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2000-11-07 CC Packet City of NoutniaKe, texas MEMORANDUM TO: Honorable Mayor and Members of City Council FROM: Billy Campbell, City Manager SUBJECT: City Manager Notes • Access to Marylyn Miles Property. In light of Marylyn Miles filing a complaint with HUD and the perception that we have denied her access, I have asked Kevin Hugman to provide some alternatives for access. I visited with Allen Taylor on this matter, and we will be prepared to discuss this further in executive session. If you have any questions, contact either Allen or me. • Foxborough Residential Subdivision. The letter I signed that the Foxborough homeowners have referenced (see their attached letter dated Oct. 23) has to do with the developer complying with all requirements of City ordinances with the one exception concerning the sidewalk. There apparently has been an ongoing dispute with the homeowners and the developer for some time because of amenities that were promised in marketing brochures. The homeowners also have been researching City Council and P&Z actions and are convinced that the plans submitted by the developers at the time of their rezoning and platting requests, depicting split-rail fencing, pedestrian bridge, etc., are enforceable by the City. A meeting with me and some of the homeowners to discuss their issues was arranged for Friday, Oct. 13, through Ms. Dillon; however, Ms Dillon canceled the meeting, stating that they needed more time to review additional information that they had gathered. The following will be offered as a response to questions in their Oct. 23 letter: 1. The exhibits that were presented at the P&Z meeting were concept plans. The exhibit that was presented to the City Council, and was included in the construction drawings, was a site plan. As you state, P&Z and Council approved this item subject to the bufferyards and the landscaping being installed in accordance with the exhibits presented at the P&Z meeting and shown to the City Council. The City of Southlake Landscape Honorable Mayor and Members of City Council City Manager's Notes October 27, 2000 Page 2 of 6 Administrator has confirmed that the bufferyards and landscaping meets the intent of what was presented to P&Z and Council by inspecting the landscaping and issuing a green tag. Therefore, the issuance of the green tag indicates that the developer did meet the intent of the plans presented to P&Z and Council. The material differences that you refer to in your letter, i.e. the split-rail fence, stone veneer headwalls and the pedestrian bridge, are considered to be amenities rather than landscaping. These amenities, although shown in the concept plans presented to P&Z, were not included in the site plan presented to Council. In addition, there is no reference to these amenities in either the P&Z meeting minutes or the Council meeting minutes. 2. The acceptance of a four-foot sidewalk instead of a six-foot sidewalk was an oversight by the City. We have informed the developer of the deficiency and he will be required to (W correct it. 3. The issuance of the green tag is relevant documentation that the landscaping was inspected to determine whether it met the intent of the landscaping and bufferyard exhibits that were approved by P&Z and Council. Contact me if you have any questions on this issue. • Scope of Services Agreements. As you know, we have historically entered into various agreements with community-based organizations, and provided funding in exchange for services of benefit to the general community, such as Lake Cities Community Band, Keep Southlake Beautiful, GRACE, etc. There are two new organizations requesting funding from the City that we want to make you aware of, but do not recommend funding for the reasons below. We have discussed these issues with the City Attorneys and they concur with our assessment. Copies of both requests are included in your packet. Honorable Mayor and Members of City Council City Manager's Notes October 27, 2000 Page 3 of 6 1. The Southlake Library Foundation. This organization has requested $7,000 to aid in initial start-up costs. It's purpose is to raise money for construction of the permanent Southlake Public Library. Staff's concern with this request is that, by law, a City must expend public funds to provide a public benefit. As such, we cannot donate public funds to private causes or for charitable purposes. The Foundation, with its sole purpose being to raise money, does not qualify as providing a service to the citizens of Southlake that would warrant the expenditure of public funds. To put it in basic terms, we cannot develop a scope of services because the only service being provided is fundraising. 2. Sky-Link. This organization has requested funding from the City of a "few thousand dollars." They are affiliated with Sky-Ranch, a Christian-based outreach program for CW children and youth. Staff's concern with this request is not with the services provided, but rather the precedent that would be set in funding a faith-based organization. This can expose the City to criticisms from any number of perspectives - funding of certain faiths but not others, separation of church and state, etc. It also would set a precedent that would be difficult to manage when other church- or faith-based organizations request funds from the City. If it is your desire to fund one or both of these organizations, please let staff know and we will move forward with drafting a scope of services agreement. Contact Kevin Hugman with any questions you may have. • Kelly Miller Circus. We have entered into a contract to sponsor the Kelly Miller Circus in March 2001. As you may recall, this event was held at Bicentennial Park this past March, and was sponsored by the Women's Division of the Southlake Chamber of Commerce, which has Honorable Mayor and Members of City Council City Manager's Notes October 27, 2000 Page 4 of 6 now disbanded. The Circus approached staff about holding a two-day event on Thursday, March 29, and Friday, March 30, 2001. Their event this year was very successful, therefore they want to return with a two-day event. The contract cost is nominal, and the City would gain revenues from a 50% share of advance ticket sales, and a smaller percentage on sales the days of the circus. Given our familiarity with the event last year, and after getting input from Linda Overlander, organizer of the event this year, staff approached the Parks Board about the event. They recommended (4-2) the City sponsoring the event. (Dissenting votes were based on philosophical disagreement with animals in a circus environment.) Staff has discussed the idea of partnering with an organization such as the Friends of the Southlake Library, and designating the proceeds towards the Library. We estimate net proceeds of$10,000 to $15,000. FOSL can help with ticket sales and publicity. We have not approached them on this subject yet, but will next week. If you disagree with this approach, or have other thoughts on this subject, please let Kevin Hugman know early this next week. • North Texas Commission Resolutions on Air Quality and Transportation. The City received a letter from the North Texas Commission (NTC), a local organization composed of elected officials, civic leaders, and business leaders, regarding their approval of two resolutions related to Air Quality and Transportation. The NTC has worked with the Texas Transportation Funding Coalition, consisting of representatives from Chamber of Commerce organizations and Metropolitan Planning Organizations statewide, and the Texas Clean Air Working Group, composed of local elected and business leaders statewide, in developing these resolutions. A copy of the two resolutions are attached for your review. The NTC plans to forward these approved resolutions to the Texas Legislature, the offices of the Governor and Lieutenant Governor, and the Texas Transportation Commission for consideration during the 2001 Legislative Session. In an effort to increase the support for these items, the NTC has asked local legislative bodies to also consider approval of these resolutions and forward them to state leaders. Please review the resolutions and forward any comments to me at your Honorable Mayor and Members of City Council City Manager's Notes October 27, 2000 Page 5 of 6 convenience. If there are no objections raised, these resolutions will appear as consent items on a future City Council agenda. ■ Residual.Issues Relating to Outdoor Storage. On Tuesday, October 24, Planning Director Bruce Payne and Senior Planner Karen Gandy met with Council Members Rex Potter and Greg Standerfer to discuss residual issues with the outdoor storage regulations. Specifically, issues surrounding vending machines, screening materials, shopping carts, landscaping and planting supplies were discussed within the larger context of what the community was trying to achieve with the ordinance. The meeting produced a great deal of productive dialogue and some strategies on how to address some of the lingering issues relating to outdoor storage. The planning staff will take the information obtained at the meeting and draft some suggested standards for the group to review. It is anticipated that the committee will be able to meet and discuss the ordinance again within a couple of weeks where the remaining problems can be successfully resolved. It is hoped that suggested changes can be in front of Council for consideration by the first or second meeting in January. Any input or suggestions you may have relating to this subject is welcome and encouraged. • Evaluations. Note that I have included an evaluation item for City Secretary Sandy LeGrand and myself on your agenda for Nov. 7 and plan to have the evaluation for the city attorneys at your December meeting. I felt it would be better to perform the evaluations over two meetings so that there would be sufficient time and hopefully keep the meetings from being too long. Call me with questions. • November 10 Work Session. We are canceling the November 10 Sabre work session based on feedback from Councilmembers regarding general desires for the work session concept. Sabre is receptive to an evening joint work session with CC and PZ prior to their processing of Phase II if that is a desire of Council. They are receptive to any process the City desires, and are offering the dedicated work session if it is Council's desire to lessen the time for discussion during the Honorable Mayor and Members of City Council City Manager's Notes ' October 27, 2000 Page 6 of 6 regularly scheduled review of the project. Let Greg or me know of your desires regarding this potential meeting. • Also attached to my memo: - Draft Agenda for City Council Meeting Nov. 7, 2000 - AMS - Calendar of Meetings / Events - Kudos BC Staff Extension Numbers: Black, Rick, Fire Chief, ext. 735 Bradley, Valerie, Asst. to the Public Works Director, ext. 773 Campbell, Billy, City Manager, ext. 701 Eaglen, John, Assistant to the City Manager, ext. 806 Elam, Sharen, Finance Director, ext. 716 Farahnak, Pedram, Public Works Director, ext. 779 Gandy, Karen, Senior Planner, ext. 743 Hugman, Kevin, Director of Community Services, ext. 757 Jackson, Malcolm, Chief of Building Services, ext. 726 Killough, Dennis, Senior Planner, ext. 787 Last, Greg, Director of Economic Development, ext. 750 LeGrand, Sandra, City Secretary, ext. 704 Polasek, Steve, Deputy Director Community Services, ext. 772 Payne, Bruce, Planning Director, ext. 767 Safranek, Lauren, Director of Human Resources, ext. 836 Thomas, Charlie, City Engineer, ext. 814 Wilson, Garland, Director of Public Safety, ext. 735 Yelverton, Shana, Assistant City Manager, ext. 705 L DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT Southlake Crime Control & Prevention District k Reauthorization Election Benchmarks Date Task Comment 9/5/01 Board orders referendum by majority of its No later than 45 days before members election day (Election Code Sec. 363.251(b) 3.005) 9/8/01 Board specifies number of years to be continued (5, 10, 15, or 20) (Sec. 363.2515 a 9/5/01 Board enters into agreement with City of Southlake to administer election on its behalf 10/21/01 Notice of election published in newspaper Not earlier than the 301 day 1115101 of general circulation in compliance with or later than 10`h day before Texas Election Code the election 10/23/01 Notice posted on city's official bulletin No later than 2 1" day boards in compliance with Texas Election before the election Code Preclearance from Justice Department??? 11/13/01 Notice sent to Secretary of State in By date of the election compliance with Texas Election Code. 11/13/01 Hold referendum on uniform election date Not earlier than the fourth (Section 363.251 (d)) anniversary of the date the district was created. Southlake District created on November 10, 1997. 11/20/01 City Council canvasses election results No earlier than the 3 rcl day or later than 6t' day followin the election Election dates under review by the City Attorney's office-- SOUTHLAKE CRIME CONTROL AND PREVENTION DISTRICT 1/2% SALES TAX REPORT 1999-00 Collected Budget Balance Budget to Date Balance Percent $ 1,674,304 $ 1,747,389 (73,085) -4.37% Fiscal Year Fiscal Year Percent Fiscal Year Percent 1997-98 1998-99 Increase/ 1999-00 Increase/ MONTH Actual Actual Decrease Actual Decrease October $ - $ 125,207 100% $137,412 9.75% November - 92,367 100% 134,564 45.68% December - 102,325 100% 123,346 20.54% January - 135,618 100% 160,790 18.56% February - 98,730 100% 133,181 34.89% March - 95,853 100% 122,112 27.40% April - 137,694 100% 167,030 21.31% May 77,337 126,588 64% 149,947 18.45% June 86,019 121,107 41% 149,028 23.05% (W July 108,531 157,929 46% 170,640 8.05% August 105,651 121,035 15% 153,942 27.19% September 89,966 122,495 36% 145,397 18.70% TOTAL $467,504 $1,436,950 207% $1,747,389 Actual Budget Actual Estimated (budget-est.) % 1998-99 1999-00 1999-00 1999-00 Difference Change October $ 125,207 $ 147,339 $ 137,412 $ 137,412 $ (9,927) -6.74% November 92,367 107,155 134,564 134,564 27,409 25.58% December 102,325 118,876 123,346 123,346 4,470 3.76% January 135,618 157,385 160,790 160,790 3,405 2.16% February 98,730 115,527 133,181 133,181 17,654 15.28% March 95,853 112,178 122,112 122,112 9,934 8.86% April 137,694 159,059 167,030 167,030 7,971 5.01% May 126,588 147,339 149,947 149,947 2,608 1.77% June 121,107 140,642 149,028 149,028 8,386 5.96% July 157,929 184,173 170,640 170,640 (13,533) -7.35% August 121,035 140,642 153,942 153,942 13,300 9.46% September 122,495 143,990 145,397 145,397 1,407 0.98% (w $ 1,436,950 $ 1,674,304 $ 1,747,389 $ 1,747,389 $ 73,083 16.52% 21.60% 174 October 23, 2000 Mr. Billy Campbell ._':_ City Manager City of Southlake 09 Z 4 M 1725 East Southlake Blvd. Southlake,TX 76092 ` RE: Foxborough Residential Subdivision Dear Mr. Campbell: We,the undersigned residents of Foxborough,have reviewed your letter to Mr.Dale Clark,dated September 26,2000 regarding the Foxborough Residential Subdivision. We have also reviewed the supporting documentation cited therein. We have the following additional questions: 1. On December 17, 1996, the City Council approved the first reading of the zoning request for Foxborough. The minutes of both the City Council meeting on December 17, 1996 and the Planning&Zoning Commission on December 5, 1996 reflect that the approval of the zoning request was subject to the bufferyards and landscaping being installed in accordance with the exhibits presented at the Planning and Zoning Commission meeting and shown to the City Council. Those exhibits differ from the current state of the subdivision in several material ways: there is no split rail fence in any of the common areas;there are not stone veneer headwalls in each spot where they were indicated on the exhibits;there is no steel pedestrian bridge as indicated on the exhibits;and we do not believe that the size and type of trees, bushes and grasses are the same as those shown on the exhibits. Nevertheless,your letter to Mr. Clark states that the only discrepancy which the City notes to the plans approved by the City Council and the current state of the subdivision is the four foot wide sidewalk in Lot#7 which should be six feet wide. Can you explain why the developer is not required to provide landscaping and bufferyards in accordance with the plans presented to and approved by the Planning and Zoning Commission and the City Council? 2. Why did the City originally allow the developer to build a four-foot sidewalk when the zoning approval clearly required a six-foot sidewalk? 3. Your letter states that the developer was issued a"green tag"for landscape indicating that the landscape complied with the"applicable building codes at the time of inspection." Was the landscape ever inspected to determine whether it complied with the landscape and bufferyard exhibits which were presented to and approved by the Planning&Zoning Commission and the City Council? If so,please provide us with the relevant documentation reflecting that inspection. As time is of the essence,we would appreciate your response to the above questions by November 1, 2000. You may direct your response to Steve Dillon, 313 Foxborough Lane, Southlake,TX 76092. Thank you for your continued assistance in this area. Very truly yours, Homeowners of Foxborough(signed on attachments) Attach. Cc: Mayor Rick Stacy Southlake City Council ALFRED D. MORIN,JR. July 7, 2000 Mr. Steve Polasek Assistant Director Community Affairs City of Southlake 667 North Carroll Ave. Southlake, TX 76092 Dear Steve: On behalf of the Southlake Library Foundation, we are asking for finance support from the City of Southlake to aid us in our initial start-up costs. I've enclosed a draft budget to give you some idea of our immediate needs. Our request is for$7,000. Any support the City of Southlake can provide will be very much appreciated. Thank you for giving this request your consideration. Sincerely, Alfred D. Morin, Jr. Chairman Southlake Library Foundation Cameron McCartha, Vice Chairman Monte Ford, Secretary Gary Fickes, Treasurer Era Lee Caldwell, Officer at Large Betty Springer, Officer at Large NATIONAL OFFICE•BOY SCOUTS OF AMERICA•1325 WEST WALNUT HILL LANE•P.O.BOX 152079•IRVING,TEXAS,75015-2079.972-580-2012 Southlake Library Foundation Draft Budget Income Board Members Donation ($100.00 ea.) 2,000. City of Southlake 7,000. Misc. Corporate (In-kind) 1,000. Total Income $10,000. Expenses Printing for citywide mailing 2,500. Mailing/Postage 1,500. Web Site (Start-up and Maintenance) 1,000. Promotional Materials Video (With city assistance) 3,000. Visual Aids 1,000. Library Opening (Town Hall) 1,000. Total Expenses $10,000. RESOLUTION URGING THE L 71*TEXAS LEGISLATURE TO TAKE CERTAIN ACTIONS TO IMPROVE TEXAS' AIR QUALITY WHEREAS,air quality impacts the public health and economic vitality of the state of Texas as well as the Dallas/Fort Worth metropolitan area;and WHEREAS,the major centers of population,employment and economic growth of Texas are not in compliance with the federal clean air act standards for the pollutant ozone;and WHEREAS,Dallas/Fort Worth-area elected officials and business leaders participate in the Texas Clean Air Worlang Group along with leaders from other Texas nonattamment and near-nonattamment areas in a collaborative effort to improve Texas air quality;and WHEREAS,the Texas Clean Air Working Group has formulated recommendations to the 77''Texas Legislature to help Texas regions achieve compliance with the federal clean air act and to improve Texas air quality. NOW'THEREFORE BE IT RESOLVED by the North Texas Commission Board of Directors'that the 77d'Texas Legislature be and hereby is urged to: Section 1: Maintain the integrity of the State Implementation Plan(SIP),taking no action to eliminate or reduce any control measure without adding an alternative measure to achieve an equivalent emissions reduction;and Section 2: Provide the Texas Natural Resources Conservation Commission(INRCC)with authority and resources adequate to ensure SIP implementation,including funding for state-of-the-art air quality research modeling tools and monitoring equipment;and Section 3: Establish incentives to reduce mobile source emissions,such as a competitive program offering grants to applicants that achieve the most cost-effective emissions reductions through vehicle retrofit,re-power or purchase; and Section 4: Encourage the purchase of alternative fuel vehicles and other low emission vehicles with tax credits,rebates or exemptions or other incentives;and Section 5: Authorize local governments to exercise the option to employ programs to reduce mobile source emissions,such as vehicle inspection and maintenance,low income vehicle repair assistance and accelerated vehicle retirement;and Section 6: Establish and fund a public information program to increase public awareness of the importance of cleaning up Texas'air and to identify ways individual citizens can help improve air quality. This resolution shall be forwarded to members of the Texas Legislature,the Governor and the Lieutenant Governor of the State of Texas and the Texas Transportation Commission. Adopted this 21s day of September 2000. Allan Howeth,Chairman a Erma C.Johnson retary RESOLUTION URGING THE 770'TEXAS LEGISLATURE TO TAKE CERTAIN ACTIONS TO IMPROVE TEXAS' SURFACE TRANSPORTATION INFRASTRUCTURE WHEREAS,mobility and a quality surface transportation system are critical to the economic vitality of Texas and the quality of life of Texans; and WHEREAS, aging transportation infrastructure,population and job growth, and increasing travel demands require an increased level of investment in order to maintain mobility and a quality surface transportation system for Texas; and WHEREAS,Texas citizens have come together in coalitions such as TEX-21 to express their increasing concerns with the adverse effects on their lives of urban roadway congestion,delays at international border crossings,roadway safety,poor roadway surface conditions and inadequate highway capacity to accommodate the growing international trade traversing Texas; and WHEREAS,there is a growing sense of urgency for Texas to raise the level of priority it places on transportation. NOW THEREFORE BE IT RESOLVED by the North Texas Commission Board of Directors that the 77th Texas Legislature be and hereby is urged to: Section 1: Allocate to counties five percent(5%)of vehicle sales taxes collected,rather than vehicle registration fees equal to that amount,as was done prior to 1992; and Section 2: Make all appropriations to support functions of the Department of Public Safety not directly related to transportation from the General Revenue Fund rather than the State Highway Fund; and Section 3: Deposit into the State Highway Fund rather than the General Revenue Fund revenues collected by the Department of Public Safety from the following transportation-related fees: Motor Vehicle Inspection Fees,Driver License Fees and Driver Record Information Fees;and Section 4: Deposit into the State Highway Fund rather than the General Revenue Fund revenues derived from highway right-of-way licensing or leasing; and Section 5: Increase appropriations to the Lateral Road and Bridge Fund,to at least$30 million per year,without reducing TxDOT funding, and revise the allocation formula for Lateral Road and Bridge Fund monies giving 50%weight to population and 50%to county lane miles,with each county receiving an allocation not less than 150%of the amount it received in the previous biennium; and Section 6: Amend the Development Corporation Act to include transportation as an allowable use under subsections 4a and 4b and permit local governments by local option election to enact a sales tax for transportation,including transit,within the existing 8.25-cent sales tax cap; and Transportation Resolution 77`h Texas Legislature Page Two Section 7: Enact legislation and authorize an election to consider a constitutional amendment to permit the use of state funds for toll road development in Texas; and Section 8: Establish a new transportation revolving fund and place in this fund all new transportation dollars identified in the 77th and subsequent legislative sessions to be used to service debt incurred through the issuance of general obligation or revenue bonds of the state; and Section 9: Permit the use of GARVEE bonds to accelerate implementation of needed transportation improvement projects; and Section 10: In consultation with the Texas Department of Transportation and metropolitan planning organizations, adopt performance criteria to measure mobility,access,safety,reliability and maintenance standards for the Texas transportation system,identify minimally acceptable performance levels for the system and adopt an investment plan to fund achievement of those performance levels;and Section 11: Authorize the utilization of design-build procurement for highway project development; and Section 12: Repeal the"2060 Permit"provisions for overweight vehicles and establish new provisions to require heavy vehicle compliance with posted weight restrictions on bridges and to set higher permit fees and sanctions for overweight vehicles to use Texas highways. This resolution shall be forwarded to members of the Texas Legislature, the Governor and the Lieutenant Governor of the State of Texas and the Texas Transportation Commission. Adopted this 21st day September 2000. Allan Howeth,Chairman t ' Erma C. Jo on,Secretary Sewell Lexus !``' 20 6421 Lemmon Avenue Dallas,Texas 75209 (214)352-8100 October 20, 2000 Rick Black Director of Public Safety/ Fire Chief City of Southlake 667 N. Carroll Ave. Southlake, TX 76092 Dear Rick, I am compelled in sending this letter to you in appreciation for your professional services on the White Chapel / Bob Jones Park brush fire. Your quick and calculated actions diverted a major catastrophe for my neighbors and myself. Living at Bob Jones and Saddle Ridge, I was in immanent danger of fire damage and destruction. I am thankful for you and your department's full response to this emergency. This reconfirms my belief that Southlake is a great and safe place to live. The officials in charge deserve to be highly commended for their concern for the citizens and the City of Southlake! Best regards, David Thomas Cc: Rick Stacy, Mayor Billy Campbell, City Manager Carroll Band Boosters T� 1501 W. Southlake Boulevard Southlake, TX 76092 October 18, 2000 Southlake Department of Public Safety Police Services Division 667 N. Carroll. Avenue Southlake, TX 76092 Attention: Bobbye Shire Enclosed please find a check in the amount of$161.00 for services rendered by Jeff Marler at our annual Auction on 9-30-00 at Carroll High School. Once again, Jeff has provided an invaluable service to the Band Boosters during this annual event. As he knows most of the students in the Band,his presence is well (W received and we feel secure with an'officer on site during this function. Sincerely, �__S Kim S. Clancy Treasurer a October 24, 2000 Kevin Hugman, Director Community Services City of Southlake 1725 E Southlake Blvd Southlake, TX 76092 SUBJECT: REQUEST FOR FUNDING FROM CITY FOR SKYLINK Dear Mr. Hugman: The Parent Advisory Board of the Southlake-based SKYLINK Program would like to ask the City of Southlake for financial support in the current fiscal year. We believe that SKYLINK provides profound benefits to families and teens in Southlake and surrounding communities. SKYLINK is a local program that has been enormously successful in providing positive activities and inspiration to our local teens in 7t"-12th grades over the last three years. Through weekly meetings in area homes, teens gather, learn, share, and grow together through positive value-based leadership. At the core of the SKYLINK meetings is the interactive discussion topics where teens address life and choice issues that they wrestle with in today's society. Songs, food, and hanging out with friends are the other ingredients that keep teens coming back week after week. Current attendance ranges from 60-75 students in the weekly Merge meetings. An overwhelming majority of the students are from Southlake. We are so excited about the effect this program has had on our area youth as evidenced by our own children. The parents listed below serve on the SKYLINK Parent Advisory Board. It is our goal to raise $30,000 to support a full-time local SKYLR- K Director. The parents and a few local businesses have already pledged or donated more than half of that amount. A new, full-time SKYLINK Director is expanding the program this year in many ways. It is growing to include additional meeting days/times, networking with and support to local churches, increased lunch visitations in the schools, reaching out to more teens, and more special functions. Won't you please consider allocating a few thousand dollars to support this growing community resource? It has been said that Southlake does not have enough activities for teens. Here is one that has already proven itself to fill the growing need for positive direction and comradery. We are truly BLESSED to have a local youth program that is so filled with caring, vitality, and wholesome growth experiences for our teens! Attached you will find a SKYLINK OVERVIEW to supplement the materials in the enclosed information packet. r Please do not hesitate to call any one of us if you should have any questions or information that can help us to reach our goals. We sincerely appreciate all your support in building a stronger community!! Sincerely, SKYLINK Parent Advisory Board Members: Gary& Sally Blalock 817-329-2415 Joe & Tammy Arcisz 817-421-9507 John&Robin Blackburn 817-329-6076 Walt & Stacey Hamaker 817-251-0825 Tim& Cindy Kelly 817-481-2235 Gary& Kathy Mills 817-488-1489 Ron&Marie Vanwey 817-424-5227 Sky Ranch— Skylink Program Director: Chris Witt 972-523-9683 Skylink Director: Aaron Pape 817-247-0233 SKYLINK OVERVIEW 4XoSSION: Find, Inspire and Connect (For Students in 7-12'h Grades) Find — Students to lead and to serve Students who are lost and hurting Students who are seeking guidance Inspire —Young people to action and growth with truth, dialogue, and positive role models Connect—Teens with mentors and quality growth opportunity for the purpose of character development, spiritual maturity, and lifestyle accountability. Youth from various schools, churches, and faiths to develop a tolerance, understanding, and friendships among students with diverse backgrounds. Local teen-oriented and/or religious youth organizations in a spirit of cooperation for mutual sharing and growth. Unchurched teens who wish to develop their spiritual selves with the ministries of a local religious youth organization. SERVICES: Weekly meetings called "MERGE"focus on teen issues in an atmosphere of music and comradery. Separate meetings are held for Senior and Junior High School groups. Monthly gatherings called "LODGE" where students join together for wholesome fun. Monthly regional meetings called"COMMON GROUND"to join with other area SKYLINK groups and area youth groups to provide positive networking opportunities. Apprenticeships for youth who desire a mentoring relationship. Special activities are available for those youth who wish to participate in service projects and/or fund-raising activities such as the "Christmas Shopping/Parents' Day Out"project. Informally, other networking events occur such as counselors joining the students for lunch at school, meeting for an afternoon of"Ultimate Frisbee", or community service projects. BENEFITS: Provides a safe environment of support where teens can dialogue about current issues that effect their lives with positive role models. Teens develop confidence, self-esteem, positive values, open attitudes. Youth expand their circle of positive friends and acquaintances through a variety of activities. Provides a local social outlet where teens can enjoy the fun, music, and just "hanging out with friends". Teens learn to reach out to others, talk about difficult issues, and explore multiple ways of handling situations in a mentoring peer-to-peer atmosphere. Enhances student's ability for critical thinking, problem-solving and decision-making. Organizes and offers alternative recreational opportunities for youth of Southlake and its surrounding areas. Teens are introduced to positive adult role models. Actively recruits young adults in the community to invest in the lives of local youth through small group and one-on-one mentoring. BACKGROUND: SKYLINK is an outreach program initiated by Sky Ranch Summer Camp and Retreat Center. Sky Ranch is a Christian-based not-for-profit organization(501(c)(3)) whose motto is "Serving Kids &Youth". The summer camp program has become enormously successful as evidenced by the lengthy annual waiting list. Eager parents approached Sky Ranch for a way to continue serving kids during the school year. Sky Ranch recognized an opportunity to reach and serve more kids. Therefore, Sky Ranch provided seed funding to initiate the SKYLINK concept. Now that the SKYLINK program has met with such enthusiastic response.and growth, it is time to become self-funding while, at the same time, retaining support and professionally trained staff from Sky Ranch. SKY RANCH MISSION STATEMENT Sky Ranch is a Christian Camp and Retreat/Conference Center for people to enjoy a positive recreational, fun, and memorable experience while being exposed to the truths of the Word of God. The Primary Mission of Sky Ranch is to evangelize and disciple young people ages 6 through 16 by operating a quality and excellent Christian Summer Camp that is highly utilized and conducted in a manner consistent with Christian principles, the Sky Ranch Doctrinal Statement, and operated with strong business practices. The Secondary Mission of Sky Ranch is to the greatest extent possible, to utilize our facility and staff in assisting the Christian community in its ministry of evangelizing and discipling young people and their families and, in their absence, serve other groups whose purposes and practices do not conflict with Sky Ranches' policies, doctrines, or sound business practices through the Retreat/Conference Center and Outdoor Education Program. FIND: Students to lead and to serve. Students who are lost and hurting. Students who are seeking. INSPIRE: Young people to action and growth with truth, dialogue, and Cluist-like role models. l CONNECT: n, Teens with mentors and quality r growth opportunity for the pur- pose of character development, spiritual maturity, and lifestyle ac- r� countability. r Unchurched teens with the minis- tries of the local church. K } y The local church with each other t and resources to fulfill their minis- YST�j` r try objectives. ` 2 xf' )Y .s�s�.��yy.ayyiirree++YYl! �y�^. a f BASIC PROGRAMS Common Ground: Monthly gathering of area ministries for worship, teaching, and prayer. Merge: Weekly small groups. Monthly party. Seeker friendly. Level 2: In depth Bible study. Link Apprenticeship: One on one mentoring. Special Events: Skatelink, Winter Camp, Famlinks, Adventure Trips, Weekend activities. Church Support: 10 work hours a month in local churches. i OBJECTIVES FOR YEAR 2000-1 SKYLINK TASK PLANNER MODEL DAY OFF (10) (10) DAY OFF (10) (10) (5) FIND Study Sr Lunch Jr Lunch Office Contact Link App Link App Day Work INSPIRE Level 2 MERGE Contact CONNECT CLUB Work DAY OFF DAY OFF Study Sr Lunch Jr Lunch Office Special Day Event Link App Link App Level 2 MERGE DG MERGE DG Summer; . Trip camps DAY OFF DAY OFF Volunteer Study Sr Lunch Jr Lunch Ministry Contact Recruitment Support Work Link App Link App Day Parent Contact Level 2 MERGE DG MERGE DG Camper, Contact DAY OFF DAY OFF Planning. Study Sr Lunch Jr Lunch Office Vacation Day COMMON Link App Link App Level 2 MERGE DG MERGE DG GROUND Volunteers: attend level 2 in monthly rotation.. Host weekly DG's Weekly lunches. 2 monthly contact extras.. City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Honorable Mayor and Members of City Council FROM: Billy Campbell, City Manager SUBJECT: Agenda Item Comments and Other Items of Interest for City Council Meeting Nov. 7, 2000 Note that Executive Session list appears rather long, however, most of the items simply involve quick updates. I feel we can get through each rather quickly. If you have any questions contact me or Shana Yelverton. Agenda Item No. 4B. The 9/30/00 quarterly investment report and the sales tax reports (413-12) are included in your packet. Contact Sharen Elam with questions regarding these items. Ir Agenda Item No 5A Approval of minutes of the Regular City Council meeting held Oct. 17, 2000. If you have any changes to the minutes, please discuss these at the work session or notify Sandy LeGrand prior to the meeting. She will bring the amended minutes to the meeting for your consideration. Agenda Item No 5B Resolution No 00-97 Amending the Personnel Policies Handbook to include a Technology Policy and Personnel File Policy. The technology policy sets forth standards for the acceptable use of the technical systems for the City of Southlake. The technology systems include Internet use, electronic mail, computer and network systems, facsimile, mobile phone use, mobile data terminal use, and mobile data computer use. This policy also stipulates that the City expressly reserves the right to monitor, review and audit an employee's use of these systems at any time. The personnel file policy establishes a policy for the handling of employee personnel and medical files in accordance with Texas and Federal law. This policy is necessary to meet accreditation requirements for police accreditation. Contact Shana Yelverton with questions on these policies. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 2 of 17 Agenda Item No. 5C. Approve purchase of systems furniture for Town Hall from KI International. There are several areas in Town Hall that are open spaces designed for systems furniture (systems furniture is also called modular or cubical furniture). Staff and elected officials identified a line of systems furniture from the Tarrant County contract list that will meet the systems furnishings needs for Town Hall. The line is called Wireworks and is made by KI. This furniture will be mainly used in the staff level (non-executive/director staff) offices throughout the building. Staff recommends purchasing systems furniture in the amount of$93,039.78 from KI, which is currently on the Tarrant County contract list. Contact Valerie Bradley if you have questions on this item. Agenda Item No. 5D. Award bid to Cooper & Stebbins for outside maintenance of public areas at Town Square. This contract is for landscape maintenance and upkeep of the public areas in Town Square. It is separate from the other mowing contracts, and higher on a unit cost basis. This is because of the much higher level of quality expected, and the number of services being performed, such as year-round mowing, seeding of rye grass, seasonal color in the beds, periodic aeration of turf areas, tree maintenance, etc. Cooper & Stebbins was the low bid and intends to sub-contract most of the maintenance to Michael's Landscape. They have hired a supervisor in-house to oversee this contract, as well as the landscaped areas owned by Town Square, Inc. Staff is in the process of verifying relevant experience of Town Square's employee(s) and has verified adequate experience and relevant licenses of the sub- contractor, Michael's Landscape. Contact Kevin Hugman with any questions on this item. Agenda Item No 5E Authorize Amendment No. 4 to Cheatham & Associates for architectural and engineering services relating to additional improvements at Bob Jones Park. As noted in the packet item cover memo, this amendment provides design and engineering services for the projects moved up in the SPDC CIP relating to Bob Jones Park. Those items are the restroom/concession building #2, water well and pump house #2, and water features for ponds #1 and #2. The estimated costs for these projects include the design fees, and are included in the estimates for the total Bob Jones project. The current amendment with Cheatham and Associates only included the items that we Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 3 of 17 planned in FY 1999-00 and FY 2000-01, but did not include the items planned for FY 2001-02 and FY 2002-03. SPDC approved this item (5-0) at its Oct. 23 meeting. You may contact Kevin Hugman with any questions. Agenda Item No. 5F. Ordinance No. 794, V Reading, Abandonment and Quitclaim of Tract A of the Woodland Heights Subdivision. The Woodland Heights subdivision was platted in 1982. At the time, the developer platted a tract of land, shown as Tract A on the plat, and conveyed it to the City. Tract A was located between Lots 9 & 10, Block 1 and was 35 feet wide. The tract of land was planned to be used for access to the land immediately west of the Woodland Heights subdivision owned by Theron Ragan. The City was negotiating with Mr. Ragan to purchase a portion of his property to use for a site to construct an elevated water storage tank. Once residents began moving into the Woodland Heights subdivision, they started voicing opposition to the elevated water storage tank. Therefore, plans to construct the tank on the Ragan tract were abandoned. Eventually, the elevated water storage tank was constructed where it currently exists in the Miron Business Park. Tract A is no longer of any use to the City and would be better served if it were abandoned and quitclaimed to the adjoining landowner. Ms. Donna Halley, the owner of Lot 10 that adjoins Tract A, has mowed and maintained Tract A for 12 years. Therefore, staff recommends quitclaiming the tract to her. Ms. Halley has agreed to accept the land if Council quitclaims it to her. Agenda Item No 5G Authorize the Mayor to enter into a professional service contract with BaylorWorx to perform all pre-employment physicals, drug tests, and workers compensation claims. The City needs to enter into a service contract with one source that can provide consistent and reliable service. The City has a need for a provider that can perform pre-employment physicals and drug tests; post-accident testing; random drug and alcohol tests; and workers compensation treatment. BaylorWorx is conveniently located in Grapevine and can provide all the necessary services in one location. Contact Shana Yelverton with questions regarding this item. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 4 of 17 Agenda Item No. 5H. Award of bid to CMPA, Inc. for construction of the West Department of Public Safety (DPS) facility. A bid opening for the construction of the west DPS facility was held on Oct. 10, 2000, and a total of 11 bids were received. The apparent low bidder for the project was CMPA, Inc. with a base bid of $3,194,000. A number of bid alternates were included in the bid specifications. The capital projects budget allocated $3,863,681 for the west facility; however, this number also included $96,800 for FFE (furniture, fixtures and equipment) and audiovisual equipment. The low bid is financially favorable to the District. After a great deal of analysis by staff, CMPA, Inc. is recommended as the contractor to be awarded the bid for construction of the West DPS facility. The Crime Control and Prevention District Board at its Nov. 1, 2000, meeting approved funding of the construction of the facility in the amount of$3.4 million, which includes the base bid plus alternates #3, #4, and #6. Contact Chief Rick Black with question on this item. As a side note, the Crime Control Board of Directors elected Martin Schelling president and Bob Mundlin as vice president at its November 1 meeting. Agenda Item No. 5I. Interim right-of-way agreement between the City of Southlake and TXU Communications. TXU Communications has approached the city about installing fiber optic lines to provide telecommunications services for some commercial customers. Under a new law (H.B. 1777), city governments no longer can require a franchise agreement for telecommunications companies that have been certified to do business by the Public Utilities Commission. TXU Communications is a certificated provider. In the future, these types of agreements will be governed by a right-of-way management ordinance. However, since this is a recent law change, the City does not currently have such an ordinance. A draft ordinance should be ready for Council by the end of the year. In the meantime, the City Attorneys have drafted an interim agreement that includes all of the provisions expected to be part of the final ordinance. Approval of this interim agreement would allow TXU Communications to begin installing fiber optic lines. It would be replaced by the right-of-way management ordinance when Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 5 of 17 approved. The interim agreement is virtually identical to ones approved by Haltom City and Kennedale and is based on an agreement used in Arlington. Under the agreement, TXU Communications would make quarterly payments to the city for use of public rights-of-way. The maximum rates established by the PUC are: residential $1.18 per month per line, commercial $2.70 per month per line, and point-to-point $4.11 per month per line. Robert Ewing, a former TXU executive now working as a consultant, plans to attend Tuesday's meeting to answer any questions you might have. In the meantime, please call James Kunke if you have questions about this interim agreement. Agenda Item No. 5J. Award of bid for Town Hall window treatments. Town Hall has approximately 150 windows with many on the south and west sides. The Finishes Committee has selected horizontal PVC wood-look blinds for the windows. The blinds will reduce glare and heat in the building thus improving its energy efficiency. Contact Charlie Thomas with questions regarding this item. Agenda Item No. 5K. Resolution No. 00-104, authorizing the purchase of certain rights-of-way for South Carroll Avenue and FM 1709 and Brumlow Avenue and SH 26 needed for implementation of the Traffic Management Bond Program (TMB). The TMB includes the reconstruction of the intersections of South Carroll Avenue at FM 1709 and Brumlow Avenue at SH 26. The preparation of the construction plans has proceeded to the point of identifying the necessary right-of-way needed for the reconstruction of these intersections. After authorization, HNTB Corporation will determine fair market value by establishing value ranges based upon comparable sales. HNTB will then pursue the acquisition of the right-of-way. As we get right-of-way needs identified on future TMB projects, we will bring those to the Council. Contact Charlie Thomas with questions on this item. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 , Page 6 of 17 Agenda Item No. 7A. Ordinance No. 480-349, 2' Reading, (ZA 00-056), Rezoning and Concept Plan for High Point, from "SF-IA" to "SF-20A", amended to request "SF-20A" and "SF-30." This is a 14.7-acre residential development proposal located on the west side of Shady Oaks across from Love Henry Court. It is bounded on the north and west by Southridge Lakes, a "SF-20A" residential development. All of the property is zoned "SF-IA." The north half is designated as medium density residential and the south half is designated as low density residential according to the Land Use Plan. The property owner is retaining approximately 3 acres to the south with an existing residence that will remain zoned "SF-1A." The original request brought before the Planning and Zoning Commission proposed all "SF-20A" zoning with 24 residential lots and 3 common areas having a density of 1.64 dwelling units per acre. On July 20, 2000, the Planning and Zoning Commission recommended denial (6-0). The general feeling of the Commission was that medium density development would have a negative impact on traffic on Shady Oaks and on Durham Elementary and that low density development would be more appropriate, serving as a buffer for low density properties to the south and east. Since appearing before the Commission, the applicant amended this request to propose "SF-20A" zoning on the north 11.9 acres of the site and "SF-30" on the south 2.8 acres with 21 residential lots having a density of 1.43 du/ac. Due to a denial by the Planning and Zoning Commission, this item will require an affirmative super- majority vote by the City Council in order to be approved. On Oct. 17, 2000, the City Council approved (7-0) on first reading to allow the amended request subject to Concept Plan Review Summary No. 4, dated Oct. 13, 2000, and subject to the following: • allow setback variances as follows: Lot 1, Block 1, 20' along Shady Oaks; Lots 10 & 11, Block 1, 15' along the east side adjacent to Edward Court; and Lot 2, Block 2, 30' along the west side adjacent to Edward Court; Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 7 of 17 • accept applicant's willingness to provide 4' sidewalk connecting Shady Oaks to Southridge Lakes through this development; • accept brick/wrought iron fence and 50' drainage landscape easement along Shady Oaks (not required by ordinance). Contact Bruce Payne with questions on this item. Agenda Item No. 7B. ZA00-093, Site Plan for St. Laurence Episcopal Church. This site is located at 519 N. Kimball Road being on the east side of North Kimball Avenue approximately 1,000' north of S.H. 114. It is 5.574 acres. The current zoning is "CS" Community Service District, and the land use category is Public/Semi-Public. This site plan is being brought forward due to the proposed improvements being adjacent to residential property. The majority of the improvements shown on the plan are existing and were part of a previously approved concept plan submitted prior to adoption of "Residential Adjacency Standards." The plan proposes the addition of classrooms, a choir room and additional chapel seating for area totaling approximately 3,200 square feet. The plan also proposes an additional parking area in the southeast corner of the property. Variances to driveway spacing and stacking were approved on the previous concept plan. However, the driveways are being reviewed as part of this application because staff has projected that the new construction will increase the driveway use by 20 percent or more. According to Ordinance No. 634 Section 4.0 (a), if this condition exists, existing driveways are not in conformance with this ordinance. The applicant has proposed closing the southernmost existing driveway and proposes relocating the existing center driveway to improve spacing with the existing north driveway (to remain) and an existing off-site driveway to the south. A variance is being requested for both spacing and stacking depth in an effort to preserve internal traffic flow due to existing drive lanes. The required spacing along an arterial street is 250 feet. The on-site driveway spacing is 228 feet Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 8 of 17 and the off-site driveway spacing is 161 feet. The required stacking depth is 75' and the existing stacking depth is 11 feet on the north driveway and 18 feet on the south driveway. A variance to articulation requirements is being requested for the east facade of the choir suite/classroom building. The applicant's justification is that design is in character with the existing structure and would not be visible from residential property to the east (due to existing tree coverage) or from the roadway. On Oct. 19, 2000, the Planning and Zoning Commission recommended approval (6-0) subject to Site Plan Review Summary No. 3, dated Oct. 13, 2000, approving the articulation variance in Item #1 and the driveway variances in Item #2. Contact Bruce Payne with questions on this item. Agenda Item No. 7C. Resolution No. 00-098, ZA 00-108, Specific Use Permit for the sale of alcoholic beverages for on-premise consumption. The property is located at 1244 Prospect Street, on the north side of Prospect Street approximately 250 feet east of North Carroll Avenue. It is a portion of Lot 1, Block 10, Southlake Town Square, Phase II. The applicant is Sandella's Caf6. The current zoning is "S-P-1" Detailed Site Plan District with "C-3" General Commercial District uses, including a U.S. Post Office and associated outside storage. The land use category is Mixed Use. There are no unresolved issues regarding this request. The proposed site meets the required distance separation from churches, public schools or public hospitals. On Oct. 19, 2000, the Planning and Zoning Commission recommended approval (6-0). Contact Bruce Payne with questions on this item. Agenda Item No. 7D. Resolution No. 00-099, ZA 00-113, Specific Use Permit for special events associated with the grand opening of the Civic Place building. The property is located on Civic Place directly north of Town Hall in Southlake Town Square, Phase I. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 9 of 17 The current zoning is "NR-PUD," Non-residential Planned Unit Development, to include "C-3" General Commercial District uses. The land use category is Mixed Use. On Oct. 19, 2000, the Planning and Zoning Commission recommended approval (6-0) for the event scheduled for Nov. 11, 2000, from 6:00 p.m. to 10:00 p.m. Contact Bruce Payne with questions regarding this item. Agenda Item No. 7E. Ordinance No. 762, 2' Reading, Amending the Code of Ordinances of the City of Southlake, Texas by adopting the 1997 Edition of the Uniform Fire Code, Volumes 1 and 2 and repealing Ordinance No. 572. The City of Southlake currently operates under the 1991 edition of the Uniform Fire Code. Staff continues to research the newly released 2000 international edition and recommends adopting the 1997 edition. The adoption of the 1997 edition also will align the fire code with the current 1997 building, mechanical and electrical code already adopted. Cities that have adopted the 97 UFC, including the requirement for residential sprinklers, include Allen, Keller, Plano, and Trophy Club/Westlake. Kitchen fires continue to be the worst threat to human life in the residential home. In addition, the sprinkler requirement would assist firefighting crews in extinguishing a fire prior to a "flash over" phase, which continues to be one of the greatest threats to firefighters' lives. Many cities have attempted to create a zero-square-foot requirement for residential sprinkling. Staff concurs with the intent, but finds that this requirement is not economically viable today. Currently, commercial buildings are held to a 6,000-square-foot requirement for purposes of sprinkling, and staff recommends the same for residences of this size or greater. Contact Chief Rick Black with questions on this item. Agenda Item No. 7F. Resolution No. 00-96, Amendment to the currently adopted Master Thoroughfare Plan, regarding the addition of a collector road between White Chapel Boulevard and Peytonville Avenue. On Oct. 19, 2000, the Planning and Zoning Commission recommended approval (6-0) for the amendment to the currently adopted Master Thoroughfare Plan to provide for a collector street between White Chapel Boulevard and North Peytonville Avenue. The road will be Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 10 of 17 64' in width and will accommodate a center turn lane. The language in the MTP will be amended to state the following: "The east-west collector road indicated on the Thoroughfare Plan map located between White Chapel Boulevard and North Peytonville Avenue and north of F.M. 1709 and south of S.H. 114 is intended to only show a general alignment. The precise alignment of this collector will ultimately be based on development conditions prior to construction." Amending the MTP to show a potential new thoroughfare accomplishes at least four important objectives: (1) It serves as an advanced notice to property developers and the Carroll ISD that there is a need to accommodate a new thoroughfare in their plans prior to the development of the property; (2) it serves as an advanced notice to surrounding property owners of possible changes to circulation patterns in the subject area; (3) it provides a basis for the City to have property owners dedicate or reserve necessary right-of-way for future construction; and (4) allows the possible future roadway 4, project to be funded through roadway impact fees, The ultimate alignment of the collector road will be a function of future development on individual parcels. It is staff's belief that until such time that formal submittal(s) are made on the subject properties (particularly on the C.I.S.D. property on Peytonville Avenue), not enough information is available for a work group or staff to determine an optimal alignment. Even though staff believes that it is premature to make a recommendation on the final alignment on this proposed collector road, it is our opinion that the collector road should be placed on the MTP map. Placing the collector road on the MTP map ensures that a basis is provided to require right-of-way dedication or reservation in the event that development plans are submitted. Over the past few months, staff has had many inquiries concerning the possible development of the Clow property. Also, the school is in the process of acquiring additional properties. If the Clow or C.I.S.D. properties submit a plat prior to a MTP amendment, the City might lose its ability to have the required right-of-way dedicated for this project. If a collector road is constructed, traffic circulation in and around the school properties will be greatly improved. Vehicles will have the ability to travel from one school site to another in a more Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 11 of 17 expedient manner. Traffic volumes and cut-through traffic in Coventry Manor will decrease due to the more efficient and accessible east/west connector for the residents of Southridge Lakes, Myers Meadows and Cross Timber Hills. The main issues associated with this amendment request is that some residents in the Cross Timber Hills subdivision believe that construction of a collector road will increase cut-through traffic in their neighborhood, and some residents in Southridge Ridge Lakes believe that the collector road will result in increased traffic on Peytonville Avenue. Staff has provided an argument in the memo against the collector road creating additional cut-through traffic in Cross Timber Hills. With the construction of the middle school, traffic will increase on Peytonville Avenue regardless of whether connector road is constructed or not. Current traffic counts along North Peytonville are very low and the roadway has the capacity to handle increased traffic. Contact Bruce Payne with questions on ,. this item. Agenda Item No. 8A. ZA00-101, Plat Revision of proposed Lots 7A & 713, J. J. Freshour No. 521 Addition. This property is situated on the north side of Johnson Road approximately 500' east of North Pearson Lane. The current zoning is "SF-113" Single Family Residential District. The land use category is Low Density Residential. The applicant proposes subdividing Lot 7 to create an additional buildable lot for a family member. The configuration of the property does not provide for adequate street frontage as required by the subdivision regulations, and the applicant is requesting a variance to this requirement. Access to the lot would be served by an ingress/egress easement, which has been filed of record in the Tarrant County Deed Records. The applicant also has been made aware of fire access and protection requirements and has stated intent to comply. On Oct. 19, 2000, the Planning and Zoning Commission recommended approval (6-0) subject to Plat Review Summary No. 2, dated Oct. 13, 2000, approving the variance to Item #1 (all lots shall abut a street). Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 12 of 17 This item does not require a public hearing. The applicant intends to be present during the Council's work session to answer any questions. If the Council has no issue with this item or Planning and Zoning Commission's recommendation, it could be moved to consent with approval being made subject to the Plat Review Summary dated Oct. 13, 2000, and the recommendation of the Planning and Zoning Commission. Contact Bruce Payne with questions regarding this item. Agenda item 8B. Resolution No. 00-100, Approving and authorizing publication of notice of intention to issue Tax & (Limited Pledge) Revenue Certificates of Obligation, Series 2000-C. This resolution is the first step in issuing certificates of obligation. The resolution establishes a maximum dollar amount for the certificates at $4,570,000. Once the Resolution is approved, the City may issue less than that amount, but may not exceed it. The proceeds from the bonds will be used for street and drainage improvements. If you have any questions related to this item, please call Sharen Elam. Agenda item 8C. Resolution No. 00-101, Approving and authorizing publication of notice of intention to issue Tax & WW and SS Surplus Revenue Certificates of Obligation, Series 2000-D. This resolution is the first step in issuing certificates of obligation. The resolution establishes a maximum dollar amount for the certificates at $8,165,000. Once the resolution is approved, the City may issue less than that amount, but may not exceed it. The proceeds from the bonds will be used for water and sewer capital improvement projects. If you have any questions related to this item, please call Sharen Elam. Agenda item 8D. Resolution No. 00-102, Approving and authorizing publication of notice of intention to issue Tax & Tax Increment Revenue Certificates of Obligation, Series 2000-E. This resolution is the first step in issuing certificates of obligation. The resolution establishes a maximum (W dollar amount for the certificates at $3,630,000. Once the resolution is approved, the City may issue less than that amount, but may not exceed it. The proceeds from the bonds will be used for Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 13 of 17 constructing and equipping the Town Hall building and other infrastructure improvements within the zone. If you have any questions related to this item, please call Sharen Elam. Agenda item 8E. Ordinance No. 795, ls` Reading, An ordinance authorizing the issuance of Tax & (Limited Pledge) Revenue Certificates of Obligation, Series 2000-C. The approved FY 2000-01 Capital Improvement Project budget consists of street and drainage improvements totaling $4,417,169. Approval of this ordinance will provide the funding for the projects. The certificates are issued by adoption of an ordinance, with the I't and 2"d readings scheduled for Nov. 7 and Dec. 5, respectively. A public hearing on issuing.the certificates is scheduled Dec. 5. The City is issuing certificates of obligation for capital improvement projects because the projects are more than the City can fund in one year from current revenues or other sources of funds. The debt will be repaid through the City's ad valorem tax rate. If you have any questions related to this item, please call „ Sharen Elam. Agenda item 8F. Ordinance No. 796, ls' Reading, An ordinance authorizing the issuance of Tax & WW and SS Surplus Revenue Certificates of Obligation, Series 2000-D. The approved FY 2000-01 Capital Improvement Project budget consists of water and sewer capital improvement projects totaling $7,934,586. Approval of this ordinance will provide the funding for the projects. The certificates are issued by adoption of an ordinance, with the 1" and 2"d readings scheduled for Nov. 7 and Dec. 5, respectively. A public hearing on issuing the certificates is scheduled Dec. 5. The City is issuing certificates of obligation for capital improvement projects because the projects are more than the City can fund in one year from current revenues or other sources of funds. The water and sewer neighborhood projects will be repaid through the City's Utility Fund, and projects that are part of the City's Impact Fee Study will be repaid through collected impact fees. If you have any questions related to this item, please call Sharen Elam. Agenda item 8G. Ordinance No. 797, 15` Reading, An ordinance authorizing the issuance of Tax & Tax Increment Revenue Certificates of Obligation, Series 2000-E. The approved FY 2000-01 Capital Improvement Project budget consists of TIF capital projects totaling $3,500,000. Approval Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 14 of 17 of this ordinance will provide the funding for the projects. The certificates are issued by adoption of an ordinance, with the V and 2°d readings scheduled for Nov. 7 and Dec. 5, respectively. A public hearing on issuing the certificates is scheduled Dec. 5. The debt will be issued with a dedicated pledge of accumulated tax increment reinvestment zone revenues, and a backup pledge of the City's property tax. If you have any questions related to this item, please call Sharen Elam. Agenda Item No. 10A. Authorize the Mayor to enter into a Scope of Services Agreement with Northeast Transportation Service (NETS) for 2001. This scope of services agreement is for FY 2000-01. As noted before, NETS has not increased its request from last year. The funding request is for $8,425, based on a rate of $0.50 per capita at 1997 NCTCOG population estimates (16,850 population). Ms. Brenda Cross, executive director of NETS, is expected to be at your work session to answer any questions you may have. You also may contact Kevin Hugman with any questions. Agenda Item No. 10B. Authorize the Mayor to enter into a Scope of Services Agreement with Metroport Meals on Wheels (MMOW) for 2001. This scope of services agreement would continue MMOW providing the Tuesday congregate luncheon at the Senior Activity Center, and the home- delivered meal services to Southlake residents. Its original request of$16,000 was not supported by the Senior Advisory Commission, and after meetings between MMOW staff and a sub-committee of seniors, a revised request of $10,000 was submitted. This request has been recommended for approval by the Senior Advisory Commission. Representatives of MMOW are expected to be at your work session. You may contact Kevin Hugman with any questions. Agenda Item No. IOC. Request for variance to Sign Ordinance No. 704-A, for Pieter Andries Jewelry, 2525 E. Southlake Boulevard. Pieter Andries Jewelry is currently under construction at 2525 E. Southlake Boulevard. The applicant is requesting a variance to the masonry requirements for a monument sign to allow the letters to extend above the masonry structure. The sign ordinance Le requires that the sign structure be built of the same masonry materials as the building, or of brick or stone, and that the text and graphic elements be located a minimum of six inches from the outer edges of the sign structure. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 15 of 17 The applicant notes that nearby signs at Dynamic Travel and Chic-Fil-A do not meet this code provision. In fact, Dynamic Travel uses only a masonry base because it was constructed prior to the current requirement and-is, therefore, legal non-conforming. The Chic-Fil-A sign is made using a masonry product (stucco) as was used on the building and is an example of using a creative design to comply with the ordinance. Staff is not familiar with the previous granting of any variances similar to that requested by this applicant. Contact Malcolm Jackson with questions regarding this item. Agenda Item No. 10D. Resolution No. 00-103, Authorizing the participation of the City of Southlake in the action styled the City of Denton, Texas vs. Texas Utilities Company and Lone Star Gas Company. As discussed at the last City Council meeting, the City of Denton filed suit in the 393`d District Court in Denton County against TXU for delinquent electric and gas franchise fees. The City of Denton requested their attorneys to notify all cities in Texas served by TXU of this pending litigation and provide cities the opportunity to participate. We have included in your packet correspondence received from TXU, Strasburger & Price, L.L.P. (City of Denton Attorneys) and our attorneys. Contact Sharen Elam with questions regarding this item. Agenda Item No. 10E. Authorize the City Manager to enter into an agreement with Incode for Municipal Court software, hardware and maintenance. The agreement with Incode is for the delivery, installation and maintenance of a Municipal Court Software package. In FY 1998-99 the City entered into an agreement with New World Systems Corporation (NWS) to purchase and install a citywide computer software system. Unfortunately, upon implementation of the municipal court module(s), it was discovered that the NWS product had an overwhelming number of critical flaws and errors that prevented it from being successfully installed. In order to correct these flaws and upgrade the product, New World Systems Le reported that it would require an additional (estimated) $177,950.00 above and beyond the original $50,000.00 purchase price. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 16 of 17 Therefore it was determined that in the best interest of the City, further research into a comprehensive court software product was necessary. Five municipal court software vendors were compared and Incode was determined to be the most comprehensive, up-to-date and affordable vendor. Approval of the Incode contract will not increase the budget for FY2000-01 and the total cost to the city would be $17,300.68 per fiscal year for the next five years which includes hardware, software and maintenance fees. Once the original hardware/software purchase contract is fulfilled (first five years); the cost to the city will lower to $6,439.00 per year, which is for hardware, software and maintenance. Agenda Item No. 11A. STARCenter-Potential Development in Southlake This item has been (W placed on your agenda to provide an opportunity to further discuss the possibilities of bringing a STARCenter to Southlake. If you have any questions, please contact me. OTHER ITEMS OF INTEREST Veteran's Day recognition. Council is invited to join me on Monday morning as the city holds a reception to recognize our 29 employees who are veterans of the United States Armed Forces. The reception will be 9-10 a.m. at the Bicentennial Park Community Center. Many of those employees also will attend Tuesday's meeting to be recognized with a proclamation. As a special treat, a group of Boy Scouts will present the flag and lead the Pledge of Allegiance at the start of the meeting. Also attached to my memo: • Response to HUD complaint submitted by Marylyn Miles. • Southlake's Public Eye - information prepared by PIO James Kunke • KUDOS • Southlake Volunteer Program report for September Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest City Council Meeting November 7, 2000 Page 17 of 17 • AMS • Calendar of Meetings / Events • "Inside Scoop" an employee newsletter prepared by James Kunke z4z, J BC Staff Extension Numbers: Black, Rick, Acting Director of Public Safety, ext. 735 Bradley, Valerie, Asst. to the Public Works Director, ext. 773 Campbell, Billy, City Manager, ext. 701 Eaglen, John, Assistant to the City Manager, ext. 806 Elam, Sharen, Finance Director, ext. 716 Farahnak, Pedram, Public Works Director, ext. 779 Hugman, Kevin, Director of Community Services, ext. 757 Jackson, Malcolm, Administrative Operations Coordinator, ext. 726 Kunke, James, Public Information Officer, ext. 819 Last, Greg, Director of Economic Development, ext. 750 LeGrand, Sandra, City Secretary, ext. 704 Payne, Bruce, Planning Director, ext. 767 Price, Marlin, Police Chief, ext. 732 Thomas, Charlie, City Engineer, ext. 814 Yelverton, Shana, Assistant City Manager, ext. 705 MAUJNG ADDRESS Taylor Olson Adkins Sralla Elam TF1 EMONE(817)332-2580 _ 3400 BANK ONE TOWER L.L.P. (800)318-3400 500 THROCKMORTON STREET FACSM=(817)3324740 CRTORTH,TExAs 76102-3821 Accorneys itCounselors RARY LOCATION ADDRESS DENTON OFFICE 500 WEST 71"STREET,Suite 700 '620 WEST HICKORY FORT WORTH,TEW 76102-4700 DENTON,TEW 76201 METRO(972)434-3834 FACsEwmLz(940)898-0118 WAYNE K.OLSON EXT. 210 wolsondtoase.com N October 27, 2000 NVia Certified MaNRRR#7000 0520 0018 7222 0136 Jamie K. Jamison Director, Southwest Hub U.S. Department of Housing and Urban Development Texas State Office 801 Cherry Street q P.O. Box 2905 Fort Worth, Texas 76113-2905 4 (w RE: Housing Discrimination Complaint Marylyn E. Miles v City of Southlake 4 1 HUD Case No. 06-00-1075-8 Dear Ms. Jamison: The above referenced complaint which was received by the City of Southlake on October 17, 2000 (Attachment A) has been forwarded to me for investigation and response. The City of Southlake takes exception to and categorically denies the statement of facts submitted by the complainant, Marylyn E. Miles, as set out on the Housing Discrimination Complaint form filed on September 15, 2000. Her statement asserts the following: 1. She owns a piece of property in the City of Southlake where she planned to build a home; 2. The City of Southlake is building a park on the land surrounding her property, and the land for the park was purchased from other property owners who were all white; 3. The City of Southlake never made an offer for her property and have closed the roads which provided access to her property because they do not want Akbw a street running through the park. W:1SouthlakelLETTERS1Jamison.wpd Jamie K. Jamison October 27, 2000 Page 2 These assertions form the basis of her complaint that she is being unlawfully discriminated against because of her race. I will address each of her complaints below. 1. The City has never denied the Complainant the right to build a home on her property. The first assertion really has no bearing on her complaint, other than to perhaps justify the filing a housing discrimination complaint. There is no existing house on the property, which is undeveloped. No plans have ever been presented to the City for the development a home. In fact, during the last five years, Ms. Miles has indicated to the City several different plans for her property. Ms. Miles and/or her representatives have told various members of the Southlake city staff that she has no plans to build a home on the property. She told the former City Manager that she wanted to use the property to build a private nature center, and that she intended to force the City to provide her roadway access in a specific location. On May 4, 2000 the City's parks and recreation staff was approached by real estate agents about obtaining an access easement to the property, stating that it was Ms. Miles intent to develop the property into one-acre homesites. Whatever her current plans are, Ms. Miles has not to date presented any development plans to the City of Southlake or made any applications for use of her property. 2. Park land was purchased by the City from property owners of varied race and ethnicity. In response to Ms. Miles second assertion, for several years the City of Southlake has been acquiring property in the general area where Ms. Miles' property is situated, for the purpose of building a new City park. We have purchased the properties due to their proximity to the U.S.Army Corps of Engineers property surrounding Grapevine Lake which has been designated by the Corps as a park, named Walnut Grove Park, currently an undeveloped park. The City has acquired property next to Walnut Grove Park, leased the property at Walnut Grove Park from the Corps and is in the process of developing all these properties as a larger public park. The Corps has many such arrangements across the County, and willingly entered into a lease agreement with the City for this purpose. Ms. Miles stated in her complaint that the land for the park was purchased by the City from other property owners who were all white. One of the major purchases made by the City involved approximately 610 lots within what was formerly known as the West Beach Addition. In addition, the City purchased other tracts from willing sellers in the area of the West Beach Addition and the Corps property. The various tracts acquired by the City were from property owners of varied race and ethnicity. W:1Southlake1LE17ERS\Jamison.wpd Jamie K. Jamison October 27, 2000 Page 3 3. The Complainant has consistently objected to the City acquiring her property for park purposes. In response to Ms. Miles third assertion, prior to November 19, 1996, the City of Southlake had discussed its desire to acquire a portion of Ms. Miles property. We indicated this desire on master plan maps of the then proposed park (now known as Bob Jones Park) by adding the notation "Future Acquisition" on the map, and by depicting a proposed road across the bottom of Ms. Miles 11 acre tract (Exhibit 1, Bob Jones Park Master Plan Map). By acquiring a portion of the property from Ms. Miles and other property owners in the area, the City could assure that the trail through the area would be outside of the floodplain. At that time, the exact amount of property needed from Ms. Miles was undetermined, but the plans indicated that the majority of her property would remain in her ownership. It was left undetermined as to whether or not she would have been willing to sell the property to the City, and if not, whether the City would be willing to condemn the property for public use. Almost all of the property acquired for the park was accomplished through voluntary sale by the owners, although some infill lots in the West Beach Addition had to be acquired through condemnation in order to avoid isolated islands of private property in the middle of Bob Jones Park. The City of Southlake acquired these properties through its legitimate exercise of police power and provided just compensation for taking the property. Although the initial iterations of the master plan showed the Miles tract as possible future acquisition, she consistently expressed her concerns during the master planning process about losing her property to the City and the City took no action to condemn her property. The process of master planning city park property is lengthy, and the Bob Jones Park master plan was no exception. In this specific instance, the process took approximately nine(9)months. The Park Board held over 20 public meetings on the topic. The first public meeting on the topic was held on April 8, 1996; the last meeting October 14, 1996. At the final Park Board meeting, Ms. Miles commented that she was opposed to a road being shown on her property and would not sell her property to the city as depicted on the master plan. (Exhibit 2, Park Board minutes). The Southlake Planning and Zoning Commission considered the master plan at its November 7, 1996 meeting. The City Council considered the master plan at its November 19, 1996 meeting. There were, simply stated, several opportunities for Ms. Miles to participate in the public hearing process. Ultimately, her property was not included on the map as future acquisition, at her . request. Following the City Council approval of the Bob Jones Park master plan, Ms. Miles apparently had some confusion as to whether or not her land was included on the plan, �w and about whether it would be looked at again in the future. In a letter dated December W:\Southlake\LETTERS\Jamison.wpd Jamie K. Jamison October 27, 2000 Page 4 4, 1996, Ms. Miles stated that she was asking that"...my land not be taken for a park since almost 1000 acres of my family's land has already been taken for a lake to provide drinking water...." (Exhibit 3). On December 17, 1996 Ms. Miles appeared before the City Council reiterating her concern that the Council not take her property for the park. (Exhibit 4, Transcription of December 17, 1998 City Council meeting). As shown in Exhibit 4, the Mayor and Ms. Miles appeared to agree that the property would not be a necessary tract for the park. Other city records, including a January 15, 1997 letter from then City Manager Curtis E. Hawk to Ms. Miles, confirm that the city was supportive of her request concerning the removal of the property from the Bob Jones Park master plan. (Exhibit 5). In fact, an item was placed on the January 21, 1997 City Council meeting agenda to clarify that the tract would not be needed for Bob Jones Park, and was unanimously approved by the City Council. (Exhibit 6, City Council minutes). Quite frankly, the City of Southlake was surprised to receive the current complaint from Ms. Miles that the City has never made an offer for her property, although it has purchased property from the other property owners in the area who were all white. On January 10, 1997, Ms. Miles filed a previous complaint of discrimination against the City of Southlake (Complaint/Case Number 06-97-0273-8), in which she stated ,, "1 am Black and own a piece of property in the City of Southlake on which I plan to build a home. The City of Southlake wants to take my property to extend a city park. My land does not adjoin the park. A White property owners land does adjoin the park. They are not taking the White owner's property. I believe I am being discriminated against because of my race, Black." (Exhibit 7, HUD Complaint). Apparently, from Ms. Miles' perspective, in 1996 the City was discriminating against her because it wanted to take her property, but not property owned by white property owners. . Today, she is filing a discrimination complaint against the City because it has purchased property from white property owners, but has not made an offer to purchase her property. Subsequent to the park master planning process and after the filing of her first discrimination.complaint, Ms. Miles continued to express her concern about the use of her land for park purposes. On February 4, 1998, Mrs. Miles sent a letter to the U.S. Army Corps of Engineers requesting that the Corps return to her grandmother's estate a portion (68.5 acres) of land the Corps was planning to lease to the City of Southlake for the park. (Exhibit 8). The Corps denied her request in a letter dated February 10, 1998 (Exhibit 9). Ms. Miles then sent a letter to the Southlake City Council requesting that Southlake voluntarily remove the property in question from the lease. (Exhibit 10, February 17, 1998 letter). The Council declined to do so and on February 17, 1998 the Council approved the lease agreement, including the 68.5 acres. (Exhibit 11, City Council minutes). Again, Ms. Miles actively resisted the use of her property, as well as adjacent property, for park W:\Southlake\LETTERSUamison.wpd Jamie K. Jamison October 27, 2000 Page 5 purposes.' Whetherthe City ever acquires Ms. Miles' property, eithervoluntary or involuntarily, remains to be seen. However,the public record clearly shows that she has resisted having the city acquire her property. Ms. Miles shifted the focus of her resistance to the city park project in early 1999 when she appeared before the Planning and Zoning Commission to comment on the plat revision for Bob Jones Park. At the March 4, 1999 Planning and Zoning Commission meeting, she cited access problems to her property. She asserted that the building of the park kept her from accessing her property using a route she had used for years through the West Beach Addition. She requested an easement across Bob Jones Park. During this meeting, then City Manager Curtis E. Hawk pointed out that the City would not favor granting an easement through the park, but would work with Ms. Miles on other access points. (Exhibit 13, Planning and Zoning Commission minutes). It is important to note that in her current complaint, Ms. Miles stated that the address to her property is 3939 Mud Hen Road, Southlake,Texas 76092. Mud Hen Road was one of several streets shown on the plat of the West Beach Addition, which was platted in „r Denton County in 1954. The streets in the West Beach Addition were never constructed as county or city streets and the county never accepted them as dedicated public streets. When the City first purchased lots in the West Beach Addition, Mud Hen Road did not exist and could only be reached by a four wheel drive vehicle. The City has since replatted the West Beach Addition in order to develop the property as a park, and formally vacated all of the nonexisting streets. Moreover, Marylyn Miles' property does not and never did abut Mud Hen Road. It has never had legal access across Mud Hen Road. (See Exhibit 14, Locational Map). While the City of Southlake has never expressed opposition to providing Ms. Miles access to her property, access through Bob Jones Park in the area she has requested would be unacceptable. Although Ms. Miles didn't purchase her property until 1984, her property has been landlocked since 1931. Legal access to her property would have legally been established at that time either to Bob Jones Road to the north or east, or to another access point to the south that may have existed in 1931. Since Ms. Miles' property was. not in common ownership with the West Beach property, there would be no legal access through West Beach. (Exhibit 14). Further, it is important to note that in anticipation of purchasing her property, Ms. Miles obtained an access easement from her aunt, Eugie ' It appears that Ms. Miles later offered to sell her property to the City, although no written documentation has been found to support this fact. However,during an appearance before the City Council on July 6, 1999, she stated that she was withdrawing her offer to sell her land. (Exhibit 12, City Council minutes). Again, she cited her plans to develop homes on this property and her need for access. W:\Southiake\LETTERS\Jamison.wpd 11 Jamie K. Jamison October 27, 2000 Page 6 14(W Thomas, that provided access toward east Bob Jones Road. There are numerous fact 14 questions still to be resolved to establish the location of Ms. Miles legal access to her property. However, there is no evidence to support her claim that she is entitled to legal access through the former West Beach Addition. Whatever fact issues may exist regarding access to Marylyn Miles'property,the City has not denied Ms. Miles any housing nor has it discriminated against her. Ms. Miles' assertions in the complaint do not substantiate a charge of discrimination under Title VIII of the Civil Rights Act of 1968, as amended by the Fair Housing Act of 1988. Therefore, the complaint should be dismissed. I hope the information provided will offer a quick resolution of this matter. Please let me know if you need additional information. Very truly yours, Wayne K. Olson WKO/wrt cc: Billy Campbell City Manager City of Southlake 1725 E. Southlake Blvd. Southlake, Texas 76092 Shana Yelverton ® Assistant City Manager ' ! City of Southlake 1725 E. Southlake Blvd. Southlake, Texas 76092 L W:lsouthlake\LETTERSUamison.wpd ` Jamie K. Jamison October 27, 2000 Page 7 Affirmation I declare under penalty of perjury that I have read this Answer (including attachments) and that It Is true and correct. any 14 AiL Shana K. Yelverton Assistant City Manager MAWD-FILESk MOWFFIRMATION.WPD U.S. Department of Housing and urban Development Texas State Office, Southwest Office of Fair Housing and Equal Opportunity 801 Cherry Street Post Office Box 2905 Fort Worth, Texas 76113-2905 October 5, 2000 Billy Campbell, city Manager City of Southlake 1721 E. Southlake Blvd. Southlake, Tx 76092 Dear Respondent: Subject: Housing Discrimination Complaint Marylyn E Miles v City of Southlake Tx HUD Case No.06 00-1075-8 we have received a formal complaint alleging that you have engaged in one or more discriminatory housing practices under the Federal Fair Housing Law, 92 U.S.C. Sections 3601-3619. We are required by statute to fiend you a copy of Cho complaint. We are enclosing a copy of the complaint for you. The alleged discriminatory practices are identified in this complaint. we have made no determination as to whether the complaint against you has merit. The purpose of this letter is to inform you of: 1) the rights you have in responding to this complaint, 2) the right, each complainant has, and 3) the steps the U.S. Department of Housing and Urban Development (the Department) will take to aetecmi.ne whether the complaint has merit. In order to insure chat the Department informs you properly of the law s requirements, this notification letter contains language required by the law. A simi.l.ar letter is used to notify all parties whenever a formal complaint has been filed with the Department under the Federal Fair Housing Law. we are governed by federal law which sets out what steps we must take when a formal complaint is filed. The law also includes steps which you can take to answer or refute the allegations of this complaint. Under federal law, any answer from you to this complaint can be filed within 10 c;aleridar.• days or your receipt: of this letter or receipt of a letter notifying you of any amendments to this complaint. Your answer must be signed and you must affirm rthat you have given a truthful response by including the statement ,I declare under pcanalry of perjury that 1 have read this complaint. ( including arty attachments) and that it is true and correct. " You will be allowed to amend your statement at any time, if our investigation shows that it is reasonable and fair for you to do so. Our responsibility under the law is to undertake an impartial investigation and, at the same time, encourage all sides to reach an agreement, where appropriate, through conciliation. The law requires us to complete our investigation within 100 days of the date of the official filing of the complaint. If we are unable to meet the 100-day requirement for issuing a determination, the law requires that we notify you and the complainants) and explain the reasons why the investigation of the complaint is not completed. In handling this complaint, we will conduct an impartial investigation of all claims that the Fair Housing Act has been violated. If the investigation indicates that there is not evidence establishing jurisdiction, the case will be dismissed. At any point, you can request that. our staff assist you in conciliating (or settling) this complaint with the complainant(s) . If the case is not resolved, we will complete our investigation and decide whether or not the evidence indicates that there has been a fair housing violation. Tf the parties involved have not reached an agreement to settle the complaint, the Department will issue a determination as to whether there is reasonable cause to believe a discriminatory housing practice has occurred. . If our investigation indicates that there is reasonable cause to believe that n unlawful discriminatory housing practice has occurred, the Department must issue a ,,large. If the investigation indicates that there is no reasonable cause to believe that discrimination has occurred, the complaint will be dismissed. In either event, you will be notified in writing. if the determination is one of reasonable cause, the notification will advise you and the complainant (s) of your rights to choose, within 20 days, whether you wish to have the case heard by an Administrative Law Judge, or to have the matter referred 'T1 for trial in the appropriate U.S. District Court. Each complainant has the legal right to file such a suit, even if the complaint formed the basis for a charge, as long as an Administrative Law .fudge has not started a hearing on the record with respect to the charge. Under federal law, even if the Department dismisses the complaint, each complainant still has the right to file an individual lawsuit under the Fair Housing Law in an appropriate federal, state or local court within twq years of the date of the alleged discriminatory practice or of the date when a conciliation agreement has been violated. The law does not count, as �. part of Lhe two-year period, any of the time when a proceeding is pending with the Department. There may be other applicable federal, state or local statutes under which you and/or the complainant(s) may initiate court action. You may consult a private attorney in this regard. 06-00-1075-8 L The law also requires us to notify you that section 818 of the Fair Housing Act makes it unlawful for you, or anyone acting on your behalf, to coerce, intimidate, threaten, or interfere with any person in the exercise or enjoyment of, any right granted or protected under the Federal Fair Housing Law. The law also makes it illegal for anyone to coerce, threaten or interfere with any person for having aided or encouraged any other person in the exercise or enjoyment of, any right or protection granted to them under the Federal Fair Housing Law. Some explanatory material on the law is enclosed for your information. If you have any questions regarding this case, please contact our office at (817) 978-5862. Please refer to the case number at the top of this letter in those contacts, and keep this office advised of any change of your address or telephone number. We hope this information has been helpful to you. Sincerely, Jamie K. Jamison(W . Date Director Southwest Hub Enclosures 06-00-10,15-8 (W September 1.5, 2000 HOUSING DISCRIMINATION COMPLAINT CASE NUMBER: 06-00-•1075-X I. Complainants Marylyn E Miles 1801 N. Hampton Rd. , #260 DeSoto, TX blIS 2. other Aggrieved Persons None. �I 3. The following is alleged to have occurred or is about to occur: Discriminatory terms, conditions, privileges, or services and (W facilities. Otherwise deny or make housing available. 4. The alleged violation occurred because of: Race. S. Address and location of the property in question (or if no property is involved, the city and state where the discrimination occurred) : 3939 Mud Hen Road southlake, TX 76092 6. Respondent(s) Billy Campbell, City Manager City of 5ourhiake 1721 E. Southlaka Blvd. Southlake, TX 76092 7. The following is a brief and concise statement of the facts (hW regarding the alleged violation: I am an -African American female. I own a pi Fre of property in the ,► City of Southlake where I planned to build a home. The City of. . . Southlake is building a park on the land surrounding my property. The land for the park was purchased from the other property owners who were all White. The City of Southlake never made an offer for i my property. Now, they have closed the roads which provided access to my property because they do not want a street running through the park. I believe I am being discriminated against because of my race. 8. The most recent date on which the alleged discrimination occurred: August 3, 2000. Types of Federal Funds identified: None. 10. The acts alleged in this complaint, if proven, may constitute a violation of the following: Sections 804b or f and 804a of Title VIII of the Civil Rights Act of 1968 as amended by the Fair Housing Act of 1988. (W Please sign and date this form: I declare under penalty of perjury that I have read this complaint (including any. attachments) and that it is true and correct. Marylyn E Miles (Date) N O T E : HUD WILL FURNISH A COPY OF THIS COMPLAINT TO THE PERSON OR ORGANIZATION AGAINST WHOM IT IS FILED. Z7 u. City of Southlake,Texas BOB JONES PARK MASTER PLAN MAP B1 Marilyn Miles tract as "future acquisition" V► SOC{CE RHELDS O O 11Y� FUTURE'* ,. �;8, d� -LAND ACE BUFFER ' 1 6FR�..:....K�....sr—�- r L••_� I ! POND 7RAI � ��•1 , C E ' , _....., _►_...-�- dal � � � J -T'rac+ --= ARK K. y. - Ali T SO IE USi ;`�► '�\ - ( ' 14/ . •� _ �� �Q [4) .II )rl US �. 1 � 4 Lam' U[URE AC SITI C �' t CENYER - I tNGINC 1 ? ,' -v :ti ;�Wl111ilEATRE %,,� 4j �✓ i DS 1 tanu1 I�►as..m• e �f aas ARKIIS IV ��'� Y i• �. e:s� ` � Y�Smti t• PRAIRIE r{ .V •• ' hh ,, all EQU[S[TMAff E AREA •r JLANDSMATI I. lREA �IRP E AMEN I \ `�—•.� } �� l� : ! r X - WOODS EXHIBIT u u City of Southlake,Texas Lenora Schoultz, 4721 White Chapel - She opposed the plan to light the parking lot at the end of White Chapel. (The Board addressed her concerns in the motion.) Marilyn Miles, 5609 Hensley Drive,Fort Worth-She is related to the park's namesake Bob Jones. She owns land near Bob Jones Park that is land locked. She is petitioning Commissioner's Court in November for road access through the park to get to her land. She was opposed to the road shown on her property and will not sell her property to the City as depicted on the master plan. She stated that she is filling two buses to attend the January 23,Texas Parks and Wildlife Commission Meeting to protest the grant application for this park. (The Board addresses her concern about the road in their motion.) Bill Sawchuk,PO Box 1895 - Spoke in opposition to the master plan. He did not want to see an P PP P Y development of roads or facilities in the Corps of Engineer's Walnut Grove Park area. Richard Anderson,4552 N.White Chapel-Spoke in favor of the master plan,except he did not want any lighting or paving at the parking lot at the end of North White Chapel. Chairman Johnson closed the public hearing. (W Motion was made to approve the revisions to the Bob Jones Park Master Plan adding buffers to the North White Chapel parking lot,building all buffers first, ensuring that any lights on parking lots be low density/high cut off,that the fishing pier return to the plan,that the three tracts designated as acquisitions not be obtained by eminent domain,that the road on the Miles' property be moved further south and not be on her property,and that the Board will have liaisons and citizens working with the Board in the design and construction of all phases of the park construction and management. Motion: Jones Second: Kendall Ayes: Kendall,Hamilton, Goldstein,R. Johnson,Berman,Jones,Beyer, Scratchard Nays: none Approved: 8-0 Chairman Johnson noted that Vicki Johnson was not able to attend the meeting but that she had asked that her support for the revised master plan be noted. Cara White, SPIN#1 representative, thanked the entire Board, especially the Bob Jones liaisons, Sherry Berman and Ronnie Kendall. She stated that she was very excited about the park and thought it was going to be beautiful. She also want the Soccer Association to know the SPIN #1 would provide the gatorade for opening day of the new soccer fields. (1W) Parks and Recreation Board Meeting on October 14, 1996 w EXHIBIT 3 of 7 Y D r,. ti rkawl 5609 Hensley Drive Fort Worth Tx, 76134 Fax 817-293 3905 817-293-4219 December 4, 1996 817-377-7245 ' Honorable Mayor Stacy and City Council Members 1725 E. Soutblake Blvd. South Lake, TX 76092 RE: Land near Bob Jones Park Dear Mayor Stacy and Council Members: Please place my property on the City Couixg agenda so that it can be considered to be exempt from being taken by emanate domain by the City of South bake for a park Please do this as soon as possible since the Texas Department of Parks and Wildlife will consider funding for Bob Jones Park January 23, 1997, and I would hope that this matter would not be an issue. As you may know my property is included in the Master Plan for Bob Jones (W Park. At a October, 1996,Parks and Planning meeting, the p dt p Board voted to nil to the zoning board that a road would not be placed through the property and that the above dc=*bed praperty would not be taken by emanate domain as long as the owner did not want to sell it and as long as the owner could be located. The City Council voted not to put a road through Marilyn Tucker's property, and I am asking for the same considered and that my land not be taking for a park since almost loon acres of my family's land has already been taken for a lake to provide drinking water and has not been used for that purpose to any great extent. Thank you in advance ' for your time,and consideration. Please notify me of the date at 5609 Hensley Drive,Fort Worth,TX 761349 P. S. I have been told by the city manager that no property was taken by force for the park,but this is not what land owners whose property was purchased said about the matter. Some of what was done to them by the city has.started to hMmri"to me to prevent me from attending zoning and council meetings. Sincerely, aw 21 aj+e. P EXHIBIT 3 + K .. .•.'."•' •'e . _ •--rye r_ _ _-- .�-+•'" "f. �• 1.�� � i ... I Ems+ ? rK 4 ►-, OM I�7 �7 jp NA Fc E A. � � �to� � •.� t Z c:trus,c-v , i 'i 8 �• D DO u N,TT- P'40'' ie Co v VTY G f �k.. Lj OUR z _:::. _ `Midi 'C•Cwrri��d .'.n.ihr % a Q O � Efle rj'd3e♦ ':s--�:•ter. - .. .. .._. ._. _ - -- -_ - ._ .I. S.W..4APr --U.w.0 y►v_E,R-5- 950 a�oc � V � � { � �.CH►VFi: a � � 4 • Transcription of a portion of Agenda Item A, Public Forum, 12/17/96 Council Meeting. Transcription was taken exactly as heard from recording — no grammar or modifications have been made. Mayor: Okay, Marylyn Miles. Miles: Good evening Mayor Stacy and the Council. I'm speaking to you tonight in reference to Bob Jones Park. As you know I wrote a letter and asked to be put on the agenda and I received a call from the City Secretary, asking that I speak to you at the Public Forum. We have been discussing Bob Jones Park for quite some while. And, we've gone through it with our different SPIN representatives and the }' community members. And, at the last Council meeting you voted not to put the road through the property. When the Park and Planning Board met on this particular item, they voted and passed a resolution or a motion that they would withdraw my land from the park and that it would not be taken by eminent domain. Ah, this, as far as I can tell from reading the minutes of the City Council meeting, was not presented to the City Council and I have prepared some handouts for you which I would like to give you at this time. If you will look at the map you will see that I have shaded some particular areas in and I'll wait to go into a discussion of it until each of you have received a copy r of it. We have acquired property along Bob Jones Road and White Chapel for Bob Jones Park. That land — you might call that a tear drop that I have there or you (W might call it a baseball and baseball bat to identify the Park. Then in yellow I have the property that belongs to me and you can see that at one time all this property joined. And so I had a lot of property at one time because it went entirely across i the lake in one continuous section. ' But now I'm left with two small parcels of property. The little green dots represents the land that is owned by Marilyn Tucker and the "C" represents some land that belongs to a cousin of mine by the name of Carl Fretwell. The black heavy mark represents the property that is on the master plan for Bob Jones Park. And I am asking that you not take that land, ah, for Bob Jones Park. This week I talked with, ah, the Park Director, ah, Mrs. McAdams and she informed me that the land was still considered as a part of the land to be taken for the park. And I don't know how they're going to get to it — I don't know why they want to take my lake frontage and put it into a park. And they're skipping over—you have to go across Marilyn Tucker and skip that. And, they're not taking all of my property, they're just taking that little strip down there that, ah,joins or is adjacent to the lake. And, to me it doesn't make sense. And I am asking you to take that out of the Master Plan because I want to be supportive of the Park. I really don't want to go to Austin January 23. I don't want to have to unite with different groups in Dallas and Fort Worth and take them down there with me. I'd rather spend my time, ah, like I did yesterday, over at Carroll High 1 EXHIBIT a L/ School doing something positive rather than doing something that, ah, that would be negative on the image of, of, our great city. We have a lot to be proud of. Every time you open the newspaper there is a new development coming this way. We don't want to be a center of controversy -- we all want to be positive and productive. And, so I'm asking your support so that I can be a good citizen in Southlake and not somebody that has to do anything negative that would distract from our positive public image. Mayor: Thank you Ms. Miles. Y Miles: Thank you. Mayor: Just for my information, did you say that at one time you owned the property that i connected those two yellow dots? Miles: All, all of this property was connected before the lake was there. Mayor: I understand, but, I thought you said you owned it. Miles: I own two places that are yellow now. Mayor: Ok. But you didn't own before the lake was there. Miles: Yes I did -- it belonged to Bob Jones. s_ Mayor: Ok. I'm, I'm just trying to figure it out. Miles: All of this was one huge piece of property. Mayor: I understand that. Ok. Thank you. Miles: You're welcome. Mayor: I don't, I don't see how, I mean I don't see that we need that little skinny piece either, but that's ah, I mean the part she's got marked there, but that's fine. Uh hum. Thank you Ms. Miles I assume we will be trying to get back in touch with you -- now is this 999 Bob Jones Road, is that your address? Miles: Ah, that's the property address; that's not my mailing address. Mayor: I think we need that for the record if you would tell us where you live. Miles: Ok. 5609 Hensley, Fort Worth, 76134. I'm in contact with the City Secretary on 1 2 a regular basis. But, we've been working on this all through the summer and we haven't been able to get anything done and it's getting to a critical point because this come up before Park and Wildlife for a vote on us getting the$500,000 for the State of Texas. And as you know, ah, in the grant we projected that $1,000,000 would be spent. At the last City Council meeting it was projected $3,000,000 and that these funds are funds that every city in the State would like to have. And we've been applying for these same funds for six years and we've been turned down. So we need everything positive because $500,000 won't build a whole park, but it sure will help. Mayor: Surely. Miles: So I world appreciate you helping me to help all of us have a beautiful park. Thank ycs. . Mayor: Ok. Thar..k you. i f' - end - ,.., x. ry: 3 4. It e`' IE • _dU tf i 7 cool �1.2Qoo+•` r 4�, fv S. ii r t 1yv t 11 is - � _.R � �'. -- -..v__r_....,. .. _ .. .. � 30• ,� � •' z ;1!- do. j We L Al- L:' ID)>Do lu 7 1 •h c t• -f .. F.. to Ct.�rr` - •- ------1- ...yea - -+� ` X. -4 a ,a - ' ��' � Efle K./Se• �t. it/C• •L �{► Cam•. s� ,1•, • a F. - ' t`, � ,y: CITY QF SO ! I hereby certify that his is an-e� dltpU to of an or_9 al documgttt•, ExWbit W. ! is LeGrand K}i , -City Secretarl � . r Data City of Southlake I • • i Administrative Offices Mayor. January 15, 1997 Rick Stacy ayvr ProTem: .Ralph Evans �Iputy Mayor Pro Tom: his. v1 Miles :melaA.Muller Marylyn 5609 Hensley Dr. _ C0t"` S1ef�' Ft. Worth, Texas 76134 ;yne Moffat Wry Fa iCIA.Hawrris ks Dear Ms. Miles: Scott F.Martin my Manager. Following your presentation to the City Council on December 17, 1996, I directed Curtis E.Hawk staff to look at your request concerning removal of your property from the Bob Nsistant City Manager. Jones Park Master Plan. After further review of the plan concerning the points you anaK.Yelverton raised to City Council, it is staffs opinion that your request could be granted CitySecre without adversely affecting the quality of the Park. It is my intent to place this item d rand on the agenda for the January 21, 1997, City Council.-meeting to be acted upon by the City Council. I believe the City Council will be supportive of your request. Please feel free to attend this meeting if you so desire. We will send a copy of the agenda as soon as we compile it. Normally, agendas are ready for distribution late Friday before City Council meeting days on Tuesdays. Thank you for your patience with us on this issue. If you have an u y y questions, please feel free to call. Sincerely, - C1TY. OF SOUTHLAUR11 I heroby ge-.Wy that this is as eaaot du cafe cE as on ' d^ eaL &Cur�tis_E. w City Manager CEH/kb L:.aGraad.city Secretary 7 Date 7 cc: Shana Yelverton, Assistant City Manaizer J WP-FILM-SCT-HACC)ItL-cS-.%LLTA EXHIBIT 1725 East Soutrilake 131vd. • Southlake, Texas 76092 (817) 481-5581 • FAX (817) 488-6796 City Council Meeting,JanuaLy 21, 1997 Minutes • � Page 3 5-C. Authorize the Mayor to execut e to a Change Order#2 with Barson Utilities Water System Improvements - 1996 for an additional 8" water line along North White Chapel Blvd. From E. Bob Jones Road north for a distance of 888 linear feet. 5•-D. Award of bid for a backhoe loader for the Water Utilities to Future Equipment Company. 5-E. Authorize the Mayor to enter into a Facilities Utilization Agreement between the City of Southlake and the Southlake Girl's Softball Association. x 5-F. Authorize the mayor to enter into a Facilities Utilization Agreement between the City of Southlake and the Southlake Baseball Association. 5-G. Authorize the mayor to enter into a Facilities Utilization Agreement between the City of Southlake and the Grapevine/Southlake Soccer Association. 5-H. Resolution No. 97-05, a resolution adopting the City of Southlake Flexible Employee Benefit Plan, Dependent Care Assistance Plan, and Medical Care Reimbursement Plan. 5-I. Resolution No. 97-06, a resolution approving and authorizing publication of notice of intention to issue certificates of obligations. 5-J. Approval of James Bryan Corbin as a Firefighter Reserve Officer. 7-D. Resolution No. 96-51 (ZA 96-71), Specific Use Permit for outside storage from Great Outdoor Landscape. 10-A. Commercial Developer Agreement with Liberty Bank at 2438 E. Southlake Blvd., (F.M. 1709) on the north side of Southlake Blvd., approximately 280' east of Bluebonnet Drive. 10-B. Clarify the map of Bob Jones Park Master Plan relating to future land acquisition and roadway on property of Marylyn Miles and Marilyn Tucker. Motion was made to approve items #5-A, #5-C, #5-D, #5-G, #5-H, #5-I, #5-J, #10-A; remove item#5-B from consent; table items #5E, #5F and#7D to the February 4 regular meeting; and, clarify item#10-B that Marylyn Miles' property was never a part of the Bob Jones Master Plan and removal of the road was in reference to the road farther north on Marilyn Tucker's property not the south road. Motion: Harris Second: Muller Ayes: Evans, Fawks, Harris, Moffat, Muller, Stacy Nays: None Approved: 6-0 EXHIBIT 9 �0u09mrQ.~ U.S. Department of Housing and Urban Development Texas State Office, Southwest * ,r Office of Fair Housing and Equal Opportunity moo` fill �aWi 1600 Throckmortoa Street 44.4Qrs'd 9' Post Office Box 2905 Fort Worth, Texas 76113-2905 January 13, 1997 COMPLAINANT: City of South Lake Marylyn E Milesv. c/o Curtis Hawk, City mg RESPONDENT: 1725 E. South Lake City of South Lake South Lake, TX 76092 Subject: Complaint/Case Number 06-97-0273-8 �!1 Dear Respondent: The subject housing discrimination complaint was filed on January 10, 1997 pursuant to the Fair Housing Act (the Act) , 42 U.S.C. 3600-3620 and has been accepted for processing. Enclosed is a copy of the complaint. Please retain it for your records. All correspondence and information requests about this complaint must reference the complaint number. While this complaint is pending, you will have the opportunity to- resolve it through conciliation or settlement. In addition to the administrative complaint process, the complainant may, pursuant to Section 813 of the Act, commence a civil action in an appropriate Federal district or state court, as long as an Administrative Law Judge has not begun a hearing on this matter. Such civil action must be commenced no later than two years after the occurrence or termination of an alleged discriminatory housing practice, irrespective of whether a complaint has been filed with this Department. The two year period does not include the time the complaint is pending before this Department. However, once a trial begins, the Department will cease its administrative processing of the complaint. Pursuant to Section 810 (f) of the Act, this complaint will be processed by: Texas Comm on Human Rights William M Hale, Exec Dir PO Box 13493 Austin, TX 78711 (512) 437-3450 EXHIBIT 7 2 During the administrative processing of this complaint, you are responsible for keeping this agency informed of any change in address . Failure to do so may be viewed as failure to cooperate in the investigation. Unless otherwise notified, the aforementioned agency will be responsible for all processing action on this complaint. Therefore, all correspondence or inquiries regarding this matter should be directed to that agency. Please be advised that retaliation against any person for participation in the enforcement of the Act is a discriminatory housing practice prohibited under Section 818 of the Act. Your cooperation in this matter is appreciated. Sincerely, r +I Gregory Bernard Ring, Director Fair Sousing Enforcement Center, Southwest Area 1600 Throckmorton, PO Box 2905 Fort Worth, TX 76113-2905 (817) 885-5521 or (800) 669-9777 Enclosure Noising Discrimination U.S. Department of Housing n la i n t and Urban Dsysiopmsrtt r- Office of Fair Housing se tYPO or Print this form-Don't write in the shaded area and Equal Opportunity OMB Approval No. 2529-0011 (exp.09/30,96 e oarting n for this collection of information ie estimated to average 1.0 bars Per response. ding the time for reviewing Fetructlons.seat"e>ast� 1 'ureee. g.tfnering and maintaining the data needed. and completing and reviewng the e - c ion of information. Send comments regarding this burden g --peel of this Collaction of information. Inckldktg suggestions for reducing tftis burden. to the Reports Management Officer, Off cs of Infortnadm wd enor d J.S. Department of Housing and Urban Dwebpmartt.Washington. D.C..20410.36M and to the office of Management and Budget,Paperwork Redueelon Washington.D.C. 206M.Do not send this Completed form to aidter of these addresses. �oikt w. ad this}arm and the instructions on rswrse carefully before completing. AN questions should be answered. However.if you do not know the-ns -ion t applicable.leave the Question unanswered and fill out as much of the formes you Can. Your Complaint should be signed end dated.Where more wer or if d o organization in filing the same complaint. and ell information is the same. each additional individual or than one s complaint form and attach it to the on organization should eomplets boxes 1 and 7 of a Bind}arm. Complaints may be presented in person or mailed to the Aegiond Office covering the State where the complaint sees list an back of fumU,and local HUD Feld Office.or to the Office of Fair Housing and Equal Opportunity,U.S.Department of HUO,Washington,D.C. 20410 section is for MUD area only. (cheek applicable bons: .Jurisdiackm: Signature of HUD personnel who established JurisdtetFon: 3'( 0 Referral and Agency(specify) g Yes No r+ -Additional Info Y)1"2 V ! ❑Systemic �jMilitary Referral of agoneved parson or organization(last name,first name,middle initial) (Mr.Mrs. Was.Ms.) Home Phone; s Phone Maryleyn E. (817) 293-4219 Buaimea ddress[city.county.State Jut zip cods) Hensley Dr., Fort Worth, Tarrant Co., TX 76134 ainat whom is this complaint being filed7 Name Mast name. t name.middle irw") Curtis Phone N) 481-5581o.: (81 ddrws(city.cowry.State A zip code) 7 E. Southlaks, Southlake, Tarrant Co., TX 76092 the applicable box or boxes which describels)the party named above. elder ❑ Owner ❑ Broker ❑ Salesperson ❑ Supt.or Manager Bank or Other Lander Other ❑ I� City Manager &mod an individual above whG appeared to be acting for aI company in this case.mark this box and write the name and address of the company in this space: ki y of Southlake (Sammeeas above id identify others 1if any)you believe violated the law in (this case. I lid the parson you an complaining against do? Cheek all that sooty and give the mast recent data these act(s)occurred in block No.8a below. Ynt, sell,or deal with Falsely deny housing was available Engage in blockbust)ng Discriminate in broker's services 113crim a in the conditions or ❑Advertise in a descriminatory way ID Discriminate in financing ❑Intimidated, interfered,or coerced you tarts of sale, rental occupancy, fit of the (Ir services or facilities. to keep you from the full beneFederal Fair Housing Law lexplain) s you believe that you were discriminated against because of your race,color,religion,sex,handicap,the presence of children under 18.or a pregnant female in the y or your national origin? Check all that apply: -e or Color i❑Religion Sex Handicap ED Familial Status National Origin _;lack (specify) Male Physical Presence of children under 18 in the family []Hispanic I idian or ❑Other White Y y�lask or (specify) ther Female �Mental ❑��i�ic r Naauve n � ❑Pregnant female nder art kind of house or Property Did the owner live there? Is the house or What is the address of the house or property? (street, is involved? Property: city.county,State fk zip code) te-family house 1E] Yes ® Being SoW? Abstract 1003, Tract 5, RD Price use or building for 2,3,or 4 families ® No ❑ Being rented? * Survey building for 5 families or more Unknown indudina vacant land hold for ' f ntil use(explain) srize in your own words what happened. Use this space for a brief and concise statement of the facts. Additional details may be submitted on an attachment. O will furnish a Copy of the complaint to the person or organization against whom the complaint is made. Q Black and own a piece of property in the CitV of Southlake ich Z plan to build a home. The City of Southlake wants ke my property to extend a city park. My land does not n the park A White property owners land does adjoin the eveTleam beingtdiscraatedhagainstebecausepof my. race, Bs..Whan did the act(s)checked in Item 3 occur? finah+de the most rscam due if asvete date*we imwlvedl 12/17/96 re under penalty of perjury that I have read this complaint Signature J1 Oete ":+ding any attachments)and that it is true and correct. us edition, dated, 11/32, may not be used. form HUD-903 (1/93) itlons may be used until stock is exhausted. ref. Handbook 8020.1 9117,mr-ma 40. 076i op,�j ' Me KA A&M M�� T.- firof T � 66ee Jones FrAws 11 3 To. P'��3. y�0 maid 3 M Cb;eP.fRedE�,,r�l.(� « � 8 9 Toy%o A �" old ROSPAR-03� 1 Fo�tW.rh� 7J' 76117 � 49P-d7roi g � lod/jpo r-46 x � ge R f 'rsr I C, ex cess of 'Re/snl neee� AUG 00;01 jt Am �c nmL 'Y � F _ rGo-G`.-i��v li•JJ LrIW flfV1 Qj( JJL Y(Y'U r•W/,J,,,) f ADMS0Nfbmv/ 329 4os-a4a February 10, 3.998 Heal Estate Division SMMCT_ proposed Lease No. MrWd3-1-98-0553, city or southlake, Grapevine Lake, Texas Ms. Marylyn I4iles 5609 Hensley Drive , Fort Worth, Texas 76134 Dear Xs. Miles: Thank you for yoUlr letter of February 4, 1998, expressing your concern over a proposed park and recreation lease agreement between the United States and the City of Southlake. Texas• b portion of the land to be leased for the park wag acquired from your grandmother, Alice Jones Fretwell, in 1954. YOU have requested that the land be returned to the estate of your grandmotties. review of the real estate files indicates that the property in question is located in tract C-236. The reeorda contain no requirement that the land be used as a Federal park or that it be I L returned to the former em me r in the instance of the referenced lease. The 1954 Flood Control Act and other legislation give the secretary of the Army authority to grant leases of this type for these project lands. The V. s. aM Carps of Engineers is using this land as specified by the Secretary of the Army and the v. s. congress. Therefore your request to have the Pederal land returned to the estate of your grWAMOfther is denied. Please direct any other Veetions to Mr. Rich Adamson at (017) 978-2329 or to Mr. CharleS Burger at (817) 481--4541. Sincerely, Hyla J. Head Chief, Real Estate Division c w Furnished: CMSWF-OD CESW T-OD--GR J TOTAL P.83 rt�-za-1y`�6 11:53 LkJ FIRM 81 r s a•raa h'. 3 -- ADAMSON/bmv/2329 February 10, 1998 405-80a Real. Estate Division SMMCT: Proposed Lease No. DACW63-1-98-0553, City of southlake, Grapevine Lake, Texas Ms. Narylyn miles - 5609 Ansley Drive Port Worth, Texas 76134 Dear Ms. Miles: Thank you for your letter of Yebzvary 4, 3.99a, expressing your concern over a propostd park and recreation lease agreement between the United States and the City of Southlake, Texas. b -portion of the land to be leased for the park was acquired from your grandmother, Alice Jones Fretwell, in 1954, You have requested that the land be returned to tha estate of your grandmother. , A review of the real estate files indicates that the property in question is located in tract C-236. The records contain no regairement that the land be used as a Federal park or that it be returned to the former owner in the instance of the referenced lease. Thu 1254 Flood Control Act and other legislation give the Secretary of the Army authority to grant leases of this typo for these project lands. The U. S. &M Corps of Enginsers is using this land as specified by the Secretary of the Aray and the U, S. congress. Theret=* your request to have the Pederal land returned to the estate of your grandmother is dewed. Please direct any other gvAAtians to Mr. Rich Adamson at (017) 978-2329 or to Mr. Charles Burger at (817) 481-4541. Sincerely, t Hyla J. Head i Chief, Real Estate Division copy Furnished: CESWF-OD Ch''STitF'-OD-GR - . EXHIBIT TOTfL P.03 a 1 Date: February 17, 1998 To: Southlake City Council IFrom: Marylyn E. Miles Re: Agenda Item 5$ A Request for omission of 68 acres (AB-1003 Tr. 6) from land Mayor Stacy will lease from the U. S. Corps of Engineers. TO: THE HONORABLE MAYOR STACY AND DEDICATED CITY COUNCIL MEMBERS I own what is left of the original 79 1/2 acres in Abstract 1003, Track 6 in Southlake, Texas, Denton County. (Approx 11 acres) I I respectfully request that you omit the 68 and 1/2 acres which J. D. "Bob" Jones deeded to his daughter, my grandmother, Alice Jones Fretwell from the ! land which is being considered for lease from the U. S. Corps of Engineers. f'. Legal documents have been removed from the files of Denton County, Tarrant County and the U. S. Corps of Engineers which could help determine the boundary line between Tarrant and Denton County. It has been brought to my attention that the possibility of Obstruction of Justice charges may be taken against the persons or persons responsible for the removal of documents from government files. I am making my legal records from Bob Jones dated from the early 1930's available to help in this legal matter. Among these papers are documents which confirm that the 79 1/2 acres were taken in excess of federal needs and should have been returned to Alice Jones. Please DO NOT include the 68 1/2 acres in your lease so that Southlake will not become in this legal entanglement which Denton and Tarrant County are involved. This would be a real waste of the tax dollars of the citizens of Southlake. As is stated in the documents about Southlake we already have and abundance of park land for the 3,700 families living in this beautiful city. We do not need the 68 acres that will soon belong to the Bob Jones family. EXHIBIT Y 3 9-C. Resolution No. 98-10, names Teresa A. Campbell as alternate judge of municipal court for the City of Southlake. Due to the increased caseload of the court, the need for a substitute in case of the temporary disability or absence of the Judge, Council will need to appoint a new Alternate Judge as soon as possible. Teresa Campbell is a resident of Southlake and is the only individual who has expressed an interest in serving. Ms. Campbell currently serves as the Teen Court Judge. 10-A. Developer Agreement for Cedar Oaks Estates addition (Lots 4R7R1-5). This is a subdivision of one existing lot within the Cedar Oaks Estates into five new lots. Several items relative to this development need to be brought to Council's attention: # Common Access Driveway: The access to the lots on this development will be by means of a common access driveway. The Developer has agreed to construct this drive in accordance with Fire Services' requirements. This drive is not intended to be a public roadway either now or in the future. Any future maintenance of this drive will be the responsibility of the five property owners using the drive. The Developer also agrees that no individual lot access onto Sleepy Hollow will be allowed, and that no gates will be installed on the common access driveway. # Off-Site Sanitary Sewer: The developer plans on bringing sanitary sewer to this project. The developer has requested that the cost of the off-site sewer be (W reimbursed to him by the City since the off-site facilities may be used to service other properties. # Park Fees: The developer has met with the Park Board and requested that he be allowed to contribute Park Fees in lieu of land dedication. The Park Board has agreed to allow the payment of$1,000 per lot ($5,000 total). 10-D. Developer Agreement for Southlake Woods, Phase 3. There are no variances to the standard agreement. Even though this is an agreement for Phase 3, work has not begun on Phases 1 and 2. This developer, at the suggestion of Council, obtained a second access point to the northern portion of the project by purchasing the Stonebury Addition. This purchase shifted the order of development to the northern portion of Southlake Woods rather than the southern. The developer agreements for Phases I and 2 are still in force; however if they reach their two-year expiration, the agreements will need to be resubmitted. # Park Fees: The developer met with the Park Board on February 9, 1998. The _ Board recommended that the developer pay Park Fees in the amount of$69,000. Agenda Item #5-B, Lease Agreement with U.S. Army Corps of Engineers Kevin Hugman, Acting Parks and Recreation Director, stated part of the master plan for Bob REGULAR CITY COUNCIL MEETING MINUTES OF FEB. 17, 1998 PAGE 10 OF 19 EXHIBIT N � 1 � Jones Park included the use of the adjacent Corps of Engineers land. The major points of the } rP } agreement are: 1) term of 25 years, commencing on January 20, 1998; 2) The City will submit an annual Plan of Operation and Maintenance, including, development and management of the leased property; 3) Structures may be built on the leased property with approval of the District Engineer. Mr. Hugman noted the lease agreement with the Corps is one of the major steps in completing the requirements of the Texas Parks and Wildlife grant for Bob Jones Park. PUBLIC COMMENTS: Marylyn Miles, 5609 Hensley Drive, Fort Worth. Ms. Miles asked the Mayor and City Council for omission of 68 acres (Abstract No. 1003, Tract 6) from the land to be leased from the U.S. Corps of Engineers. She stated she owns approximately eleven(11) acres of the land. A copy of the letter submitted from Ms. Marylyn Miles to the City Council dated February 17, 1998 is hereby attached to the minutes of this meeting. City Manager, Curtis Hawk, stated what the City is leasing from the Corps of Engineers is property under the ownership of the U.S. Government. At such time the courts make a decision, the city lease will exclude the 68 acres from the lease agreement. E. Allen Taylor Jr., City Attorney, stated he has obviously just heard about this dispute, and the (w City Attorney's office recommends, as the City Manager did, to go ahead and approve the lease agreement. Tomorrow they will inquire into this matter. If this is a dispute of long standing, more than twenty (20) years, the federal government has almost certainly perfected the title by adverse position, irrespective of any documentary disputes that might exist. Title will probably remain in the federal government and they will have the authority to eater into the agreement with the City. Mr. Taylor stated, "If the City has a need to utilize this property for park land, he has heard nothing this evening to justify not proceeding with this agreement." Councilmember David Harris stated we are not paying anything for this lease, so essentially, it is going to be some time before anything is constructed for the park, therefore, he does not see why their is an objection for moving forward tonight. Motion was made to authorize the Mayor to enter into the lease agreement with the U.S. Army Corps of Engineers for land adjacent to Bob Jones Park. Motion: Harris Second: Evans Ayes: Harris, Evans, Fawks, Muller, Moffat, Martin, Stacy Nays: None Approved: 7-0 vote Agenda Item#6, Public Forum REGULAR CITY COUNCIL MEETING MI NUM OF FEB. 17t 1998 PAGE 11 OF 19 r1 the would then tie onto it rather than Y install an aerobic system. City Manager Campbell stated he would like direction from Council to allow staff to talk with the adjacent property owners about cost sharing this project Director Harper stated he could possibly have the project done in five to six months, if the fast track process is used. It was the consensus of Council to move forward with the sewer system information,and staff stated they would have cost sharing information available at the next City Council meeting. ➢ Agenda Item #7-B, ZA 99-035, Revised Site Plan for Holt Dental Care. Councilmember Ronnie Kendall asked Coordinator Malcolm Jackson to update the City Council on the sign for the Holt Dental Care facility. Mr. Jackson stated they researched the sign and the sign is currently a legal non-conforming sign It was agreed by Councilmembers that agenda items #8-A, and#8-B would be added to the consent agenda. The work session ended at 6:20 p.m. REGULAR CITY COUNCIL SESSION Agenda Item#1-A, Call to Order Mayor Rick Stacy called the Regular City Council meeting to order at 6:30 p.m. Agenda Item#2-A,Executive Session Mayor Rick Stacy advised the audience that the City Council would be going into executive session pursuant to the Open Meetings Act, Chapter SS1 of the Texas Government Code, Sections 551.071, 551.072, S51.073, 551.074, 551.07S, and S51.076 to seek consultation with the City Attorney regarding pending and contemplated litigations, to deliberate the purchase, exchange, lease or sale of real property, a fnegotiated contract for a prospective gift or donation to the City, to deliberate the appointment and evaluation of public officials, to confer with one or more employees to receive information from or to question the employees, and to deliberate the deployment of specific occasions for implementation of security personnel or devices. Council adjourned into executive session at 6:23 p.m. Council returned to open session at 7:15 p.m. Agenda Item#2-A.1.DeMeration Regarding Real Properly I Marilyn Miles, 3939 Mud Hen Road, Southlake. Ms. Miles stated, "In April 1999 we started to discuss the purchase of some land which I own for Bob Jones Park. Since that I time we have changed the city manager and I have called the new city manager's office !_ and I still haven't heard -- not one thing. The reason I'm here this evening is to formally withdraw the offer to sell the land since we cannot seem to get any type of EXHIBIT Regular City Council Meeting Minutes of July 6, 1999 Page 2 of 15 a s �•. communications going with the City. I wanted Council to know, personally from me, because I will be coming back before you to present a development site plan for that property for upscale homes. I will be asking Council for their favorable considerations and I still need a right-of-way in,as I need someway to get into the property." I Agenda Item#2-B,Action Necessary/Executive Session No action was taken as the result of the executive session. Agenda Item#3,Invocation The invocation was given by Coy Quesenbury,pastor of Lonesome Dove Baptist Church in Southlake. Agenda Item#44,Mayor's Report Mayor Stacy stated during the Mayor's report,"For those of you who were around on the i 3`d of July,that we really had our very first ever,0 of July Celebration in the new Town Square." He added that it was very neat and lots of people attended. Councilmember Ronnie Kendall stated regarding the 0 of July Celebration in Town Square, that it was the most people that she had ever seen together at one time. The fireworks were wonderful and she stated about ten families from her subdivision attended and they were all very pleased with the event. Councilmember Patsy DuPre stated she had received lots of comments from residents who attended who wanted to know how much money the City spent on the event. Mayor Stacy stated, "We didn't spend any money on the event, the developer paid$10,000 for a$15,000 show." He added,in the future the city may be asked to participate in the cost,but not this year. He stated they estimated that there were between 3,000 and 4,000 people present and everyone really enjoyed the event. Councilmember Kendall stated she hopes that it is an annual event even if it means the City will be asked to participate in the cost in the future. Mayor Stacy stated, "On July 5t',we had a terrible tragedy in Souddake and we are very sorry about that and our hearts and souls go out to the family." Director of Department of Public Safety Garland Wilson reported on the tragedy stating,`July 5ei at about 8:00 a.m. in the morning, the 911 communication team received a call from a citizen reporting a loud explosion, and someone screaming. Upon that report,the Fire and Police responded and when they arrived, a citizen road up on a bicycle informing them of the tragedy near the lake water in the subdivision. It was an apparent homicide and suicide in the Timber Lake subdivision. The victims were visiting a family in Southlake and did not reside in the City. Regular City Council Meeting Minutes of July 6, 1999 Page 3 of 15 News and Information Page 4 of 19 before the CIAC meeting on March 25. AGENDA ITEM#4, ZA 98-164, PLAT REVISION FOR BOB JONES PARK ADDITION: Senior Comprehensive Planner Chris Carpenter informed the Commission that this request is for a Plat Revision of Bob Jones Park Addition being a revision of Blocks 12, 13, 14, 16, 17, 18, 19,20, 21, and 22; Lots 18 through 29 of Block 8; Lots 1 through 23 and Lots 30 through 52 of Block 9; Lots 1 through 23 and Lots 30 through 52 of Block 10; Lots 1 through 3 of Block 11; Lots 1 through 23 and Lots 27 through 52 of Block 15; and all adjacent internal right-of-ways of West Beach Addition, an addition to the City of Southlake, Denton County,Texas, according to the plat recorded in Volume 395, Page 537, Plat Records, Denton County,Texas, and including Tracts 10 and 11, situated in the H. Mahaffey Survey, Abstract 916, and a portion of Tract 5, situated in the R. D. Price Survey,Abstract No. 1003, for a total acreage of approximately 92.090 acres. The property is located on the southeast comer of the intersection of North White Chapel Boulevard and Bob Jones Road. The Current Zoning is "AG"Agricultural District. The Land Use Category is Public Parks/Open Space and Low Density Residential. The Owners of the property are City of Southlake and Marilyn Tucker. The Applicant is City of Southlake. Nineteen(19) written notices were sent to property owners within the 200' notification area, and three(3) responses were received with two (2)being in favor and one (1)being undecided. Chairman Creighton opened the Public Hearing. Marylyn Miles gave an exhibit to the Commission. She asked the Commission to not take away her access down Mudhen Road. She said she was told by the Commission that someone would contact her and nobody ever did. She made all the contacts. She said she spoke to the City Manager,Mr. Hawk, today who told her she would not be granted access to her property through the park. She said for her to lose access to her property would be a great loss. She said the City is not willing to purchase the property, and they are not willing for her to get to the property. She asked the Commission to not deny her access to her property. Chairman Creighton closed the Public Hearing. Commissioner Jones said Ms. Miles indicated the City was not willing to purchase the property and asked if she would entertain that discussion if the City were willing. Ms. Miles said the City was supposed to contact her over 30 days ago and has not. She can only assume the City is willing to do nothing. She said she is open to work out whatever is possible. Commissioner Peebles asked if her willingness goes as far as to sell the land. Ms. Miles said as long as the City is reasonable. Chairman Creighton said the Commission does not have the authority to EXHIBIT enter into negotiations regarding the purchase of her land. Commissioner Peebles asked Ms. Miles if she understands the difference http://www.ci.southlake.tx.us/news_info/minutes/pz03-04-99mn.asp 10/27/00 News and Information Page 5 of 19 between public and private easements. Ms. Miles said, being a real estate broker, she understands the difference. Commissioner Peebles asked her if she understood the Commission does not have the authority to deal with private easements, and she said she did not understand that. City Attorney Debra Drayovitch said the Commission is vested with the authority to approve plats and consider the dedication and imposition of public access easements in connection with that approval. When a situation comes up with a claim of a private access easement in order to access land that may have arisen from prior deeds or dedications or out of the original ownership,that is not something that is ordinarily considered when approving a plat. One land owner=s right to access across another land owner=s land is not normally considered with plat approval; it is normally considered and negotiated or litigated between the two land owners. ` i Commissioner Peebles said if this is an issue between two owners of real estate, then the Commission does not have the authority to negotiate as an owner- that would be City Council. Ms. Drayovitch said that is correct. Commissioner Peebles said the Commission needs to get this out of their hands and into Council=s. Commissioner Jones asked if there was anyone who does not remember the Commission saying someone from the City would be contacting Ms. Miles. He asked if it was in the minutes. City Manager Curtis E. Hawk said whether or not it was in the minutes,it (W was obviously not done and was remiss on the City=s part. He said he spoke to her today and is aware of her issues. He said he learned today she would be a willing seller. He said Commissioner Peebles was correct in that this is a land owner- land owner issue, and City Council acts as the land owner. Chairman Creighton said she wants Ms. Miles to understand the Commission is not turning a deaf ear to the issues she is raising,but she is asking the Commission to do something that is not within their purview and will have to be raised at the City Council level. Commissioner Jones asked if there is any reason this item cannot be tabled to allow the City time to meet with Ms. Miles. Chairman Creighton said she does not think it benefits Ms. Miles to table it; it probably benefits her more for the Commission to take action and to allow this item to go on to City Council. Commissioner Sandlin asked if the City was not involved, if it were a private person wanting to put in an estate lot, would anything more be required.Mr. Hawk said if it were a private person wanting to develop an estate lot and put one house in the middle,the City would not require him to do anything differently than what is being required now. Commissioner Jones asked if this were developing as a residential tract, would a street stub be required to this property. Director Last if this were a subdivision with many streets, the ordinance would require a stub on any property line in excess of 1,000'. http://www.ci.southlake.tx.us/news_info/minutes/pz03-04-99mn.asp 10/27/00 News and Information Page 6 of 19 Commissioner LeVrier said the best thing the Commission could do for Ms. Miles is to act on this. The power is with the City Council and if the ., Commission tables this item tonight, it will be prolonging any action taken by the City Council. Commissioner Shankland said what he heard Ms. Miles ask the Commission to do, they do not have the ability to do. He does not see how they have any other choice. Ms. Miles said she appreciates the Commission=s comments and concerns, but she has already been told by Mr. Hawk that she would not receive access. She asked which ordinance states that if it is a subdivision, she would be granted access. Director Last said the Subdivision Ordinance regulates all subdivision of land. Mr. Hawk said what he told Ms. Miles was there would not be access through this park, and that is not to mean the City would not be willing to work with her on access from other points. Ms. Miles said if it is necessary for her to go ahead and develop it into a subdivision, then that is what she will do, and she will contact the Planning Department tomorrow. Commissioner Jones said if the Commission felt there were unresolved issues at the last meeting and felt they should be worked out prior to this case coming to them,then he does not understand why it would not be appropriate to table this case once again since nothing was worked out and give them time to talk. Commissioner Shankland said the confusion at the last meeting was on the Commission=s part, and they have taken this time to understand the issues better. Commissioner Jones said he is not comfortable with this. Motion was made to approve ZA 98-164 subject to Plat Review Summary No. 2, dated February 26, 1999. Motion: Peebles Second: Shankland Ayes: Peebles, Shankland, Sandlin, LeVrier, Creighton Nays: Jones Approved: 5-1 Motion carried. (Planning and Zoning Commission meeting, 03-04-99, tape 1, section #1648) http://www.ci.southlake.tx.us/news_info/minutes/pz03-04-99mn.asp 10/27/00 '•• , .ice — f, ,•,, ♦' `1 ` ••/,'` I I® USA 31 piµ ; � ,,mo,,�oo ! 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SoUthlake's Publi-c Eye 11� monthly report of the City of Southlake Public Information Office November 2000 southlake On-line Media Relations Traffic on the City's official During the month of October, the Television news coverage during Web site smashed all of out ` Public Information Office handled the month included a Channel 4 an average of slightly fewer than story on racist flyers thrown in local monthly records during three media calls per day, mostly lawns. Public Safety PIO Robert Qctober,.2000, with more; from local newspaper reporters. Finn conducted the interview. than 26;800 base :h is and A total of 162 media clips were A complete list of news articles 6,600 user sessions Total.' archived during August (1,613 so archived, and copies of specific monthly traffic was appro � far in 2000). The most common articles, are available upon request mately 38000 hits The pre topics were Southlake Trail from the Public Information Office. Improvement Day, SuperTarget An archive and index of past vlous records were25,266 proposal, personnel changes, media clips also is being compiled. base hits ands �,36�F usor' Pioneer Concrete, and CISD Currently, material is available from $e$slons� both%y recorded to impact fees. December 1996 to the present. August 2 DO For the> year,we are averaging �00 user Community Relations sessrons °;and nearly 800 E' It is not uncommon for Southlake staff in that department or division for bash hits der day , residents to visit one city office more detailed information. Visitors Eon--U i tc� searching for answers or information So far, brochures have been com- Interest In reGetvlrig a mail., that is available through a different pleted for Public Works and Building pdates fv $pclfic,protect$ office. One reasons this happens is Services. These brochures have andSPI meetings ,1�tle npw because many people do not know been put on the information racks in lj for sure what each city department City Hall and the Administration have 3$5: page4,,subscriber does. Building, and will be distributed at anti 11a5 SPIN subscribers In an effort to solve that problem, various public functions by represen- The'mostpopular pgesRfor the Public Information Officer is tatives of those departments. Site $ubcriber$ ate joU working with each department to Other department brochures will oRernng$, StateHlghviay 'i14 develop informational brochures. be completed based on the level of cons�ruettank Tourt Sgtlare': Each brochure will give basic infor- public interaction, and sources construotla6 and Gateway mation about duties and tasks for already available to the public. Work that department or division, and will has begun on a brochure for the Plato development. include means for people to contact Planning Department. Due t a technlca pFobiern o with the ; co $erur, hlf Employee Recognition count$for speclfic pages Are, not avatlatie this month The annual Employee Awards western theme, live entertainment, z , Banquet has been scheduled for DJ, and a barbecue buffet meal. UVe have received sorrier Saturday, Jan. 27, at Ranch of Invitations will be mailed to all questions about conVertMM-" Lonesome Dove. employees, elected officials, past our 1fVet s 1,o to make°It tom This year's dinner will be more mayors and other guests sometime patlble wltli vision ICrlpaired casual - and more lively - featuring a in early December. browses N,entua y thls C� Cable 1 lik l ey to be an AbA vent, but:at this'tjm&jt is vol- The regular broadcast schedule for Texas Assessment Program video untary We are working with City Cable 7 during October included that CISD is required by the state to consultant Kenneth::.:.-McLain taped meetings of the City Council, broadcast. We still are sharing the to develgp, a proposal and Planning &Zoning Commission, and government access channel with costestimate for this project. ` Tarrant County Commissioners. CISD until the district's own PEG Special broadcasts included a channel is operative. • City of Southlake, Texas MEMORANDUM kw November 3, 2000 TO: Mike Patterson, Operational Manager of Public Works FROM: Marlin Price, Chief of Police SUBJECT: Public Works Assistance in Search for Robbery Suspect On November 1, 2000, the Wells Fargo Bank at 1709 and White Chapel was robbed. DPS officers determined that the suspect was possibly a construction worker from the description provided by witnesses. DPS officers immediately began a search of construction sites in the city in an attempt to locate a possible suspect. Your department volunteered to assist in the search effort and you subsequently fielded 14 two-person units to assist in the search of the city for the suspect. Your staff was also able to check numerous construction sites where squad cars could not go. Although the suspect was not located, the efforts of you and your staff are highly commended. The willingness to assist and the enthusiasm shown in contributing to the overall goal of a safe community cannot be overlooked. This attitude that seems to prevail in this city organization is unlike any I have previously experienced. The citizens of Southlake should be very proud to have the quality of employees working for the city. Please express my personal thanks to those who participated in the search. Rest assured that when I speak at local functions about the Department of Public Safety, that examples of cooperation and assistance such as this will be prominently mentioned. CC: Billy Campbell, City Manager Shana Yelverton,Assistant City Manager Pedram Farahnak, Director of Public Works Rick Black,Acting Director of Public Safety SCNOO�`' ` !0I MEMORANDUM 4 October 30, 2000 TO: City Manager, Assistant City Manager and Department Directors FROM: Nona Whitehead, Volunteer Program Coordinator SUBJECT: Southlake Volunteer Program (SVP) Report - September 2000 Department/Division Number of Hours Estimated YTD Volunteers Savings* Savings** City Manager's Office $280.25 Building Services $190 Community Services $1657.75 Economic Development $586.12 Finance Fire Human Resources $703 Library Planning $527.25 Police/Community Service $289.75 Public Works Senior Activity Center 14 138 $1311.00 $10,784.88 Teen Court 2 4 $38.00 $536.75 Totals 16 142 $1349.00 $15,55575 • Estimates of savings are based on $9.50 per hour as reported by each department `* Year to date savings are based on a calendar year, January 1 - December 31 N/Community Services/SVP/Forms/SVP Director's Memo AGENDA MANAGEMENT SCHEDULE-Draft Date: 11/3/00 1:55 PM City Council Meeting—December 5,2000 City Council Work Session—January 2, 2001 Consent: Consent: Minutes 2. Award of bid to_for Bob Jones Park improvements-KH 1. Minutes 3. Approval of Library policies-KH 2. Award bid-Lonesome Dove trail-KH 4. Award bid for batting cage lights-KH 3. Auth contract-architect/rec center-KH 5. Auth contract w/SRA for softball complex-KH 4. Award bid-library automation system-KH 6. Award bid for library furnishings-KH 7. Res._,Supporting the introduction and passage of legislation which modifies the requirement for authorizing the holding of a citywide local option election to allow a city located in more than one county the ability to hold a local option election. 8. Res._urging the 77ih Texas Legislature to take certain actions to improve Texas'air quality-JE 9. Res._urging the 77i'Texas Legislature to take certain actions to improve Texas'surface transportation infrastructure-JE 2'd Reading/Pub Hearing&Related Items: 2"Reading/Pub Hearing&Related Items: 1. Ord.No.794,Abandonment and quitclaim of Tract A in the Woodland Heights subv,being a 35'wide tract of land-CT 1. ZA 00-M,Z/CP,Dove Road Acres,AG to SF-20 2. ZA 00-109,SP,Burger King 2. ZA 00-111,Z,Whitehall Addition,SP2/AG to SF-IA 3. ZA 00-116,SUP,Classic Carriages(rides at Town Square) 4. ZA 00-110,SP,Lot 3,Block B,North Davis Bus.Park 5. Ord.#795,Tax&Revenue CO,Series 2000C 6. Ord.#796,Tax&Revenue WW/SS CO,Series 2000E 7. Ord.#797,Tax&Tax Increment Rev CO,Series 2000D 1st Reading&Related Items: 1st Reading/Pub Hearing&Related Items: ZA 00-084,Z/CP,Dove Road Acres,AG to SF-20 2. ZA 00 085,PP,Dove Road Acres 3. ZA 00-111,Z,Whitehall Addition,SP2/AG to SF-IA 4. ZA 00-112,PP,Whitehall Addition 5. ZA 00-114,PR,Lots 2R1&2R2,Cornerstone Resolutions: Resolutions: 1. Consider: Consider: 1. Auth Mayor to enter into IA w/cities of SI,Colleyville,Grapv,&CISD for Teen Court-SE 2. Auth Mayor to execute a commercial developer's agreement for the constr of Nolen Drive from FM 1709 to Crooked Lane-CT Discussion: Discussion: 1. Public Art Policy-KH Executive Session: Executive Session: 1. City Attorney Evaluation 2. City Manager Evaluation 3, City Secretary Evaluation Potential Work Sessions-Draft: 11/3/00 1:55 PM Future Council Meetings- Draft: 11/3/00 1:55 PM Forum: Economic Development Tax Abatement Policy-Winter 2001 Consent: Finance 1. Fort Worth Water Contract-RH Multi-Year Financial Plan-Winter 2001 2. Auth Mayor to execute letter authorizing TxDOT to change speed limits in construction zone on SH 114-SP PlaminE 3. Abndmnt of 15'utility easement on property owned by Fina(S-7)-SP 4. Abndmnt of 15'utility easement on property owned by Explorer(S-7)- Uniform Development Ordinance-Spring 2001 SP 5. Authorize the Mayor to enter into a prof servs agr w/JD Wilson and Public Safety Assoc for development of a strategic plan-SKY 6. Authorize IA w/CISD for natatorium-KH DPS West Facility-December 8 Operations Staffing 2nd Reading/Pub Hearing&Related Items: Opening Date 1. ZA 00-096,SUP,65'Stealth Monopole cellular tower plus temp DPS East Facility-December 8 Operations cellular tower(P&Z tabled to 1/19) Staffing Opening ni Date 1st Reading&Related Items: Public Works 1. Ord.4834,Amendments to Sub Ord No.483,-Park and Recreation Dedication Requirements-CC/KH Drainage Issues/Federal Regulations-Winter/Spring 2001 2. Ord.No.774,Amendment to Trail System Master Plan-CC/KH Stormwater Utility District-Winter/Spring 2001 Other Items Resolutions: Joint City/CISD Meeting 1. Res.99-16,relating to limiting N of zoning applications-from 3/23 Charter Review Committee Meeting CC mtg Consider: 1. Sidewalk/Trail Implementation Plan 2. Prof Services Agreement-Michael Drive(PW-5/4/99) 3. Interlocal Agreement with Grapevine re:North Kimball-RH 4. Auth Mayor to enter into an IA WNE Tarrant County Regional Water System(NETCRWS)-RH Discuss: 1. Land Conservatory District ReAdrions,to MID 2. Utility Policies&Standards Ordinance 3. Street Standard Ordinance 4. Ord.771,Nuisance Ordinance-MJ 5. Ord.No._,Right of Way Management(City attorney letter date 6/19/2000) 6. Emergency Preparedness Notification Program-GW 7. Revise Landscaped Ordinance to include bufferyards etc.-GW 8. Sign Ordinance Revisions-GW 9. Ordinance Establishing Regulations on Corps'Property-GW 10. Parade and Street Closure Ordinance-GW 11. Substandard Bldg.Ordinance-GW 12. High Grass/Weeds Ordinance revision-GW 13. Residential lighting standards review-GW 14. Mass Gathering Ordinance-GW 15. Elevator Ordinance-GW 16. Tree and Landscape Ordinances-GW 17. E-Court 18. 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([') aVa,OWOW(M OM M t�00 0 UWcoIXco JO J00 O L (0 JQ(D co 0) JMJv aM _ (o W O D-7Q -JN� 0 C7 Z W w w Z J rL F- F- W W Z (n U' W W W O O W O W W p N a tL U- U- F a U- U¢ a c� c� LL CITY OF SOUTHLAKE 1% SALES TAX REPORT 1999-00 collected budget balance budget to date balance ep rcent $ 3,569,839 $ 3,683,796 113 957 -3.19% FISCAL FISCAL FISCAL YEAR %Inc YEAR %Inc YEAR %Inc MONTH 97-98 -Dec 98-99 -Dec 99-00 -Dec October $237,164 46.5% $310,767 31.0% 310,517 -0.1% November 193,664 43.1% 206,887 6.8% 300,330 45.2% December 163,871 42.4% 188,493 15.0% 251,264 33.3% January 266,437 34.0% 313,831 17.8% 353,616 12.7% February 168,914 34.4% 199,573 18.2% 271,605 36.1% March 160,147 52.9% 194,635 21.5% 240,577 23.6% April 215,299 18.0% 311,919 44.9% 365,598 17.2% May 217,760 42.7% 257,679 18.3% 296,420 15.0% June 200,233 16.5% 249,323 24.5% 300,786 20.6% 'uly 274,072 22.4% 346,698 26.5% 381,766 10.1% August 224,126 21.2% 245,730 9.6% 307,797 25.3% September 200,169 15.1% 242,010 20.9% 303,520 25.4% TOTAL $2,521,857 30.6% $3,067,546 21.6% $3,683,796 Actual Budget Actual Estimated (budget-est.) % Month 1998-99 1999-00 1999-00 1999-00 Difference Change October $310,767 $356,984 $ 310,517 $ 310,517 $ (46,467) -13.02% November 206,887 246,319 300,330 300,330 54,011 21.93% December 188,493 214,190 251,264 251,264 37,074 17.31% January 313,831 364,124 353,616 353,616 (10,508) -2.89% February 199,573 239,179 271,605 271,605 32,426 13.56% March 194,635 224,900 240,577 240,577 15,677 6.97% April 311,919 371,263 365,598 365,598 (5,665) -1.53% May 257,679 307,006 296,420 296,420 (10,586) -3.45% June 249,323 292,727 300,786 300,786 8,059 2.75% July 346,698 385,543 381,766 381,766 (3,777) -0.98% August 245,730 285,587 307,797 307,797 22,210 7.78% September 242,010 282,017 303,520 303,520 21,503 $ 3,067,546 $ 3,569,839 $ 3,683,796 $ 3,683,796 $ 113,957 16.37% 20.09% City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Shana Yelverton, Assistant City Manager SUBJECT: Resolution No. 00-97, Amending the Personnel Policies Handbook to Include a Technology Policy and Personnel Files Policy. Action Requested: Approval of Resolution No. 00-97, amending the employee handbook to include a technology policy and personnel files policy. Background Information: The technology policy sets forth standards for the use of the technical systems for the City of Southlake. The intent is to clarify the appropriate use of these systems and provide examples of uses that are acceptable or unacceptable. The rights, responsibilities and limitations specified in this policy apply to all regular and temporary employees, contract personnel, and volunteers whose access to or use of the technology systems is funded by the City or is available through equipment owned by the City. The technology systems include intereet use, electronic mail, computer and network systems, facsimile, mobile phone use, mobile data terminal use, and mobile data computer use. This policy also notifies all users that the technology systems are business tools provided by the City and that the City has a legitimate interest in protecting confidential information, preventing the abuse of the systems, and maintaining employee productivity. Therefore, this policy stipulates that the City expressly reserves the right to monitor, review and audit an employee's use of these systems at any time. The personnel file policy establishes a policy for the handling of employee personnel and medical files in accordance with Texas and Federal law. This policy provides consistent procedures regarding the maintenance, access, viewing, storage, security and retention period for all records associated with the City of Southlake employees. Financial Considerations: There is no financial impact to implement either policy. Citizen Input: Not Applicable Board Review: Not Applicable. 5B-1 t " Resolution No. 00-97, Amending the Personnel Policies Handbook to Include a Technology Policy and Personnel Files Policy November 3, 2000 Page Two (W Legal Review: The attorneys have reviewed both policies and addressed any legal issues. Alternatives: The alternatives are to not adopt a policy. Supporting Documents: A copy of the Technology Policy and Personnel Files Policy and Resolution 00-97. Staff Recommendation: Staff recommends placing this item on the November 7, 2000 City Council meeting agenda. (,,W 5B-2 t RESOLUTION NO. 00-97 err RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE TEXAS, AMENDING THE PERSONNEL POLICIES TO INCLUDE A TECHNOLOGY POLICY AND PERSONNEL FILE POLICY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Manager shall be responsible to the Council for the proper administration of all affairs of the City including the preparation of personnel policies; and WHEREAS, according to the City of Southlake (the "City") Charter section 4.14(9) personnel rules are subject to the approval of Council; and WHEREAS, the City Manager recognizes the need to update, revise, or add policies to reflect changes in laws or City practice; and WHEREAS, the technology policy and personnel file policy accomplishes the purposes described above in a manner that accommodates the legitimate interests of the City, now THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF (W SOUTHLAKE, THAT: Section 1: The City of Southlake hereby amends the personnel policies to include a technology policy and personnel file policy. Section 2: This resolution shall become effective after its passage and adoption by the City Council. PASSED AND APPROVED THIS THE DAY OF , 2000. Rick Stacy, Mayor ATTEST: Sandra L. LeGrand, City Secretary 5B-3 • City of Southlake Personnel Policies on: Basic Objectives and Policy Statements To ic: Technology Policy Effective Date: Approval: Revision Date: 1.0 Purpose Set forth standards for the acceptable use of the technical systems for the City of Southlake. The intent is to clarify the acceptable use of these systems and provide examples of uses which are acceptable or unacceptable. This policy does not enumerate all the possible acceptable and unacceptable uses. 2.0 Scope The rights, responsibilities and limitations specified in this policy apply to all regular and temporary employees, contract personnel, and volunteers whose access to or use of the technology systems is funded by the City or is available through equipment owned by the City. 3.0 Definitions 3.1. Internet Use-Internet services include but are not limited to Internet e-mail, file protocol (FTP), web browsing and newsgroups. 3.2. Objectionable/Improper Use of Language or Material- Offensive language, graphic representations, pictures, posters, calendars, graffiti, objects, promotional materials, reading materials, or other materials that threatening, obscene, sexually explicit, or disparaging of others. 3.3. Technology Systems-Including, but not limited to, computer internet, e-mail, computer network systems, software, facsimile, cellular phone, pagers, and Cellular Digital Packet Data(CDPD). 3.4. Unacceptable Uses- a use that conflicts with City 's or the individual Department's purpose, goal, or mission or with an employee's authorized job duties or responsibilities (See Section 4.4 of this policy) or which, otherwise violates departmental policy or federal, state, or local law. 3.5. City—The City of Southlake 3.6. Sniffer Software— Software designed to analyze the ports, services, messages, and protocols used over the computer/network system. 4.0 Use of the City's Technology Systems 4.1. Acknowledged City Rights - The technology systems are business tools provided by the City. The City has a legitimate interest in protecting confidential information, preventing the abuse of the systems, and maintaining employee productivity. Therefore, the City expressly reserves the right to monitor, review and audit an employee's use of these systems at any time. By using the City technology systems, the user consents to City monitoring. 5B-4 Tpchhology Policy Effective Date: 4.2. User/Employee Responsibilities - Employees are representatives of the City in all their communications. Responsible use of the City's technology systems requires discretion, professionalism and awareness of potential liability. Employees should be aware that when they are utilizing certain technology systems, they are creating City documents. Employees must understand at all times that communication and use of any of the City's technology systems are matters of public record under the Public Information Act and may be subject to discovery requests. 4.3. Acceptable Uses - City employees are granted the privilege of using the technology systems only in an authorized or acceptable manner. Examples of acceptable uses include, but are not limited to, the following: a. Communication with federal, state, and local government personnel or agencies, and private businesses with which the City transacts or may transact business; b. Communication with the public regarding City-related issues/matters; c. Communication for administrative purposes; d. Acquisition of information related to, or designed to facilitate the performance of regular assigned duties; e. Communication for personal purposes in a manner which does not infringe upon the employee's or the department's productivity and is not otherwise unacceptable. 4.4 Unacceptable Uses- City employees may not abuse their access to the technology systems. Abuse may consist of either excessive or unacceptable use. Generally, a use is unacceptable if it conflicts with the following: 1) the City of Southlake's purpose, goal or mission; 2) the individual Department's purpose, goal or mission; or 3) an employee's authorized job duties or responsibilities. Examples of unacceptable uses include, but are not limited to, the following: a. Excessive personal use of the technology systems. Personal use will be deemed excessive if, in the opinion of the employee's immediate supervisor, the use detracts from the individual employee's or the Department's productivity; b. Use of technology systems for personal business operations (including storage of financial records/transactions) or to advertise or solicit funds for political, religious, or other personal causes; c. Communication for illegal purposes including, but not limited to: violating copyright laws; using, downloading, or copying unauthorized software; or accessing restricted systems; d. Interference with or disruption of network users, services or equipment including, but not limited to: damaging equipment, knowingly spreading viruses, impersonating another user, destroying communications systems or electronic files, or accessing a system without authorization unless accessed to monitor, review, and/or audit an employees use of the system as described in Section 4.1 of this policy; 5B-5 Tccluiology Policy Effective Date: e. Access or distribution of any communication which may constitute or contain intimidating, hostile, pornographic, offensive or discriminating material on the basis of sex, race, color, religion, national origin, or disability. f. Transmitting, downloading, viewing or storing of material that is threatening, obscene, sexually explicit or disparaging of others based on race, national origin, sex, age, disability, religious or political beliefs; g. Downloading files with copyright protection(i.e. NIP3 files). If any doubt exists regarding copyright status, employees should contact the copyright owner to obtain written permission; h. Downloading executable (i.e. .exe, .com, .nim)programs or operating system software on the network server without proper authorization; i. Harassing individuals; j. Obtaining unauthorized access to any computer system; k. Using another individual's account or identity without explicit authorization from that individual; 1. Distributing or storing chain letters, solicitations, or offers to buy; m. Activity used for personal gain, outside employment or other financial profit; (W n. g PlaY in or downloading computer games; o. Gambling or playing a game for money or other stakes; p. Participating in news feeds, real audio, "chat " rooms or services including real-time or instantaneous messaging types of services)unless specifically job-related. 5.0 Internet Use 5.1 The Department Director has the authority to restrict Internet accessibility for any employee. 5.2 Assigned Login/Password -When accessing the Internet, employees may use only assigned login and password and do not have authority to use another person's account without that person's permission. 5.3 Encouraged Interest Use-The use of the Internet for those activities listed under Acceptable Uses (section 4.3) of this policy are encouraged. 5.4 Downloading Files- Employees shall show extreme caution when downloading files from the Internet to ensure that all data is free from viruses. 5.5 Personal Internet Use - Limited or incidental use of Internet services for personal use is acceptable. 5B-6 Technology Policy Effective Date: Such use must be infrequent and must not: a. Involve any activity listed in Section 4.4 of this policy; b. Interfere with the productivity of the employee or any co-worker; c. Involve downloading files onto the network that are not work related. 5.6 Public Scrutiny- Internet usage must be able to survive public scrutiny and/or disclosure. Except for use as a resource in criminal investigations, users must avoid accessing sites that may bring the City into disrepute or conflict with its ethics policy. 6.0 Electronic Mail 6.1 Confidential E-mail - Confidential or sensitive information shall not be transmitted by e-mail, which can be intercepted or otherwise received by unintended recipients. Written memorandum or personal conversation should communicate such information. 6.2 Objectional E-mails - The City's e-mail network shall not be used to send objectionable, obscene, vulgar, racist, sexual or harassing messages, as described in Section 4.4 of this policy. 6.3 Mailing Lists - Employees shall not subscribe to any form of mailing list that creates an excessive volume of messages. 6.4 Use of Signatures - Employees shall not send an e-mail message that uses someone else's name or signature,unless such activity has been authorized. 6.5 Use of other Employees E-mail -Employees shall not attempt to read, delete, copy, or modify the e- mail of other Employees, except when such activity has been authorized. 6.6 City Property-E-mails sent or received from or to City-owned computers are the property of the City. All a-mails are subject to review by the department director or their designee or Technical Services at any time to ensure compliance with city policies on other laws or regulations, as described in Sections 4.1 and 4.2 of this policy. 6.7 E-mail Response -Employees should attempt to respond to all business-related e-mail messages within the same workday if possible or by the next workday at the latest. In the event of a planned extended absence for the office, employees should activate the Auto Reply feature of the system to ensure that a timely response is sent. 6.8 Deleting E-mail-When possible, all e-mail messages should be deleted after review. The e-mail system should not be used for archiving purposes. Important messages should be saved to the hard drive or personal directory and deleted from the e-mail system. 5B-7 Tgchhology Policy Effective Date: 7.0 Computer/Network System 7.1. Interference of Computer/Network S s�-Under no circumstances shall users interfere with or interrupt other's access and use of the City computer system. Examples of such interference include, but, are not limited to: a. Sending e-mail chain letters or excessive messages. b. Printing excess copies of documents, files, data or programs. c. Modifying system facilities, operating systems, or disk partitions. d. Intentionally damaging or vandalizing City computing facilities, equipment, software or computer files. e. Intentionally altering/withholding password access from Systems Administrator(this restriction does not apply to the actions taken by the systems administrator). 7.2 Utilization of Computer/Network System-Employees shall utilize City computer/networking resources for acceptable uses outlined in Section 4.3 of this policy. Unacceptable uses are outlined in Section 4.4 of this policy. 7.3 Unauthorized Devices -Employees shall not connect or disconnect any unauthorized device to or from the network. 7.4 Monitoring_Networks -Employees shall not monitor any network by any means including sniffer software. (W 7.5 Altering Operating System Software -Employees shall not alter such as operating system software settings or configuration under any circumstances. 7.6 Computer Games - Employees shall not install or operate computer games on City-owned machines. 7.7 Disruptive Programs -Employees shall not intentionally develop or use programs that disrupt other computer users or which access private or restricted portions of the system and/or damage the software or hardware components of the system. Computer users must use great care to ensure that they do not use programs or utilities which interfere with other computer users or which modify normally protected or restricted portions of the system or user accounts. 7.8 Technology Purchases -Employees shall ensure that all technology/telecommunication related purchases are coordinated with the system administrator prior to the actual purchase. 7.9 Cop3tights -Employees, working with system administrator, should ensure that only legal versions of copyright protected software are used in compliance with vendor license requirements. Employees shall not make, use, or share illegal copies of copyrighted software, store such copies on City systems, or transmit them over City networks. 7.10 New Software-New software can only be loaded onto a computer under authorization of the system administrator 7.11 Software Storage - Software programs are to be stored in areas designated by the system administrator. 5B-8 Tgchfiology Policy Effective Date: 7.12 Copies -Employees may not make copies of files without the permission of the publisher or producer or if the software is Public Domain(non-copyrighted). 8.0 Facsimile 8.1 Cover She -All facsimiles sent outside of the City should contain a transmittal cover sheet. Identified on this sheet shall be the City's logo, City web address, senders name, date, sender's fax number, sender's phone number, total number of pages included, name of the fax recipient, company that the recipient represents, recipient's fax number, recipient's phone number and reason for the facsimile. 8.2 Sending Facsimiles-Employees shall not send a facsimile that uses the name of another person as the originator unless otherwise authorized by that person. 8.3 Received Faxes - In general, received faxes should be forwarded to the intended party as soon as possible. Employees shall not read, modify, or delay delivery of facsimiles received by other employees. 8.4 Chy Property-However, facsimiles sent or received from or to City-owned machines are the property of the City of Southlake. All facsimiles are subject to review as described in Section 4.1 of this policy. 9.0 Mobile Telephone Use (W 9.1 Mobile Telephone Usage-Employees will be assigned mobile telephones for use when it is necessary to conduct business in a timely and efficient manner. The use of technology, such as mobile telephones, has been an important aspect of ensuring timely and professional service delivery. However,judicious and appropriate use of this technology is critical since city employees have the responsibility to provide service to the community in a fiscally responsible manner. This policy provides guidelines for the prudent use of city-issued mobile telephones 9.2 Appropriate Use - City employees are authorized to use city-issued mobile telephones for bona fide City of Southlake activity in instances where there is a need to communicate, but where no other reasonably effective or efficient means of communication is readily available. Examples of appropriate use include, but are not necessarily limited to: a. Communication on city business matters between employee and supervisor or other city personnel when the employee is in the field or otherwise away from city offices; b. Communication between the employee and a customer, when such communication is the most practical means of providing service; c. Communication with a vendor, contractor, or other service provider, when such communication is the most practical means of providing service or assistance to a resident, resolving a complaint, or otherwise conducting city business and when such communication is the most practical means of achieving the immediate objective; d. DPS communication as described in the general orders manual, and e. In emergencies when other means of communication are not available. 5B-9 Technology Policy Effective Date: 9.3 Initiating/Receiving Calls - The following are acceptable methods for initiating or receiving calls on city-issued mobile phones: a. Direct Dial - This is the most desirable method of conducting approved mobile phone communication. b. Incoming Calls -Employees receiving telephone calls have few means by which to determine the nature of the call until it has been received. This means of communication is acceptable, provided that employees take the responsibility for notifying any caller of the limitations in the use of mobile phones and discontinue any call which are outside the parameters of acceptable mobile telephone use. c. Operator-Assisted Calls - Employees should only initiate operator or directory assistance for placing calls when no other option exists for carrying out the duties of their job. d. Long Distance Calls -Long distance calls are conducted under the same parameters established for standard local calls; however, such calls should only be placed when an operational necessity exists. Employees should refrain from placing long distance calls on city-issued mobile telephones unless a documentable business necessity exists; provided, however, that occasional use for other purposes is acceptable when the employee reimburses the City for any charges incurred. d. Roaming_Charges -Employees should refrain from incurring roaming charges, unless business necessity dictates use of the mobile phone outside the service area. 9.4 Employee to Employee Communication Using Mobile Telephones - The use of mobile telephones by two employees (sending and receiving) to conduct city business is discouraged when the City incurs additional charges for these calls. City employees should refrain from using mobile phones as a means of communicating with other city employees in lieu of other city-provided communication tools. For example, employees are encouraged to use radios, pagers or other communication methods as necessary. 9.5 Maintenance -Mobile telephones may be assigned to an individual, placed in a specific vehicle or used through a pool. Employees who are personally assigned a mobile telephone, use a telephone located in a vehicle, or assigned a telephone through the pool are responsible for its care. When a telephone fails to perform properly, the user should report the problem immediately to his or her supervisor. Maintenance requests will be handled as quickly as possible, and a substitute phone will be provided as necessary. 9.6 Removal of Mobile Telephones from Assigned Vehicles -Employees should only remove mobile telephones from assigned vehicles when it is necessary to efficiently conduct city business. Employees are responsible for returning the telephone to the appropriate vehicle in a timely manner. Employees should remove the mobile telephone from their vehicle when it is transported to any service or repair facility. Upon the return of the vehicle, the employee is responsible for ensuring the appropriate return of the mobile telephone to the designated vehicle. (W 5B-10 Technology Policy Effective Date: Employees should refrain from adding, removing, or exchanging component parts; affixing or removing any specific markings, or modifying any functions or special key operations without the prior approval of his or her supervisor. 9.7 Personal Use of Mobile Telephones -Personal use of city-issued mobile telephones in marked city vehicles is prohibited. Personal use of telephones issued to individual employees is discouraged but not prohibited, however, payment of charges incurred for personal calls is required. Excessive personal phone calls during regular business hours is discouraged for all employees. 9.8 Employee Responsibility -Employees assigned cellular phones, either temporarily or full-time, are responsible for appropriate use and safekeeping. In the event of loss or damage, employees must provide immediate notification of such loss/damage to their supervisor. Employees may be financially responsible for such loss/damage if they are unable to show reasonable care. 9.9 Hands Free Technology-Using a mobile phone while operating a motor vehicle is discouraged. Employees are encouraged to use "hands free" technology when operating a motor vehicle. 10.0 Mobile Data Terminal (MDT)/Mobile Data Computer(MDC) Use 10.1 Instructions for Usage -Instructions for using the MDT/MDC are published in the manufacturer's MDT/MDC operation guide. Copies of this material are available to each member of the Department of Public Safety through the Training Coordinator in order to become familiar with the MDT/MDC (W operations. 10.2 Signing On/Off- Personnel are responsible for signing on at the beginning of their tour of duty and signing off at the conclusion of their tour of duty. 10.3 Passwords -Personnel are charged with the responsibility for maintaining security of their password code. Personnel refrain from sharing their password code with unauthorized persons. The Manager of Information Services (MIS)maintains a secured log of passwords assigned to all Department of Public Safety personnel. The MIS director designates authorization for access to such passwords. Passwords are assigned, changed, or deleted only by approval of the MIS director. 10.4 Governing Rules and Laws-All rules and laws that govern radio transmissions are applicable during MDT/MDC operations. Departmental directives that contain applicable TCIC/NCIC guidelines apply to the operation of the MDT/MDC. Information obtained by operation of the MDT/MDC is maintained as confidential information in accordance with the law. 10.5 Message Restrictions - The MDT/MDC is restricted to messages and inquiries for Southlake Department of Public Safety job purposes only. Any "TO" message that is personal in nature is inappropriate. Messages are sent using only appropriate, professional terminology and/or common abbreviations. Messages sent through the MDT/MDC are to be as brief and concise as possible. (W 10.6 Documentation of Transmissions-A computer record of all MDT transmissions is stored at North Richland Hills Police Department. Transcripts of all MDT traffic are accessible and made available by 5B-11 Technology Policy Effective Date: North Richland Hills Police Department only upon authorized request. Periodic administrative audits are conducted by the Patrol Lieutenant to ensure compliance with this directive. A computer record of all MDC transmissions is stored at the Southlake Department of Public Safety. Transcripts of all MDC traffic are accessible and made available by MIS only upon authorized request. Periodic administrative audits are conducted by the Patrol Lieutenant to ensure compliance with this directive. If officers need to request information or documentation, these requests are forwarded through the shift sergeant to the Police Lieutenant 10.7 Use While Operating a Vehicle -When a Department of Public Safety vehicle is operated as a single personnel unit, the operation of the vehicle takes priority over the operation of the MDT/MDC. If the vehicle contains two personnel, the non-driver serves as the primary MDT/MDC operator. Vehicle operators are responsible for the safe handling of the departmental vehicle. The operation of the MDT/MDC does not serve as a mitigating justification in the event that an accident occurs involving departmental vehicles. 10.8 MDT/MDC Operations -While undertaking MDT/MDC operations, personnel are to maintain a conscious awareness of their surroundings, remain alert to potential hazards, and practice safe tactics. 10.9 Maintenance. The maintenance of the base unit of the MDT system is the responsibility of the North (W Richland Hills Police Department. The maintenance of the base unit of the MDC system is the responsibility of the MID department of Y P P the City of Southlake. Maintenance of peripheral units is conducted in accordance with contracts as established by mutual agreement between or among North Richland Hills Police Department, the City of Southlake, Motorola Inc. and any other organization. Requests for repair service are forwarded to the shift Sergeant who reviews the request and contacts the appropriate repair facility to schedule the needed maintenance/repairs. 11.0 Computer System Maintenance 11.1 Audits—An audit of the City's records computer system is conducted annual by the Manager of Technical Services or an authorized designee. The audit maintains verification of all passwords, access codes, and/or access violations. The annual audit is routinely performed in January, and the records of the audit are sent to the Assistant City Manager for review and retention. 11.2 Computer File Back-up—The main file server containing personal network drives plus AS400 is backed up on a daily basis in accordance with retention laws devised by the State of Texas and the City Secretary. Back-up tapes are on a 30 day rotation, at the end of the rotation(one month) each tape is placed in the City archives. 5B-12 Technology Policy Effective Date: 11.3 Computer File Storage—All computer media, tapes, disks and/or drives are stored in an off-site secure (W environment. 11.4 File Destruction—All City software contains password protected functions which allow for court ordered expunction of files and/or records. City Records personnel are responsible for the process of expunction, which is reviewed by the Manager of Technical Services. Any media, disks, tapes, printed material, and/or computer drives which are deemed no longer needed for business operations shall be destroyed in an appropriate manner. 12.0 Violation of Policy Any violation of this policy may be subject to disciplinary action, including but not limited to the loss of access and other privileges, and/or termination of employment. (aw 5B-13 ' City of Southlake Personnel Policies Section 1: Topic: Basic Objectives and Policy StatementsPersonnel File Policy Effective Date: Approved By: Revision Date: 1.0 Purpose To establish policy of handling employee personnel and medical files in accordance with Texas and Federal law. To provide consistent procedures regarding the maintenance, access, viewing, storage, security and retention period for all records associated with The City of Southlake employees. This policy also outlines the contents of a personnel and medical file. 2.0 Definitions 2.1 Personnel File - Personnel files are maintained on all employees of The City of Southlake and are property of the City. The basic content of personnel files include: • Basic employee information (name, address, phone number, job title, social security number, driver license information) • Original application and resume • Status records (which include any change in the status of the employee, i.e. transfers, promotions, salary/step increases.) • Emergency Contact Information • All disciplinary and adverse actions records • Employee evaluations (Performance Appraisals) • Record of training that the employee received • Record of all licenses or certifications • Insurance documents • Retirement documents • Contributions and mandatory deductions authorization records • Awards and Commendations • Accident reports • Grievance Records • Oaths of Office for police officers • Signed Waivers • All other job related, non-medical, documents relevant to the employee deemed essential by the Human Resource Director. 5B-14 • Personnel File Policy Effective Date: 2.2 Medical File - Medical files are kept on all employees of The City of Southlake and are the property of the City. The basic contents of a medical file include: • Pre-employee drug screen results • Employee drug test results • Reports of medical examinations • Physician slips and certificates • Workers Compensation Claim Files • Pre-employment physical examination results • Exposure Reports and Results • Psychological Test Results • Polygraph Test Results 2.3 Employ-Includes probationary, regular full-time, regular part-time, seasonal, and temporary employees of the City of Southlake. 2.4 Employee Applicant-A person who has applied for employment with the City of Southlake or an employee who has applied for a different position with the City. 2.5 Retention Period-The minimum amount of time that any personnel or medical record is retained by the City of Southlake. (W 2.6 City-The City of Southlake 2.7 Disciplinary and Adverse Action Records-Include records created as a result of considering or reconsidering an adverse action(demotion, probation, termination, suspension, leave without pay) against an employee, such as investigative reports, reports of findings, and decision and judgements. 2.8 Director-The City's Director of Human Resources, or the Director's designated representative. 2.9 Employee-A person who has applied for employment with the City or an employee who has applied for a different position with the City. 3.0 Policy 3.1 Access to Personnel and Medical Files Access to personnel and medical files shall be limited to the following: 3.1.1 Only Human Resource Department Staff and authorized supervisors may have internal access to personnel and medical files, and only on a"need to know" basis in accordance with local, state, and/or federal law. 3.1.2 The Director of Human Resources or Director's designee, will determine external access(employee verification/references) to personnel and medical files in accordance with State law. 5B-15 • Personnel File Policy Effective Date: 3.1.3 Upon request to and approval from the Director of Human Resources, current and former employees may examine their own personnel and/or medical files in conformance with the guidelines established in Section 4.0. The request will be granted at a mutually convenient time for the inspection, after the request is received by the Director of Human Resource. The Director of Human Resources may withhold certain records, as permitted by law. A former employee must present proper identification to the Director in order to view his or her file. 3.1.4 Employees may view their personnel file while conforming to the following guidelines: a. The review must be conducted in the Human Resource Department and with a member of the Human Resource Department staff present; and b. No document may be inserted, removed, changed, or copied without specific authorization from the Director of Human Resources, or other authorized source. 3.1.5 A person who has been granted power of attorney by an employee may access the employee's personnel and/or medical file, after presentation of proper authorization and identification. 3.1.6 Personnel files may be accessed by order of any state or federal law or court of record having jurisdiction over such records. 3.1.7 Notwithstanding provisions sections 3.1 (3.1.1 through 3.1.6), all files are subject to the Texas Open Records Act. (W 3.2 Personnel and Medical File Retention 3.2.1 Retention Laws—The City shall retain personnel and medical files for at least the retention period specified in the Texas Retention Schedule for Records Common to All Local Governments. 3.2.2 Retention Requirements- The City of Southlake may retain all personnel and medical records for the maximum time permitted by Texas law. The City is required to retain specific records permanently, including the Employee Service Record, consisting of at least the following minimum information: a. name; b. sex; C. date of birth; d. social security number; e. positions held with dates of hire, promotion, transfer, or demotion; f. dates of leaves of absence or suspension that affect computation of length of service; g, wage or salary rate for each position held; h. date of separation; and i. pension an deferred compensation records. 3.3 Expunging of Records 5B-16 • Personnel File Policy Effective Date: 3.3.1 The City may expunge or cause to be expunged records, after the scheduled retention period has expired, if requested in writing and authorized by the Human Resource Director, or other authorized source. 3.3.2 The City generally will keep personnel and medical file information indefinitely, but an employee may request removal of Disciplinary and Adverse Action Records after the scheduled retention period. 3.3.3 Disciplinary and adverse action records, as maintained in the employee personnel file, have a retention period of two (2) years after the case is close or action is taken. 3.3.4 The Human Resource Director, or other authorized source, will decide whether to remove the record, depending upon the nature of the performance concern, the absence or presence of similar concerns over the past years, the severity of the disciplinary action taken, and the relationship of the performance concern to the employee's position. 3.3.5 Should the City remove a Disciplinary and Adverse Action Record for the employee's personnel or medical file, the City may maintain the Record in a separate file for an indefinite period of time for internal disciplinary consistency and to defend the City of Southlake in potential legal actions. 3.4 Personnel and Medical File Storage/Security Personnel and medical files contain private and confidential information. The Human Resource Department shall maintain each employee's personnel and medical file individually and in a location that is securely locked during non-business hours or when the department is unoccupied. Personnel Files are maintained and stored separately from employee medical files as determined by Americans with Disabilities Act. 5B-17 City of Southlake, Texas MEMORANDUM November 2, 2000 TO: Billy Campbell, City Manager FROM: Valerie Bradley, Assistant to the Public Works Director, x773 SUBJECT: Approval of Purchase of Systems Furniture for Town Hall from Tarrant County Contract List Action Requested: Approval of purchase of systems furniture for Town Hall from Tarrant County contract list. Background Information: For the past several months, Council Member Potter and city staff have been working with Tarrant County representatives to select the furniture for Town Hall. Most selections were made to give the building it traditional Town Hall look and feel. The furniture identified by this group will be acquired through four different methods: 1. Award of bid for furniture not on the Tarrant County contract list; 2. Purchase of regular furniture (non-systems furniture) from the Tarrant County contract list; 3. Purchase of systems furniture from the Tarrant County contract list; and 4. Purchase of items that received "no-bids" from the furniture specifications described in item number 1 above. There are several areas in Town Hall that are open spaces designed for systems furniture (systems furniture is also call modular or cubical furniture). Staff and the elected officials identified a line of systems furniture from the Tarrant County contract list that will meet the systems furnishings needs for Town Hall. The line is called Wireworks and is made by KI. This furniture will be mainly used in the staff level (non- executive/director staff) offices through out the building and is what is referenced in item number three from above. The following areas will receive this systems furniture: 5C-l ` Billy Campbell,'City Manager November 2 ;.2000 Page 2 of 2 &Number County Tax Office Cash Room 115 City Tech Services Telephone/Data 123 Center Cit Utility Billing Cashier 208 city Court Administration Clerks 216 County Constable's Office Receptionist 240 city Planning Open office 312 city Planning Open office 319 city Public Works En r. Clerk 323 city Public Works Open office 328 Coun I.T. Department Data Services 342 city Finance Open office 1440 Financial Considerations: The amount allocated in the Town Hall FF&E Budget for furniture was $580,000. Of this amount, $75,000 was reserved for systems furniture purchase. Staff recommends purchasing systems furniture in the amount of $ 93,039.78 from KI, which is currently on the Tarrant County contract list. Although this amount is higher than originally expected, it does not push the overall amount spent on furniture over the $580,000 originally scheduled. Citizen Input/ Board Review: None. Legal Review: None. Alternatives: Approve or deny or modify. Supporting Documents: None. Staff Recommendation: Place the aforementioned item on the November 7, 2000 City Council Meeting Agenda for Council consideration and approval. 5C-2 City of Southlake, Texas r MEMORANDUM October 31, 2000 TO: Billy Campbell, City Manager FROM: Kevin Hugman, Director of Community Services (ext. 757) SUBJECT: Award of bid to Cooper & Stebbins for landscape maintenance of public areas in Southlake Town Square. Action Requested: City Council approve award of bid to Cooper & Stebbins of Southlake, Texas for landscape maintenance of Southlake Town Square public areas for a total contract amount of$23,500. Background Information: The FY 2000-2001 Parks and Recreation Division Budget contains a line item amount of$130,000 for contract mowing and landscape maintenance of City parks, City facilities, City rights-of-way and medians, State rights-of-ways for FM 1709, FM 1938 and Highway 114, and Town Square public areas. This contract represents a higher quality level of service to all public areas included within Southlake Town Hall and Town Square Phase I and II. Qualified staff to perform daily services and to supervise contracted turf maintenance and certified services have been employed by Cooper& Stebbins. Subcontractors identified fulfill the qualifications of the specifications. Cooper & Stebbins acknowledge the commitment to fulfill the obligations of the contract to benefit the City of Southlake and the long-term success of Town Square. Financial Considerations: The FY 2000-2001 Parks and Recreation Budget allocates $130,000 for contract mowing services. Authorization of the contract with Cooper & Stebbins for $23,500 leaves an unencumbered balance of $106,500 for other contracts. The 2000 right-of-way mowing contract with Avanti Landscape Management is available for renewal for an amount not to exceed $32,493.75. The 2000 city park and facilities contract with TruGreen LandCare is available for renewal for an amount not to exceed $69,353.57. Approval of the Town Square contract and renewal of the other contracts in the amounts mentioned above will not exceed the budgeted amount of$130,000. Citizen Input/ Board Review: None. Legal Review: Bids were conducted as per state law. The contract has been approved by the City Attorney for all landscape maintenance services. Billy Campbell, City Manager October 31, 2000 Page 2 Alternatives: City Council may reject the bid submitted by Cooper & Stebbins and award the contract to The Brickman Group. Supporting Documents: Tabulation of submitted bids. Staff Recommendation: City Council award of bid for annual landscape management services to Cooper & Stebbins for Southlake Town Square public areas in the amount of $23,500. KH 5 D-Z City of Southlake,Texas MEMORANDUM October 30, 2000 TO: Kevin Hugman, Director of Community Services FROM: Ben Henry, Park Planning and Construction Superintendent SUBJECT: Southlake Town Square Landscape Maintenance Bid Tabulation Tabulation of bids as received on Monday, October 30, 2000 from four (4) qualified contractors. Order of Bid is from lowest to highest. Order of Bid Bidder& Location Bid Amount Award Amount 1. Cooper & Stebbins $ 23,400.00 $ 23,500.00 Southlake, Texas 2. The Brickman Group $ 37,078.61 $ 39,680.69 Southlake,Texas 3. Randall & Blake, Inc. $ 38,408.00 $ 40,358.00 Southlake,Texas 4. TruGreen LandCare $ 41,883.25 $ 44,859.00 Fort Worth,Texas The award amount includes Alternate Number 1, which included complete maintenance of public areas during the months of November and December 2000. The 12-month contract cycle will begin January 1, 2001 and terminate December 31, 2001. 5D-3 City of Southlake, Texas MEMORANDUM October 31, 2000 TO: Billy Campbell, City Manager FROM: Kevin Hugman, Director of Community Services (xt. 757) SUBJECT: Authorize Amendment No. 4 with Cheatham and Associates for architectural and engineering services relating to additional improvements at Bob Jones Park Action Requested: Authorize Amendment No. 4 with Cheatham and Associates for architectural and engineering services relating to additional improvements at Bob Jones Park. Background Information: At their September 25, 2000 meeting SPDC approved the fiscal year 2000-01 Capital Improvements Plan which included an additional $450,000 for improvements at Bob Jones Park. The added funding is intended to provide for design and construction of a second restroom facility to be located near the practice ball fields, a second well and well pump house for the proposed south ponds, water aeration features, and corresponding electrical. Cheatham and Associates have submitted a proposal to do the additional design and engineering at a cost of $30,000, approximately 7% based on a construction budget of$420,000. The bulk of the design fees, approximately $25,000, is for architectural fees relating to the restroom building and the pump house building. While the complete restroom/concession structure will be designed, it will be done in such a manner as to allow only the restroom portion to be constructed presently, with the second phase to be completed at a later date. The proposed improvements were not included as design elements under work performed by Cheatham and Associates in Amendment No. 3. Amendment No. 3 was structured based on a flat fee of 9.8% for engineering, design and surveying services as they related to the previously approved construction budget of $1,800,000 for fiscal year 2001. That amendment amount was $178,752. Financial Considerations: Additional funding in the amount of$450,000 for improvements at Bob Jones Park was approved as part of the 2000/01 CIP by SPDC at their September 25, 2000 meeting and by the City Council at their October 17, 2000 meeting. This amount includes the necessary design and engineering fees. Citizen Input/ Board Review: The SPDC approved entering into Amendment No. 4 at their October 23, 2000 meeting (5-0). A presentation outlining the current and proposed SF- 1 Billy Campbell, City Manager October 31, 2000 Page Two development of Bob Jones Park was given to the Parks and Recreation Board at their February 14, 2000 meeting and to the SPDC at their February 28, 2000 meeting. Staff has also met with the area homeowners and equestrian users to seek their feedback. Legal Review: Amendment No. 4 for design and engineering services will be in accordance with the existing agreement (Amendment No. 3) as reviewed and approved by the City Attorney. Alternatives: Input on the proposed agreement. Supporting Documents: Supporting documents include the following items: ■ Copy of Amendment No. 4 to Proposal for Engineering Services Regarding Proposed Improvements at Bob Jones Park. Staff Recommendation: City Council approval of Amendment No. 4 to proposal for engineering services regarding proposed improvements at Bob Jones Park. SE-Z CHEATHAM AND ASSOCIATES October 17, 2000 Mr. Steve Polasek Deputy Director of Community Services City of Southlake 400 North White Chapel Southlake, Texas 76092 Re: Amendment No. 4 to Proposal for Engineering Services Regarding Proposed Improvements at Bob Jones Park Cheatham and Associates is pleased to submit to the City of Southlake this amendment to our original proposal for professional services, dated March 17, 1997. As you are aware, we have been requested to include a second restroom facility into this phase of the park improvements. In addition,the second well,well pump house,water features and electrical were added. Therefore, we propose that the additional items listed above be designed in accordance with our existing agreement, for an additional fee of$30,000.00 If this amendment to our proposal meets with your approval, please indicate by signing in the space provided below. Please do not hesitate to call should you have any questions. The opportunity to be of service to you and the City of Southlake is greatly appreciated. Respectfully, Eddie Cheatham, P.E. F:`,WORD\PROPOSAL\SOUTHLAK\BJP-Amend4.wo Authorization to Proceed: Accepted this day of 12000 By: Title: ENGINEERS • PLANNERS • SURVEYORS A Subsidiary Firm o es nning and Design, Inc. 1601 E. Lamar Bl�y,ytc0'��Arlington, Texas 76011 817/548-0696 • Metro 265-8836 • Fax 817/265-8532 City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Charlie Thomas, City Engineer, extension 814 SUBJECT: Ordinance No. 794, 1st Reading, Abandonment and quitclaim of Tract A of the Woodland Heights subdivision i Action Requested: Staff requests Council to approve Ordinance No. 794, 1" Reading, which is for the abandonment and quitclaim of Tract A in the Woodland Heights subdivision. Background Information: The Woodland Heights subdivision platted in 1982. At the time, the developer platted a tract of land, shown as Tract A on the plat, and conveyed the land to the City. Tract A was located between Lots 9 & 10, Block 1 and was 35 feet wide (see attached Exhibit A). The tract of land was planned to be used for access to the land immediately west of the Woodland Heights subdivision owned by Theron Ragan. The City was negotiating with Mr. Ragan to purchase a portion of his property to use for a site to constrict an elevated water storage tank. Once houses began to be built and residents began to live in the Woodland Heights subdivision, an opposition to the elevated water storage tank ensued. Thereafter, plans to construct the elevated water storage tank on the Ragan tract were abandoned. Eventually, the elevated water storage tank was constructed where it currently exists in the Miron Business Park. Tract A is no longer any use to the City and would be better served if it is abandoned and quitclaimed to the adjoining landowner. Ms. Donna Halley, the owner of Lot 10 that adjoins Tract A has mowed and maintained Tract A for twelve years. Therefore, Staff recommends quitclaiming Tract A to her. Ms. Halley has agreed to accept the land if Council quitclaims it to her. Financial Considerations: None to quitclaim the property to Ms. Halley. At this time, the City is not receiving property taxes from Tract A. Once Tract A is quitclaimed to Ms. Halley, she will be required to pay property taxes on the land. 5F-1 t` Citizen Input/ �•,,, Board Review: Ms. Halley has agreed to accept Tract A. Legal Review: The City attorneys have recommended abandoning Tract A if the property serves no purpose to the City. Alternatives: Council can either retain ownership of Tract A or abandon the property. Supporting Documents: Exhibit A Ordinance No. 794 Quitclaim Deed Staff Recommendation: Staff recommends Council approve Ordinance No. 794, 1" Reading, which is for the abandonment and quitclaim of Tract A in the Woodland Heights subdivision. Please place this item on the November 7, 2000 Regular City Council Agenda for approval. SEP/sep 5F-2 ORDINANCE NO. 794 AN ORDINANCE VACATING AND ABANDONING TRACT A OF THE WOODLAND HEIGHTS SUBDIVISION IN THE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS; DECLARING THAT SUCH PROPERTY IS UNNECESSARY FOR USE BY THE PUBLIC; AUTHORIZING THE MAYOR TO EXECUTE A QUITCLAIM DEED RELEASING PUBLIC OWNERSHIP INTEREST AND CONTROL OF SAID RIGHT-OF-WAY; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule city acting uncit:r its charter adopted by the electorate pursuant to Article XI, Section 5 of the l c:x;a'.. Constitution and Chapter 9 of the Local Government Code; and WHEREAS, a tract of land has been previously dedicated by Mat to the City (it Southlake by the developer of the Woodland Heights Subdivision in the Cily or Southlake, Tarrant County, Texas; and WHEREAS, the City Council of the City of Southlake, after cm-olul study m,i consideration, has determined that Tract A of the Woodland Heights Suhclivision , w being used by, nor useful or convenient to the public in general; therefore, it constltrlt,:, a public charge without a corresponding public benefit, and the public would be I (+f; served and benefited by its vacation and abandonment; WHEREAS, in order to remove any question as to the continued inter( 01 ownership of the public in said Tract A, the City desires to execute a guitca,rim (i(,(1 releasing all title, ownership and control of said Tract A to the owner of the property. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: kw 5F-3 SECTION 1. Tract A of the Woodland Heights Subdivision to the City of Southlake, T�irrimt County, Texas, more specifically shown in Exhibit "A" attached hereto and incorpomte'; herein for all purposes, is not being used by, nor useful or convenient to the publk. ,11 general. It constitutes a public charge without a corresponding benefit, and the pLlhlik, would be better served and benefited by its vacation and abandonment. Acc;o[-din'jly, the above described right-of-way is hereby vacated and abandoned as public: prof ity and shall revert in fee simple to Ms. Donna Halley & Mr. Ray Grupp, the owner of I ,-)r ,I of the Woodland Heights Subdivision. SECTION 2. The Mayor of the City of Southlake, Texas, is hereby authorized and enipowc.r,-6 to execute a quitclaim deed releasing all claims to title, ownership, or control of 1 ."i-t of the Woodland Heights Subdivision, on behalf of the City of Southlake, Tc:xrls. SECTION 3. A copy of said quitclaim deed shall be presented for filing with the County Clf�rk of Tarrant County, Texas by the office of the City Secretary. SECTION 4. It is hereby declared to be the intention of the city council that the phrase:., clauses, sentences, paragraphs and sections of this ordinance are severable, and it 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 jurisdic;;.o.-, such unconstitutionality shall not affect any of the remaining phrases, clow;os sentences, paragraphs and sections of this ordinance, since the same would have beer Le 5F-4 enacted by the City Council without the incorporation in this ordinance of any s uc', unconstitutional phrase, clause, sentence, paragraph or section. SECTION 5. This Ordinance shall be in full force and effect from and after its passage, and ii is so ordained. PASSED AND APPROVED ON FIRST READING ON THIS DAY OF , 2000. MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED ON SECOND READING ON THIS _ DAY OF , 2000. MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: City Attorney 5F-5 QUITCLAIM DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § That the City Council of the City of Southlake, County of Tarrant, State of Texas, after careful study and consideration, has determined that Tract A of the Woodland Heights Subdivision, in the City of Southlake, hereinafter more specifically shown on Exhibit "A" attached hereto and incorporated herein, is not being used by, nor useful or convenient to the public in general; therefore, it constitutes a public charge without a corresponding public benefit, and the public would be better served and benefited by its vacation and abandonment. For and in consideration of the above findings and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City of Southlake ("Grantor") does hereby bargain, sell, release, vacate, abandon and forever quitclaim unto Donna Halley & Ray Grupp ("Grantee"), any and all of its heirs, legal representatives or assigns, all of Grantor's right, title, and interest in and to Tract A of the Woodland Heights Subdivision shown on Exhibit "A," SAVE and EXCEPT, HOWEVER, it is expressly understood and agreed that Grantor is retaining the utility easement in the entirety of Tract A. TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the above described right of way unto the said Grantee, its heirs and assigns forever, so that neither Grantor nor its heirs, legal representatives or assigns shall have, claim or demand any right or title to the aforesaid right of way, premises or appurtenances or any part thereof. EXECUTED this day of , 2000. CITY OF SOUTHLAKE By: Mayor halley quitclaim.doc 5F-6 EXHIBIT A twe IV 7d VNI-4 I& co .01 6 I I A a 3N,,, -,A MH91H VJ 2 u -4�1 ZA 'A cli v Z ro rf) ('00 C\i z z :1 Lo Wou UMp- ZM SUBJECT PROPERTY OD ,ate 0,0 �-wo 04 re ouz Wu M co C c) w (D 5F-7 City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Shana Yelverton, Assistant City Manager (ext. 705) SUBJECT: Requesting Mayor's Approval to Enter into a Professional Services Contract with BaylorWorx to Perform Drug and Alcohol Testing, Pre-employment Physicals and Work Related Injuries Action Requested: Requesting Mayor's Approval to Enter into a Professional Services Contract with BaylorWorx to Perform Drug and Alcohol Testing, Pre-employment Physicals and Work Related Injuries. Background Information: Currently, the City of Southlake conducts a pre-employment physical and drug test on all new employees. However, for work-related injuries, there is not a designated treating physician, therefore, the thoroughness of treatment is inconsistent and unreliable. Additionally, the City of Southlake has recently adopted a drug and alcohol testing policy that will also include random and post-accident drug and alcohol testing for all CDL drivers. For these reasons, the City needs to enter into a service contract with one provider that can provide pre-employment physicals, post-accident testing, and workers compensation treatment. Additionally, a provider is needed to administer the random drug and alcohol testing that is required by the City policy and Federal regulations. BaylorWorx is conveniently located in Grapevine, Texas and can provide all of these services at one location. Therefore, I am recommending that the City enter into a professional services contract with BaylorWorx to provide all the services indicated. Financial Considerations: Costs associated with pre-employment, post accident, and random drug testing is already included in the departmental and human resources budgets. Citizen Input/ Board Review: None Legal Review: This contract has been reviewed and approved by the attorneys. Alternatives: Not approve the agreement. Supporting Documents: Professional services agreement and fee schedule. Staff Recommendation: Approve professional services agreement. 5G-1 BAYLORWORX OCCUPATIONAL HEALTH &PREVENTIVE SERVICES A Service of a Subsidiary Corporation of the Baylor Medical Center in Grapevine AGREEMENT BETWEEN BAYLORWORX AT GRAPEVINE AND CITY OF SOUTHLAKE CONCERNING PRE-EMPLOYMENT AND POST INJURY ACTIVITIES October 9, 2000 Effective the City of Southlake will enter into an agreement with BaylorWORX at Grapevine who will provide the following services. Pre-employment physicals provided by BaylorWORX staff Pre-employment, post accident and random drug testing as well as storage of documents and quarterly reports for DOT drivers On the job injuries with employee approval After the completion of these tests, results will be reported to the designated City ., personnel only. The City will designate its contact person via a letter from its Director of Personnel. Records will be retained in the BaylorWORX and will be available to the City of Southlake upon request. The term of this agreement shall be two (2) years from the date last signed below provided that either party may terminate the agreement with or without cause by providing the other party 30 days written notice. City of Southlake designee Position Date BaylorWORX Grapevine designee Position Yi c 4-P-e S;dent Date / 0 9 0 0 (Exhibit A attached specifying pricing) 1643 Lancaster,Suite 100,Grapevine,Texas 76051 817.329.2887 561 -2- September 13, 2000 City of Southlake Proposal From BaylorWORX in Grapevine The following is a proposal from BaylorWORX to the City of Southlake for pre employment physicals including DOT physicals, drug screens, and firemen physicals. BAYLORWORX 1643 Lancaster, Suite 100 Grapevine, TX 76051 (817) 329-2887 Hours M-F 8:00-4:30 Appointments required for routine physicals and drug screens. No appointments necessary for on the job injuries. 24 hour care 7 days a week through the Emergency Department (including drug screens, breath alcohol testing, and injuries. Prices for services: Physical $40.00 DOT Physical $45.00 Drug Screen $35.00 DOT Drug Screen $40.00 Breath Alcohol testing $30.00 with a$40.00 confirmation Flu Shots $10.00 After hour pricing (after 4:30pm M-F) Drug Screen $75.00 DOT Drug Screen $80.00 Breath Alcohol testing $70.00 with a$40.00 confirmation FIREMEN Physical Physical exam under 40 r� $57.00 Chest X-ray 2V $65.00 Pulmonary Function Test $25.00 Audiometric Screening $26.00 Vision Test $20.00 Blood Tests (SMAC20 & CBC) $67.60 Drug Screen $35.00 TD Booster $27.00 �h - 3 PPD $16.00 Hepatitis B Vaccine $75.00 each series of 3 $413.60 Physical exam over 40 yrs old $80.00 (prostate and rectal exam included) Stress Test w/EKG $190.00 Chest X-ray 2V $65.00 Pulmonary Function Test $25.00 Audiometric Screening $26.00 Vision Test $20.00 Blood Tests (SMAC20 & CBQ $67.60 Drug Screen $35.00 DT Booster $27.00 PPD $16.00 Hepatitis B Vaccine $75.00 each series of 3 $626.60 All Stress tests and EKG's will be done at Dr. Phillip Hecht's office located on Baylor Grapevine campus at 1600 W. College, Ste 510. DOT Driver fee schedule The following fee schedule is for the management of your DOT drivers. There will be an additional administrative fee of$150.00 annually Annual fee Cost/position/month Employee Position#1-5 1=$25.00 $2.08 2=$50.00 $2.08 3=$75.00 $2.08 4=$100.00 $2.08 5=$125.00 $2.08 Employee Position#6-10 6=$140.00 $1.94 7=$15 5.00 $1.85 8=$170.00 $1.77 9=$18 5.00 $1.71 10=$200.00 $1.67 Employee Position#11-15 11=$210.00 $1.59 12=$220.00 $1.53 13=$230.00 $1.47 14=$240.00 $1.43 15=$250.00 $1.39 �C-1 Nft� Employee Position#16-30 16=$255.00 $1.33 17=$260.00 $1.27 18=$265.00 $1.23 19=$270.00 $1.18 20=$275.00 $1.15 21=$280.00 $1.11 22=$285.00 $1.08 23=$290.00 $1.05 24=$295.00 $1.02 25=$300.00 $1.00 26=$305.00 $0.97 27=$310.00 $0.94 28=$315.00 $0.91 29=$320.00 $0.88 30=$325.00 $0.85 BaylorWORX looks forward to working with The City of Southlake in your efforts to provide a healthy and safe work environment. Please feel free to call me with any questions at (817) 329-2821. Sincerely, i Cynthia Zitur SC - 5 City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Rick Black, Acting Director of Public Safety(Ext. 730) SUBJECT: Award of bid to CMPA, Inc. for construction of the West Department of Public Safety(DPS) facility. Action Requested: Award the bid for construction of the West DPS facility to CMPA, Inc. for $3.4 million dollars. Background Information: A bid opening for the construction of the west DPS facility was held on October 10, 2000 at 2:30 p.m. in the city council chambers. A total of 11 bids were received. Attached to this memorandum is a bid tabulation chart that lists the contractor, base bid amount, alternate bid amounts and whether a bid bond and confirmation of addenda was received. The crime control and prevention district board approved the funding for this construction on November 1, 2000. Financial Considerations: The apparent low bidder for the project was CMPA, Inc. with a base bid of $3,194,000. Please see the attached bid tabulation summary sheet prepared by the project architects, Phillips Swager Associates. A number of bid alternates were included in the bid specifications, as noted on the summary sheet. A discussion of the alternates and staff recommendations regarding each, follows: Alternate Bid No. 01 — Masonry Screen Wall Do not fund The masonry screen wall would enhance the aesthetics of the property, however, it is staff and the architect's opinion that the brick-crete option (included in the base bid amount),provides acceptable screening for the money. Alternate Bid No. 02—Slate Shingles Do not fund The slate shingles, in comparison to composition shingles (as provided for in the base bid),provide no benefit to insurance premiums, therefore, it is recommended to not award this alternate and remain with composition. Alternate Bid No. 03 - Sod Fund Hydromulch is not appropriate for installation during the months of December, therefore, sod is recommended. SH-1 Billy Campbell November 3, 2000 Page 2 Alternate Bid No. 04 -Epoxy Flooring Fund The epoxy flooring provides for a more professional, durable and longer lasting floor. This becomes especially important in the drive through bay area where vehicles will operate. Both staff and architect recommend its use. Alternate Bid No. 05- $100,000 Contingency Do not fund Alternate Bid No. 06- $150,000 Contingency Fund Alternate Bid No. 07- $200,000 Contingency Do not fund The Board budgeted over$179,000 for unanticipated contingency costs. Staff and the architects recommend funding contingency at the $150,000 level. The capital projects budget allocated$3,863,681 for the west facility,however, this number included$96,800 for FFE (furniture, fixtures and equipment) and audiovisual equipment. The low bid is therefore financially favorable to the District. Citizen Input/ Board Review: N/A Legal Review: The City Attorney is familiar with the bid process and results of the bid opening for the DPS West Facility. The City Attorney was also present at the November lst Crime Control and Prevention District Board Meeting. Alternatives: Deny awarding of the bid to the lowest bidder and instruct staff to continue research into the next lowest bidder(s). Supporting Documents: Bid Tabulation Summary Sheet Board approved five-year District capital projects plan Staff Recommendation: After a great deal of analysis by staff, CMPA is recommended as the contractor to be awarded the bid for construction of the West DPS facility. The Crime Control and Prevention District Board has approved funding of the construction of the facility in the amount of at least $3.4 million. Place the award of bid to CMPA, Inc. for construction of the West Department of Public Safety (DPS) facility on the November 7, 2000 City Council meeting agenda for approval. 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City of Southlake, Texas MEMORANDUM TO: Billy Campbell, City Manager FROM: James Kunke, Public Information Officer SUBJECT: Interim agreement between City of Southlake and TXU Communications for use of public rights-of way Action Requested: Approve an interim agreement allowing TXU Communications to install fiber optic cables for telecommunications services other than cable television. Background Information: With the passage of H.B. 1777, city governments no longer can require a certificated telecommunications provider to have a franchise or license with the city in order to construct or maintain facilities in the city's rights-of-way. TXU Communications has been certified by the Public Utilities Commission (PUC) and therefore qualifies under the new law. That means the only control the city can exercise over installation and maintenance of the fiber optic cables is through regulations governing the use of public rights-of-way. This is an interim agreement with TXU Communications because the City attorney still is revising a draft ordinance that would govern the use of public rights-of-way. Once that ordinance is presented to and adopted by City Council, it would take precedence over the interim agreement. A revised draft of that ordinance should be ready for City Council consideration before the end of the calendar year. However, TXU Communications wants to begin installation during November and forcing the company to wait until the right- of-way ordinance is adopted would create an undue hardship. This interim agreement does contain most of the provisions that the right-of-way ordinance will include. The agreement being proposed is patterned after an agreement used by the City of Arlington and is nearly identical to agreements used by Haltom City and Kennedale. The access line fees stated in Section 4.1 already have been set by the Public Utilities Commission. Financial Considerations: TXU Communications would pay the City a quarterly public rights-of-way fee, calculated monthly and based on $1.18 per month for each residential access line, $2.70 per month for each non-residential access line, and $4.11. (see Section 4.1 of attached agreement). Citizen Input/ 5I-1 Billy Campbell, City Manager November 6, 2000 Page 2 Board Review: No board review is necessary for this agreement. Legal Review: The City Attorney has drafted the attached agreement. Alternatives: Wait to issue a permit until Council has adopted a right-of-way ordinance, although this would create a hardship on the company since TXU plans to start installation in November. Supporting Documents: Attached are the interim agreement and a copy of the TXU Communications certification from the Public Utilities Commission. Staff Recommendation: Approve the interim agreement. 5I-2 INTERIM PUBLIC RIGHT-OF-WAY USE AGREEMENT BETWEEN THE CITY OF SOUTHLAKE AND TXU COMMUNICATIONS TELECOM SERVICES COMPANY d/b/a TXU COMMUNICATIONS, A CERTIFICATED TELECOMMUNICATIONS PROVIDER This PUBLIC RIGHT-OF-WAY USE AGREEMENT ("Agreement") is hereby made and entered into by and between the CITY OF SOUTHLAKE, a home rule municipal corporation organized under the laws of the State of Texas, and acting by and through its CITY MANAGER, its duly authorized agent ("Agent") and TXU COMMUNICATIONS TELECOM SERVICES COMPANY, d/b/a TXU COMMUNICATIONS ("Company"). The following statements are true and correct and constitute the basis of this Agreement: A. Company is a Certificated Telecommunications Provider("CTP"). A copy of Company's certificate of convenience and necessity, certificate of operating authority or special provider certificate of operating authority is attached hereto as Exhibit"A" and hereby made a part of this Agreement for all purposes. B. In accordance with Chapter 283 of the Local Government Code, a CTP is entitled to erect poles or construct conduit, cable, switches and related appurtenances and facilities and excavate within the Public Rights-of-Way in order to provide telecommunications services other than Cable Services. Company wishes to excavate in the Public Rights-of-Way in order to provide telecommunications services other than Cable Services in the City. C. In accordance with Chapter 283 of the Local Government Code, a municipality may exercise police power-based regulations in the management of the use of its Public Rights-of-Way by a CTP in order to protect the health, safety and welfare of the public. The City wishes to set forth reasonable regulations and requirements in this Agreement for the use of the Public Rights-of-Way by Company and Company is willing to abide by such regulations. I. DEFINITIONS Capitalized terms used in this Agreement and not otherwise defined within this Agreement shall have the following meanings: Access Line means, unless the PUC adopts a different definition pursuant to Section 283.003 of the Texas Local Government Code, the name as in Texas Local Government Code, Chapter 283. 5I-3 Act means the Federal Communications Act of 1934, as amended by the Telecommunications Act of 1996. Affiliate means any individual,partnership, association,joint stock company, limited liability company,trust, corporation, or other person or entity who owns or controls, or is owned or controlled by, or is under common ownership or control with, the entity in question. Cable Services means the same as it is defined in the Federal Communications Act of 1934, as Amended by the Telecommunications Act of 1996. Certified Telecommunications Provider means the same as it is defined in the Local Government Code, Chapter 283. Company means TXU Communications Telecom Services Company, d/b/a TXU Communications. City means the area within the corporate city limits of the City of Southlake, Texas. Detour means an alternate route used when the direct or regular route is closed to traffic, which is clearly marked by signs directing traffic around the obstruction. Director of Finance means the Director of Finance of the City or the director's designated representative. Director of Public Works means the Director of Public Works of the City or the director's designated representative. Emergency Conditions means a situation that could not be reasonably anticipated, and (a) where customer service has been interrupted, or (b) imminent harm to property or persons exists if repair is not immediately commenced. Facilities means the plant, equipment, and property, including but not limited to lines, poles, mains, pipes, conduits, ducts, cables, and wires located under, on, or above the surface of the ground within the public right-of-way of the City and valves, and related structures, facilities and equipment used or useful for the providing of utility services. FCC means the Federal Communications Commission. Incidental in nature means that work which can be completed, consistent with applicable federal or state laws or regulations, without: (i) obstructing the flow of vehicular traffic on a street, alley, or sidewalk; (ii)the open cutting of a paved area of a City street or easement; or (iii)underground boring or jacking within the paved area of a City street. Person means an individual, a corporation, a limited liability company, a general or limited partnership, a sole partnership, a joint venture, a business trust, a limited liability 5I-4 company, association, or any other form of business entity or association. Public Rights-of-Way means the same as it defined in the Local Government Code, Chapter 283. PUC means the Public Utility Commission of Texas. Open Video System means the same as it is defined in Title 47, Code of Federal Regulations, Section 76.1500. Registration means the document giving consent to own and operate facilities within the right-of-way. Utility Construction Permit means the document giving consent to construct, install, repair, relocate or remove particular facilities within the right-of-way. Utility Provider means a business that offers a public utility service, including but not limited to gas, electricity, cable, or telecommunications services. II. PERMIT REQUIREMENT Company shall not initiate or have initiated any kind of construction, installation, maintenance, repairs or other work that requires the excavation, lane closure, or other physical use of the Public Rights-of-Way unless Company first obtains a Utility Construction Permit following (i) full compliance with the prerequisites set forth in Article III of this Agreement and (ii)the Director's review of Company's Permit application within a reasonable time following its submission. III. UTILITY CONSTRUCTION PERMIT CONDITIONS 3.1 Registration A. In order to protect the public health, safety and welfare and for the City to know which CTPs own Facilities in the City's Public Rights-of-Way, Company shall register with the Director of Public Works as follows: B. Registration shall include: 1. the name of the Company to use the Public Rights-of-Way; 2. the name, address and telephone number of the Company's contact; 5I-5 3. the name, address and telephone number of any contractor or subcontractor, if known, who will be working in the Public Rights-of-Way on behalf of the Company; 4. the name(s) and telephone number(s) of an emergency contact who shall be available 24 hours a day; and 5. Proof of insurance and bonds, as follows: a. Worker's compensation insurance meeting applicable statutory requirements and employer's liability insurance with minimum limits of One Hundred Thousand Dollars ($100,000) for each accident. b. Comprehensive commercial general liability insurance with minimum limits of Five Million Dollars ($5,000,000)as the combined single limit for each occurrence of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts and shall include coverage for products and completed operations liability, independent contractor's liability; coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. C. Automobile liability insurance covering all owned, hired, and nonowned vehicles in use by applicant, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each occurrence for bodily injury and property damage. d. The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated, so long as the policy coverages provide for a minimum of Two Million Dollars ($2,000,000) as primary coverage for each occurrence of bodily injury and property damage. e. The City will accept certificates of self-insurance issued by the State of Texas or letters written by the applicant in those instances where the State does not issue such letters, which provide the same coverage as required herein, so long as the applicant demonstrates by written information to the director of finance that it has �w adequate financial resources to be a self-insured entity. 5I-6 f. All policies other than those for Worker's Compensation shall be written on an occurrence and not on a claims made basis and shall name the City, its officers and employees as additional insureds. g. Applicant shall submit certificates of insurance for each insurance policy applicant is required to obtain to comply with this subsection to the Director of Public Works each year during the term of the registration. h. All insurance policies shall contain the following endorsement: "At least 30 days prior written notice shall be given to the City of Southlake by the insurer of any intention not to renew such policy or to cancel, replace or materially alter same, such notice to be given by registered mail." i. All insurance shall be effected under valid and enforceable policies, insured by insurers licensed to do business by the State of Texas. All insurance carriers and surplus line carriers shall be rated A+ or better by A.M. Best Company. j. The Company shall pay insurance premiums and assessments. A company which issues an insurance policy has no recourse against �r the City for payment of a premium or assessment. Insurance policies must provide that the issuing company waives all right to recovery by way of subrogation against the City in connection with damage covered by the policy. k. The Company shall file and maintain proof of insurance with the City Manager. An insurance certificate obtained in compliance with this section is subject to City approval. The City may require the certificate to be changed to reflect changing liability limits if the Company's coverages are revised. Company shall immediately advise the City Attorney of actual or potential litigation that may develop or may affect an existing carrier's obligation to defend and indemnify. 1. An insurer has no right to recovery against the City. The required insurance policies shall protect the Company and the City. The insurance shall be primary coverage for losses covered by the policies. M. The Company shall, without cost to the City, file an annual surety bond which will be valid each year construction will occur through two full years after the completion of the construction from a surety company authorized to do business in the State of Texas and 5I-7 acceptable to the City in the amount of the estimated amount of the cost to restore the Public Rights-of-Way for the work anticipated to be done in that year, guaranteeing the work, guaranteeing the completion of the work, free and clear of liens except for liens given as security to Company's mortgagees. If the applicant has no facilities in the City at the time of application, the Director may postpone the requirement for filing a surety until the applicant submits an application for a utility construction permit. n. The Company's Commercial General Liability insurance policy is primary as respects any other valid or collectible insurance that the City may possess, including any self-insured retentions the City may have; and any other insurance the City does possess shall be considered excess insurance only and shall not be required to contribute with this insurance. C. Company shall update and keep current its registration with the City at all times. 3.2 Application A. Company shall submit an application for a Utility Construction Permit, including plan documents, to the Director at least five working days prior to the commencement of the respective use of the Public Rights-of-Way except: 1. where waived by the Director in writing; 2. where work to be undertaken is incidental in nature; or 3. in the event of Emergency Conditions related to an existing Facility owned by Company, if the Company complies with the provisions of Subsection 3.2.B. hereof. B. When performing work required by Emergency Conditions, the Company shall notify the City's police dispatcher, as promptly as possible, and the dispatcher shall notify the Director of Public Works, or, if after normal business hours, the police dispatcher, who shall notify the public works department's on-call crew. The director shall determine if any City employee shall be required to be present for on-site inspection during emergency repairs. The Company shall submit to the City as soon as practicable, a reasonably detailed description of the work performed in the right-of-way and an updated map of the facilities that were relocated, if any, and the Company shall comply with the requirements of City standards for the restoration of the Public Rights-of-Way. C. Company shall not perform any excavation, construction, installation, expansion, repair,removal, relocation or maintenance of Facilities in the Public Rights-of- Way without first obtaining a utility construction permit, except as provided 5I-8 herein. The Permit will be in the name of the Company who will own the Facilities to be constructed. The Permit shall be completed and signed by a representative of the Company who will own the Facilities to be constructed. 1. The Permit shall state: a. to whom it is issued; b. location of the work to be done; C. location of Facilities; d. dates and times work is to take place; and e. any other conditions set out by the Director of Public Works. 2. At least 10 days before the commencement of work proposed in the application, Company will submit an application for a Utility Construction Permit to the Director of Public Works together with documentation in the format specified by the Director describing: a. The proposed, approximate location and route of all facilities to be constructed or installed and the Company's plan for construction in the Public Rights-of-Way. b. Two sets of engineering plans which size at a minimum shall be 11" x 17" and on at a minimum scale of one inch (1") equals one hundred feet(100'). C. Detail of the location of all Public Rights-of-Way and utility easements which the Company plans to use. d. Detail and location of all existing utilities, including city water lines, storm pipes, and sanitary sewers in relationship to the Company's proposed route and fiber optic lines. e. Detail of the Facilities the Company proposes to install, such as pipe size, number of interducts, valves, etc. f. Details of plans to remove and replace asphalt or concrete in the streets for street cuts (include City's standard construction details). All paved concrete driveways and streets shall be bored under rather than open cut. The length of the bore must be sufficient for meeting the fully improved (ultimate) roadway width as specified in the City of Southlake Thoroughfare Plan or as approved by the tibr Director of Public Works. 5I-9 g. Detailed drawings of any bores, trenches, handholes, manholes, switch gears, transformers, pedestals, etc., including depth located in the Public Rights-of-Way or public easements. h. Handhold and/or manhole typicals of type of manholes and/or handholes the Company plans to use. i. Complete legend of drawings submitted by the Company. j. The length and depth of all directional bores shall be clearly indicated on the plans. k. Detail whether a fiber optic line is overhead or underground; new or overlashed. 1. The name, address and phone numbers of the contractor or subcontractor who will perform the actual construction, including the name and telephone number of an individual with the contractor who will be available at all times during construction. M. The construction and installation methods to be employed for the protection of existing structures, fixtures, and facilities within or adjacent to the Public Rights-of-Way, or easements, and the dates and times work will occur, all of which (methods, dates,times, etc.) are subject to approval of the Director of Public Works. n. A copy of any permit or approval issued by federal or state authorities for work in federal or state right-of-way located in the City. o. Evidence that all other utility providers in the area have been given notice of the excavation. Notice to utilities subject to Chapter 251 of the Tex. Utilities Code may be accomplished by providing the City with the reference number assigned by the notification center established pursuant to Chapter 251. The Company or its contractor shall notify a notification center established pursuant to Tex. Utility Code Chapter 251, prior to conducting any work in the right-of-way such as excavating, drilling, underground boring, jacking, or open cutting. P. A copy of the Company's traffic control plan and policy for work performed within the right-of-way. 3. Company may not begin construction until the location of new Facilities and proposed routing of the new construction or reconstruction and all 5I-10 required plans and drawings have been approved by the issuance of a construction permit, which approval will not be unreasonably withheld, taking due consideration of the surrounding area and alternative locations for the Facilities and routing. The Director may require a pre-construction meeting with the Company and its construction contractor. 4. Once a Utility Construction Permit is issued, Company shall give to the Director of Public Works a minimum of 48 hours notice before beginning work under the utility construction permit of the following: a. the reference number received from the notification center; b. the exact dates and time work will be performed under the utility construction permit; and C. the name, address and telephone number of the person who will perform the work, including a representative who will be available at all times during construction. The notice of work must be in writing and may be sent by facsimile transmission. 5. The failure of the Company to request and obtain a utility construction permit from the City prior to performing any of the above listed activities in, on or over any Public Rights-of-Way, except in emergency conditions provided for below, will subject the Company to a stop-work order from the City and enforcement action pursuant to the City's Code of Ordinances or state regulations. 6. If the Company fails to act upon any utility construction permit within 90 calendar days of issuance, the permit shall become invalid, and the Company will be required to obtain another utility construction permit. 7. The Company shall: a. maintain a copy of the Utility Construction Permit and approved engineering plans at the construction site available for inspection by the Director of Public Works at all times when construction or installation work is occurring; b. complete all construction work authorized by the utility construction permit in the time specified in the Utility Construction Permit, unless the Company has obtained an extension from the Director of Public Works; and C. provide the Director of Public Works access to the work and to 5I-11 such further information he may reasonably require to ensure compliance with the utility construction permit. 3.3 Construction Obligations A. Company is subject to the reasonable police power regulation of the City to manage its Public Rights-of-Way in connection with the construction, expansion, reconstruction, maintenance or repair of Facilities in the Public Rights-of-Way, or easements, pursuant to the City's rights as a custodian of public property based upon the City's historic rights under state and federal laws. Such regulations include, but are not limited to those as stated in this Section. 1. Company may be required to place certain Facilities within the Public Rights-of-Way or easements underground according to applicable City requirements absent a compelling demonstration by the Company that, in any specific instance, this requirement is not reasonable or feasible nor is it equally applicable to other similar users of the Public Rights-of-Way. 2. Company shall perform operations, excavations and other construction in the Public Rights-of-Way or easements in accordance with all applicable City requirements, including the obligation to use trenchless technology whenever commercially economical and practical and consistent with obligations on other similar users of the Public Rights-of-Way or easements. The City shall waive the requirement of trenchless technology if the Director of Public Works determines that the field conditions warrant the waiver, based upon information provided to the City by the Company. All excavations and other construction in the Public Rights-of- Way or easements shall be conducted so as to minimize interference with the use of public and private property. Company shall follow all reasonable construction directions given by the City in order to minimize any such interference. 3. In performing the work covered by the utility construction permit, the Company shall: a. follow the appropriate national safety code, as applicable, regarding design and construction procedures; b. compact the backfillings to a density of 95% standard proctor density, as determined by a testing laboratory so as to prevent settling when a trench lies under any City street, or within 18 inches of a City Street, and otherwise, to a density which meets the North Texas Council of Government specifications, as adopted by the City. C. install new facilities at 42 inches, or at a minimum depth approved 5I-12 by the Director of Public Works, with the following minimum clearances, except where the Director finds an alternate clearance can safely accommodate existing utilities. i. All conduit that crosses an existing sanitary sewer, or water main shall be buried under the existing pipes and shall have a two (2) foot minimum vertical clearance at the underside of the existing pipes. ii. All conduit that crosses an existing storm sewer shall have a two (2) foot minimum vertical clearance from the exterior face of the existing storm sewer. iii. All conduit that runs parallel to an existing storm sewer, sanitary sewer or water main shall have a three (3) foot minimum horizontal clearance from the exterior face of the pipes or manholes. d. ensure that the portion of the Right-of-Way in which repair work is conducted is, at all times and to the extent practicable, kept free of accumulating water; e. promptly remove from the Right-of-Way all earth, gravel, stone or other material excavated from the area of such repair work, which is not needed for fill material at that location; f. erect and maintain information signs of a size of three feet by three feet which state the identity of the person doing the work, telephone number and the Company's identity and telephone number at the location where construction is to occur 48 hours prior to the beginning of work in the right-of-way and shall continue to be posted at the location during the entire time the work is occurring; g. notify the Director of Public Works immediately of any damage to other facilities, either City or privately owned; h. ensure that newly installed facilities will not interfere with other facilities, in particular gravity dependent facilities; i. comply with city, state and federal guidelines for storm water management erosion control; and j. submit to the Director of Public Works a set of a stormwater pollution prevention plan(SWPPP) which has been submitted to the Environmental Protection Agency or Texas Natural Resources 5I-13 Conservation Commission or submit a copy of a letter to the EPA stating that the permit holder is not required to obtain such approval. k. If applicable, a four-foot vertical clearance below the bottom of the proposed stream bed or drainage facilities is required. The Company should contact the Director of Public Works to determine future improvements to the channel which may impact the cable alignment. 1. All trenches that exceed five (5) feet in depth shall meet OSHA requirements, and have a safety system and a safety program signed and sealed by a licensed professional engineer. 4. In performing work on Facilities within the Right-of-Way, the Company shall not: a. unreasonably interfere with the operation of other Facilities or equipment situated within the Right-of-Way, whether owned or maintained by the City or other utility providers; b. use dynamite or other explosives during the excavation without the prior written approval of the Director of Public Works; or C. remove locate flags from a location while Facilities are being constructed. 5. Except in Emergency Conditions, the Company shall abide by the following: working hours in the Rights-of-Way are 8:00 a.m. to 6:00 p.m., Monday through Friday. Work that needs to be performed after 6:00 p.m. Monday through Friday must be approved in advance. Any work performed outside these times must be approved 24 hours in advance by the public works department. Directional boring is permitted only Monday through Friday 8:00 a.m. to 6:00 p.m., unless approved in advance. No work will be done, except for emergencies, on City holidays. 6. The Company is responsible for: a. physically verifying the location both horizontal and vertical of all affected facilities, or, if required by the Director of Public Works, by hand digging or potholing, prior to any excavation or boring, with the exception of work involving only lane closures; b. obtaining line locaters from all affected utilities prior to any excavation. Use of the Geographic Information System or the plans of record does not satisfy this requirement; 5I-14 7. The Director of Public Works must approve in advance the placement of Pp all manholes and/or handholes. Handholes or manholes shall not be located in sidewalks, unless approved by the Director; and 8. Except in emergency conditions, the Company shall obtain prior approval of the Director of Public Works when a street or sidewalk cut is required, and comply with all requirements of the public works department for street cuts. 9. The Company shall not cut or open more than one-half of the roadway at any time in order to maintain the flow of traffic at all times. However, in an emergency or with the permission of the Director of Public Works, the total width of the roadway may be cut or opened provided barricades are placed at the first intersection each way from the cut and detour signs are erected. 10. Except in an emergency, all street closures or detours that will exceed 24 hours in duration shall be posted by a sign at least two days prior to the closure or detour. If a cut or opening in a street is left open after 6:00 p.m., a barricade or temporary fencing must be placed on both sides of the cut and flares or red or amber lights shall be placed in front of each barricade. In the alternative, the Company may cover the cut with steel plates. 11. In performing the work, the Company shall furnish and install the barricades, flares, and lights as necessary, and in compliance with the Texas Manual for Uniform Traffic Control Devices, as amended from time to time. In the event there is a conflict between the provisions of this ordinance and the provisions of the Texas Manual for Uniform Traffic Control Devices, the latter shall be controlling. 12. During the time the work is actually being conducted, the Company shall provide a flagger to alert the public to the work, when required by the Texas Manual of Uniform Traffic Control Devices or when required by a city inspector. 13. The Company may close a traffic lane on a major thoroughfare only between 8:30 a.m. and 4:00 p.m. unless the Director of Public Works grants prior approval. Arrow board is required on lane closures, with all barricades, advanced warning signs and 36-inch reflector cones placed in accordance with the Texas Manual for Uniform Traffic Control Devices. 14. Any work that may involve construction within the right-of-way adjoining a school within the City must be coordinated with the Director of Public Works so as to minimize traffic conflicts and street closures during school days. 5I-15 15. After completion of any work within the right-of-way, the Company shall return all flowlines and grades in the right-of-way to their original condition and shall complete restoration, which shall include, but not be limited to: a. Replacing all ground cover with equal to the type of ground cover damaged during work, or better either by sodding or seeding, as directed by the Director. b. Installing of all manholes and handholes, as required. 5I-16 C. Backfilling all bore pits,potholes, trenches or any other holes, unless other safety requirements are approved by the Director of Public Works. d. Leveling of all trenches and backhoe lines. e. Restoring excavation site to City specifications. f. Restoring of all landscaping, ground cover, and sprinkler systems that may have been damaged by the work. g. Removing all locate flags during the clean up process. 16. The Company shall complete restoration to the reasonable satisfaction of the City within 30 calendar days after completion of the work, unless otherwise extended by the Director of Public Works. Upon failure of Company to perform any such repair or replacement work, and five days after written notice has been given by the City to the Company, the City may repair such portion of the Public Rights-of-Way or easements as may have been disturbed by the Company, its contractors or agents. Upon receipt of an invoice from the City, the Company shall reimburse the City for the costs so incurred within 30 calendar days from the date of the City invoice. 17. Should the City reasonably determine, within two years from the date of the completion of the repair work, that the surface, base, irrigation systems or landscape treatment requires additional restoration work to meet pre- construction conditions or existing standards of the City, the Company shall perform such restoration work to the reasonable satisfaction of the City, subject to all City's remedies as provided herein. 18. Notwithstanding subsection 16 above, if the City determines that the Company's failure to properly repair or restore the right-of-way constitutes a safety hazard to the public, the City may, after providing notice to the Company, undertake emergency repairs and restoration efforts. The Company shall promptly reimburse the City for all costs incurred by the City within 30 calendar days from the date of the City's invoice. 19. If the Company fails to perform necessary restoration in accordance with the requirements of this section, all work in progress, except that related to the problem, which has been permitted but not complete may be halted and the City may place a hold on any permits not approved until all restoration is complete. 20. If the Company fails to diligently perform the work described in the 5I-17 permit, abandons the job, or for other reasons does not complete the work within a timely manner, the City, after giving notice to the Company, shall have the authority to take such action as is necessary to restore the right-of-way to a good and safe condition for the benefit and convenience of the public. If the failure to complete the work causes a safety hazard, the City shall commence restoration and shall notify the Company as promptly as possible after commencing work. Under these circumstances, the Company shall be responsible for all costs incurred by the City in restoring the right-of-way and shall make no claim against the City for any excess costs or expenses or damage incurred by the Company on account of the City's action. 3.4 Removal of utility facilities. A. The City shall have the right and may at any time order and require the Company to remove and abate any facility that the Director of Public Works determines is necessary to address a public health or safety emergency. If the Company, after notice, fails or refuses to act, the City shall have the power to cause the removal or abatement of the dangerous facilities at the Company's expense without liability for damages. The Company shall reimburse the City for all costs incurred. („ B. When required by the City for reasons of public safety, street vacation, widening, reconstruction, relocation or regrading, or installation, repair or maintenance of streets, drainage ways, sewer mains, water pipes, power lines, signal lights, or any other type of structures or improvements installed by the City on behalf of the public, the Company shall, at its own expense, disconnect, remove, and relocate from the right-of-way, any lines, facilities, or other improvements within 60 days of the date when ordered in writing by the City Manager, and the Company shall have no claim for reimbursement of costs or damages against the City, unless otherwise provided by State law. The 60 day limit shall not apply if the Director of Public Works has approved a different schedule. Facilities not moved after 60 days shall be deemed abandoned after the City gives the registration holder 30 days' notice. In such event, the City shall cause the Facilities to be removed and the Company shall pay the costs for such removal, together with any other costs the City incurs by reason of the Company's failure to remove the Facilities, including liquidated damages or other costs the City is required to pay. The Company shall pay such costs within 30 days of the date of the invoice from the City. Failure to pay such fees shall be cause for revocation of a Utility Construction Permit. 3.5 Enforcement. The City may refuse to issue a Utility Construction Permit or may revoke any such permit or ,, franchise already issued, and may terminate work in progress by Company which is not in compliance with the provisions of this Agreement. If the Company has not complied with these 5I-18 provisions in work performed pursuant to a Utility Construction Permit, the City may deny a subsequent application for such a permit or may impose modifications. Further,the City may deny issuance of a Permit in the event the applicant has not paid any fees owed. 3.6 Completed work. Within thirty (30) days of completion, the Company shall supply the City with redline drawing/field notes. Within sixty (60) days of completion of each new permitted section of Company's Facilities, the Company shall supply the City with a complete set of"as built" drawings for the construction segment. All drawings shall show the Public Rights-of-Way or easements, curb, and all utilities in relation to the fiber conduit and the dimensions of the Facilities. Where street, stream, or drainage channel bores were performed, a plan and profile view showing the depths of all obstructions is required. Company shall submit a complete set of "as built" drawings in a format prescribed by the Director of Public Works. The City may, at its discretion, accept in lieu of"as built" drawings, any reasonable alternative which provides adequate information as to the location and dimensions of Facilities in the Public Rights-of- Ways. 3.7 Executed Public Right-of-Way Use Agreement Company shall provide the Director with a fully executed copy of this Agreement upon submission of Company's Utility Construction Permit application. 3.8 Compliance With All City Ordinances Company agrees to comply with all federal and state law, City Ordinances and guidelines on construction in the Public Rights-of-Way or easements and such ordinances and guidelines the Company acknowledges it has either reviewed or had an opportunity to review. IV. COMPENSATION 4.1 Require So long as Company is certificated by the PUC to provide local exchange service, as provided by Section 283.055 of the Texas Local Government Code, Company shall pay the City a quarterly Public Rights-of-Way use fee ("Fee") calculated monthly and based upon(i) $1.18 for each residential Access Line, (ii) $2.70 for each non-residential Access Line; and (iii) $4.11 for each point-to-point Access Line. In the event the PUC should adjust the Fees, Company shall, upon 30 days' notice, commence paying the adjusted amount. 5I-19 4.2 When Due Company shall pay the Fee to the City on a calendar quarterly basis at the address provided in Section VII of this Agreement. The Fee shall be due within forty-five (45) days following the last day of each quarter. 4.3 No Local Exchange Service. In the event Company is not certificated to provide local exchange telephone service, Company shall pay a license fee to the City annually equal to $3.00 per linear foot of Facilities located within the Public Rights-of-Way, with the first payment due within 30 days from the Date Company loses its CTP status, and each year thereafter, on the same date. V. TERM This Agreement shall become effective on the date of its execution ("Effective Date"), and shall terminate upon the effectiveness of a City ordinance governing the use of the Public Rights-of-Way or easements by CTPs and other public utilities. VI. CABLE SERVICES AND OPEN VIDEO SYSTEMS PROHIBITED Company shall not provide Cable Services or an Open Video System through its Facilities or initiate construction of Cable System or Open Video System in the Public Rights- of-Way or easements without a franchise awarded by the City in accordance with the Act. VII. NOTICES Any notices required pursuant to the provisions of this Agreement or provided by the City or Company to the other shall be (i) hand-delivered to the other party or(ii) mailed through the United States Postal Service, postage paid, certified mail, return receipt requested, address as follows: TO COMPANY: TO CITY: TXU Communications Telecom Services City of Southlake d/b/a TXU Communications Attn: City Manager 321 North First Street 1725 E. Southlake Blvd. Lufkin, Texas 75901 Southlake, Texas 76060 5I-20 (W VIII. COMPLIANCE WITH LAWS Company agrees to comply with all federal, state and local laws, all ordinances, rules and regulations of the City, and all rules and regulation established by the Director of Public Works in order to protect the public health, safety and welfare. IX. NO WAIVER The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any rights that the City may have, either under this Agreement or to exercise any rights that the City may have, either under this Agreement or the law, shall not constitute a waiver of the City's rights to insist upon appropriate performance or to assert any such right on any future occasion. X. GOVERNING LAW AND VENUE This Agreement shall be construed pursuant to and in accordance with the laws of the United States of America and the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the terms of this Agreement, venue for such action shall lie exclusively in state courts located in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division, unless otherwise provided by law. XI. CONFERENCES At the request of either the City or Company, the City and Company shall meet at reasonable times and upon reasonable notice to discuss any aspect of this Agreement or Company's use of the Public Rights-of-Way or easements. X1I. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal or unenforceable by a final order entered by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. For purposes of this Agreement, a court order shall be final only to the extent that 11 available legal rights and remedies pertaining to such order, including, without limitation, all available appeals, have been exhausted. 5I-21 (tow XIII. HEADINGS NOT CONTROLLING Headings and titles that are used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 5I-22 �W XIV. ENTIRETY OF AGREEMENT This Agreement contains the entire understanding and agreement between the City and the Company as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the terms and conditions of this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties. CITY OF SOUTHLAKE: COMPANY: By. By. Billy Campbell Name: City Manager Title: ATTEST: By: Sandy LeGrand City Secretary APPROVED AS TO FORM: City Attorney: By: City Attorney 5I-23 City of Southlake, Texas --- - --- MEMORANDUM November 3, 2000 To: Billy Campbell, City Manager From: Charlie Thomas, City Engineer, extension 814 Subject: Award Bid for Town Hall Window Treatments Action Requested: Award the bid for window treatments for Town Hall. Background Information: Town Hall has approximately 150 windows that provide a lot of light fur the building. Even though the windows have double pane glass for energy savings, the sunlight creates significant heat at the windm,s. Horizontal PVC wood-look blinds have been selected for the windows. Bids will be received on Monday, November 6, 2000. A bid tabulation will be provided at the Council meeting. Financial Considerations: Anticipate bid to be within the budgeted amount. Citizen Input/ Board Review: Councilmember Potter has worked with the City Staff on the 1"MislWs Committee, which selected the window treatment. Legal Review: None. Alternatives: Award the bid or reject it. Supporting Documents: None Staff Reeomm dation: Please place on City Council Agenda for November 7, '2000 for Couiml consideration and approval. ar iAJ mas City Engineer 5J-1 City of Southlake, Texas i M11 M0RANDU11,1 November 3, 2000 I I I To: Billy Campbell, City Manager From: Charlie Thomas, City Engineer, extension 814 Subject: 'Traffic Management Bond Program, Resolution No. 00-104, authori_�i_►g int purchase of certain right of way for South Carroll Avenue and FNI f;'01% and Brumlow Avenue and SH 26 Action Requested: Approve Resolution No. 00-104, authorizing the purchase of' right of way for the Traffic Management Bond Program at South t 'arrol: Avenue and FM 1709 and Brumlow Avenue and SI1 20. Background Information: The citizens of Southlake approved the "Traffic Managcu►ent B(I"Id Program on May 1, 1999. On September 7, 1999 the City Cenuicil approved a professional services agreement with HNTB Corporatlwl f,•, the program management of the bond program. Part of' the progr.,11, management is the acquisition of the necessary right of way. As ,-Iesip:1 and plan preparations are completed on the different interseeti,;: improvements and bike and hike trails, the necessary right of way to L� acquired is determined by HNTB. HNTB then will ,Ieterntine the INK market value of the properties by establishing value r�nigcs has(- 1 011 comparable sales. It is, then, HNTB's responsibility to pursue the acquisili+)rt ui' this , i,,hl of way from the property owners. The estimated cost of the bond program prepared by the Cii� ;,all includes funds for right of way acquisition. i The City's current purchase policy requires the City C OMICil to act 1:1 01c each purchase contract that exceeds $15,000. The approval of ow, resolution will expedite the acquisition of right of way. i 5K-1 Financial Considerations: The total cost of the acquisition of right of way for the Traffic Management Bond Program is estimated to be $3,950,000. The estimated cost of right-of-way acquisition for these two projects is $600,000. Citizen Input/ Board Review: The TMB Steering Committee is reviewing the progress of these projects with Staff and HNTB. Legal Review: The City Attorney prepared the resolution. Alternatives: Authorize the purchase of all TMB right-of-way. Supporting Documents: Resolution Exhibit Staff Recommendation: Please place on City Council Agenda for November 7, 2000 for Council consideration and approval. la ieAl. as City Engineer 5K-2 RESOLUTION NO. 00-104 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, AUTHORIZING THE PURCHASE OF CERTAIN RIGHTS-OF-WAY FOR THE TRAFFIC MANAGEMENT BOND PROGRAM; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Southlake, Texas, establisher+ th, Traffic Management Bond Program that includes intersection improvements to n o l icc traffic congestion and inconveniences to the motoring public; and, WHEREAS, the Traffic Management Bond ("TMB") program also includes fu!u+in(J for off-road hike and bike trails; and WHEREAS, Southlake voters approved propositions supporting thw use initiativc i11 an election held on May 1, 1999 by substantial margins; and WHEREAS, the City Council has engaged the services N , I arofes Ji )I 1i consultant to manage the project to ensure timely completion of the I projects any 1 committed to completing the improvements as quickly as possible; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: Section 1. The City Manager or his designee shall be authorized to coordinate; with ct;c consultant to manage acquisition of certain rights-of-way. Such authorization , ',-III include identification of needed parcels or portions of parcels in conformance with E ; hibir A, negotiations with property owners, coordination with the title company to ensure sll.f,., are taken to acquire the property free of any encumbrances, and execution of �IppropriMe documents to purchase needed properties at fair market value. Section 2. The City Manager and/or his designee shall be authorized to determine iai, market value of the subject properties by establishing value ranges based on comp,ir,11 4( sales. In no case shall the City Manager authorize the purchase of any property I1r,t exceeds the value range established for the subject property without prior City C(m i w is approval. In no case shall funds be expended in excess of the total amount alloca!tt ! in the Traffic Management Bond program for acquisition of rights-of-way. Section 3. The City Manager shall provide reports to the City Council recpirdirn; .h(: expenditure of funds for TMB land acquisition, providing a detailed accounting of property acquired, value ranges established, and purchase price. 5K-3 Section 4. This resolution shall become effective after its passage and ;v loptioi I City Council. EXECUTED this day of_ , 2000. CITY OF SOUTHLAKE By: Mayor ATTEST: City Secretary 5K-4 SURVEY: OBEDIAH W. KNIGHT SURVEY A-899 R.O.W. DESC. FOR.HNTB PARCEL NO 1 LOCATION: SOUTHLAKE, TARRANT COUNTY, TEXAS SOUTHLAKE INTERSECTION RIGHT—OF—WAY ACQUISITION: IMPROVEMENTS PERM. STREET RIGHT—OF—WAY: 0.2534 AC. CARROLL AVE. dt SOUTHLAKE BLVD. WHOLE PROPERTY ACREAGE: 18.059 AC. CITY OF SOUTHIAKE DRAWING OF EXHIBIT "A" 1721 EAST SOUTHLAKE HLVD. SOUTHLAKE, TEXAS %6092 . EAST SOUTHLAKE BOULEVARD (F.M. 1709) A o 0'16,01 R — 11,394.16' P.O.B. L - 53.10' EXHIBIT S88'22'54"E 261.55' 171.71' N8�4 W -- 109.91 W N83'18'42W 14.31' o N44-04-18"W o `r I PROPOSED R.O.W.--- I Ow W I �. D �i z 11.1� Q I I fY" i. ANITA H. PRADE VOLUME 10315, PAGE 1256 p z I C) r Iu R = 07.81 " 0 I I fL (law = 80781' p L 110.66' N n EXHIBIT "A" I I PROPOSED VARIABLE WIDTH PERMANENT STREET RIGHT-OF-WAY 0.2534 ACRES (11,038 Sq. Ft.) I I 129.35' 00 I I N7'35'15"W 00 � I � I I I i I I I I, I � i p REVISED 1 1-01-00 SPOONER & ASSOC. _ REGISTERED PROFESSIONAL LAND SURVEYORS JOB N0. 85E of S DATE 0 60 80' 1 ' yr�� *Ro�9� COGO I-ILE: NONE ...:..................:... 856--CARROL-EASE SHAUN G. SPOONER ........ . ................ DRAWN BY L.`:.`;. GRAPHIC SCALE IN FEET 4183 �. 1" = 80' ftss� o``` 352 HURST BLVD. COMI'U I ED I3Y I .` �K_r, SUR HURST, TX 76053 rllf( 'i I) 1,y SURVEY: JOHN A FREEMAN SURVEY A-529 R.O.W. DESC. FOR HNTB PARCEL NO. 2 LOCATION: SOUTHLAKE, TARRANT COUNTY, TEXAS SOUTHLAKE INTERSECTION RIGHT-OF-WAY ACQUISITION: IMPROVEMENTS +I PERM. STREET RIGHT-OF-WAY: 0.4022 AC. CARROLL AVE. dt SOUTHLAKE BLVD. R WHOLE PROPERTY ACREAGE: 29.516 AC. CITY OF SOUTHLAKE DRAWING OF EXHIBIT "A.. 1721 EAST SOUTHLAKE BLVD. SOUTHLAKE, TEXAS 76092 P.O.B. 23.43' - - - EXHIBITS8J�'21'47"E EAST SOUTHLAKE BOULEVARD (F.M. 1709) - "A" --� 14.08' - I 00 S45'56'15"W I � I I � I I �- I � 31 OI W fU) �I D of I a �1 of I o SOUTH CARROLL/1709 Ltd.a. !+ 1 VOLUME 13242, PAGE 76 D.R.T.C.T. I I ` I N O j I 04 I M I I = 3*45*22" Et I L = 50.15' 0 100' ?(if) I ANITA H. PRADE I A - 549'42" VOLUME 10315, PAGE 1256 _—R = 835.00' GRAPHIC SCALE IN 1-1-1.1 D.R.T.C.T. I L = 84.94' 1" — 1 Uc)' I — EXHIBIT "A" PROPOSED VARIABLE WIDTH ,n PERMANENT STREET RIGHT—OF—WAY 0.4022 ACRES (17,520 Sq. Ft.) I o OF SHAUN G. SPOONER ) .....4................... •.,•,� 41 fi.5 .,.: Y S u v'4 + irr SPOONER & ASSOC. REGISTERED PROFESSIONAL Li N N LAND SURVEYORS 0 o JOB NO. 856 z - - S DA11: 10 COGO FILL: NON[ 22.00' ' s 856-CARROL-EAST- N88'18'48"W LOT I DRAWN 13Y l BLOCK 1 SK-6 0AK TREE ESTATES 352 HURST BLVD. COMP lTh I) HY I ' „•�n� a •:l lfll "I'l .,i 1 flllR':I', TX 7f106.� 1 r SURVEY: JOHN N. GIBSON SURVEY A-591 R.O.W. DESC. FOR. HNTB PARCEL NO. 1 LOCATION: SOUTHLAKE, TARRANT COUNTY, TEXAS SOUTHLAKE INTERSECTION RIGHT-OF-WAY ACQUISITION: IMPROVEMENTS PERM. STREET RIGHT-OF-WAY: 0.1286 AC. BRUMLOW AVENUE & STATE HIGHWAY 26 TEMP. CONSTRUCTION EASEMENT: 0.0821 AC. CITY OF SOUTHLAKE DRAWING OF EXHIBITS "A" & "B" 1721 EAST SOUTHLAKE BLVD. SOUTHLAKE, TEXAS 76092 LOT 4R 1 B P.O.B. BRUMLOW INDUSTRIAL DISTRICT EXHIBIT PHASE II 10.04' "B" 16.06' CABINET A, SLIDE 1965 N89'10'42"E N89'10'42"E � P.R.T.C.T. \ 1- CA 11 ` P.O.B. JOHN N. GIBSON SURVEY cr) ;` EXHIBIT ABSTRACT NO. 591 "A" C _1 1 m i)(, EXHIBIT "A" 16 FOOT WIDE 1,1 PERMANENT STREET RIGHT-OF-WAY 1 0.1286 ACRES (5,600 Sq. Ft.) 1 1 ' _ S EXHIBIT "B" I a) 1 �� 10 FOOT WIDE 1 1 c)v) TEMPORARY CONSTRUCTION EASEMENT C 0.0821 ACRES (3,575 Sq. Ft.) tj 1 1 O PROPOSED TEMPORARY EASEMENT-4 D PROPOSED PERMANENT R.O.W.—I LOT 4R ItC BRUMLOW INDUSTRIAL DISTRICT I rri (iiw PHASE II VOLUME 388-174, PAGE 19 P.R.T.C.T. I � MID CITIES READY MIX INC. VOLUME 10735, PAGE 230 D.R.T.C.T. 1 1 1 � 1 � I ' 1 1 ' 1 ' 1 ' I � 1 � 1 ' 1 Z its P1� W O ao A = 0'18'22" 1 R — 3.347.60' L = 17.88' A 0'11'27" N,xG\"" R = 3,347.60' 5, L - 11.15' 0 I 50'_ 1oo' ��. SPOONER & ASSOC. REGISTERED PROFESSIONAL GRAPHIC SCALE IN FEET LAND SURVEYORS 1" = 50' �p JOB NO. 856 tow, Sifgl�f S DATE: 10-31-00 ��(• r7:�` * fo.'9N COGO FILE: NONE ..:..................:... SHAUN C. SPOONER 856-BRU M LOW-EASE-1 ...................... s 183 DRAWN BY: E.S.S. 352 HURST BLVD. COMPUTED BY: E.S.S. 5K-7 SURV HURST. TX 76053 1- ('HF( Km I-1Y �, City of Southlake • • Department of Planning STAFF REPORT November 3, 2000 CASE NO: ZA00-056 PROJECT: High Point REQUEST: The Original request for this property was a zoning change to SF-20A and concept plan approval. An amended request has been made for a zoning change to SF- 20A single family residential district on the north 11.9 acres,SF-30 single family residential district on the south 2.8 acres and concept plan approval. ACTION NEEDED: 1. Conduct public hearing. 2. Consider second reading of the rezoning request and concept plan ATTACHMENTS: (A) Background Information (B) Vicinity Map (C) Plans and Support Information (D) Concept Plan Review Summary (E) Tree Preservation Analysis (F) Density Comparison with Southridge Lakes (G) Surrounding Property Owner Map (H) Surrounding Property Owner Responses (I) SPIN Report (J) Ordinance No. 480-349 (K) Blue Line Copies (for Council Members Only) STAFF CONTACT: Dennis Killough(Ext. 787) Case No. Agenda Item ZA00-056 7A BACKGROUND INFORMATION OWNER/APPLICANT: Ross Owen PROPERTY SITUATION: This is a 14.7 acre tract located on Shady Oaks Drive north of F.M. 1709. The property is surrounded on the north, west and southwest by Southridge Lakes residential development which is zoned SF-20A. One developed residential tract, zoned SF-IA, which is part of the same ownership, is located southeast of this tract. There are developed residential lots located directly to the east, across Shady Oaks Drive, which are zoned SF-lA. There are a scattering of trees on the west portion of the site. HISTORY: Other activity on this site includes the following: • Zoning (ZA86-065) AG to SF3, minimum one acre, was approved in January, 1987. • Preliminary Plat (ZA86-068) was approved in January, 1987 and expired since there was no final plat was filed. • SF-lA zoning was placed on the property in September, 1989. LEGAL DESCRIPTION: Tracts 3A, 3A1B, 3A2, 3E, 3E1, and a portion of Tract 3AlC, Littleberry G. Hall Survey, Abstract 686, involving 14.654 acres LAND USE CATEGORY: Low Density Residential and Medium Density Residential CURRENT ZONING: "SF-lA" Single Family Residential District REQUESTED ZONING: Original request proposed "SF-20A" Single Family Residential District. The Amended request proposes "SF-20A" Single Family Residential District on the north 11.9 acres and "SF-30" Single Family Residential District on the south 2.8 Ac. TRANSPORTATION ASSESSMENT: Thoroughfare Plan The Thoroughfare Plan recommends Shady Oaks Drive to be an undivided two (2) lane collector road with 64' of right-of-way (R.O.W.). This widening project is not funded at this time. The Concept Plan indicates that 32' of R.O.W. from the roadway center line will be dedicated. Existing Area Road Network The existing road is two (2) lanes with 22' of pavement. Case No. Agenda Item Attachment A ZA00-056 7A Page 1 The current traffic-cqunts:o>t Shad Oaks Drive: 24hr North Bound (NB) (1,602) South Bound (SB) (1,773) NB Peak A.M. (245) 8a.m.-9a.m. Peak P.M. (167) 3 .m.-4 .m SB Peak A.M. (350) 8a.m-9a.m. Peak P.M. (175) 6 .m.-7 .m. Traffic Impact The proposed development is projected to generate 201 trips per day. Shady Oaks Drive is operating at a LOS of"C". The intersection of Shady Oaks Drive and F.M. 1709 operates at a LOS of "E" during the A.M. and P.M. peak hours due to Durham Elementary school traffic. Trail System Master Plan The Trail System Master Plan recommends an Off-Road (Pedestrian/Bicycle) Trail on the east side of Shady Oaks Drive. WATER AND SEWER: An existing 12" waterline exists along Shady Oak Drive. An existing 8" sewer line exists on Love Henry Court. Both systems have the capacity to serve the proposed development. ESTIMATED IMPACT FEES*: Water $37,894.50 Assumes 21-1" meters r.. Wastewater $23,614.50 (Assumes 21-1" meters) Roadway $31,409.07 (Roadway Service Area 3) * Final Impact Fees are determined by the Building Services Department at the time of Building Permit Issuance.The fees shown above represent estimates prepared by the Planning Department. NOTICES: Twenty-eight (28) notices In Favor Opposed Undecided Attached letters Within 200 Notification Area 1 3 3 6 Outside 200 Notification area 1 1 P&Z SPEAKERS: In Favor Qualified In Favor Opposed Other 2 2 P&Z ACTION: July 20, 2000; Denied (6-0). COUNCIL ACTION: August 1, 2000; Tabled (4-0) on consent to the August 15, 2000, City Council meeting. August 15, 2000; Tabled (7-0) at the applicant's request to the September 19, 2000, City Council meeting. Case No. Agenda Item Attachment A ZA00-056 7A Page 2 September 19, 2000; Tabled (7-0) at the applicant's request to the October 17, 2000, City Council meeting. October 17, 2000; Approved (7-0) First Reading to allow amended request subject to Concept Plan Review Summary No. 4, dated October 13, 2000, and subject to the following: • allow setback variances as follows: Lot 1, Block 1, 20' along Shady Oaks; Lots 10 & 11, Block 1, 15' along east side adjacent to Edward Court; and Lot 2, Block 2, 30' along west side adjacent to Edward Court; • accept applicant's willingness to provide 4' sidewalk connecting Shady Oaks to Southridge Lakes through this development; • accept brick/wrought iron fence and 50' drainage landscape easement along Shady Oaks (not required by ordinance). STAFF COMMENTS: Attached is Revised Concept Plan Review Summary No. 4, dated November 3, 2000. The applicant is requesting the following variances: • Reduction in the building setback along the side street of certain corner lots. (RE: Ord. 483, Sect. 8.01H); A variance may be granted as set forth in Ordinance 480, Section 4, page 4-22, drawing no. 4 which permits approval of a reduction down to the district side yard requirement of 15'. �r The Planning and Zoning Commission had the following concerns: • The land use designation being both low density and medium density; • Applicant did not hold a SPIN meeting; • S171 zoning would provide a better buffer between the existing SF-20 zoning properties to the north and west and the low density properties to the south and east. • The higher density development would negatively impact the school and traffic on Shady Oaks Drive. Since the Commission's action on this item, the applicant held a SPIN meeting. Please see the SPIN report included in your packet. The Commissions action was taken on a request for "SF-20A" zoning on the entire site. The applicant has amended their request to "SF-20A" on the north 11.9 Ac. and "SF-30" on the south 2.8 acres. Due to the recommendation for denial, by P&Z, a super majority vote of approval is needed. NACommunity Development\WP-FILES\MEMO\2000cases\00-056ZC.doc Case No. Agenda Item Attachment A ZA00-056 7A Page 3 v Vicinity Map High Point Addition �P ! I A.* Cf R ». acroa T10N I �ypt)N ESTATES W _ CWENS S fay I ' Y I v rN S All 5 i R�KEN�PryY ���PV sE ES P I E ES I ! PC G M1 P 0.�N PDT 2000 0 2000 Feet N W E S Case No. Agenda Item Attachment B ZA00-056 7A Page 1 iI, t a ix, t bilk viePi t ♦� E}j s w ( fig, I: I I I , I I I I Ila is �t �iv� it 1 i1siII- iI 33 V�Q J = EAal }- : l ! F e -R. al R d tli �„ } 1 If d fill l i�< � 1I �♦E nz ; � I ii � � m w wU I�°m Jill R J aa - ;ae : ■ -2 e d� JAI! if {{ 1P. I E l as ��d Jag +� a�E �.1 I a is s Z G� 70E � ljlli '# ifiiiiiiil; � } `A11t� 1ii' I iE �t: � # �� U Cw/7 aU, �.,z $$ I 8 !li ♦ • iI+ ai ,il, ' a afit !iI 1 , 111E I i1;1 U:.i! 111151#I 1 ! 1 1E o . I in t 3x 4K p - . -♦� Y,r� A I�Y�R f e1 7lf�1t ageEj y a l 1lf l j N2 - -----fi-..wI Lq 8 - ---,.1—� —�-�� arJ arres ro•r s as � "-'" i fat _ � �� � i — �� �-•� /— -- '-- ' Jul 01 § a 1 E afla3l If "` NOT(Oyi'R, $` yg� Ny��'151.03 B y F Ai I Case No. Agenda Itemi; ,1 W I a c iE� C ZA00-056 g 7A ��=g 1 I; _ CONCEPT PLAN REVIEW SUMMARY Case No: ZA 00-056 Revised Review No: Four Date of Review: 11/03/00 Project Name: Concept Plan for SF-20A and SF-30 Zoning—High Point APPLICANT: ENGINEER: Ross Owen Washington&Associates, Inc. 480 Shady Oaks 500 Grapevine Hwy, Suite 375 Southlake,TX 76092 Hurst, TX 76054 Phone: (972) 365-0265 Phone:(817) 485-0707 Fax: (817)485-4106 Attn: Jackey Fluitt CITY STAFF HAS REVIEWED THE ABOVE REFERENCED PROJECT RECEIVED BY THE CITY ON 10/12/00 AND WE OFFER THE FOLLOWING STIPULATIONS. THESE STIPULATIONS ARE HEREBY MADE CONDITIONS OF CONCEPT PLAN APPROVAL UNLESS SPECIFICALLY AMENDED BY THE CITY COUNCIL. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER CLARIFICATION,PLEASE CONTACT DENNIS KILLOUGH AT(817)481-5581,EXT. 787. 1. A 35'building setback line is required on both street frontages for a corner lot. Label the east building line on Lot 1, Block 1. Also,the applicant is requesting the following building line reductions along the side streets of corner lots: Lot 1, Block 1 — a 15' reduction (20' building line) Lots 10 and 11, Block 1 - a 20' reduction to (15' building line) Lot 2, Block 2 - a 5' reduction (30' building line) (Variance requested under provisions of Ordinance No. 480, Section 4,page 4-22, drawing no. 4 which permits approval of a reduction down to the district side yard requirement of 15 P&ZACTION: July 20, 2000, denied(6— 0). CC ACTION: October 17, 2000;Approved(7-0)First Reading to allow amended request subject to Concept Plan Review Summary No. 4, dated October 13, 2000, and subject to the following: • allow setback variances as follows:Lot 1, Block 1, 20'along Shady Oaks;Lots 10 & 11, Block 1, 15'along east side adjacent to Edward Court; and Lot 2, Block 2, 30'along west side adjacent to Edward Court; • accept applicant's willingness to provide 4'sidewalk connecting Shady Oaks to Southridge Lakes through this development; • accept brick/wrought iron fence and 50'drainage landscape easement along Shady Oaks (not required by ordinance). Case No. Agenda Item Attachment D ZA00-056 7A Page 1 * Please note that this request has been amended since appearing before the Planning and Zoning Commission. The Original Request was for "SF-20A"zoning only. The amended request proposes "SF-20A"zoning for the north 11.9 acres and "SF-30"on the south 2.8 acres. * The applicant should be aware that prior to issuance of a building permit, a Plat must be processed and filed in the County Plat Records, a developer's agreement approved and all infrastructure improvements accepted by the City and all required fees paid. Required fees may include but not be limited to the following fees: Park Fee, Impact Fees, Tap Fees, and related Permit Fees. * It appears that this site includes a portion of the Robert R Owen tract to the south. All of that tract must be included in future plats submitted for this development. * Denotes Informational Comment cc: Ross Owen Kosse Makus Jackey Fluitt VIA FAX: ABOVE NXOMMUNITY DEVELOPMENT\WP-FILES\REV\2000\00-056CP2.DOC Case No. Agenda Item Attachment D ZA00-056 7A Page 2 TREE PRESERVATION ANALYSIS • (Residential Subdivision Development) Case: 00-056 Date of Review: 6—22 - 00 Number of Pages: 2 Project Name: High Points Estates (Rezoning/Concept Plan)Resubmittal #2 OWNER: PREPARED BY: Ross Owen Washington& Associates, Inc. 480 Shady Oaks 500 Grapevine Hwy. Suite 375 Southlake, TX 76092 Hurst, TX 76054 Phone: (972) 365-0265 Phone: (817) 485-0707 Fax: Fax: THIS ANALYSIS IS PREPARED AT THE TIME OF REVIEW OF THE ABOVE REFERENCED PROJECT AND IS TO PROVIDE AN ANALYSIS OF THE PLAN OR SURVEY AND THE IMPACT OF CONSTRUCTION ON ANY PROTECTED TREES ON THE SITE. FOR ANY QUESTIONS OR CLARIFICATION CONTACT KEITH MARTIN, LANDSCAPE ADMINISTRATOR AT (817)481- 5581 EXT. 848. TREE PRESERVATION COMMENTS: 1. The applicant submitted a Tree Survey with the submittal of the Concept. The Tree Survey can be used in place of the require aerial photograph to determine the amount of existing tree cover being removed and the location of quality trees. 2. The construction of the two cul-d-sacs will remove approximately twelve (12) trees. The largest of the trees is a Hackberry. Most of all of the remaining trees are located on the innermost portions of the home lots and not in Drainage & Utility easements. Additional trees will need to be removed when homes are built on the lots. 3. If possible, install all water and sewer lines in the R.O.W. and in easements that are clear of trees in and around them. Particularly referencing the line between Lots 9 &10, and Lot 21. Please check with the City Engineering Staff for an alternative route for the line. 4. Residential Subdivision: In a residential subdivision, all protected trees that the Landscape Administrator determines must be altered in order to install utility lines within public R.O.W. or utility easements or drainage easements as shown on an approved Final Plat, or to achieve the cut/fill drainage as designated on the master drainage construction plan, shall be exempt from the tree replacement and tree protection requirements listed in Sections 7 and 8 of the Tree Preservation Ordinance. Any protected trees within these areas that the Landscape Administrator determines do not have to be altered shall be subject to the tree protection requirements listed in Section 8 of the Ordinance, but not to the tree replacement requirements listed in Section 7 of the Ordinance. All other areas of the subdivision shall be subject to both the tree replacement and the tree protection requirements, and all other provisions of the Ordinance. Case No. Agenda Item Attachment E ZA00-056 7A Page 1 * All requirements and regulations of the Tree Preservation Ordinance 585-B, apply to the entirety of this site. Please be aware of the penalties of not applying the tree preservation protection methods required by the Tree Preservation Ordinance 585-B. Case No. Agenda Item Attachment E ZA00-056 7A Page 2 �181 Comp�j'�son Total Area (fin Acres LS Open Space Density Southri qe Lakes Phase 1 54.661 71 286,355/6.574 Acres 1.298 Phase 11 36.711 61 0 1.661 Phase III 7.072 12 0 1.697 Phase III- 1 18.282 30 0 1.641 Phase III-2 10.594 18 0 1.699 Phase IV-1 25.46 41 0 1.61 Phase IV-2 6.64 11 0 1.656 Phase V -1 10.76 16 0 1.487 Phase V-2 25.177 43 0 1.708 Phase VI 30.891 53 0 1.715 Phase VII 20.41 M 1 1.47 246.658 Acres 386 Lots 6.574 Acres 1.565 Lots/Acr. fthpoint Estates All Phases 17.982 Acres 22 Lots .6 Acres 1.223 Lots/Acr. L Open Space Per Lot Comp. 'inn South Ridge Lakes 6.574 Acres/386 Lots .017 Acres Open per Lot HighPoint Estates .6 Acres/22 Lots .027 Acres Open per Lot Average Lot Size Comparison Southridge Lakes 246.658 Acres for 386 Lots .639011 Acres per Lot Highpoint Estates 17.982 Acres for 22 Lots .817364 Acres per Lot L Case No. Agenda Item Attachment F ZA00-056 ?A Page 1 (law Surrounding Property Owners High Point LA 0 9 E, 0 1 2 3 4 5 6 7 8 11 30 12 29 28 27 13 26 5 14 4 3 22 20 18 17 16 21 16 Property Owner Zoning Land Use Description AcreaEe 1. G.Stengem 1. "SF-20A" 1. Medium Density Residential 1. 0.49 acres 2. S.Weatherspoon 2. "SF-20A" 2. Medium Density Residential 2. 0.46 acres 3. R. Howard 3. "SF-20A" 3. Medium Density Residential 3. 0.46 acres 4. D. Stropes 4. "SF-20A" 4. Medium Density Residential 4. 0.46 acres 5. M.Varnell 5. "SF-20A" 5. Medium Density Residential 5. 0.46 acres 6. J.Vitali 6. "SF-20A" 6. Medium Density Residential 6. 0.46 acres 7. D.Fink 7. "SF-20A" 7. Medium Density Residential 7. 0.47 acres 8. D. Sellari 8. "SF-20A" 8. Medium Density Residential 8. 0.64 acres 9. M.Skaggs 9. "SF-20A" 9. Medium Density Residential 9. 0.64 acres 10.P.Bruton 10. "AG" 10.Low Density Residential 10. 1.00 acres 11.R.Mooney 11."SF-IA" 11.Low Density Residential 11. 0.97 acres 12.M.Prestjohn 12."SF-IA" 12.Low Density Residential 12. 1.83 acres 13.M.Benton 13. "SF-IA" 13.Low Density Residential 13. 1.79 acres 14.M.Wayland 14. "AG" 14.Low Density Residential 14.5.00 acres 15.W.Evans 15."AG" 15. Medium Density Residential 15.2.83 acres 16.W.Evans 16."AG" 16.Medium Density Residential 16. 1.00 acres 17.R.Owen 17. "SF-IA" 17.Low Density Residential 17. 1.00 acres 18.R.Owen 18. "SF-IA" 18.Low Density Residential 18. 1.13 acres 19.R.Owen 19."SF-IA" 19.Low Density Residential 19. 1.63 acres 20.B.Barrington 20. "SF-20A" 20.Medium Density Residential 20.0.50 acres 21.N.Conner 21. "SF-20A" 21.Medium Density Residential 21.0.59 acres 22.J.Huggins 22."SF-20A" 22.Medium Density Residential 22.0.59 acres (6w 23.T.Thach 23."SF-20A" 23.Medium Density Residential 23.0.46 acres 24.G.Woods 24."SF-20A" 24.Medium Density Residential 24.0.46 acres Case No. Agenda Item Attachment G ZA00-056 -7A Page 1 25.R.Dunkel 25."SF-20A" 25.Medium Density Residential 25.0.59 acres 26.W.Hickey 26. "SF-20A" 26.Medium Density Residential 26.0.68 acres 27. S.Laux 27. "SF-20A" 27.Medium Density Residential 27.0.46 acres 28.R. West 28."SF-20A" 28.Medium Density Residential 28.0.46 acres 29.A.Humphrey 29."SF-20A" 29.Medium Density Residential 29.0.55 acres 30.R.Bair 30."SF-20A" 30.Medium Density Residential 30.0.55 acres NACommunity Development\WP-FILES\NOTICE\2000 Exhibits\00-056.doc (40w Case No. Agenda Item Attachment G ZA00-056 ?A Page 2 Surrounding Property Owner Responses High Point NO. OF NOTICES SENT: Twenty-eight(28) RESPONSES RECEIVED: Seven (7) responses were received within the 200' notification area: • Robert J. Bair, 1006 Brazos Drive, Southlake, Texas, in favor. "This looks like an excellent plan with large lots that will add to the value of this area." (Received July 11, 2000) • Stephen Weatherspoon, 615 Llano Court, Southlake, Texas, undecided about. "Concerned how runoff will be drained from new lots 6 - 9 without draining into lots 72 - 76. Architectural standards not specific." (Received July 11, 2000) • Robert Mooney, 581 Shady Oaks, Southlake, Texas, undecided. See attached letter. (Received July 13, 2000) • Daniel L. Fink, 603 Llano Court, Southlake, Texas, undecided. See attached letter. (Received July 17, 2000) • W.L. Hickey, Jr., 305 Bandera Court, Southlake, Texas, opposed. "I enjoy the quietness of the neighborhood. Do not want the noise and clutter of construction. Spoils the beauty of the neighborhood." (Received July 17, 2000) • Doreen L. Bruton, 583 Shady Oaks, Southlake, Texas, undecided. "The children from this proposed subdivision and surrounding homes on Shady Oaks would like to be able to walk to school. Please consider putting sidewalks on Shady Oaks so our children don't have to walk to school in the ditch. Thanks!" (Received July 18, 2000) • Albert & Vicki Humphrey, 1008 Brazos Drive, Southlake, TX, in favor. See attached letter. (Received October 20, 2000.) Two responses were received from outside the 200' notification area: • Bill Stone (SPIN #13 Representative), 1508 Pecos Drive, Southlake, Texas, opposed. See attached letter. (Received July 19, 2000) Case No. Agenda Item Attachment H ZA00-056 7A Page 1 • Ronald T. Stacy, 330 North Shady Oaks Drive, Southlake, TX, in favor. See attached letter. (Received October 20, 2000.) NACommunity Development\WP-FILES\NOTICE\2000 Exhibits\00-056responses.doc Case No. Agenda Item Attachment H ZA00-056 7A Page 2 07/13/2000 02:40 9729334611 SIERRA SPRINGS PAGE 01 ,Ae., 4 _'eta a• r F 2o�q -�y� �.ti .�t�'' ..�►� r,-i,�c-C, Lorrt�dG��W+~' -L'�' ..'�' sir s�+Av� OAKS 60014LAK6,?x Case No. Agenda Item Attachment H ZA00-056 7A Page 3 July 10, 2000 �-- Planning and Zoning Commission City of Southlake 1721 E. Southlake Boulevard Suite 100 Southlake, TX 76092 Pursuant to the attached notice, I respectfully submit the following questions on project ZA 00- 056. • (1) Please describe the minimum and maximum lot sizes in "acres." (2) Please define what type of permanent fencing or partitions will be erected on the north side of the development, separating the new development from the current homes on Llano Court in the Southridge Lakes development. (3) Please define the grading and drainage plans for this development. (4) Please define the deed restrictions that will be actively enforced in this development, including minimum landscape requirements, fencing limitations, and other restrictions. Please provide a draft copy of these restrictions for review. (5) Please define the facing of the homes and garages in this development. Will garages be side, rear or front entry (from street) ? (6) Please define whether this development is considered high density or medium density housing. (7) If the project is approved, please define what requirements the developer has to control noise, appearance and issues such as rodents (from the existing fields) during the improvement and construction phases of the project. What role does the City play in monitoring compliance to such requirements? To whom do existing residents express concerns about violations of such requirements during the project development? (8) Please define any elements of this development that, although they may meet Southlake standards and codes, might be considered uncharacteristic of residential development commonly observed in Southlake. (9) Please define the minimum number of feet from any home in this development to the "back" of that same home's property line (lot). In other words, what is the minimum depth of a home's "back yard" in this development. (10) Please define what plans the developer has for developing the common areas. 01) Please define what plans the developer has for addressing the current mature pine tree cove locCase No axcd °n the property. Agenda Item Attachment H ZA00-056 7A Page 4 (12) Please define the anticipated completion date of this project and the pro jected MINIMUM price of a single home in this development. Thank you for your consideration. S' cerely, Dintel L. Fink cc: Mr. Ross Owen, Owner/Developer Washington & Associates, Engineers/Planners Case No. Agenda Item Attachment H ZA00-056 7A Page 5 Albert&Vicki Humphrey 1008 Brazos Dr. Southlake, TX 76092 817-424-1490 October 17, 2000 City Council City of Southlake Southlake, TX 76092 RE: Zoning of Highcrest Estates To Mayor Stacy and the City Council Members, This letter is in support of the plat proposed by Mr. Kosse Maykus reflecting the residential development of the Owens property located on Shady Oaks. We are also in support of the zoning change that will allow him to go forward with the development. Over the summer, we were notified of the proposed development of the property belonging to Mr. Ross Owens. We believe the plat proposed by Mr. Maykus, one entrance with several cul-de-sacs, is preferable to the plat presented this summer, with two long streets ending in cul-de-sacs. We also prefer the reduced number of lots. We appreciate Mr. Maykus making a point to meet with the homeowners who are directly connected to the property. It is our understanding that Mr. Maykus was not required to meet with us, but did so because he wanted to do the right thing. The meeting was supposed to last for one hour. He stayed for almost two hours, missing his son's football game, in order to answer our questions. If he handles the development in the same manner, we will all probably be very pleased with the results. Sincerely, Vicki Humphrey Albert Humphrey RECD OCT 2 0 2000 Case No. Agenda Item Attachment H ZA00-056 7A Page 6 Chris Carpenter crom: Bill Stone [wmstone@yahoo.com] (ant: Wednesday, July 19, 2000 1:23 PM To: ccarpenter@cityofsouthiake.com Subject: ZA 00-0056 Dear Mr. Carpenter: I am the representative for SPIN 13, and it is my understanding that a public hearing on this topic(ZA 00-056, "A Concept Plan for High Point")will be held tomorrow night at the Planning and Zoning Commission meeting. Unfortunately, I can not attend. I would ask, however, that it be entered ihto the record that I have never been contacted by the owner/developer/engineers of this property and, therefore, I am opposed to the requested change in zoning from SF-1A to SF-20A. Thank you. Bill Stone, 1508 Pecos Drive, Southlake, TX 76092 Do You Yahoo!? Get Yahoo! Mail - Free email you can access from anywhere! http://mai1.yahoo.com/ (W Case No. Agenda Item Attachment H ZA00-056 7A Page 7 Oct 17 OO 12:02p Stacy Furniture 817-488-5289 p.2 October 17, 2000 Dear Mr. Maykus, Thank you for taking the time to show me the revised plan for developing • the Owens's property on Shady Oaks Dr.. 1 am pleased to see that you have reduced the number of lots/homes for this development. I am also pleased that you have changed the plan to only have one entrance"that now aligns with "Love Henry Court". Mr. Maykus, we all know that traffic is a problem on Shady Oaks Dr.,and we all would prefer as much open space and farm settings in our community as possible. However, this land will be developed at some point in time and I am proud of the City Council for demanding a better plan than was originally submitted. Selfishly, I am particularly happy that the 3.5 acre tract adjacent to me will remain in tact. Once again,I thank you for your willingness to get support and input from the neighbors surrounding this development, and I greatly appreciate the City Council's devotion to holding developers to a very high standard. Therefore, I have no objection to the revised plan for developing Mr. Ross Owens's property and you have my full support. Good luck, get it done quickly so we can start collecting those tax dollars. Respectfully, WCU OCT 2 0 2000 Ronald 1'. Stacy 330 u shady&45 be. laM X0 z Case No. Agenda Item Attachment H ZA00-056 7A Page 8 a..-- Z. %_�na #_ [I 2000 SPIN Meeting Report Form Meeting Date: August 3, 2000 Meeting Topic and Description: oaAlT' .0 7 0 N1 0A/1 CAX4 E ;3-/ /?055 , Su�GE,�JE•tn�+3 5y 0.4,,, 0 91-4wh •y-mW, 77Vr,- 5^4 c.,L 61RVcu?111j $E S 1 DC-A-f s nON xo✓c t.v ey CoaZT; WF,e e CoNCe)e41C7 j tU�y-r! �OT�yr�� G. bQ.�-„✓k E r?GoP �,�r5 co.�•�e,r3un�vg 70 -IrL-19 O�tIE d�N ,CLDoc�•�/c� CDi+/r�,7`J0�1/. A7T/G rlf,4-N _0'1► -7' 77k,-y it/c,2e ✓ERy Azo g a r Grr,,v'g 14 346-r.I C-F Pr- A b A E 0 7 iO4hie7y ✓�¢t-c1 5 , ovGy AVO P4&1(Lq PZ041 ur+NO C-r o7-r}-,P_ -rr�ti�vyouKS 7�uc.y� Rvsf5 'W ,¢; JcC• 7 -y tV�rRE "Al ojo-'#00 917-,4VA/ t3t-Ci4tjS6: 4Y Try r,*fC- 0E- �u� 70.04/6'ParyI 7 y Q y .fib o, 7T� jV&je a YT PAS ' � Wrf 5. ZO/NE 4 AoR_ / 4CRC- CAT S 'aiVa "Jay �,ec'�ye�-� Featured S eakers:'�o55 ° 5 ! ` ��� A1#5tJN47DN P Number of neighbors attending: 8 Location of meeting: levr,49i14E tftA4E:� cLu73 wvac'e Si yIVS V0R&Ti e&1t> *A/4� 4S70-b T,/ Notification Process: EL EC5 �,r�7�e,7yu7�� 7v A DD•+✓¢ YRotLiwr-ics Follow-Up Information: t�L'k Bill Kyle, SOW 13 Liaison Case No. Agenda Item Attachment I ZA00-056 7A Page 1 w oC i , � yr G. 2 PC PC v J J d o d Q � � 0 � a d � � v CX Cl o � v N H �b v _ � a �--� N M qIT tn �O l- 00 ON O N q N 1 %0 [� 00 Q1 .-- Case No. I ZA00-056 7A Page 2 2000 Neighborhood Meetin g 4 ► Report Form SPIN Neighborhood # 13 Meeting Date 10 /12 /00 Meeting Topic and Description: High Point Addition — Initially there were predominantly three (3) issues regarding the proposed development: Runoff, Fencing Type, and Tree Preservation. Mr. Maykus explained in detail the drainage plan and meeting participants seemed to be comfortable with the plan in this area. Mr. Maykus also explained the fencing plan with the participants, and once again seemed to address the concerns of the participants. Finally, Mr. Maykus reviewed the City's tree preservation program regarding tree preservation. Mr. Maykus also committed to construct hike and bike trail improvements adjacent to the development. Mr. Kyle felt that the expressed concerns were satisfactorily addressed and participants had an increased comfort level with the development plan. After the meeting there was no expressed opposition to the plan by the meeting participants. Featured Speakers: Kosse Maykus, Developer; Bill Kyle, SPIN Neighborhood Liaison and meeting host (SPIN #13 Representative Bill Stone was out of town); Steve Lakin, President of Stone Lakes Homeowners Association. Number of neighbors attending: 12 Location of meeting: Southridge Lakes Clubhouse Notification Process: (ie:flyer mailed, hand delivered, calls, city publications, etc) Flyers were distributed to neighborhood residents. Signature Case No. Agenda Item Attachment I ZA00-056 7A Page 3 CITY OF SOUTHLAKE, TEXAS ORDINANCE NO. 480-349 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 LEGALLY DESCRIBED AS TRACTS 3A, 3A1B, 3A2, 3E, 3E1, AND A PORTION OF TRACT 3A1C, LITTLEBERRY G. HALL SURVEY, ABSTRACT 686, BEING APPROXIMATELY 14.654 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "SF-1A" SINGLE FAMILY RESIDENTIAL DISTRICT TO "SF-20A" SINGLE FAMILY RESIDENTIAL DISTRICT AND EXHIBIT "B" FROM "SF-1A" SINGLE FAMILY RESIDENTIAL DISTRICT TO "SF-30" SINGLE FAMILY RESIDENTIAL DISTRICT AS DEPICTED ON THE APPROVED CONCEPT PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "C", 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 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 Case No. Agenda Item Attachment J ZA00-056 7A Page I 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 "SF-lA" Single Family Residential District 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 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 Case No. Agenda Item Attachment J ZA00-056 7A Page 2 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 Case No. Agenda Item Attachment J ZA00-056 7A Page 3 amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being Tracts 3A, 3A1B, 3A2, 3E, 3E1, and a portion of Tract 3A1C, Littleberry G. Hall Survey, Abstract 686, being approximately 14.654 acres, and more fully and completely described in Exhibit "A" from "SF-lA" Single Family Residential District to "SF-20A" Single Family Residential District and in Exhibit "B" from "SF-IA" Single Family Residential District to "SF-30" Single Family Residential District as depicted on the approved Concept Plan attached hereto and incorporated herein as Exhibit "C". 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 Case No. Agenda Item Attachment J ZA00-056 7A Page 4 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 �r 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 Case No. Agenda Item Attachment J ZA00-056 7A Page 5 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 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 , 2000. MAYOR ATTEST: CITY SECRETARY (bW Case No. Agenda Item Attachment J ZA00-056 7A Page 6 PASSED AND APPROVED on the 2nd reading the day of , 2000. MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY DATE: ADOPTED: EFFECTIVE: Case No. Agenda Item Attachment J ZA00-056 7A Page 7 EXHIBIT "A" d,- oo*k btwt, POV4;,or 1nt of 60 lboahO A ft L 9 11 U SlJR r. Ab*ad Na tk -40 & aW.b go &ad 4,knd doNOW of a 17.9W apd 1r d 10 Per 54 um O.T. OW ,a pa►lbi of flat ftd oI bw c ad in of as k" � � . 0 .+ p' .'; for scr�ttivwea# carver of acrid f ` startMr" Modr ' t1k G+YtS FMK 1. aaQaedv ib rrtar` no lad # V&ivt 4 Aida aetd W, of #W P*.'Novm,k Taa++ W �. Tom ii aIA#= 40 31 am Ids iK 4(W1 hit , aw am( Ow of add SWn*= LMW - pw it m rpow oor 3 40 &V so 37 0 uimofi r W, 1T3. hset_to s paw Now lv r«t M&&*a Ju 0wa 6 651.E- a: e S oG #d si000eFir ff _a Prxv 3 0 dorm 40 Gov 33 oeOM& & 13M fog b a Pont; i t S 37 �tIgo } #i.fit a cav to fe Jett. e mow at a o/ lai r l0. ai Me 6K a of 57.32 ibet gY1dt a rhiatt S is *000 pow* W, I ful het* Thaw an 4ft of t 11M !feat to a *ftl of# A-' uatis #Atr + M1pir of1 d 16 rairwbs 33 Womft is Mft i at ' chord S 75 37 mr tI ivy K iu Thom V at -of AM he op e Iraq #1ww S M dwm #f a#ft*x 31 seoeaoht 1K°:MS,W to a p Thaw'5 30 �'ft7 W 3.8 J .1tkfl0." to fe PdMT OF 8t`W04 OW c ftW*V f lAl oar at b wl onm 100i MO a oo-ter.Jam Case No. Agenda Item Attachment J ZA00-056 7A Page 8 EXHIBIT "B" o. . `: of Ad ON%k fr-Aot.ot io `t it L a Nit SUM, Ab**d Pa Tires:vowaii Ftow in M" if**MA lost son t i� air r . li+ +aa+c+rir�g . ot ti = � ti Tom i t Ax P" �N. 1 r Mw�&W *#-,isf said aXM*W ` L4M -- bow . ' a ' of lw vow #r fr d^ rat O CM" of 57,E firet< ow 0 A �ha�d iwboo r �rir tBt OR 4M of lx f* 10 a„pint; VJMW N.S W 31"' tit s ooIds F SOP to a POK S V o 27 noWl 0 1$ & M03"i4 b-o pint; 50 *won* E 17914 *W to OwPW OF Sir+ ►d o owfti*9 2.7W or r of W4 (f r 44 min or has. Case No. Agenda Item Attachment J ZA00-056 7A Page 9 (Vaw EXHIBIT "C" 11 Li;. 1ipl A it jp j�j III 7- -r -ti . I f. z ffj� E 4 "s -1� i 15A i P. j! i-r 24� Mv qP re Case No. Agenda Item Attachment J ZA00-056 7A Page 10 r City of Southlake • • o Department of Planning STAFF REPORT November 3, 2000 CASE NO: ZA00-093 PROJECT: St. Laurence Episcopal Church REQUEST: On behalf of The Episcopal Diocese of Fort Worth, Arthur Weinman, Architects, is requesting approval of a site plan for St. Laurence Episcopal Church. ACTION NEEDED: 1. Conduct public hearing. 2. Consider site plan request. ATTACHMENTS: (A) Background Information (B) Vicinity Map (C) Plans and Support Information (D) Site Plan Review Summary (E) Developer Comments (F) Surrounding Property Owner Map (G) Surrounding Property Owner Responses (H) Blue line copies of plans (for P&Z and Council Members Only) STAFF CONTACT: Ken Baker(Ext. 753) Case No. Agenda Item ZA00-093 713 V BACKGROUND INFORMATION OWNER: The Episcopal Diocese of Fort Worth APPLICANT: Arthur Weinman, Architects PROPERTY SITUATION: 519 North Kimball Road being on the east side of North Kimball Avenue approximately 1,000' north of State Highway 114. The site and proposed building additions are subject to "Residential Adjacency Standards" due to being within 400' of single family residential property to the north and the east. HISTORY: December 1987- City Council approved 2.8 acres to be rezoned from "AG" Agricultural to "CS" Community Service. December 1987-City Council approved Preliminary Plat for 2.8 acres. January 1988-City Council approved a Final Plat for 2.8 acres January 1991-City Council approved a SUP for a portable building. September 1997-City Council approved 8.5 acres to be rezoned from"AG" Agricultural to "CS" Community Service. September 1997-City Council approved a plat revision for 5.7 acres July 2000- Zoning Board of Adjustment allowed a Variance to Ordinance No. 480, Section 33.5.a, to allow a church steeple with a height of approximately seventy-five (75) feet measured from the lowest grade. LEGAL DESCRIPTION: Lot 1R, Block A, St. Laurence Episcopal Church Addition, and being 5.574 acres. LAND USE CATEGORY: Public/Semi-Public CURRENT ZONING: "CS" Community Service District TRANSPORTATION ASSESSMENT: Thoroughfare Plan The Thoroughfare Plan recommends a five(5) lane undivided arterial with 94' of right-of-way. Currently 94' of R.O.W. exists on North Kimball Avenue along this site. Existing Area Road Network Kimball Avenue-is currently a two(2)-lane undivided north-south roadway located to the west of this site. The site currently has three (3)direct accesses to Kimball Avenue which do not meet the requirements of the Driveway Ordinance in terms of spacing and stacking. Also, the current driveways along North Kimball are located in the right-of-way. The driveways will Case No. Agenda Item Attachment A ZA00-093 711 Page 1 need to be reconstructed once ultimate construction of North Kimball Avenue occurs. Staff believes that the current driveway configuration presents a safety concern that will only be compounded once Kimball Avenue becomes a five (5) lane arterial. In response to the staffs concerns, the applicant is proposing to reduce the number of driveways from three (3) to two (2) and to relocate the southern most drive to the north to line up with the existing fire lane on site. Due primarily to constraints of the site, the proposed driveways also do not meet the current Driveway Ordinance. However, it is staffs opinion the new drives will result in improved internal circulation and safer access onto Kimball Drive. State Highway 114-is currently an east-west four(4) lane divided roadway which is located south of the site. Current Texas Department of Transportation (TxDOT) plans are to improve State Highway 114 from its current configuration to a six(6) lane freeway with full frontage roads in the next two (2) years. The intersection of Kimball and State Highway 114 is expected to operate at a LOS "C" once ultimate roadway construction is completed. The current traffic counts on North Kimball Avenue: 24hr North Bound B 4,824 South Bound(SB) (3,902 NB Peak A.M. 664 7a.m-8a.m. Peak P.M. 341 5 .m.-6 .m. SB Peak A.M. 227 7a.m-8a.m Peak P.M. 361 4 .m.-5 .m Traffic Impact It is projected that the proposed expansion of this site will create an additional 117 vehicle trips per day on Sunday morning and an additional 20 vehicle per day on Wednesday evening. Attendance at the Wednesday night service is considerably less than the Sunday morning service. In addition, a few activities will take place on site during the week such as Bible studies, choir practice, and Girl Scout group meetings. The time of the church services do not correspond with peak traffic hours on Kimball Avenue. WATER AND SEWER: A 12" waterline exists on the east side of the North Kimball Avenue. A 15" sanitary sewer line is scheduled to be constructed in the near future on the west side of North Kimball Avenue. The site is currently on septic. The site can connect to the new sewer line once it has been installed. ESTIMATED IMPACT FEES*: Water $0 Assumes no new meters Wastewater $0 Assumes no new meters Roadway $197.98 (Roadway Service Area 5 Case No. Agenda Item Attachment A ZA00-093 711 Page 2 v • Final Impact Fees are determined by the Building Services Department at the time of Building Permit Issuance.The fees shown above represent estimates prepared by the Planning Department. W P&Z ACTION: October 5, 2000; Approved(6-0)applicant's request to table and to continue the Public Hearing to the October 19, 2000, Planning and Zoning Commission meeting. October 19,2000; Approved(6-0) subject to Site Plan Review Summary No. 3, dated October 13,2000,approving the articulation variance in Item#1 and the driveway variances in Item#2. P&Z SPEAKERS: None. STAFF COMMENTS: Attached is Site Plan Review Summary No. 3, dated October 13, 2000. The following variances are being requested with this application: • A variance is requested from Ord. 480, Section 43.13.d on all facades on those buildings lying within 400' of single family residential property. The choir suite and classroom do not meet the horizontal articulation requirements on the east side. The applicant has provided a letter of justification addressing a variance as set forth in Ordinance 480, Section 43.9b I(b). • A variance is requested from Driveway Ordinance 634 Section 5.1 and 5.2 d which addresses stacking and spacing requirements. The applicant has provided a letter of justification for a variance request as allowed by Section 8.2 of the Driveway Ordinance 634. 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Agenda Item Attachment C Z 00-093 7B Page 7 SITE PLAN REVIEW SUMMARY Case No.: ZA00-093 Review No.: Three Date of Review: 10/13/00 Project Name: Site Plan -Lot 1 , Block A, St. Laurence Episcopal Church Addition, being 5.622 acres out of the Samuel Freeman Survey, Abstract No 525-A APPLICANT: Arthur Weinman,Architects ARCHITECT: Arthur Weinman Architects Contact:Arthur Weinman Contact: Arthur Weinman 6777 Camp Bowie Blvd., Suite 339 1202 S. White Chapel Road Fort Worth,Texas 76116 Fort Worth, Texas 76116 Phone:(817)737-0977 Phone: (817)737-0977 Fax: (817)737-2203 Fax: (817) 737-2203 CITY STAFF HAS REVIEWED THE ABOVE REFERENCED PROJECT RECEIVED BY THE CITY ON 10/10/00 AND WE OFFER THE FOLLOWING STIPULATIONS. THESE STIPULATIONS ARE HEREBY MADE CONDITIONS OF PLAT APPROVAL UNLESS SPECIFICALLY AMENDED BY THE CITY COUNCIL. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER CLARIFICATION,PLEASE CONTACT KEN BAKER AT(817)481-5581,EXT. 753. General Development Standards Applies Comments Corridor Overlay Regulations N NA Residential Adjacency Y See Comment No. 1 Building Articulation Y See Comment No. 1 Masonry Standards Y Complies Impervious Coverage Y Complies Bufferyards N Amount of new construction does not trigger bufferyard changes. Interior Landscape Y Complies Driveways Y See Comment No. 2 Lighting Y See Note on Plan This review is limited to the new building construction, driveways and the new parking lot in the southeast corner. The development is subject to the previous conditions of the Concept Plan approved by the City Council on 9/16/97 which allowed the existing parking spaces to remain in the right-of-way until needed by the city and allowed parking spaces to encroach into the bufferyards. The proposed new construction does not increase the total square footage of the existing buildings by 30% or greater nor does it exceed 5,000 square feet.Therefore,no changes to the bufferyards are required.The bufferyards are as approved on the previous concept plan. However, the driveways are being reviewed as part of this application because staff has projected that the new construction will increase the driveway use by twenty (20) percent or more. According to the Driveway Ordinance No. 634 Section 4.0 (a), if this condition exists, existing driveways that are not in conformance with this ordinance shall be brought into compliance at the expense of the applicant. Case No. Agenda Item Attachment D ZA00-093 7B Page 1 Please note that the existing structures on this site were constructed by approval of concept plans submitted to the city prior to adoption of the "Residential Adjacency Standards". 1. Provide horizontal and vertical articulation meeting the requirements of Ordinance 480, Section 43.13.d on all facades on those buildings lying within four hundred (400')of single family residential property. The choir suite and classrooms do not meet the horizontal articulation requirements on the east side. (Variance requested as permitted by Section 43.9b1(b)-See attached letter dated September 18, 2000-See Attached Articulation Chart). (P&Z Action:Approve requested variance) Note: The current drive configuration as it exists today does not meet the requirements of the Driveway Ordinance No. 634. The applicant is proposing to reduce the number of driveway entrances on the site from the existing three (3) drives to two(2)drives and relocate an existing driveway to improve driveway spacing along N. Kimball Avenue. 2. The following changes are needed with regard to driveways ingressing and egressing the site according to the Driveway Ordinance No. 634 (Variance requested as permitted by Section 8.2). a. The minimum storage length required for the driveways on site is 75'. The current stacking depth of the southern drive is 18'and the stacking depth of the northern drive is 11'(See attached letter dated October 9, 2000). LW (P&ZAction:Approve requested variance) b. The minimum centerline driveway spacing along an arterial is 250'. The distance between the two (2) drives on-site is 228'. Separation of the north adjoining site drive is 161' (See attached letter dated October 9, 2000). (P&ZAction:Approve requested variance) * It appears that this property lies within the 65 LDN D/FW Regional Airport Overlay Zone and will require construction standards that meet requirements of the Airport Compatible Land Use Zoning Ordinance No. 479. * Building will need a manual fire alarm system with horn strobes throughout. System to be monitored 24 hours a day by an approved monitoring station. * The applicant should be aware that prior to issuance of a building permit a fully corrected site plan, landscape plan, irrigation plan, and building plans,must be submitted for approval and all required fees must be paid. This may include but not be limited to the following fees: Park Fee, Perimeter Street Fee, Water& Sewer Impact and Tap Fees, and related Permit Fees. * Denotes Informational Comment L:\COMDEV\WP-FILES\REV\#SPLAN-I.WPD Case No. Agenda Item Attachment D ZA00-093 7B Page 2 Articulation Evaluation No.1 Case No. ZA 00-110 Elevations for St Laurence Church Zeceived: 10/10/00 eview Date 10/13/00 Front-facing: North Wall ht. = 13 Complies - No new building wall extends 3 times the height Rear-facing South Wall lit. = 13 Complies - No new building wall extends 3 times the height Right - facing: West Wall lit. = 13 Complies - No new buidling wall extends 3 times the height Left- facing: East Wa11 ht. — 12 Horizontal articulation Vertical articulation Required Provided Delta Okay" Required Provided Delta Okay? Max. wall length 36 54 50% No 36 24 -33"/6 Yes y1in. antic. offset 2 0 100% No 2 11 4-50"0 Yes Min. artic. length q 0 -100% No 6 11 83 Yes Case No. Agenda Item Attachment D ZA00-093 7B Page 3 Case No. 00-093 Review No. Two Dated: 9—07- 00 Number of Pages: 1 Project Name: St. Laurence Episcopal Church(Site Plan) Contact: Keith Martin, Landscape Administrator Phone: (817) 481-5581, x 848 Fax: (817) 421-2175 The following comments are based on the review of plans received on 8- 28- 00. Comments designated with a (#)symbol may be incorporated into the formal review to be considered by either the Planning and Zoning Commission or City Council. Other items will not be addressed by either the P&Z or City Council. It is the applicant's responsibility to contact the department representative shown above and make modifications as required by the comment. LANDSCAPE COMMENTS: 1. Existing tree credits were provided for the required canopy tree and accent tree requirements when the most recent addition was built. The applicant would still not be required to install any additional canopy trees and accent trees to the property as long as the existing trees are remaining. The applicant will be required to provide the required amounts of shrubs, ground cover and seasonal color to meet the requirements of both the Landscape Ordinance and Bufferyard section of the Zoning Ordinance. TREE PRESERVATION COMMENTS: 1. The applicant shows no existing living trees to be removed for the proposed construction. But there are previously planted landscape trees located in the building area of the Choir Suite & Classrooms. * No comments. Case No. Agenda Item Attachment D ZA00-093 711 Page 4 EII��N ARCHITECIS October 9, 2000 Mr. Ken Baker, AICP St. Laurence Episcopal Church City of Southlake Planning Department Case No. ZA00-093 1721 E. Southlake Blvd. Southlake, Texas 76092 Dear Ken, Please submit our request for Variance from the Driveway Ordinance No. 634 regarding minimum 250 ft. separation between driveway spacings on the Kimball Road location of the above referenced property. We are reducing the number of driveway entrances to the St. Laurence site from the existing three to our proposal of two. As part of this consolidation, we are relocating one of the two driveways in-line with the existing fire lane and access to the rear of the property. As the original three driveways were accepted as part of the 1987 and the 1997 designs for this site, and as the parking is split between a north lot and a south lot, consolidation of the original three driveways into one driveway on this site is not a practical or efficient design approach. The final distances between the two on-site driveways will be 228.22 ft. Separation to the north adjoining site driveway will be approximately 161 ft.; separation to the south adjoining site driveway will be approximately 262 ft. Both adjoining driveways are existing. Please submit our request for Variance from the Driveway Ordinance to reduce our driveway storage length for both driveways from the required 50 ft. to the proposed 18 ft. As existing and revised site driveways must coordinate with prior site design and parking design, as stated in the prior paragraph, providing the required 50 ft. length of storage and stacking area at these driveways would create an intolerable loss of parking spaces at the front of the site. The site is divided by a 60 ft. flood channel for the creek; most available and desirable parking for the church is at the front of the site, near the church building and parish hall, as permitted by prior land use and zoning regulations. It is essential for proper access to the church to keep as much of this parking convenient for use as possible. As church use is counter-cyclical to major commuter artery use of Kimball Road, we do not believe that this decrease in stacking and storage area from ordinance requirements, with church traffic peaks on Sunday mornings and Christmas Eve, will cause any appreciable congestion problems or roadway obstructions on Kimball Road. Thank you for your examination of these requests for Variance on behalf of St. Laurence Episcopal Church. Please do not hesitate to call me if there are any questions. Sincerely, Arthur W. Weinman, A.I.A. Aww:es o z000 Case No. Agenda Item ©� Attachment E ZA00-093 711 Page 1 6777 Camp Bowie Blvd, Suite 339 Fort Worth,Texas 76116 Telephone(817)737-0977 Fax(817)737-2203 AffHMWEINMAN R C H I T E C T i September 18, 2000 Mr. Ken Baker, Senior Planner St. Laurence Episcopal Church Expansion City of Southlake Case ZA00-093 667 N. Carroll Avenue Variance, Horizontal and Vertical Articulation Southlake, Texas 76092 in Choir Suite Elevations Dear Mr. Baker, We would like to request a variance from the City requirements for the vertical and horizontal articulation requirements for the east elevation of the Choir Suite building addition to the above referenced project. The design of this building is compatible with the design of the existing church and new church expansion, and with the existing parish hall building. It is finished as a Georgian style building, with exterior pink brick masonry, white trim, and slate gray composition roof. A small structure of 1,609 square feet, the elevation in question is only 54'-4" in length. The facade in question is at the center of the site, overlooking the creek. The east facade cannot be easily seen from the east, south, or north elevations. The Choir Suite building will be largely concealed from adjoining property owners and will have primary visibility only for occupants of the site and for the local wildlife in the creek. Likewise, as the building is already close to the creek, articulation of this facade will bring it dangerously close to the creek and will cause extensive additional foundation and structural work to be performed to insure a flood-proof foundation. The west facade faces the church building expansion and chapel, and cannot be seen from outside the site. We urge you to grant this variance for the building facade for the Choir Suite building because of the concealed location of the building; design compatibility with other buidlings on the site; and structural problems with providing the articulation with the building located so close to the creek bank. Sincerely, Arthur W. Weinman, A.I.A. AWW:es cc: Mike Peacock Rev. William A. Crary, Jr. Case No. Agenda Item Attachment E ZA00-093 711 RECD S E P 6777 Camp Bowie Blvd,Suite 339 Fort Worth,Texas 76116 Telephone(817)737-0977 Fax(817)737-2203 SEP-27-00 05 :16 PM WEINMAN ARCHITECTS 817 737 0977 P. 02 i, AMHJRWEU%M i A R C H I T E C T S taw St. Laurence Episcopal Church Church Operations St. Laurence Episcopal Church holds two services on Sunday morning, with Sunday School and Adult Education between these services. St. Laurence also holds an Evensong service on Sunday evenings, and on Wednesday evenings. These , services, hours, and approximate attendence are: Dav of Week Hours Current Attendance Anticipated Attendance • Sunday 8:30 AM 150 to 200 250 to 300 Services 10:45 AM 125 to 150 150 to 250 6:00 PM 12 to 15 15 to 25 Wednesday 6:30 PM 12 to 15 15 to 25 Service Most people attending the Sunday morning services are families, with two to five people per car. Holiday services at Christmas and Easter include: (W Christmas Eve 5:30 PM, 7:00 PM, and 10:45 PM Easter Morning 8:30 AM, 9:30 AM, and 11:00 AM Both holidays would have maximum attendance at one or two of these services. Attendance at Sunday School and Adult Education is about 200 maximum, drawing from attendance at both the 8:30 and the 10:45 services. These attendance figures are included in the above numbers. Additional attendance daily and during the week includes the following: Activity QU lime Current Anticipated Attendance Attendance Bible Class Tuesday 9:00 AM 20 to 25 25 to 30 Youth Group Wednesday 7:00 PM 10 to 15 15 to 20 Choir Practise Wednesday 7:30 PM 20 to 25 20 to 30 The church offices are open at 9:00 AM and close at 2:00 PM daily, Monday through Friday, with two to three people present on staff. There are also two Girl Scout groups that meet on different weak days at the church after 3.30 PM. iiw 6777 Comp Bowie Blvd,Suite 339 Case No. Fay Attachment E Tel© ( 3 - 77 , ZA00-093 Fox(8v> -2203 Page 3 SEP-27-00 05: 16 PM WEINMAN ARCHITECTS 817 737 0977 P.03 Please note that none of these attendance hours occur at peak use periods for Kimball Road or for peak traffic periods in Southlake. The choir and classroom annex will not change any of the above hours of operation. The expansion of the worship building wiN expand attendance as noted above. Submitted by, Arthur W. Weinman,A.I.A. September 27, 2000 (6w iw Case No. Agenda Item Attachment E ZA00-093 7B Page 4 Surrounding Property Owners •. St. Laurence Episcopal Church IN EED Uj 15 X 1 x I 3 14 z 2 4 5 13 8 9 11 10 12 > t x B 0 C > NORT WJ�s7'PKWY�AS7 Proverty wner Zonina Land Use escription AcreaEe 1. E.Taylor 1. "AG" 1. Medium Density Residential 1. 8.05 acres 2. G. Starkey 2. "AG" 2. Medium Density Residential 2. 1.00 acres 3. D.James 3. "SF-IA" 3. Low Density Residential 3. 1.03 acres 4. D.James 4. "SF-IA" 4. Low Density Residential 4. 0.96 acres 5. R. Chambers 5. "SF-IA" 5. Low Density Residential 5. 1.05 acres 6. R.Chambers 6. "SF-IA" 6. Low Density Residential 6. 0.53 acres 7. R.Peterson 7. "SF-IA" 7. Low Density Residential 7. 0.53 acres 8. R.Peterson 8. "SF-IA" 8. Low Density Residential 8. 1.05 acres 9. Dove Road Water Assoc. 9. "SF-IA" 9. Low Density Residential 9. 0.02 acres 10. C.Lopez 10. "SF-IA" 10. Low Density Residential 10. 2.10 acres 11. E.Nestor 11. "AG" 11. Office Commercial 11. 4.00 acres 12. NCI Building Systems 12. 11I-1" 12. Mixed Use 12. 4.28 acres 13. Kimball Road Partnership 13. 1-1" 13. Mixed Use 13. 1.67 acres 14. Texas Utilities Electric Co. 14. "CS" 14. Public/Semi-Public 14. 2.42 acres 15. L.Rodgers 15. "AG" 15. Mixed Use 15. 14.40 acres Case No. Agenda Item Attachment F ZA00-093 711 Page 1 Surrounding Property Owner Responses St. Laurence Episcopal Church NO. OF NOTICES SENT: Thirteen (13) RESPONSES RECEIVED: Two (2) responses were received from within the 200' notification area: • Tim Lancaster, Kimball Road Partnership, 1001 West Northwest Highway, Grapevine, opposed, "Overflow parking on my property at 500 Kimball Road. Not enough parking! Extend north parking lot into the septic field area. Abandon septic and connect sewer to new sewer in street." (Received September 28, 2000.) • Leonard F. George, Mesco Metal Buildings, 400 North Kimball Avenue, Southlake, TX, in favor. (Received September 28, 2000.) One (1) response was received from outside the 200' notification area: • Sandra J. Lancaster, Senior Noise Compatibility Planner, Dallas/Fort Worth International Airport, 3200 East Airfield Drive, DFW Airport, TX 75261, in favor. See attached letter. (Received October 19, 2000.) WCommunity Development\WP-FILES\NOTICE\2000 Exhibits\00-093responses.doc Case No. Agenda Item Attachment G ZA00-093 7B Page I 10-18-2000 02:25pm Frm-PUBLIC AFFAIRS NOISE OFFICE 8725748544 T-640 P.002/003 F-703 rJIffmP. Fegan Dalla -c / F(i, rt worth International Aiepc, rt F.wcutivv Dirvi-tar October 19, 2000 Pa Q a- Mr. Dennis King, Chairman Planning&Zoning Commission City of Southlake 1721 E. Southlake Blvd., Suite 100 Southlake,Texas 76092 RE: Planning&Zoning Commission Agenda Item No. 5 Reference No. ZA00-093 Dear Mr. King: The Agenda for the Southlake Planning and Zoning Commission Meeting for October 19, 2000 contains a site plan for St. Laurence Episcopal Church located at 519 North Kimball Road on the east side of North Kimball Avenue approximately 1,000 feet north of State Highway 114. The City Planning Office has informed us that the site plan consists a new building to accommodate a choir suite and classrooms as well as some expansion to the existing church and parking areas. Referencing the Airport's Official Noise Contour, the subject property is located about halfway between the 65 DNL and the 75 DNL noise levels(see attached contour excerpt)and is adjacent to the extended runway centerline, approximately three statute miles from the end of Runway 13U31R. The site is subject to routine and regular overflights by aircraft arriving and departing the DFW International Airport and operating as low as 700 feet Above Ground Level. The Federal Aviation Administration guidelines specify that churches are considered incompatible within this noise environment, unless appropriate Noise Level Reduction is incorporated into the building design. Because this is a modification to an existing site, the DFW International Airport Board has no opposition to the proposed site plan. However, the Airport Board recommends the following conditions of approval: 1. An avigation easement for the property be obtained naming the DFW International Airport Board and the Cities of Dallas and Fort Worth using language to be provided by DFW. 2. The City require mandatory building shell noise reduction of 35 dB be incorporated into the building design, noted on the final building plans, and verified during the building inspection process in accordance with the City's Zoning Ordinance 479. Thank you for your consideration of this matter. Please contact me at 972-574-8722 should you wish to discuss our comments further. Sincerely, •"'"'S- andra . ancaster Senior Noise Compatibility Planner cc. K. 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Oft �" .a�•p N` � � \ '� f.rr. 4 wotw �i•.1'._l, rrrS t. k�t; � SI1i`b. � ur•ntr ••-.4 �._ A qa„.��y'',rMt}r _ ��.' , •• Case °0. � •� f _� .,.... � _, .... : a l' � chi �4 . �''� `••i"� .i \ARtac d ZA00-093 7B Page 3 City of Southlake Department of Planning STAFF REPORT November 3, 2000 .CASE NO: ZA00-108 PROJECT: Specific Use Permit for the sale of alcoholic beverages for on-premise consumption REQUEST: On behalf of Cooper & Stebbins, Badger Investments dba Sandella's Cafe is requesting a Specific Use Permit for the sale of alcoholic beverages for on-premise consumption per Zoning Ordinance No. 480, Section 45.1 (1) and Section 45.6 for 1244 Prospect Street, located in Southlake Town Square, on property described as Lot 1, Block 10, Southlake Town Square, Phase II. ACTION NEEDED: 1. Conduct Public Hearing. 2. Consider Specific Use Permit. ATTACHMENTS: (A) Background Information (B) Vicinity Map (C) Plans and Support Information (D) Surrounding Property Owner Map (E) Surrounding Property Owner Responses (F) Resolution No. 00-98 STAFF CONTACT: Art Wright(Ext. 828) QW Case No. Agenda Item ZA00-108 7C BACKGROUND INFORMATION OWNER: Cooper& Stebbins APPLICANT: Badger Investments dba Sandella's Cafe PROPERTY SITUATION: 1244 Prospect Street being on the north side of Prospect Street approximately 250' east of North Carroll Avenue. Building 101) shares walls on the north and east sides with the U.S. Post Office on Lot 2. To the south is Block 2 of Southlake Town Square, Phase I. West of this property across North Carroll Avenue are residential lots zoned "SF-20A". HISTORY: Activity on this lot includes: ■ Rezoning (ZA69-006) from "AG" to "HC" Heavy Commercial approved in April 1969. ■ Rezoning from "HC" Heavy Commercial to "C-3" approved with the adoption of Ordinance No. 480 in September 1989. ■ Preliminary Plat (ZA97-101) approved in August 1997. ■ Rezoning and Site Plan (ZA99-025) from "C-3" to "S-P-1" approved in April 1999. ■ Revised Preliminary Plat (ZA99-026) approved in April 1999. ■ Plat (ZA99-052) filed in August 1999. ■ Revised Site Plan (ZA00-030) approved in April 2000. LEGAL DESCRIPTION: A portion of Lot 1, Block 10, Southlake Town Square, Phase II. LAND USE CATEGORY: Mixed use CURRENT ZONING: "S-P-1" Detailed Site Plan District with "C-3" General Commercial District uses including a U.S. Post Office and associated outside storage. P&Z ACTION: October 19, 2000; Approved (6-0). P&Z SPEAKERS: None STAFF COMMENTS: Due to the limited scope of this request and the fact that no changes are to be made to the previously approved concept/site plan, no new review letter was generated. This site is subject to all conditions of the previously approved plans. Attached is a site location exhibit. Case No. Agenda Item Attachment A ZA00-108 7C Page 1 a Vicinity Map Sandella's Cafe 1-tUtKAL WAY y~ W J O y F J ° > U Q PROSPE S ET CIVIC PL Q ~d O MAIN ST w 3 MAIN ST ❑r, J C FOUNTAIN Pl. i U I OUTHLAKE BLVD F M,1709 _ i I � I 800 0 800 1600 Feet N f� W E S Case No. Agenda Item Attachment B ZA00-108 7C Page 1 ® YI r� li w - �a'� i , _ �uaru I I I� cm N �� t COD .o- ., s� � 1 0 .._� �.. �'tY 3 .}�.�?.Rom- ST-i•,� �a�lf'3w. ypco � •_ rk d C a e0e- .I I_ �♦ '::4�,, `�.: z.v •'�.F` V .,-„,,c,, r_,;. c.. .. ..x .� `rr tom' '2a' •x�? bWAVTIOYY►HLM r Case No. Agenda Item Attacbir ent ZA00-108 X Alagi 1 Eb s L Surrounding Property Owners ,.. Sandella's Cafe R w �d C 2 u � d PROSPLCf SrRCir 3 ck�R FWIR 9r f ISO.- C pOVMYIH 2 V F] IF El 17M O Property Owner Zoning Land Use Description Acreage 1. The Fechtel Group 1. Its-P-I" 1. Mixed Use 1. 2.68 acres 2. The Fechtel Group 2. "S-P-1" 2. Mixed Use 2. 2.96 acres 3. Southlake Venture West 3. "NR-PUD" 3. Mixed Use 3. 5.62 acres Case No. Agenda Item Attachment D ZA00-108 7C Page 1 Surrounding Property Owner Responses Sandella's Cafe NO. OF NOTICES SENT: Two (2) RESPONSES: None WCommunity Development\WP-FILES\NOTICE\2000 Exhibits\00-108responses.doc Case No. Agenda Item Attachment E ZA00-108 7C Page 1 Resolution No.00-98 Page 1 RESOLUTION NO. 00-98 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, GRANTING A SPECIFIC USE PERMIT FOR THE SALE OF ALCOHOLIC BEVERAGES FOR ON-PREMISE CONSUMPTION ON PROPERTY WITHIN THE CITY OF SOUTHLAKE, TEXAS, BEING LEGALLY DESCRIBED AS A PORTION OF LOT 1,BLOCK 10,SOUTHLAKE TOWN SQUARE,PHASE II,AN ADDITION TO THE CITY OF SOUTHLAXE, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 5261, PLAT RECORDS, TARRANT COUNTY, TEXAS, MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT"A",AND AS DEPICTED ON THE APPROVED SITE PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B" AND PROVIDING AN EFFECTIVE DATE. WHEREAS, a Specific Use Permit for the sale of alcoholic beverages for on-premise consumption has been requested by a person or corporation having a proprietary interest in the property zoned as "S-P-2" Generalized Site Plan District with limited "C-3"General Commercial District uses; and, WHEREAS, in accordance with the requirements of Sections 45.1 (1) and 45.6 of the City's Comprehensive Zoning Ordinance,the Planning and Zoning Commission and the City Council have given the requisite notices by publication and otherwise, and have afforded the persons interested and situated in the affected area and in the vicinity thereof, and, WHEREAS, the City Council does hereby find and determine that the granting of such Specific Use Permit is in the best interest of the public health, safety, morals and general welfare of the City. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,TEXAS: SECTION 1. Case No. Agenda Item Attachment F ZA00-108 7C Page 1 Resolution No.00-98 Page 2 A Specific Use Permit is hereby granted for the sale of alcoholic beverages for on remise g p consumption on the property being legally described as a portion of Lot 1, Block 10, Southlake Town Square, Phase II, an addition to the City of Southlake, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 5261,Plat Records,Tarrant County, Texas, and being 2.678 acres,more fully and completely described in Exhibit"A", and as depicted on the approved site plan attached hereto and incorporated herein as Exhibit "B" and providing an effective date, subject to the provisions contained in the comprehensive zoning ordinance and the restrictions set forth herein. The following specific requirements and special conditions, if any, shall be applicable to the granting of this Specific Use Permit: 1. 2. 3. 4. 5. SECTION 2. This resolution shall become effective on the date of approval by the City Council. PASSED AND APPROVED THIS DAY OF , 2000. CITY OF SOUTHLAKE By: Rick Stacy, Mayor ATTEST: Sandra L. LeGrand City Secretary APPROVED AS TO FORM: Case No. Agenda Item Attachment F ZA00-108 7C Page 2 Resolution No.00-98 Page 3 City Attorney City of Southlake, Texas Case No. Agenda Item Attachment F ZA00-108 X Page 3 Resolution No.00-98 Page 4 EXHIBIT "A" 1244 Prospect Street,located in the shopping center commonly known as Southlake Town Square, Phase II, on property being legally described as a portion of Lot 1, Block 10, Southlake Town Square, Phase II, an addition to the City of Southlake, Tarrant County, Texas, according to the plat recorded in Cabinet A,Slide 5261, Plat Records, Tarrant County, Texas, and being 2.678 acres Case No. Agenda Item Attachment F ZA00-108 7C Page 4 Resolution No.00-98 Page 5 EXHIBIT `B" tl8 y�e.. tz cn i g _. Ij Lj _J 4 e'— I v i i I -F r - y �-t L N Case No. Agenda Item Attachment F ZA00-108 7C Page 5 Resolution No.00-98 Page 6 EXHIBIT "C" This page reserved for the approved City Council motion. Case No. Agenda Item Attachment F ZA00-108 7C Page 6 City of Southlake (2iii Department of Planning STAFF REPORT November 3, 2000 CASE NO: ZA00-113 PROJECT: Specific Use Permit for Special Events associated with the Grand Opening of the Civic Place Building REQUEST: On behalf of Cooper & Stebbins, Southlake Town Square is requesting a Specific Use Permit for Special Events associated with the Grand Opening of the Civic Place Building on a portion of the property described as Southlake Town Square, Phase I. The street festival is sponsored by Southlake Town Square and will be held on November 11, 2000, from 6:00 p.m. to 10:00 p.m., using the street, Civic Place. ACTION NEEDED: 1. Conduct Public Hearing. 2. Consider Specific Use Permit. ATTACHMENTS: (A) Background Information (B) Vicinity Map (C) Plans and Support Information (D) Surrounding Property Owner Map (E) Surrounding Property Owner Responses (F) Resolution No. 00-99 STAFF CONTACT: Karen Gandy(Ext. 743) Art Wright(Ext. 828) Case No. Agenda Item ZA00-113 71) BACKGROUND INFORMATION OWNER: Cooper& Stebbins APPLICANT: Southlake Town Square PROPERTY SITUATION: On Civic Place being directly north of Town Hall. The Grand Opening activities will be contained within the Civic Place right-of-way, both on the street and sidewalks, and portable toilets will be located behind the Civic Place building. HISTORY: Activity on this property includes: ■ Rezoning (ZA69-006) from "AG" to "HC" Heavy Commercial approved in April 1969. ■ Rezoning from "HC" Heavy Commercial to "C-3" approved with the adoption of Ordinance No. 480 in September 1989. ■ Rezoning and Concept Plan (ZA96-145) from "C-3" to "NR-PUD" approved in January 1997. ■ Development Plan (ZA97-099) approved in August 1997. ■ Site Plan (ZA97-100) approved in August 1997. ■ Preliminary Plat (ZA97-101) approved in August 1997. ■ Plat (ZA97-162) filed in March 1999. ■ Revised Site Plan (ZA99-137) approved in February 2000. LEGAL DESCRIPTION: A portion of the property described as Southlake Town Square, Phase I. LAND USE CATEGORY: Mixed Use CURRENT ZONING: "NR-PUD" Non-residential Planned Unit Development to include "C-3" General Commercial District uses. P&Z ACTION: October 19, 2000; Approved (6-0) for November 11, 2000, from 6:00 p.m. to 10:00 P.M. P&Z SPEAKERS: None STAFF COMMENTS: Due to the limited scope of this request and the fact that no changes are to be made to the previously approved site plan, no new review letter was generated. This site is subject to all conditions of the previously approved plans. Attached is a site location exhibit. Case No. Agenda Item Attachment A ZA00-113 71) Page 1 Vicinity Map Grand Opening of the Civic Place Building vY O � ur��.ryL 1AKE CITY W HALL PR S 8 P SE 2 S BR W ESP ❑ 0 G NORTH O Q PROSPECT TREET MA R ` NEE IN ST < � W W ST (� C FOUNTAIN R OF \G ❑ , SOUTHLAKE BLVD EASSOUTHLAKE BLVD %�G GpRB p :I- -01, ❑ p �CKENTARY F� LEME pp yy11 HBO 1000 0 1000 2000 Feet N f� W E S Case No. Agenda Item Attachment B ZA00-113 7D Page 1 C A J1 LU W p _ tn C 3 Lu Z - � _ 2 CAA Attachment C Z 433 a Page 1 SOUTH LAKE TOWN SQUARE September 29,2000 Karen Gandy Senior Planner City of Southlake 667 N.Carroll Avenue Southlake,TX 76092 Dear Karen: Southlake Town Square just received information of the grand opening of it's Civic Place building. In honor of this event, we are planning to have an "old-fashion" Street Festival. This festival is to celebrate the grand opening of the following retail establishments Crate & Barrel, Pottery Barn, Talbots Petites, Talbots Kids, Origins, Illumination and L'Occitane. We would like to submit this application for a SUP for the event. Event Information: The festival will be held on Friday, November 10,2000,from 6:00 p.m.till 10:00 p.m., using the street of Civic Place. Southlake Town Square is acting as the host of the festival and will help promote, organize,and present the event helping to ensure the quality and success. Components of Event:: Local Non-profit originations will be hosting games such as toss the ring on the bottle, basketball hoops, football tosses and shuffle bowl where attendees can win prizes like small stuff animals to gift certificates from retailing establishments located in Town Square. Staffing the game booths will be these non-profit organizations that will be allowed to keep the proceeds for their volunteer time. The children will enjoy the clowns,caricatures and face painting activities in the performance areas. Certified food vendors or Southlake Town Square's eatery establishments will provide the food. They will be donating their profits to a Charity of their choice. This will be determined before they are able to participate in the event. Mack Malone and the Swing Machine will play those big band"swing tunes". Attendees can dance or just listen to tunes while sitting at table and chairs under the moonlight. Expected Attendance: 500—1000 attendees. Porta-potties,adequate security(recommended by DPS)and clean-up will be provided by Town Square. Thank you for your efforts in helping bring events to Southlake,and ensuring the quality and community involvement we all wish to instill in our downtown. Sincerely, woflwq ED S E A 2 0 Z000 Nancy Hormann Case Nine President,Management Aven"rbtensy Attachment C ZAOO,OA Make Town Square COOPEOWSTEBBINs Page 2 1256 MAIN STREET, SUITE 240, SOUTHLAKE, TEXAS 76092 TELEPHONE (817) 329-SS66 FAx (817) 251-8717 Surrounding Property Owners .. Grand Openingof Civic Place Building g Ul J � J ! W K u W d Q Pw05PCCr s.RCL. 2 1 3 4 x NpN x I M0.N x q❑C LL p7VM`AN ❑ 3 F.IU.17m 6aSY S X-T-M J J Property Owner ZoninE Land Use Description Acreaee 1. Southlake Venture West 1. "NR-PUD" 1. Mixed Use 1. 5.62 acres 2. Southlake Venture West 2. "NR-PUD" 2. Mixed Use 2. 5.22 acres 3. Southlake Venture West 3. "NR-PUD" 3. Mixed Use 3. 5.42 acres 4. Southlake Venture West 4. "NR-PUD" 4. Mixed Use 4. 0.69 acres Case No. Agenda Item Attachment D ZA00-113 7D Page 1 Surrounding Property Owner Responses Civic Place Building NO. OF NOTICES SENT: One (1) RESPONSES RECEIVED: None Case No. Agenda Item Attachment E ZA00-113 7D Page 1 Resolution No.00-99 Page 1 RESOLUTION NO. W-99 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, GRANTING A SPECIFIC USE PERMIT FOR SPECIAL EVENTS ASSOCIATED WITH THE GRAND OPENING OF THE CIVIC PLACE BUILDING ON PROPERTY WITHIN THE CITY OF SOUTHLAKE, TEXAS, BEING LEGALLY DESCRIBED AS SOUTHLAKE TOWN SQUARE, PHASE I, MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT"A",AND AS DEPICTED ON THE APPROVED CONCEPT PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B" AND PROVIDING AN EFFECTIVE DATE. WHEREAS, a Specific Use Permit for Special Events associated with the Grand Opening of the Civic Place Building has been requested by a person or corporation having a proprietary interest in the property zoned as"NR-PUD"Non-residential Planned Unit Development to include "C-3"'General Commercial District uses; and, WHEREAS, in accordance with the requirements for the approval of all special events held in outdoor spaces established in the development regulations for Town Square, the Planning and Zoning Commission and the City Council have given the requisite notices by publication and otherwise, and have afforded the persons interested and situated in the affected area and in the vicinity thereof; and, WHEREAS, the City Council does hereby find and determine that the granting of such Specific Use Permit is in the best interest of the public health, safety, morals and general welfare of the City. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,TEXAS: SECTION 1. A Specific Use Permit is hereby granted for Special Events associated with the Grand Case No. Agenda Item Attachment F ZA00-113 7D Page 1 Resolution No.00-99 Page 2 Opening of the Civic Place Building on the property being legally described as Southlake Town Square, Phase I, more fully and completely described in Exhibit "A", and as depicted on the approved Concept Plan attached hereto and incorporated herein as Exhibit "B" and providing an effective date, subject to the provisions contained in the comprehensive zoning ordinance and the restrictions set forth herein. The following specific requirements and special conditions, if any,shall be applicable to the granting of this Specific Use Permit: 1. 2. 3. 4. 5. SECTION 2. This resolution shall become effective on the date of approval by the City Council. PASSED AND APPROVED THIS DAY OF , 2000. CITY OF SOUTHLAKE By: Rick Stacy, Mayor ATTEST: Sandra L. LeGrand City Secretary Case No. Agenda Item Attachment F ZA00-113 7D Page 2 Resolution No.00-99 Page 3 APPROVED AS TO FORM: City Attorney City of Southlake, Texas Case No. Agenda Item Attachment F ZA00-113 7D Page 3 Resolution No.00-99 Page 4 EXHIBIT "A" The site is located on Civic Place, directly north of Town Hall,being a portion of the Civic Place right-of-way in Southlake Town Square, Phase I,:an addition to the City of Southlake, Tarrant County, Texas, according to the plat recorded in Cabinet A Slides 4892 and 4893,Plat Records, Tarrant County,Texas. Case No. Agenda Item Attachment F ZA00-113 7D Page 4 Resolution No.00-99 Page 5 EXHIBIT`B" LI i �: . r Fa ----- y Cj i i i r j , J Q_ / f mc � LLJ C �-' O ¢ lu - ; i Case No. Agenda Item Attachment F ZA00-113 7D Page 5 Resolution No.00-99 Page 6 EXHIBIT "C" This page reserved for the approved City Council motion. Case No. Agenda Item Attachment F ZA00-113 7D Page 6 City of Southlake, Texas e MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Ricky Black, Acting Director of Public Safety(Ext. 730) SUBJECT: Ordinance No. 762, 2nd Reading, Amending the Code of Ordinances of the City of Southlake, Texas by adopting the 1997 Edition of the Uniform Fire Code, Volumes 1 and 2; repealing Ordinance No. 572. Action Requested: City Council consideration of Ordinance No. 762 on second reading. Background: The City of Southlake currently operates under the 1991 edition of the Uniform Fire Code. Staff continues to research the newly released 2000 international edition and recommends to adopt the 1997 edition, since the 2000 international edition includes restrictions that staff has not witnessed validity yet. The adoption of the 1997 edition will also align the fire code with the current 1997 building, mechanical and electrical code already adopted. The highlights of the 1997 edition, in contrast to the 1991 edition, are as follows: 1. Improves language to become more specific with city expectations. 2. Improves the high-piled combustible storage requirements. 3. Amendment includes the requirement for residential sprinkler installation in homes 6000 square ft. or greater. Cities who have adopted the 97 UFC, including the requirement for residential sprinkling, includes Allen, Keller, Plano, and Trophy-Club/Westlake. Kitchen fires continue to be the worst threat to human life in the residential home where fire is concerned. In addition, the sprinkler requirement would assist fire fighting crews with extinguishment of the fire prior to a "flash over" phase, which continues to be one of the greatest threats to firefighters lives. Many cities have attempted to create a "zero' square foot requirement for residential sprinkling. Staff concurs with the intent, however, finds that this requirement is not economically viable today. Currently, commercial buildings are held to a 6000 square ft. requirement for purposes of sprinkling and staff recommends the same for residences of this size or greater. Financial Considerations: The 1997 Uniform Fire Codes does not create any negative financial consequences to the city and provides the opportunity to assess permit fees for many construction, storage and chemical related items. 7E-1 Billy Campbell t November 3,2000 Page 2 Citizen Input/ Board Review: Staff has met with the Tarrant County Builders Association on two separate occasions in order to seek their input. Not subject to Board review. Legal Review: This ordinance was reviewed by City Attorney Debra Drayovitch, who has approved the ordinance under consideration by City Council. Alternatives: Continue utilizing the 1991 edition of the Uniform Fire Code. Supporting Documents: Ordinance No. 762 Staff Recommendation: Place Ordinance No. 762 on the November 7, 2000 City Council meeting agenda for second reading. RB/rb (W 7E-2 ORDINANCE NO. 762 AN ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS, AMENDING THE CODE OF ORDINANCES OF THE CITY OF SOUTHLAKE, TEXAS BY ADOPTING THE 1997 EDITION OF THE UNIFORM FIRE CODE VOLUMES 1 AND 2; REPEALING ORDINANCE NUMBER 572; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; PRESCRIBING REGULATIONS GOVERNING CONDITIONS HAZARDOUS TO LIFE AND PROPERTY FROM FIRE AND EXPLOSION; PROVIDING FOR THE AMENDMENT OF THE 1997 UNIFORM FIRE CODE VOLUMES 1 AND 2, WITH CERTAIN DELETIONS, AMENDMENTS, AND/OR ADDITIONS; PROVIDING A PENALTY CLAUSE; A CUMULATIVE CLAUSE; A SEVERABILITY CLAUSE; PROVIDING FOR PUBLICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, 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 wishes to adopt the 1997 Edition of the Uniform Fire Code to provide for the safety of the citizen,§ of Southlake; and WHEREAS, the Director of Public Safety has recommended certain amendments to the Uniform Fire Code, and NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: Section 1. That Article III of Chapter 15 of the Code of Ordinances, City of Southlake, Texas, is hereby amended to read as follows: ARTICLE III. FIRE CODE Sec. 15-126. Adoption of Uniform Fire Code. The City of Southlake hereby adopts the Uniform Fire Code, Volumes 1 and 2, including Appendix Chapters I-C, II-B,II-C,II-E,II-F, II-H,II-J,III-A,III-C,IV-B,V-A,VI-E,both published by the International Fire Code Institute, and the whole thereof, save and except such portions as are deleted or amended by this ordinance, and the same are hereby adopted and incorporated as fully as if set out at length herein. Page 1 of 18 7E-3 a Sec. 15-127. Amendments. The following sections of the Uniform Fire Code, as adopted in Sec. 15-126, are hereby amended as follows: Section 202 A, the addition of the following definitions: ADDRESSABLE FIRE DETECTION SYSTEM is any system capable of providing identification of each individual alarm initiating device. The identification shall be in plain English and as descriptive as possible to specifically identify the location of the device in alarm. The system shall have alarm verification. ANALOG INTELLIGENT ADDRESSABLE FIRE DETECTION SYSTEM is any system capable of calculating a change in value by directly measurable quantities (voltage, resistance, etc.) at the sensing point. The physical analog may be conducted at the sensing point or at the main control panel. The system shall be capable of compensating for long-term changes in sensor response while maintaining a constant sensitivity. The compensation shall have a preset point at which a detector maintenance signal shall be transmitted to the control panel. The sensor shall remain capable of detecting and transmitting an alarm while in the maintenance mode. Section 204-C,page 1-11, the addition of the following definition: CITY shall mean the City of Southlake, Texas. Section 207-F,page 1-14, the addition of the following: FIRE CHIEF shall mean the City of Southlake Chief of Fire Services. FIRE LANE shall mean fire apparatus access road. Section 214-M, page 1-18, the amendment of the definition of "Mechanical Code, " to read as follows: MECHANICAL CODE is the International Mechanical CoderLi as adopted by this jurisdiction. Section 220-5,page 1-24, the addition of the following definition: SELF-SERVICE STORAGE FACILITY shall mean real property designed and used for the purpose of renting or leasing individual storage and removing personal property on a self-service basis. Section 901.4.1,page 1-27, is amended to read as follows: (W Page 2 of 18 7E-4 901.4.1 General. Marking of fire apparatus access'roads, addresses and fire protection equipment (W shall be in accordance with Section 901.4 and Section 902.2.3. Section 902.2.1,page 1-27, is amended to read as follows: 902.2.1 Required access. Fire apparatus access roads shall be provided in accordance with Sections 901 and 902.2 for every facility,building or portion of a building hereafter constructed or moved into or within the jurisdiction when any portion of the facility or any portion of an exterior wall of the first story of the building is located more than 150 feet(45 720 mm) from fire apparatus access as measured by an approved route around the exterior of the building or facility. The path of measurement shall be along a minimum of a 10 foot wide unobstructed pathway around the external walls of the structure. See also Section 902.3 for personnel access to buildings. Fire lane and access easements shall be provided to serve all buildings through parking areas, to service entrances of buildings, loading areas and trash collection areas, and other areas deemed necessary to be available to fire and emergency vehicles. The Fire Chief is authorized to designate additional requirements for fire lanes where reasonably necessary to provide access for fire and rescue vehicles. EXCEPTIONS: 1. When buildings are completely protected with an approved automatic fire sprinkler system, the provisions of Sections 902.2.1 and 902.2.2 may be modified by the chief. 2. When access roads cannot be installed due to location on property, topography, waterways, nonnegotiable grades or other similar conditions, the chief is authorized to required additional fire protection as specified in Section 1001.9. 3. When there are not more than two Group R. Division 3, or Group U Occupancies,the requirements of Sections 902.2.1 and 902.2.2 may be modified by the Fire Chief. More than one fire apparatus road shall be provided when it is determined by the chief that access by a single road might be impaired by vehicle congestion, condition of terrain, climate conditions or other factors that could limit access. For high-piled combustible storage, see Section 8102.6.1. For required access during construction, alteration or demolition of a building, see Section 8704.2. Section 902.2.2.1,page 1-27 is amended to read as follows: 902.2.2.1 Dimensions. Fire apparatus access roads shall have an unobstructed width of not less than 24 feet(7315 mm) and an unobstructed vertical clearance of not less than 14 feet(4267 mm). Page 3 of 18 7E-5 EXCEPTION: Vertical clearance may be reduced,provided such reduction does not impair access by fire apparatus and approved signs are installed and maintained indicating the established (W vertical clearance when approved. Vertical clearances or widths shall be increased when, in the opinion of the chief, vertical clearances or widths are not adequate to provide fire apparatus access. Section 902.2.2.2,page 1-28, is amended to add the following sentences after the first paragraph: 902.2.2.2 Surface. All-weather surface shall be asphalt or concrete. Fire lanes shall be designed to support a minimum 65,000 lb. GVW load. Subgrade shall be prepared to a density of not less than 95% as determined by Standard Proctor. Concrete fire lane shall be minimum five (5) inch thick 3000 psi concrete reinforced with #3 rebar on 18 inch centers. Asphalt fire lane shall be minimum six (6) inches thick. Drive approaches shall be minimum six (6) inches 3000 PSI concrete with#3 rebar on 18 inch centers both ways on chairs. Section 902.2.3,page 1-28, is amended to read as follows: 902.2.3 Marking. Either approved striping or signs shall be provided and maintained for fire apparatus access roads to identify such roads and prohibit the obstruction thereof or both. (1) Striping-Fire apparatus access roads shall be marked by painted lines of red traffic paint six inches in width to show the boundaries of the lane. The words "FIRE LANE NO PARKING" shall appear in four inch white letters with a one inch stroke centered on the red stripe at 25 foot intervals on the red border markings along both sides of the fire lanes. (2) Signs -If signs are used,the signs shall read"FIRE LANE NO PARKING"and shall be 12 inches wide and 18 inches high. Signs shall be painted on a white background with letters and borders in red, using not less than two inch lettering. Signs shall be permanently affixed to a stationary post and the bottom of the sign shall be six feet, six inches above finished grade. Signs shall be spaced not more than 50 feet apart. Signs may be installed on permanent buildings or walls or as approved by the Fire Chief. Section 903.4.2,page 1-29 is amended to read as follows: 903.4.2 Required Installations. The location, number and type of fire hydrants connected to a water supply capable of delivering the required fire flow shall be provided on the public street or on the site of the premises, or both, to be protected as required and approved by the Chief. A fire hydrant shall be located within 100 feet of a fire department connection. Page 4of18 7E-6 Maximum spacing of Fire hydrants shall be in accordance with the following distances: Occupancy Unsprinklered Sprinklered R-3 and U Occupancies 400 feet 600 feet All Others 300 feet 600 feet Hydrants shall be provided at all intersecting streets and at intermediate locations between intersections as prescribed above, measured as the hose would be laid. Fire hydrants shall be accessible to the fire department apparatus by roads which meet the requirements of Section 902.2. Section 1003.1.2,page 1-32, is amended to read as follows: 1003.1.2 Standards. Fire Protection systems shall comply with the appropriate Uniform Building Code Standards and National Fire Protection Association Standards. (See UBC Standard 9-1). EXCEPTIONS: 1. Automatic fire-extinguishing systems not covered by the Building Code shall be approved and installed in accordance with approved standards. 2. Automatic sprinkler systems may be connected to the domestic water-supply main when approved by the building official,provided the domestic water supply is of adequate pressure,capacity and sizing for the combined domestic and sprinkler requirements. In such case,the sprinkler system connection shall be made between the public water main or meter and the building shVtoff valve, and there shall not be intervening valves or connections. The fire department connection rAay be omitted when approved. {balance of Exception #2 to remain unchanged) 3. Automatic sprinkler systems in Group R Occupancies four stories or less may be in accordance with the Building Code requirements for residential sprinkler systems. (See U.B.C. Standard 9-3.) 4. Automatic sprinkler systems in One- and Two-Family Dwellings and Manufactured Homes may be in accordance with U.B.C. Standard 9-7. 5. Where sprinklers are installed in electrical rooms,they shall be separated from the building's main sprinkler system by a pre-action valve. This valve shall be connected to fire detection device(s) in the electrical room. Sprinkler piping shall remain dry until the fire detection device activates and opens the pre-action valve. Detection devices shall have a minimum temperature rating of 165 degrees Fahrenheit. Sprinkler head(s) shall be of a type to remain closed until sufficient heat is present to open them. The sprinkler(s) shall have a minimum temperature rating of 212 degrees Fahrenheit. Sprinkler heads in electrical rooms shall be protected with a listed guard over the head. Sprinkler heads may be installed in electrical rooms without the pre-action valve, fire detection device and guard if approved tamper-proof sprinkler heads are installed in place of standard heads. Water supply as required for such systems shall be provided in conformance with the supply requirements of the respective standards; however, every fire protection system shall be designed with a 5 psi margin of safety. Page 5of18 7E-7 Section 1003.1.3,page 1-32, is amended to read as follows: 1003.1.3 Modifications. When residential sprinkler systems as set forth in the Building Code(see UBC Standard 9-3)are provided, exceptions to, or reductions in,Building Code requirements based on the installation of an automatic fire-extinguishing system are not allowed. Allowable tradeoffs for, or increases in, Building Code provisions based on the installation of an automatic fire- extinguishing system are not allowed. EXCEPTION: Reductions are allowed for the following provisions: 1. Section 708.3.1.1.3 of the Building Code, draft stops in floor-ceiling assemblies. 2. Section 708.3.1.2.1 of the Building Code, draft stops in attics. 3. Section 708.3.1.2.2 of the Building Code, draft stops in attics. Section 1003.2.2,page 1-33, item S, is amended to read as follows: 1003.2.2 All occupancies except Group U occupancies. Except for Group U Occupancies, an automatic sprinkler system shall be installed: 1. In every story or basement of all buildings when the floor area exceeds 1,500 square feet(139.4 in ) and there is not provided at least 20 square feet(1.86 m) of opening entirely above the adjoining ground level in each 50 lineal feet(15 240 mm)or fraction thereof of exterior wall in the story or basement on at least one side of the building. Openings shall have a minimum dimension of not less that 30 inches (762 mm). Such openings shall be accessible to the fire department from the exterior and shall not be obstructed in a manner that firefighting or rescue cannot be accomplished from the exterior. When openings in a story are provided on only one side and the opposite wall of such story is more than 75 feet(22 860 mm) from such openings,the story shall be provided with an approved automatic sprinkler system, or opening as specified above shall be provided on at least two sides of an exterior wall of the story. If any portion of a basement is located more than 75 feet (22 860 mm) from openings required in Section 1003.2.2,the basement shall be provided with an approved automatic sprinkler system. 2. At the top of rubbish and linen chutes and in their terminal rooms. Chutes extending through three or more floors shall have additional sprinkler heads installed within such chutes at alternate floors. Sprinkler heads shall be accessible for servicing. 3. In rooms where nitrate film is stored or handled. See also Article 33. 4. In protected combustible fiber storage vaults as defined in Article 2. See also Article 28. 5. Throughout all buildings with a floor level, other than a penthouse in compliance with Section 1511 of the Building Code, that is located 35 feet (10 688 mm) or more above the lowest level of fire department vehicle access. EXCEPTION: Open parking structures. Page 6 of 18 7E-8 i 6. In any building used for high-piled combustible storage with a clear height exceeding 15', see Section 8101. 7. In all new and existing spray booths and spraying rooms. All existing structures will have 6 months to comply from date of adoption. 8. Throughout any building over 6,000 square feet. For the purpose of this subsection, area separation walls shall not be considered as forming separate buildings. Section 1003.2.6.4 is added to read as follows: 1003.2.6.4 Group H,Division 5 Occupancies. Aircraft hangars shall be classified by Group and Type* and shall be provided with a fire extinguishing system as specified by UBC Standard 9-4. (*Note:Any classification of construction type under UBC Standard 9-4 shall be for use with that standard only and shall have no bearing on the construction type used in conjunction with any other provision of this code) Section 1003.2.9,page 1-34, is amended to read as follows: 1003.2.9 Group R, Division 1 Occupancies. An automatic sprinkler system shall be installed throughout every apartment house two or more stories in height or containing three or more dwelling units, every congregate residence twa or more stories in height or having an occupant load of more (W than 10, and every hotel two or more stories in height or containing 20 or more guest rooms. Residential or quick-response standard sprinklers shall be used in the dwelling units and guest room portions of the building. Section 1003.2.10,page 1-34, is added to read as follows: 1003.2.10 Self-service storage facilities. An automatic sprinkler system shall be installed throughout all self-service storage facilities. EXCEPTION: One-story self-service storage facilities, that have no interior corridors, and have a one-hour fire-rated occupancy separation wall installed between every storage compartment. Section 1003.2.11,page 1-34, is added to read as follows: 1003.2.11 Group S, Division 5 Occupancies. Aircraft hangers shall be classified by Group and Type*, and shall be provided with a fire-extinguishing system as specified by UBC Standard 9-4. *Note:Any classification of construction type under UBC Standard 9-4 shall be for use with that standard only and shall have no bearing on the construction type used in conjunction with any other Page 7of18 7E-9 provision of this code. (W Section 1003.4,page 1-34, the amendment of subparagraph 4.4 as follows: 1003.4 Permissible Sprinkler Omissions 4.4 Other approved fire-protection equipment is installed in such areas. Section 1004.3,page 1-35, the third paragraph is amended to read as follows: 1004.3 Location of Class I Standpipe Hose Connections. There shall be a two-way outlet above the roof line on every standpipe when the roof has a slope of less than 4 units vertical in 12 units horizontal (33.3% slope). EXCEPTION: Where the stairway extends to the roof, the two-way outlet may be located at the topmost floor landing. Section 1004.3,page 1-35, is amended to add a new paragraph to read as follows: 1004.3 Standpipe Requirements. All class I standpipes shall be: 1. Water filled at all times, or 2. Supervised with a minimum of 10 psig and a maximum of 40 psig air pressure with a high/low alarm. Section 1007.2.4.1,page 1-36, is amended to read as follows: 1007.2.4 Group E Occupancies. 1007.2.4.1 General. Group E Occupancies shall be provided with fire alarm systems in accordance with Section 1007.2.4. Group E Occupancies shall be provided with an approved manual fire alarm system. In Division 3 occupancies, system smoke detectors shall be installed in all rooms used by children. ... {balance to remain unchanged) Section 1007.2.12.2.1,page 1-38, is amended to read as follows: 1007.2.12.2.1 General. Occupancies having floors used for human occupancy located more than 55 feet(16 764 mm) above the lowest level of fire department vehicle access shall be provided with an automatic fire alarm system and a communication system in accordance with Section 1007.2.12.2. EXCEPTION: Open parking garages which comply Section 311.9 of the Building Code. (W Page 8of18 7E-10 Section 1007.2.12.2.3,page 1-38, adds a fourth paragraph to read as follows: ♦r 1007.2.12.2.3 Emergency voice alarm-signaling system. Actuation of any automatic or manual device shall initiate an alarm signal on the alarming floor, the floor above, and the floor below and identify on an annunciator the zone or address from which the alarm signal originated. Section 1007.2.12.2.4,page 1-38, is amended to read as follows: 1007.2.12.2.4 Fire department communication system. A two-way, approved fire department communication system shall be provided for fire department use. It shall operate between the central control station and elevators,elevator lobbies,emergency standby power rooms,fire pump room and inside stairways at each floor level. Section 1007.2.12.6,page 1-38, is amended to read as follows: 1007.2.12.6 Corridors in office uses. When required by the Building Code for corridors in lieu of one-hour corridor construction, smoke detectors shall be installed within office corridors in accordance with their listing. The actuation of any detector shall activate alarms audible in all areas served by the corridor. (See UBC Section 1004.3.4.3, Exceptions 4 and 6.) k Section 1007.3.1,page 1-39, add a second paragraph and exception to read as follows: 1007.3.1 Design Standards All alarm systems, new or replacement, serving 50 or more alarm actuating devices shall be addressable fire detection systems. Alarm systems serving more than 75 smoke detectors or more than 200 total alarm activating devices shall be analog intelligent addressable fire detection systems. EXCEPTION: Systems existing on the effective date of this ordinance need not comply unless the total system remodel or expansion initiated after the effective date of the ordinance, exceeds 30%of the square footage of the building. When the cumulative square footage of a building remodeling or expansion exceeds 50% of the size of the existing building, the building must comply within 18 months of permit application. Section 1007.3.3.1,page 1-39, adds an item no. 3 to read as follows: 1007.3.3 Manual Fire Alarm Boxes. 3. Manual alarm actuating devices shall be an approved double action type. Section 1007.3.3.8,page 1-39, is added to read as follows: Page 9of18 7E-11 1007.3.3.8 Wiring. All fire alarm systems shall be installed in such a manner that the failure of any (w single alarm-actuating or alarm-indicating device will not interfere with the normal operation of any other such devices. All systems shall be Class "A" wired with a minimum of six feet separation between supply and return loops. Initiating Device Circuits QDC): Class "A", Style E- Signaling Line Circuits (SLC): Class"A", Style 6 -Notification Appliance Circuits (NAC): Class`B", Style X. Section 1007.3.3.9,page 1-39, is added to read as follows: 1007.3.3.9 Flow detectors and electronic monitoring. Sprinkler and standpipe system water-flow detectors shall be provided for each floor tap to the sprinkler system and shall cause an alarm upon detection of water flow for more than 15 seconds. All control valves in the sprinkler and standpipe systems except for fire department hose connection valves shall be electrically supervised to initiate a trouble signal at the central control station upon tampering. The fire-pump system shall also be supervised for"power available", "phase reversal"and"pump running" conditions by trouble signal on distinct circuits. Table 1004-A,page 1-40 is amended to be as follows: Table 1004-A. - Standpipe Required Systems OCCUPANCY ' NONSPRINKLERED BUILDING' SPRINKLERED BUILDINGS" 004.8 for mm Standpipe Class Hose Requirement Standpipe Class Hose Requirement x 0.0929 for m2 5. Groups I;H;B;S;M;F,Division I H Yes I No Occupancies less than 4 stories in height but greater than 20,000 square feet per floo? Section 1102.3.1,page 1-41, is amended to read as follows: 1102.3.1 General. Open burning shall be conducted in trenches with approved equipment and in accordance with Section 1102.3 and Ordinance No. 545. Open burning shall also be conducted as required by other governmental agencies regulating emissions. EXCEPTION: Recreational fires shall comply with Section 1102.4 and Ordinance No. 545. Approved bonfires shall not be required to be trench burned. Section 1102.6,page 1-42, is added to read as follows: 1102.6 Grills or Hibachis at R 1 Occupancies. All fixed or portable grills or hibachis at Group R,Division 1 occupancies shall,when in use,be a minimum of ten(10) feet from any structure and not on or under any portion of the structure. (W Page 10 of 18 7E-12 Section 4502.8.1,page 1-91, is amended to read as follows: 4502.8.1 General. New and existing spray booths and spraying rooms shall be protected by approved automatic fire-extinguishing systems. Such systems shall be extended to protect exhaust plenums, exhaust ducts and both sides of dry filters when such filters are used. For installation of automatic sprinklers in ducts, see the Mechanical Code. All existing structures will have 6 months to comply from date of adoption. Section 5204.5.2,page 1-126, is amended to add a new paragraph to read as follows: 5204.5.2 Maximum Capacity Within Established Limits. For land located within the following zoning districts, the aggregate capacity of any one installation of CNG shall not exceed 183,000 cubic feet. (5 181 974 L): all residential districts, including"SF-IA, SF-1B, SF-30, SF-20A, and SF-20B, Single Family Residential Districts;" "RE, Single Family Residential Estate District;" "AG," Agricultural District; "NE-1, Two Family Residential District;" "NU-2, Multiple Family Residential District;" and "MH, Manufactured Housing District;" certain office and commercial districts, including "HC, Hotel District;" "0-1 and 0-2, Office Districts;" "C-1, Neighborhood Commercial District;" "C-2, Local Retail Commercial District;" "C-3, General Commercial District;""C-4,Arterial Mall District;"`B-2, Commercial Manufacturing District;"and any "PUD, Planned Unit Development,District," "S-P-1, Detailed Site Plan District, "and "S-P-2, Generalized Site Plan District" which includes?any use permitted in the above-referenced districts. This requirement is for the protection of heavily regulated or congested commercial areas. This limit does not apply in "B-1, Business Service Park District;" "I-1, Light Industrial District;" "I--2, Heavy Industrial District,"and "CS, Community Service District or any S-P-1 Detailed Site Plan District, "S-P-2 Generalized Site Plan District which includes one of the foregoing uses. Section 7701.7.2,page 1-150, is amended to read as follows: Section 7701.7.2,Limitations. Storage of explosive materials is prohibited unless approved by the Fire Chief. Section 7801.3.1.1,page 1-159, is amended to read as follows: 7801.3.1.1 Manufacturing. The manufacturing of fireworks is prohibited. Section 7802.3,page 1-159, is amended to read as follows; 7802.3 Prohibition. The storage,use and handling of fireworks are prohibited unless approved by the Fire Chief. EXCEPTION: The use of fireworks for display is allowed as set forth in Section 7802.4. (W Page 11 of 18 7E-13 taw Section 7902.2.2,page 1-172, is amended to add a new paragraph to read as follows: 7902.2.2.1 Locations where above ground tanks are prohibited. Storage of Class I and Class II liquids in above-ground tanks outside of buildings is prohibited in land located in the following zoning districts: all residential districts, including "SF-IA, SF-1B, SF-30, SF-20A, and SF-20B, Single Family Residential Districts;" "RE, Single Family Residential Estate District;" "AG," Agricultural District; "MF-1,Two Family Residential District;""MF-2, Multiple Family Residential District;"and"MH, Manufactured Housing District;" "HC, Hotel District;" "0-1 and 0-2, Office Districts;""C-1,Neighborhood Commercial District;""C-2,Local Retail Commercial District;""C- 3, General Commercial District;""C-4,Arterial Mall District;" `B-2, Commercial Manufacturing District;"and any "PUD, Planned Unit Development District, " "S-P-1, Detailed Site Plan District," and "S-P-2, Generalized Site Plan District" which includes any use permitted in the above- referenced districts. Such storage is permitted in land located in the following zoning districts: `B-1, Business Service Park District;""I-1,Light Industrial District;"1-2,Heavy Industrial District;"and"CS, Community Service District or in S-P-1 or S-P-2 Districts with the approval of the Fire Chief." Section 7902.6.11,page 1-,180, is amended to read as follows: (W 7902.6.11 Secondary Containment: An approved method of secondary containment shall be provided for underground tank systems, including tanks, piping and related components. See Appendix II-G. Section 7902.6.12.1,page 1-180, is added to read as follows: 7902.6.12.1 Dry sumps. Approved sampling tubes of a minimum six inches in diameter shall be installed in the backfill material of each underground flammable or combustible liquid storage tank. The tubes shall extend from a point 12 inches below the average grade of the excavation to ground level and shall be provided with suitable surface access caps. Each tank site shall provide a sampling sump at the corners of the excavation with a minimum of four sumps. Sampling tubes shall be placed in the product line excavation within 10 feet of the tank excavation and one every 50 feet routed along product lines towards the dispensers. A minimum of two sampling tubes are required. Section 7904.2.5.4.2,page 1-192, is amended to add a new paragraph to read as follows: 7904.2.5.4.2 Locations where above ground tanks are prohibited. The storage of Class I and II liquids in above ground tanks is prohibited on land located in the following zoning districts: all residential districts, including "SF-lA, SF-1B, SF-30, SF-20A, and SF-20B, Single Family Residential Districts;""RE, Single Family Residential Estate District;""AG,"Agricultural District; "MF-1, Two Family Residential District;""MF-2,Multiple Family Residential District;"and"MH, Manufactured Housing District;" "HC, Hotel District;" "0-1 and 0-2, Office Districts;" "C-1, Page 12 of 18 7E-14 Neighborhood Commercial District;" "C-2, Local Retail Commercial District;" "C-3, General Commercial District;""C4,Arterial Mall District;" `B-2, Commercial Manufacturing District;" and any "PUD, Planned Unit Development District, " "S-P-1, Detailed Site Plan District, " and "S- P-2, Generalized Site Plan District" which includes any use permitted in any of the above- referenced districts Such storage is permitted on land zoned within the following zoning districts: "B-1, Business Service Park District;" "I-1, Light Industrial District;" "I--2, Heavy Industrial District;" and "CS, Community Service District,"or on land zoned for certain 5-1-1 or S-P-2 Districts with the approval of the Fire Chief. Section 7904.5.1.2,page 1-197, a second paragraph is added to read as follows: 7904.5.1.2. FIre Protection. An approved deluge water foam extinguishing system shall be installed and maintained on all loading facilities and on all unloading facilities. Section 8001.1.1,page 1-201, is amended to the second paragraph, to read as follows: 8001.1.1 General. The storage of hazardous materials and maximum quantity on-site is prohibited on land located in the following zoning districts: Property located within all residential districts, including"SF-IA, SF-1B, SF-30, SF-20A, and SF-20B, Single Family Residential Districts;" "RE, Single Family Residential, Estate District;" "AG," Agricultural District; "MF-1, Two Family Residential District;" "MF-2, Multiple Family Residential District;" and "MH, Manufactured (W Housing District;"certain office and commercial districts, including"HC,Hotel District;""0-1 and 0-2, Office Districts;""C-1,Neighborhood Commercial District; "C4,Arterial Mall District;"and any "PUD, Planned Unit Development District, " "S-P-1, Detailed Site Plan District, "and "S-P-2, Generalized Site Plan District"which includes any use permitted of the above-referenced districts. Such storage is permitted on land located within the following zoning districts: "C-2, Local Retail Commercial District;" "C-3, General Commercial District;" "B-1, Business Service Park District;" "B-2, Commercial Manufacturing District;" "I4, Light Industrial District;" "I--2, Heavy Industrial District;" and "CS, Community Service District, " or on land zoned for certain S-P-1 or S-P-2 Districts with the approval of the Fire Chief. Section 8101.1,page 1-231, is amended to add a third paragraph to read as follows: 8101.1 Scope. Any building exceeding 6,000 square feet that has a clear height in excess of 15 feet, making it possible to be used for storage in excess of 12 feet, shall be considered to be high-piled storage and shall comply with the provisions of this section. When a specific product cannot be identified, a fire protection system shall be installed as for Class IV commodities. Page 13 of 18 7E-15 Section 8102.8,page 1-235, is amended to read as follows: 8102.8.1 General. When curtain boards are required by Table 81-A, curtain boards shall be provided in accordance with Section 8102.8. Also see Footnote 2, Table 81-B. EXCEPTION: Fully sprinklered Group S occupancies, storing Class I-IV commodities, provided that a curtain board is installed between different system designs. Section 8203.2.1.9,page 1-239, is added to read as follows: 8203.2.1.9 Jewelry Repair,Dental Labs and Similar Occupancies. Where natural gas service is not available,portable LP-Gas containers are allowed to be used to supply approved torch assemblies or similar appliances. Each container shall not exceed 20-pound(9.0 kg)water capacity. Aggregate capacity shall not exceed 60-pound(27.2 kg)water capacity. Each device shall be separated from other containers by a distance of not less than 20 feet. Section 8203.2.1.10,page 1-239, is added to read as follows: 8203.2.1.10 Portable Gas Grills. L�-Gas containers are allowed to be used to supply portable gas grills at residential occupancies. Each container shall not exceed 20-pound(9.0 kg)water capacity. Aggregate capacity shall not exceed 40-pound (18 kg)water capacity. Section 8203.4,page 1-239, is added to read as follows: 8203.4 Spas and Pool Heaters. Where natural gas service is not available, LP-Gas containers are allowed to be used to supply spa and pool heaters. One such container not exceeding 250-gallon water capacity is allowed. See Table 8204-A for location of containers. Section 8204.2,page 1-239, exception added as follows: 8204.2 Maximum Capacity. The aggregate capacity of any one installation of LP Gas shall not exceed a 2,000 gallon(7571 L)water capacity on land located within the following zoning districts: certain office and commercial districts, including "HC, Hotel District;" "0-1 and 0-2, Office Districts;" "C-1, Neighborhood Commercial District;" "C-2, Local Retail Commercial District;" "C-3, General Commercial District;" "C-4, Arterial Mall District;" `B-2, Commercial Manufacturing District;"and any "PUD, Planned Unit Development District, " "S-P-1, Detailed Site Plan District, " and "S-P-2, Generalized Site Plan District" which includes, any use permitted in any of the above-referenced districts. Except as noted in the following exception, LP gas shall not be stored on land located in all residential districts, including"SF-IA, SF-1B, SF-30, SF-20A, and SF-20B, Single Family Residential Districts;" "RE, Single Family Residential Estate District;" (W Page 14 of 18 7E-16 "AG," Agricultural District; "MF-1, Two Family Residential District;" "MF-2, Multiple Family Residential District;" and"MH, Manufactured Housing District;" A single installation of LP gas may exceed 2,000 gallon (75 71 L)water capacity on the land located in the following zoning districts: "B-1, Business Service Park District;" "I-1, Light Industrial District;" "I--2, Heavy Industrial District;" and "CS, Community Service District. "I EXCEPTION: Except as permitted in sections 8203.2.1.10 and 8203.4, LP-Gas containers are not allowed on land zoned for residential uses. Section 15-127. Adoption of appendices. The following appendices are adopted: Appendix I-C—STAIRWAY IDENTIFICATION Appendix H-B—PROTECTION OF FLAMMABLE AND COMBUSTIBLE LIQUID TANKS IN LOCATIONS SUBJECT TO FLOODING Appendix II-C --MARINAS Appendix H-E—HAZARDOUS MATERIALS MANAGEMENT PLANS AND HAZARDOUS MATERIALS INVENTORY STATEMENTS Appendix H-F—PROTECTED ABOVEGROUND TANKS FOR MOTOR VEHICLE FUEL- (W DISPENSING STATIONS OUTSIDE BUILDINGS Appendix II-H — SITE ASSESSMENTS FOR DETERMINING POTENTIAL FIRE AND EXPLOSION RISKS FROM UNDERGROUND FLAMMABLE OR COMBUSTIBLE LIQUID TANK LEAKS Appendix 114—STORAGE OF FLAMMABLE AND COMBUSTIBLE LIQUIDS IN TANKS LOCATED WITHIN BELOW-GRADE VAULTS Appendix III-A--FIRE-FLOW REQUIREMENTS FOR BUILDINGS Appendix III-C — INSPECTION, TESTING AND MAINTENANCE OF WATER-BASED FIRE-PROTECTION SYSTEMS Appendix IV-B—CHRISTMAS TREES with the following amendments: The amendment of Section One to read as follows: Section 1 - SCOPE The use of natural or resin-bearing cut trees in all occupancies shall be in accordance with Appendix Page 15 of 18 7E-17 • IV-B. EXCEPTION: Group R, Division 3 Occupancies and within individual dwelling units of Group R, Division 1 Occupancies. The deletion of Sections Two and Four. Appendix V-A—NATIONALLY RECOGNIZED STANDARDS OF GOOD PRACTICE Appendix VI-E—REFERENCE TABLES FROM THE UNIFORM BUILDING CODE, with the following amendments: The amendment of Table SA, with the addition of footnote No. 8, to read as follows: Table 5A - EXTERIOR WALL AND OPENING PROTECTION BASED ON LOCATION ON PROPERTY FOR ALL CONSTRUCTION TYPES 8 When the exterior wall of a non-high-rise building is more than 20 feet from the property line, the fire-resistive requirements for exterior bearing and exterior nonbearing walls may be reduced by one-hour when the building is provided with an approved automatic sprinkler system throughout as specified in Chapter% However, a wall that is required to be one-hour may (W not be reduced except as allowed under Section 508. Table 6-A, with the addition of a footnote no 4 in building element No. 8, to read as follows: Table 6A-TYPES OF CONSTRUCTION-FIRE RESISTIVE REQUIREMENTS. 8. ROOFS AND ROOF CEILINGS. 4The fire-resistive requirements for roofs of non-high-rise buildings may be reduced by one-hour when the building is provided with an approved automatic sprinkler system throughout as specified in Chapter 9. Table 8-B, page 1-346, change the rating for "Other Exitways"for Group R, Division 1 Occupancies to Class "I". Table 8-B,page 1-346,footnote No. 2 is amended to read as follows: Table 8-B - Maximum Flame Spreadclass. Z Finish classification is not applicable to interior walls and ceilings of exterior exit balconies except as required in Section 310.13 of the Building (W Page 16 of 18 7E-18 s • Code for Group R, Division 1 Occupancies. (W Uniform Fire Code Standard 80-3, anew paragraph is added'to read as follows: Section 3-1.6 Limitations. Storage of flammable cryogens in stationary containers is prohibited upon land located in the following zoning districts. all residential districts, including "SF-IA, SF-113, SF-30, SF-20A, and SF-20B, Single Family Residential Districts;" "RE, Single Family Residential Estate District;" "AG,"Agricultural District; "MF-1, Two Family Residential District;""MF-2,Multiple Family Residential District;"and"MH,Manufactured Housing District;" certain office and commercial districts, including "HC, Hotel District;" "0-1 and 0-2, Office Districts;""C-1,Neighborhood Commercial District;""C-2,Local Retail Commercial District;""C- 3, General Commercial District;" "C-4, Arterial Mall District;""13-2, Commercial Manufacturing District;" "CS, Community Service District;"and any "PUD, Planned Unit Development District, " "S-P-1, Detailed Site Plan District, " and "S-P-2, Generalized Site Plan District"which includes any use permitted in any of the above-referenced districts. Such storage is permitted in land located in the following zoning districts:"B-1, Business Service Park District;" "I-1, Light Industrial District;" "I--2, Heavy Industrial District. " or S-P-1 or S-P-2 Districts with the approval of the Fire Chief. Section 2. Penalty. 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 (W violation is permitted to exist shall constitute a separate offense. Section 3. Cumulative Clause. This ordinance shall be cumulative of all provisions of ordinances of the City of Southlake, Texas, except where provisions of this ordinance are in direct conflict with the provisions of another ordinance, in which event the conflicting provisions of the other ordinance are hereby repealed. Section 4. Severability Clause. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences,paragraphs, and sections are severable, and if any phrase,clause, sentence, paragraph, or section of this ordinance shall be declared unconstitutional by the valid judgement 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 they would have been enacted by the City Council without the incorporation in this ordinance of the unconstitutional phrase, clause, sentence,paragraph, or section. Section 5. Publication. The city secretary is directed to publish the preamble and penalty clause of this ordinance at least one time within 10 days after its final passage, in the official newspaper of the city in accordance with Section 3.13(b)of the Southlake Home Rule Charter. Section 6. Effective Date. This ordinance shall be in full force and effect from and after (W Page 17 of 18 7E-19 s its passage and publication as required by law, and it is so ordained. APPROVED ON FIRST READING THIS DAY OF , 2000. MAYOR ATTEST: CITY SECRETARY APPROVED ON SECOND READING THIS DAY OF 22000. MAYOR ATTEST: CITY SECRETARY ` APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY EFFECTIVE: Page 18 of 18 7E-20 4 MEMORANDUM 1�,•f November 3, 2000 TO: Billy Campbell, City Manager FROM: Bruce Payne, AICP, Director of Planning Ken Baker, AICP, Senior Planner SUBJECT: Resolution No. 00-96, Amendment to the City's Master Thoroughfare Plan,to provide for a collector street between White Chapel Boulevard and North Peytonville Avenue. Action Requested: Amend the currently adopted(3/4/97) Master Thoroughfare Plan(MTP) to indicate the general alignment of a undivided collector (C2U) with 64' of right-of-way and a center turn lane located between White Chapel Boulevard and Shady Oaks Drive on undeveloped properties located south of the Coventry Subdivision between Peytonville Avenue and Shady Oaks Drive, as shown on "Exhibit A" attached to the Resolution. Also, make a recommendation to amend the language in the MTP to state the following: "The(C2U)east-west collector road indicated on the Thoroughfare Plan map located between White Chapel Boulevard and North Peytonville Avenue and tur north of F.M. 1709 and south of State Highway 114 is intended to only show a general alignment. The precise alignment of this collector road will ultimately be based on development conditions prior to construction. Also, this collector road will accommodate a center turn lane" as shown on "Exhibit B" attached to the Resolution. Background Information: A. The Purpose of Master Thoroughfare Plan The MTP is used by the City as a tool to plan for future roadway improvements to ensure the development of the most appropriate and efficient system to meet existing and future travel needs of City as a whole. Amending the MTP to show a desired new thoroughfare accomplishes at least four important objectives: (1) It serves as an advanced notice to property developers and the Carroll ISD that there is a need to accommodate a new thoroughfare in their plans prior to the development of the property; (2) it serves as an advanced notice to surrounding property owners of possible changes to circulation patterns in the subject area; (3) it provides a basis for the City to have property owners dedicate or reserve necessary right-of-way for future construction; and (4) allows the possible future roadway project to be funded through Traffic Impact Fees. Agenda Item Page 1 7F B. Transportation Assessment-Current Conditions 1) Current Traffic Overview and Counts: During the morning peak traffic hours (7:00 a.m. to 9:00 a.m.-during the school year), heavy traffic flow conditions exist on White Chapel Boulevard, Shady Oaks Drive, Turnberry Lane and W. Highland (See Exhibit A). Also, significant congestion occurs at the three main intersections in the area: (1) Shady Oaks Drive and Highland Avenue-Turnberry Lane; (2) Highland Avenue and White Chapel Boulevard; and (3) Shady Oaks Drive and F.M. 1709). Vehicles at the controlled portions of these intersections (i.e. stop signs/stop light) frequently experience a lengthy delay in making a turning movement on school days between 7:30 a.m. and 8:30 a.m. Similar traffic conditions occur during the afternoon peak hours; however, conditions are not as severe due to the schools dismissing prior to traditional afternoon commuter peak rush hour (4:30 p.m. to 6:30 p.m). 2000 Traffic Counts The current traffic counts on Turnbe Lane: 24hr East Bound(EB) (1,406) South Bound SB 1,665 EB Peak A.M. 199 7a.m-8a.m. Peak P.M. (143) 3 .m.-4 .m. WB Peak A.M. 156 8a.m-9a.m Peak P.M. (173) 3 .m.-4 .m The current traffic counts on Peytonville Avenue: 24hr North Bound B 1,237 South Bound SB 1,229 NB Peak A.M. 173 8a.m-9a.m. Peak P.M. 93 5 .m.-6 .m. SB Peak A.M. 88) 7a.m-8a.m Peak P.M. 193 5 .m.-6 .m The current traffic counts on Shady Oaks Drive: 24hr North Bound NB 1,602 South Bound SB 1,773 NB Peak A.M. 245 8a.m-9a.m. Peak P.M. 167 3 .m.-4 .m. SB Peak A.M. 350 8a.m-9a.m Peak P.M. 175 6 .m.-7 .m The current traffic counts on White Chapel Boulevard: 24hr North Bound B 3,479 South Bound SB 3,569 NB Peak A.M. 358 8a.m-9a.m. Peak P.M. 258 6 .m.-7 .m. SB Peak A.M. 346 7a.m-8a.m Peak P.M. (324) 5 .m.-6 .m Agenda Item Page 2 7F The current traffic counts on Highland Avenue: 24hr East Bound (EB) (1,991 West Bound(WB) (1,994 EB Peak A.M. 264 8a.m-9a.m. Peak P.M. 259 3 .m.-4 .m. WB Peak A.M. 204 7a.m-8a.m Peak P.M. 211 5 .m.-6 .m 2) Coventry Manor- Existing Cut-Through Traffic: The AM and PM peak traffic counts along Turnberry Lane indicate that many drivers are utilizing the roads in the Coventry Manor(Coventry Lane/Turnberry Lane) in lieu of F.M. 1709 as an east-west connector. Currently, traffic counts along Turnberry Lane exceed the traffic counts for Peytonville Avenue and are very similar to the traffic counts for Shady Oaks Drive (See Attachment A or Traffic Count tables provided on page 2). Due to F.M. 1709 operating at a level of service(L.O.S.) E or F during peak traffic times, many residences living in Southridge Lakes, Myers Meadows, Cross Timbers and other residential areas west of Shady Oaks Drive can travel to the school sites and State Highway 114 in less time utilizing Coventry Lane, Turnberry Lane and Highland Avenue as an east/west connector versus F.M. 1709. The October 1999 traffic study conducted by Lee Engineering which examined turning movements into and out of the Coventry Manor subdivision, verifies that substantial cut-through traffic exists during peak traffic times. The results of the study are summarized below (Also see Attachments B & C): Summary of the Lee Engineering Turning Movement Study Coventry Manor-October 1999 Total#of Vehicles turning into Total#of vehicles %of vehicles Coventry Manor via Peytonville Ave. cutting through or Shady Oaks Dr./Highland Ave. Coventry Manor AM-7:00-9:00 360 224 62 PM-3:00-6:00 476 252 52 3) Cross Timber Hills-Existing Cut-Through Traffic: The study by Lee Engineering indicates that cut-through traffic through the Cross Timber Hill's subdivision is minimal. The results of the study are summarized below(See Attachments B and Q. Agenda Item Page 3 7F Summary of the Lee Engineering Turning Movement Study Cross Timber Hills-October.1999 Total#of Vehicles turning into Cross Total#of vehicles %of vehicles Timber Hills via Peytonville Ave.or cutting through Cross Randol Mill. Timber Hills AM-7:00-9:00 73 8 11 PM-3:00-6:00 141 10 7 C. Currently Planned Roadway Improvements: North Peytonville Avenue, Shady Oaks Drive and West Highland Avenue are planned to remain as two (2) lane undivided collectors. White Chapel Boulevard is ultimately planned to become a five (5) lane undivided arterial and is a listed project in the City's Capital Improvement Program (CIP); however, this project is not funded at this time. Also, the intersections of F.M. 1709 and White Chapel Boulevard, Shady Oaks Drive and North Peytonville Avenue will be improved as part of the Traffic Management Bond Program. D. Future Traffic Demand 1) Traffic Generators: Staff has projected that once the properties in and near the proposed collector road are developed, they will generate between 2,500 and 2,750 vehicles trips per day. The Land Use Assumption Report projects that approximately 400 new homes will be constructed within the expected Attendance Zones for Durham Elementary and Intermediate Schools (Shady Oaks Drive), the new Middle School (N. Peytonville Avenue) and Carroll Junior High (N. White Chapel Boulevard) within the next ten(10) years. 2)No-Build of the Collector Road-If the collector road is not constructed, all traffic from the future middle school (estimated 1,200 vehicle trips per day) will access directly onto Peytonville Avenue. It is likely, that the residential property (Clow property-estimated 1,500 vehicle trips per day) would access onto Shady Oaks Drive, increasing traffic congestion near Durham. Lengthy delays at intersections in the subject area and circulation problems will be exacerbated. The ability for vehicles to travel from one school to another during peak traffic times in an expedient manner will be severely compromised. Cut-through traffic through Coventry Manor will increase with the addition of two (2) major trip generators and additional homes being built in the area(Middle School/Large Residential Subdivision) 3) Build of the Collector Road - If a collector road is constructed, traffic circulation in and around the school properties will be greatly improved. %W Agenda Item Page 4 7F Vehicles will have the ability to travel from one school site to another school sites in a more expedient manner. Traffic volumes and cut-through traffic in Coventry Manor will decrease due to the provision of a more efficient and accessible east/west connector for the residents of Southridge Lakes, Myers Meadows and Cross Timber Hills. 4) Future Traffic Peytonville Avenue -Traffic along Peytonville Avenue will increase significantly with the construction of the middle school. Residents in Southridge Lakes, Myers Meadow and Cross Timber Hills will continue to utilize Peytonville Avenue in lieu of F.M. 1709 whether or not an east/west connector road is provided. 5) Future Cut -through traffic in Cross Timber Hills and Coventry Manor Subdivisions as a result of construction of a east/west collector- a. Cross Timber Hill's Subdivision Concerns of some Cross Timber Hill's residents are that once the ultimate section of Randol Mill (F.M. 1938) is developed (F.M. 1709 to Highway 114), vehicles will utilize Cross Timber Hills subdivision to access Randol Mill Avenue to either travel south to the commercial corridor located in the vicinity of the Davis Boulevard and F.M. 1709 corridor or travel north on F.M. 1938 to access the future employment center located along State Highway 114 in Trophy Club and Southlake. b. Cutting through Cross Timbers to travel south on Randol Mill Avenue/F.M. 1938 A vehicle located at the Woodbrook Lane/North Peytonville intersection has three (3) possible routes to utilize to access the intersection of F.M. 1938/F.M. 1709 and Randol Mill Avenue and the associated commercial development. These options are outlined in the following table (Also see Attachment D): Travel Description Trip Length Option#1 South on Peytonville then west on F.M. 1709 to 1.8 miles the intersection of F.M. 1938/F.M. 1709 South on Peytonville,continue south on South Option#2 Ridge Lakes Boulevard and then west to the 1.8 miles intersection of F.M. 1938/F.M. 1709 Option#3 West on Woodbrook Lane,north along Lakeview Drive,west on Kingwood Drive and 2.5 miles south on Randol Mill Avenue Staff believes that vehicle cut-through traffic through the Cross Timber Hill's Agenda Item Page 5 7F Subdivision(Option#3)will not occur and a driver will select Option#1 or kw Option#2 due to the following reasons: 1) Higher speed limits and a shorter trip length utilizing Peytonville Avenue or Southridge Lakes Parkway versus cutting-through the Cross Timber Hills subdivision. 2) The peak operating times of commercial establishments do not coincide with peak traffic times. Therefore, the times in which people typically shop in Southlake will correspond with a time when F.M. 1709 is experiencing relatively free flowing traffic. Therefore, people will be more likely to access onto F.M. 1709. 3) If the ultimate Randol Mill Avenue/F.M. 1938 is completed and a connection from the State Highway 114 employment centers (trip generators)to F.M. 1709 is provided, it is likely that the congestion level during the afternoon for south bound Randol Mill Avenue/F.M. 1938 will be similar to that on west bound F.M. 1709. Therefore, vehicles on Randol Mill Avenue will experience similar delays as those vehicles on F.M. 1709. As a result, there would be no trip time reduction for a vehicle to cut through Cross Timber Hills to access south bound Randol Mill Avenue/F.M. 1938 and then proceed south to F.M 1709. c. Cutting through Cross Timbers to travel north on the future Randol Mill Avenue/F.M. 1938 to access future employment centers located on the State Highway 114 Corridor The other concern of some Cross Timber Hill's residents is that if the ultimate F.M. 1938 is constructed, vehicles will cut through the subdivision to travel north to access future the employment center located along State Highway 114. Vehicles wishing to access the future employment center along State Highway 114 in Trophy Club and Southlake from N. Peytonville Road will most likely just travel north along Peytonville Avenue to West Dove Street and then merge onto State Highway 114. Also, a future connection from West Dove Street to ultimate F.M. 1938 may occur. Due to the additional travel time and distance, it is very unlikely that a vehicle will travel south then west through Cross Timber Hills to access F.M. 1938 to travel north. Financial Considerations: There are no current financial issues to consider with this amendment. However, the right-of-way necessary for this collector, should it be constructed in the future, could be required to be dedicated at no cost to the city based on its inclusion in the MTP. Also, the collector road must be Agenda Item Page 6 7F indicated in the Capital Improvements Program(CIP)to be eligible for traffic impact fee funding. If the proposed collector road is built, the road will likely be funded through a combination of impact fees, developer contribution and Capital Improvement Program funds. Citizen Input/ Board Review: • Planning and Zoning Commission recommended approval of this item (5-0) August 5, 1999. • A city-wide SPIN meeting was held in the Senior Activity Center to address this issue on August 26, 1999. • This item was discussed and approved on first reading (6-0) at the Regular City Council Meeting on September 7, 1999. • The City Council tabled the second reading of this item (7-0) at their regular meeting of September 21, 1999, to provide staff time to contract with a traffic firm to conduct a vehicle count and turning movement study to determine the volume of cut-through traffic in the Coventry and Cross Timber Hills subdivisions during peak travel times (Study conducted by Lee Engineering-See Attachment D). • A second SPIN was held on Sunday, October 31> 1999 at the Senior Center to go over preliminary results of the traffic study conducted by Lee Engineering. • At the February 15, 2000 City Council meeting, the Director of Public Works presented three (3) possible alignment options for the future collector road. The City Council recommended that a work group be formed to study the MTP in regards to the location of a connector road between Peytonville Avenue and Shady Oaks Drive. • On July 27, 2000, a citizens work group met with staff in July of this year had a number of concerns, including existing and future cut-through traffic via the Coventry and Cross Timbers Hills Subdivisions and the drainage issues on the Durham Elementary property.However, a specific alignment was not agreed upon by the work group. • On October 19, 2000, the P&Z approved 6-0 to amend the currently adopted Master Thoroughfare Plan to provide for a collector street between White Chapel Boulevard and North Peytonville Avenue that will be 64' in width and will accommodate a center turn lane, and also amend Agenda Item Page 7 7F the language to the MTP to state the following: "The east-west collector (r road indicated on the Thoroughfare Plan map located between White Chapel Boulevard and North Peytonville Avenue and north of F.M. 1709 and south of S.H. 114 is intended to only show a general alignment. The precise alignment of this collector will ultimately be based on development conditions prior to construction." Specific Issues Related to the MTP Amendment: The ultimate alignment of the collector will be a function of future development on individual parcels. It is staff s belief that until such time that formal submittal(s) are made on the subject properties (particularly on the C.IS.D. property on Peytonville Avenue), not enough information is available for the work group or staff to determine an optimal alignment. Alternatives: The alternative to amending the Master Thoroughfare Plan to show this collector street is to not amend the plan, with future development conditions dictating the need and location for access in the area. Supporting Documents: Exhibit A-Proposed amendment to the Master Thoroughfare Plan Map Exhibit B-Proposed amendment to the Master Thoroughfare Text Attachment A-Traffic Counts Attachment B-Turning Movement Study by Lee Engineering-A.M. Peak Attachment C- Turning Movement Study by Lee Engineering-P.M. Peak Attachment D- Distance Map Staff Recommendation: Even though staff believes that it is premature to make a recommendation on the final alignment on this proposed collector, it is our opinion that the collector should be placed on the MTP map. Placing the collector on the MTP map ensures that a basis is provided to require right-of-way dedication or reservation in the event that development plans are submitted. Over the past few months, staff has had many inquiries concerning the possible development of the Clow property. Also, the school is in the process of acquiring additional properties. If the Clow or C.I.S.D. properties submit a plat prior to a MTP amendment, the City may lose its ability to have the required right-of-way dedicated for this project. Therefore, staff recommends to the City Council approval of the MTP amendment for future right-of-way acquisition purposes as shown in Exhibit"A," and amend the MTP text to state "The (C2U) east-west collector road indicated on the Thoroughfare Plan map located between White Chapel Boulevard and North Peytonville Avenue and north of F.M. 1709 and south of State Highway 114 is intended to only show a general alignment. The precise alignment of this collector road will ultimately be based on development conditions prior to Agenda Item Page 8 7F construction. Also,this collector road will accommodate a center turn lane" as shown on "Exhibit B" attached to the Resolution. Please do not hesitate to call myself or Ken Baker at 481-5581 Ext. 744 with any questions concerning this matter. BP/KB Approved for Submittal to City Council: City Manager's Office Agenda Item Page 9 7F RESOLUTION NO. 00-96 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, FOR AMENDMENT TO THE ADOPTED MASTER THOROUGHFARE PLAN MAP TO INDICATE THE GENERAL ALIGNMENT OF A COLLECTOR ROAD (C2U) WITH 64' OF RIGHT-OF-WAY ON PROPERTIES LOCATED BETWEEN WHITE CHAPEL BOULEVARD AND SHADY OAKS DRIVE AND TO AMEND THE MASTER THOROUGHFARE PLAN TEXT TO INDICATE THAT THIS COLLECTOR IS INTENDED ONLY TO SHOW THE GENERAL ALIGNMENT AND THAT PRECISE ALIGNMENT OF THE COLLECTOR ROAD WILL BE BASED ON DEVELOPMENT CONDITIONS. WHEREAS, the City of Southlake, 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, Section 11.06 of the Southlake City Charter provides for the adoption and updating of a Comprehensive Master Plan and its components, including the Master Thoroughfare Plan; and WHEREAS, the Planning and Zoning Commission has forwarded a recommendation for an amendment to the Master Thoroughfare Plan. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,TEXAS: SECTION 1 Agenda Item Page 10 7F Pursuant to Section 11.06 of the Southlake City Charter, the Comprehensive Master Plan, of which the Master Thoroughfare Plan is a component,may be submitted in whole or in part from time to time to the Council for their adoption, accompanied by a recommendation by the Planning and Zoning Commission, and shall contain a planning consideration for a period of at least ten (10) years. The proposed amendment to the Master Thoroughfare Plan,noted by graphical depiction in Exhibit "A" and written description in Exhibit "B" attached hereto, is hereby approved. SECTION 2 The different elements of the Comprehensive Master Plan, as adopted and amended by the City Council from time to time, shall be kept on file in the office of the City Secretary of the City of Southlake, along with a copy of the minute order of the Council so adopting or approving same. Any existing element of the Comprehensive Master Plan which has been heretofore adopted by the City Council shall remain in full force and effect until amended by the City Council as provided herein. SECTION 3 This resolution shall become effective on the date of approval by the City Council. PASSED AND APPROVED THIS DAY OF , 2000. CITY OF SOUTHLAKE By: Rick Stacy, Mayor ATTEST: Sandra L. LeGrand City Secretary Agenda Item Page 11 7F APPROVED AS TO FORM: City Attorney City of Southlake, Texas Agenda Item Page 12 7F Resolution No.00-96 Page 4 EXHIBIT A Proposed Amendment to the Thoroughfare Plan —T- L O � I y --------------- -- ---- �y-L I� Existing 50' ROW ! I �I Durham Elementary _ Carroll Junior High L a y i \ C2U WITH 64' OF R.O.W.C � �� �- �, i qil, i. THIS COLLECTOR ROAD WILL BE DESIGNED TO ACCOMODATE A CENTER TURN LANE Agenda Item Page 13 7F Resolution No. 00-96 Page 5 EXHIBIT B "The (C2U) east-west collector road indicated on the Thoroughfare Plan map located between White Chapel Boulevard and North Peytonville Avenue and north of F.M. 1709 and south of State Highway 114 is intended to only show a general alignment. The precise alignment of this collector road will ultimately be based on development conditions prior to construction. Also, this collector road will accommodate a center turn lane." Agenda Item Page 14 7F Attachment A Proposed Amendment to the Thoroughfare Plan ' Tumberry Lane West Highland Street East Bound Traffic Counts East Bound Traffic Counts 24-Hour Total-1406 24-Hour Total-1991 AM Peak Hour-199(7-8) AM Peak Hour-264(8-9) • PM Peak Hour-143(3-4) PM Peak Hour-259(3-4) Tumberry Lane West Highland Street West Bound Traffic Counts West Bound Traffic Counts 24-Hour Total-1665 . 24-Hour Totals-1994 AM Peak-156(8-9) Am Peak Hour-204(7-8) PM Peak-173(3.4) PM Peak Hour-211(5 6) J. Clow la Carroll ISD J.Clow V.Swir ski Carroll ISD Carroll ISD` J. Clow Peytonville Avenue Shady Oaks Drive White Chapel Boulevard North Bound Traffic Counts North Bound Traffic Counts North Bound Traffic Counts 24-Hour Total-1237 24-Hour Total-1602 24-Hour Total-3479 AM Peak Hour-173(8-9) AM Peak-245(8-9) AM Peak Hour-358(8-9) PM Peak Hour-93(5-6) PM Peak-167(3-4) • PM Peak Hour-258(6-7) Peytonville Avenue Shady Oaks Drive White Chapel Boulevard South Bound Traffic Counts South Bound Traffic Counts South Bound Traffic Counts 24-Hour Total-1229 24-Hour Total-1773 24-Hour Total-3569 AM Peak Hour-88(7-8) AM Peak Hour-350(8-9) AM Peak Hour-346(7.8) PM Peak Hour-193(5-6) PM Peak Hour-175(6.7) PM Peak Hour-324(5 6) N ,M44, W E S Agenda Item Page 15 No Scale 7F -o C J s ATTACHMENT B a� o _ o LL z rn N^� 4--96 � � � � Y _ LO cn0 n � 5Li-�� � � r O MAN OO 00 V, t0 pp ^ M O i 04 Lr) V O � O ^. O I . U v O Nto am • °' O u 0 6C bZC--► r ~ csZ-. n, N r7 W nn I l_.L N v X r, � � Q K7 rn 0 OD 00 c0 L I 0 v= 0 m O N 3 N 0 rn 0) Y U) Fes- � ci _ E w �LLI t cD O U O ® c s D: � o 0 O _0 m�m� Nd L 0C F- -C C ®IQWI N O 0 O Q f- N -0 -�-J L , IIIII z O 0 N L cr 6SZ-* W r U a Agenda Item L i E 7F W xxx W xxx jY v �u i W N ATTACHMENT C j Q) o o L� z 4-ZCl U) ,�— s« N O -c o -c o ZCl 0 c� rn M n N -q- N C4 ' 10 C O O O U O � -- � 70 > oar f< ^ 0 O •L c � 0 89L-► Y �-- ZSs-► OS� 0 N o `° a x �n1� O r� �n l _ L n U O O "' o pcv _0 (n O N O E a, 3 7 O momcm O O E M � o pU p f- O U t CP N o :) (71 ,.� L voo Y Lon L'b H .c c . 4 •- .- .+ L , I I O o � a � a � z o � CD W F- U � L99--1. � I y Agenda Item W x x 7F J x x x tow ATTACHMENT D PD-1 � r In ti o c TUR BERRY HGHLAND wR C D 1.4 J O k_ A �R r 0.30 E so E �+ F { G 1 1 Segment Distance (in miles) N A to B 0.75 B to C 0.5 CtoD 1.4 W E C to E 1.1 C to F 1.4 S E to F 0.3 F to G 0.4 No Scale Agenda Item Page 18 7F r City of Southlake • Department of Planning STAFF REPORT November 3, 2000 CASE NO: ZA00-101 PROJECT: Proposed Lots 7A & 711, J. J. Freshour No. 521 Addition REQUEST: On behalf of Lee Huntley, David and Alisha LeBrun are requesting approval of the plat revision for Lots 7A and 713, J. J. Freshour No. 521 Addition. ACTION NEEDED: Consider plat revision. ATTACHMENTS: (A) Background Information (B) Vicinity Map (C) Plans and Support Information (D) Plat Review Summary (E) Developer Comments (F) Surrounding Property Owner Map (G) Surrounding Property Owner Responses (H) I 1 X 17 Copies of Plans (for Council and Commission Members Only) STAFF CONTACT: Dennis Killough(Ext. 787) Case No. Agenda Item ZA00-101 8A BACKGROUND INFORMATION OWNER: Lee Huntley APPLICANTS: David and Alisha LeBrun PROPERTY SITUATION: On the north side of Johnson Road approximately 500' east of North Pearson Lane. HISTORY: The property was rezoned and platted in October of 1999. LEGAL DESCRIPTION: Lot 7, J. J. Freshour No. 521 Addition, being 3.41 acres. LAND USE CATEGORY: Low Density Residential CURRENT ZONING: "SF-1 13" Single Family Residential District P&Z ACTION: October 19, 2000; Approved(6-0) subject to Plat Review Summary No. 2, dated October 13, 2000, approving the variance to Item #1 (all lots shall abut a street). P&Z SPEAKERS: In Favor Qualified In Favor Opposed Other 1 STAFF COMMENTS: Attached is Plat Review Summary No. 2, dated October 13, 2000. NACommunity Development\WP-FILES\MEMO\2000cases\00-IO1PR.doc Case No. Agenda Item Attachment A ZA00-101 8A Page 1 Vicinity Map Lots 7A & 7B, J.J. Freshour No. 521 Addition CITY OF KELLER W S*OPD T. E Hxw sc„oo� N� 9� R OslEa a VOO KR S$1 IT __ t 2000 0 2000 4000 Feet N f W E � S Case No. Agenda Item Attachment B ZA00-101 8A Page 1 c0t g CE7 s m � 9 2t 61 fit �J r� �f��� �3�i ! i;, i +•fit 1 '�Rlfi�� iiF3a- i ' oi:tf ' pf,!i i i fit d,r�� i 31 �ifli i i was i 1n i rn i � I r.• � i 1 to 1 iA j p •M91 ,� j � wt.ai oo,o�➢ov 's a I i .s.4'y�� s I s � rrlrz Ninon I � �.._ L 6 ---- ----------- J ' I A ' _ i fj t ' Ali , Case No. ;�� �� ; Agenda Item j e t C ZA00-101 8A I'lagr,e 1 + IMF PLAT REVIEW SUMMARY Case No.: ZA00-101 Review No.: Two Date of Review: 10/13/00 Project Name: Plat Revision -Lots 7R1 and 7R2 J.J. Freshour Addition No 521 being a revision of Lot 7 of the J.J. Freshour Addition No. 521 being 3.41 acres out of the J.J. Freshour Survey Abstract No 521 APPLICANT: David and Alisha LeBrun Surveyor: Randy Gregory 3204 Johnson Rd. 7700 Precinct Line Rd Southlake, TX 76092 Suite 200 Fort Worth, TX 76180 Phone: (817) 379-0502 Phone: (817) 577-9436 Fax: Fax: CITY STAFF HAS REVIEWED THE ABOVE REFERENCED PROJECT RECEIVED BY THE CITY ON 09/18/00 AND WE OFFER THE FOLLOWING STIPULATIONS. THESE STIPULATIONS ARE HEREBY MADE CONDITIONS OF PLAT APPROVAL UNLESS SPECIFICALLY AMENDED BY THE CITY COUNCIL. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER CLARIFICATION,PLEASE CONTACT DENNIS KILLOUGH AT(817)481-5581,EXT.787. 1. All lots shall abut a street. This lot proposes fronting an "ingress — egress easement". (Variance Requested to Ordinance 483, Section 8.01, under the provisions of Ordinance 483, Section 9.01A) (P& ZAction : Approve the requested variance) 2. The following corrections are needed: a. Revise the 15' utility easement along the north and west boundary to a 15' drainage and utility easement. b. Add"No. 521" in the second line of the owner certification, move the "lien holder statement" to the last sentence of the dedication and change"Revised Plat"to"Plat Revision" in the title block. * Original signatures and seals will be required on a minimum of three blackline mylars prior to filing the plat. Also required are two sets of owner's dedications and notaries (8.5" x I V or 14" paper)with original signatures and seals on each. Mylars will not be accepted if any erasures or original ink, other than signatures or seals, appear on the plat. * No building permit shall be issued until the final mylars are submitted to the city for filing in the county plat records. „ Case No. Agenda Item Attachment D ZA00-101 8A Page 1 * A Developers Agreement is required prior to construction of any public infrastructure. The Developer's Agreement for this addition should consider streets, drainage, park dedication requirements and fees, off-site sewer extensions, off-site drainage and utility easements and impact fees. * Denotes Informational Comment cc: David and Alisha LeBrun Case No. Agenda Item Attachment D ZA00-101 8A Page 2 To Whom It May Concern, We are requesting a variance for the land near 3204 Johnson road in Southlake so we can keep our family close together. Right now,we live in the small 2 bedroom/1 bath house next to my parents house but we have quickly out-grown the small home. With a 2 year old and another on the way we definitely need more space and it's great to have the grand parents within walking distance in case of emergency or for last minute babysitting. Also,my mother is planning to care for the new baby for the first 6 months since we both work full-time jobs, as she did for our 2 year old. Another reason we would like to build on the land is because it's the only way we can stay in Southlake...and I have lived in Southlake for 15 years now. I graduated from Southlake Carroll High in 1989 and would love for my children to have the chance to go to such great schools. �w Case No. Agenda Item Attachment E ZA00-101 8A Page 1 Surrounding Property Owners Lots 7A & 7B, J.J. Freshour No. 521 Addition CHf H I E W C H O p Z: 1 � W CT Property Owner Zoning Land Use Description Acrea e 1. L.Huntley 1. "SF-113" 1. Low Density Residential 1. 1.00 acres Case No. Agenda Item Attachment F ZA00-101 8A Page 1 Surrounding Property Owner Responses J. J. Freshour No. 521 Addition NO. OF NOTICES SENT: One (1) RESPONSES RECEIVED: None NACommunity Development\WP-FILES\NOTICE\2000 Exhibits\00-101responses.doc Case No. Agenda Item Attachment G ZA00-101 8A Page 1 City of Southlake, Texas MEMORANDUM TO: Billy Campbell, City Manager FROM: Sharen Elam, Director of Finance Ext. 716 SUBJECT: Resolution No. 00-100, Approving and authorizing publication of notice of intention to issue Tax & (Limited Pledge) Revenue Certificates of Obligation, Series 2000-C Action Requested: Approval of Resolution No. 00-100 as initial step to issue certificates of obligation for capital improvement projects. Background Information: Once this Resolution is approved, the City may issue less than that amount, but cannot exceed it. The Resolution authorizes the publication of a notice in the newspaper of the City's intent to issue certificates of obligation. The certificates are issued and approved by the adoption of an ordinance, with 152 and 2" readings scheduled for November 7`' and December 5", respectively. The City would receive funding early January. The proceeds from the bonds will be used for street and drainage improvements. kAW Financial Considerations: The debt will be repaid through the City's ad valorem tax rate. These certificates will not affect the FY 2000-01 $.422 tax rate, and it is the City's intent to maintain the tax rate within the planning parameters of the multi- year financial plan. Citizen Input/ Board Review: The Resolution is the first step in issuing certificates of obligation. Citizen input is not a requirement of the Resolution; however, a Public Hearing is scheduled for December 5' with the second reading of the ordinance to issue the certificates. Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the Resolution. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. S3"� Billy Campbell, City Manager November 2, 2000 Page 2 (w Supporting Documents: Resolution No. 00-100 Staff Recommendation: Approval of Resolution No. 00-100, approving and authorizing publication of notice of intent to issue Tax & (Limited Pledge) Revenue Certificates of Obligation, Series 2000-C. RESOLUTION NO.QQ1Q0 A RESOLUTION approving and authorizing publication of notice of intention to issue $4,570,000 in principal amount of certificates of obligation for street improvement projects. 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 (the"Act"), for the purposes of paying contractual obligations to be incurred for(a) the construction of public works, to wit: street improvements, including land and rights-of-way acquisition, incidental drainage and traffic signalization, and (b) professional services rendered in relation to such projects and the financing thereof; 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 accordance with the provisions of the Act; now,therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: The City Secretary is hereby authorized and directed to cause notice to be published of the Council's intention to issue certificates of obligation during a meeting scheduled to begin at 7:00 P.M. on the 5"' day of December, 2000, which certificates of obligation shall be issued in a principal amount not to exceed $4,570,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: street improvements, including land and rights-of-way acquisition, incidental drainage and traffic signalization, and (b) professional services rendered in relation to such projects and the financing thereof. Such certificates of obligation shall payable from ad valorem taxes and a limited pledge ($1,000) of the net revenues derived from the operation of the City's combined Waterworks and Sewer System. 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: 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 adoption of the ordinance authorizing the issuance of the certificates of obligation. SECTION 3: It is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. 871168.1 19-3 SECTION 4: This Resolution shall be in force and effect from and after its passage on the date shown below. PASSED AND ADOPTED, this November 7, 2000. . _ _ _ . . _ _ _ _ Mayor, City of Southlake, Texas . . . . . . . . . . ATTEST: City Secretary, City of Southlake, Texas (City Sea[) (W (W 871168.1 -2- 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 51h day of December, 2000, at its regular meeting place in 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 $4,570,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: street improvements, including land and rights-of-way acquisition, incidental drainage and traffic signalization, and (b) professional services rendered in relation to such projects and the financing thereof. Such certificates shall be payable from ad valorem taxes and a limited pledge ($1,000) of the surplus net revenues of the City's combined Waterworks and Sewer System. 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. (W Sandra LeGrand City Secretary, City of Southlake, Texas 871168.1 St-5 City of Southlake, Texas MEMORANDUM TO: Billy Campbell, City Manager FROM: Sharen Elam, Director of Finance Ext. 716 SUBJECT: Resolution No. 00-101, Approving and authorizing publication of notice of intention to issue Tax & WW and SS Surplus Revenue Certificates of Obligation, Series 2000-D Action Requested: Approval of Resolution No. 00-101 as initial step to issue certificates of obligation for capital improvement projects. Background Information: Once this Resolution is approved, the City may issue less than that amount, but cannot exceed it. The Resolution authorizes the publication of a notice in the newspaper of the City's intent to issue certificates of obligation. The certificates are issued and approved by the adoption of an ordinance, with I' and 2°d readings scheduled for November 7`h and December 5"', respectively. The City would receive funding early January. The proceeds from the bonds will be used for water and sewer capital improvement projects. Financial Considerations: The water and sewer neighborhood projects will be repaid through the City's utility Fund and the projects that are part of the City's Impact Fee Study will be repaid through collected impact fees. Citizen Input/ Board Review: The Resolution is the first step in issuing certificates of obligation. Citizen input is not a requirement of the Resolution; however, a Public Hearing is scheduled for December 5' with the second reading of the ordinance to issue the certificates. Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the Resolution. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. gC�l Billy Campbell, City Manager November 2, 2000 Page 2 Supporting Documents: Resolution No. 00-101 Staff Recommendation: Approval of Resolution No. 00-101, approving and authorizing publication of notice of intent to issue Tax & WW & SS Surplus Revenue Certificates of Obligation, Series 2000-D. (W ��a RESOLUTION NO. A RESOLUTION approving and authorizing publication of notice of intention to issue $8,165,000 in principal amount of certificates of obligation for water and sewer capital improvement projects. 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 (the"Act"), for the purposes of paying contractual obligations to be incurred for(a)the construction of public works,to wit: improvements and extensions to water and sewer facilities, including land and rights-of-way acquisition and utility line relocations, and (b) professional services rendered in relation to such projects and the financing thereof; 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 accordance with the provisions of the Act;now,therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: The City Secretary is hereby authorized and directed to cause notice to be published of the Council's intention to issue certificates of obligation during a meeting scheduled to begin at 7:00 P.M. on the 5"' day of December, 2000, which certificates of obligation shall be issued in a principal amount not to exceed $8,165,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: improvements and extensions to water and sewer facilities, including land and rights-of-way acquisition and utility line relocations, and (b) professional services rendered in relation to such projects and the financing thereof. Such certificates of obligation shall payable from ad valorem taxes and surplus net revenues from the operation of the City's combined Waterworks and Sewer System. 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: 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 adoption of the ordinance authorizing the issuance of the certificates of obligation. SECTION 3: It is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. 871165.1 ti SECTION 4: This Resolution shall be in force and effect from and after its passage on the date shown below. PASSED AND ADOPTED, this November 7, 2000. =I Mayor, City of Southlake, Texas • • • • • • • • . ATTEST: City Secretary, City of - Southlake, Texas (City Seal) (W gniss.i -2- EXHI BIT 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 5t' day of December, 2000, at its regular meeting place in 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 $8,165,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: improvements and extensions to water and sewer facilities,including land and rights-of-way acquisition and utility line relocations, and (b) professional services rendered in relation to such projects and the financing thereof. Such certificates shall be payable from ad valorem taxes and surplus net revenues of the City's combined Waterworks and Sewer System. 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. Sandra LeGrand City Secretary, City of Southlake, Texas 871165.1 gC�S City of Southlake, Texas MEMORANDUM TO: Billy Campbell, City Manager FROM: Sharen Elam, Director of Finance Ext. 716 SUBJECT: Resolution No. 00-102, Approving and authorizing publication of notice of intention to issue Tax and Tax Increment Revenue Certificates of Obligation, Series 2000-E Action Requested: Approval of Resolution No. 00-102 as initial step to issue certificates of obligation for capital improvement projects. Background Information: Once this Resolution is approved, the City may issue less than that amount, but cannot exceed it. The Resolution authorizes the publication of a notice in the newspaper of the City's intent to issue certificates of obligation. The certificates are issued and approved by the adoption of an ordinance, with 1' and 2°a readings scheduled for November 7t' and December 5', respectively. The City would receive funding early January. The proceeds from the bonds will be used for constructing and equipping the Town Hall building and other infrastructure improvements within the zone. Financial Considerations: The certificates of obligation will be issued with a dedicated pledge of accumulated tax increment reinvestment zone revenues, and a backup pledge of the City's property tax. The reinvestment zone was created effective January 1, 1997, meaning that date is the baseline for the values within the zone. City, county, hospital district, community college and Carroll school district property taxes collected on the increment values after that date are dedicated to the zone, and will be used to fund the Town Hall and other infrastructure improvements within the zone. Citizen Input/ Board Review: The Resolution is the first step in issuing certificates of obligation. Citizen input is not a requirement of the Resolution; however, a Public Hearing is scheduled for December 5' with the second reading of the ordinance to issue the certificates. Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the Resolution. Oh- Billy Campbell, City Manager November 2, 2000 Page 2 Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. Supporting Documents: Resolution No. 00-102 Staff Recommendation: Approval of Resolution No. 00-102, approving and authorizing publication of notice of intent to issue Tax and Tax Increment Revenue Certificates of Obligation, Series 2000-E. RESOLUTION NO. (W A RESOLUTION approvingand authorizing publication of notice of intention to issue 9 $3,630,000 in approximate principal amount of certificates of obligation for the payment of contractual obligations incurred the construction of public works in Reinvestment Zone Number One, City of Southlake, Texas . 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 (the"Act"),for the purposes of paying contractual obligations to be incurred for(a) the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping, and (b) professional services rendered in relation to such project and the financing thereof; 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 accordance with the provisions of the Act; now,therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: The City Secretary is hereby authorized and directed to cause notice to be published of the Council's intention to issue certificates of obligation during a meeting scheduled to begin at 7:00 P.M. on the 5h day of December, 2000, which certificates of obligation shall be issued in a principal amount not to exceed $3,630,000 for the purposes of paying contractual (W obligations to be incurred for (a) the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping, and (b)professional services rendered in relation to such project and the financing thereof. Such certificates shall be payable from ad valorem taxes and from a lien on and pledge of tax increment revenues on deposit in the tax increment fund established for Reinvestment Zone Number One, City of Southlake, Texas. 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: 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 adoption of the ordinance authorizing the issuance of the certificates of obligation. SECTION 3: It is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. 871171.1 SECTION 4: This Resolution shall be in force and effect from and after its passage on the Cl date shown below. PASSED AND ADOPTED, this November 7, 2000. x �o Mayor, City of Southlake, Texas ATTEST: City Secretary, City of - Southlake, Texas (City Seal) (W (W 871171.1 -2- 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 51'day of December, 2000, at its regular meeting place in 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 a principal amount not to exceed $3,630,000 for the purposes of paying contractual obligations to be incurred for(a)the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping, and(b)professional services rendered in relation to such project and the financing thereof. Such certificates shall be payable from ad valorem taxes and from a lien on and pledge of tax increment revenues on deposit in the tax increment fund established for Reinvestment Zone Number One,City of Southlake,Texas. 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. Sandra LeGrand City Secretary, City of Southlake, Texas 871171.1 ��5 City of Southlake, Texas F ME MOO R*ANDUM TO: Billy Campbell, City Manager FROM: Sharen Elam, Director of Finance Ext. 716 SUBJECT: Ordinance No. 795, 1" Reading, An Ordinance authorizing the Issuance of Tax & (Limited Pledge) Revenue Certificates of Obligation, Series 2000-C Action Requested: Approval of Ordinance No. 795 on 1' reading to issue certificates of obligation for capital improvement projects. Background Information: On October 17, 2000, the Council approved the FY 2000-01 Capital Improvement Project Budget consisting of street and drainage projects totaling $4,417,169. The certificates are issued by adoption of an ordinance, with the 1" and 2nd readings schedule for November 7 h and December 5d', respectively. A public hearing is scheduled for December 5'. Approval of Ordinance No. 795 will set in motion the legal requirements to obtain funds for the capital improvement projects. After approval, the legal documents must be reviewed by the Texas Attorney General's Office. The City would receive funding early January. A copy of the proposed schedule of events is included. The City is issuing certificates of obligation for capital improvement projects because the projects are more than the City can fund in one year from the current revenues or other sources of funds. The proceeds from the bonds will be used for street and drainage improvements. The City will apply to Moody's Investors Service, Standard and Poor's and Fitch for a rating on the certificates. An informal rating presentation will be made via conference call with each of the agencies in late November. It is not anticipated that the City will receive a ratings upgrade, since Fitch upgraded the City in March 2000. The ratings presentations are more to update the agencies on where the City is financially and the projected developments anticipated in the near future. Financial Considerations: The debt will be repaid through the City's ad valorem tax rate. These certificates will not affect the FY 2000-01 $.422 tax rate, and it is the City's intent to maintain the tax rate within the planning parameters of the multi- year financial plan. Citizen Input/ Board Review: A Public Hearing is scheduled for December 5th "S 6' 1 Billy Campbell, City Manager November 3, 2000 Page 2 (W Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the ordinance. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. Supporting Documents: Ordinance No. 795 5-year CIP Budget Tax-Supported Capital Improvement Program Staff Recommendation: Approval of Ordinance No. 795, 1" reading, authorizing the issuance of $4,570,000 of Tax & (Limited Pledge) Revenue Certificates of Obligation, (W Series 2000-C. ORDINANCE NO. 9 5 AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS, TAXAND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-C"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of$4,570,000 for the purposes of paying contractual obligations to be incurred for(a)the construction of public works,to wit:(i)street improvements,including land and rights-of-way acquisition, incidental drainage and traffic signalization, and (b) professional services rendered in relation to such projects and the financing thereof,has been duly published in The Fort Worth Star Telegram, a newspaper hereby found and determined to be of general circulation in the City of Southlake, Texas, on November , 2000 and November_, 2000, the date the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the second reading and final passage of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition protesting the issuance of the certificates of obligation and bearing valid petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with the Mayor, City Secretary or any other official of the City on or 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 the aforesaid notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Authorization, Designation, Principal Amount, Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of$4,570,000,to be designated and bearthe title"CITY OF SOUTHLAKE,TEXAS,TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-C" (hereinafter referred to as the "Certificates"),for the purposes of paying contractual obligations to be incurred for(a)the construction of public works,to wit: (i) street improvements, including land and rights-of-way acquisition, incidental drainage and traffic signalization, and (b) professional services rendered in relation to such projects and the financing thereof, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. 871480.1 (W STE- 3 SECTION 2: Fully Registered Obligations - Authorized Denominations-Stated (W Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated December 1, 2000 (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 February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2003 $ 100,000 % 2004 100,000 % 2005 105,000 % 2006 115,000 % 2007 120,000 % 2008 125,000 % 2009 130,000 % 2010 140,000 % 2011 145,000 % 2012 155,000 % 2013 160,000 % 2014 170,000 % 2015 180,000 % 2016 190,000 % 2017 200,000 % 2018 215,000 % (W 2019 225,000 % 2020 240,000 % 2021 250,000 % 2022 265,000 % 2023 285,000 % 2024 300,000 % 2025 320,000 % 2026 335,000 % The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rate per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2002. 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, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the 871480.1 -2- 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 U. S. Trust Company of Texas, N.A., Dallas, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment,transfer and exchange of the Certificates(the "Secu(ty Register")shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A,and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at 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 or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in New York, New York (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar(i) by check sent United States Mail,first class postage prepaid,to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty(30) days thereafter, a new record date for such interest payment(a "Special Record Date")will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days 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. 871480.1 -3- SECTION 4: Redemption. (a) Optional Redemption. The Certificates maturing on and after February 15,2011 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 February 15, 2010, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. At least forty-five(45)days prior to a redemption date for the Certificates(unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (b) Mandatory Redemption. The Certificates having Stated Maturities of February 15, 20 and February 15, 20 ("Term Certificates")shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Certificates due February 15, 20 Term Certificates due February 15, 20 Redemption Date Principal Amount Redemption Date Principal Amount (W Approximately forty-five (45)days prior to each mandatory redemption date for the Term Certificates,the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity. The principal amount of the Term Certificates for a given Stated Maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like Stated Maturity which,at least 50 days prior to the mandatory redemption date,(1)shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or(2)shall have been redeemed pursuant to the optional redemption provisions set forth in paragraph(a)of this Section and not theretofore credited against a mandatory redemption requirement. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is 871480.1 4- obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty(30)days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv)state that the Certificates,or the portion of the principal amount thereof to be redeemed,shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed,shall cease to accrue from and after the redemption date, provided moneys sufficient for the payment of such Certificate(or the principal amount thereof to be redeemed)at the then applicable redemption price are held forthe purpose of such payment by the Paying Agent/Registrar and (v)specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. SECTION 5: Registration - Transfer - Exchange of Certificates-Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,the Paying Agent/Registrar shall register and deliver,in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of 8714W.1 -5- interest and of like aggregate principal amount as the Certificates surrendered for exchange, (WW upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost,destroyed,or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part,within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION& Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of'Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company(DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representation, by and between the City and DTC (the "Depository Agreement"). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants(the"DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be 871480.1 -6- Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the 'Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter,the Certificates in definitive form shall be assigned,transferred and exchanged on the Security Register maintained bythe Paying Agent/Registrarand payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: 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 orwere the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s)and with respect to Certificates delivered in subsequent exchanges and transfers,all as authorized and provided in V.T.C.A., Government Code, Chapter 1207. No Certificate shall be entitled to any right or benefit under this Ordinance,or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptrollerof Public Accounts of the State of Texas,or his duly authorized agent,ora certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence,and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either(i)as a single fully registered certificate in the total principal amount of$4,570,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or(ii)as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the 'Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s)shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval,certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial 871480.1 -7- Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized IL 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 Certificates,the Registration Certificate of the Comptroller of Public Accounts of the State of Texas,the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers,or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association)and such legends and endorsements(including insurance legends in the event the Certificates,or any maturities thereof,are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof,with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved,typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. B. Form of Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2000-C Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: December 1, 2000 Registered Owner: Principal Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City"), a body corporate and ,, municipal corporation in the Counties of Tarrant and Denton, State of Texas,for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, 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 amount hereof from the Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months;such interest being payable on February 15 and August 15 in each year, commencing February 15, 2002. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Certificate is registered to Cede&Co.,the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the 'Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the 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 debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $4,570,000 (herein referred to as the "Certificates") for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: (i) street improvements, including land and rights-of-way acquisition, incidental drainage and traffic signalization,and(b)professional services rendered in relation to such projects and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code,Subchapter C of Chapter 271,as amended,and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Certificates maturing on dates hereinafter identified (the "Term Certificates") are subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the mandatory redemption date on the respective dates and in principal amounts as follows: 871480.1 -9- Term Certificates due February 15, 20 Term Certificates due February 15, 20 (W Redemption Date Principal Amount Redemption Date Principal Amount The particular Term Certificates of a given maturity to be redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Certificates for a given maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions appearing below and not theretofore credited against a mandatory redemption requirement. The Certificates maturing on and after February 15,2011 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 February 15, 2010, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date,the City shall cause a written_notice of such (W redemption to be sent by United States Mail,first class postage prepaid,to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed)shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede&Co., payment of the redemption-price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar,and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole or in part,the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered ownerwithin 45 days of the redemption date therefor; 8714W.1 -10- provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and from a limited pledge of the Net Revenues(as defined in the Ordinance)of the City's combined Waterworks and Sewer System (the "System"), such pledge being limited to an amount not in excess of $1,000 and, together with a parity pledge securing the payment of the Previously Issued Certificates, being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations" (identified and defined in the Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the nature and extent of the limited pledge of the Net Revenues securing the payment of the Certificates;the terms and conditions relating to the transfer or exchange of this Certificate;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders;the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Net Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the 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 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 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 871480.1 -11- 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 the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance;that the Certificates do not exceed any Constitutional or statutory limitation;and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid, illegal,or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF SOUTHLAKE,TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) 871480.1 -12- C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(s) off. 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) *NOTE TO PRINTER: Do Not Print on Definitive Certificates D. Form of Certificate of Paying Agent/Registrar to appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance;the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in New York, New York, is the"Designated Payment/Transfer Office"for this Certificate. Registration Date: U. S. TRUST COMPANY OF TEXAS, N.A., Dallas,Texas, as Paying Agent/Registrar By Authorized Signature 871480.1 -13- E. 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 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 assignment Signature guaranteed: must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings 'Interest Rate Is (W and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton,State of Texas,for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above,orthe registered assigns thereof,the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). 871480.1 -14- (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the (W unpaid principal amounts hereof from the Certificate Date at the per annum rate(s)of interest specified above computed on the basis of a 360-day year of twelve 30-day months;such interest being payable on February 15 and August 15 of each year, commencing February 15, 2002. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by U. S. Trust Company of Texas, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in New York,New York(the"Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the"Record Date",which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid,to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the 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 debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized,and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Certificates" shall mean the $4,570,000 "City of Southlake, Texas, Tax and Limited Pledge Revenue Certificates of Obligation, Series 2000-C"authorized by this Ordinance. (b) The term "Certificate Fund"shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (c) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes,the date the annual ad valorem taxes levied each year by the City become delinquent. (d) The term "Fiscal Year" shall mean the twelve month financial accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City. (e) The term"Government Securities"shall mean(i)direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii)noncallable obligations of an agency or instrumentality of the United States,including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally recognized investment rating firm 871480.1 -15- not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (f) The term "Gross. Revenues" shall mean all income, receipts and revenues of every nature derived or received from the operation and ownership (excluding refundable meter deposits, restricted gifts and grants in aid of construction) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations payable solely from the revenues of the System and other obligations payable solely from and secured only by a lien on and pledge of the Net Revenues. (g) The term "Maintenance and Operating Expenses" shall mean all current expenses of operating and maintaining the System, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall not be considered Maintenance and Operating Expenses. Maintenance and Operating Expenses shall include payments under contracts for the purchase of water supply, treatment of sewage or other materials, goods, services, or facilities for the System to the extent authorized by law and the provisions of such contract. (h) The term"Net Revenues"shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Maintenance and Operating Expenses during such period. (i) 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 forwhich payment has been duly provided by the City in accordance with the provisions of Section 20 hereof; and 871480.1 -16- (3) those Certificates that have been mutilated, (W destroyed, lost,or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 19 hereof. Q) The term "Previously Issued Certificates"shall mean the outstanding (1) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge)Revenue Certificates of Obligation, Series 1990", dated August 1, 1990, issued in the original principal amount of $1,100,000, (2) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,Series 1992",dated May 1, 1992, issued in the original principal amount of $1,300,000, (3) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1994", dated December 1, 1994, originally issued in the principal amount of $4,350,000, (4) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1996", dated February 15, 1996, originally issued in the principal amount of $2,380,000, (5) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1997", dated February 15, 1997, originally issued in the principal amount of $9,670,000, (6) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1998", dated May 15, 1998, originally issued in the principal amount of$13,910,000, (7)"City of Southlake,Texas,Tax and Waterworks and Sewer System(Limited Pledge)Revenue Certificates of Obligation,Series 1999", dated April 1, 1999, and originally issued in the principal amount of$17,030,000 (W and (8)"City of Southlake, Texas,Tax and Limited Pledge Revenue Certificates of Obligation, Series 2000", dated March 1, 2000, and originally issued in the principal amount of$3,895,000. (k) The term "Prior Lien Obligations" shall mean (i) the outstanding and unpaid (1) "City of Southlake, Texas, Waterworks and Sewer System Revenue Bonds, Series 1984", dated May 1, 1984, originally issued in the aggregate principal amount of $500,000, (2) "City of Southlake, Texas, Waterworks and Sewer System Revenue Refunding Bonds,Series 1987",dated March 1, 1987, and originally issued in the aggregate principal amount of $217,000,(3)"City of Southlake,Texas,Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 1992-A", dated October 1, 1992, and originally issued in the aggregate principal amount of$1,300,000, (4) "City of Southlake, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2000-A", dated March 1, 2000, and originally issued in the aggregate principal amount of$9,245,000, and (5) "City of Southlake, Texas,Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation,Series 20001)",dated December 1,2000,and originally issued in the aggregate principal amount of $8,165,000, and (ii) obligations hereafter issued which by the terms of the authorizing ordinance are made 8714so.1 -17- payable from and secured by a lien on and pledge of the Net Revenues of the System ranking prior and superior to the lien and pledge securing the payment of the Certificates. (1) The term"System" shall mean all properties, facilities and plants currently owned, operated and maintained by the City for the supply, treatment, transmission and distribution of treated potable water and the collection, treatment and disposal of water-carried wastes, together with all future extensions, improvements, replacements and additions thereto. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates,there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 2000-C TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND",and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the"Public Funds Investment Act"(V.T.C.A., Government Code, Chapter 2256)relating to the investment of"bond proceeds'; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessaryto prevent any default in connection with the Certificates. SECTION 12: Tax Lew. To provide for the payment of the"Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding,a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements,full allowance being made for delinquencies and costs of collection;said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements,and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the 8714W.1 -18- City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest and premium, if any, received from the purchasers of the Certificates shall be deposited to the Certificate Fund. In addition,any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund,and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of Prior Lien Obligations,the Net Revenues of the System in an aggregate amount not to exceed $1,000 are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and the limited pledge of$1,000 of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and shall be on a parity in all respects with the lien on the Net Revenues securing the payment of the Previously Issued Certificates. Furthermore, such lien on and pledge of the Net Revenues securing the payment of the Certificates shall be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of the Prior Lien Obligations)shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the"City of Southlake Waterworks and Sanitary Sewer System Fund"(hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund shall be allocated, appropriated and budgeted to the extent required for the following purposes and in the order of priority shown, to wit: First: To the payment of all necessary and reasonable Maintenance and Operating Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues, Second: To the payment of all amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations. Third: To the payment, equally and ratably, of the limited amounts pledged to the payment of the Previously Issued Certificates and the Certificates. Any Net Revenues remaining in the System Fund aftersatisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. 871480.1 -19- SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision(except any portion thereof as may be at anytime properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Net Revenues of the System to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing underV.T.C.A, Government Code,Sections 1502.056 and 1502.058 and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) Other than for the payment of the Certificates, the Previously Issued Certificates and the Prior Lien Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 17: Issuance of Prior Lien Obligations/Additional Parity Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, and such Prior Lien Obligations hereafter issued may be payable, in whole or in part,from the Net Revenues(without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and secured in such manner as the City Council (W may determine. Additionally,the City reserves the right without any limitations or restrictions to issue additional obligations payable(in whole or in part)from and secured by lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien on and pledge of such Net Revenues securing the payment of the Previously Issued Certificates and the Certificates. SECTION 18: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System, and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any,conferred thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the limited pledge of revenues herein made for the payment and security of the Certificates. 871480.1 -20- SECTION 19: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate,or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude(to the extent lawful)all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 20: 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 Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent such limited pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,terminate, and be discharged and satisfied. Certificates or any 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 or the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as 871480.1 -21- "arbitrage bonds"within the meaning of Section 148 of the Internal Revenue Code of 1986, as (W 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 three (3) years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing,any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 21: 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 so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time,amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a 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,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 Certificates, (2)give any preference to any Certificate over any other Certificate,or(3)reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 22: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b)of the Regulations. 871480.1 -22- "Gross Proceeds"means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment"means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield"of(1)any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written.opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own,operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, 8714M.1 -23- constructed or improved with such Gross Proceeds in any activity carried on by (W any person or entity(including the United States or any agency, department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition,construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder,the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be 'loaned"to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2)capacity in or service from such property is committed to such person or entity under a take-or-pay,output or similar contract or arrangement;or(3)indirect benefits,or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at 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 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 8714W.1 -24- apart from all other funds (and receipts, expenditures and investments thereof) (W and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law,the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in orderto 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 rulings thereunder,the City shall not,at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h)of this Section because such transaction results in a smaller profit or a larger loss than would have 871480.1 -25- resulted if the transaction had been at arm's length and had the Yield of the Certificates not been (W relevant to either party. 6) Elections. The City hereby directs and authorizes the Mayor,City Secretary, City Manager and Director of Finance, individually or jointly,to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 23: Sale of Certificates - Official Statement Approval. The sale of the Certificates authorized by this Ordinance to (herein referred to as the "Purchasers") in accordance with the Purchase Contract,dated December 5,2000,attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes. The acts of the Mayor in executing said Purchase Contract for and on behalf of the City and as the act and deed of this Council is hereby ratified,confirmed and approved,and in regard to the approval and execution of the Purchase Contract, the Council hereby finds, determines and declares that the representations,warranties and agreements of the City(contained therein)are true and correct in all material respects and shall be honored and performed by the City. Furthermore,the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor,City Manager,Director of Finance or City Secretary,individually or collectively), shall be and is hereby in all respects approved, and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated December 5, 2000, in the (W reoffering,sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 24: Proceeds of Sale. The proceeds of sale of the Certificates,excluding the accrued interest and premium, if any, received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including specifically guaranteed investment contracts permitted in V.T.C.A., Section 2256.015, et seq, and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest and premium, if any, as well as all surplus proceeds of sale of the Certificates, including investment earnings,remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. 8714W.1 -26- SECTION 25: Control and Custody of Certificates. The Mayor of the City shall be and (W is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates,the investigation by the Attorney General of the State of Texas,including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, Mayor Pro Tern, City Secretary, Director of Finance and City Manager, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s)to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 26: 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 27: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and 871480.1 -27- delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 29: 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 30: 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, and this Ordinance and all its provisions is intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 31: 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 32: 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 33: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 34: 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 35: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 36: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: WSRB" means the Municipal Securities Rulemaking Board. 871480.1 -28- "NRMSIR' means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2000) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 23 of this Ordinance, being the information described in Exhibit B hereto. Financial statements to be provided shall be(1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2)audited,if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial information and operating data and will file the annual audit report,when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB)that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 8714W.1 -29- 6. Adverse tax opinions or events affecting the tax-exempt status of the (W Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,of any failure bythe City to provide financial information oroperating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations,Disclaimers,andAmendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person"with respect to the Certificates within the meaning of the Rule,except that the City in any event will give the notice required by subsection(c)hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are forthe sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section,express or implied,shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results,condition,or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART,OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim,waive,or otherwise limit the duties of the City under federal and state securities laws. 971480.1 -30- The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements,a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if(1)the provisions of this Section,as so amended,would have permitted underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount(or any greater amount required by any other provision of this Ordinance that authorizes such an amendment)of the Outstanding Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 37: 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,Chapter551,as amended. 871480.1 -31- SECTION 38: Effective Date. This Ordinance shall take effect and be in full force immediately from and after its date of adoption shown below. PASSED ON FIRST READING, November 7, 2000. PASSED ON SECOND READING AND ADOPTED, this December 5, 2000. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: (, City Attorney 871480.1 -32- Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 14 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 871480.1 ` 9 m wr w F N W W Z 1. N W Q }� U' 4 W N N W O W N N r W ] W N 2 N J Z wF w U z a ~ -.yr� W R yrj C J N O W O< 2 O W z 0 d 2 a 2 R J 1 2 f f f y N IL <. z N Iw- V m a 7 0 u O O u a. 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Ua mF m0 mUw C h y voeoeo u N U N- 911 7 ONI O L N O O O O O In�p A(py O O; N CR C N El A 172, O &O N t0 V N N A aD 01 O N(O 1n n A m 01 O N lh � N(O A m OI p1� N fO C N N N N�� N N N N N N N N N N N N N N N(N`/N N N N ! § k(4w 2 k � K in 9 § ■ � § � . � 2 & �KLO r ■ U- ( | u � � . � 2 0 L t & k 2 � < -- j i 3 � �1 o Ali 'S Poo = w 0:1 `, o o W ooW o o W �� � � ..�., C � •.fir N � •'�" N bOA "O :� b10 ' bA �' u .., O .� � . a Z Q o A D o UN o CA cooC4.0 a o r CJ cl `t. 4 � w C.) v1 v � *a,gold Z Lei r••b U Qj rA O Gj y O Z Gj y ►--i Cj y .r, WOO > PCo b rco Z '° � o PO PC •� 1 .� � �• o U U � � � ♦, a3 � � -1 � � a3 op" . ' .� e� U U F+ E* F* • o z z � � � N UoFOOI •� UAF" NO N O N vl O E..l y •ia N y •ice N � y •�, N ''C .poil ro Op" Ccz.A ItiP= O o O 44.44Ald W ° 4-4 C� � CCI ° •N a� U rA &4 U U O 0 Co y O a� a� •� 0. POON Op" PC � po u u b a s a a o 0 tt CI �o � A M ti � � 0 (4w Ol p 0-4 ? ' •H rot w o� w •� o lot � �' ■ ■ 0 ■ ■ ■ ■ r O M M `C M O O N O M N 00 l- tn M V--4 I N S d N et t� M tn ch M <t �t 00 CIS iol� Gf} ios- E19- ios- ONO I tn o � M .4 •" A Ps a� `o S, K con h N � City of Southlake, Texas MEMORANDUM TO: Billy Campbell, City Manager FROM: Sharen Elam, Director of Finance Ext. 716 SUBJECT: Ordinance No. 796, 1" Reading, An Ordinance authorizing the Issuance of Tax & WW & SS Surplus Revenue Certificates of Obligation, Series 2000-D Action Requested: Approval of Ordinance No. 796 on I' reading to issue certificates of obligation for capital improvement projects. Background Information: On October 17, 2000, the Council approved the FY 2000-01 Capital Improvement Project Budget consisting of water and sewer capital improvement projects totaling $7,934,586. The certificates are issued by adoption of an ordinance, with the I`and 2nd readings schedule for November 7'h and December 5`h, respectively. A public hearing is scheduled for December 5`h. Approval of Ordinance No. 796 will set in motion the legal requirements to obtain funds for the capital improvement projects. After approval, the legal documents must be reviewed by the Texas Attorney General's Office. The City would receive funding early January. A copy of the proposed schedule of events is included. The City is issuing certificates of obligation for capital improvement projects because the projects are more than the City can fund in one year from the current revenues or other sources of funds. The proceeds from the bonds will be used for water and sewer capital improvement projects. The City will apply to Moody's Investors Service, Standard and Poor's and Fitch for a rating on the certificates. An informal rating presentation will be made via conference call with each of the agencies in late November. It is not anticipated that the City will receive a ratings upgrade, since Fitch upgraded the City in March 2000. The ratings presentations are more to update the agencies on where the City is financially and the projected developments anticipated in the near future. Financial Considerations: The water and sewer neighborhood projects will be repaid through the City's utility Fund and the projects that are part of the City's Impact Fee Study will be repaid through collected impact fees. Citizen Input/ hw Board Review: A Public Hearing is scheduled for December 51" 41�--1 Billy Campbell, City Manager November 3, 2000 Page 2 Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the ordinance. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. Supporting Documents: Ordinance No. 796 Waterworks & Sewer System Capital Improvement Program Staff Recommendation: Approval of Ordinance No. 796, 1st reading, authorizing the issuance of $8,165,000 of Tax & WW and SS Surplus Revenue Certificates of Obligation, Series 2000-D. (W (W gF�a (W ORDINANCE NO. t-tom AN ORDINANCE authorizing the issuance of"CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-D'; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a lien on and pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance,payment,security,sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of$8,165,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: improvements and extensions to waterand sewer facilities,including land and rights-of-way acquisition and utility line relocations, and(b)professional services rendered in relation to such projects and the financing thereof, has been duly published in The Fort Worth Star Telegram on November_, 2000 and November _, 2000,the date the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the second reading and final passage of the ordinance (W authorizing the issuance of such certificates; and WHEREAS, no petition protesting the issuance of the certificates of obligation and bearing valid petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with the Mayor,City Secretary or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines the certificates of obligation described in the aforesaid notice should be issued and sold at this time in the principal amount and manner identified below; 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$8,165,000,to be designated and bearthe title"CITY OF SOUTHLAKE,TEXAS,TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-D"(hereinafter referred to as the"Certificates"), for the purposes of paying contractual obligations to be incurred for(a)the construction of public works, to wit: improvements and extensions to water and sewer facilities, including land and rights-of-way acquisition and utility line relocations, and (b)professional services rendered in relation to such projects and the financing thereof, pursuant to authority conferred by and in conformity with the 871544.1 <3F3 Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, (W 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 December 1, 2000 (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 February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2002 $240,000 % 2003 250,000 % 2004 265,000 % 2005 275,000 % 2006 290,000 % 2007 305,000 % 2008 320,000 % 2009 340,000 % 2010 355,000 % 2011 370,000 % 2012 395,000 % 2013 420,000 % 2014 440,000 % (W 2015 465,000 % 2016 495,000 % 2017 520,000 % 2018 550,000 % 2019 590,000 % 2020 620,000 % 2021 660,000 % The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rate per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2002. 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, redemption,or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America,which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. 871544.1 -2- The selection and appointment of U.S. Trust Company of Texas N.A., Dallas, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment,transfer and exchange of the Certificates(the "Security Register")shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement",substantially in the form attached hereto as Exhibit A,and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at 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 or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in New York, New York (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date(the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar(i)by check sent United States Mail,first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty(30) days thereafter, a new record date for such interest payment (a "Special Record Date")will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days 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: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15,2011 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 871544.1 -3 thereof(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2010, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. At least forty-five(45)days priorto a redemption date for the Certificates(unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (b) Mandatory Redemption. The Certificates having Stated Maturities of February 15, 20 and February 15, 20 ('Term Certificates") shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Certificates due February 15, 20 Term Certificates due February 15, 20 Redemption Date Principal Amount Redemption Date Principal Amount Approximately forty-five(45)days prior to each mandatory redemption date for the Term Certificates,the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates (W within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity. The principal amount of the Term Certificates for a given Stated Maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like Stated Maturity which,at least 50 days prior to the mandatory redemption date,(1)shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or(2)shall have been redeemed pursuant to the optional redemption provisions set forth in paragraph(a)of this Section and not theretofore credited against a mandatory redemption requirement. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. 871544.1 -4- (d) Notice of Redemption. Not less than thirty(30)days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense,to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv)state that the Certificates,orthe portion of the principal amountthereof to be redeemed,shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed,shall cease to accrue from and after the redemption date,provided moneys sufficient for the payment of such Certificate(or the principal amountthereof to be redeemed)atthe then applicable redemption price are held forthe purpose of such payment by the Paying Agent/Registrar and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. SECTION 5: Registration - Transfer - Exchange of Certificates-Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation,accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,the Paying Agent/Registrar shall register and deliver,in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the 871544.1 -5- Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be"Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 20 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neitherthe City nor the Paying Agent/Registrar shall be required to issue ortransfer to an assignee of a Holder any Certificate called for redemption, in whole or in part,within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of 'Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representation, by and between the City and DTC (the"Depository Agreement"). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants(the"DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the 'Beneficial Owners") being recorded in the records of DTC and DTC Participants. 871544.1 -6- In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter,the Certificates in definitive form.shall be assigned,transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution-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 purchaser(s)and with respect to Certificates delivered in subsequent exchanges and transfers,all as authorized and provided in V.T.C.A., Government Code, Chapter 1207. No Certificate shall be entitled to any right or benefit under this Ordinance,or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas,or his duly authorized agent,or a certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence,and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either(i)as a single fully registered certificate in the total principal amount of$8,165,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or(ii) as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the 'Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s)shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval,certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee 871544.1 -7- thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates,the Registration Certificate of the Comptroller of Public Accounts of the State of Texas,the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions,and other variations as are permitted or required by this Ordinance and may have such letters, numbers,or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association)and such legends and endorsements(including insurance legends in the event the Certificates,or any maturities thereof,are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof,with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved,typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. B. Form of Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 2000-D Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: December 1, 2000 Registered Owner: Principal Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton,State of Texas,for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated(or so much thereof as shall not have been paid 871544.1 -8- upon prior redemption) and to pay interest on the unpaid principal amount hereof from the (W Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2002. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Certificate is registered to Cede&Co.,the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the 'Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the 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 debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $8,165,000 (herein referred to as the "Certificates") for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: improvements and extensions to water and sewer facilities, including land and rights-of-way acquisition and utility line relocations, and (b) professional services rendered in relation to such projects and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271,as amended,and pursuant to an Ordinance adopted by the City Council of the City(herein referred to as the "Ordinance"). The Certificates maturing on dates hereinafter identified (the "Term Certificates") are subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the mandatory redemption date on the respective dates and in principal amounts as follows: Term Certificates due February 15, 20 Term Certificates due February 15, 20 Redemption Date Principal Amount Redemption Date Principal Amount 871544.1 -9 The particular Term Certificates of a given maturity to be redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Certificates for a given maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions appearing below and not theretofore credited against a mandatory redemption requirement. The Certificates maturing on and after February 15,2011,may be redeemed priorto 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 February 15, 2010, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date,the City shall cause a written notice of such redemption to be sent by United States Mail,first class postage prepaid,to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed)shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and afterthe redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede& Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/TransferOffice of the Paying Agent/Registrar,and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole or in part,the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered ownerwithin 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and, together with the outstanding Previously Issued Certificates (identified and defined in the Ordinance), are additionally payable from and secured by a lien on and pledge of the Net Revenues(as defined in the Ordinance)of the City's combined Waterworks and Sewer System (the "System"), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Net 871544.1 -10- Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise as well as the right to issue additional obligations payable from the same sources as the Certificates and, together with the Certificates, equally and ratably secured by a parity lien on and pledge of the Net Revenues of the System. 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 Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer or exchange of this Certificate;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the 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 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 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 close of business on the last business day next preceding the date of mailing of such notice. 871544.1 -11- It is hereby certified, recited, represented and declared that the City is a body corporate (W and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance;that the Certificates do not exceed any Constitutional or statutory limitation;and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid, illegal,or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF SOUTHLAKE, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) 871544.1 -12 C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate off. 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 Definitive Certificates only. (W REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance;the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in New York, New York, is the "Designated Payment/Transfer Office"for this Certificate. Registration Date: U.S. TRUST COMPANY OF TEXAS, N A, as Paying Agent/Registrar By Authorized Signature 871544.1 E. 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 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 assignment Signature guaranteed: must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (W (i) immediately under the name of the certificate the headings "Interest Rate " and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton,State of Texas,for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above,orthe registered assigns thereof,the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). 871544.1 -14- (or so much thereof as shall not have been prepaid prior to maturity)and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months;such interest being payable on February 15 and August 15 of each year, commencing February 15, 2002. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by U.S. TRUST COMPANY OF TEXAS, N A, Dallas,Texas (the"Paying Agent/Registrar'),upon presentation and surrender,at its designated offices in New York,New York(the"Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the"Record Date",which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail,first class postage prepaid,to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the 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 debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized,and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Certificates" shall mean the $8,165,000 "CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (W SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-D" authorized by this Ordinance. (b) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (c) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. (d) The term "Fiscal Year" shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City. (e) The term"Government Securities"shall mean (i)direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii)noncallable obligations of an agency or instrumentality of the United States,including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally recognized investment rating firm 871544.1 not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (f) The term "Gross Revenues" shall mean all income, receipts and revenues of every nature derived or received from the operation and ownership (excluding refundable meter deposits, restricted gifts and grants in aid of construction) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations and other obligations payable solely from and secured only by a lien on and pledge of the Net Revenues. (g) The term "Maintenance and Operating Expenses" shall mean all current expenses of operating and maintaining the System, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall not be considered Maintenance and Operating Expenses. Maintenance and Operating Expenses shall include payments under contracts for the purchase of water supply, treatment of sewage or other materials, goods, services, or facilities for the System to the extent authorized by law and the provisions of such contract. (h) The term"Net Revenues"shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Maintenance and Operating Expenses during such period. (i) 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 21 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 20 hereof. 871544.1 -16- (j) The term "Previously Issued Certificates" shall mean the (W outstanding and unpaid (i) "City of Southlake, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation,Series 1992A",dated October 1, 1992,originally issued in the principal amount of$1,300,000 and"City of Southlake,Texas,Tax And Waterworks And Sewer System Surplus Revenue Certificates of Obligation, Series 2000-A", dated March 1,2000,originally issued in the principal amount of$9,215,000. (k) The term "Prior Lien Obligations" shall mean (i) the outstanding and unpaid (1) "City of Southlake, Texas, Waterworks and Sewer System Revenue Bonds, Series 1984", dated May 1, 1984, originally issued in the aggregate principal amount of $500,000 and (2) "City of Southlake, Texas, Waterworks and Sewer System Revenue Refunding Bonds, Series 1987",dated March 1, 1987, and originally issued in the aggregate principal amount of $217,000 and (ii) obligations hereafter issued which by the terms of the authorizing ordinance are made payable from and secured by a lien on and pledge of the Net Revenues of the System ranking prior and superior to the lien and pledge securing the payment of the Certificates. (1) The term "System" shall mean all properties, facilities and plants currently owned, operated and maintained by the City for the supply,treatment, transmission and distribution of treated potable water and the collection, treatment and disposal of water-carried wastes, together with all future extensions, improvements, replacements and additions thereto. (1) The term "Additional Certificates" shall mean tax and revenue (W obligations hereafter issued under and pursuant to the provisions of V.T.C.A., Local Government Code,Subchapter C of Chapter 271,or other law and payable from ad valorem taxes and additionally payable from and secured by a lien on and pledge of the Net Revenues of the System on a parity with and of equal rank and dignity with the lien and pledge securing the payment of the Previously Issued Certificates and the Certificates. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption and retirement of the Certificates,there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 2000-D TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND",and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. 871544.1 -17- Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the"Public Funds Investment Act"(V.T.C.A., Government Code, Chapter 2256)relating to the investment of"bond proceeds'; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Lew. To provide for the payment of the"Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding,a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements,full allowance being made for delinquencies and costs of collection;said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements,and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the Council shall determine: (1) The amount on deposit in the Certificate Fund after(a)deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements priorto the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues of the System, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be 871544.1 -18- levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 13: Pledge of Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of Prior Lien Obligations, all the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Previously Issued Certificates, the Certificates, and Additional Certificates, if issued, and the pledge of Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City hereby covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of Prior Lien Obligations) shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the"City of Southlake Waterworks and Sanitary Sewer System Fund"(hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund shall be allocated, appropriated and budgeted to the extent required for the following purposes and in the order of priority shown, to wit: First: To the payment of Operating and Maintenance Expenses of the System as defined in herein or required by statute to be a first charge on and claim against the Gross Revenues of the System. Second: To the payment of all amounts required to be deposited in the special Funds created and established for the payment,security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations. Third: Equally and ratably,to the payment of the amounts required to be deposited in the special funds and accounts created and established for the payment of the Previously Issued Certificates, the Certificates (the Certificate Fund), and Additional Certificates. Any Net Revenues remaining in the System Fund aftersatisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. 871544.1 _19 SECTION 15: Deposits to Certificate Fund. The City hereby covenants and agrees to (W cause to be deposited to the credit of the Certificate Fund prior to each principal and interest payment date for the Certificates from the pledged Net Revenues of the System in the System Fund,after the deduction of all payments required to be made to the special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100%) of the amount required to fully pay the interest and principal payments then due and payable on the Certificates. Such deposits to pay accrued interest and maturing principal on the Certificates from the Net Revenues of the System shall be made in substantially equal monthly installments on or before the 10`h day of each month; provided, however,should the annual tax levy pursuant to Section 12 hereof be sufficient to pay in full the principal and interest on the Certificates, no such monthly deposits to the Certificate Fund from the Net Revenues of the System shall be required. Furthermore,accrued interest received by the City from the purchasers of the Certificates and any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract)shall be deposited in the Certificate Fund and such amounts deposited to the Certificate Fund shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. ,. SECTION 17: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Net Revenues of the System to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas,including said power existing underV.T.C.A,Government Code,Sections 1502.056 and 1502.058 and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) Other than for the payment of the outstanding Prior Lien Obligations, Previously Issued Certificates,the Certificates and the outstanding "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge)Revenue Certificates of Obligation, Series 1990",dated August 1, 1990 and"City of Southlake,Texas,Tax and Waterworks and Sewer System(Limited Pledge) Revenue Certificates of Obligation, Series 1992", dated May 1, 1992, "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1994", dated December 1, 1994,"City of Southlake,Texas,Tax and Waterworks and Sewer System(Limited Pledge) Revenue Certificates of Obligation, Series 1996", dated February 15, 1996,"City of Southlake,Texas,Tax and Waterworks and Sewer System(Limited Pledge) Revenue Certificates of Obligation, Series 1997", dated February 15, 871544.1 -2 0- 1997,"City of Southlake,Texas,Tax and Waterworks and Sewer System(Limited Pledge) Revenue Certificates of Obligation, Series 1998", dated May 15, 1998, "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1999", dated April 1, 1999, the "City of Southlake, Texas, Tax and Limited Pledge Revenue Certificates of Obligation,Series 2000",dated March 1,2000 and the"City of Southlake,Texas, Tax and Limited Pledge Revenue Certificates of Obligation, Series 2000-C", dated December 1, 2000, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 18: Issuance of Prior Lien Obligations and Additional Certificates. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, and, also reserves the right to issue Additional Certificates which, together with the Certificates,shall be equally and ratably secured by a parity lien on and pledge of the Net Revenues of the System. SECTION 19: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System, and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the pledge of revenues herein made for the payment and security of the Certificates. SECTION 20: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate,or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. 871544.1 -2 1- Every replacement Certificate issued pursuant to this Section shall be a valid and binding (W 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. SECTION 21: 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 Certificates, at the times and in the manner stipulated in this Ordinance,then the pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent such pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates)and all covenants,agreements,and other obligations of the City to the Holders shall thereupon cease,terminate, and be discharged and satisfied. Certificates or any 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 or the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds"within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying 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 three (3) years after the Stated Maturity, or applicable redemption date,of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing,any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. 871544.1 -2 2- C SECTION 22: 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,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 Certificates, (2)give any preference to any Certificate over any other Certificate,or(3)reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 23: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section,the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b)of the Regulations. "Gross Proceeds"means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c)of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment"means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to cant'out the governmental purposes of the Certificates. "Rebate Amount"has the meaning set forth in Section 1.148-1(b) of the Regulations. 871544.1 -23- "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 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: r (1) exclusively own,operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity 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 Certificates or any property the acquisition,construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder,the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For 871544.1 -2 4- 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 contractor 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 (oruse Gross Proceedsto replace money so invested),if as a result of such investmentthe Yield from the Closing Date of all Investments acquired with Gross Proceeds(or with money replaced thereby),whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b)of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149(e)of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of 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 Certificate is discharged. However, to the extent permitted by law,the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest 871544.1 -2 5 thereon from the gross income of the owners thereof for federal income tax (W 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 rulings thereunder,the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h)of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, City Secretary,City Manager and Director of Finance, individually or jointly,to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 24: Sale of Certificates-Official Statement Approval. Sale of Certificates - Official Statement Approval. The sale of the Certificates authorized by this Ordinance to (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated December 5, 2000, attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes. The acts of the Mayor in executing said Purchase Contract for and on behalf of the City and as the act and deed of this Council is hereby ratified, confirmed and approved, and in regard to the approval and execution of the Purchase Contract,the Council hereby finds, determines and declares that the representations, warranties and agreements of the City 871544.1 -2 6- (contained therein) are true and correct in all material respects and shall be honored and (W performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, City Manager, Director of Finance or City Secretary,individually or collectively), shall be and is hereby in all respects approved, and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated December 5, 2000, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 25: Proceeds of Sale. The proceeds of sale of the Certificates,excluding the accrued interest and premium, if any, received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including specifically guaranteed investment contracts permitted in V.T.C.A., Section 2256.015, et seq, and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest and premium, if any,as well as all surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 26: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates,the investigation by the Attorney General of the State of Texas,including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General,the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Secretary, Director of Finance and City Manager, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s)to the Purchasers and the initial exchange thereof for definitive Certificates. 871544.1 -2 7- SECTION 27: 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 28: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 29: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery (W of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 30: 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 31: 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, and this Ordinance and all its provisions is intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. 871544.1 -2 8- k SECTION 32: 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 33: 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 34: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 35: 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 36: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 37: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR' means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be,a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2000)financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 24 of this Ordinance, being the information described in Exhibit B hereto. Financial statements to be provided shall be(1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2)audited,if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall 871544.1 -29- provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any (W SID with the financial information and operating data and will file the annual audit report, when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB)that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the (W Certificates; 7. Modifications to rights of holders of the Certificates; B. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,of any failure bythe Cityto provide financial information oroperating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations,Disclaimers,andAmendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person"with respect to the Certificates within the meaning of the Rule,except that the City in any event will give the notice required by subsection(c)hereof of any Certificate calls and defeasance that cause the City to be no longer such an 'obligated person." The provisions of this Section are forthe sole benefit of the Holders and beneficial owners of the Certificates,and nothing in this Section,express or implied,shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City 871544.1 -30- undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results,condition,or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON,IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,WHETHER NEGLIGENT OR WITHOUTFAULTON ITS PART,OF ANYCOVENANT SPECIFIED IN THIS SECTION,BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default bythe City in observing orperforming its obligations underthis Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended orshall act to disclaim,waive,orotherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements,a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if(1)the provisions of this Section,as so amended,would have permitted underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment,as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount(or any greater amount required by any other provision of this Ordinance that authorizes such an amendment)of the Outstanding Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid,but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section,it shall include with any amended financial information or operating data next provided in accordance with subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 38: 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, 871544.1 -31- place,and subject matterof the public business to be considered at such meeting,including this I(W Ordinance,was given,all as required by V.T.C.A.,Government Code,Chapter 551,as amended. SECTION 39: 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, November 7, 2000. PASSED ON SECOND READING AND ADOPTED, this December 5, 2000. CITY OF SOUTHLAKE,TEXAS ATTEST: Mayor City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attorney 871544.1 -3 2- Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 37 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 14 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 872544.1 _ i 5 (Wa c" a c 1 � -'. c ? N list z � \p con con I.00 4� � C3 co� N 024 ►� v �, w o� Z-4 w 4%4 ilia � O e-•I r--I \p � O O M r� r •I C1 t� O 00 r-I to O to O O O to to N 'V r-I O 00 rq N � Itt 00 rC '� N 00 � K 00 00 00 M 6A ff} &g 0 9. � fi dos PR Ion O ^ M O v v A � O City of Southlake, Texas MEMORANDUM TO: Billy Campbell, City Manager kw FROM: Sharen Elam, Director of Finance Ext. 716 SUBJECT: Ordinance No. 797, V Reading, An Ordinance authorizing the Issuance of Tax & Tax Increment Revenue Certificates of Obligation, Series 2000-E Action Requested: Approval of Ordinance No. 797 on V reading to issue certificates of obligation for capital improvement projects. Background Information: On October 17, 2000, the Council approved the FY 2000-01 Capital Improvement Project Budget consisting of the completion of Town Hall and other infrastructure improvements within the zone totaling $3,500,000. The certificates are issued by adoption of an ordinance, with the 1 St and 2nd readings schedule for November 7t' and December 5th, respectively. A public hearing is scheduled for December 5th. Approval of Ordinance No. 797 will set in motion the legal requirements to obtain funds for the capital improvement projects. After approval, the legal documents must be reviewed by the Texas Attorney General's Office. The City would receive funding early January. A copy of the proposed schedule of events is included. The City will apply to Moody's Investors Service, Standard and Poor's and Fitch for a rating on the certificates. An informal rating presentation will be made via conference call with each of the agencies in late November. It is not anticipated that the City will receive a ratings upgrade, since Fitch upgraded the City in March 2000. The ratings presentations are more to update the agencies on where the City is financially and the projected developments anticipated in the near future. Financial Considerations: The certificates of obligation will be issued with a dedicated pledge of accumulated tax increment reinvestment zone revenues, and a backup pledge of the City's property -tax. The reinvestment zone was created effective January 1, 1997, meaning that date is the baseline for the values within the zone. City, county, hospital district, community college and Carroll school district property taxes collected on the increment values after that date are dedicated to the zone, and will be used to fund the Town Hall and other infrastructure improvements within the zone. Citizen Input/ Board Review: A Public Hearing is scheduled for December 5th Billy Campbell, City Manager November 3, 2000 Page 2 Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the ordinance. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. Supporting Documents: Ordinance No. 797 Tax Increment Reinvestment Zone Capital Improvement Program Staff Recommendation: Approval of Ordinance No. 797, V reading, authorizing the issuance of $3,630,000 of Tax & Tax Increment Revenue Certificates of Obligation, Series 2000-E. (W (W 0�71 ORDINANCE NO. 'l AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS, TAX AND TAX INCREMENT REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-E(REINVESTMENT ZONE NUMBER ONE)";specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a lien on and pledge of the certain tax increment revenues;and resolving other matters incident and relating to the issuance,payment,security,sale and delivery of said Certificates,including the approval and execution of a Paying Agent/RegistrarAgreement and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in a maximum principal amount of$3,630,000 for the purpose of paying contractual obligations to be incurred for (a) the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping and (b) professional services rendered in relation to such project and the financing thereof,has been duly published in The Fort Worth StarTelegram,a newspaper hereby found and determined to be of general circulation in the City of Southlake, Texas, on November_, 2000 and November , 2000, the date the first publication of such notice being not less than fifteen(15)days prior to the tentative date stated therein for the second reading and final passage of the ordinance authorizing the issuance of such certificates; and WHEREAS,no petition protesting the issuance of the certificates of obligation and bearing valid petition signatures of at least 5%of the qualified electors of the City, has been presented to or filed with the Mayor,City Secretary or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines all of the certificates of obligation described in the aforesaid notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Authorization, Designation, Principal Amount, Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of$3,630,000,to be designated and bear the title"CITY OF SOUTHLAKE, TEXAS,TAX AND TAX INCREMENT REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000-E (REINVESTMENT ZONE NUMBER ONE)" (hereinafter referred to as the "Certificates"), for the purposes of paying contractual obligations to be incurred for(a)the construction of public works in Reinvestment Zone Number One,to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping and (b) professional services rendered in relation to such project and the financing thereof, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. 871531.1 Y6- 3 SECTION 2: Fully Registered Obligations - Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated December 1,2000(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 February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2002 $ 155,000 % 2003 5,000 % 2004 140,000 % 2005 200,000 % 2006 260,000 % 2007 325,000 % 2008 395,000 % 2009 475,000 % 2010 550,000 % 2011 640,000 % 2012 60,000 % 2013 60,000 % 2014 65,000 % 2015 70,000 % 2016 75,000 2017 75,000 % 2018 80,000 % The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rate per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months),and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2002. 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, redemption, or otherwise,shall be payable onlyto the registered owners or holders of the Certificates(hereinafter called the"Holders")appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America,which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of U. S. Trust Company of Texas, N.A., Dallas, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Certificates (the "Security Register")shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar,as provided herein and in accordance with the terms and provisions of a"Paying (W srisai.i -2- Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank,trust company,financial institution orotherentity 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 or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in New York, New York (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar(i) by check sent United States Mail, first class postage prepaid,to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday,Sunday,a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close;and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(which shall be 15 days after the Special Record Date)shall be sent at least five(5)business days 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: Redemption. (a)Optional Redemption.The Certificates maturing on and after February 15, 2011 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 February 15, 2010, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. At least forty-five(45)days prior to a redemption date for the Certificates(unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates,the principal amount of each Stated 871531.1 -3- Maturity to be redeemed,and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (b) Mandatory Redemption. The Certificates having Stated Maturities of February 15, 20 and February 15, 20 ("Term Certificates") shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Certificates due February 15, 20 Term Certificates due February 15, 20 Redemption Date Principal Amount Redemption Date Principal Amount Approximately forty-five (45) days prior to each mandatory redemption date for the Term Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity. The principal amount of the Term Certificates for a given Stated Maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City,by the principal amount of Term Certificates of like Stated Maturity which, at least 50 days prior to the mandatory redemption date, (1)shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or(2) shall have been redeemed pursuantto the optional redemption provisions set forth in paragraph(a) of this Section and not theretofore credited against a mandatory redemption requirement. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date,the Paying Agent/Registrarshall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by$5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty(30)days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice,and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. 871531.1 4- All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and,in the case of a portion of the principal amount to be redeemed,the principal amount thereof to be redeemed, (iii)state the redemption price, (iv)state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed,shall cease to accrue from and after the redemption date, provided moneys sufficient for the payment of such Certificate (or the principal amount thereof to be redeemed)at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar and (v)specify that payment of the redemption price for the Certificates,or the principal amount thereof to be redeemed,shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed)shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. SECTION 5: Registration -Transfer-Exchange of Certificates-Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof,the same shall be the valid obligations of the City,evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance,as the Certificates surrendered in such transfer or exchange. 871531.1 -5- All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder,except as otherwise herein provided,and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be"Predecessor Certificates,"evidencing all or a portion,as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term 'Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of 'Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company(DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representation, by and between the City and DTC (the"Depository Agreement"). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants(the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate(the"Beneficial Owners")being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates,the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners,as the case may be. Thereafter,the Certificates in definitive form shall be assigned,transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. 871111.1 -6- 4 SECTION 7: 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 purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government Code, Chapter 1207. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C,manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer,employee or representative of the Paying Agent/Registrar,and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either(i)as a single fully registered certificate in the total principal amount of$4,570,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1,or(ii)as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time afterthe delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s),orthe designee thereof,shall cancel the Initial Certificate(s)delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates,the Registration Certificate of the Comptroller of Public Accounts of the State of Texas,the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association)and such legends and endorsements(including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an 871531.1 -7- opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. B. Form of Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE,TEXAS, TAX AND TAX INCREMENT REVENUE CERTIFICATE OF OBLIGATION, SERIES 2000-E (REINVESTMENT ZONE NUMBER ONE) Certificate Date: Stated Yield: Stated Maturity: CUSIP NO: December 1, 2000 Registered Owner: Maturity Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas,for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the 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 amount hereof from the Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2002. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon,or its successor; provided,however,while this Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the'Record Date", which is the last business day of the month next preceding each interest payment date,and interest shall be paid (4W 171531.1 -8- 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 debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $3,630,000 (herein referred to as the "Certificates") for the purposes of paying contractual obligations to be incurred for(a)the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping and(b)professional services rendered in relation to such project and the financing thereof,under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended,and pursuant to an Ordinance adopted by the City Council of the City(herein referred to as the"Ordinance"). The Certificates maturing on dates hereinafter identified (the "Term Certificates") are subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the mandatory redemption date on the respective dates and in principal amounts as follows: Term Certificates due February 15, 20 Term Certificates due February 15, 20 Redemption Date Principal Amount Redemption Date Principal Amount The particular Term Certificates of a given maturity to be redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided, however,that the principal amount of Term Certificates for a given maturity required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of Term Certificates of like maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrarfor cancellation or(2)shall have been redeemed pursuant to the optional redemption provisions appearing below and not theretofore credited against a mandatory redemption requirement. The Certificates maturing on and after February 15, 2011 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 February 15,2010,or on any date thereafter,at the redemption price of par,together with accrued interest to the date of redemption. At least thirty days prior to a redemption date,the City shall cause a written notice of such redemption to be sent by United States Mail,first class postage prepaid,to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed)shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner,without charge. If a Certificate is selected for redemption,in whole or in part,the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however,such limitation on transferability shall not be applicable to an exchange bythe registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law,upon all taxable property in the City and,togetherwith the Previously Issued Certificates (identified and defined in the Ordinance), are additionally payable from and secured by a lien on and pledge of Pledged Tax Increment Revenues (as defined in the Ordinance). In the Ordinance, the City reserves and retains the right to issue Additional Obligations payable, in whole or in part, from the Pledged Tax Increment Revenues and equally and ratably secured by a parity lien on and pledge of such Pledged Tax Increment Revenues without having to satisfy or comply with any terms or conditions precedent for their issuance other than as may be required by the laws of the State. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates;the nature and extent of the pledge of the Pledged Tax Increment Revenues securing the payment of the Certificates; the terms and conditions relating to the transfer or exchange of this Certificate;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders;the rights,duties, and obligations of the City and the Paying Agent/Registrar;the terms and provisions upon which the tax levy and the pledge of the Pledged 871531.1 -10- Tax Increment Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by,or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrardulyexecuted 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 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 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 close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas;that the issuance of the Certificates is duly authorized by law;that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid,illegal,or unenforceable,the validity,legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF,the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF SOUTHLAKE, TEXAS (W 871631.1 -11- COUNTERSIGNED: Mayor City Secretary (SEAL) C. 'Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( 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) "NOTE TO PRINTER: Do Not Print on Definitive Certificates (W 8111111 -12- D. Form of Certificate of Paying Agent/Registrar to appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in New York, New York, is the "Designated Payment/Transfer Office"for this Certificate. Registration Date: U. S. TRUST COMPANY OF TEXAS, N.A., Dallas, Texas, as Paying Agent/Registrar By Authorized Signature E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (W (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 assignment Signature guaranteed: must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate " and "Stated Maturity " shall both be omitted; 8711111 -13- (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas,for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months;such interest being payable on February 15 and August 15 of each year, commencing February 15, 2002. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by U.S.Trust Company of Texas, N.A., Dallas,Texas(the"Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in New York, New York(the 'Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the 'Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the 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 debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Pledged Tax Increment Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Creation Ordinance" shall mean Ordinance No. 682, adopted by the City Council of the City on September 23, 1997, as amended by Ordinance No.682-A adopted by the City Council of the City on December 2, 1997, providing for the creation and establishment of the Zone. (b) The term "Additional Obligations" shall mean obligations hereafter issued which by their terms are payable, in whole or in part,from and secured by -14- a parity lien on and pledge of the Pledged Tax Increment Revenues of the Zone of equal rank and dignity with the lien and pledge securing the payment of the Previously Issued Certificates and the Certificates. (c) The term"Certificates"shall mean the"City of Southlake,Texas,Tax and Tax Increment Revenue Certificates of Obligation, Series 2000-E (Reinvestment Zone Number One)" authorized by this Ordinance. (d) The term"Certificate Fund"shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (e) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes,the date the annual ad valorem taxes levied each year by the City become delinquent. (f) The term "Fiscal Year" shall mean the twelve month financial accounting period used by the City which may be any twelve consecutive month period established by the City. (g) The term "Government Securities"shall mean shall mean (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America,(ii)noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (h) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 19 hereof; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 18 hereof. 871b31.1 -15- (i) The term "Participating Taxing Units" shall mean the City and the following taxing units levying property taxes on real property in the Zone that have determined to deposit tax increment to the credit of the Tax Increment Fund pursuant to V.T.C.A., Tax Code, Section 311.013, to wit: Tarrant County, Texas, Tarrant County Hospital District and Tarrant County Junior College District. 0) The term "Pledged Tax Increment Revenues" shall mean all amounts deposited by all Participating Taxing Units to the credit of the Tax Increment Fund as provided by V.T.C.A., Tax Code, Section 311.013. (k) The term "Previously Issued Certificates" shall mean the outstanding and unpaid certificates of obligation, payable from ad valorem taxes and additionally payable from and secured by a lien on and pledge of the Pledged Tax Increment Revenues,more particularly described as follows:(1) "City of Southlake, Texas, Tax and Tax Increment Revenue Certificates of Obligation, Series 1999 (Reinvestment Zone Number One)", dated June 1, 1999, and originally issued in the principal amount of$3,610,000 and(2) "City of Southlake,Texas,Tax and Tax Increment Revenue Certificates of Obligation, Series 2000 (Reinvestment Zone Number One)", dated March 1,2000, and originally issued in the principal amount of$11,925,036.45. (1) The term"Tax Increment Fund"shall mean the Tax Increment Fund created and established pursuant to the Creation Ordinance. (k) The term"Zone"shall mean"Reinvestment Zone Number One,City of Southlake,Texas",heretofore created pursuant to V.T.C.A.,Tax Code,Chapter 311 and the Creation Ordinance SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 2000-E TAX AND TAX INCREMENT REVENUE CERTIFICATE OF OBLIGATION FUND",and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates,such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256) relating to the investment of"bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said (W 811531.1 -16- Certificate Fund shall be credited to,and any losses debited to,the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Lew. To provide for the payment of the"Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2%(whichever amount shall be the greater),there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates orany interest thereon shall remain Outstanding,a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements,full allowance being made for delinquencies and costs of collection;said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements,and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements,it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Notwithstanding the requirements of this Section 12 for the levy of a sufficient ad valorem taxforthe Debt Service Requirements of the Certificates,the amount of ad valorem taxes required to be levied for the payment of Debt Service of the Certificates may be reduced by the sum of(i) the amount of Pledged Tax Increment Revenues then on deposit to the credit of the Tax Increment Fund at the time the City's annual tax rate is levied by the City Council and (ii) the amount of Pledged Tax Increment Revenues budgeted and appropriated for the payment of the Certificates from the tax levy then being made by the Participating Taxing Units. It is the intent of this Section 12 that the Certificates will be paid first from the Pledged Tax Increment Revenues and from ad valorem taxes only to the extent such Pledged Tax Increment Revenues are insufficient for the payment of the Debt Service Requirements. SECTION 13: Pledge ofTax Increment Revenues. The City hereby covenants and agrees that the Pledged Tax Increment Revenues,with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby pledged, equally and ratably, to the payment of the principal of and interest on the Previously Issued Certificates,the Certificates,and Additional Obligations, if issued,and the pledge of Pledged Tax Increment Revenues for the payment of the Certificates shall constitute a lien on such Pledged Tax Increment Revenues in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. In accordance with the provisions of the Creation Ordinance, the City represents and warrants to the holders of the Certificates that it has established a Tax Increment Fund for the Zone, which Fund is maintained at a depository bank of the City, and while the Certificates are Outstanding, the City agrees to deposit to the credit of the Tax Increment Fund all Pledged Tax Increment Revenues from the Participating Taxing Units when and as such Revenues are received in accordance with V.A.T.C., Tax Code, Section 311.013. SECTION 14: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited to the credit of the Certificate Fund prior to each principal and interest 871111.1 -17- payment date for the Certificates from the Pledged Tax Increment Revenues an amount equal to one hundred per centum (100%) of the amount required to fully pay the interest and principal LW payments then due and payable on the Certificates, such deposits to pay accrued interest and maturing principal on the Certificates to be made in substantially equal semiannual installments on or before the tenth day of each February and August of each year, beginning with the February or August first to follow the delivery of the Certificates to the initial purchaser. The semiannual deposits to the Certificate Fund,as hereinabove provided,shall be made until such time as such Fund contains an amount equal to the amount to pay in full the principal of and interest on all the Certificates until their maturity or their scheduled redemption date. In addition,the accrued interest received from the sale of the Certificates and any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract)shall be deposited in the Certificate Fund,which amounts shall reduce the sums otherwise required to be deposited in said Fund from the Pledged Tax Increment Revenues. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds,and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Special Covenants. The City hereby further covenants as follows: (a) The Zone has been established and created pursuant to Ordinance Number 682,as amended,and the provisions of the Act,and while the Certificates are Outstanding, tax increment revenues collected by the City and by the (W Participating Tax Units shall be deposited to the credit of the Tax Increment Fund as required by the provisions of the Act and this Ordinance (b) It has the lawful power to pledge the Pledged Tax Increment Revenues to the payment of the Certificates-in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under Chapter 311, Texas Tax Code, and V.T.C.A., Local Government Code, Sections 271.041, et seq. (c)Other than for the payment of the Previously Issued Certificates and the Certificates,the Pledged Tax Increment Revenues have not in any manner been pledged or encumbered to the payment of any debt or obligation of the City or of the Zone. SECTION 17: Issuance of Additional Parity Obligations. The City hereby expressly reserves the right to hereafter issue additional obligations payable, in whole or in part, from the Pledged Tax Increment Revenues and, to the extent provided, secured by a lien on and pledge of the Pledged Tax Increment Revenues of equal rank and dignity with the lien and pledge securing the payment of the Previously Issued Certificates and the Certificates. SECTION 18: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated,or destroyed,lost or stolen,the Paying Agent/Registrar may execute (4W s7i1,41i.i -18- and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii)the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude(to the extent lawful)all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 19: 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 Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Pledged Tax Increment Revenues of the Zone (to the extent such pledge of Pledged Tax Increment Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates) and all covenants, agreements,and other obligations of the City to the Holders shall thereupon cease,terminate,and be discharged and satisfied. r 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 or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any,to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made)the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar,or an authorized escrow agent, and all income from Government Securities held in trust by the Paying 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 871b31.1 -I9- 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 three(3)years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing,any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 20: Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders,from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a 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,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 Certificates, (2) give any preference to any Certificate over any other Certificate,or(3)reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 21: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section,the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b)of the Regulations. "Gross Proceeds"means any proceeds as defined in Section 1.148-1(b)of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment"means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to cant'out the governmental purposes of the Certificates. (W 871531.1 -20- "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 1.1484 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts(or any property the acquisition,construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate,the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates,and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public)or any property acquired, constructed or improved with such Gross Proceeds in any activity 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 Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to (W 871531.1 -21- 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 (W 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 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 otherfunds(and receipts,expenditures and investments thereof)and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However,to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date,the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes,the City shall pay to the United States out of the Certificate Fund or its srii.i -22- general fund,as permitted by applicable Texas statute,regulation or opinion of the (W 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 1.1 48-3(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 rulings thereunder,the City shall not,at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h)of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, City Secretary, City Manager and Director of Finance, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations,as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 22: Sale of Certificates - Official Statement Approval. The sale of the Certificates authorized by this Ordinance to (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated December 5, 2000, approved and authorized to be executed pursuant to Ordinance No. is hereby ratified, confirmed and approved. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, City Manager, Director of Finance or City Secretary, individually or jointly), shall be and is hereby in all respects approved, and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated December 5, 2000, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such srisai.i -23- final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 23: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including specifically guaranteed investment contracts permitted in V.T.C.A.,Section 2256.015,et seq,and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest and premium, if any, as well as all surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 24: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s)pending the approval thereof by the Attorney General,the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, Mayor Pro Tern, City Secretary, Director of Finance, and City Manager, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of PublicAccounts. In addition,such officials,together with the City's financial advisor,bond counsel and the Paying Agent/Registrar,are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s)to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 25: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event,such notice shall be sufficiently given(unless otherwise herein expressly provided) if in 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. (W -24- SECTION 26: Cancellation. All Certificates surrendered for payment,redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and,if not already cancelled,shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 27: Bond Counsel's Opinion. The Purchasers'obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright&Jaworski L.L.P., Dallas, Texas,approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 28: CUSIP Numbers. CUSIP numbers maybe 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 29: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is (W intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 30: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 31: 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 32: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular,and words of the masculine,feminine or neuter gender shall be considered to include the other genders. SECTION 34: Severability. If any 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 871b31.1 -25- thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares (W that this Ordinance would have been enacted without such invalid provision. SECTION 35: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMS/R' means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. "S19" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b)Annual Reports. The City shall provide annually to each NRMSIR and any SID,within six months after the end of each fiscal year(beginning with the fiscal year ending September 30, 1999)financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 22 of this Ordinance, being the information described in Exhibit C hereto. Financial statements to be provided shall be (1) prepared in (W accordance with the accounting principles described in Exhibit C hereto and(2)audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal yearto each NRMSIR and any SID with the financial information and operating data and will file the annual audit report,when and if the same becomes available. If the City changes its fiscal year,it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuantto this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB)that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 871531.1 -26- 2. Non-payment related defaults; (W 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d)Limitations,Disclaimers,and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person"with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by subsection(c)hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy,or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise,except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. s....... -27- The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity,nature,status,or type of operations of the City,but only if(1)the provisions of this Section,as so amended,would have permitted underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances,and(2)either(a)the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or(b)a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection(b)an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 36: Public 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,as amended. (W (W 971531.1 -28- SECTION 37: Effective Date. This Ordinance shall take effect and be in full force immediately from and after its date of adoption shown below. PASSED ON FIRST READING, November 7, 2000. PASSED ON SECOND READING AND ADOPTED, this December 5, 2000. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary APPROVED AS TO LEGALITY: (City Seal) City Attorney 871531.1 -29- (W Exhibit C to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 35 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified(and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 14 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government (W Accounting Standards Board. s7issi.i �T ok, owl 4� o w 1 -9 a �� � N N Ile- N Con all 4-1 conNO v w � Iola o� o� ,04 .04 � o v �- ' w con ios w Qu con 22 � � v 4� • V ti * * V A � � O - Vn tn qv r-� r-1 O C1 O [- CN �4 M O O �O 00 N O C\ CN O a\ ti0 M 00 01 O �C Uj iol4 614 16 GS 105. o ol zi pz all C�. O M O � O O •° � p O O O O �-i N •� O 01 � • b C 'o w V Pao O .P" M c 4 u A V h� 0o Poo o c x � .-. V m H o U U U A 'o C3 � x • � 4•4 � � � O c c c ►� O C� CSS C� U U U U kn •r��1 [M MM rr�ll N F E'y E"� �•-i r-4 N City of Southlake, Texas 4 MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Kevin Hugman, Director of Community Services (057) SUBJECT: Authorize the Mayor to enter into an Agreement for Community Services with Northeast Transportation Service (NETS) Action Requested: City Council consideration for renewal of the agreement for community services between the Northeast Transportation Service (NETS) and the City of Southlake. Background Information: NETS is operated by YMCA Urban Services and provides demand response paratransit services within Northeast Tarrant County using vans and buses (regular and wheelchair accessible). Eligible riders provide a minimum 2- day advance notice and must be elderly, disabled, or transportation disadvantaged. NETS operates Monday through Friday, and currently serves the cities of Bedford, Colleyville, Euless, Grapevine, Haltom City, Hurts, Keller, North Richland Hills, Richland Hills, and Southlake. When demand exceeds capacity, destinations are prioritized according to (1) medical, (2) senior centers / recreation, (3) social services, (4) work, (5) school, (6) shopping, and (7) other appointments. Approximately half of NETS trips are for medical destinations. Financial Considerations: The cost of service as proposed by NETS remains at $8425 ($.50 per capita per resident based on 1997 population figures provided by NETS). This is the same amount requested by NETS for the previous year. The approved FY 2000-2001 Community Services Department budget has $88,150 allocated for community services agreements. Of this amount, $47,400 has been previously approved by City Council, leaving an unencumbered balance of$40,750. Citizen Input/ Board Review: At their July 11 meeting, the Senior Advisory Commission recommended that the NETS contract should be renegotiated at a lower rate, in view of the services now provided by CARS. In their July 16 letter to the City Council, the Commission recommended offering NETS a lower stipend to provide wheelchair transport only at a lower cost to the City, in order to help fund CARS. 10A-1 Billy Campbell, City Manager November 3, 2000 Page 2 The contract language has been approved by Executive Director of NETS Brenda Cross. Ms. Cross will be present at the work session and Council meeting to answer any questions. Legal Review: This agreement is identical to the agreement approved for fiscal year 1999- 2000. Alternatives: • Changes in the funding amount as determined by City Council • Non-renewal of community services agreement Supporting Documents: • Proposed Agreement for Community Services with Northeast Transportation Service • NETS Summary of Services for the City of Southlake • Senior Advisory Commission letter of recommendation Staff Recommendation: City Council consideration of the proposed Community Services Agreement between the Northeast Transportation Service (NETS) and the City of Southlake at the November 7, 2000 City Council meeting. KH ! 0 A•1, AGREEMENT FOR COMMUNITY SERVICE STATE OF TEXAS § COUNTY OF TARRANT § THIS AGREEMENT is entered into by and between the City of Southlake, Texas, a home rule municipal corporation located in Tarrant County and Denton County, Texas, acting by and through its duly authorized City Manager (hereinafter referred to as "City"), and YMCA of Metropolitan Fort Worth, through the Northeast Transportation Service (hereinafter referred to as "NETS") a transportation service operated in Northeast Tarrant County by the YMCA of Metropolitan Fort Worth, an organization described in section 501 (c) 3 of the Internal Revenue Code. WHEREAS, the purpose of NETS is to provide on-call transportation for certain residents of the City requesting service, as identified below, to the fullest extent practical and permissible under the Americans With Disabilities Act ("ADA"), and Section 9 Federal and State funding guidelines. (1) Qualifying disabled individuals; (2) Senior citizens (over the age of 60); and (3) Other qualifying residents as defined by the laws and funding guidelines referred to above; and WHEREAS, City and NETS desire to enter into an Agreement whereby NETS will provide transportation to the elderly and disabled of the Southlake Community and others as referred by City; NOW, THEREFORE, KNOWN BY ALL THESE PRESENT: That City and NETS do hereby covenant and agree as follows: SECTION 1 TRANSPORTATION SERVICE NETS will provide transportation to the persons identified in the preamble above according to the following trip priorities, to the fullest extent practical and permissible under the Americans With Disabilities Act and Section 9 Federal and State funding guidelines: NXommunity Services\01 Service Agreements\NETS-00-sos.doc 10A-3 I (1) Medical transportation to and from health care providers; '�.... (2) Human services transportation, such as to and from Northeast Human Services Center, United Way Services and private human services agencies and programs; (3) Recreational transportation to and from the Southlake Senior Activity Center, nursing care centers, and Community Center. (4) Transportation to and from work. (5) Limited home and personal need transportation, including necessary essentials, i.e., to and from the grocery store, drug store, bank, etc.; SECTION 2 REPORTING NETS agrees to generate quarterly reports which shall include Southlake ridership information showing the number of Southlake riders and the types of trips. City shall have access to NETS operational records and all budget reports, during normal business hours. City shall be provided information, if requested, necessary to conduct an annual performance evaluation containing the following: (1) Ridership audits including response time; (2) On-time analysis; and (3) Customer satisfaction survey. NETS agrees to provide City a membership seat on the NETS Advisory Committee. SECTION 3 INSURANCE NETS shall provide City, if requested, proof of liability insurance with minimum limits of$250,000/$500,000, with City as an additional named insured, and NETS agrees to indemnify and hold City harmless for all activities conducted by NETS under this program. City agrees to indemnify NETS and to hold it harmless for all activities conducted by City under this contract. n:\community services\01 service agreements\nets-00-sos.doc 2 IDA-14 SECTION 4 INDEPENDENT CONTRACTOR NETS is acting as an independent contractor, and City shall have no power to direct or supervise its activities in carrying out its responsibilities under this contract. SECTION 5 PAYMENT FOR SERVICES Service shall begin October 1, 2000 and ending September 30, 2001. City agrees to pay NETS $ beginning October 2000, for the foregoing services. This rate may be increased after one year only if ridership demand within City and/or grant requirements of Federal and/or State agencies require such increase. No such rate increase shall become effective unless and until City receives written notice of intent to increase rates at least 90, but not more that 180 days prior to the effective date of any such increase. Payment for services will be no less than quarterly. Failure by the City to accept the new rate within 45 days following notice would indicate the City's intention that the agreement terminate immediately upon the effective date of the increase without further obligation of the parties except for the payment of amounts due and owing for services which have been provided. SECTION 6 TERM OF AGREEMENT This contract shall be in full force and effect for a period ending September 30, 2001. Notwithstanding any provision herein to the contrary, either party may terminate this contract upon 45 days written notice to the other. Upon termination, NETS may cease transportation services, and City shall be entitled to receive a rebate or cancellation of that proportionate part of the consideration it was required to pay under this contract based on the remaining portion of the year for which such payment was made. NETS will also recover all amounts owing for services rendered to the date of termination. This contract sets forth all the agreements between the parties and no modification shall be effective unless reduced to writing and signed by the party to be changed therewith. Executed in multiple originals. IN WITNESS WHEREOF the City and NETS have executed this agreement as of this day of 52000. n:\community services\01 service agreements\nets-00-sos.doc 3 IDA-5 Approved as to legal form: City Attorney Mayor, City of Southlake Jerry Pipes, President YMCA of Metropolitan Fort Worth n:\community services\01 service agreements\nets-00-sos.doc 4 IOA-6 M 00 NN r O1 r N v g Ln N 0 3 ZCIT N r in h N W LL N10 NN N00 N p N ~ r d 7 In N r K; TA F.T. 2i w 93 W tltl a c c k SA 03 6 3 W AA EO 'd z9 t LEE 'ON X 280 95;b I NOW 00-f.?-.I.:IO 9 aR aR_ tj t K \ 2 9 k m $ ll § • , , . §� . � z � « � . 7 m . . 2 � & f . $ ■ $ 2 � � � 2 10 E / . . . h k � k # § 2 8 . 8 . . , . § ■ @ ~ S r . � ® . § � w � go � § o .S ■ ' . f & � 2 ■ � 7 . . us J Cl) I § � 2 \ ■ � � ¢ � ^ ■ § � � � . � \ \ . 20 Id1L�P N � 0- 5:V| NOW OO-Z 1� SENIOR ADVISORY COMMISSION July 16, 2000 Dear Members of Southlake City Council: As members of the Senior Advisory Commission, we are charged with the responsibility of advising our City Council regarding the concerns and needs of our senior population. Transportation for senior adults continues to be an important area of concern Mr. Dick Johnston of C.A.R.S. has supplied the attached mid year statistics to show both increased riders and volunteer participation in this new service. Our Commission believes this transportation service meets an important need both to seniors participating at the Senior Activity Center and to those in our community who need transportation for both vital medical services, as well as personal needs such as shopping. Based on the unanimous vote of the Senior Advisory Commission, please consider this a letter of support for the $30,000 funding request of C.A.R.S. The Commission believes that the increased use of C.A.R.S. warrants a re-negotiation of the contract with NETS. It is our understanding from Mr. Johnston,that currently NETS is providing service to 1 Southlake resident in need of a wheelchair-equipped van. Since C.A.R.S. is providing all other senior transportation, the 50 cents per capita assessment is fairly high. The Commission recommends offering NETS a lower stipend to provide wheelchair transport only at a lower cost to the City, in order to help fund C.A.R.S. ane Alexande�eorisory Commission Chair Darla Lattimore, Senior Advisory Secretary iop•9 City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Kevin Hugman, Director of Community Services (x757) of Services Agreement with Authorize the Mayor to enter into a Scope r 2�01. SUBJECT: (MMOW)1Vletroport Meals on Wheels reement for community rt Meals on Wheels (MMOW) and the City of Requested: City Council consideratioon for renewal oft e ag Action Reg services between Metrop Southlake ate meal program is currently one of two Background congregate a $2.50of two for Information: The Metroport Tuesday g weekly meal programs at the Senior Activity Center.are from Southlake and w y this meal or bring a dish and eat free. Southlake residents. The communities, with over half beingunding helps cover MMOW surroundingOus sources and meals are catered from varl costs for theTuesday program heels has staff, supplies, and administrative costs and services, which is included supplements the home delivered mealsc Metroport Meals on pp regarding the provided information with this item. This Scope of Services agreement is basically unchanged from the one OW Acting Executive Director Kelley approved for FY 1999-2000M or FY 2000 2001 and concurs with the Bradley reviewed the agreement scope of services. of$16,000 for FY 2000-2001. MMOW initially requested funding who review the annual request However, the Senior Advisory Commission, from MMOW due to the senior congregate luncheon, ques-committee of Senior tAds Advisory for the increase. MMOW staff d de Wed expenditures, revenues and FY 2001 Commission met July 25 an projections. Following this meeting, MMOW submitted a revised request for funding at the current level (FY 2000) of$10,00 . Financial Metroport Meals on Wheels has requested funding home 10,00 dfineal program r FY 2000 Considerations; 2001 for the congregate meal program and the The approved FY 2000-20001 Community s s div Of this amouision nt et has$47,50( $88,150 allocated for community service contracts. o t acts - / r Billy Campbell, City Manager November 3, 2000 Page 2 has been previously approved by City Council, leaving balance of$40,750. an unencumbered Citizen Input/ Board Review: The Senior Advisory Commission did not support the initial request for $16,000 funding and met with Metroport Staff to discuss their concerns. A revised request for $10,000 was submitted. The Senior Advisory Commission recommended approval of the $10,000 funding request at their August 8, 2000 meeting. Acting Executive Director Kelly Bradley approved the contract language. Both Ms. Bradley and Mary King, the newly hired Executive Director, will be present at the work session and Council meeting to answer any questions Legal Review: This agreement was modeled after the standard community services agreement utilized by the City and has remained the same as the agreement currently in place. Alternatives: • Changes in the funding amount as determined by City Council • Non-renewal of community services agreement Supporting Documents: • Proposed agreement with Metroport Meals on Wheels • Letter from Metroport Meals on Wheels to the Senior Advisory Commission Committee • September Monthly and Quarterly Reports Staff Recommendation: Place on the November 7, 2000 City Council agenda for consideration, the proposed Community Services Agreement between Metroport Meals on Wheels and the City of Southlake. `„�► r AGREEMENT FOR COMMUNITY SERVICE STATE OF TEXAS § COUNTY OF TARRANT § THIS AGREEMENT is entered into by and between the City of Southlake, Texas a home rule municipal corporation located in Tarrant County and Denton County, Texas, acting by and through its duly authorized City Manager (hereinafter referred to as "City"), and Metroport Meals on Wheels (hereinafter referred to as "MMOW), a nonprofit organization operating in the Metroport area as an organization described in section 501 (c) 3 of the Internal Revenue Code, acting by and through its duly authorized Executive Director (hereinafter referred to as "Coordinator"). WHEREAS, the purpose of MMOW is to deliver hot meals to homes of the elderly in Southlake, Grapevine, Colleyville, Keller, Argyle, Trophy Club, Westlake, Justin, Haslet and Roanoke and to manage senior programs and activities as needed to citizens of these Metroport communities; and +.. WHEREAS, City and MMOW desire to enter into an Agreement whereby MMOW will provide meals and social services to the seniors of the Southlake community and others as referred by City; NOW, THEREFORE, KNOW ALL BY THESE PRESENTS: That City and MMOW do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES The scope of Service shall include: MMOW 1. To coordinate, organize and run the weekly (Tuesday) Southlake senior congregate luncheon program and associated Tuesday activities. 2. To organize volunteers to plan and support Southlake's Tuesday congregate lunch program and home delivered meal program to Southlake residents. M\Community Services\01 Service Agreements\MM0Wcontract00.doc 11/03/00 r r 3. Order necessary meals, cover costs and organize delivery of meals to homes of Southlake senior residents Monday through Saturday, and also for the Tuesday congregate lunch program and associated activities. 4. Track attendance and costs associated with the weekly congregate lunch program and the home delivered meal program. Prepare and provide reports to the City on a monthly basis, due the 2' Tuesday of each month. 5. Perform general clean up following each event, return tables to original locations and secure the facility. 6. Provide a monthly updated roster of participants to include name, address, phone number and emergency information. City 1. Provide the facility each Tuesday from 9:00 am to 2:00 p.m. 2. Provide staff liaison to provide guidance and direction to MMOW and monitor activities. SECTION 2 MMOW'S OPERATIONS 1. Hours of Operation for the congregate lunch program shall be from 10:00 am to 2:00 p.m. every Tuesday and shall be defined by the City of Southlake Senior Advisory Commission, City of Southlake Community Services Department and MMOW. 2. The City shall have the right to review the books and records kept incident to the services provided by MMOW to the City. SECTION 3 PAYMENT FOR SERVICES City agrees to pay to MMOW the sum of $ per year to help cover the cost of the following: 1. A Senior Congregate Luncheon Coordinator provided through MMOW to perform services described in Section 1. 2. Supplies provided by MMOW such as paper plates, cups, and table-cloths for the congregate luncheon. N:Tommunity Services\01 Service Agreements\MMOWcontract00.doc 11/03/00 3. Subsidize the cost of food for those persons unable to pay for their meals. This includes meals served at the weekly congregate lunch and for home delivered meals for the elderly of Southlake. 4. Individuals who can afford to pay for the luncheon or home delivered meal will be charged a maximum of$2.50 per person. MMOW has the option to waive the luncheon fee if an individual brings a covered dish for the luncheon. Any increase in this fee shall be approved by the City of Southlake Senior Advisory Commission and the City of Southlake. SECTION 4 TERM OF AGREEMENT The term of this agreement shall be for a period of one (1) year beginning October 1, 2000, and ending September 30, 2001. The parties may modify this agreement by written amendment executed by both parties. IN WITNESS WHEREOF the City and MMOW have executed this agreement as of this day of October, 2000. Approved as to legal form and adequacy: Attorney at Law Mayor, City of Southlake Executive Director, MMOW `%01 N:\Community Services\01 Service Agreements\MMOWcontract00.doc 11/03/00 Metroport Meals On Wheels 3rd Quarter 2000 Date:10/9/2000 P. 0. Box 204 Income/Expense Report Quarter Ending: 9/30/2000 504 N. Oak Street Southlake Congregate Luncheon Roanoke, TX 76262 Income: City of Southlake $ 2,304.00 Collected for Craft Project Collected at Cong. Lunch $ 175.00 $ 285.00 282.00 $ 3,046.00 Donated/In Kind Kroger(Baked Chickens) $ 72.00 . 007 Expenses: Meal Expense $ 264.00 $ 422.00 .41 $ 942.41 Craft/Activities $ 74.17 $ 97.51 $ 339.11 Supplies - Luncheon $ 237.59 $ 324.23 $ 805.21 Administrative $ 45.94 $ 15.09 11 $ 76.74 i Newsletter $ 19.80 $ 66.75 $ 86.55 Sr. Director $ 465.05 Salary $ 581.31 TFased on 12 hr w x r465.05 1,511.41 $ 3,761.43 3rd Quarter Expense n 817/431-1141 -Office 10/9/00 12:14 PM fl(1��" 817/491-0661 - Fax Metroport Meals On Wheels SEPT 2000 Date: 10/9/00 P. 0.Box 204 Income/Expense Report Month Ending:9/30/00 504 N. Oak Street Southlake Congregate Luncheon Roanoke, TX 76262 Income: City of Southlake $ 768.00 Collected for Craft Project Collected at Cong. Lunch $ 282.00 $ 1,050.00 Donated/in Kind Kroger(8 Baked Chickens) $ 24.00 Expenses: Meal Expense $ 132.00 $ 124.41 $ 256.41 Craft/Activities $ 6.47 $ 8.00 $ 9.12 $ 72.88 $ 167.43 .l t Supplies - Luncheon $ 35.14 $ 66.68 $ 95.63 45.94- $ 243.39 Administrative $ 15.71 $ 15.71 Newsletter Sr. Director Salary $ 216.00 (based on 12 hr wk x $9/hr) $ 216.00 Payroll axes $ 465.05 $ 1,147.99 Sept Expense 817/431-1141 - Office 10/9/00 11:33 AM 1 817/491-0661 - Fax Metroport Meals On Wheels Monthly Report Month of: September 2000 P. O. Box 204 Detail Report on Congregate Luncheon Division: Southlake 504 N. Oak Street Roanoke, TX 76262 x Monthly Week Date 5-Sep 12-Sep 19-Sep 26-Sep Totals #Southlake Seniors 19 23 27 26 95 1-� #of Other Seniors 16 27 15 17 75 #Volunteers/Director 4 5 3 3 15 #Others 3 2 3 2 10 TOTAL ATTENDANCE 42 57 48 48 0 195 Volunteer Hours 8 10 4 4 26 Name of Retaurant Used Cielo's Sonja Potluck MiMi's #Meals ordered from Centralized Kitchen 55 55 55 50 215 S Cost of Food Ordered $ 132.00 $ - $ - $ 124.41 $ 256.41 S Collected for Food Served $ 75.00 $ 100.00 $ 19.50 $ 87.50 $ 282.00 S Collected for Other Reasons' $ _ Free Not Eating 0 $for craft 817/491-1141-office SLCong2000.x1s A0 817/491-0661 -fax Metroport Meals On Wheels P.O. Box 204 504 N. Oak Street, Suite 1 Roangke,TX 76262 Residents of Southlake Home Delivered Meals 2000 Fiscal Year Meals Paid By City of MMOW Served Meal Cost Seniors Southlake Subsidized October 121 $ 290.40 $ 158.40 $ 65.33 $ 66.67 November 94 $ 225.60 $ 140.60 $ 65.33 $ 19.67 December 109 $ 261.60 $ 148.80 $ 65.33 $ 47.47 January 103 $ 247.20 $ 148.40 $ 65.33 $ 33.47 February 54 $ 129.60 $ 66.80 $ 65.34 $ (2.54) March 86 $ 206.40 $ 132.00 $ 65.34 $ 9.06 April 75 $ 180.00 $ 115.20 $ 65.34 $ (0.54) May 81 $ 194.40 $ 122.40 $ 65.34 $ 6.66 June 60 $ 144.00 $ 117.60 $ 65.34 $ (38.94) July 53 $ 103.20 $ 103.20 $ 65.34 $ (65.34) August 66 $ 139.20 $ 139.20 $ 65.34 $ (65.34) September 76 $ 158.40 $ 158.40 $ 65.30 $ (65.30) Total 978 $ 2,280.00 $ 1,551.00 $ 784.00 $ (55.00) FiscalYr2000.xls 1 10/9/00 City of Southlake, Texas MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Ricky Black,Acting Director of Public Safety(Ext. 730) SUBJECT: Request for variance to Sign Ordinance No. 704-A for Pieter Andries Jewelry located at 2525 East Southlake Boulevard. Action Requested: City Council consideration of sign variance for the proposed monument sign. Background Information: Pieter Andries Jewelry is under construction at the subject address. Section 16-B of the sign ordinance requires the sign text and graphic elements to be located a minimum of six inches from the outer limits of the sign structure. In this proposed sign the letters project above the masonry structure. In the applicant's demonstration it is stated the signs at Dynamic Travel and Chic Filet do not meet this code provision. Dynamic Travel was constructed prior to this requirement and has only a masonry base; which was in compliance at the time of its construction. The Chic Filet sign is an example of using a creative design to comply with the ordinance. The sign is made using a masonry product (stucco) as was used on the building. Financial Considerations: Not Applicable Citizen Input/ Board Review: No citizen input has been received. Not subject to any Board review. Legal Review: None Alternatives: The council may approve the sign as requested, approve it subject to whatever changes or conditions they deem appropriate, or they may deny it. Supporting Documents: Variance Application Sign Drawing/Elevation Site Plan Sections 14 and 16-B of Sign Ordinance 704-A 10C-1 Billy Campbell November 3, 2000 Page 2 Staff Recommendation: Place the request for variance to Sign Ordinance No. 704-A for Pieter Andries Jewelry on the November 7, 2000 City Council meeting for approval. 1tB/c (W L 1OC-2 CITY OF SOUTHLAKE SIGN VARIANCE APPLICATION APPLICANT/�1 OWNER(if different) NAME: ADDRESS: PHONE: FAX: 912. 420. to?-7 r-- The following Information pertains to the location for which the variance Is being requested.- NAME OF BUSINESS OR OPERATION:—A der Qr^ X*4. 4 PHYSICAL ADDRESS: ZSZ.S souk � lGa . 5.1tid,. LEGAL DESCRIPTION: Lot 2 Block 1- Subdivision-6&W%4 f'ow^ Aa?k I hereby certify that this application is complete as r the requirements of Sign Ordinance No. 704 as summarized below. I further understan at it is necessary to have a representative at the City Council meeting"who's authorized t iscuss this request. (W Applicants signature: Date: ��. ZU 40, The following checklist is a summary equirements forsign variance requests as required by the City of Southlake. The applicant should further refer to the Sign Ordinance No. 704 and amendments, and other ordinances maps, and codes available at the City Hall that may pertain to this sign variance request. Completed sign variance request application. - Completed demonstration of conditions applicable to the requested variance(see attached.)' Site plan showing the location of the sign variance request and any other signs that conform to or are exempt from the sign ordinance. The site plan shall also indicate the building, landscaped areas, parking&approaches and adjoining street R. O.W. Scaled and dimensioned elevations of the signs for which the variance is requested. For attached signs,the elevations shall show the.building, the sign for which the variance is requested, and any other signs that conform to or are exempt from the sign ordinance. 1OC-3 v Demonstration Please demonstrate that the following conditions area Iicable to the requested si n variance: 1. That a literal enforcement of the sign regulation will crate an unnecessary hardship or practical difficulty on the applicant. 'W 4 OAmG .07*4M Uw isc ,off 2. That the situation causing the unnecessary ardship or practical difF! is unique affected property a'�nnd/d_�is not self imposed. ty q to the �f �� �C A� JL/LGC/O�G�:Oft -4s; 74'v1V �L(� G1177�.1Q'/?G f 3. That the variance will not injure and will be wholly compatible with the use and permitted development of adjacent properties. km At .4i~ lNill"to, T40 tea, 4. That the variance will be In harmony with the spirit and purpose of the sign ordinance. Al�e Jv� A6�11A- .11 ha:x 4 06� 70ite L,�WI401,W - IhR.G.. 7'� 1AX 1 7` 5D 1OC-4 Sam ;:=r oil: MEN � to 1► 1 1 f r����� ;��_ ��T��i■illy' EVE EVE . No Am IS ..■■. . warip �"1106 am Am WO II MAIN ��•� �■■■■Jam■ '�-- I�� ' >_�����■■■■ FPrM .Aim �� T■r■'i A AN AN �■ ►��; ■�11■ . "1- Fes' ME INA WA If ���•ram, ■ �r��i��� �� .. ' � i ■ In MONSOON 11�i��iamlr ■' +,/►i11.� ,lliim�/tar'ili�IA gill If. '�■I� "-■� +' ►_ Ili 1� �' ..'s�+�+�1 s�� .�,�■w�1glip �� �. 1111 ��.'3�11 � (llr�►::1� ��. ,�:i�si� . ��inu■ FA :nv�����a`�JR L:ri.ria■s ■■1�■ ►��►��.� kill n■r■, `s ��9INmill IN ■rru■11. tiq�■:' ■\r.J11�iiA� �\I���'- �I�li%_r�i���■ter l c /J� 1 u U 2D (aw ;3 Y � r a _ a s � v u ca u .A _ � V v Cl) (la.. 1OC-6 / O Ale, . � �k ��| ! M f 0 -1 . � G a§� 32 $ $ � ' �! IOC-7 610 pro--- -�� rOI/IIII /III ♦ ¢+' 2__I•II►I1 111►� tea_ _a _�����+ r� or4l``�1; � I �• °i•+yam �:.'. r�• `�� �r • 1 ' lb Y Y wJ \ J- • I � t 1 SEC. 14 VARIANCES The City Council may authorize variances to any restriction set forth in this ordinance, including but not limited to the number, type, area, height, or setback of signs, or any other aspect involved in the sign permitting process. In granting any variance, the City Council shall determine that a literal enforcement of the sign regulations will create an unnecessary hardship or a practical difficulty on the applicant, that the situation causing the unnecessary hardship or practical difficulty is unique to the affected property and is not self- imposed, that the variance will not injure and will be wholly compatible with the use and permitted development of adjacent properties, and that the granting of the variance will be in harmony with the spirit and purpose of this sign ordinance. A person may request a variance from the Sign Ordinance by filing the request with the Building Official. Any request for variance shall be accompanied by a completed application and a non-refundable filing fee in the amount specified in the current fee schedule adopted by City Council. ARTICLE IV-GENERAL SIGN PROVISIONS SEC. 16 PERMITTED SIGN STRUCTURES AND GENERAL REGULATIONS B. MONUMENT SIGN 1. GENERAL: Unless otherwise specifically provided, the regulations set forth in this subsection shall be applicable to all monument signs which are allowed under this ordinance. 2. MINIMUM LETTER/LOGO 14EIGHT: The minimum height allowed for letters or logos shall be six (6) inches. 3. MAXIMUM HEIGHT: Four (4) feet, excluding monument base and sign structure. The monument base may be an additional eighteen (18) inches in height measured from ground level at the center of the base to the top of the base. The sign structure shall not exceed five(5) feet. 4. MAXIMUM AREA: One hundred (100) square feet per sign with a maximum area per sign face of fifty (50) square feet. The maximum area for the sign structure shall not exceed seventy (70) square feet (see Appendix'A'for measurement criteria). 5. NUMBER OF SIGNS: Only one monument sign, excluding menuboard signs, shall be allowed along each street frontage on any site, unless otherwise specifically provided in this ordinance. Monument signs may be no closer than five hundred(500)feet on any one site. 6. MINIMUM SETBACK: Fifteen(15)feet from any property line. 7. MATERIAL REQUIREMENTS: All monument sign bases shall be constructed of the same masonry material as the front building facade on the same site or shall be stone or brick. The sign structure must be constructed or covered with the same masonry material as the principal building, or stone, or brick. Sculpted aluminum sign panels will be allowed. All sign text and graphic elements shall be limited to a minimum of six(6)inches from the outer limits of the sign structure. 8. ILLUMINATION: Monument signs may only be illuminated utilizing internal lighting for sculpted aluminum panels or a ground lighting source where the light itself and supporting structure are not visible from public R.O.W. 10C-9 City of Southlake, Texas f MEMORANDUM November 3, 2000 TO: Billy Campbell, City Manager FROM: Sean Leonard, Court Administrator (Ext. #832) " SUBJECT: Authorize the City Manager to enter into an agreement with INCODE for Municipal Court software, hardware and maintenance. Action Requested: Award contract to Interactive Computer Designs, Inc (otherwise known as INCODE), for the delivery, installation and maintenance of a Municipal Court Software package. Background Information: As you are aware, in FY 1998-99 the City of Southlake entered into an agreement with New World Systems Corporation (NWS) to purchase and install a city wide computer software system. Unfortunately, upon implementation of the Municipal Court module(s), it was discovered that the NWS product had an overwhelming number of critical flaws in the software including but not limited to: discrepancies in bond/receipt processing, label errors, mandated state & quarterly tax reporting errors, as well as NWS's failure to successfully integrate the finance software module(s) to the court software module(s). In order to correct all flaws and upgrade the system, New World Systems reported that it would require a significant amount of re-programming and/or software modifications that would cost the city at least an additional (estimated) $177,950.00 above and beyond the original $50,000.00 purchase price. The municipal court currently operates utilizing a product provided by Government Services Automation (GSA). This vendor has provided the Municipal Court software product for the past five (5) years, however the City's contract with GSA will end on December 2, 2000. Consideration was given to continuing with GSA but the high cost of continuation ($35,217.00 per fiscal year); overall poor performance of the product and the unreliability of Official Monthly, Quarterly State Tax and other miscellaneous reports prohibited us from re-considering them as a viable option. Therefore it was determined that in the best interest of the City of Southlake, further research into a comprehensive municipal court software product was necessary. 101F- Financial Considerations: A total of five (5) court software vendors were compared for budgetary purposes. They are as follows: American Data Group, Court Specialists Incorporated, Government Services Automation (GSA), INCODE, and New World Systems. Please see the attached bid tabulations (exhibit #A) for specific details regarding these vendors. Approval of the INCODE contract will not increase the budget for FY2000-01. Also, INCODE has agreed to a five (5) year lease/purchase arrangement for the purchase of the software/hardware product. This equates to $905.14 per month or $10,861.68 per fiscal year. The yearly lease/hardware purchase costs ($10,861.68) combined with the yearly software/hardware maintenance agreements ($6,439.00) produces a GRAND TOTAL of$17,300.68 per fiscal year. This brings INCODE'S costs below the remaining adopted FY 2000-01 budget balance of $18,700.00, as it is reflected in the computer lease expenditures for the municipal court. Please note that INCODE holds an approved state government contract with the General Services Commission of Texas (Exhibit #B: #1752292735300/74668) and therefore complies with Chapter E of the City of Southlake "Purchasing Policy", satisfying the competitive bid requirement. Citizen Input/(W ' Board Review: None. Legal Review: The City attorneys have been consulted. They have drafted and negotiated the attached contracts with Interactive Computer Designs, Inc. otherwise known as INCODE. Alternatives: Approve or Deny. Supporting Documents: Vendor Bid Tabulations (exhibit #A), General Services Commission Vendor Report on INCODE (exhibit #B) and the proposed INCODE contracts (exhibit#C). Recommendation: Award this contract to Interactive Computer Designs, Inc (INCODE) at the November 7, 2000 City Council Meeting for $54,308.40 to be paid out over five (5) years at an annual cost of $10,861.68 as well as pay a yearly Hardware/Software Maintenance Agreement cost of$6,439.00 for a yearly grand total cost of$17,300.68. 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Oct 31 00 05: 47p FINANCE (817) 488-6796 p, 2 Incode Vendor Detail Page l of 3 Incode Vendor Detail To correct or update vendor contact information,select'and_print this fax form, markup any changes, and fax it back to GSC. Only a designated representative for the vendor shown above may request changes be made to the contact information. For the CMBL, the commodity book codes and district regions may also be changed. Please refer to the 10.I th.Editipn of the Commodijy Book. " . .. Com trot ' CMBL/HUB Vendor Contacf Informatin�i ..._p Iers Tax StatusNEw+ Vendor ID/Number 1752292735300/7466. iHIJB Stafus: BL !Date Off HUB: `06/01/l - g Lye " ndor Name: I INC011F �.. i Vendor Addre—_ss: !P O BOX 64549 1 LUBBOCK,TX 79464-4549 (County: ''LUBBOCK - - �Contact: !LORl DUDLEY 'Phone/Fax: — 06..8 -797-0761 06-797-_4 84J Email Address: 1dudleyLiacode-inc.com !QISV Catalog: iy - CMBL Expire Date: i07/21/2002 I. ..( Class-I te.m �CT..m..m... o- d0it yP EllRescription(boldfo r a[ iemnc lass) 204 �I�COMPITERHARDWARE4V IPHEALS FORMj, kM .. -.. .104- IQCABLES:PRINTER, DISK NETWORK 1204- ! 19 ;.QCOMMUNICATION BOARDS:FAX,MODEM(INTERNAL) !204- 44 QDRIVES, COMPACT DISK(CD-ROM) ^ ;204- �45 !QDRIVES FLOPPY DISK - '464 �iQDRIVES,HARD/F1xED DISK .47 I QDRIVES,TAPE 204- �: 148 +(QKEYBOARDS 204-149 iQIMAGING SYSTEMS,MICROCOMPUTER i . .. — 204- `QEXPAIVSION%ACCELCRATOR BOARDS:HARD DRIVE CONTROLLER C`.ARDS, i5l !:MEMORY,PROCESSOR, SCSI, VIDEO CARDS _ -- P . IQMICROCOMPUTERS,DESKTOP OR TOWERBASED : http://www.gsc-state.tx.us/cgi-bin/cmbl/vendor?vid=1752292735300 10/31/00 Exhibit #B Oct 31 . 00 05:48p FINANCE (017) 488-6796 p. 4 Incode Vendor Detail Page 3 o:F3 208- 171 QPURCHASING � ifffli�ACK- BATCH FILE,MtKU�S,OPERATING SYSTEM,NETWORK 90 OPERATING SYSTEM,NETWORK MANAGEMENT,RECOVERY, SCREEN, REEN, y items shown-for —are commodit;!G ' class av ailable lable,for all districts 285 1 QELE(Y,7R_JCAL EPQ UIPJWrfNTAND SUPPLIES--(NUT_C.4BL%E 4kb W=Wkj !-QCABLE RACKS 110 .918 1 commodity_it6nis shown' fb'r_'E_Ei_s285 are availablefor all districts U LT SER DICES N 1918- 1; ... ... 28 :IQCOMPUTER-HARDWARE,CONSULTING SERVICES !918- *_29 .]:QCOMPIJTER SOFTWARE,CONSULTING SERVICES i918- :�- """'­_... . ­_­=­ 130 I'QCOMPUTER NETWORK CONSULTING - L commodity items ifi&wn for­ c_fas�s 91�8 are­ avai@@_e—for�ajldistricts 920 QDATA PROCE SSING SERVICES - 2F--1:QAPPLI0Afj_0NS SOFTWARE FOR�MICR'*O'-7C-O-'-.'-MPCE�U' '-R-'— SYSTEMS: BUST�NESS, 19 W7ATHEMICAL/STATISTICAL,MEDICAL, SCIENTIFIC. 1920- 1 �14 JQAPPLICATIONS SOFTWARE(FOR MINICOMPUTER SYSTEMS) .9 QCOMPUTER MANAGEMENT .................... 131 IQINSTALLATION OF COMPUTERS, PERIPHERALS,AND RELATED EQUIPMENT 920- QINSTALLATION OF NETWORK SYSTEMS 32 '36 NETWORK MAINTENANCE tM20-. 1 .37 I QNETWORKING SERVICES 1 J I45 JIQSOFTWARE MAINTENANCE/SUPPORT '920- 147 :IQSUPPORT SERVICES,COMPUTER .fol Commodity items shown. or class 920 are availablefor all di�stiilc ' j ts Term Contract/Scheduled Purchase-" 7975.-OELECf WCEQUIPMENT ANO SUPPLIES.(NOT CABLE- ------------ listed for term contract: Al,A2 445_'LHAND TOOLS(NOT OTHERWISE CLASSIFIED) listed for term contract:N (w http://www.gsc.state.tx.us/cgi-bin/cmbl/vendor?vid=1752292735300 10/31/00 Exhibit #B Oct 31 00 05: 47p FINANCE (817) 468-6796 p, 3 Incode Vendor Detail Page 2 of 3 ;204- QIVIICRO i54 _ 7 ORGANIZERSCO SRJTERS,1-IANDHELD,LAPTOP,NNOTEI OK EELECTRONIC 55 !QMICROCOMPUTERS, MULTI-PROCESSOR C . 1204- If _ 58 aQMODEMS, EXTERNAL, DATA COMMUNICATIONS 204- I 60 :QMONITORS,COLOR AND MONOCHROME(CGA,VGA,SVGA)FLAT PANELS ' 1204- '(?NLTWORK COMPONENTS:ADAPT$R CARDS, BRIDGES,CONNECTORS - 64 ..EXPANSION MODULES/PORTS, HUBS,LINE DRIVERS, MSAUS, ROUTERS, 11TRANSCEIVERS (LAN,WAN) 204- .QPERIPHERALS: JOY STICKS,GRAPHIC-OIGI.IIZERS LIGHT PENS MICE,PEN 68 IPADS,TRACKBALLS ' 74 i MINTER SHARING DEVICES �75 10RINTERS,DOT MATRIX --- 104- IQPRINTERS,INKJET - - 1204-77 QIN PRTERS LASER ,� 20`I- `QSCAN DOCUMENT:HANDHELD, DESKTOP,HIGH VOLUME !88 NERS, a04- ;`.'QSCANNERS AI��ADERS,OPTICAL CHARACTER:BAR CODE,REMITTANCE 90 (SCANNER/PROCE9$ORS 1f204- f°QTERMINALS AND CRTS: DATA PROCESSING SYSTEMS 193 J�.. —.. . _ commodity items shown for class 204 are available for fifl districts 207 .I Qe0A1 LITER ACCESSORIES AND SUPPLIES 87 QTAPES,TAPE CARTRIDGES,TAPE CASSETTES,TAPE REELS 1 commodity items shown for class 207 are available for all distnc is 208 QCUMPUTER SOFTWARE F'UR MICROG'UMPUTERS REPRC)GRAMMED) --.. .. . - . . : . _._::.:.. : - -- _—__�_ -- 108- �QACCOUNTING, ;i CIAL:BOOKKEEPING,BILLING AND INVOICING, 10 .BUDGETING,PAYROLL,TAXES 208 _._:_._....-:.. _ ......QCOMMUNICATIONS:NETWORKING, LINKING 17 i37 ;.QDATABASE 208 DRIVER AND HARDWARE SUPPORT PROGRAMS 40 Q .54 gQINTERNET -- 63 QHUMAN RESOURCES(PERSONNEL) 208- _ 6G �QPROFESSIONAL: HOSPITAL/PHARMACY, LEGAL I http://wvw.gse.state.tx.us/cgi-bin/embl/vendor?vid=1752292735300 10/31/00 Exhibit #B CUSTOMER AGREEMENTS FOR THE CITY GE SOUTHLAKE, TEXAS oil" �•y 'ti ���� CIA • s 'w I( b y .•�� � � �,w,p t � t t t, 1 w � �" *'e uu r• P�'r � i ' •� ,ry �1• fr• 'f •„1~•i n �'r,•1 w e,,.0. a .•f t�.1tlwi f h4�1 ,d.^!f w'',4� m• ' CUSTOMER ......... qi jrmlfa r :4., .n. +rC s COPY Prepared November 1, 2000 rf,: 4 tl � .4� a �tlk:;�d•L la.,;`1 fo;;��`r? � �,,11 ,$• *:r 1 p•- Cy J,p'm via. wf, .r. •ti- �' -�+ 'it•' .t 1 w •.1 I r tl *AA INCODE •h 4501 W. Loop8 9 2 •• •• • •ti•• "�� Lubbock, TX 79414 806-797-0761 FAX: 806-797-4849 Exhibit #C HARDWARE AND SYSTEM SOFTWARE SALES AGREEMENT Customer Name Salesman City of Southlake ILM/JD Street Address P.O. Box 667 N. Carroll Avenue City State Zip Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs,Inc.,hereinafter referred to as INCODE, located at 4501 W.Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, 2000. Pursuant to the terms and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from INCODE. DESCRIPTION QUANTITY PRICE Epson TM-950II Receipt Validation Printer (Parallel) 2 2,300.00 APG Automated Cash Drawer 2 700.00 Mag Strip Reader 2 1,100.00 All system software pre-existing on the included hardware. Estimated Installation and,Configuration of System (# of Hou>;s) 2 Hours 200.00 Estimated On-Site Travel Expenses 1 243.00 THE HARDWARE&SYSTEM SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 4,543.00 SUBJECT TO THE ATTACIIED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: TOTAL 4,543.00 THE CITY OF SOUTHLAKE WTERACTNE C PUTER DESIPZ,INC. DATE DUE Customer Name Signature Signatu Contr er Title Title 11/1/0 0 . . . . . . . . Date Issue Date hwswa032594 Exhibit #C HARDWARE & SYSTEM SOFrWARE SALES AGREEMENT TERMS AND CONDITIONS The lbllowring terms and conditions are incorporated into the shall be deemed to be tie Harch+arc Installation Dale, Hard are Sales and System Software License Agreement regardless of,when actual installation occurs. between INCODE:and die CUSTOMER. A. CUSTOMER agrees to compensate HARDWARE AND SYSTEM SOFT WARE 1'iAiCHASE: INCODE, at die I011o++ing rates, lbr all INCODE agrees to sell and CUSTOMER agrees to buy die time and materials expended bec•ausc of Hardware and acquire a non-exclusive license to die System CUSTOMER's delays in preparing die Software specified in this Agreement, as described in this Hard++are site and/or because of die Agreement unay.tilability of the hardware site:, PRICE. For die purchase ol•the Hardware and die lic•ensc of Senior Proiect Manager 8100.00/hour die System Software, CUSTOMER agrees to pay die total ProjcctMauagcr $100.00/hour . amount specific(]in this Agreement Senior Hardware Spe 6alist$100.00/hour PAYMENT. CUSTOMER agrees to pay INCODE in HardwareSpedalist $100.00/hour accordance with die follo++dng, B. CUSTOMER agrees to pay INCODE 1•or A. Upon execution of this Agreement, t+venty-five any gavel expenses provided :it percent of die total amount specified in this CUSTOMER's written request and not Agreement++rill be invoiced and will become due otherwise included in this Agreement and payable%it in 30 clays after t ec•eipl ol"Iuvoie•e. (CUSTOMER expressly shall not be B. Within 30 clays alter die Hardware Acceptance Date responsible for any travel expenses as defined below under "HARDWARE associated with die initial installation of ACCEPTANCE,"the balance of tic total amount the INCODE Sofwware.) CUSTOMER specified in [his Agreement shalt be due and shall only be responsible for paying travel payable. expenses that CUSTOMER deems C. If some but not all of the Hardware and System reasonable. Travel expenses may include Software is Accepted,CUSTOMER agrees to pay the actual cost of commercial (not to for die balance of accepted items vv idhin 30 clays include chartered)airfare directly between after the Hardware Acceptance Date. Lubbock,Texas and Dallas/Fort Worth HARDWARE DELIVERY DATE—INCODE, and die International Airport,Love Field Anport, CUSTOMER agree that the HardmAre and System Soltma a Alliance Airport, or Meacharn Airport; shall be delivered on or before November 13,2000. hotel expenses; parking expenses; 4► TITLE.. Tide to the Hardware shall pass from INCODE to gasoline expenses; a $28 per diem die CI iSTOMER upon payment in full by the CUSTOMER stipend;a 1096 processing fee on die total to INCODE in accordance with this Agreement. gavel expenses; and all other travel INSTALLATION AND SITE.PREPARATION. related expenses that CUSTOMI?R I. The CUSTOMER agrees to prepare die installation deems reasonable. site prior to die delivery of the Hardmare and INCODE agrees HARDWARE ACCEPTANCE. The acceptance of die to install die Hardware in accordance with die lollov+ring: Hardware shall be determined as 1•ollows: A. INCODE, shall provide CISTOMER A. On or after die Hardware Installation Date, +vide a copy of all relevant site preparation INCODE shall perform INCODE's standard instructions. diagnostic.tests to determine that the Hardware is B. CUSTOMER shall prepare die Inhctioning in accordance with die Hardv+are's installation site in accordauice with die site specifications. preparation instructions. B. When INCODE's standard diagnostic-tests indicate C. Unless otherwise specified in this that the Hardwire is fnhetioning in ace•ordanee witli Agreement,CI NTOMER shall be solely die Hardware's specifications, INCODE: sliall responsible liar and will furnish all inform die CUSTOMER in writing. The nec-essary labor and material to install all "Hardware Acceptance Date"shall be the(late on associated electrical lines, CRT cables, which die CUSTOMER responds in writing and and telephone lines for communication agrees that die Hardware is functioning in modems. accordance ividh die Haardware's specifications. D. The(late INCODE installs die Ha rdmire TERM AND IT-MMINATION. shall be defined as the Haudwarc A. This Agreement shall take effect on die Effective Installation Date. Date noted on die first page,and shall continue until II. However,il'the CUSTOMER has not prepared die INCODE completes and CUSTOMER accepts Hardware site in ac•cordaiwe %ith die site preparation installation of tic Hardware. instructions instructions and/or die Hardmire site is not available for B. This Agreement shall be sulliec•t to termination by installation,then die tenth clay Ater delivery of the Hardware either party upon 90 clays written notice to die other C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.HARDWARE&SYSTEM.WD.DOC Page 1 Exhibit #C HARDWARE AND SYSTEM SOFTWARE SALES AGREEMENT TERMS AND CONDITIONS party. Upon expiration ol•90 clays after INCODE's benefit of and bind de parties hereto, their successors and receipt of such notice of' termination from their permitted assitmecs. CUSTOMER, INCODE: shall (-ease perlirming RISK OF LOSS. Risk of loss shall pass to CUSTOMER services and using confidential inlormation upon delivery of die hardware and system sof ware to the furnished by CUSTOMER, and INCODE shall installation site. promptly return to CUSTOMER all documentation CUSTOMER DELAYS. If any act or failure to act by die and confidential information f'uniished by CUSTOMER delays INCODE,s perlorinwice,INCODE shall CUSTOMER and all copies thereof. Upon 90 clays be excused from performance lir an amount of time after CUSTOMER's receipt of such notice of commensurate iiidi die delay caused by CUSTOMER. termination from INCODE, CUSTOMER shall CUSTOMER acknowledges that its delay may excuse return to INCODE:all property of INCODE then INCODE:from performance for all amount of time greater in its possession and all copies thereof wherever than die delay caused by CUSTOMER, but INCODE, located. CUSTOMER shall pay INCODE for all iharrants that it will perform as soon as possible after such a services properly performed through termination. delay. Such delays by CUSTOMER that may cause INCODE Noti idistanding die foregoing,all provisions t clataig to delay performance include,but are not limited to failure to to confidentiality shall survive die termination ofthis have prepared any data in die firm and format requested by Agreement. INCODE,oil or lelbrc die date specified by INCODE or to SECURITY INTEREST. INCODE shall retain a Security have verified such data for accuracy,submission of erroneous Interest in all Hardware,related products,and in:uhy proceeds data to INCODE or CUSTOMF,R's 1:vlure to have completely for is long as any amount is owed to INCODF, by the prepared tine Hardware's installation site prior to die CUSTOMER under this Agreement. CUSTOMER agrees to Hardivare's actual delivery including,but not limitcd to,failure execute such financing statements acid other documents as may to have all electrical work and cable instillation completed. be necessary to perfect INCODE:s security interest. LIMPTATION OF LIABILITY. NO WARRANTIES. ALI,WARRANTIES REI APING A. INCODE shall not be liable for failure to provide, TO THE HARDWARI:AND SYSTEM SOI-f`WARE ARE or delays in providing, services under this PROVIDED DIRECTLY FROM THE, HARDWARE Agreement if due to any cause beyond INCODE:s MANUFAC'I'T JRERS AND/OR SOhTWARE reasonable control. PUBLISHERS UNDER THE 'PERMS AND B. CUSTOMER expressly assumes all responsibility CONDITIONS OF 'THEIR RESPECTIVE: for die seicctibn and use of tlic hardivvc,liceused WARRANTIES. INCODE HEREBY DISCLAIMS ANY software,and products. AND ALI, WARRANTIES WHETHER EXPRESS OR C. CUSTOMER is solely responsible liter creating daily IMPLIED RELATING TO THE HARDWARE AND !lack-up,and verifying die validity of back-ups,in no SYSTEM SOFTWARE INCLUDING BUT NOT event shall INCODE be responsible for the loss or LIMITED TO ALI, WARRANTIES OF destruction of any of die CUSTOMER's data. MERCHANTABILITY AND HTNESS FOR A D. INCODE SHALL NOT BE:LIABLE FOR ANY PARTICULAR PURPOSE. INCIDENTAL, SPECIAL OR WARRANTY AND/OR MAINTENANCE. There is no CONSEQUE:NI'IAL DAMAGES OF ANY hardware maintenance prodded pursuant to this Agreement. NATURE WHATSOEVER, SUCH AS, BUT Hardi are wariatity and/or maintenance is typically provided by NOT IdMITEI)TO,LOSS OF ANTICIPATED die manufacturer or a 'Third Party. In situations where PROITTS,OR OTHER ECONOMIC LOSS IN INCODE and die CUSTOMER agree that INCODE iaill CONNECTION WITH,OR ARISING Our OF provide hardware maintenance, such harchiare maintenance THE EXISTENCE OE THE FURNISHING, shall be governed by the terns of' INCODE:s hardware FUNCTIONING, OR CUSTOMER'S USE OF maintenance agreement. ANY SERVICES OR GOODS PROVIDED IN ASSIGNMENT. Ci JSTOMER may assimi dais Agreenientiu THIS AGREEMrNT.INCODE:WILI.NOT BE whole or in part only with !lie prior written consent of LIABLE FOR DAMAGES AS INDICATI:I) INCODE. INCODE may assign this Agreement at any time ABOVE:, EVEN IF INCODE HAS BEEN provided INCODE notifies die CUSTOMER in writing ADVISED OF THE POSSIBILITY OF SUCH promptly thereafter. DAMAGES. LEGAL,CONSTRUCTION. In case anyone or more of the FORCE MAJEURE:. INCODE shall not be liable to provisions contained in this Agweement shall for any reason be Customer for any delay or failure by INCODE;to perform its held to be invalid,illegal or unenforceable in any respect,such obligations under this Agreementor odheniise if such delay or invalidity, illegality, or unenlorc•cability shall not aflcct any failure arises from any cause or causes beyond die reasonable other provision thereof,and this Agreement shall be construed control of INCODE, including, but not limited to, labor as il•such invalid,illegal,or unenforceable provisions had never disputes,strikes,other labor or industrial disturbauices,acts of been contained therein. God,floods,lihditning,shortages of materials,rationing,utility BINDING EFFECT. This Agreement shall inure to the ." or communication Isulures,earthquakes,casualty,war,acts of' CWY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.HARDWARE&SYSTEM.WD.DOC Page 2 `-..- Exhibit #C HARDWARE & SYSTEM SOFTWARE SALES AGREEMENT TERMS AND CONDITIONS public enemy, riots, insurrections, embargoes, blockages, INCODF,in writing of such allegation nnidrin 60 clays of die actions,restrictions,regulations,or orders of any government, date upon which CUSTOMER first receives notice thereor. agency or subdivision thereof. CONFIDENTIAL INFORMATION. Subject to dre WAIVER. 111c terms,covenants,representations,mi rnties requircnnenLS of the Freedom of Information Act and lie and conditions of this Agreement may be moved only in a Public Information Act,and any order comparable applicable written agreement signed by die party warring compliancee lane,each party shall hold all confidential information in trust thcrcc%ith. No waiver by any party orally condition,or ere and confidence for the panty claiming confidentiality and not breach of any term, covenant, representation, rnarranty or use such couficheutial information other than liar the benefit of condition set forth herein,whether by conductor otheralse,in rrc party claiming confidentiality. Each party agrees not to any one or more instances,shall be construed as a further or disclose any such confidential information,by publication or continuing rnativer orally such condition or breach ora waiver othernise, to any other person or orgauri/3►tion. For die of any other condition or the breach of any other term, purposes of this Agpcement,"confidential information"shall covenant,representation,mar army or condition set forth, mcam inlormatiou disclosed or obtained by one party in GENERAL.. connection with and during the term of this Agreement,and A. This Agreement shall be governed by the laws of the designated as "confidential" by the party claiming Statc of Texas and constitutes the entire agreement confidentiality at die time of disclosure. Confidential between die parties hereto with respect to the information does not include any information that was Hard are and System Software described herein, previously known to die other party without obligation of and shall supersede all previous or confidence, is publicly disclosed to either party prior or contemporaneous negotiations, cormlmitmCrLs and subsequent to the parry's receipt of such information, or is writintn nFidr respect to tie matters set forth herein. rightfully received by either party from a third party nnirrouL B. All acceptances by INCODE of purchase orders obligation of confidence. and all sales by INCODE arc expressly limited to and made on tine basis of the terms and conditions set forth herein, notwithstanding receipt or acknowledgment of Customer's order forms or specifications containing additional or' different provisions,or conflicting oral represciwidious by au agent,representative or employee of INCODE. INDEPENDENT CONTRACTOR. INCODE is an independent contractor. '1'lic personnel of one party sliall not in ally way be considered agras or employees of me other. To ere extent provided fin• by law, cac•h party shall be responsible for the acts of iLs own employees. Each party shall be responsible for Workers' Compensation coverage for its own personnel. NOTICES. A. Notices to CUS'1'oMER shall be deemed cifective when sent by Reg,Rstered or Certified tJ.S.Mail to: Municipal Court Administrator Ci1T OF SOtrrIIIAKE 1725 E. 1709 Sourlakc,Tcxas 76092 B. Notices to INCODE shall be deemed effective when sent by lkgistered or Certified U.S.Mail to: INCODF. P.O.Box 64.549 '14501 W.Loop 289 Lubbock,Texas 79,114 PATEN,r AND 111ADEMARK INDEMNIFICATION. INCODE agrees to indemnify and hold CUSTOMER harmless from and against any and all judgments,suits,costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infiuigement of any patent or copyright wising from the licensing of roc.Soltmire pursuant to this Agreement, provided that CUSTOMER has notified CAMY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.HARDWARE&SYSTEM.WD.DOC Page 3 Exhibit #C SOFTWARE LICENSE SALES AGREEMENT Customer Name Salesman City of Southlake LM/JD Street Address P.O. Box 667 N. Carroll Avenue City State Zip Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs,Inc.,hereinafter referred to as INCODE, located at 4501 W.Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, 2000. Pursuant to the terns and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from ENCODE. DESCRIPTION QUANTITY PRICE InVision Municipal Court 1 22,500.00 Please note the software license fees stated in this agreement include an upgrade to In Vision for each application listed herein. THE APPLICATION SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 22,500.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: TOTAL 22,500.00 THE CITY OF SOUTHLAKE INTERACTIVE COYPUTER DES NS,INC. DATE DUE Customer Name By: Signature Signat Co ll Title Title 11/1/00 Date Issue Date h\vswa032594 Exhibit #C SOFTWARE LICENSE SALES AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF tic terms and conditions of dre. INCODE's published spccilic atious and is operating Agreement and other good and valuable consideration, lie satisfactorily to CUSTOMER. parties hereto agree as fbilows: OTHER SERVICIS. CUSTOMER agrees to pay INCODE �.. LICENSED SOFTWARE. INCODE agrees to provide fbr any services provided at CUSTOMER's written request CUSTOMER wide a non-exclusive,non-transferable license to and not odnen+ise specified in this AgreemenL INCODE shall lie "In Vision Municipal Court Solmare" described in this provide those services at lie lbllowing rates: AF,,eement(lie"INCODE Solim-t•ej. INCODE will install Senior Project Manager 5150.00/hour tie INCODE Software and ensure drat it perl'o ms in Project Manager S 106.25/hour accordance hvidh the terms and conditions of this Agreement. Senior Soltware Specialist 593.75/hour INCODE will provide CUSTOMER w7li one set of Existing Soltmarc Specialist S87.50/hour K New INCODE Software documentation as it becomes 'TRAVEL EXPENSES. CUS'TOMI:R agi-ces to pay available at no charge.Additional copies are available for an INCODE for any travel expenses provided at CUSTOMER's extra charge and CTJS'TOML'R may make back-up copies of written request and notodhenvisc included in this Agreement. the INCODE Sofhvare and the documentation. (CUSTOMER expressly shall not be responsible for awry tmvel MODIFICATIONS OF SOI"I'WARE. Any INCODE expenses associated with die initial installation of tie INCODE Software modifications requested by CUSTOMER and agreed Soliwue.) Cl JSTOMER shall only be responsible for paying upon by INCODE shall be billable at die fee agreed upon by travel expenses fiat CUSTOMER deems reasonable. 'Travel bosh parties in writing. expenses may include lie actual cost of commercial (not to TERM AND'TERMINATION. include chartered) airfare directly between Lubbock, Texas A. 'this Agreement shall take effect on the Efreetive and Dallas / Fort Worth International Airport, IdrVC Field Date noted on die first page,and shall continue until Airport, Alliance Airport, or Meacham Airport; hotel final payment by C1 iS'TOMI:R,or until INCODE expenses;parking expenses;gasoline expenses;a S28 per diem has completed all terms and provisions under this stipend;a 10%processing fee oil die total ravel expenses;and Agreement,whichever is later. all other travel related expenses that CUSTOMER deems B. This Agreement shall be subject to termination by reasonable. cidhcr party upon 90 clays written notice to die odncr SOFTWARE ENVIRONMENT. In order for die INCODE party. Upon expiration of 90 clays after INCODE's Software to function properly,CUSTOMER must provide a receipt of such notice of termination from hardware and software environment in accordance with CUSTOMER, INCODE shall cease performing INCODE's specifications. Such environment includes,but is services and using confidential information not limited to,use of die appropriate operating system at die funished by CIISTOMEtt, and INCODE shall version arkl release levels specified by INCODE and promptly return to CUSTOMER all documentation additionally, specifics drat die environment for any InVigion and confidential information furnished by soliwauc application requires tic City Ur have a-mail and CUSTOMER and all copies drereof. Upon 90 clays Internet access. CUSTOMER will be responsible for all after CUSTOMER's receipt of' such notice of additional costs incurred to die extent such hardware and termination from INCODE, CUSTOMER shall software does not conform to INCODE's specifications. return to INCODE all property of INCODF,then LICENSED SOFTWARE OWNERSHIP. CUSTOMER in its possession and all copies dnereof wherever agrees that INCODE possesses exclusive tide to and located. CUSTOMER sl►all pay INCODE for all ownership of the INCODE Software. services properly performed du•ough termination. A. CUSTOMER agrees tat CUSTOMER acquires neither Not+idnstanding die Ibregoing,all provisions relating ownership nor any other interest in the INCODI: to confidentiality shall survive die termination of dais Software, except for die right to use and possess die Agreement. INCODE Soluwarc in accordance with die terms and PRICE. CUSTOMER a),r•ees to pay the tool INCODE, conditions of dais Agreement. Soliware License Fec.amount specified in dus Agreement. I1. All rights not expressly gralhted to CUSTOMER in this PAYMENT. CUSTOMER agrees to pay for die INCODE Agreement are retained by INCODE. Software in accordance wide die following: C. CUSTOMER agrees that INCODE Software including, A. Upon execution of this Agreement,twenty-five percent of but not limited to, systems designs, programs in source die total a mouut specified in dais Agreement will lie and/or object code format,applications,tecluniqucs,ideas, invoiced and will become clue and payable within 30 days and/or know-how utilized and/or developed by INCODE after receipt of invoice. are and shall remain die exclusive property of INCODE. B. Within 30 days after die softrare is installed (install is CUS"TOMI:R agrees tat die INCODE Software consists defined as die time in which die solt«are described in this of INCODE's trade secrets. INCODE shall retain all Agreement is loaded ore C11STOMER's operating system), copyrights in die INCODE Softhme,whedhcr published or forty percent of die total amount specified in t►is unpublished. Agreement will be clue and payable for die INCODE SOITWARE LICENSE. INCODE hereby p-ants to Software. CUSTOMER a non-traunsfcrable and non-exclusive license for C. CUSTOMER agrees to pay die remaining dnirty-five die use and possession of a single copy of die INCODE percent of die toed amount specified in this Agreement Soliware. when die softhvare is lunc•tional in conformance widh C:\MY DOCUMENTSWIARKETING\SOUTHLAKE\FINAL LANGUAGMINCODE.SOFTWARE LICENSE.WD.DOC Page 1 '%.— Exhibit #C SOFTWARE LICENSE SALES AGREEMENT TERMS AND CONDITIONS A. INCODE:shall not be responsible for problems related to Software is developed and designed by INCODE:. I❑ die transferring die INCODE:Soltivare from one Computer event that die Software is found to be defective in such respect Hardware configuration to anodier unless INCODE, and CUSTOMER notifies INCODE:in writing Nidhin six(6) tnilslers die INCODE Software. months after its receipt of die SohNare of any non-confbimity B. CUSTOMER agrees that if CUS'TOME R modifies die of die Software «ith such specifications, INCODE's sole INCODE Solih4are,INCODE%hill not be responsible for obligation under this Narranty is to remedy such defcc•INidiin a providing support and/or new Software releases or reasonable time,which shall in no event exceed ni►hety (90) upgrades, days, unless odienvise expressly agreed to by CUSTOMER. C. CUSTOMER shall not use die INCODE Software in THE FOREGOING WARRANTY IS EXCLUSIVE AND service bureau or time sharing without die express written IS MADE.IN LIEU OF ALL OTHER WARRANTIES OR consent of INCODE and payment of additional fees REPRESENTATIONS, WHFTHER EXPRLSS OR determined by INCODE:. IMPLrED, IN FACT OR IN IAW, INCLUDING THE D. CUSTOMEM shall not use die INCODE Software to IMPLIED WARRANTIES OF MERCHANTABILITY perform services fin•any other entity or person acquired AND ETTNESS FOR A PAR'1'ICUL AR PURPOSE. dhrough expansion or merger, if dhc acquired entity or INCODE: SHALI. NOT BE: LIABLE FOR SPECIAL, person creates a substantial increase in die usage of INCIDENTAL, I-AEMPIARY, INDIRECT' OR. INCODE sofavarc,%widhout die express written consent of CONSEQUF,NTTAL•DAMAGES OR FOR LOSS OF INCODE:and payment of additional fees determined by PROFITS, REVENUES, OR DATA, EVEN IF INCODE; INCODE. INCODE specifically permit-,CUSTOME11 to HAS BEEN ADVISED OF THE POSSIBILTI'Y OF SUCH use die INCODE:Soltiare for•the Metroport'feen Covet DAMAGES. E. CUSTOMER agrees (hat INCODE may enter HOLD HARMLESS. CUSTOMER agrees that it v+rill hold C1 JSTOMER's business prehnises(luring regular business INCODE harmless against any claims, damages, liabilities, hours to determine CUSTOMER's compliance Nrith this costs and expenses, arising out of or relating to (i) Section. CI TSTOMER's failure to implement any corrections, SOFTWARE MAINTENANCE. '11 is License Agreement improvement-,and new releases relating to die Software,or any entides die CUSTOMER to six mondis free INCODE part thereof,GO C11S'TOMER's unauthorized alterations to or software maintenance and support beginning%vidh die Sofb%arc use of the Soltnare,or(iii)CUSTOMER's breach orally of its Installation Date. At die cud of this period an INCODE obligations to maintain die confidentiality of die Software or So[ti are Maintenance Agreement may be purclhased by die CUSTOMER's unauthorized copying thereof. In die event CUSTOMER. The INCODE Soltvvare Maintenance legal action is brought by one party against die other to enforce Agreement includes unlimited telephone support,Support by any of the obligations hereunder or arising out orally dispute communirhtion modem, and all soft%%are upgrades, concerning die terms and conditions of this Agreement,each enhancements and new releases. '11his License Agreement party shall be responsible for its own lees,costs,and expenses. �.. provides no Soli%%are maintenance beyond six months from GENERAL. die Solimuc Installation Date. INCODE slhall provide A. '11is Agreement shall be governed by die laws of die Slate. extended soft%vare maintenance only if INCODE and of Texas au►d constitutes die entire agreement between die CUSTOMER have so agreed in writing. parties hereto%%rich respect to die Software described herein, PROPRIETARY INFORMATION. and shall supersede all previous or contemporaneous A. Distribution of INCODF,Solimare. CUSTOMER may negotiations, commitments and writings Nridh respect to die not sell, assign, tr•ausfcr, disclose, or other%v ise make matters set fords herein. available, cidher directly or indirectly, any object code, B. All acceptances by INCODE of purchase orders documentation or other material relating to die Software, and all sales by INCODL•' arc expressly limited to in whole or in part,or any copy of die same in any form,to and made on die basis of the terms and conditions any oilier person or entity. set forth herein, nouvithstanding receipt or B. Softyv tre as'Trade Secret. CUSTOMER shall maintain acknowledgment of CUSTOMER's order forms or die confidentiality of tie Software and unless specifically specifications containing additional or different authorized by INCODE or except for ordinary and provisions,or conflicting oral representations by all necessary backup purposes,CUSTOMER may not agent,representative or employee of INCODE. make or have made any copies of die Software or any INDEPENDENT CONTRACTOR. INCODE is an part thereol. CUSTOMER shall include INCODE's independent contractor. The personnel of one party shall not proprietary notice or ohher legend oil any copies made in any Nay be considered agents or employees of die other. by CUSTOMER as permitted hereunder. To die extent provided for by law, each party shall be WARRANTY; DISCI.AIMF,R, r,iMITA'TION ON responsible for the acts of its onm employees. Each party shall IdABILI'lY. INCODE warrants that.the INCODE;Software be responsible for Workers' Compensation coverage for its Krill conform to documentation delivered by INCODE to own personnel. CUSTOMER pursuant to this Agreement,including Exhibit NOTICES. "A" for six (6) months following installation; provided. A. Notices to CUSTOMER slhall be deemed effective however,that INCODEs warranty%hereunder shall not cover when sent by Registered or Certified IJ.S.Mail to: or apply to any soltvvare,or part thereof,dhat is not developed Municipal Court Administrator or designed by INCODF,. 'nic"In Vision Municipal Court CYIN OF SOI"t'H AU, CWY DOCUMENTS\MARKEi'ING\SOUTHLAKE\FINAL IANGUAGEIINCODE.SOFTWARE LICENSE.WD.DOC Page 2 Exhibit #C SOFTWARE LICENSE SALES AGREEMENT TERMS AND CONDITIONS 1725 E. 1709 Soutldake,Texas 76092 B. Notices to INCODE shall be deemed effective tvlten sent by Registered or Certified U.S.Mail to: INCODE P.O.Box 61549 1501 W.Loop 289 Lubbock,Texas 7941.1 PXrF.NT AND '111ADEMARK INDEMNIFICATION. INCODE agrees to indemnify, and hold CUSTOMER harmless from and against any and all judgments,suits,costs, and expenses subject to the limits set firth in this Agreement resulting from :ury alleged iufiingement of any patent or copyright arising from die licensing of the Software pursuant to this Agreement, provided that CUSTOMER has notified INCODE in writing of such allegation within 60 clays of die (late upc»i which CUSTOMER first receives notice thereof. CONFIDENTIAL INFORMA711ON. Suhiect to the requirements of de Freedom of Information Act wid the Public Information Act,and any od►er comparable applicable law,each party shall hold all confidential infomation in trust and confidence for die party claiming confidentiality and not use such confidential information other than for die bencfitof the patty claiming confidentiality. Each party agrees not to disclose any such confidential information,by publication or otherwise, to any other person or organization. For the purposes of des Agreement,"confidential information"shall mean information disclosed or obtained by one party in connection with and clueing de term of this Agreement,wit desitnrated as "confidential" by the party claiming confidentiality at the time of disclosure. Confidential information does not include any information` that was previously known to the other party without obligation of `. conlidcuce, is publicly disclosed to cidier party prior or subsequent to the party's receipt of such information, or is rightfully received by cithcr party from a third party without obligation of confidence. C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGMINCODE.SOFTWARE LICENSE.WD.DOC Page 3 Exhibit #C THIRD PARTY APPLICATION SOFTWARE SALES AGREEMENT Customer Name Salesman City of Southlake LM/JD Street Address P.O.Box 667 N. Carroll Avenue City State Zip Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs,Inc.,hereinafter referred to as INCODE, located at 4501 W.Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, 12000. Pursuant to the terms and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from INCODE. DESCRIPTION QUANTITY PRICE Acu Corp Run Time (Windows) (# of Users) 10 500.00 AcuCorp Run Time Description The ACUCOBOL compiler used by INCODE produces a program that can be run on many different types of machines. The AcuCorp runtime is necessary to run programs produced by the ACUCOBOL compiler. Programs compiled with the ACUCOBOL compiler are machine transportable. The runtime accommodates for the differences between machines. THE THIRD PARTY SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 500.00 ------------------------------------ SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: TOTAL 500.00 THE CITY OF SOUTHLAKE INTERACTIVE cqTUTER DESIG DATE DUE Customer Name By: Signature ignatur Con er Title Title 11/1/00 Date Issue Date hwswa032594 Exhibit #C THIRD PARTY APPLICATION SOFTWARE AGREEMENT TERMS AND CONDITIONS - 1 ated. CUSTOMER sliall pay INCODE for all IN CONSIDERATION OF die terms and conditions of die services properly performed through termination. Agreement and odner good and A-duable consideration, die Nomidistanding die foregoing,all provisions relating receipt and sullicicucy of which is l►creby acknowledged,die to confidentiality shall survive the termination of this parties hereto agree as follows: Agreement THIRD PAIYI'Y APPIICATION SOFTWARE PRICE. For die right to use (lie Tliird Party Application PURCHASE,. INCODF, agrees to sell and CUSTOMER Software, CUSTOMER agrees to pay die total amount agrees to buy Uie'11 ird Party Application Software specified in specified in Uiis Agreement Uiis Agreement INCODF warrrntc dial CUSTOMER will PAYMENT. CUSTOMER agrees to pay for the'llurd Party have all ribipts and licenses to use die Acu Corp Run Time Application So[trtiare in accordance Midi die Hollowing terms: (Windows) Tliird Party Application Software, and dial said A. Upon execution of this agrecmet, an invoice for software will integrate Midi and enable die InVision Municipal twenty-five percent of die total amount specified in Court Soltivare purchased pursuant to die Software Incense dus Agreement%till be issued and payment is clue Sales Agreement to perform as iiarantic(l. Except as provided and payable after die C1 JSTOMER widiin 30 clays herein, :ill oilier rights to use die 'Third Party Application al'tcr receipt Sof'bvare are based on die terms and conditions of die license B. Within 30 clays alter die date die Tliird Party from die publisher of die'1liird Party Application Softiare to Software is delivered to die CUSTOMERT and the CUSTOMER. CUSTOMER agrees lobe subject to aril is installed,and CUSTOMER has approved drc'I1rii-d Bound by all of die teens and conditions or die license Party Solhiare, which approval shall not be ltw.u•c. E.XCEPh' AS unreasonably ividiltcld, tic balance of die total agreement relating to such so PROVIDED HEREIN,ALI.WARRANTIES RELATING amount specified in Uris Agreement shall be due and TO'ITIE THIRD PARTY APPLICATION SOFTWARE payable. ARI: PROVIDED DIRECTLY 1ROM LICENSOR OF C. All purchases or die rights to use die Tliird Party THE SOFTWARE UNDER THE 'PERMS AND Application Softivarc following installation arc rc final. CONDITIONS OF THE LIMIITD WARRANTY Returns or unopened, uninstaaled niird Party GRANTED 'THEREBY, AND, INCODE DISCLAIMS Application Software must be made %vidrin thirty RESPONSIBILITY FOR ANY AND ALL WARRAN7111S (30)clays from die(late of diis Agreement WHF'1'HF.R EXPRESS OR IMPLIED RELATING TO SOFTWARE SUPPORT. Support for 'Third Party THE THIRD PARTY APPLICATION SOFTWARE, Application Solln-ire is not provided by INCODE unless INCLUDING BITE NOT I.IMI'I7:D TO ALI, odierviisc specified in Uiis AtncemciiL INCODE's WARRANTUIS OF MERCHANTABILITY AND responsibility is limited to delivering and installing die Third FITNESS FOR A PARTICULAR PURPOSE. Party Application Software. TERM AND'TF,RMINATION. LIMITATION OF LIABILITY. A. This Agreement sliadl take effect on die Ellec•tive A. INCODF,shall.not be liable firr failure to provide, Date noted on die first page,and shall continue until or delays in providing, any services under this INCODF completes and CUSTOMER accepts die Agreement if clue to any cause beyond INCODE's installation of Uie Third Party Application Software, reasonable control. or until INCODE has completed :ill terms and B. Subject only to die wananty provided herein, provisions under this Agreement,whichever is later. CUSTOMER expressly assumes all oilier B. T1iis Agreement shall be subject to termination by responsibility for die selection acid use or Uie Third tidier party upon 90 clays written notice to die oilier Party Application Software. party. Upon expiration of 90 days after INCODE's C. INCODE SHALL NOT BE LIABII:FOR ANY receipt of such notice of termination from INCIDENTAL, SPECIAL OR CUSTOMF11, INCODE shall cease performing CONSEQUENTIAL DAMAGES OF ANY services and using confidential information NATURE WHA-rsouni,INCLUDING,BUT furnished by CUSTOMER, and INCODE shall NOT LIMITED TO,LOSS OF ANTICIPATED promptly return to CUSTOMER all documentation PROFITS,OR OTHER ECONOMIC LOSS IN and confidential information furnished by CONNECTION WITH,OR ARISING OLJT OF CUSTOMER and all copies thereof. Upon 90 clays ANY SOFT WARE OR SERVICES PROVIDED alter CUSTOMER's receipt of such notice of IN THIS AGREEMENT. INCODE SHALL termination from INCODE, CUSTOMER shall NOT BE LIABLE,' FOR DAMAGES AS return to INCODE all property of INCODE die❑ INDICATED ABOVE,EVEN IF INCODE HAS in its possession and all copies diereof wherever BEEN ADVISED OF THE POSSIBILITY OF C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.3RD PARTY SOFTWARE APPLICATION.WD.DOCIJ 1 Exhibit #C THIRD PARTY APPLICATION SOFTWARE AGREEMENT TERMS AND CONDITIONS SUCH DAMAGIS. purposes of this Agreement,"conlicdcutial information"shall GENERAL.. meal information disclosed or obtained by one party in A. 'this Agreement shall be govenled by the laces ol'the connection pith and clueing die term of this Agreement,and State of'I'exas and constitutes the entire agreement designated as "confidential" by die party claiming between the parties hereto ccitll respect to dne'l'lrir(1 confidentiality at the time of disclosure. COtlh(icilhal Party Application Software described herein, and information does not include any information that was shall supersede all previous or conU:mporancous previously known to the other party %ithout obligation ol' negotiations,commitments and writings pith respect confidence, is publicly disclosed to either party prior or to the matters set forth herein. subsequent to the party's receipt of such iii1brmation, or is B._ All acceptances by INCODE of purchase orders rightfully received by either party from a third party without and all sales by INCODE are expressly limited to obligation of confidence. and made on the basis of dre terms and conditions set firth herein, notmithstauling receipt or acknowledgment of CUST`OMLR's order lorms or specifications containing additional or dilleecut provisions,or conflicting oral representations by an agent,representative or employee of INCODE. INDEPENDENT CONTRACTOR. INCODE is an independent contractor. The personnel ol'orc party shall not in any%vay be considered affronts or employees of the other. To die extent provided for by law, each party shall be responsible for die acts of its own employees. 1,.ac•h party shall be responsible for Workers' Compensation coverage for its occur personnel. NOTICES. A. Notices to CUS'I'OMER shall be cdecmcd effective when scat by Registered or Certified U.S.Mail to: Municipal Court Administrator Crrr OF SOtrt•t a.nxe 1725 E. 1709 Soutlrlake,'Texas 76092 13. Notices to INCODE shall be deemed clIec•tivc when scat by Registered or Certified IJ.S.Mail to: INCODE P.O.Box 6,049 9501 W.Loop 289 Lubbock,'Texas 79414 PA'rENT AND TRADEMARK INDEMNIh'ICA'1TON. INCODE agrees to indemnify and hold CUS'1'OM1 i harmless from and against any and all judgments,suits,costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged iufringcmeut of any patent or copyright arising from the licensing of the Sollm-w c pu suant to this Agreement, provided drat CUSTOMER has notified INCODE in writing of such allegation within 60 clays of the (late upon which CUSTOMER first receives notice thereof. CONFIDENTIAL INFORMATION. Subject to the requirements of the Freedom of Information Act and flee Public hnformation Act,and any other compatible applicable law,each party shall hold all confidential information in trust and confidence for die party claiming confidentiality and not use such c•onfickii6al information other than for the bcuclit of the party claiming confidentiality; Each pity agrees not to disclose any such confidential information,by publication or othencise, to aly other person or organization. For the . C:WIY DOCUMENTSWIARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.3RD PARTY SOFTWARE APPLICATION.WD.DOCID 2 Exhibit #C SOFTWARE CONVERSION AGREEMENT Customer Name Salesman City of Southlake LM/JD Street Address P.O. Box 667 N. Carroll Avenue City State Zip Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs,Inc.,hereinafter referred to as INCODE, located at 4501 W.Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, 2000. Pursuant to the terms and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from INCODE. DESCRIPTION QUANTITY PRICE Municipal Court Ticket Master File 1 2,500.00 Warrant Master File 1 625.00 Docket Master File 1 625.00 Estimated On-Site Assistance Fees 16 Hours 1,500.00 Estimated On-Site Travel Expenses 1 557.00 INCODE Municipal Court Conversion Description The City will send a current backup of the data. An INCODE representative will spend most of the next week on-site. During this time the conversion program will be run and a live process will be done on the Court system. The City's staff will be required to help in validating totals on reports from the Court System to check the accuracy of the conversion. If the conversion is sucessful most often the City will then go"live"on on INCODE software. Please Note: Please verify the files to be converted by INCODE. If all the files you have requested to be converted are not included in this agreement,then please notify INCODE immediately. THE CONVERSION SERVICES TO BE PROVIDED HEREIN ARE SUBTOTAL 5,807.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. -..__—.-�------- ._.---------------- ACCEPTED BY: ACCEPTED BY: TOTAL 5,807.00 THE CITY OF SOUTHLARE INTERACTIVE CO R DESIGNS, DATE DUE Customer Name By: B . Signature Signature Cont er Title Title 11/1/00 Date Issue Date hwswa032594 Exhibit #C SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS IN CONSIDLIZATTON OF good and valuable consideration, 10%processing fee on lie total travel expenses;and all other the receipt and sufficiency ol'wl►ic•h is hereby acknowledged, travel related expenses that CUSTOMLR deems reasonable. the parties hereto agree as follows: INCODE may incur travel expenses in excess of 5 557.00 only CONVERSION SERVICES. INCODE agrees to provide if, CLJS'POMER specifically requests in waiting on-site tare conversion services described on de first page of this assistance requiring navel expenses before INCODL incurs Agreement(the'Servicesl,and CUSTOMER agrees to pay lire lavel expenses. the amounts set.firth herein for the Services. PAYMENT. CUSTOMER agrees to pay liar the Services in TERM AND'ITMMINATION. accordance with the following: A. '11iis Agreement shall take effect on the E1ketive A. Upon execution of this Agreement,CUSTOMER Date noted on the first page,and shall continue until will be invoiced and agrees to pay twenty-live INCODE completes and C1STOMER accepts tie percent(2.5%) of the total amount.specified in this conversion of the'Picket Master li`ile,tie Warrant Agreement within 30 days after receipt of Invoice Master File, and lie Docket.Master File, or until B. Within 30 clays after CUSTOMER's approval, INCODE:has completed all terms and provisions which shall not be unreasonably %iilahcld, of the under this Agreement,whichever is later. conversion of data for each application listed in this B. This Agreement shall be subject to termination by Agreement,CUSTOMER agrees to pay die balance either party upon 90 clays written notice to die other of the total amount specified in this Agreement lit panty. Upon expiration of 90 clays alter INCODE's such conversion. receipt of such notice of termination from CUSTOMER'S OBLIGATIONS. As a condition to CUSTOMER, INCODL shall cease performing INCODE's obligations hereunder,C1 JSTOMER agires to the services and using confidential information following: furnished by CUSTOMER, and INCODE shall A. To provide INCODE with sullicicnt file promptly return to CUSTOMER all documentation descriptions and layout information feu the data to and confidential information furnished by be converted for each software application. 'Ile file CUSTOMER and all copigs thereof. I Jpon 90 days layout must be in an ASCII formal and must include after CUSTOMLR's receipt of such t notice of (but not limited to) the Ibllowing. Violator name, termination from INCODE:, CIISTOMF.R shall Violate address,Violator DI„Violator Description return to INCODF,all property of INCODE;lien (if applicable), Citation number, Docket number, in its possession and all copies thereof wherever Oflensc Code,011ense Description,Oflensc type, located. CUSTOMER shall pay INCODE:for all Olfense(late,Offense location,Vehicle description, services properly performed through termination. Vehicle license number,011icer name,Officer ID Notnitistanding the foregoing,all provisions relating number,Fees and Fines paid,Fees and Lines clue, to confidentiality shall survive the termination of thus Status of case, Status dates of case, and Receipt AgreemenL information(ilapplicrable). In addition,INCODE PRICE:. For the purchase of lie Services, CUSTOMBI will need to be provided with a list of oflense codes, agrees to pay the total amount specified on the first page ofthis oflicers (name/id numbers),status descriptions for Agreement for de'Picket Master File, tie Warrant Master rase management, Ices/fine descriptions and File,and tie Docket Master File. CUSTOMER further agrees amounts,judgment axles(if away)and plea codes. to pay the cost of on-silt.assistance fees actually used,at.the B. To provide INCODE: with data in an ASCII file following rates: format with unpacked data fields. '11iis data may be Senior Project Manager $150.00/hour provided on DOS compatible 3.5 inch diskettes or Prgject Manager $106.2.5/hour UNIX compatible 1/4 inch steaming tape,in either Senior Software Specialist b93.75/hour TAR,CPIO,or"SMIT"backup formats. Software Specialist $87.50c7aou r C. To provide INCODE with data that is cu reui as of IN CODE may provide on-site assistance in excess of 16 hours the dates agreed upon in writing between the only if CUSTOMER specifically requests such assistance in CUSTOMER and INCODE. waiting before INCODL performs it, 1). To pay 1'or any charges or fees billed by a third party TRAVEL 1,XPE:NSES. CUSTOMER agrees to pay for the purpose of providing data to INCODE;in INCODE for travel expenses,but.only for such expenses that die required formal set ford i in "CUSTOMER'S CUSTOMER deems reasonable. Travel expenses may OBLIGATIONS"Section B.above. include the actual cost of commercial (not to include L. To promptly review necessary report~ to verify chartered)airfare directly bctveen Lubbock,Tcxas and Dallas accuracy of die conversion. / Fort Worth International Airjrort, Love Field Airport, LEGAL CONSTRUCTION. In case any one or more oftde Alliance Airport,or Meacham Airport;hotel expenses;parking _ provisions contained in this Agreement shall for any reason be expenses;gasoline expenses;a$28 per diem stipend; and a ' held to be invalid,illegal,or urrcarforceable in any respect,such CWY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.CONVERSION.WD.DOC Page 1 Exhibit #C SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS invalidity, illegality, or uncnlorc•eabilky sl►all not affect any AGREEMENT AND ANY IMPLIED other irrovision thereof;and this Agreement shall be construed WARRANTIES OF MERCHANTABILITY Olt as if'such invalid,illegal,or i icnfirrceablc provisions had ucvcr FITNESS FOR A PARTICULAR PURPOSE been containied herein. IMPOSED BY LAW OR WHICH COUI,D BINDING EFFECT. Il►is Atn•ecmcnt shall inure to the OTHERWISE ARISE. IN CONNECTION benefit of and bind lie parties liereto, lieu•successors and WITH INCODE.S PERFORMANCE UNDER assi},nis. CUSTOMER may assign this Agreement in whole or THIS AGREEMENT. in part only wide die Inior written consent of INCODE. E. CUSTOMER AND INCODE ACKNOWII?DGF. INCODE may assign this Agreement upon notice to AND AGREE THAT EXCEPT'AS PROVIDED CUSTOMER. IN SUBSECTIONS "C" AND "D", ABOVE, CUSTOMER DELAYS. If any act of failure to act by the INCODE WILL NOT BE LIABLE FOR ANY CUSTOMER delays INCODI s periirrmaic•e,INCODE sliall SPECIAL, INCIDENTAL, OR be excused from performance fi>r all amount of time CONSEQUENTIAL DAMAGIS,INCLL JDING commensurate with the delay caused by CUSTOMER WITHOUT IdMITATION LOSS OF PROITI:S, CUSTOMER acknowledges that. it% delay may excuse LOSS OF DATA,AND I,OSS OF REVENtJFS, INCODE from performance lbr an amount of time greater EVEN IF INFORMED OF THE POSSIBILITY than lie delay caused by CUSTOMER, but INCODE THEREOF IN ADVANCE. EACEIrr AS warrants that it will perform as soon as possible after such a OTHERWISE PROVIDED HEREIN, THESE delay. Such delays by C1JS'1TOMER that may cause INCODE LIMITATIONS APPLY TO All,CAUSES OF to delay performance include, but are not limited to, the ACTION IN THE AGGREGATE,INCLUDING firllowinti. WITHOiTI' LIMITATION BREACH OF A. Any failure caused by CUSTOMER to supply data CONTRACT, BREACH OF WARRANTY, ill the format specified in "CUSTOMER'S INCODE:S NE,GLIGLNCE, STRICT OBLIGATIONS,"subsections"A"and"B,"and to LLkBILI I'Y, MISREI'RISENTA'TION, AND verily the files to be conyerted by INCODE, as OTHER CAUSIS OF ACl'ION BASED ON specified on the first.pafac of tlhis Agreement SIMILAR I,I;:GAI,THEORIES B. CUSTOMER's failure to provide accurate data for FORCE MAJEURE. INCODE shall not be liable to use by INCODE in any respect on the date Customer for any delay or failure by INCODE to perform its specified in subsection"C"of the section entitled obligations under this Agreementor othcr%iisc if such delay or "CUSTOMER's OBLIGATIONS." failure arises from any cause or causes beyond the reasonable LIMITATION OF LIABILITY. control of INCODE, including, but not limited to, labor A. INCODE shall not lie,liable for failure to provide, disputes,strikes,other labor or industrial disturbances,acts of or delays in providing, Scnices under this God,floods,lightning,shortages of materials,rationing,utility Agreement if due to any cause beyond INCODF,'s or communication failures,ea•tliquakes,casualty,war,acts of treasonable control. public enemy, riots, insurrections, embargoes, blockages, B. CUSTOMER assumes sole responsibility for actions,restrictions,regulations,or orders of anygovcrnment, making complete up-to-elate backups of existing data agency or subdivision thereof. prior to conversion of the data. WAIVE11. Ilie terms,covenants,representations,warranties C. INCODE shall not be liable for inaccurate data in and conditions of this Agreement may be waived only in a INCODE's application software which is the result writtcu agreement signed by the pity waiving compliance of conversion of inaccurate data from the previous therewith. No waiver by any party of any condition, or the system,but shall be liable for all other inaccurate breach of any term, covenant, representation, warranty or data in INCODE's application softrvare, condition set forth herein,whether by conduct or odienvisc,in D. INCODE WARRANTS THAT IT IS CAPABII: any one or more instances,shall be construed as a further or OF CONVERTING CUSTOMER'S continuing ivaivcr of any such condition or breach or a waiver S0ITWARE IN ACCORDANCE WITH THE of any other condition or tic breach of any other ternh, TERMS AND CONDITIONS OF THIS covenant,representation,warranty or condition set forth. AGREEMENT,AND WARRANI'STHATTHE GENERAL. CONVERTED SOFTWARE WILL,PERFORM A. This Agreementshall be governed by the laws of dic AS SPECIFIED IN THE SOFTWARE LICENSE: State of Texas and constitutes tic entire agreement SAI1S AGREEMENT.OTHERWISE,INCODE between the parties hereto with respect to the HIIZEBY DISCLAIMS ALL,WARRANTIES OF Software Conversion Agreement described herein, ANY KIND, INCLUDING, BuT NOT and shall supersede all previous or LIMITED TO,ANY EXPRESS WARRANTIES _ contemporaneous negotiations,commitments and NOT INCORPORATED INTO THIS' writings with respect to die matters set 1•ordi Inerein. C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.CONVERSION.WD.DOC Page 2 Exhibit #C SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS B. All acceptances by INCODE of purchase orders tiglhdully received by either party from a third party widtouL and all sales by INCODE,are expressly limited to obligation of confidence. and made on die basis of die lenms and conditions set forth herein, notwidrstnding receipt or acknowledgment of CI JSTOMER's order forms or specifications containing additional or different prolisions,or conflicting oral representations by au agent,representative or employee of INCODE. INDEPENDENT CON'i'RAC'1'OR. INCODE is an independent contractor. Tlie personnel of one party shall not in any way be considered agents or employees of die other. To die extent provided for by law, each party shall be responsible for die acLs of its own employees. Each party shall be responsible for Workers' Compensation coverage for its own personnel. NOTICES. A. Notices to CUSTOMER shall be deemed effective_ when sent by Registered or Certified U.S.Mail to: Municipal Court Administrator CITY OF Sot rrt u.AKF. 1725 E. 1709 Soudilake,Texas 76092 B. Notices to INCODE shall be deemed effective when sent by Registered or Certified U.S.Mail to: INCODE P.O. Box 64549 4-501 W.Loop 289 �... Lub1mck,'1'exas 79414 PATENT AND TRADEMARK INDFMNIFICA'110N. INCODE at,Tces to indemnify, and hold CUSTOMER harmless from and against any a nd all judgmcnhts,suit~,costs, and expenses subject to dhe limits set forth in this Agreement resulting from any alleged infi►ingement of any patent or copyright arising from die licensing of the Sof't«.0 a pu suarrt to this Agreement, provided that CUSTOMER has notified INCODF,in writing ol'such allegation hvidhin 60 clays of die (late upon which CUSTOMER first receives notice thereof: CONFIDENTIAL INFORMATION. Subject to die requirements of die Freedom of Information Act and die Public I ilbrmation Act,and any other comparable applicable law,each party shall hold all confidential information in trust and confidence for die party claiming confidentiality and not use such confidential information odder dean for die berefitof dhe party claiming confidentiality. Each party agrees not to disclose any such confidential information,by publication or odiernise, to any odder person or organization. For die purposes of dus Agreement,"confidential information"sludl mean information disclosed or obtained by one party in connection with and during the term of this Agreement,and designated as "confidential" by die party claiming confidentiality at die time of disclosure. Confidential information does not include any information drat was previously known to die other jiarty widroul obligation of confidence, is publicly disclosed to either party prior or subsequent to die patty's receipt of such information, or is C:WIY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.CONVERSION.WD.DOC Page 3 Exhibit #C SOFTWARE TRAINING AGREEMENT Customer Name Salesman City of Southlake LM/JD Street Address P.O. Box 667 N. Carroll Avenue City State Zip Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs,Inc.,hereinafter referred to as INCODE, located at 4501 W. Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, 2000. Pursuant to the terms and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from INCODE. DESCRIPTION QUANTITY PRICE ESTIMATED ON-SITE TRAINING EXPRESSED IN HOURS InVision Municipal Court 56 Hours 5,250.00 Estimated On-Site Travel Expenses 1 1,651.00 Additional training may be required for upgrade to In Vision. If so, training and travel expenses will be invoiced as incurred. THE TRAINING SERVICES TO BE PROVIDED HEREIN ARE SUBTOTAL 6,901.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: TOTAL 6,901.00 THE CITY OF SOUTF LPM INTERACTIVE COM R DESIG ,INC. DATE DUE Customer Name By By: Signature ignature Cont r Title Title 11/1/00 .. Date Issue Date hwswa032594 Exhibit #C SOFTWARE TRAINING AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF die terms and conditions of tlic Agreement and other good and valuable consideration, the C. CUSTOMER agrees to pay all expenses related to receipt and sufficiency of%,lhich is hereby acknowledged,die transportation ol•CUSTOMER's employees. parties hereto agree as follows: TRAINING ENVIRONMENT. If training is being INCODE'l"RAINING. INCODE agrees to provide on-site conducted at die CUSTOMER'S site, die CI JSTOMF.R is wining for use of tic IuVision Municipal Court Solin-Are and responsible for proiicding a produc•live enrironment to conduct die Acu Corp Run Time(Windows)Third Party Application training. INCODE is not responsible for its inability to Solis+are, as well as to install and configure die Soft%arc to conduct training or for• inadequate training :rising clue to existing Ct JSTOMER liarch<<ire. CUSTOMER agrees to pay inten•uptions and/or unavailability ol•CI JSTOMER pcisoiniel die cost of on-site assistance lees actually used at die follo%ing to be trained. Time spent on-site by INCODF,that results in rates: non-productive training time beyond INCODE's control%ill Senior Project Manager 'SI50.00/liour• be billed as training time. INCODE%ill make reasonable Project Manager S106.95/hour efforts to schedule training on dates requested by die Senior So[lwarc Specialist 393.75/hour CUSTOMER. Trainers hai11 be on-site approximately noon Software Specialist $87.50/hour Monday through noon Friday. This allows appropriate travel If CUSTOMER specifically rcquesLi training in excess of 5fh tine to and from die CUSTOMER's site. hours, in writing, INCODE, shall provide such additional TRAVEL EXPENSES. CUSTOMER agrees to pay raining at die rates listed in this Agreement. INCODE for travel expenses,but only for such expenses that TERM AND TF.RMINNI'ION. CUSTOMER deems reasonable. 'Travel expenses may A. This Agreement shall take effect on the Effective include die actual cost of commercial (not to include Date noted on die first page,and shall continue until chartered)airlkre directly between Lublxx•k,"Texas and Dallas INCODE completes die necessary training for the / Fort Wordi International Airport, Love Field Airport, In Vision Municipal Court Software, or until Alliance Airport,or Meacham Airport;hotel expenses;parking INCODE has completed all tams and provisions expenses;gasoline expenses;a$28 per diem stipend;a IQ% under diis Agreement,whichever is later. processing lee on the total travel expenses;and all other travel B. "11nis Agreement shall be subject to termination by related expenses that CUSTOMER deems reasonable. eidier party upon 90 clays written notice to die odier INCODE may incur ravel expenses in excess of S f,651.00 party. IJpon expiration of 90 clays after INCODE's only if CUSTOMER specifically requests in writing on-site receipt of such notice of termination from assistance requiring travel expenses before INCODE incurs CUSTOMER, INCODE slhall cease perlorming die travel expenses. services and using confidential information PREREQUISPTES. Tlie CUSTOMER agrees dint die fmvished by CUSTOMER, and INCODE shall Training quoted in INCODF s bid/proposal does not include promptly return to CUSTOMER all documentation training die CUSTOMER'S personnel in dicir job skills. and confidential information furnished by INCODE's training is intended to proiide instruction on die CUSTOMER and all copies thereof. IJpon 90 clays basic skills required to operate INCODE's application after CUSTOMER's receipt of such notice of software. termination from INCODE, CUSTOMER shall A. Tlie CUSTOMER represeiiLs that the personnel promptly return to INCODE all property of that will receive training arc competent and possess INCODE then in its possession and all copies die necessary skills required to execute die thcrcol'wherever located. CUSTOMER shall pay responsibilities of their position, and understands INCODE for all services properly performed that more dhan die estimated 56 hours of training througli termination. Nomidnstanding die foregoing, may be required if personnel do not meet this all provisions relating to confidentiality shall survive standard. die termination of dhis AgicemciiL B. INCODE WARRANTS THAT I"I'WILLTRAIN PRICE. Ct JSTOMI:R agrees to pay INCODE for die actual CUSTOMER IN ACCORDANCE WITH THE amount of training provided. 'llnis Agreement reflects die TERMS AND CONllfI IONS OF THIS estimated cost for die training proposed to be furnished by AGREEMENT. OTHERWISE, INCODI: INCODE. HEREBY DISCLAIMS AI.L WARRANI'IIS OF 1+TES AND PAYMENT. CUSTOMER agrees to pay 1•or ANY KIND, INCLUDING, BLJT NOT INCODE training in accordance%idi die following: IIMITED TO,.ANY EXPRISS WARRANTIES A. CUSTOMF11 is not charged for travel time to and NOT INCORPORATED INTO THIS from die CUSTOMERS site. Only time spent on- AGREEMENT AND ANY IMPLIED site is billed as training time;excluding those cases in WARRANTIES OF MERCHANTABII1TY OR which die CUSTOMER requires in writing dhat FITNESS FOR A PARTICULAR PURPOSE INCODE trainer(s)navel on die weekend,in which IMPOSED BY LAW OR WHICH COULD rase CUSTOMER Mill be billed for travel expenses OTHERWISE ARISE IN CONNECTION and fbr weekend travel time at a rate of•5500 per WITH INCODE'S PERFORMANCE UNDER weekend clay. THIS AGREEMENT. B. If training fees and/or travel expenses are fnanccd C. EXCEPT AS OTHERWISE PROVIDED by die CUSTOMER and INCODE is paid in HEREIN,TH1,.SE IIMITATIONS APPLY TO achance for training,INCODI.%ill provide invoiccs ALL CAIISUS OF ACTION IN THE to die CUSTOMER as training fees and travel ' AGGREGATE, INCLUDING WI'THOUF expenses arc incurred, sho%ing a credit on die IIMITATION BREACH OF CONTRACT, invoice until such time die credit becomes BREACH OF WARRANTY, INCODE:S �... exhausted. Any charges for training over and above NEGLIGENCE, S171ICT LIABILITY, die amount paid in achance will be billed to die MISREPRESI:NI'A"PION, AND OTHER CUSTOMER and%ill be clue and payable%idiin 30 CAUSES OF ACTION BASED ON SIMILAR clays after receipt of invoice. LEGAL"THEORIES. C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.TRAIN ING.M.DOC Exhib 0 ekC SOFTWARE TRAINING AGREEMENT TERMS AND CONDITIONS FORCE. MAJEURE. INCODE shall not be liable to Public Information Act,and any other comparable applicable Customer lir•any delay or failure by INCODE:to perlbrm its law,each party shall hold all confidential information in trust obligations under Uiis Agrecmeul or oUien+ise if such delay or and confidence for die party claiming confidentiality and not failure:rises from any cause or causes beyond die reasonable use such confidential iulonnation other than fin•tic benefit of contr•oh of INCODE:, including, but not limited to, labor the party claiming confidentiality. 1:ach party agrees not to disputes,spikes,otter labor or industrial disturbances,acts of disclose any such confidential information,by publication or God,floods,lightning,shortages ofmate►ials,rationing,utility oticntise, to any oilier person or organization. For tie or communication Gulures,earthquakes,casualty,i+ar,acts of purposes of this Agreement,"confidential information" shall public enemy, riots, insurrections, embargoes, blockages, mean information disclosed or obtained by one party in actions,restrictions,regulations,or orders of any government, connection ttith and during die term of this Agreement,and agency or subdivision thereor. designated as "confidential" by the party claiming WAIVER. Tlne terms,covenants,representations,ttarra nties confidentiality at die time of disclosure. Confidential and conditions of this Agreement may be++awed only in a information does not include any information that was written agreement signed by die party waiving compliance previously luhotvn to the otter party t+itiout obligation of tneret+iti. No iw&er by any party of any condition, or die confidence, is publicly disclosed to either party prior or breach of any term, covcnaut, representation, ++ananty or subsequcui to tie party's receipt of such information,or is condition set forth herein,wlhctlter by conductor odicnvisc,in right.ully received by either party f►•om a third party ttidiout any one or more instances,shall the construed is a further or obligation of confidence. continuing t+aiver of any such condition or breach or a t+aiver of any other condition or tic breach of any other term, covenant,representation,warranty or condition set forth. GENERAL. A. This Agreement shall be governed by tie laws of tic State of'd'exas and constitutes die entire agreement between tic parties hereto with respect to tie sc►•+ices described herein, and shall supersede all prctious or contemporaneous negotiations, commitments and writings t+ith respec•L to tie matters set liirth herein. B. All acceptances by INCODE of purchase orders and all sales by INCODE are expressly limited to and made on die basis of the terms and conditions set firth herein, uott+ridistanding receipt or acknowledgmient of CUSTOMEIt's order forms or `.. specifications containing additional or dillcreut provisions,or conflicting oral representations by all agent,representative or employee of INCODE. INDE:PINDENT CONTRACTOR. INCODE is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To tie extent provided for by law, each party slhall be responsible for die act~of its own employees. Each party sl►all be responsible for Workers' Compensation coverage for it% onzh personnel. NOTICES. A. Notices to CUSTOMER shall be deemed effective when sent by Rehristcred or Certified U.S.Maul to: Municipal Court Admuiistiator CITY OF SOLrn l[AKE 1725 E. 1709 Soudilake,Tcxas 76092 B. Notices to INCODE shall be deemed effective when sent by Registered or Certified U.S.Mail to: INCODE P.O.Box 64549 4501 W.Loop 289 Lubbock,Texas 79414 PATENT AND TRADEMARK INDEMNIFICATION. INCODE agrees to indemnify and hold CUSTOMER harmless from and against any and all judgments,suits,costs, and expenses subject to tic limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising f i•orn die lice►isirhg of tic Solt+vare ptusuant to this Agreement, protddcd that CUSTOMER has notified INCODE in uniting of*such allegation i6thin 60 clays of the (late upon which CIJSTOMER first receives notice t ereoL CONFIDENTIAL INFORMATION. Subject to die requiremcrhLs of tic Freedom of Information Act and the Q\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.TRAINING.WD.DOC EXhlUP120C ANNUAL SOFTWARE MAINTENANCE AGREEMENT Customer Name Salesman City of Southlake LM/JD Street Address P.O. Box 667 N. Carroll Avenue City State Z i p Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs, Inc.,hereinafter referred to as INCODE, located at 4501 W. Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, .2000. Pursuant to the terms and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from INCODE. DESCRIPTION QUANTITY PRICE InVision Municipal Court 1 5,625.00 Acu Corp Run Time (Windows) THE MAINTENANCE SERVICES TO BE PROVIDED HEREIN ARE SUBTOTAL 5,625.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 5,625.00 THE CITY OF SOUTHLAKE INTERACTIVE CO =R DESI S,INC. DATE DUE Customer Name By: Signature .ignatu Co ler Title Tit 11/1/00 • . • • ' ' - . Date Issue Date hwswa032594 Exhibit #C ANNUAL SOFTWARE MAINTENANCE AGREEMENT TERMS ANI) CONDITIONS IN CONSIDERATION OF the terns and conditions of the INCODE, INCODE shall at its sole discretion Agreement and other good and valuable consideration, die distribute die Enhancements to CUSTOMER. parties hereto agree as follows: C. INCODE%%anants that CUSTOMFR's INCODE SON!'WARE SUPPORT. INCODE sliall provde Software and Acu Corp Run 'Time (Windows) CUSTOMER with software support for die Iuvision Municipal Soft%are%Sill continue to function as warranted by Court Sofhaare("INCODE Sol't%%arc")axl the AcuCorp Run INCODE aftcr the ENHANCEMENTS arc made. 'lime (Windows) 'Bird Party Application Sof iva•c UPDATIS. An update is defined as a cliwge made in the (collectively,"Software")odnen%ise specified on the first page INCODE Software which is required in order for the solh%ac of this Agreement-CUSTOMER will be required to maintain to function according to INCODI:s soflmarc specifications. e-mail and Internet access, in order to receive INCODE Updates of rite INCODE Software arc pro%ided to software and'Third Party Application Sollware support and CUSTOMER as part of dnc maintenance senic•es provided by upgrades for any InVision application. this Agreement Updates would include, but arc not ERROR CORRECTION. An error correction is dcrined as a necessarily limited to the tih(lo%%ing: change made to die Software so that the Software functions in A. Installation of an Error Correction. accordance widi its specifications. As part of the maintenance B. Any change in die INCODF.Soimat c drat sloes not services provided herein, INCODE shall provide error add a function. corrections in accordance wide die lollo%ivrg: C. A change made necessary because of legslative A. INCODE shall provide systems analysis and changes to CUSTOMER's State statutes or by programming services widniu a reasonable time after procedural changes directed by Slate agencies]raving waitten request by CUSTOMER,which shall in no control over CUSTOMER'S operations. event exceed thirty (30) clays unless odhenise (1) CUSTOMER will provide INCODE expressly agreed to by CUSTOMER, to correct wide die necessary inibimation required documented en-ors dial are caused by a defect in an in order to make die changes unaltered version of die INCODE Solh%are. necessitated. B. If die CUSTOMER notifies INCODE dnatan cnor (2) It is die CUSTOMER's responsibility to exists and INCODEs inve}tigation reveals that die notify INCODE of such legislative error is due to some cause odder dean a malfunction changes. of* die Software, or oilier error or omission for (3) CUSTOMER ac•lunowledges that if such which INCODE is responsible under die terms of' chaunges would in INCODI"s sole this Ageement or die Software Incense Sales determination require a major rewrite of' Agreement,Thiel Party Application Sof wire Sales the INCODE Sof fare, or if such Agreement lot•Acu Corp Run Time(Windows),or changes arc not requited by any other Soft%,irc Conversion Agreement between INCODE CUSTOMERS in that state, CUSTOMER and INCODE, lien die INCODE, at its sole discretion, would CUSTOMER agrees to compensate INCODE for not be required to make such changes. its ellorts at INCODEs then standard rates. (4) CUSTOMER acknowledges dial Examples of causes of*these type errors include but INCODE%%ill have a reasonable amount are not limited to,errors caused by CUSTOMER's of' time, not to exceed 90 clays unless personnel, • erroneous elates, and hardware odier%ise expressly agreed to by malfunnctions. CUSTOMER,to make any such changes ENHANCEMENTS. INCODE shall at its sole discretion to die INCODE Software. make Enhancements to die INCODE Software. INCODE NEW RELEASES. INCODE shall provide CUSTOMER shall provide CUSTOMER these Enhancements as and when with all new releases of die INCODE scifh%are applications. A dncy arc made generally available. An Enliancementas used in New Release is defined as a major rewrite of an INCODE dais Agreement is defined as an improvement to die Soltwarc, Soll%tare application and which replaces die old release. such as but not limited to adding a report,addinga function,or A. CUSTOMER acknowledges drat die New Release a new program. may not be compatible wide CUSTOMER's A. CUSTOMER ac•kuowleclges that the Eriliancements particular liard are configuration or operating may not be compatible wide CUS'TOMEM's system. CUSTOMER ackrhowiedges diataciclidonal particular hardware configuration or operating hardware and software may be required at die system. CUSTOMER acknowledges drat aciclitionnal CUSTOMER's expense in order to utilize die New hardware and sofhva•e may be required at die Release, INCODE man-ants that CUSTOMER's CUSTOMER's expense in order to utilize die INCODE Software aul Acu Ccnp Run 'Time Enhancements. I (Windows) Solh%are will continue to function is B. If die vendor of Sublicensed Solhiare distributes %%an;nted by INCODE alter die New Releases arc sofh%are Enhanc•emenLs %%idnout charge to installed. C:WIY DOCUMENTSWIARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.SOFTWARE MAINTENANCE.WD.DOC Page 1 Ift- Exhibit #C ANNUAL SOFTWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS B. CUSTOMER acknowledges that INCODE shall be by all olficer or INCODE and shall havc a tern beginning given a reasonable amount of time to install such upon the rirsl of the month six months alter die insudlation of New Releases alter die (late the New Release die INCODE Software and ending upon die last clay or die becomes generally available to INCODE's monhh one year followwing that date. customers. A. This Agreement will automatically renew for 11,LEPHONE SUPPORT. INCODF. shall provide subsequent one year terms unless tither patty gives CUSTOMER telephone support for answering questions the other party at least thirty clays prior written notice concerning use of INCODE Software. This service shall be of its intent not to renew. Fees liter subscqucilL years provided between the hours of 8:00 a.m. and 5:00 p.m., arc subject to change. Ccnhal'Time,Monday through Friday,excluding holidays. B. If CUSTOMER lhas not elected to participate in die ON-LINE SUPPORT. INCODE shall provide INCODE Software Maintenance Aln•eement, or CUSTOMER with on-line support through die use of (leer~ not to renew die Agreement, tic communications modem and software. On-line support shall CUSTOMER shall acquire Software matintenauu•e in include die follo%ing services: accordance to dhc Section enticed"Sf 1PPORT FOR A. INCODF, may provide software Updates and CUSTOMERS NOT PARTICIPATING". Enhancements cidher by means of on-line support SUPPORT FOR CUSTOMERS NOT PARTICIPATING. or oil diskette. The Soft%arc License Sales Agreement includes six mondhs B. INCODP:is responsible 1•or all on-line support long lice maintenance. If CUSTOMER elects not to participate in distance charges oritivated from INCODEs offices die INCODE Softiarc Maintenance Agreement iuc ur ed while providing Ulxlates and Fithaucemcuts. CUSTOMER shall receive support on a Time and Materials C. CUSTOMER shall provide telephone lines, basis Following six mondis after die INCODE Sorb+are is communications software specified by INCODE installed in accordance with the followving terms: and all equipment necessary to use INCODE's on- A. Support telephone and modem calls and related line support. work and/or expenses will be billed at INCODE's SOFTWARE COVERED. This Agreement applies to all then current hourly rate %idh a fifteen minute licensed Software listed on this Agreement. If CUSTOMER minimum. acgtpres additional INCODE So[t%arc in die future, such B. IJpdates,Enhancements and New Releases shall be softmarc sliadl be subject to this Agreement. The,tdditional ):provided to CUSTOMER at CUSTOMER's INCODE Software shall le subject to die annual mltintenance request. `1'lic'lee ror said Updates,E ilhanccmenis fees already tieing charged to CUSTOMER. The Software and New Releases shall be determined solely by Maintenance Agreement must include all INCODE Sofu+arc INCODE at die time die request is made by applications licensed to CUSTOMER. CUSTOMER. FEES AND PAYMENT. For die services provided herein, C. If CUSTOMER elects not to have Updates, CUSTOMER algecs to pay the annual maintenance fee as Enhancements and New Releases to die INCODE spec•ilied in this Agreement ill accordance%idi die(•ollovwing. Soltw are installed, INCODE shall not be A. The Sofie are License Sales Agreement provides-six responsible for its inability to support die INCODE mondis free matintenwice from die date die Softy+arc. Software is installed. ADDITIONAL SERVICES. Tlhc Services listed below arc B. The annual maintenaurce Ices%ill become clue die not included in die INCODE Sofibma•e Maintenance first of the month following six months after die Agreement. "These services shall be provided it INCODE's installation of die INCODE Software. discretion and%ill be billed on a Time and Materials basis at C. If Customer fails to pay die maintenance fee when INCODE's current rates. due, INCODE shall have die right in its sole A. Changes in print progi-Ams. discretion hh suspend its performance or terminate B. Software modification unique to particular this Agreement. CUSTOMER installation. TRAVEI. EXPENSES. CUSTOMER agrees to pay C Reslxnhdiitg to problems caused by CUSTOMER's INCODE for travel expenses,but only for such expenses that personnel,including btu not linulcd to operator en-ors. CL JSTOMER deems reasonable. Travel expenses may D. Providing operator training. include die actual cost of commercial (not to include F,. Responding to problems caused by bawl data not chartered)airfare directly Between Lubbock,Texas and Dallas arising from amy act.or omission by INCODE. / Fort Worth International Afiport, love Field Airport, F. Performing hardware maintenance or hardware Alliance Airport,or Meacham, Aiil)oi%hotel expenses;parking diagnostics. expenses;gasoline expenses;a$28 per dicnh stipcn(I;a 1") G. Responding to problems caused by ha rd%are not processing fee on die total travel expenses;and all odher travel arising from any act or omission by INCODE. related expenses diaL CUSTOMER deems reasonable. El. Responding to problems caused by soltivare that is TERM. not INCODE Software or software specifically This Agreement shall become effective on die date executed , covered by this Agreement. C:WIY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGMINCODE.SOFTWARE MAINTENANCE.WD.DOC Page 2 Exhibit #C ANNUAL SOFTWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS I. Responding to problems resulting from misuse, specifications containing additional or different accidents,CUSTOMER neglect,fire,or any other pro-kisions,or conflicting oral representations by an cause not%%ridrin INCODE's reasonable control. agent,representative or employee of INCODE. J. Changes made to the INCODE Softmare by INDEPENDENT CONTRACTOR. INCODE is an someone order than INCODE personnel. independent contractor. The personnel of one party shall not K. Any other services performed by INCODE not in any ccay be considered agents or employees of the order. otherwise specifically pro-trided for in this To the extent provided for by law, each party shall be Agreement, responsible for the acts of its own employees. Each party shall REMEDIES. be responsible for Workers' Compensation coverage fir its A. INCODE WARRANTS THAT IT WILL, own personnel. PERFORM MAINTENANCE IN NOTICES. ACCORDANCE. WITH THE TERMS AND A. Notices to CUSTOMER shall be deemed elTective CONDI71IONS OF THIS AGREEMENT. when sent by Reirristered or Certified U.S.Mail to: OTHERWISE,INCODE HEREBY DISCLAIMS Municipal Court Administrator ALI. WARRANTIES OANY KIND, CITY OF Sots-tt.nrt. INCLUDING,BUT NOT IdMITED TO,ANY 172.5 E. 1709 EXPRESS WARRMI'111F-S NOT Soudhlake,'Texas 76092 INCORPOILVI'ED INTO THIS AGREEMENT B. Notices to INCODE sliall be deemed efTectivc AND ANY IMPI1ED WARRANTIES OF when sent by Refristered or Certified U.S.Mail to: ME.RCHANTABU I'IY OR ITL'NESS FOR A INCODE PAR"1'ICl TI.AR PURPOSE IMPOSED BY LAW P.O.Box 6,049 OR WHICH COULD OTHERWISE ARISE IN 4501 W.Loop 289 CONNECTION WITH INCODE's Lubbock,Texas 79414 PFAr,ORMANCEiJNDERI'HISA(;RII;MI:NT. PATENT AND TRADEMARK INDEMNIFICATION. B. CUSTOMER AND INCODE ACKNOWITI)GE INCODE, agrees to indemnify and hold CUSTOMER AND AGREE THAT,EXCEPT AS PROVIDED harmless from and against any and all judgments,suits,costs, IN SUBSECTION "A"; ABOVE, INCODE and expcuscs subject to die limits set forth in this Agreement WILI,NOT BE LIABLE FOR ANY SPECIAL, resulting from any alleged infringement of any patent or INCIDENTAL OR CONSEQUEN71AI, copyrightarisingfrom die licensingoftheSoftitiauepursuamtto DAMAGES, INCLUDING WITHOUT this Agreement, provided that CUSTOMER has notified LIMITATION LOSS OF PROFITS, LOSS OF INCODE in writing of such allegation rtithin 60 clays of die DATA,AND LOSS OF RE1vTNUI.S,EVEN IF (late upon which CUSTOMER first receives notice diereof. INFORMED OF THE POSSIBILITY CONFIDENTIAL INFORMATION. Subject to the THEREOF IN ADVANCE. I.YCEI I' AS requirements of die Freedom of Information Act and die OTHERWISE PROVIDED HEREIN, THESE Public Information Act,and any other comparable applicable LIMITATIONS APPLY TO ALE,CAUSES OF law,each party shhall hold all confidential information in Dust ACTION IN'THF,AGGREGATE,INCLUDING and confidence tin•the party claiming confidcntiality and not WITHOUT LIMITATION BREACH OF use such confidential information other than for the benefit of' CONTRACT, BREACH OF WARRANTY, die party claiming confidentiality. Each patty agrees not to INCODE's NEGLIGENCE, STRICT disclose any such confidential information,by publication or LIABI11 Y, MISREPRESENTATION, AND otherwise, to any other person or organization. For die OTHER CAUSES OF ACTION BASED ON purposes of dris Agreement,"confidential information"slrall SIMILAR LEGAL THEORIFS. mean information disclosed or obtained by one party in GENERAL connection widr and during the term of this Agreement,and A. "Pius Agreement shall be governed by die laws of the designated as "confidential" by the party claiming State of Texas a nd constitutes the entire agreement confidentiality at the time of disclosure. Confidential between dhc parties hereto h+idr respect to the information does not include any information that was maintenance described herein,and shall supersede pre%riously luiown to the other party widiout obligation of all pre%rious or contemponurcous negotiations, confidence, is publicly disclosed to either party prior or commitments and writings widr respect to the subsequent to the party's receipt of such information, or is matters set fords herein. rightfully received by either party from a third party nidrout B. All acceptances by INCODE of purchase orders obligation of confidence. and all sales by INCODE are expressly limited to and made on die basis 6f die terms and conditions set forth herein, nomithstanding receipt or- acknowledgment of CUSTOMER'S order forms or C:WIY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.SOFTWARE MAINTENANCE.WD.DOC Page 3 Exhibit #C ANNUAL HARDWARE MAINTENANCE AGREEMENT Customer Name Salesman City of Southlake LM/JD Street Address P.O. Box 667 N. Carroll Avenue City State Zip Southlake TX 76092 Contact Person Phone Number PO Number Tax Exempt Sean Leonard 1(817) 481-5581 YES This agreement is entered into by and between Interactive Computer Designs, Inc.,hereinafter referred to as INCODE, located at 4501 W. Loop 289,Lubbock,Texas;and; THE CITY OF SOUTHLAKE,hereinafter referred to as CUSTOMER on, .2000. Pursuant to the terms and conditions of this agreement which are contained on these pages,the CUSTOMER agrees to purchase the following items from 1NCODE. DESCRIPTION QUANTITY PRICE Epson TM-950II Receipt Validation Printer (Parallel) 2 460.00 APG Automated Cash Drawer 2 140.00 Mag Strip Reader 2 214.00 Please note: The manufacturer's warranty provides maintenance for twelve(12)months at no charge. You will be invoiced for the amount in this agreement one year following the installation of your hardware. Loaner services are provided under this agreement during the first twelve months at no extra charge. THE HARDWARE MAINTENANCE TO BE PROVIDED HEREIN IS SUBTOTAL 814.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 814.00 ------- - -----_ _ -----._._...----- THE CITY OF SOUTHLAKE INTERACTIVE CO UTER DESIG INC. DATE DUE Customer Name By: B Signature Ignature Cor r Title Title 11/1/00 . .. . . .. .. Date Issue Date hwswa032594 Exhibit #C ANNUAL HARDWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the not shipped back to INCODE within the time Agreement and other good and valuable consideration, the frame specified. premises contained herein, the receipt and sufficiency of D. The CUSTOMER is responsible for shipping cost which is hereby acknowledged, the parties hereto agree as related to shipping equipment to INCODE. follows: INCODE is responsible for shipping cost related to EQUIPMENT TO BE COVERED. CUSTOMER requests shipping equipment to the CUSTOMER. to cover and INCODE agrees cover the equipment specified DEFINITIONS. The following definitions apply to the in this agreement. INCODE requires all like-kind hardware terms of this Agreement: to be covered(i.e.,ALL cash drawers,ALL receipt printers, A. Loaner Equipment. Equipment loaned to the etc.). CUSTOMER by INCODE for use while the PURPOSE. The purpose of this Agreement is to: CUSTOMER's equipment is being repaired. A. Outline the services provided by INCODE during B. Like or Near-Like Equipment. Equipment the stated warranty period for each piece of compatible with the CUSTOMER'S computer equipment covered under the Agreement. system and capable of performing the tasks B. Outline the services to be provided for extended performed by the equipment being repaired. periods of time agreed upon by INCODE and the EQUIPMENT NOT COVERED. INCODE is not Customer. responsible for maintenance related problems on equipment C. Indicate the rate that will be charged by INCODE not covered under this Agreement. for the first period (twelve months, unless stated ASSIGNMENT. CUSTOMER may assign this Agreement otherwise in this Agreement)of optional extended in whole or in part only with the prior written consent of maintenance. INCODE. INCODE may assign this Agreement upon notice PRICE. The CUSTOMER agrees to pay the Maintenance to CUSTOMER. fee specified in this Agreement. INCODE guarantees this fee LEGAL CONSTRUCTION. In case any one or more of the for the term of the Maintenance Agreement. However,fees provisions contained in this Agreement shall for any reason for subsequent years are subject to change. be held to be invalid,illegal,or unenforceable in any respect, PAYMENT. CUSTOMER agrees to pay the Maintenance such invalidity,illegality,or unenforceability shall not affect Agreement fee in accordance with the following terms: any other provision thereof, and this Agreement shall be A. The CUSTOMER will be invoiced 12 months after construed•as if such ,invalid, illegal, or unenforceable the initial installation of the hardware for coverage provisions had never been contained herein. for the following one year. BINDING EFFECT. This Agreement shall insure to the B. In order for equipment to be eligible to be covered benefit of and bind the parties hereto, their successors and under this Agreement, the equipment must be assignees. covered beginning 12 months after the installation RISK OF LOSS. Risk of loss or damage to equipment being date of the equipment and must remain under shipped to INCODE is the responsibility of the CUSTOMER. continuous coverage on the Agreement. Risk of loss or damage to equipment being shipped to the EQUIPMENT MAINTENANCE PROGRAM TERMS. CUSTOMER is the responsibility of INCODE. INCODE agrees to provide the maintenance on the LIMITATION OF LIABILITY. This Agreement is subject equipment specified under this agreement in accordance to to the following provisions: the following terms: A. INCODE shall not be liable for failure to provide, A. In the event of equipment failure, INCODE will or delays in providing , services under this repair the defective equipment and provide the agreement if due to any cause beyond INCODE's CUSTOMER with "like or near like" equipment control. while the defective equipment is being repaired. B. CUSTOMER expressly assumes all responsibility B. CUSTOMER shall notify INCODE of equipment for the selection and use of the hardware,licensed failure. Upon notification, INCODF will ship via software,and products. over-night service to the CUSTOMER the C. INCODE shall not be liable for any incidental, appropriate loaner equipment. The CUSTOMER special or consequential damages of any nature shall package the defective equipment in its whatsoever, such as, but not limited to, loss of original container and ship the equipment to anticipated profits, or other economic loss in INCODE, connection with,or arising out of the existence of C. Once the equipment is repaired,it will be shipped the furnishing,functioning,or CUSTOMER's use to the CUSTOMER. Upon receipt of the repaired of any services or goods provided in this equipment the CUSTOMER shall ship the loaner agreement,INCODE will not be liable for damages equipment back to INCODE. The loaner as indicated above, even if INCODE has been equipment should be shipped back to INCODE advised of the possibility of such damages. within two days of receiving the repaired TERMINATION. This Agreement shall be subject to equipment. The CUSTOMER agrees to pay daily termination by either party upon 30 days written notice to the rental fees to INCODE if the loaner equipment is other party. Upon INCODE's receipt of such notice of C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\INCODE.HARDWARE MAINT.WD.DOC Page 1 Exhibit #C ANNUAL HARDWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS termination from CUSTOMER,INCODE shall immediately cease performing services and CUSTOMER shall pay INCODE for all services properly perfonned through tennination. Notwithstanding the foregoing, all provisions relating to confidentiality shall survive the termination of this Agreement. INDEPENDENT CONTRACTOR. INCODE is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. Each party shall be responsible for Workers'Compensation coverage for its own personnel. NOTICES. A. Notices to CUSTOMER shall be deemed effective when sent by Registered or Certified U.S.Mail to: Municipal Court Administrator CITY OF SOUTHLAKE 1725 E. 1709 Southlake,Texas 76092 B. Notices to INCODE shall be deemed effective when sent by Registered or Certified U.S.Mail to: INCODE P.O.Box 64549 4501 W.Loop 289 Lubbock,Texas 79414 PATENT AND TRADEMARK INDEMNIFICATION. INCODE agrees to indemnify and hold CUSTOMER harmless from and against any and all judgments,suits,costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Software pursuant to this Agreement, provided that CUSTOMER has notified INCODE in writing of such allegation within 60 days of the date upon which CUSTOMER first receives notice thereof. CONFIDENTIAL INFORMATION. Subject to the requirements of the Freedom of Information Act and the Public Information Act,and any other comparable applicable law,each party shall hold all confidential information in trust and confidence for the party claiming confidentiality and not use such confidential information other than for the benefit of the party claiming confidentiality. Each party agrees not to disclose any such confidential information,by publication or otherwise, to any other person or organization. For the purposes of this Agreement,"confidential information"shall mean information disclosed or obtained by one party in connection with and during the term of this Agreement,and designated as "confidential" by the party claiming confidentiality at the time of disclosure. Confidential information does not include any information that was previously known to the other party without obligation of confidence, is publicly disclosed to either party prior or subsequent to the party's receipt-of such information,or is rightfully received by either party from a third party without obligation of confidence. C:\MY DOCUMENTS\MARKETING\SOUTHLAKE\FINAL LANGUAGE\[NCODE.HARDWARE MAINT.WD.DOC Page 1 Exhibit #C i LEN D E R:;S, IN C. �.. 6625 W.19th Street,Suite 114 - Lubbock,Texas 79407 - (806)795-7782 - 1-800-288-3024 - Fax(806)797-0601 November 1, 2000 Sean Leonard City of Southlake 667 N. Carroll Ave. Southlake, TX 76092 Re: Municipal Court Lease Agreement Dear Sean: Thank you for the opportunity to provide Diversified Lenders leasing services to you. I have enclosed the lease documents for the City of Southlake. A checklist of the items you need to complete is included below for your convenience. Please check off each item as it is completed. I trust this will help both of us complete the documentation phase of your lease in a timely and efficient manner. If you have any questions about any of the items,please feel free to call me. ❑ Sign and initial documents where highlighted. �.. ❑ Transpose the Attorney Opinion on his/her letterhead and execute. ❑ Sign form 8038-GC. ❑ Sign UCC-1. ❑ Supply complete copies of the two most recent audited financial statements for the City of Southlake. Again, if you have any questions concerning your lease documents,please feel free to give me a call. Sincerely, Martin Nowlin Exhibit #C Lease Purchase Agreement Presented by Diversified Lenders, Inc . to City of Southlake Exhibit #C Initials: MUNICIPAL LEASE-PURCHASE AGREEMENT THIS MUNICIPAL LEASE-PURCHASE MASTER AGREEMENT(hereinafter referred to as"Agreement")by and between Diversified Lenders, Inc., a Texas corporation (hereinafter referred to as"Lessor"), and City of Southlake, a political subdivision or agency of the State of Texas, (hereinafter referred to as"Lessee"). WITNESSETH: In consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows: 1. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the property described in Exhibit A hereto(hereinafter,with all replacement parts, substitutions, proceeds, increases, additions,accessions, repairs and accessories incorporated therein or affixed thereto, referred to as the"Property")for the amounts to be paid in the sums(the "Lease Payments")and on the dates (the"Lease Payment Dates")set forth in Exhibit B hereto. Except as specifically provided in Section 2 hereof, the obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be absolute and unconditional in all events and shall not be subject to any set-off, defense, counterclaim or recoupment for any reason. The term of the lease hereunder shall commence upon the acceptance of possession of the Property by Lessee(or acceptance by Lessee of delivery of the first item of Property if this Agreement involves multiple items or Property)and shall continue until the end of the Lessee's current fiscal period and thereafter for such additional fiscal periods as are necessary to complete the anticipated total lease term as set forth in Exhibit B, unless earlier terminated as provided herein. Lessee will evidence its acceptance of the Property by executing and delivering to Lessor a Certificate of Acceptance(hereinafter so called) in the form provided by Lessor. 2. Renewal and Nonappropriation. Lessee agrees that it will make timely requests for the appropriations of funds to make all Lease Payments called for under Exhibit B. In the event that funds for the succeeding fiscal period cannot be obtained, (Lessee may terminate this Agreement at the end of any fiscal period during the payment schedule set forth in Exhibit B by giving notice to Lessor or its successors at least sixty(60)days prior to the first day of such fiscal period for which appropriations cannot be made. Such failure to obtain proper appropriation and approval of the full amount of funds necessary to make required payments hereunder during any fiscal period subsequent to the current fiscal period shall terminate all of Lessee's right, title and interest in and obligations under the Agreement and to all the Property, effective on the last day of the last fiscal period for which appropriation or approval was properly obtained. 3. • Taxes. In addition to the Lease Payments to be made pursuant to Section 1 hereof, Lessee agrees, to the extent permitted by law, to indemnify and hold Lessor harmless from and against and to pay Lessor, as additional rent,on demand, an amount equal to all license,assessments,sales, use, real or personal property, gross receipts or other taxes, levies, imposts, duties or charges, if any, together with any penalties,fines or interest thereon imposed against or on Lessor, Lessee of the Property by any governmental authority upon or with respect to the Property or the purchase, ownership, rental, possession, operation, return or sale of, or receipt of payments for, the Property, except any Federal or state income taxes, if any, payable by Lessor. Lessee may contest any such taxes prior to payment provided such contest does not involve any risk of sale,forfeiture or loss of the Property of any interest therein. 4. Lessee's Covenants and Representations. Lessee covenants and represents as follows: (a) Lessee represents, and will provide an opinion of its counsel to the effect that, it has full power and authority to enter into this Agreement which has been duly authorized, executed, and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Agreement have been,or will be, complied with in a timely manner, (b) All payments hereunder have been, and will be, duly authorized and paid when due out of funds then on hand and legally available for such purpose; Lessee will, to the extent permitted by State law and other terms and conditions of this agreement, include in its budget for each successive fiscal period during the term of this Agreement a sufficient amount to permit Lessee to discharge all its obligations hereunder, and, Lessee has budgeted and available for the current fiscal period sufficient funds to comply with its obligations hereunder; (c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for, authorization or performance of, or expenditure of funds pursuant to,this Agreement; (d) Information supplied and statements made by Lessee in any financial statement or current budget prior to or contemporaneously with this Agreement are true and correct; (e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property,which need is not temporary or expected to diminish in the foreseeable future; 5. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons only. Lessee shall use the Property only for its proper purposes and will not install, use, operate or maintain the Property improperly, carelessly,or in violation of any applicable law, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the Property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery of the Property until Lessor in writing permits its removal,which permissioin shall not be unreasonably withheld, and the Property shall be used solely in the conduct of the Lessee's operations, however, Lessor expressly acknowledges that Lessee will be MUNICIPAL LEASE-PURCHASE AGREEMENT PAGE 1 Exhibit #C Initials: moving the Property coincident with Lessee's relocation, which Lessor shall permit. Lessee shall obtain, at its expense, all registrations, permits and licenses, if any, required by law for the installation and operation of the Property. Any license plates used on the Property shall be issued in the name of the Lessee. If a certificate of title is issuable with respect to the Property, it shall be delivered to the Lessor showing the interest of the Lessor. 6. Maintenance. Lessor shall not be obligated to make any repairs or replacements. At its own expense, Lessee shall service, repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear from proper use alone excepted, and shall replace any and all parts thereof which may from time to time become worn out, lost, stolen, destroyed, or damaged beyond repair or rendered unfit for intended use, for any reason whatsoever,all of which replacements shall be free and clear of all liens, encumbrances and claims of others and shall become part of the Property and subject to this Agreement. Lessor may, at its option, discharge such costs, expenses and insurance premiums necessary for the repair, maintenance and preservation of the Property,and all sums so expended shall be due from Lessee in addition to rental payments hereunder. 6. Alterations. (a) Lessee may, at its own expense, install or place in or on, or attach or affix to, the Property such equipment or accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or accessories do not impair the value or utility of the Property. All such equipment and accessories shall be removed by Lessee upon termination of this Agreement, provided that any resulting damage shall be repaired at Lessee's expense. Any such equipment or accessories not removed shall become the property of Lessor. (b) Without the written consent of Lessor, Lessee shall not make any other alterations, modifications or improvements to the Property except as required or permitted hereunder. Any other alterations, modifications or improvements to the Property shall immediately become part of the Property, subject to the provisions hereof. Without the prior written consent of Lessor, Lessee shall not affix or attach any of the Property to any real property. The Property shall remain personal property regardless of whether it becomes affixed or attached to real property or permanently rests upon any real property or any improvement thereon. 7. Liens. Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage,security interest, pledge, lien, charge, encumbrance or claim on or with respect to the Property,title thereto or any interest therein,except the respective rights of Lessor and Lessee hereunder. 8. . Damage to or Destruction of Property. Lessee shall bear the entire risk of loss, damage,theft, or destruction of the Property from any and every cause whatsoeyer, and no loss, damage,destruction or other event shall release Lessee from the obligation to pay the full amount of the rental payments or from any other obligation under this Agreement. In the event of damage to any item of the Property, Lessee will immediately place the same in good repair, with the proceeds of any insurance recovery applied to the cost.of such repair. If Lessor determines that any item of Property is lost,stolen,destroyed or damaged beyond repair, Lessee at the option of Lessee will either(a)replace the same with like property in good repair or (b)on the next Lease Payment Date, pay Lessor(i)all amounts then owed by Lessee to Lessor under this Agreement, including the Lease Payment due on such date, and (ii)an amount equal to the applicable Option to Purchase Value set forth in Exhibit B. 9. Insurance. Lessee shall either be self-insured with regard to the Property or shall purchase and maintain insurance with regard to the Property. Lessee shall indicate on each Certificate of Acceptance executed in relation to this Agreement its election to be self-insured or company insured with regard to the Property listed on that Certificate of Acceptance. Whether Lessee is self-insured or company insured, Lessee shall,for the term of this Agreement, at its own expense, provide comprehensive liability insurance with respect to the Property, insuring against such risks, and such amounts as are customary for lessees of property of a character similar to the Property. In addition, Lessee shall, for the term of the Agreement,at its own expense, provide casualty insurance with respect to the Property, insuring against customary risks, coverage at all times not less than the amount of the unpaid principal portion of the Lease Payments required to be made pursuant to Section 1 as of the last preceding Payment Date specified in Exhibit B on which a Lease Payment was made. If insurance policies are provided with respect to the Property, all insurance policies shall be with insurers authorized to do business in the State where the Property is located and shall name both Lessor and Lessee as insureds as their respective interest may appear. Insurance proceeds from casualty losses shall be payable solely to the Lessor. Lessee shall, upon request, deliver to Lessor evidence of the required coverages together with premium receipts,and each insurer shall agree to give Lessor written notice of nonpayment of any premium due and ten(10)days notice prior to cancellation or alteration of any such policy. Lessee shall also carry and require any other person or entity working on, in or about the Property to carry workmen's compensation insurance covering employees on, in or about the Property. In the event Lessee fails,for any reason,to comply with the requirements of the Section, Lessee shall, to the extent permitted by law, indemnify, save harmless and, at Lessee's sole expense, defend Lessor and its agents, employees, officers and directors and the Property against all risk of loss not covered by insurance. 10. Indemnification. Lessee shall, to the extent permitted by law, indemnify and save harmless Lessor and its agents, employees, officers and directors from and, at Lessee's expense, defend Lessor and its agents, employees, officers and directors against all liability, obligations, losses,damages, penalties,claims,actions, costs and expenses(including but not limited to reasonable attorneys'fees)of whatsoever kind or nature which in any way relate to or arise out of this Agreement of the ownership, rental possession, operation, condition, sale or return of the Property. All amounts which become due from Lessee under this Section 11 shall be credited with any amounts received by the Lessor from insurance provided by the MUNICIPAL LEASE-PURCHASE AGREEMENT PAGE Exhibit #C Initials: Lessee and shall be payable by Lessee within thirty(30)days following demand therefor by Lessor and shall survive the termination or expiration of this Agreement. 11. No Warranty. EXCEPT FOR REPRESENTATIONS,WARRANTIES,AND SERVICE AGREEMENTS RELATING TO THE PROPERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY, ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,AND ASSUMES NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFICATIONS OR PURCHASE ORDER, ITS DESIGN, DELIVERY, INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way excusing Lessee from its obligations under this Agreement, and Lessor shall not be liable to Lessee for any damages on account of such risks. All claims or actions on any warranty so assigned shall be made or prosecuted by Lessee, at its sole expense, upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to, participate in such claim or action on such warranty, at Lessor's expense. Any recovery under such a warranty shall be made payable jointly to Lessee and Lessor. 12. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shall have the option to purchase not less than all of the Property which is then subject to this Agreement, "as is"at the payment date,for the Option to Purchase Values set forth in Exhibit B by giving written notice to Lessor not less than sixty(60)days prior to the date specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of all Lease Payments specified in Exhibit B, Lessee shall be deemed to have properly exercised its option to purchase the Property and shall be deemed to have acquired all of Lessor's right,title and interest in and to the Property, free of any lien, encumbrance or security interest except such liens, encumbrances or security interest as may be created,or permitted and not discharged, by Lessee but without other warranties. Payment of the applicable Option to Purchase Value shall occur on the applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall deliver to Lessee a quitclaim bill of sale transferring Lessor's interest in the Property to Lessee free from any lien, encumbrance or security interest except such as may be created, or permitted and not discharged, by Lessee but without other warranties. Upon Lessee's actual or constructive payment of the Option to Purchase Value and Lessor's actual or constructive delivery of a quitclaim bill of sale covering the Property,this Agreement shall terminate except as to obligations or liabilities accruing hereunder prior to such termination. 13. Default and Lessor's Remedies. (a), The occurrence of one or more of the following events shall constitute an Event of Default,whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court of governmental agency: (1) Lessee fails to make any payment hereunder when due or within thirty (30)days thereafter; (2) Lessee fails to comply with any other covenant, condition or agreement of Lessee hereunder for a period of the(10)ten days after notice thereof; (3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as of the date made; (4) Lessee makes, permits or suffers any unauthorized assignment, transfer or other disposition of this Agreement or any interest herein, or any part of the Property or any interest therein;or (5) Lessee becomes insolvent; or admits in writing its inability to pay its debts as they mature; or applies for, consents to or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part or its property;or, in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substantial part of its property and is not discharged within sixty(60)days; or any bankruptcy, reorganization, debt arrangement, moratorium,or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is instituted by or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty(60)days. (b) Upon the occurrence of any Event of Default by Lessee specified herein, Lessor may at its sole discretion exercise any or all of the following remedies: (1) Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration or otherwise, or to cause Lessee to perform its other obligations hereunder in which event Lessee shall be liable for all costs and expenses incurred by Lessor; (2) Terminate this Agreement and repossess the Property, in which event Lessee shall be liable for any amounts payable hereunder through the date of such termination and all costs and expenses incurred by Lessor in connection herewith; (3) Under no circumstance shall Lessee be liable under this subsection 13(b)for any amount in excess of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and paid during such previous and current fiscal years from amounts so appropriated. 14. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, Lessee shall, upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to Section 14 hereof, deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee,ordinary wear and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such carrier, or delivering the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the MUNICIPAL LEASE-PURCHASE AGREEMENT PAGE 3 Exhibit #C Initials: general location of the Property. If Lessee fails to deliver the Property to Lessor, as provided in this Section 15, on or before the date of termination of this Agreement, Lessee shall pay to Lessor upon demand, for the hold-over period, a portion of the total payment for the applicable period as set forth in Exhibit B prorated from the date of termination of this Agreement to the date Lessee either redelivers the Property to Lessor or Lessor repossesses the Property. 15. Assignment. Without Lessor's prior written consent, Lessee will not either: (i)assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Agreement or the Property or any interest in this Agreement or the Property; or(ii)sublet or lend the Property or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Agreement, the Property and any other documents executed with respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Agreement. Subject to the foregoing,this Agreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. No assignment or reassignment of any of Lessor's rights,title or interest in this Agreement or the Property shall be effective with regard to Lessee unless and until Lessee shall have received a copy or the document by which the assignment or reassignment is made, disclosing the name and address of such assignee. No further action will by required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge receipt of such assignments in writing if so required. During the term of this Agreement, Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal Revenue Code of 1986, Section 149(a), and the regulations, proposed or existing, from time to time promulgated thereunder. 16. Personal Property. The Property is and shall at all times be and remain personal property. 17. Title. Upon acceptance of the Property by Lessee hereunder, Lessee shall have title to the Property during the term of this Agreement; however, in the event of(i)an Event of Default hereunder and for so long as such Event of Default is continuing or(ii)termination of this Agreement pursuant to the provisions of Section 2 hereof,title shall be revested immediately in and shall revert to Lessor free of any right,title or interest of Lessee unless Lessor elects otherwise. 18. Lessor's Right to Perform for Lessee. If Lessee fails to make any payment or perform or comply with any of its covenants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obligations on behalf of Lessee, and the amount of any such payment and the expenses(including but not limited to reasonable attorneys'fees)incurred by Lessor in performing or complying with such covenants and obligations, as the case may be,together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand. 19: Interest on Default. If Lessee fails to pay any Lease Payment specified in Section 1 hereof within thirty(30)days after the due date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the highest lawful rate. ' 20. Notices. Any notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing and may be given by certified or registered mail, and shall be deemed to have been given and received forty-eight(48) hours after a registered or certified letter containing such notice, postage prepaid, is deposited in the United States mail,and if given otherwise shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such other address as either party may hereafter designate. 21. Security Interest. As security for Lessee's covenants and obligations hereunder, Lessee hereby grants to Lessor, and its successors, a security interest in the Property, all accessions thereto and proceeds therefrom, and, in addition to Lessor's rights hereunder, all of the rights and benefits of a secured party under the Uniform Commercial Code as in effect from time to time hereafter in the State in which the Property is located or any other State which may have jurisdiction over the Property. Lessee agrees to execute, acknowledge and deliver to Lessor in recordable form upon request financing statements or any other instruments with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the security interest granted herein in accordance with the laws of the applicable jurisdiction. 22. Tax Exemption. Lessee certifies that it does reasonably anticipate that not more than$10,000,000 of"qualified tax- exempt obligations"(as that term is defined in Section 265(b)3(D)of the Internal Revenue Code of 1986(the"Code")will be issued by it and any subordinate entities during the current year. Further, Lessee will, by resolution,designate this issue as comprising a portion of the$10 million in aggregate issues to be designated as"qualified tax exempt obligations"eligible for the exception contained in Section 265(b)3 (D)of the Code allowing for an exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax exempt obligations. 23. Consolidation. It is contemplated by the parties that the items of Property listed on Exhibit A to the Agreement(or added to Exhibit A by subsequently appended Exhibits A-1,A-2, etc.)may be delivered individually or in groups and that each item of Property shall become subject to the Agreement upon Lessee's acceptance thereof. It is further contemplated that the installments due with respect.to each item or group of Property shall be set forth on a separate Exhibit B (e.g. Exhibit B-1, B-2, etc.)which shall be attached to and shall become a part of the Agreement. The right of Lessee to terminate the Agreement pursuant to Paragraph 2 thereof shall apply only to the items of Property as a whole, notwithstanding that the amount owed may be set forth in more than one Exhibit B. 24. Miscellaneous. (a) Lessee shall,whenever requested, advise Lessor of the exact location and condition of the Property and shall give the Lessor immediate notice of any attachment or other judicial process affecting the Property, and,to the extent permitted by law, MUNICIPAL LEASE-PURCHASE AGREEMENT PAGE 4 Exhibit #C Initials: indemnify and save Lessor harmless from any loss or damage caused thereby. Lessor may,for the purpose of inspection, at all reasonable times enter upon any job, building or place where the Property and the books and records of the Lessee with respect thereto are located. (b) Lessee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the interest payable pursuant to this Agreement(as incorporated within the schedule of payments) is not excludable from income in accordance with the Internal Revenue Code of 1986, as amended, such as to make Lessor and its assigns whole. (c) Time is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waived except by the written consent of Lessor, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute or be treated as a waiver of such covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to the Lessee's cure of the condition giving rise to such remedy. Lessor's rights hereunder are cumulative and not alternative. (d) This Agreement shall be construed in accordance with, and governed by,the laws of the State in which the Property is located and venue shall be in Tarrant County,Texas. (e) This Agreement constitutes the entire agreement between the parties and shall not be modified,waived,discharged, terminated,amended, altered or changed in any respect except by a written document signed by both Lessor and Lessee. (f) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder of this Agreement. (g) The Lessor hereunder shall have the right at any time or times, by notice to Lessee,to designate or appoint any person or entity to act as agent or trustee for Lessor for any purposes hereunder. (h) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change occurring in or to the Property, of a change in Lessee's address,or in any fact or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default occurs. (i) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include the masculine or feminine gender whenever and wherever appropriate. 0) The captions set forth herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (k) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns,where permitted by this Agreement. (1) Upon Lessor's request, Lessee will from time to time provide to Lessor financial statements showing Lessee's financial condition and operations,and will execute financing statements or other documents which Lessor requests to evidence Lessor's and/or Lessee's interest in Equipment. Lessee hereby appoints Lessor as its attorney-in-fact to execute and file on behalf of Lessee and authorizes Lessor to file without Lessee's signature any UCC financing statements and amendments Lessor deems advisable to secure the interests of Lessor. Lessee agrees to pay all documentation cost and filing fees associated with this lease. (m) Lessee hereby authorizes Lessor,without further notice, to complete the description of the Equipment to be leased,the Equipment serial numbers, the quantity thereof,and to fill in any blank spaces on this Lease, and to date this Lease. IN WITNESS WHEREOF, the parties have executed this Agreement as of 11/1/2000. LESSEE LESSOR City of Southlake Diversified Lenders, Inc. 667 N. Carroll Ave. 6625 West 19th Street, Suite 114 Southlake,TX 76092- Lubbock, Texas 79407 By: Rick Stacy By:Donald Roberts Title: Mayor Title: President Date Date Witness MUNICIPAL LEASE-PURCHASE AGREEMENT PAGES Exhibit #C Initials: 4 1 Exhibit #C ATTESTATION I, Sandra LeGrand, do hereby certify that I am the duly elected or appointed and acting City Secretary of City of Southlake, a political subdivision or agency duly organized and existing under the laws of the State of Texas,that I have custody of the records of such entity, and that, as of the date hereof, the individual named above is the duly elected or appointed officer of such entity holding the office set forth following his/her name. I further certify that(i) the signature above his/her name and title is his/her true and authentic signature and (ii)such officer has the authority on behalf of such entity to enter into that certain Lease Agreement, dated as of 11/1/2000 between such entity and Diversified Lenders, Inc. as Lessor. IN WITNESS WHEREOF, I have duly executed this attestation and affixed the seal of such entity hereto 11/1/2000. LESSEE City of Southlake 667 N. Carroll Ave. Southlake, TX 76092- By: Sandra LeGrand Title: City Secretary SEAL ; Exhibit #C CERTIFICATE OF ESSENTIAL USE I, Rick Stacy, Mayor of City of Southlake ("Lessee"), hereby certify that the Equipment, to be leased to the undersigned under the certain Lease Agreement, dated as of 11/1/2000 between such entity and Diversified Lenders, Inc. as Lessor,will be used by the undersigned Lessee for the following purpose: Process Municipal Court Data The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and economic operation. IN WITNESS WHEREOF, I have set my hand 11/1/2000. LESSEE City of Southlake 667 N. Carroll Ave. Southlake,TX 76092- By: Rick Stacy Title: Mayor Exhibit #C CERTIFICATE OF APPROPRIATION I, Sandra LeGrand, City Secretary, of City of Southlake ("Lessee"), hereby certify that all lease payments due by Lessee under that certain Municipal Lease-Purchase Agreement dated as of 11/1/2000, between Lessee and Diversified Lenders, Inc. as Lessor, for the fiscal period ending 6/30/2001, are within such fiscal period's budget for Lessee and within an available, unexhausted and unencumbered appropriation for Lessee, further certify that the Property, to be leased to the undersigned under the above referenced Municipal Lease-Purchase Agreement, will be used by the undersigned Lessee for the following purpose: Process Municipal Court Data The undersigned hereby represents that the use of the Property is essential to its proper, efficient and economic operation. IN WITNESS WHEREOF, I have set my hand 11/1/2000. LESSEE City of Southlake 667 N. Carroll Ave. Southlake, TX 76092- Bv: Rick Stacv Title: Mayor Exhibit #C CERTIFICATE OF INCUMBENCY I, Sandra LeGrand, do hereby certify that I am the duly elected or appointed and acting City Secretary of City of Southlake, a political subdivision or agency duly organized and existing under the laws of the State of Texas, that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) named above is/are the duly elected or appointed officer(s) of such entity holding the office(s) set forth opposite his/her/their respective name(s). I further certify that (i) the signature(s) set opposite his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) has/have the authority on behalf of such entity to enter into that certain Municipal Lease-Purchase Agreement, dated as of 11/1/2000, between such entity and Diversified Lenders, Inc. as Lessor. LESSEE LESSOR City of Southlake Diversified Lenders, Inc. 667 N. Carroll Ave. 6625 West 19th Street, Suite 114 Southlake,TX 76092- Lubbock,Texas 79407 By: Rick Stacy By: Donald Roberts Title: Mayor Title: President Date Date Witness IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto 11/1/2000. LESSEE City of Southlake By: Sandra LeGrand Title: City Secretary SEAL Exhibit #C CERTIFICATE OF-ACCEPTANCE Lease Agreement(the"Agreement") By and Between Diversified Lenders, Inc. ("Lessor")City of Southlake ("Lessee")Dated as of 11/1/2000. 1. ACCEPTANCE: In accordance with the Agreement, Lessee hereby certifies that all of the property described herein (i)has been received by Lessee, (ii)has been thoroughly examined and inspected to the complete satisfaction of Lessee, (iii) has been found by Lessee to be in good operating order, repair and condition, (iv) has been found to be of the size, design, quality, type and manufacture specified by Lessee, (v)has been found to be and is wholly suitable for Lessee's purpose, and (vi) is hereby unconditionally accepted by Lessee, in the condition received,for all purposes of the Agreement. 2. PROPERTY: InVision Software Municipal Court AcuCorp Runtime (10 Users) On-Site Training and Travel Expenses Magnetic Data Conversion Municipal Court Ticket Master File Warrant Master File Docket Master File Conversion On-Site Assistance Fees&Travel Expenses (2) Epson TM-95011 Receipt Validation Printer (2)APG Automated Cash Drawer (2)Mag Strip Readers Hardware Installation and Travel Expenses 3. 'USE: Process Municipal Court Data 4. PROPERTY LOCATION: 667 N. Carroll Ave., Southlake, TX 76092- 5. BILLING ADDRESS: Invoicing shall be to the following address: 667 N. Carroll Ave., Southlake,TX 76092- 6. INSURANCE: Lessee certifies that property and liability insurance has been secured in accordance with the Agreement and such coverage will be maintained in full force for the term of the Agreement. Lessor will be designated loss payee until Lessee is notified, in writing, to substitute a new loss payee. Company insured? Yes Elect to self-insure in accordance with Section 10 of the Agreement? No 7. MAINTENANCE: In accordance with Section 6 of the Agreement, Lessee agrees to, at its own expense, service, repair and maintain the Property for the term of the Agreement as follows: Maintenance contract?Yes Elect to self-maintain? No LESSEE City of Southlake 667 N. Carroll Ave. Southlake,TX 76092- By: Rick Stacy Title: Mayor Accepted: 11/1/2000 Exhibit #C INSURANCE CERTIFICATE Lessee certifies that property and liability insurance, if applicable, hate been secured in accordance with the Agreement and such coverage will be maintained in full force for the term of the Agreement. - Lessor should be designated as loss payee until Lessee is notified, in writing, to substitute a new loss payee. Insurance must be "replacement value" and in an amount not less than $44,451.00 Please provide the following insurance information: Insurance Agent's Name: Tonya Moore Company Name: Texas Municipal League Company Address: 1821 Rutherford Company City, State&Zip: Austin, TX 78754- Telephone Number: (800)537-6655 Policy Number: 4159 EQUIPMENT SCHEDULE InVision Software Municipal Court AcuCorp Runtime(10 Users) On-Site Training and Travel Expenses Magnetic Data Conversion Municipal Court Ticket Master File Warrant Master File Docket Master File Internet Services and Products (2)Epson TM-95011 Receipt Validation Printer (2)APG Automated Cash Drawer (2)Mag Strip Readers Hardware Installation and Travel Expenses LESSEE City of Southlake 667 N. Carroll Ave. Southlake, TX 76092- By: Rick Stacy Title: Mayor Exhibit #C (To be copied or retyped on Counsel's letterhead) 20 Diversified Lenders, Inc. 6625 West 19th Street, Suite 114 Lubbock,Texas 79407 RE: Lease Agreement dated as of 11/1/2000 Gentlemen: I have acted as Counsel to City of Southlake (the "Lessee") with respect to that certain Lease Agreement (the "Agreement") dated as of 11/1/2000 by and between Diversified Lenders, Inc. and the Lessee, I have reviewed the Agreement and such other documents, records and certificates of Lessee and appropriate public officials as I have deemed relevant and am of the opinion that: 1. The Lessee is a political subdivision or agency of the State of Texas, with the requisite power and authority to incur obligations, the interest on which is exempt from taxation by virtue of Section 103 (a) of the Internal Revenue Code of 1986; 2. The execution, delivery and performance by the Lessee of the Agreement have been duly authorized by all necessary action on the part of the Lessee; and 3. The Agreement constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms. Sincerely, Exhibit #C MUNICIPAL LEASE-PURCHASE A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF PROCURING InCode Municipal Court Software and Hardware WHEREAS, City of Southlake (the"Lessee")desires to enter into that certain Lease-Purchase Agreement dated as of 11/1/2000 by and between the Lessee and Diversified Lenders, Inc. for the purpose of procuring any personal property. The Lessee desires to designate this Agreement as a"qualified tax exempt obligation"of the Lessee for the purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. The Lessee desires to designate Rick Stacy, Mayor and Sandra LeGrand, City Secretary as authorized signers of the Agreement. Now therefore, be it resolved by the City Council of the Lessee: Section 1. That the Lessee enters into a Lease Purchase Agreement with Diversified Lenders, Inc.for the purpose of procuring: InCode Municipal Court Software and Hardware. Section 2. That the Lease Purchase Agreement dated as of 11/1/2000, by and between the Lessee and Diversified Lenders, Inc. is designated by the Lessee as a "qualified tax exempt obligation" for the purposes of Section 265 (b) (3)of the Internal Revenue Code of 1986, as amended. Section 3. That the Lessee designate Rick Stacy, Mayor, Sandra LeGrand, City Secretary as authorized signers of the Lease Purchase Agreement dated as of 11/l/2000, by and between the Lessee and Diversified Lenders, Inc.. PASSED AND APPROVED by the City Council of the Lessee in a meeting held on BY: PRINT NAME: TITLE: SEAL ATTEST BY: PRINT NAME: TITLE: Exhibit #C EXHIBIT A Description of Property InVision Software Municipal Court AcuCorp Runtime(10 Users) On-Site Training and Travel Expenses Magnetic Data Conversion Municipal Court Ticket Master File Warrant Master File Docket Master File Conversion On-Site Assistance Fees&Travel Expenses (2)Epson TM-95011 Receipt Validation Printer (2)APG Automated Cash Drawer (2) Mag Strip Readers Hardware Installation and Travel Expenses LESSEE City of Southlake 667 N. Carroll Ave. Southlake,TX 76092- By: Rick Stacy Title: Mayor Exhibit #C EXHIBIT B Payment Description Sixty(60)monthly payments of$905.14. The first payment is due December 1, 2000 and will continue monthly thereafter. LESSEE City of Southlake 667 N. Carroll Ave. Southlake,TX 76092- By: Rick Stacy Title: Mayor Exhibit #C infoarH1.crunwor Ur-rILINU UrrR.cn FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code will remain effective with certain exce tione for 5 veare from date of filin . NAME&TEL#OF CONTACT AT FILER(optional) JE1. FILING OFFICE ACCT.# (optional) C. RETURN COPY TO: (Name and Mailing Address) 1 L J D.OPTIONAL DESIGNATION[if applicable):I ILESSOR/LESSEE[]CONSIGNOFVCONSIGNEEL]NON.UCCFIUNGI 1. DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name 11 a or 1 b► _ 1 a.ENTITY'S NAME CITY OF SOUTHLAKE OR 1 b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1 c.MAILING ADDRESS CITY STATE COUNTRY IPOSTALCODE 667 N. CARROLL AVE. SOUTHLAKE TX 76092 1d.S.S.OR TAX I.D.# OPTIONAL 1e.TYPE OF ENTITY 1f.ENTITY'S STATE 1g.ENTfry'S ORGANIZATIONALLD.A,If any ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR I JORGANIZATION NONE 2,ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name (2a or 2b) 2a.ENTITY'S NAME OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX MAILING ADDRESS CITY STATE COUNTRY 1POSTALCODE 2d.S.S.OR TAX I.D.# OPTIONAL 2e.TYPE OF ENTITY 2f.ENTITY'S STATE 2g.ENTITY'S ORGANIZATIONAL I.D.#,If any ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR JORGANIZATION NONE 3. SECURED PARTY'S(ORIGINAL SIP or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party name (3a or 3b) 3a.ENTITY'S NAME OR 3b.INDIVIDUAL'$LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c,MAILING ADDRESS CITY STATE JCOUNTRW]POSTAL CODE 4.This FINANCING STATEMENT covers the following types or Items of property: SEE ATTACHED SCHEDULE A THIS EQUIPMENT IS OWNED BY DIVERSIFIED LENDERS, INC. OR ITS ASSIGNEE AND IS LEASED UNDER A TRUE LEASE TO THE PARTY DESIGNATED AS "DEBTOR" . THIS FILING IS A MEMO OF THAT LEASE FOR INFORMATIONAL PURPOSES. N 6.CHECK This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7.If filed In Florida(check one] BOX (a)In collateral already subject to a security Interest In another Jurisdiction when It was brought Into this state,or when the Documentary Documentary stamp [if applicable) debtor's location was changed to this state,or(b)In accordance with other statutory provisions[additional data may be required] stamp tax paid El tax not applicable Z. REQUIRED SIGNATURE(S) 8.❑This FINANCING STATEMENT is to beflled[for record] (or recorded)In the REAL ESTATE RECORDS Attach Addendum (if applicable] 9. Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s) [ADDITIONAL FEEL (optional) All Debtors Debtor 1 nDebtor 2 THE ODEE COMPANY,P.O.BOX 550488,DALLAS,TEXAS 75355-214.340-0415-B00-486-6333 (1)FILING OFFICER COPY-NATIONAL FINANCING STATEMENT(FORM UCC1)(TRANS)(REV- 12118/95) Exhibit #C General, for rij#_wtRjnsal Finaricing. Stateement (For,-,, UC.(,­1) Please type or laser-print this form, Be sure it is completely legible. Read all Instructions, I (T ran s) Fill in form very carefully; mistakes may have important legal consequences, Follow instructions completely. if you .lave consult your al'tornoy. Filing officer cannot give legal advice. quc,tions, _� Do not insert anything in the open space in the upper portion of this form; it is reserved for filing officer use, kAVhon properly completed, send Filing Officer Copy, with required fee, to filing officer. If you want an Coknowledornent, also send Acknowledgment COPY, Otherwise detach. If you want to make a search request, complete item 9 and send Search Request Copy, otherwise detach.. Always detach Debtor end Secured Party Copies, vou need to use aitaol-iments, use B-1/2 X 11 inch sheets and -put at the top of each additional sheet the name of I:he first Debtor, formatted exactly as it appears in item 1 of this form;you are encouraged to use Addendum (Form UCC 1 Ad). Item Instructions I. Debtor name; Enter only one Debtor name in item 1, an entity's name (1 a) or an individual's narns (1 b). Enter Debtor's exact full legal name. Don't abbreviate. a, Entity Debtor. "Entity" means an organization having a legal identity separate from, its owner, A partnership is an entity; a sole proprietorship is not an entity, even if it does business under a trade name. If Debtor is a partnership, enter exact full legal-,Iama of partnership;you need not enter names of partners as additional Debtors, If Debtor is a registered entity (c.g., corporation, limited partnership, limited liability company), it is advisable to examine Debtor's current fiied charter documents to determine correct name, entity type,and state of organization. 1 b. individual Debtor. 'Individual"means a netural person and a sole proprietorship, whither or not operating under a trade name. Don't use prefixes (Mr.. Mrs., N191. Llse suffix box only for titles of lineage (Jr., Sr., 111) and not for other suffixes or titles (e.g.,WDJ. - Use married woman's personal name (Mary Smith, not Mrs. john Smith). Enter individual Debtor's family name (surmerne) in Last Name box,first given name in First Name box,and all additional given names in Middle Name box, For both entity and individual /6,,`Debtors: Don't use Debtor's trade name,D , AIK/A, F1'K/A, etc, in place of Debtor's iegal nama;vou _ — I A may add such other names vs-;d additional Debtors if you wish. 1 c. An address is always required for the Debtor named in 1 a or I b. 1 d. Debtor's social security or tax identification number is required in some states. Eater social security number of a sole proprietor, not . tax identification number of the sole proprietorship, 1 aj,g, "Additional information re entity Debtor" is optional. It helps searchers to distinguish this Debtor from others with the same or a similar name. Type of entity and stele of organization can be determined from Debtor'c current filed charter documents. Organizational LD. number, if any,is assigned by the agency where the charter document was filed; this is different from taxpayer l.D, number; this should be on'tered preceded by the 2--character U.S. Postal identification of state of organization (e.g., CA1 2345, for a California corporation whose organizational I,D. number is 12345). Note- If Debtor is a transmitting utility as defined in applicable Commercial Code, attach Addendum (Form UCC1 Ad) and check box AdS, 2. If an additional Debtor is inciuded, complete item 2,determined and formatted per Instruction 1, To include further additional Debtors, or one or more additional Secured Parties, attach either Addendum (Form UCC1 Ad) or other additional page(l), using correct name format, Follow Instruction 1 for'determining wnd formatting additional names, Enter information, determined and formatted per Instruction 1. If there is more than one Secured Party, see Instruction 2. If there has been a total assignment of the Secured Party's interest prior to filing this form, %,.,ou may provide either asaignor Secured Party's or assignee's name and address in item 3. 4. Use Rtam 4 to indicate the types or describe the; items of collateral. If space in item 4 is insufficient, put the -entire collateral description or continuation of the collateral description on either Addendum (Form, UCC!Ad) or other attached additional page(;), 5, 6. All Debtors must sign. Under certain circumstances, Secured Party may sign instead of Debtor; if applicable, check box in item 5 I and provide Secured Party's signature in item 6, an,-1 under certain circumstances, in some states,you must also provide ndditional data;use Addarudurn (Form UCC1 Ad) or Gttachnnent to provide such additional data. 7. If filing in the state of Florida you must check one, of the two boxes in item 7 to comply with documentary stomp tax requirements. 8. if the collateral consists of or includes fixtures, timber, minerals, and/or mineral-related accounts, check the box in item 8 and complete the rc.quired information on Addendum (Form UCC1 Ad). If the collateral consists of or includes crops, consult applicable law of state whole this Financing Statement is to be filed and complete Ad3b, and Ad4 if required, on Addendum (Form UCC1 Ad) and, if required,check box in item S. 9. Check box 9 to request Search Certificate(s) on all or some of the Debtors named in this Financing Statement. The Certificate will list all Financing Statements on file against the designated Debtor currently effective on the date of the Certificate, including this Financing Statement. There is an additional fee for each Certificate, This item is optional. If you have checked box 9, file copy 3 (Search Request Copy) of this form together with copies 1 and 2. Not all states will honor a search request made via this form; some states require a separate request form. Instructions re Optiorol Items A-D A. To assist filing officers who might wish to communicate with filer,filer may provide information in item A. This item is optional. I B. if filer has an account with filing officer or is authorized to pay fees by means of a card (credit or debit) and Wishes to use such means Of payment, check the appropriate box and enter filer's aocourit number in item B, Or, in the alternative,filer may present this information by a cover letter. Complete item C if you want acknowledgment copy returned and you have presented simultaneously a carbon or ctt-.er copy of this form for use as an acknowledgment copy. D. If filer desires to use titles of lessee and lessor, or consignee and consignor, instead of Debtor and Secured Party, check the appropriate box in item D. This item is optional. If this is not a UCC security interest filing (e.g., a tax lien,judgment lien, etc,), check the appropriate box in iterr, D, complete items 1-9 as applicable and attach any other items required undV-,oth-pr 4,v^-t hxmi #C cn n 7 G1 Schedule A Equipment Schedule: InCode Software Municipal Court AcuCorp Runtime (10 Users) On-Site Training and Travel Expenses Magnetic Data Conversion Municipal Court Ticket Master File Warrant Master File Docket Master File Conversion On-Site Assistance Fees & Travel Expenses Internet Services and Products (2) Epson TM-95011 Receipt Validation Printer (2) APG Automated Cash Drawer (2) Mag Strip Readers Hardware Installation and Travel Expenses Lease # 2000106 1 , 1 City of Southlake By: Title: Date: Exhibit #C Form 8038-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720 (Rev. May 1999) ► Under Internal Revenue Code section 149(e) Departmentof the Treasury InternallRevenue Service Caution: Use Form 8038-G if the issue price of the issue is$100,000 or more. Re Reporting Authority Check box if Amended Return ► ❑ 1 Issuer's name 2 Issuer's employer identification number CITY OF SOUTHLAKE 75 : 1251142 3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 667 N. CARROLL AVE. 4 City,town,or post office,state,and ZIP code 5 Report number SOUTHLAKE , TX 76092 GC - 6 Name and title of officer or legal representative whom the IRS may call for more information 7 Telephone number of officer or legal representative ( 817 481-5581 Description of Obligations (Check if reporting: a single issue ❑ or on a consolidated basis ❑ ) 8a Issue price of obligation(s) (see instructions). . . . . . . . . . . . . . . 8a $44,451.00 b Issue date (single issue) or calendar year(consolidated) (see instructions) ► .................... °r ti 9 Amount of the reported obligation(s) on line 8a: a Used to refund prior issue(s) . . . . . . . . . . . 9a b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) 9b 10 If the issuer has designated any issue under section 265(b)(3)(13)(i)(110 (small issuer exception), check this box . . . ► ❑ 11 If any obligation is in the form of a lease or installment sale, check this box . . . . . . . . . . . . . . . ► ❑ 12 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box . ► ❑ Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Please and belief,they are true,correct, and complete. Sign Here ' Issuer's authorized representative Date Type or print name and tide General Instructions Thus,'an issuer may file a separate Form Other Forms That May Be,Required-- 8038-GC for each of a number of small For rebating arbitrage (or paying a penalty in Section references are to the Internal issues and report the remainder of small lieu of arbitrage rebate)to the Federal Revenue Code unless otherwise noted. issues issued during the calendar year on one government, use Form 8038-T,Arbitrage_. consolidated Form 8038-GC. However, a Rebate and Penalty in Lieu of Arbitrage Purpose of Form separate Form 8038-GC must be filed to give Form 8038-GC is used b the issuers of the IRS notice of the election to pay a penalty Rebate. For private activity bonds, use pForm y in lieu of arbitrage rebate. 8038, Information Return for Tax-Exempt tax-exempt governmental obligations to g Private Activity Bond Issues. provide the IRS with the information required When To File by section 149(e) and to monitor the Rounding to Whole Dollars requirements of sections 141 through 150. To file a separate return, file Form 8038-GC You may show the money items on this on or before the 15th day of the second return as whole-dollar amounts.To do so, Who Must File calendar month after the close of the Issuers of tax-exempt governmental calendar quarter in which the issue is issued, drop any amount less than 50 cents and p g increase any amount from 50 cents through obligations with issue prices of less than To file a consolidated return,file Form 99 cents to the next higher dollar. $100,000 must file Form 8038-GC. 8038-GC on or before February 15th of the Issuers of a tax-exempt governmental calendar year following the year in which the Definitions obligation with an issue price of$100,000 or issue is issued. Obligations. This refers to a single more must file Form 8038-G, Information Late filing.An issuer may be granted an tax-exempt governmental obligation if Form Return for Tax-Exempt Governmental extension of time to file Form 8038-GC under 8038-GC is used for separate reporting or to Obligations. Section 3 of Rev. Proc. 88-10, 1988-1 C.B. multiple tax-exempt governmental obligations Filing a separate return. Issuers have the 635, if it is determined that the failure to file if the form is used for consolidated reporting. option to file a separate Form 8038-GC for on time is not due to willful neglect. Type or Tax-exempt obligation.This is a bond, any tax-exempt govemmental obligation with print at the top of the form, "This Statement installment purchase agreement, or financial Is Submitted in Accordance with Rev. Proc. an issue price of less than $100,000. lease, on which the interest is excluded from An issuer of a tax-exempt bond used to 88-10."Attach to the Form 8038-GC a letter income under section 103. briefly stating why the form was not finance construction expenditures must file a submitted to the IRS on time. Also indicate Tax-exempt governmental obligation.A separate Form 8038-GC for each issue to whether the obligation in question is under tax-exempt obligation that is not a private give notice to the IRS that an election was examination by the IRS. Do not submit copies activity bond (see below) is a tax-exempt made to pay a penalty in lieu of arbitrage of any bond documents, leases, or installment governmental obligation.This includes a bond rebate (see the line 12 instructions). sale documents. issued by a qualified volunteer fire Filing a consolidated return. For all department under section 150(e). tax-exempt governmental obligations with Where To File. " Private activity bond.This includes an issue prices of less than $100,000 that are File Form 8038-GC with the Internal Revenue obligation issued as part of an issue in which: not reported on a separate Form 8038-GC, Service Center, Ogden, UT 84201. * More than 10% of the proceeds are to be an issuer must file a consolidated information used for any private activity business use, return including all such issues issued within and the calendar year. Cat. No.64108B Form 8038-GC (Rev. 5-99) . Exhibit #C Diversified Lenders. Inc. 6625 West 19th Street. Suite 114 INVOICE Lubbock. Texas 79407 2s10002 Phone: (806) 795-7782 Fax: (806) 797-0601 Date Due: 12/1/2000 City of Southlake Rick Stacy Mayor 667 N. Carroll Ave. Southlake,TX 76092- Lease Number Payment Number Date DueAmount Due 2000106 1 12/1/2000 $905.14 Tax $0.00 Total Due $905.14 Equipment Description InCode Municipal Court Software and Hardware Payment Terms Due Upon Receipt Exhibit #C Page is too large to OCR. 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