76092 and the name of its initial registered agent at that address is Curtis Hawk. ARTICLE TEN BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors which shall be Composed of seven persons appointed by the City Council of the City for two-year terms of office. Each director must be a resident of the City, and at least four (4) of the directors must be members of the City Council. The f.�ftlew��.ni\elnke\artielww_O1 6 • • g /O i��a./1 •V r u fl l\1\L 1 1 I L L• u i l J V V J J J J U 1. L. 1'1 . J V 1 L. •V•y r l V .V VJ r . 1 L three (3) remaining directors must not be employees, officers IR III/ a•.aw:x s:n h if:ksaxsx• or members of the City Council-r �? m ...�..�..... w.....w sui.awiptve»+c• � �. r..:.... �f�r'- •Ss......w.... wsiPVP R.74..... s °" •rya`A Anydirector who is a member of the . . .>.. a� City Council ' ` '�°p' V " ;, .ash"i • @ i �Ji fp" ` shall cease r�•d83��. .�����1���S� l���oxaxC'.���t���3������7�F���ir,/� to be a director at the time he or she ceases to be a member of the City Council a� �' xt ;. M but is eligible for reappointment. A majority of the entire membership of the board, including any vacancies, is a quorum. The board shall conduct all meetings within the boundaries of the City. (b) The names and street addresses of the persons who are to • serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: EXPIRATION • FAXESAHES ADDRESSES ER TOP ERM Southlake, Texas Southlake, Texas Southlake, Texas Southlake, Texas Southlake, Texas Southlake, Texas Southlake, Texas Each director, is and must be, a qualified elector of the City. Each director, including the initial directors, shall be eligible fc\filae\uni,alake`artic!as_01 7 S // I t.V�✓y1YV I LI11\I\L i 1 1 LL,• 011 J✓v V JJV U , L J -. f JV it v� I✓ vv✓ I yv • for reappointment. Each director shall serve until a successor is appointed. Directors are removable by the City Council at any time without cause. (C) The directors shall serve without compensation but, they shall be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. The officers of the Corporation shall be appointed by the board and shall include a president, a secretary, and other officers that the City Council considers necessary. (d) The board of directors shall elect a president, vice- president, and a secretary to serve as executive officers of the Corporation, as more specifically provided in the Corporations' and By-laws. The term of each officer's office shall expire on • of each year. The City Manager shall serve as executive director of the Corporation to provide administrative support services for the corporation. (e) Meetings of the board of directors are subject to the Texas Open Meetings Act, Art -el0 6252 17, Vcrnon's Texa3 Civil Statutes m '"' and the Corporation is subject to the Texas Open Records Act, Article. 6252 17a, Vernon'a- Texan Civil Gtatutea VOWT4OAXWMAWOW0tag. ARTICLE ELEVEN INCORPORATORS The name and street address of each incorporator are: r Afilea\muni\elate\artielee.01 $ g-e-�L NIIHN aDDRES8 11111/1 Southlake, Texas Southlake, Texas Southlake, Texas Each incorporator is a qualified elector of the City. ARTICLE TWELVE CITY COUNCIL APPRovAL The City has specifically authorized the Corporation by ordinance to act on its behalf to further the public purposes stated in said Resolutien pgg4mg4 and these Articles of Incorporation, and the City has by said Resolution a114, dated , approved these Articles of Incorporation. ARTICLE THIRTEEN • RESTRICTIONS No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of its directors or officers or any individual, firm, corporation or association, except in reasonable amounts for services rendered. Provided that if the board of directors determines that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to the City. In the ft\f4lwa\mni\wlake`azLlelar.01 9 1111 U L L 1 4 s 7.1 1 L •U 4 t 4U .UU ILL. 01f—JOU—JyJJ r 1LLLlIVl1 s ommmc l 1• event the Board of Directors of the Corporation shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation issued to finance its public purposes, then the Board of Directors shall convey such information to the governing body of the City and shall petition the Comptroller of Public Accounts to cease the levy and collection of the sales tax and any net earnings of the Corporation thereafter accruing shall be paid to the City. Regardless of any other provisions of these articles or the laws of the State of Texas, the Corporation shall not: (1) permit any part of the net earnings of the Corporation to insure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes) ; (2) carry on propaganda, or otherwise attempt to influence legislation; (3) participate in, or intervene in (including the publication or distribution of statements) , any political campaign on behalf of any candidate for public office; or (4) attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives. ARTICLE FOURTEEN If the Corporation is ever determined to be a private foundation within the meaning of Section 5.09(a) of the Internal Revenue Code of 1986, as amended (the "Code") , the Corporation: (1) shall distribute its income for each taxable year at such f ,file.\s+atii\slibe\ariirle..01 10 S :.LLU11YUi Unl\I\LI 1L�. �t .�vv v�✓v ...v .. .,� -- - --- - --- - -- time and in such manner as not to become subject to the tax on • undistributed income imposed by Section 4942 of the Code; (2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; (3) shall not retain any excess business holdings as defined in Section 4943(c) of the Code; (4) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and (5) shall not make any taxable expenditures as defined in Section 4945(d) Of the Code. ARTICLE FIFTEEN DISSOLUTION If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto • s shall not be transferred to private ownership, but shall be transferred and delivered to the City after satisfaction or provision for satisfaction of debts and claims. INCORPORATORS t.\lilea`'tai`dlake\artic].I.01 FA /5— THE STATE OF TEXAS § • § COUNTY OF TARRAN'I' § I, the undersigned, a Notary Public, do hereby certify that on this day of , 1992, personally appeared and , who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing documents as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year above written,- Rotary Public in and for The State of Texas Notary Name Typed or Printed • My Commission Expires: livilesvfnnixwlate`nct1c1ae.01 2.2 gi.- /e0 • City of Southlake,Texas / MEMORANDUM l October 13, 1993 • TO: Curtis E . Hawk, City Manager FROM: Greg Last, Community Development Director SUBJECT: Ordinance No. 483-C Revisions to Subdivision Ordinance - Public Landscape Easement, Plat Vacation, Compliance with Concept Plan Attached you will find the ordinance providing for the public landscape easement as .previously directed by Council . Staff has included other revisions as follows to address other areas of the ordinance during this revision: - R.O.W. Reservation definition added to clarify limitations - Plat Vacation procedures modified to eliminate review by the Planning and Zoning Commission and requiring a public hearing only when a portion of the plat is to be vacated. - Clarifying that a preliminary plat should substantially S conform to an approved concept plan. Please place this on the Council Acenda for their consideration. • • GL/gj attachment : Draft of Ordinance 483 -C ORDINANCE NO. 483-C SAN ORDINANCE AMENDING ORDINANCE NO. 483, THE SUBDIVISION ORDINANCE OF THE CITY OF SOUTHLAKE, BY PROVIDING FOR THE DEDICATION OF PUBLIC LANDSCAPE EASEMENTS; PROVIDING FOR RIGHT-OF-WAY RESERVATIONS; PROVIDING REVISIONS TO PLAT VACATION PROCEDURES; PROVIDING THAT PRELIMINARY PLATS SHALL CONFORM TO APPROVED CONCEPT PLANS; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN PAMPHLET FORM; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. • - e we a e, Texas is a home rule city acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the City of Southlake, Texas heretofore adopted Ordinance No. 483 providing for the adoption of subdivision regulations, platting and recording of subdivisions; and 4110 WHEREAS, the City Council now desires to amend said ordinance as provided herein. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. That Ordinance No. 483 is hereby amended by adding the following definitions to Section 1. 04B : EASEMENT, PUBLIC LANDSCAPE: (Abbreviated P.L.E. ) A public easement typically located adjacent to thoroughfare street R.O.W. for the purpose of planting trees or other landscape plants . Maintenance of the easement shall be the responsibility of the landowner; however, the City has the right to maintain, through pruning, replacement or other means, any plantings placed in the easement . S 1A RIGHT-OF-WAY RESERVATION: An area of land reserved for future 1111 R.O.W. dedication or acquisition. No structures may be placed within the reserved area or within the limits of the required building setbacks from said R.O.W. reservation. SECTION 2 . That Ordinance No. 483 is hereby amended by revising Section 2 . 05 to read as follows : A. General Requirements : The following must be submitted prior to placement of the plat vacation request before the City Council for consideration. 1. Plat Vacation Fee : A Plat Vacation processing fee shall be established by City Council . This fee shall be paid upon submittal of the plat vacation and shall not be refunded in any circumstances . 2 . Utility Company Arproval : The signalre of approval of all applicable utility company representatives must be on the vacating instrument. (Use easement ' 410 abandonment format and "plat vaca:-on" wording. See Appendix 4) Any easemems which have improvements in them must be dedica=ed by separate instrument prior to the recording of the plat vacation instrument . B . Vacation of Entire Plat : The owner (s) the tract (s) covered by a plat may vacate the plat at any time before any lot in t e plat is sold. Such reques= will be placed before the City Council for their consideration. C. Vacation of a Portion of a Plat : Any portion of a plat may be vacar.ed upon the application of all the current owners of lots in the original plat . A public hearing shall be held by the City Council prior co approval of the plat vacation. Notice of the hearinc shall be given • before the fifteenth (15th) day before :he date of the hearing by: (1) Publication in the official newsparer; and 2 4rF-3 . (2) Written notice to the owners of property in the 1111 original plat . The written notice shall be given by depositing the notice in the U.S. Mail, properly addressed with postage prepaid. D. Effect of Plat Vacation: Upon the execution and recording of the vacation instrument, the vacated plat shall have no effect . SECTION 3 . That Ordinance No. 483 is hereby amended by adding a new paragraph C to Section 3 . 02, said paragraph to read as follows and relettering current Section C to Section D: C. Compliance with Concept Plan (where applicable) : All preliminary plats shall substantially conform to the Concept Plan approved in accordance with the requirements of the Zoning Ordinance of the City. SECTION 4. 4111 That Ordinance No. 483 is hereby amended by adding a new paragraph F to Section 3 . 07, said paragraph to read as follows : F. Public Landscape Easement . A public landscape easement typically ten feet (10' ) in width may be dedicated adjacent to public R.O.W. for S .H. 1 4 , F.M. 1709, F.M. 1938 , and all streets designated as arterial level thoroughfares [i .e. R.O.W. of ninety fee (90' ) , eighty- four feet (84' ) , and seventy feet (73 ' ) on the approved Thoroughfare Plan. ] This easement shall typically be used to facilitate coordinated tree and/or landscape plantings along the City' s thoroughfares or for the purpose of planting replacement trees due to necessary removal of established trees for road expansion or other public improvements within existing R.O.W. This is not a required easement and cannot be rec.iired by the City as a part of a Developer' s Agreement or by any other means . It is intended that the Public Landscape Easement shall S 3 overlap any required bufferyard and further that S provisions of a Public Landscape Easement have no bearing on the planting requirements of the bufferyard. SECTION 5. That Ordinance No. 483 is hereby amended by adding a new subparagraph number 10 to Section 4 . 01B "Standard of Review" , to read as follows : 10 . All preliminary plats shall substantially conform to the Concept Plan approved in accordance with the requirements of the Zoning Ordinance of the City. SECTION 6. This ordinance shall be cumulative of all provisions of ordinances of the City of Southlake, Texas, except where the provisions of this ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. 1110 SECTION 7 . It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affec= any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance o any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 8 . Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with cr who resists the enforcement • 4 ��-5 of any of the provisions of this ordinance shall be fined not more than Five Hundred Dollars ($500 .00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 9 . All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 483 or any other ordinances affecting subdivision or development which have accrued at the time of the effective date of this ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts . SECTION 10. The City Secretary of the City of Southlake is hereby authorized to publish this ordinance in book or pamphlet form for 1111 general distribution among the public, and the operative provisions of this ordinance as so published shall be admissible in evidence in all courts without further proof than the production thereof. SECTION 11 . The City Secretary of the City of Southlake is hereby directed to publish the proposed ordinance or its caption and penalty together with a notice setting out the time and place for a p:.:blic hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposi:ion of any penalty, fine or forfeiture for any violation of any cf its provisions, then the City Secretary shall additionally publish :his ordinance in the official City newspaper one time within ten days after passage cf this ordinance, as required by Section 3 . 13 c= the Charter of the City of Southlake. S 5 • PASSED AND APPROVED on the first reading the day of 1993 . MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED on the first reading the day of , 1993 . MAYOR ATTEST: 1111 CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: City Attorney Date: ADOPTED: EFFECTIVE: b:\Ord 483.0 4110 6 City of Southlake,Texas fi ----- MEMORANDUM CITY ���� 3 1' �CE ' lo�( R ''�` October 14, 1993 TO: Curtis E. Hawk, City Manger FROM: Lou Ann Heath, Director of Finance SUBJECT: Resolution 93-58, amending Resolution No. 93-47 establishing fees for certain services, in Section 3-#14, relating to late utility payment fees The City recently adopted a fee schedule that defines user fees charged for various City services. One of the fees listed in the fee schedule is the water bill late penalty. Since 1985, the City has charged ten percent (10%) late penalty on accounts not paid by the due date. The City allows 20 days for payment, and assesses the penalty after the due date. It is recommended that the 10% rate be reduced to 5%, due to the City's higher than average utility bills. This reduction can be made without adversely affecting the fiscal integrity of the Utility Fund. Resolution 93-58 is included for approval to make the change effective . LAH C:'.75:\RE593-58.MEM/kb Aa. 1 City of Southlake,Texas RESOLUTION NO. 93-58 A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, AMENDING RESOLUTION NO. 93-47 BY AMENDING THE LATE UTILITY PAYMENT FEE; PROVIDING THAT THIS RESOLUTION SHALL BE CUMULATIVE OF ALL PROVISIONS OF RESOLUTION NO. 93-47; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Southlake heretofore adopted Ordinance No. 592 providing for the adoption of fees and revisions thereto from time to time by resolution; and WHEREAS, the City Council with Resolution No. 93-46 set a schedule of fees for certain services; and, WHEREAS, the City Council has reviewed the current fee for Late Utility Payment and has determined that said fee should be revised. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: Section 1. That Section III, #14 is hereby amended by changing the percentage rate charged for Late Utility Payment Fees from 10% to 5% of Outstanding Balance . Section 2 . That this resolution shall be cumulative of all provisions of Resolution No. 93-47 of the City of Southlake, Texas, except where the provisions of this resolution are in direct conflict with provisions of such resolution, in which event the conflicting provisions of such resolution are hereby repealed. Section 3 . That the fee established herein shall be effective upon passage of this Resoluilon and shall take precedence over any fees previously adopted which are in conflict herewith. PASSED AND .APPROVED this the day of , 1993 . CITY OF SOUTHLAKE, TEXAS ATTEST: Gary Fickes, Mayor Sandra L. LeGrand City Secretary APPROVED AS TO FORM: City Attorney City of Southlake, Texas E:97-58FEE.RES/ORD&RES/kb City of Southlake,Texas A MEMORANDUM 17Y iAt�AGissarspyr � 41111 October 14, 1993 TO: Curtis E. Hawk, City Manager FROM: Bob Whitehead, Director of Public Works SUBJECT: Award of Bids for Water System Improvements Pumps for Pearson Lane Wednesday, October 13, 1993 sealed bids were publicly opened and read aloud for Water System Improvements - Booster Pumps. Attached are bid tabulations prepared by Cheatham and Associates. Part A of the bid was for two vertical turbine pumps to be installed at the Pearson Lane Pump Station. Part B and alternate bid Part B. were for two 8 .5 or 10 .0 MGD pumps to be installed at the Fort Worth Pump Station on Beach . Street. Part B will be postponed until the second Council meeting in November. Staff recommends that contract for Part A. be awarded to the low bidder Olsin Nation, in the amount of $19, 274 . 00 . 1)ai BW BW/sm attachment wpfiles\memos\bids.pump /0 a-/ wti CHEATHANI - • . AND ASSOCIATES IPOctober 14, 1993 Mr. Bob Whitehead, P.E. Director of Public Works City of Southlake 667 N. Carroll Ave. Southlake, TX 76092 Re: Award of Bids for Water System Improvements Booster Pumps City of Southlake Job No. 001-515, Ph. II Dear Mr. Whitehead: Enclosed herewith is the bid tabulation for the subject project. The project was bid on . October 13, 1993. As shown, the low bidder for Part A of the project was Olsin Nation with a bid of$19,274.00. As you are aware, Part A of the bid was for two vertical turbine pumps, to be installed in the City of Keller's pump station on Pearson Road, to serve Southlake's high pressure plane. Part B, and alternate bid Part B, was for two 8.5 or 10.0 MGD pumps to be installed at the Fort Worth pump station. Since this cost is to be ch2red by the City of Keller, and the details of the cost participation are not complete, we recommend that the award of Part B be postponed until the second city council meeting in November. We recommend that the contract for Part A of the bid be awarded, to the low bidder Olsin Nation, in the amount of S 19,274.00. The low bidder on the Part B was AMS Pumps. It appears that the bid should be awarded for their alternate bid of S30,498.00 for two (2) 10.0 MGD pumps. We will make our final recommendation on these pumps within the next few days. If you have any questions, please give us a call. Respectfully, tiot...41,...":„........ ..st.A.A.---A.7--...................., Eddie Cheatham, P.E. \watersys.bp Enclosure cc: City of Keller ENGINEERS • PLANNERS • SURVEYORS A Subsidiary Firm of Southwest Planning and Design, Inc. 1170 Corporate Drive West • Suite 207 • Arlington,Texas 76006 817/633-1023 • Metro 640-4329 W TEM IMPROVEMENTS, BOOSTER PUMPS, PHA OB NO. 001-515 IIP p CHEATHAM & ASSOCIATES BID TABULATION SHEET 1 OF 2 OWNER: CITY OF SOUI'I(LAKE DID I)A'I'E. 10/I3/93 I OLSIN NATION CO, AMS PUMP&SUPPLY CONTROL SPECIALIST SEPCO _ �~ 2532 IRVING I3LVD. P.O.BOX 560403 P,O.BOX 141 P.O,BOX 565105 JOB TITLE: WATER SYSTEM IMPROVEMENTS J DALLAS,TX 75207 DALLAS,TX 75247 ROANOKE,TX 76262 DALLAS,TX 75356 BOOSTER PUMPS,PHASE II I PHONE:214/631-5650 PHONE:214/630-4141 PHONE:817/430-1748 PHONE:214/438-3063 FAX: 214/988-1446 FAX: FAX: FAX:214/579-0757 JOB NO.: 001-515 AMT.BID: AMT.BID: AMT.BID: AMT.BID: • ITEM ITEM DESCRIPTION UNIT PLAN UNIT COST UNIT COST UNIT COST UNIT COST NO. QTY. _ PRICE PRICE PRICE PRICE PART A 1 VFRTIC,I.TURBINE WATER PI IMP FA. 2 __ , 902,,00 F19,274.00 12148.00 ,2‘1 296.00 12598.64 _25j97.28 I5242.00 _30,484.00 PART B - 2 CENTRIFUGAL WATER PUMP EA. 2 14995,00 S29,990,00 14874.00 S29,748.00 NO BID $0.00 18058.00 $36,116.00 (5,903 GPM PLUMBING CAPACITY) ALTERNATE BID(ITEM 2) 2-A CENTRIFUGAL WATER PUMP EA. 2 16995.00 S33,990.00 15249.00 $30,498.00 22685.72 S45,371.44 18543.00 S37,086.00 - (6,944(IPM PLUMBING CAPACITY) (O'I'IIER COST:.) - - -- __ $I 000.00 _ _r O 'TOTAL BID PART"A" S19,274.00 S24,296.00' S25,197.28 S30,484.00 IV , TOTAL BID I'ART"13" S29,990.00 $29,748.00 $0.00 $36,116.00 W TOTAL COMBINED BIDS"A"&"13" $49,264.00 $54,044.00 _ $25,197.28 _ $66,600.00 TOTAL BID PART"A"\V/ALT 2-A S53,264.00 S54,794.00 S71,568.72 $67,570.00 L WliTEM IMPROVEMENTS, BOOSTER PUMPS, PHA OB NO. 001-515 CHEATHAM &ASSOCIATES BID TABULATION SHEET 2 OF 2 OWNER: CITY OF SOU'I'I ILAKE 111D I)A'I.E: 10/13/93 PACO PUMPS JERSEY EQUIPMENT 4677 MINT WAY 1702 S.HWY. 121,#403 . JOB TITLE: WATER SYSTEM IMPROVEMENTS DALLAS,TX 75236 LEWISVILLE,TX 75067 BOOSTER I'I1MI'S, I'IIASF.II P11UNE:2I4/339-315() PHONE: 214/420-8789 PHONE: I'IIONE: FAX:214/330-4482 FAX: FAX: FAX: JOB NO.: 001-515 AMT.131I): AMT.BID: AMT.BID: $0.00 AMT.131D: $0.00 ITEM ITEM DESCRIPTION UNIT PLAN UNIT COST UNIT COST UNIT COST UNIT COST NO. QTY. PRICE PRICE PRICE PRICE PARE n .....---- I VI;It'I'llnl.'IIJkIilNl_WAI_IIt I'tlMl' EA. 2 NO IIIU $0.00 NO1311) $0.00 I'ART B 2 CENTRIFUGAL WATER PUMP — EA. 2 15875.00 - S31,750.00 20400.00 $40,800.00 (5,903 GPM PLUMBING CAPACITY) . ALTERNATE I3ID(ITEM 2)__ 2-A CENTRIFUGAL WATER PUMP EA. , 2 18600.00 $37,200.00 28500.00 $57,000.00 (6,944 GPM PLUMBING CAPACITY) - OTOTAL BID PART"A" $0.00 $0.00 — A -- _ • s's I TOTAL 1311)PART"13" $31,750.00 $40,800.00 TOTAL COM BIN ED 1311)S"A"& "II" $31,750.00 $40,800.00 — TOTA1.1311)PART"A" W/AI.T 2-A _ $37,200.00 $57,000.00 City of Southlake,Texas MEMORANDUM CITY MANAGER October 14, 1993 • To: Curtis E. Hawk, City Manager From: Shana Rice, Assistant to City Manager Subject : Girl Scout Request for Overnight Park Use City staff has been approached by a Girl Scout troop wishing to reserve the entire Community Building for a camp-in on the evening of November 5, 1993 . The twenty girls will be chaperoned by at least three mothers . They plan to arrive after the Carroll home football game on the evening of the 5th, will sleep in sleeping bags on the floor in the main room, and will depart by 11 a.m. on Saturday morning, after a breakfast and game/craft activities . The Park Use Policy, Section V, states that the park may be reserved on an overnight basis subject to approval by the City Council . Section V is attached for review. Note that the Girl Scouts have paid the annual security deposit and fees required for community building use, and that the building is currently available for the times requested. Please place this on the agenda for Council consideration. SR / -/ Peek Use Policy Page 3 B. Field Preparation Fees 11/1 1 . If the . City Park personnel are requested to prepare the ballfields for play ( i .e. , drag it, chalk it and place bases ) , the following fees will be paid in I advance: 't Weekday games : $25 . 00 Weekend Games : $37 . 50 III . Concession Stand Citizens of Southlake an non-profit organizations within the City must request the concession stand in advance and must provide volunteers to staff and stand. . The City of Southlake may have a contract granting a particular vendor exclusivity. Organizations should check with City staff before procuring supplies for the concession stand. There must be at least one adult present in the concession stand while it is open. IV. Tennis Courts Use of the tennis courts will be on a first-come basis for one hour periods when others are waiting .11/1 _ Over gift ,Par?cSUpsie' The park may be reserved on an overnight basis subject to approval by the City Council . In deliberating the merits of the use the Council shall consider the factors outlined in Zoning Ordinance #480, Section 45 . 5 . Council shall specifically consider the length of time for the use, any fees or deposits to be charged and security to be provided. VI . Insurance Requirements for Specific Activities Any organization or association that desires to utilize the athletic fields belonging to the City of Southlake for the purpose of establishing an organized program c,f athletic competition, such as soccer leagues , softball leagues , little leagues , or other comparable activities on a continuing, scheduled basis for structured athletic competition shall be required to provide proof of insurance . Such organizations shall have a general liability policy, naming the City as additional insured, in an amount of at least One-Million Dollars ( $1 , 000 , 000 ) with such policy specifically designed to cover the cost of defense and of liability for injuries suffered by competitors in the organized athletic activity. Organizations subject to this provision shall be required to 1111 jDf-a. CITY WAGER / / -93 ctober 14, 1993 410 To: Mayor & City Council members From: Janet Murphy Subject: Approval for Overnight Use of Community Building The Girl Scout troop my 5th grade daughter is in would like to reserve the entire Community Building for a camp-in on the evening of November 5th. According to the Park Use Policy, overnight use of the park facilities requires Council approval. The twenty girls will be chaparoned by at least three mothers (myself included) . They plan to arrive after the Carroll home football game on the evening of November 5th. They will sleep on/in sleeping bags on the floor in the main room. They will depart by 11: 00 on Saturday morning, November 6th, after a breakfast of muffins or sweetrolls and juice and milk, (no cooking necessary) and game and craft activities. If you have any further questions, please call me at 488-2884 . Thank you for your consideration of this matter. 11/0 . S /D -3 III CONCEPTUAL OUTLINE FOR: SOUTHLAKE PROGRAM for the INVOLVEMENT of NEIGHBORHOODS S.P.I.N. Southlake is perceived as a City peopled by citizens who are concerned with maintaining a harmonious and safe environment, and who work hand-in-hand with an • enlightened, responsive government that is dedicated to providing the very best for all residents. However, the reality is that, because of the growth we are currently experiencing, there is evidence of diminished communication between citizens and local government. The primary function of the SPIN Standing Committee will be to direct and channel citizen involvement and participation in the city and its government. Participation in SPIN will be open to all Southlake residents who are willing to take the time to make the city what they want it to be. SPIN will provide a common meeting ground for neighbors to come together for the Sfree exchange of ideas covering a wide variety of subjects. One of the key areas will be an effort to encourage cooperation between citizens and city officials while striving to meet mutually determined goals. SPIN Neighborhood Councils will conduct local meetings to provide citizens the opportunity to express their concerns,make suggestions,or relate their ideas on issues facing the City. The SPIN Standing Committee will then present these citizen proposals to the Southlake City Council and Staff. SPIN will act as a mechanism to leverage Southlake's wide array of human resources and it will establish a public forum that will ensure a permanent, ongoing, community-wide dialogue. Implementing meaningful change should include but be broader than city government. This public forum will be reflective of the full breadth of the city's diversity. With SPIN functioning to include citizens in governmental problem-solving procedures, the entire community will have the opportunity to become involved in a united effort to find solutions. 1111 //ai • . I CITY ' c16> s.P.I.H . 1AE1414 SOKVkoot DRAFT 6/30/R 3 OF �. ;,,-._s OUTHLAKE 2�-- _., * --� s A t .�: / u, �s D.ve11 11 be NO \ \„0 \ . , , ip Street 1111111 1 ; e uI •a; onoTi 4 CP Q �• Y� 4. > /a . . MMMM l ,opepi X ea (10...1=1. f a , Eye :.: 1 - �, C. jj4 x ail (2) Southla a Blvd 11111.1.2. = F.M. 1709 . :- . qk iii ■ Continental _Blvd. ' •�. �� J —� • -Pi gel• : ..: . ham, // -a : ` City of Southlake,Texas MEMORANDUM /Q-/4�/ J // October 14 , 1993 CITY MANAGER TO: Curtis E. Hawk, City Manager FROM: Bob Whitehead, Director of Public Works SUBJECT: October 6, 1993 Meeting with Texas Department of Transportation District Engineer - Wes Heald Recently it was brought to my attention that Tx-Dot was to close Short Ave. at F.M. 1709 . I confirmed that it is in their plans to cul-de-sac Short Ave . , as they switch traffic to the south side of F.M. 1709 . You proceeded to set up a meeting with the new Ft . Worth District Engineer, Mr. Wes Heald. The following is a summary of our Oct . 6, 1993 meeting with Wes Heald, District Engineer and Rondell Fagan, District Design Engineer and the various items which were discussed: I . F.M. 1709 At Short/Kimball intersection: • A. • The Tx-Dot final plans (copyattached) were to cul-de- sac sac Short Ave. • The contractors schedule is to switch traffic to the south side of F.M. 1709 near the end of October and close Short Ave . at the same time . • Bluebonnet Drive, the narrow local city street to the east of Short Ave . , was to remain open for traffic. • Tx-Dot District Engineer agreed to revise the intersection plan to eliminate the cul-de-sac of Short Ave . and build the new Kimball St . between Short Ave. and Southlake Blvd. (see attached) , and turn Short Ave. onto Kimball Ave . • City of Southlake will need to send a letter of commitment to: 1 . acquire the necessary right-of-way; 2 . provide the survey point of intersection; 3 . design the south leg of the intersection and South Kimball; 4 . provide the necessary funding for building South Kimball; 5 . provide a cleared right-of-way of all utilities prior to construction; and //,t/ Y Curtis E. Hawk October 6, 1993 Meeting With Tx-Dot October 14 , 1993 4111 Page 2 6 . provide a construction schedule. • We proceeded to do the following: 1 . make contact with one property owner, 2 . authorize Cheatham and Associates to stake the layout of the intersection; prepare a preliminary plan; and a preliminary cost estimate . [Note : The preliminary plan will attempt to stay off the church property by building the east half of the ultimate widened S . Kimball . ] 3 . A preliminary cost estimate will be available for Council at their meeting. B. At Carroll Ave. • Tx-Dot District Engineer agreed to provide intersection improvements on F.M. 1709 for the realigned N. Carroll at the contractors cost to the City, if : • Southlake will send a letter of commitment to: 1 . acquire the necessary R.O.W. (we are in the process) ; 2 . clear all utilities; 3 . provide the surveyed centerline intersection point (Cheatham and Associates will provide) ; 4 . develop construction .plans to match the F.M. 1709 grade; • 5 . provide assurance of City funding (Street Bonds) ; and 6 . provide a construction schedule . C. At White Chapel Blvd. • Tx-Dot will provide intersection improvements on F.M. 1709 for the improved White Chapel Blvd. at the contractors cost to the City, if : • Southlake will send a letter of commitment to: 1 . acquire any required R.O.W. ; 2 . clear all utilities; 3 . provide the surveyed centerline intersection point (Cheatham and Associates will provide) ; 4 . develop construction plans to match the F.M. 1709 grade; 5 . provide assurance of City funding (proposed for the 1993 Street Bond sale) ; and 6 . provide a construction schedule. II . S .H. 114 After a discussion of the need for the State to acquire the R.O.W. based upon the Highway Commission' s authorizing Phase II funding, District Engineer Heald will have his staff prepare a schedule for acquisition to proceed. • .09 Curtis E. Hawk October 6, 1993 Meeting With Tx-Dot October 14 , 1993 • Page 3 Eddie Cheatham and I will be at the October 19th Council meeting to answer questions the Council may have. We will have a schematic of the Kimball/F.M. 1709 intersection. 6iUW BW BW/sm attachments wpfiles\memos\heald S • //9-5 .. . .,. I . . . .• :-/ 1 I 7- ••••.!,.i! !\IV : j : I. ) „...../ • k's ..••••-•••••,•.;:,. b 4.; . .• , .••.••• .. i :: , (...•.:;1) (C. I : : •• : h: /I ••1•• i: •••. )il • / , .••••. ''''''-..l...a•.7:::.,.....r.-.::::..1._ .•/ ,;1> . ..:. "."../ :••-•••'• „/ • 1I ........"' . .• ..../ .....„.••••• ) .• • .• ..• ./ . , /• / . .• • / .7 ," . . ' .1.• A' „./..i ....--.,.. .... • • : „/ " ...,..„/iz A •• .. .././ i I? EXIST. 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T mot t1•e.� -. 1--'- , {----- memorised 2W ee,. vi .O! OI i m 1 ! I I : • J - - - M4^A J•. 1992. Fi '' e! i �1 i i I 1 -1-.. _ i_ -- --E%II TING_PRi FILE-_�- r,=^'j --� - n �- -. _ - -..G.Q ae y„> I . I•00 2W0 I 3'00 4,00 5!00 T'• ' - I STA 429•75.00 (A) 6 1 1 ! I I ! 1_ EL •• 800.00'! PROFILE OF KIMBALL RD ! ! ig. ! I 1 I i E •1 +.7o i 1 PROP c_ _-.. G 7.3 R •ITO: ! 1 1 1.... i I I PLAN09 : i_..._ PROFTO STA LE I i -�� PROP rL PROFILE 0 1�T1/7G PROF I4E �-'' ' SD• I•• �_1,'' iTCALEI 1 ' .-_YPL ,._..._..._. ._ , .' i -'•! OFILE 1••5' 1 iip[ ....ten nn 'Ai' , 1 ! 1 I ! SHEET 21 of 25 s ,. L �U,. • ••57A 426e 1f.611 IA) 1 / I 61\ } }- j .04 Rt. 1 f% S� 4--- L 7A• I9 11 6'4D ' --/ D. L•636. 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I I--- • . / { / I I I 1 1 I ' 1 1 1 y —h 1 1 1 �1 ' ' t 1 •---" 1 1 1 1 1 1 1 i I I I I I/ EL 430yb.00(A)= 1 1 /, . }� 649.3e, i J l. i J�/ L 1 I 700.00� _- ,t t4 __I_--.E.--J.'-_2►33_L •---- I EXIST NO PROFILE I //I I I Pam, I K-2Q3 1 i I I 1 1 1 ! • i �� I I ii f �` 1 t a I- I I E .---- I /�, I I I I I I I I 1 11 I iII 1 ' I I 1 1 1 1 ., 1 L L , _L J L I. • • 1, I 1tI - iII U • • • • I /Zi6 110 City of Southlake,Texas MEMORANDUM October 15, 1993 CITY MANAGER TO: Curtis E. Hawk, City Manager FROM: Malcolm Jackson, Director, Police Services SUBJECT: Resolution - Animal Control Agreement In accordance with City Ordinance No. 530, attached is a draft copy of the resolution and procedures concerning the Animal Control Agreement with the City of Grapevine for Council approval . Sherry Sanderson, the Technical Services Manager for the City of Grapevine Animal Control, reviewed the procedures and finds them consistent with their operational guidelines. I am available for any questions or comments that you might have regarding this issue. ./fir--- 1110 MJ/mr Attachment cc: Director Billy Campbell • III wp\Memo\ACAgrmt2.Res 1 \ —. C � I City of Southlake,Texas RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, ADOPTING ANIMAL CONTROL PROCEDURES AND THE RELATED FEES IN ACCORDANCE WITH CITY ORDINANCES AND .THE INTERLOCAL AGREEMENT WITH THE CITY OF GRAPEVINE, TEXAS . WHEREAS, the City Council of the City of Southlake has adopted City Ordinance No. 530 regulating animal control, and WHEREAS, City Ordinance No. 530, Article VII, Section 7 . 03 calls for policies to be adopted establishing impoundment procedures, fees, redemption of animals, and disposal of animals, and WHEREAS, City Ordinance No. 530, Article IX calls for a resolution to establish the animal control related fees, and WHEREAS, the City Council of the City of Southlake has entered into an interlocal agreement with the City of Grapevine, Texas to provide for animal control services, and WHEREAS, said interlocal agreement for animal control services provides that the same services are provided to the citizens of Southlake that are provided to the citizens of Grapevine, and same fees collected, and all said fees are the property of the City of Grapevine, Texas, S NOW, THEREFORE, BE IT RESOLVED, by the City of Southlake, that the City Council of Southlake, Texas (1) Adopts the animal control operational guidelines as developed by the Director of Public Safety for the Southlake Department of Public Safety in consul..ation with the City of Grapevine' s Chief of Police, and as may from time to time be amended by the Director of Public Safety, and . (2) Adopts the fee structure for animal control related fees as developed and adopted by the City of Grapevine, and as may from time to time be amended by the City of Grape-:ine . PASSED AND APPROVED THIS THE DAY OF , 1993 . CITY OF SOUTHLAKE, TEXAS Gary Fickes, Mayor ATTEST: Sandra L. LeGrand City Secretary APPROVED AS TO FORM: City Attorney \\- Q-A- ---, b:93-61.RES/ORD&RES/kb CITY OF SOUTHLAKE ANIMAL CONTROL PROCEDURES 410 The City of Southlake has entered into an interlocal contractual agreement with the City of Grapevine to provide the City of Southlake animal control service assistance . The roles, duties, and responsibilities established herein are enacted to facilitate the terms of the interlocal contract and to provide a high quality of service to the citizens of Southlake . Members of the Southlake Department of Public Safety adhere to the following operational procedures with regard to animal control related calls : 1. When a citizen requests animal control services, the Southlake Police undertake the role of providing or obtaining the requested service through our Department. Members refrain from instructing the person to telephone Grapevine direct, as Grapevine will not respond to requests for service made directly from a Southlake citizen. The request for service must be made through the Southlake Communications Center. If a citizen contacts Grapevine first, Grapevine will direct the citizen to contact Southlake Communications Center. (Exception: Although it is preferred that bite/scratch calls be originated through the Southlake Communications Center, Grapevine will respond to a bite/scratch call made S directly to their office by a citizen; Grapevine will then immediately notify Southlake of the call for service. ) 2 . A Southlake Police Officer is dispatched to all animal related calls for service within the coraorate limits of the City of Southlake . 3 . Grapevine will have an animal control officer available from 0800 hours until 1700 hours seven (7) days per week. The Grapevine animal control facility will be open from 0800 hours until 17C0 hours, Monday through Friday, and from 0900 hours to noon on Saturday to provide the standard level of service . All requests for Grapevine Animal Control services made at any other ti-e are limited to a bite/scratch call or an emergency condition. Requests are made by Southlake Communication personnel during Grapevine' s normal operational hours by telephoning the Grapevine Animal Control Office direct, and after hours by telephoning the Grapevine Police dispatcher. Page 2 4 . Any citizen requesting assistance for a stray dog or cat 1110 is provided service under the following steps : (A) A Southlake police officer is dispatched to the location to determine if the animal is present and to attempt to locate an owner in the immediate vicinity. (B) If the animal is present and the animal owner is located, the owner retrieves the animal, and the • officer takes appropriate action (citation, warning letter, et cetera) . (C) If the animal is still present, and the owner of the animal cannot be located or is unknown, the officer may request a Grapevine Animal Control unit during Grapevine Animal Control' s normal operational hours . However, if the animal is still present, and it is after Grapevine Animal Control' s standard operational hours, the officer resolves the issue, up to and including seizing the animal . Grapevine Animal • Control may be contacted if some exigent and/or emergency condition exists . Assistance may also be obtained from the Tarrant County Humane Society. . AD 5 . Southiake police officers address all livestock related calls . If the call regards loose livestock, the officer attempts to locate the owner and/or resecures the animal in the appropriate confineLent area. If the animal cannot be resecured by the officer, the Tarrant County Constable or other designated private company is contacted to capture and secure the animal . If the animal is injured, assistance may be requested through the Tarrant County Humane Society. 6 . The following action is taken regarding reports of lost, missing, stolen, or found animals : (A) _= a citizen calls to advise that . their animal is Lost , missing or stolen, a description of the animal is obtained and noted in a "lost and found animal" Log maintained by the Southlake Communications Center. The Southlake communicator also telephones Grapevine Animal Control and advises them of the lost animal report information. If it occurs after Grapevine Animal Control' s standard operational hours, the information is temporarily held and forwarded to Grapevine' s Animal Control Office at the 1110 next available time . \ ` - OA- Page 3 4111 (B) If a citizen calls to advise that they have in their possession an animal that has been found, a description of the animal is obtained and noted in a "lost and found" animal log maintained by the Southlake Communications Center. The Southlake communicator also telephones Grapevine Animal Control and advises them of the found animal information. If it occurs after Grapevine Animal Control' s standard operational hours, the information is temporarily held and forwarded to Grapevine' s Animal Control Office at the next available time. (C) The City of Southlake maintains a log, current to 30 days, of all animals which are seized or which are reported lost, stolen, missing or found. (D) The communicator making an entry of a seized, lost, stolen, missing, or found animal compares the reported animal description to the existing list to determine if any animal which has been reported found or which has been impounded may be one that was earlier reported as lost, stolen, or missing. If a possible match is discovered, the communicator 4111 notifies the Grapevine Animal Control Center. If it occurs after Grapevine Animal Control' s standard operational hours, the information is temporarily held and forwarded to Grapevine' s Animal Control . Office at the next available time . (E) This list shall be for the exclusive use of the • animal control officer and related personnel and shall not be considered public record, however, any person, firm, or corporation may make inquiry regarding a specific described animal and shall be informed cf any record of such animal having been reported as lost, stolen, missing, found or impounded. Statistical data shall he construed to be public record. 7 . All animal bites/scratches are investigaoed by Grapevine Animal Control . Grapevine is to be contacted by the Southlake communicator any time there is an animal bite/scratch report, including those times outside of Grapevine Animal Control' s standard operational hours . Grapevine considers a bite/scratch an emergency priority call for service . If there is serious injury to the person, the Southlake Officer completes an Incident Report providing the details of the case. CS Page 4 1111 8 . If a call is received during Grapevine Animal Control' s standard operation hours regarding a vicious animal, Grapevine Animal Control is contacted to respond and a Southlake Police Officer is dispatched to assist. If the call is received at any other time, a Southlake Police Officer is dispatched to evaluate the scene; if the animal is confirmed as an immediate threat to the life, health, or safety of any other animal or person, Grapevine Animal Control may be contacted in accordance with exigent or emergency conditions . Assistance may also be obtained from the Tarrant County Humane Society. • 9 . The City of Southlake requires by City Ordinance that every dog and cat have a veterinarian vaccination tag. There are no other licenses or registration of dogs or cats required or ,offered by the Southlake Department of Public Safety. • 10 . Wildlife calls are handled in the same manner as a stray dog/cat call for service . 4110 11 . The following action is taken regarding reports of InJured animals : • (A; If the call is received during Grapevine Animal Control' s standard operational hours, Grapevine Animal Control is contacted tc respond to the call . (B; If the call is received at any other time, a Southlake Police Officer is dispatched to handle the call . (1) If the animal' s owner can be identified and located, the animal' s owner is responsible for removal of the animal to an emergency care facility. Assistance from Southlake officers is provided upon such request . (2) If the animal' s owner cannot be identified or located, Grapevine Animal Control is contacted to secure the animal . Assistance may also be obtained from the Tarrant County Humane Society. IIII • \\ — CLo Page 5 410 12 . Grapevine Animal Control may be contacted after their standard operational hours, (a) when the call involves a bite/scratch, (b) when the call involves unusual or exigent circumstances that dictate the need for immediate or emergency animal control services that cannot otherwise reasonably be accomplished by the Southlake Police Services personnel . Tarrant County Humane Society may be contacted in those cases where immediate assistance is necessary and Grapevine Animal Control is unavailable to respond, or when such contact is in the best interest of providing the requested service as determined by the supervising officer on the scene. 13 . Citizens requesting to drop-off a found or unwanted animal should be directed to deliver the animal directly to the Grapevine Animal Control Shelter during the shelter' s standard operational hours . If the request is made during any time the Grapevine Animal Control Shelter is closed, a Southlake Officer may be dispatched to place the animal in the temporary holding cage. 1110 14 . All complaints received at the City of Southlake regarding the animal control services provided, regardless of whether or not the complaint involves a City of Grapevine employee, are forwarded directly to the Southlake Director of Police Services. The Southlake Director of Police Services will coordinate the complaint process with the City of Grapevine when appropriate or when such complaint involves a City of Grapevine employee. 15 . Reports of exotic animals are investigated by Southlake Police Services . Grapevine Animal Control may be contacted during their standard operational hours for assistance as needed. 16 . The City of Southlake conducts the inspections of all commercial animal establishments requesting issuance of permits as required by City of Southlake Ordinance. Such inspections are conducted by the Code Enforcement Officer for the City of Southlake. The following procedures apply to the issuance of a permit for a commercial animal establishment : (A) Upon receipt of an application for a commercial 1111 animal establishment permit, the Code Enforcement \\ - Q_I-1 Page 6 4111 Officer inspects the facility prior to issuing the permit . If any deficiencies exist that prohibit the issuance of a permit, the Code Enforcement Officer notifies the applicant in writing, within ten (10) working days, advising of the specific deficiencies . (B) It shall be a condition of the issuance of any permit or license that the City of Southlake shall be permitted to inspect all animals and the premises where animals are kept at any time during normal business hours of the licensed premises . Refusal of permission to inspect the premises under the conditions stated herein shall constitute grounds for revocation of the permit . (C) The permit shall be prominently displayed at the commercial animal facility. (D) If after issuance of the permit any establishment is found to be in violation of the City ordinances promulgated at the time of the issuance of the permit or violation of the provisions contained herein, such establishment shall be notified in writing of the 4110 specific violations and afforded a reasonable time, not to exceed thirty (30) days, in which to comply. Failure to comply with the City ordinances or the provisions stated herein shall constitute grounds for revocation or denial of renewal of the permit . (E) The Director cf Health shall notify the person, firm, or corporation in writing of intent to revoke the permit . Such notice shall be mailed certified mail to the address shown on the application. Such person, firm, or corporation shall have ten (1C) calendar days from the date of receipt (or refusal) in which to request a hearing before the Director of Health on a date and time to be determined by the Director of Health. Upon the expiration of ten (10) days or on the date of the hearing, if such hearing is beyond the ten (10) days, the Director of Health may elect to continue or to revoke the permit . The permit holder shall be notified in writing of the decision. If the Director of Health revokes said permit, said permit holder may make a written request within ten (10) calendar days to the office of the City Manager for an appeal of the decision to revoke the permit . The City Manager shall review the facts presented by the permit holder and the Director of Health. The City Manager may uphold or reverse the \\ - C � • Page 7 410 revocation. The City Manager notifies the permit holder in writing of the decision. The decision of the City Manager is final . The permit shall be deemed finally revoked only after the time period for the appeal has lapsed or the City Manager has rendered a decision subsequent to an appeal review. (F) Any person whose permit or license is revoked shall, within ten (10) calendar days thereafter, humanely dispose of all animals owned, kept, or harbored on the premises. No part of the permit fee is required to be refunded. (G) Any person having a permit revoked may not re-apply for another permit for a period of thirty (30) days. (H) The following shall constitute grounds for denial of issuance or revocation of a permit : (1) Any owner or employee has been convicted of a charge of cruelty to animals, fraud in business 1110 practices, or deceptive business practices. (2) Any information provided on the application is determined to be withheld or falsified. (3) Any violation of the any city ordinance relative to the establishment, any local, state or federal laws regulating possession, care or treatment of animals . (I) When an applicant for a commercial animal establishment permit has shown that he is willir_c and able to comply with and has complied with the regulations promulgated and universally applied, a permit shall be issued upon payment of the applicable fee . (J) The permit period shall begin with the calendar year and shall, unless revoked, be valid for one year. Renewal applications for permits may be made thirty (30) days prior to, and are due at, the start of the calendar year. Application for a permit to establish a new commercial animal establishment under the \\- C°\ Page 8 1111 provisions of this chapter may be made at any time. The fees for a new establishment shall be prorated per months left in the calendar year. 17 . In cruelty and abandonment cases, a Southlake Police Officer is dispatched to investigate and generate the appropriate reports . Cruelty and abandonment follow-up cases are investigated by and appropriate charges filed through the Southlake Police Services Criminal Investigation Division. Assistance may be requested from either Grapevine Animal Control or the Tarrant County Humane Society as deemed necessary by the Southlake police officer or detective investigating the case . 18 . Members of the Southlake Department of Public Safety adhere to the following guidelines for use of the temporary holding cages . (A) The animal is examined for tags which will assist in determining ownership. (B) When an animal is temporarily confined at the police building, the officer removes the holding cage from storage and positions it on the concrete surface immediately east of the outside jail entrance. The 1111 cage is to be secured to the metal stairwell post, with a chain and lock in such a manner so as to protect the cage from unauthorized removal and to secure the door to prevent unauthorized removal of the animal . Care is given to position the cage so as to not pose any reasonable likelihood of interfering with officer/prisoner ingress or egress . (C) The officer ensures that adequate water is available for the animal during the animals stay at the Department of Public Safety building. (D) The officer informs the communicator of the type of animal seized and requests contact for appropriate disposition; (ie . , contact Grapevine Animal Control , contact the owner, etc . ) . The communicator makes the designated contacts and advises the requesting officer upon its completion. . \\ - Q_ \c) • • Page 9 4111 (E) When the person arrives to retrieve the animal, including a Grapevine Animal Control Officer, an - officer reports to the station to conduct the release . The officer obtains the key for the padlock from the communications center and releases the animal to the .person. The officer then cleans the cage, re-secures the cace in storage, returns the key to the communication center, and completes any appropriate paperwork. 19 . Animals (other than those involving a bite/scratch) seized and temporarily housed at the Southlake Police Services building may be' retrieved by the owner ONLY if the owner provides proof of current rabies vaccination on the animal seized. No fines or fees are required to be collected at the time of the release. 20 . The fee structure for all animal related services are established by the City of Grapevine and all such fees are collected by the Grapevine Animal Control Shelter. No animal control fees are collected by the City of Southlake. 21 . The Southlake Director of Police Services, working in conjunction with Grapevine Animal Control, establishes a program of public education and awareness regarding animal ® control matters. Such programs may include, but are not necessarily limited to: newspaper articles, newsletter mail-outs, pamphlets, or special public awareness program presentations through local civic, volunteer, or community service organizations . 22 . The Cities of Grapevine and Southlake maintain separate Chain of Command structures for personnel employed by their organizations . The ranking Southlake Police Officer arriving at anv animal control call scene is the officer in charge of all scenes within the corporate limits of the City of Southlake . 23 . Southlake police officers may issue appropriate citations' regarding anima= control violations . Such citations are handled in accordance with the standard operational procedures for all other citations issued by officials of the City of Southlake . 1111 \\ - L \\ Page 10 S 24 . When an animal is temporarily seized for the purpose of safekeeping in those cases where the animal' s owner is temporarily unavailable to care for the animal, (owner arrested, owner involved in accident, etc. ) , the officer makes a reasonable attempt to locate a family member or . friend of the animal owner to assume care, custody, and control of the animal as soon as practical and while the animal is in the control of the City of Southlake. No fines, fees, or vaccination receipts are required for the animals release in these cases. If the animal is placed under the care of Grapevine Animal Control, the Southlake officer provides the Grapevine animal control officer any available information that will assist in contacting . someone to take care, custody, and control of the animal, and the disposition of the animal is undertaken in accordance with the policies and procedures for Grapevine' s Animal Control. 25 . All requests for live traps are made to and responded by Southlake personnel. An animal trap log is maintained by • the Southlake Communications Center. The following guidelines are followed regarding the use of live traps: (A) When a request is made for use of a live trap, the officer assigned to the call first determines the validity of the need. If the need is validated, the 1110 officer checks with the on-duty Communicatcr to determine the availability of said trap as indicated by the "animal trap" log. ;l) If the trap is currently in use, the officer informs the citizen that their name may be placed on a waiting list if so desired. If the citizen desires to be placed on the list, the cfficer notifies the communicator of the recuest and provides the communicator with the necessary information (name, address, telephone number, and reason for need) . The communicator places the information in the "animal trap" lcg. 2) If the trap is immediately available , the officer undertakes placement of the trap in accordance with these guidelines . Page 11 4111 (B) When the live trap is to be employed, the officer confirms that the citizen will agree to the conditions for the use of the trap: (1) the citizen will contact Southlake Communications when any animal is captured, (2) the citizen will maintain fresh food bait in the trap, and the (3) maximum use period is seven (7) days . The officer then delivers the trap to the location and assists the citizen in its initial set-up. ' The officer then notifies the communicator of the trap setting. The communicator records the information in the "animal trap" log. (C) The day-shift police services supervisor checks the • "animal trap" log each day. If a trap is deployed, the supervisor ensures that the trap is checked at least once during the shift to determine if any animals are trapped. (D) When an animal is captured, the procedures for responding to a stray animal are followed. (E) Upcn completion of the trap use, the officer checks ® with the communicator to determine if there is anyone on the waiting list for its use. If so, the officer deploys the trap to the appropriate location. If not, the officer returns the trap to storage. 26 . In order not to contaminate any Police K-9 area, no animals other than the police K-9 is to be placed in any cage, holding area, or transport unit designated for use by the Police K-9 . 27 . Animals which are required to be quarantined are maintained in accordance with the requirements established by the Grapevine Animal Control Office . 28 . The Grapevine Animal Control Officer or the Director of Police Services for the City of Southlake may require the removal of an animal from the corporate limits of the City of Southlake for any one of the following reasons : (A) Impoundment of an animal by the city on three (3) or more occasions within a calendar year. Page 12 (E) Conviction of three or mcre separate violations of the City of Southlake' s animal control ordinance, or other local, state, or federal laws regulating animals, within a calendar year. (C) Upon determination by the Grapevine Animal Control Officer or the Director .cf Police Services for the City of Southlake .that the animal is a vicious or dangerous animal. (D) Upon notification that the animal has an illness or disease which is communicable to humans or other animals . The animal control officer or :he Director of Police Services, whomever initiates the removal order process, notifies the person, firm, or corporation in writing of notice to remove said animal from the corporate limits of the City of Southlake. Such notice is mailed certified mail to the last known address of the owner. If such mail is returned undelivered, a copy of the letter is posted for public notice. Such person, firm, or corporation shall have ten (10) calendar days from the date of receipt (or posting as a public notice) in which to .request a hearing before the Director of Public Safety on a date and time to be • determined by the Director of Public Safety. Upon the expiration of ten (10 days, or on the date of • the hearing if such hearing is beyond the ten (10) days, the Director of Public Safety may elect to uphold or to revise or reverse the order. =he animal owner shall be notified in writing cf the decision in the same manner as described above. If the Director cf Public Safety upholds said order, the animal owner may make a written recuest within ten (10) calendar days from the date of notification of the decision t: the office of the City Manager for an appeal of the decision. The City Manager shall review the facts presented by the license holder and the Director of Public Safety. The City Manager may uphold, revise, or reverse the order. The City Manager shall notify the license holder in writing of the decision within ten (10) calendar days of the date of the review. The decision of the C_ty Manager is final . The order shall be deemed final after the time period for the appeal has lapsed or the City Manager has rendered a decision subsequent to an appeal review if such review is conducted. - \A- Page 13 4110 Any person whose has been given notice to remove an animal shall, within ten (10) calendar days thereafter, remove said animal from the corporate city limits or humanely dispose of the animal owned, kept, or harbored on the premises . No animal which has been ordered removed from the corporate limits of the City of Southlake shall be kept, maintained, or harbored anywhere within the corporate limits of the City of Southlake. 29 . Whenever any premises where animals are kept are in an unsanitary condition, or the facilities are not in keeping with the provisions contained herein or any other regulations, or if any health ordinance or law is not observed, the animal control officer, health officer, code enforcement officer, or police officer, by written notice to the person responsible for the condition of the premises or the keeping of the animals or the person owning or in control of such premises, may order the abatement of the conditions which are not in accordance with such regulations or conditions which constitute a nuisance. Failure to comply with such order shall, in addition to any criminal or administrative proceedings, be grounds for and entitle the city to obtain relief by 410 injunction. 30 . Authority to transfer title. The animal control offic er may transfer title of an animal in accordance with the provisions contained herein and with the provisions contained in state law. In the event of such transfer c= title, the person cr agency to whom title is transferred may be rec-aired to pay for such animal' s food and care while in the animal shelter and shall comply with the other provisions contained herein. 31 . The animal control officer or a police officer may humanely destroy any animal when such disposition is deemed necessary by the officer and when in compliance with the provisions contained herein. 32 . The redemption of animal, other than estrays, which have been placed in the care , custody, and control of the Grapevine Animal Control Office, may be redeemed by the animal owner under :he provisions and guidelines of redemption as established by the Grapevine Animal Contrc_ Office. The redemp:ion of any other animal is as follows : \\ . Q\cS Page 14 4111 (A) Any impounded animal may be redeemed upon payment of any reasonable impoundment charges, care and feeding charges, veterinary charges, rabies vaccination charges, and such other costs as set by such person, firm, company, or agency holding said animal . (B) If such animal is not redeemed prior to the expiration of seventy-two (72) hours, said animal shall be deemed abandoned and said animal may be transferred to another facility, placed for adoption or humanely euthanized. (C) The animal may be released to the owner pending the results of any related municipal court hearing or administrative process, with or without fee charges, if in the opinion of the animal control officer or the Southlake Director of Police Services, such release poses no reasonable expectation of threat to human or animal life. Nothing herein shall be construed to require such release . 33 . In the absence of action by the County Sheriff' s Office or the County Constables Office, the responsibility for 4110 taking up any estray that may be found in and upon any street or alley, or in or upon any unenclosed lot in the city or otherwise to be found az large, and to confine such estray for safekeeping rests with the Southlake Department of Public Safety under the following guidelines : (A) When an estray is impounded, the officer notifies the communicator of the following information: (1) The name and address of the person reporting the estray, when known. (2 ) The location of the estrav when found. (3 ) The impoundment location of the estray. (4 ) A description of the animal including its breed, color, sex, ace, size, all markings of any kind, and any identifying characteristics . Page 15 4111 (B) The communicator enters such information in the "estray" log. Such records shall be for the exclusive use of the animal control officer and related personnel and shall not be considered public record; however, any person, firm, cr corporation may make inquiry regarding a specific described estray and shall be informed of any record of such estray. Statistical data shall be construed to be public record. • (C) The owner of an estray may recover possession of the estray at any time before the animal is disposed of under the provisions authorized by law, if : (1) The owner has provided, the officer with an affidavit of ownership of the astray containing • at least the following informa:ion: a. The name and address of the owner; b. The date the owner discovered that the animal was an estray; c. The property from which the animal strayed; d. A description of the animal including its 1111 breed, color, sex, size, all markings of any kind, and any other identifying characteristics . (2) The officer has approved the affidavit of ownership; (3) The affidavit of ownership information has been recorded in the "estray" log; and (4) The owner has paid all estray handling fees to those entitled to receive then; (D) If the ownership of an estray is not determined within fourteen (14) days, title to =he estray rests in the city who may then cause the estray to be sold at auction or may pass ownership to =he person, firm, agency, or corporation holding said astray, or in accordance with a court order. (E) Title to the estray shall be deemed -rested in the City of Southlake for purposes of passing a good title, free and clear of all claims, to the purchaser at the sale or the person to whom the estray is awarded. Page 16 4111 (F) During the period of time an estray is held by the person who impounded the estray or holds the estray, the estray shall not be used by any person for any purpose. (G) If the estray dies or escapes while held by the person who impounded or holds the estray, the person shall report the death or escape to the animal control officer. The report information shall be filed in the "estray" log. ' f City of Southlake,Texas CITY MANAGER MEMORANDUM -A/--73A,itli 73A III/ October 14 1993 TO: Curtis E. Hawk, City Manager FROM: Bob Whitehead, Director of Public Works SUBJECT: Report on White Chapel Bridge Federal Emergency Management Agency (FEMA) granted to the City fifty percent (500) of the replacement costs of a culvert on North White Chapel Blvd. damaged during a flood. The cost estimate for replacement was $100, 000 . Fifty percent of that figure or $50, 000 has been received by the City. FEMA needs the funds to be expended in this fiscal year or returned. Because the culvert is located in Corp of Engineer' s property, the Corp' s requirements including: tree mitigation, elevation of the street, and fill/barrow areas; have delayed the project and added to the cost . Cheatham and Associates have developed two alternative plans, one is a bridge structure, the second a culvert with a street elevation less than Corp requirements . S On October 5th, staff met with Mr. Bill Collins, Corp of Engineers Grapevine Reservoir Manager, to discuss actions already taken, i .e. , tree mitigation study and FEMA' s environmental study, and what needs to be done to proceed with this project . The staff presented the least costly alternative of the culvert and Mr. Collins checked with the Corp' s engineering office. With the results that the Corps will allow the culvert, at less than Corps standards, to be built if the City commits to upgrade the structure to Corps standards within 10 to 15 years . (See attached memo) The present cost estimates for the replacement structure are : A. Bridge $ 359, 000 B. Culvert $ 226, 500 FEMA has verbally committed to fund 500 of the culvert alternative. Therefore, the City will need to fund a total of $ 113 , 250 . We will be prepared to discuss with Council these alternatives . BW Attachments l 0 , CHEATHAM &ASSOCIATES 1170 CORPORATE DRIVE WEST,#207 ARLINGTON,TEXAS 76006 817/633-1023 - METRO 817/640-4329 ENGINEER'S ESTIMATE JOB NO. 001-205 N.WHITE CHAPEL- BRIDGE CITY OF SOUTHLAKE DATE: September 24, 1993 SHEET 1 OF 2 ITEM ITEM DESCRIPTION UNIT PLAN UNIT TOTAL NO. QTY. PRICE COST 1. 34'X 70' BRIDGE S.F. 2380 50.00 $119,000.00 2. (34'X 20)2 APPR. SLABS S.F. 680 3.50 $2,380.00 3. METAL BEAM GUARD RAIL L.F. 420 30.00 $12,600.00 4. UNCL. CHNL EXC. C.Y. 200 20.00 $4,000.00 ' 5. CONC. CHNL LINER S.Y. 750 25.00 $18,750.00 S 6. CONTROL DENSITY EMBANKMENT C.Y. 8000 8.00 $64,000.00 7. PRIME S.Y. 2136 0.40 $854.40 8. TACK S.Y. 1733 0.20 $346.60 9. 4"TYPE A-2 CRS S.Y. 1733 6.00 $10,398.00 10. 2"TYPE D S.Y. 1733 I 4.00 $6,932.00 11. LIME STBL. SUBGRADE 6"(OR CEMENT) S.Y. 2136 1.50 $3,204.00 12. LIME 2136 X 34/2000 TON 36.31 80.00 $2,904.80 13. 6"CL B STONE (SHOULDERS) S.Y. 1444 10.00 $14,440.00 14. TREES TO BE REPLANTED EA. 100 I 250.00 $25,000.00 Z0o0 15. FINAL GRADING SEEDING BORROW AREA L.S. 1 10000.00 $10,000.00 16. CLEARING & GRUBING-BRIDGE ACRE 1.49 3000.00 $4,470.00 17. EROSION CONTROL& SLOPE SEEDING L.S. 1 1 8000.00 $8,000.00 SUBTOTAL CONST. COST $307,279.80 CONTINGENCY $30,970.20 ENGINEERING & SURVEYING $36,750.00 TOTAL CONST. COST $375,000.00 r • . _ . • , III CHEATHAM &ASSOCIATES 1170 CORPORATE DRIVE WEST,#207 ARLINGTON,TEXAS 76006 817/633-1023 - METRO 817/640-4329 ENGINEER'S ESTIMATE JOB NO. 001-205 NORTH WHITE CHAPEL BOX CULVERT IMPROVEMENTS 3-10 X 10 (9'-6' FILL) @ KIRKWOOD BRANCH CITY OF SOUTHLAKE DATE: September 24, 1993 SHEET 2 OF 2 ITEM ITEM DESCRIPTION UNIT PLAN UNIT TOTAL NO. QTY. PRICE COST 1. CLEARING &GRUBING-CHANNEL& BOX ACRE 0.5 3000.00 $1,500.00 2. CHANNEL EXC.-UNCLASSIFIED C.Y. 1000 20.00 $20,000.00 3. CL-3000 CONC/B. C./4 WW REINF STL C.Y. 211.26 400.00 $84,504.00 4. CONTROLLED DENSITY EMBANKMENT C.Y. 4000 8.00 $32,000.00 5. SPECIMEN TREES IN PLACE EA. 100 250.00 '* $25,000.00 %CO a 6. FINAL GRADING-SEEDING-BORROW PIT L.S. 1 10000.00 $10,000.00 0 7. CL B CRUSHED STONE 8"THK COMP. S.Y. 2077 10.00 $20,770.00 8. EROSION CONTROL&SLOPE SEEDING L.S. 1 5000.00 $5,000.00 SUBTOTAL CONST. COST $198,774.00 CONTINGENCY $19,976.00 ENGINEERING & SURVEYING $23,750.00 TOTAL EST. PROJECT COST $242,500.00 i. 1 Of) 9. ,6 .you S //a3 City of Southlake,Texas MEMORANDUM 1111 October 11, 1993 TO: Curtis E. Hawk, City Manager FROM: Bob Whitehead, Director of Public Works SUBJECT: North White Chapel Culvert Thursday, •October 7, Bill Collins, Corps of Engineers, Grapevine Reservoir Manager, called to say that the Corp' s engineers office has agreed to the design of the North White Chapel culvert as per the preliminary plans prepared by Cheatham and Associates . The agreement will be to stage the construction; ie, build the culvert and street to less than Corp' s required elevation with a commitment by the City that the required street elevation will be built within 15 years . (date to be determined, Collins said 10 to 15 years) Mr. Collins will need from the City: A. Final plans B. A Letter of Request including: 1 . Metes and bounds of easement across Corps property, 2 . Metes and bounds of any construction/stcrage S 3 . easement, Agreement/description of fill/barrow areas, 4 . Other information such as; Traffic plan and public information plans, He stated that the "tree mitigation" plan has been done and he would like the F.E.M.A. Environmental study submitted with the letter of request . Collins said after our submittal, it will take three to six mcnths for Corps approval . (7)12 BW xc : Greg Last wpfiles\memos\corps S //-4 'J