Item 7JCity of Southlake, Texas
MEMORANDUM
TO: Billy Campbell, City Manager
FROM: Sharen Elam, Director of Finance Ext. 1713
SUBJECT: Ordinance No. 848 authorizing the issuance of such bonds and providing for the
redemption of the obligations being refunded "CITY OF SOUTHLAKE,
TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS, SERIES 2003"
Action Requested: Approval of Ordinance No. 848 authorizes the issuance of bonds to refund Tax
and Waterworks and Sewer System Revenue Certificates Series 1992 -A dated
October 1, 1992 and Series 1994, dated December 1, 1994.
Background
Information: City staff and our financial advisor have continued to monitor the market to
ensure that we capitalize on any refunding opportunities. Based on the current
market, it would be advantageous for the city to refund the bonds noted. The
refunding will result in the City saving approximately $350,000 in debt service
payments and further provide present value savings of approximately
$250,000. The certificates are issued and approved by adoption of an
ordinance. Approval of Ordinance No. 848 will set in motion the legal
requirements to obtain the proceeds to refund the bonds. After approval, the
legal documents must be reviewed by the Texas Attorney General's Office.
The City would redeem the outstanding bonds in mid May.
Financial
Considerations: The certificates of obligation will be repaid through the City's utility fund.
Citizen Input/
Board Review: Public Hearing is scheduled for April 15, 2003.
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: None
Supporting
Documents: Ordinance No. 848
Billy Campbell, City Manager
March 14, 2011
Page 2
Staff
Recommendation: Approval of Ordinance No. 848
ORDINANCE NO. 848
AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS,
SERIES 2003 "; specifying the terms and features of said bonds; levying a
continuing direct annual ad valorem tax for the payment of said bonds;
and resolving other matters incident and related to the issuance, sale,
payment and delivery of said bonds, including the approval and execution
of a Paying Agent /Registrar Agreement, a Purchase Contract and Special
Escrow Agreement and the approval and distribution of an Official
Statement; providing for the redemption of certain outstanding obligations
of the City; and providing an effective date.
WHEREAS, the City Council of the City of Southlake, Texas (the "City ") has heretofore
issued, sold, and delivered, and there is currently outstanding, obligations totaling in principal
amount $3,700,000 (collectively, the "Refunded Obligations ") more particularly described as
follows:
(1) City of Southlake, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation, Series 1992 -A, dated
October 1, 1992, scheduled to mature on February 15 in each of the years 2004
through 2013, and aggregating in principal amount $875,000; and
(2) City of Southlake, Texas, Tax and Waterworks and Sewer System
(Limited Pledge) Revenue Certificates of Obligation, Series 1994, dated
December 1, 1994, scheduled to mature on August 15 in each of the years 2005
through 2015, and aggregating in principal amount $2,825,000;
AND WHEREAS, pursuant to the provisions of V.T.C.A., Government Code, Chapter
1207, as amended, the City Council is authorized to issue refunding bonds and deposit the
proceeds of sale directly with any place of payment for the Refunded Obligations, or other
authorized depository, and such deposit, when made in accordance with said statute, and
ordinances authorizing the issuance of the Refunded Obligations, shall constitute the making of
firm banking and financial arrangements for their discharge and final payment; and
WHEREAS, the City Council hereby finds and determines that general obligation
refunding bonds should be issued at this time to refund the Refunded Obligations, and such
refunding will result in the City saving approximately $ in debt service payments
on such indebtedness and further provide present value savings of approximately
$ ; and
WHEREAS, in combination with the issuance of such refunding bonds, the City Council
of the City of Southlake, Texas hereby finds and determines that $610,000 in principal amount
of general obligation bonds approved and authorized to be issued at an election held May 1,
1999 should be issued and sold at this time; a summary of the general obligation bonds
authorized at said election, the principal amounts authorized, amounts heretofore issued and
being issued pursuant to this Ordinance and amounts remaining to be issued subsequent
hereto being as follows:
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Amounts Amount
Amount Previously Being Unissued
Authorized Issued Issued Balance
Purpose
Street Improvements (intersections) $17,300,000 $10,508,179 $ -0- $6,791,821
Street Improvements (design enhancements) 2,150,000 950,000 610,000 590,000
Park Improvements (hike and bike trails) 4,730,000 2,230,000 -0- 2,500,000
AND WHEREAS, the Council hereby reserves and retains the right to issue the balance
of unissued bonds approved at said elections in one or more installments when, in the judgment
of the Council, funds are needed to accomplish the purposes such bonds are voted to finance;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose General
obligation refunding bonds of the City shall be and are hereby authorized to be issued in the
aggregate principal amount of $ to be designated and bear the title "CITY OF
SOUTHLAKE, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS,
SERIES 2003" (hereinafter referred to as the "Bonds "), for the purpose of refunding certain
outstanding obligations of the City (identified in the preamble hereof and referred to as the
"Refunded Obligations "), to pay costs of issuance and to provide funds in the amount of
$610,000 for street improvements (design enhancements to State Highway 114 interchanges,
including material selection, paving, signage and bridge railing), in accordance with authority
conferred by and in conformity with the Constitution and laws of the State of Texas, including
V.T.C.A., Government Code, Chapters 1207 and 1331.
SECTION 2: Fullv Reaistered Obliaations - Bond Date - Authorized Denominations
Stated Maturities - Interest Rates The Bonds shall be issued as fully registered obligations
only, shall be dated April 15, 2003 (the "Issue Date "), shall be in denominations of $5,000 or any
integral multiple (within a Stated Maturity, except for the single Initial Bond referenced in Section
8) thereof, and 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 rate(s) per annum in
accordance with the following schedule:
YEAR OF
PRINCIPAL
INTEREST
MATURITY
AMOUNT
RATE(S)
2004
$ ,000
%
2005
1 000
%
2006
7 000
%
2007
7 000
%
2008
7 000
%
2009
7 000
%
2010
7 000
%
2011
7 000
%
2012
7 000
%
2013
7 000
%
2014
7 000
%
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2015
1 000
%
2016
7 000
%
2017
7 000
%
2018
7 000
%
The Bonds shall bear interest on the unpaid principal amounts from the Issue Date at the
rate(s) per annum shown above in this Section (calculated on the basis of a 360 -day year of
twelve 30 -day months). Interest on the Bonds shall be payable on February 15 and August 15
in each year, commencing February 15, 2004.
SECTION 3: Terms of Payment - Paying Agent /Registrar The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders ") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar, and the payment thereof shall be in any coin or currency of the United States
of America, which at the time of payment is legal tender for the payment of public and private
debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of Wachovia Bank, National Association, Houston,
Texas, to serve as Paying Agent /Registrar for the Bonds is hereby approved and confirmed.
Books and records relating to the registration, payment, exchange and transfer of the Bonds
(the "Security Register ") shall at all times be kept and maintained on behalf of the City by the
Paying Agent /Registrar, all as provided herein, in accordance with the terms and provisions of a
"Paying Agent /Registrar Agreement ", substantially in the form attached hereto as Exhibit A, and
such reasonable rules and regulations as the Paying Agent /Registrar and the City may
prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such
Agreement in connection with the delivery of the Bonds. The City covenants to maintain and
provide a Paying Agent /Registrar at all times until the Bonds are paid and discharged, and any
successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other
entity qualified and authorized to serve in such capacity and perform the duties and services of
Paying Agent /Registrar. Upon any change in the Paying Agent /Registrar for the Bonds, the City
agrees to promptly cause a written notice thereof to be sent to each Holder by United States
Mail, first class postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or redemption, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Charlotte, North Carolina (the "Designated
Payment /Transfer Office "). Interest on the Bonds shall be paid to the Holders whose name
appears in the Security Register at the close of business on the Record Date (the last business
day of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address
of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/ Registrar, requested by, and at the risk and expense of, the Holder. If the date
for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the City 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.
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In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent/ Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date)
shall be sent at least five (5) business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4: Redemption (a) Optional Redemption The Bonds 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
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.
(b) Exercise of Redemption Option At least forty -five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent /Registrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the City.
(c) Selection of Bonds for Redemption If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent /Registrar
shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bonds by $5,000 and shall select the Bonds to be
redeemed within such Stated Maturity by lot.
(d) Notice of Redemption Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment /Transfer
Office of the Paying Agent /Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or
the principal amount thereof to be redeemed) shall become due and payable and interest
thereon shall cease to accrue from and after the redemption date therefor; provided moneys
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sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds The
Paying Agent /Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of
this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or
exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Paying Agent/Registrar at the Designated
Payment /Transfer Office for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent /Registrar.
Upon surrender of any Bond (except for the single Initial Bond referenced in Section 8
hereof) for transfer at the Designated Payment /Transfer Office of the Paying Agent/ Registrar,
one or more new Bonds shall be registered and issued to the assignee or transferee of the
previous Holder; such Bonds to be in authorized denominations, of like Stated Maturity and of a
like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the single Initial Bond referenced in
Section 8) may be exchanged for other Bonds of authorized denominations and having the
same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount
as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment /Transfer Office of the Paying Agent/ Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent /Registrar shall register and deliver new Bonds to
the Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment /Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery
thereof, the same shall be the valid obligations of the City, evidencing the same obligation to
pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent /Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in
the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
SOUTHLAKE GO REF &IMP -5-
2003_ORDINANCE.DOC
Neither the City nor the Paying Agent /Registrar shall be required to issue or transfer to
an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of
the date fixed for the redemption of such Bond; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Bond called for redemption in part.
SECTION 6: Book -Entry Only Transfers and Transactions Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
transfer /exchange of the Bonds, the City hereby approves and authorizes the use of
"Book -Entry Only" securities clearance, settlement and transfer system provided by The
Depository Trust Company (DTC), a limited purpose trust company organized under the laws of
the State of New York, in accordance with the operational arrangements referenced in a Blanket
Issuer Letter of Representations by and between the City and DTC (the "Depository
Agreement ").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants ").
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the "Beneficial Owners ") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Bonds, the City covenants and agrees with the Holders of
the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to
be issued and delivered to DTC Participants and Beneficial Owners, as the case may be.
Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the
Security Register maintained by the Paying Agent /Registrar and payment of such Bonds shall
be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration The Bonds shall be executed on behalf of the
City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the Issue Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or either of them shall cease to hold such offices at the
time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in
subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government
Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9D, manually executed by an authorized officer,
employee or representative of the Paying Agent /Registrar, and either such certificate duly
signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has
been duly certified, registered and delivered.
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SECTION 8: Initial Bond(s) The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the total principal amount noted in Section 1 with
principal installments to become due and payable as provided in Section 2 hereof and
numbered T -1, or (ii) as multiple fully registered bonds, being one bond for each stated maturity
in the applicable principal amount and denomination and to be numbered consecutively from T-
1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall
be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s)
shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial
Bond(s), the Paying Agent/ Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the initial purchaser(s), or the designee thereof, and such other information
and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms A. Forms Generally The Bonds, the Registration Certificate
of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of
Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall
be substantially in the forms set forth in this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Ordinance and may have
such letters, numbers, or other marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends on insured
Bonds and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be
established by the City or determined by the officers executing such Bonds as evidenced by
their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, or engraved or
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(B) Form of Definitive Bond.
REGISTERED
NO.
REGISTERED
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND,
SERIES 2003
Issue Date:
April 15, 2003
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2003_ORDINANCE.DOC
Interest Rate: Stated Maturity: CUSIP NO:
-7-
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
Issue Date at the per annum rate of interest specified above computed on the basis of a
360 -day year of twelve 30 -day months; such interest being payable on February 15 and August
15 in each year, commencing February 15, 2004. Principal of this Bond is payable at its Stated
Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the
Designated Payment /Transfer Office of the Paying Agent/Registrar executing the registration
certificate appearing hereon, or its successor. Interest is payable to the registered owner of
this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date ", which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to
the Paying Agent /Registrar, requested by, and at the risk and expense of, the registered owner.
All payments of principal of, premium, if any, and interest on this Bond shall be without
exchange or collection charges to the owner hereof and in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (herein referred to as the "Bonds ") for the purpose of refunding
certain outstanding obligations of the City (identified in the Ordinance hereinafter referenced
and referred to as the "Refunded Obligations "), to pay costs of issuance and the provide funds
in the amount of $610,000 for street improvements (design enhancements to State Highway
114 interchanges, including material selection, paving signage and bridge railing), under and in
strict conformity with the Constitution and laws of the State of Texas, including V.T.C.A.,
Government Code, Chapters 1207 and 1331, and pursuant to an Ordinance adopted by the City
Council of the City (herein referred to as the "Ordinance ").
The Bonds maturing on and after 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 the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of each Bond 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 Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
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Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the redemption date therefor, provided
moneys for the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent/Registrar.
In the event a portion of the principal amount of a Bond 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 Bond to the Designated Payment /Transfer Office of the Paying Agent /Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to
the registered owner, without charge. If a Bond is selected for redemption, in whole or in part,
the City and the Paying Agent/Registrar shall not be required to transfer such Bond to an
assignee of the registered owner within 45 days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Bond redeemed in part.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment /Transfer Office of the
Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by
the acceptance hereof hereby assents, for definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to
the transfer or exchange of this Bond; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the Holders; the rights, duties, and
obligations of the City and the Paying Agent /Registrar; the terms and provisions upon which this
Bond may be discharged at or prior to its maturity, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used
herein have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment /Transfer Office of the Paying Agent /Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent /Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent /Registrar to the
designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity, or 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
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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 Bonds is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawful and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Issue Date.
CITY OF SOUTHLAKE, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
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(C) *Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER: Do not print on definitive bonds
(D) Form of Certificate of Paying Agent /Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within - mentioned Ordinance; the bond or bonds of the
above entitled and designated series originally delivered having been approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts, as shown
by the records of the Paying Agent /Registrar.
The designated offices of the Paying Agent /Registrar in Charlotte, North Carolina, is the
Designated Payment /Transfer Office for this Bond.
Registration date:
WACHOVIA BANK,
NATIONAL ASSOCIATION,
Houston, Texas,
as Paying Agent/Registrar
LIM
Authorized Signature
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(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
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
(F) The Initial Bond(s) shall be in the form set forth in paragraph B of this Section,
except that the form of the single fully registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Interest Rate" and
"Stated Maturity" shall both be omitted;
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within Bond in
every particular.
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:
YEAR OF
MATURITY
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
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(INFORMATION TO BE INSERTED FROM SCHEDULE IN SECTION 2
HEREOF).
(or so much principal thereof as shall not have been prepaid prior to maturity) and to pay
interest on the unpaid Principal Amount hereof from the Issue Date at the per annum rates of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months;
such interest being payable on February 15 and August 15 in each year, commencing February
15, 2004. Principal installments of this Bond are payable in the year of maturity to the
registered owner hereof by Wachovia Bank, National Association, Houston, Texas (the "Paying
Agent/Registrar "), upon presentation and surrender, at its designated offices Charlotte, North
Carolina (the "Designated Payment /Transfer Office "). Interest is payable to the registered
owner of this Bond whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date ", which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to
the Paying Agent /Registrar, requested by, and at the risk and expense of, the registered owner.
All payments of principal of, premium, if any, and interest on this Bond shall be without
exchange or collection charges to the owner hereof and in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts.
SECTION 10: Levy of Taxes To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is
hereby levied, and there shall be annually assessed and collected in due time, form, and
manner, a tax on all taxable property in the City, within the limitations prescribed by law, and
such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for
the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be
ample and sufficient to provide funds each year to pay the principal of and interest on said
Bonds while Outstanding; full allowance being made for delinquencies and costs of collection;
separate books and records relating to the receipt and disbursement of taxes levied, assessed
and collected for and on account of the Bonds shall be kept and maintained by the City at all
times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt
Service Requirements on the Bonds shall be deposited to the credit of a "Special 2003
Refunding Bond Account" (the "Interest and Sinking Fund ") maintained on the records of the
City and deposited in a special fund maintained at an official depository of the City's funds; and
such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the
payment of the Bonds.
Proper officers of the City are hereby authorized and directed to cause to be transferred
to the Paying Agent/ Registrar for the Bonds, from funds on deposit in the Interest and Sinking
Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and
principal of the Bonds as the same accrues or matures; such transfers of funds to be made in
such manner as will cause collected funds to be deposited with the Paying Agent /Registrar on
or before each principal and interest payment date for the Bonds.
SECTION 11: Mutilated - Destroyed - Lost and Stolen Bonds In case any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying Agent /Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
SOUTHLAKE GO REF &IMP -13-
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not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/ Registrar of evidence
satisfactory to the Paying Agent/ Registrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent /Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/ Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond
mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: Satisfaction of Obligation of City If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to
the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in
trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/ Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent /Registrar have been made) the redemption date thereof. The City covenants
that no deposit of moneys or Government Securities will be made under this Section and no use
made of any such deposit which would cause the Bonds to be treated as "arbitrage bonds"
within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or
regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section which is not required for the payment of
the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited shall be remitted to the City or deposited as directed by the
City. Furthermore, any money held by the Paying Agent /Registrar for the payment of the
principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years
after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
SOUTHLAKE GO REF &IMP _14_
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deposited and are held in trust to pay shall upon the request of the City be remitted to the City
against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of
funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed
property laws of the State of Texas.
The term "Government Securities ", as used herein, means (i) direct noncallable
obligations of the United States of America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including obligations
unconditionally guaranteed or insured by the agency or instrumentality and on the date of their
acquisition or purchase by the City are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a
state or an agency or a county, municipality, or other political subdivision of a state that have
been refunded and on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section. The City may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the consent of Holders holding a
majority in aggregate principal amount of the Bonds then Outstanding, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders
of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the
principal amount thereof, the redemption price, or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds,
(2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal
amount of Bonds required to be held by Holders for consent to any such amendment, addition,
or rescission.
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent /Registrar or delivered to
the Paying Agent/ Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 11 hereof.
SECTION 14: Covenants to Maintain Tax - Exempt Status (a) Definitions When
used in this Section, the following terms shall have the following meanings:
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"Closing Date" means the date on which the Bonds are first authenticated and delivered
to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148 -1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the
Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in section 148(b)
of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to
carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue
Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation
shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation
designed to supplement, amend or replace the specific Regulation referenced.
"Yield" of (i) any Investment has the meaning set forth in Section 1.148 -5 of the
Regulations; and (ii) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations.
(a) Not to Cause Interest to Become Taxable The City shall not use, permit
the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
(b) No Private Use or Private Payments Except as permitted by section 141
of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the
last Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the
acquisition, construction or improvement of which is to be financed or refinanced
directly or indirectly with Gross Proceeds of the Bonds (including property
financed with Gross Proceeds of the Refunded Obligations), and not use or
permit the use of such Gross Proceeds (including all contractual arrangements
with terms different than those applicable to the general public) or any property
acquired, constructed or improved with such Gross Proceeds in any activity
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carried on by any person or entity (including the United States or any agency,
department and instrumentality thereof) other than a state or local government,
unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or
other payment by any person or entity who is treated as using Gross Proceeds of
the Bonds or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Obligations),
other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(c) No Private Loan Except to the extent permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the
Bonds to make or finance loans to any person or entity other than a state or local government.
For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to
a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(d) Not to Invest at Higher Yield Except to the extent permitted by section
148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior
to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Bonds.
(e) Not Federally Guaranteed Except to the extent permitted by section
149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to
take any action which would cause the Bonds to be federally guaranteed within the meaning of
section 149(b) of the Code and the Regulations and rulings thereunder.
(f) 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.
(g) 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 Bond is discharged. However,
to the extent permitted by law, the City may commingle Gross Proceeds of the
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Bonds with other money of the City, provided that the City separately accounts
for each receipt and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City
shall calculate the Rebate Amount in accordance with rules set forth in section
148(f) of the Code and the Regulations and rulings thereunder. The City shall
maintain such calculations with its official transcript of proceedings relating to the
issuance of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds
by the Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States out of the Interest and
Sinking Fund or its general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the amount
that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in Section
1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90 %) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by section 148(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.
(h) Not to Divert Arbitrage Profits. Except to the extent permitted by section
148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior
to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
(i) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro
Tem, City Manager, Director of Finance and City Secretary, individually or jointly, to make
elections permitted or required pursuant to the provisions of the Code or the Regulations, as
they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form or document.
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(j) Bonds Not Hedge Bonds (1) At the time the original bonds refunded by
the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such bonds within three years after such bonds were issued and (2) not more than
50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of 4 years or more.
(k) Qualified Advance Refunding The Bonds are issued in part to refund the
Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption
of the Refunded Obligations. The City represents as follows:
(i) The Bonds are a current refunding of the Series 1992 -A Refunded
Obligations and the first advance refunding of the Series 1994 Refunded Obligations,
within the meaning of section 149(d)(3) of the Code.
(ii) The Refunded Obligations are being called for redemption, and will be
redeemed not later than the earliest date on which such bonds may be redeemed.
(iii) The initial temporary period under section 148(c) of the Code will end: (i)
with respect to the proceeds of the Bonds not later than 30 days after the date of issue
of such Bonds; and (ii) with respect to proceeds of the Refunded Obligations on the
Closing Date if not ended prior thereto.
(iv) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the
Yield on such Refunded Obligations.
(v) The Bonds are being issued for the purposes stated in the preamble of
this Ordinance. There is a present value savings associated with the refunding. In the
issuance of the Bonds the City has neither: (i) overburdened the tax - exempt bond
market by issuing more bonds, issuing bonds earlier or allowing bonds to remain
outstanding longer than reasonably necessary to accomplish the governmental purposes
for which the Bonds were issued; (ii) employed on "abusive arbitrage device" within the
meaning of Section 1.148 -10(a) of the Regulations; nor (iii) employed a "device" to
obtain a material financial advantage based on arbitrage, within the meaning of section
149(d)(4) of the Code, apart from savings attributable to lower interest rates and reduced
debt service payments in early years.
SECTION 15: Sale of Bonds — Official Statement Approval The Bonds authorized by
this Ordinance are hereby sold by the City to RBC Dain Rauscher, Inc., A. G. Edwards & Sons,
Inc. and Estrada Hinojosa & Company, Inc.. (herein referred to as the "Purchasers ") in
accordance with the Purchase Contract, dated April 15, 2003, attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes. The Mayor or
Mayor Pro Tern is hereby authorized and directed to execute said Purchase Contract for and
on behalf of the City and as the act and deed of this Council, and 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 in the Purchase Contract are
true and correct in all material respects and shall be honored and performed by the City.
Furthermore, the use of the Official Statement by the Purchasers in connection with the
public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects.
The final Official Statement, which reflects the terms of sale (together with such changes
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approved by the Mayor, City Manager, Director of Finance or City Secretary, one or more of
said officials), shall be and is hereby in all respects approved and the Purchasers are hereby
authorized to use and distribute said final Official Statement, dated April 15, 2003, in the
reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content manually executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
SECTION 16: Special Escrow Agreement Approval and Execution The "Special
Escrow Agreement" (the "Agreement ") by and between the City and JPMorgan Chase Bank,
Dallas, Texas (the "Escrow Agent "), attached hereto as Exhibit C and incorporated herein by
reference as a part of this Ordinance for all purposes, is hereby approved as to form and
content, and such Agreement in substantially the form and substance attached hereto, together
with such changes or revisions as may be necessary to accomplish the refunding or benefit the
City, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of
the City and as the act and deed of this City Council; and such Agreement as executed by said
officials shall be deemed approved by the City Council and constitute the Agreement herein
approved.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
Federal Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on
the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL
2003 CITY OF SOUTHLAKE, TEXAS, REFUNDING BOND ESCROW FUND" (the "Escrow
Fund "); all as contemplated and provided in V.T.C.A., Government Code, Chapter 1201, as
amended, this Ordinance and the Agreement.
SECTION 17: Control and Custody of Bonds The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager,
Director of Finance and City Secretary, any one or more of said officials, are hereby authorized
and directed to furnish and execute such agreements, documents and certifications relating to
the City and the issuance, sale and delivery of the Bonds, including certifications as to facts,
estimates, circumstances and reasonable expectations pertaining to the use, expenditure and
investment of the proceeds of the Bonds, as may be necessary for the approval of the Attorney
General, the registration by the Comptroller of Public Accounts and the delivery of the Bonds to
the Purchasers, and, together with the City's bond counsel and the Paying Agent /Registrar,
make the necessary arrangements for the delivery of the Initial Bond(s) to the Purchasers and
the initial exchange thereof for definitive Bonds.
SECTION 18: Proceeds of Sale Immediately following the delivery of the Bonds,
proceeds of sale in the sum of (i) $ shall be deposited to the construction fund
and $ shall be deposited with the Escrow Agent for application in accordance
with the Agreement, and (iii) $ representing accrued interest of
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$ and premium in the sum of $ , shall be deposited in the Interest
and Sinking Fund. The balance of the proceeds of sale shall be disbursed for payment of
costs of issuance in accordance with instructions from the City, and any proceeds of sale
remaining after payment of the costs of issuance for the Bonds shall deposited in the Interest
and Sinking Fund for the Bonds. Pending expenditure for authorized projects and purposes,
such proceeds of sale may be invested in authorized investments and any investment earnings
realized may be expended for such authorized projects and purposes or deposited in the Bond
Fund as shall be determined by the appropriate authorized officials of the City. All surplus
proceeds of sale of the Bonds, including investment earnings, remaining after completion of all
authorized projects or purposes shall be deposited to the credit of the Interest and Sinking
Fund.
Additionally, on or immediately prior to the date of the delivery of the Bonds to the
Underwriters, the Director of Finance shall cause to be transferred in immediately available
funds to the Escrow Agent from moneys on deposit in the interest and sinking funds maintained
for the payment of the Refunded Obligations the sum of $ to accomplish the
refunding.
SECTION 19: Redemption of Refunded Obligations (a) The certificates of
obligation of that series known as "City of Southlake, Texas, Tax and Waterworks and Sewer
System (Limited Pledge) Revenue Certificates of Obligation, Series 1992 -A ", dated October 1,
1992, maturing in the years 2004 through 2013, and aggregating in principal amount $875,000,
shall be redeemed and the same are hereby called for redemption on May 22, 2003, at the price
of par and accrued interest to the date of redemption. The City Secretary is hereby authorized
and directed to file a copy of this Ordinance, together with a suggested form of notice of
redemption to be sent to certificateholders, with JPMorgan Chase Bank, Dallas, Texas
(successor paying agent /registrar to Ameritrust Texas, National Association), in accordance with
the redemption provisions applicable to such obligations; such suggested form of notice of
redemption being attached hereto as Exhibit D and incorporated herein by reference as a part of
this Ordinance for all purposes.
(b) The certificates of obligation of that series known as "City of Southlake, Texas,
Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 1994 ", dated December 1, 1994, maturing in the years 2005 through 2015, and
aggregating in principal amount $2,825,000, shall be redeemed and the same are hereby called
for redemption on August 15, 2004, at the price of par and accrued interest to the date of
redemption. The City Secretary is hereby authorized and directed to file a copy of this
Ordinance, together with a suggested form of notice of redemption to be sent to
certificateholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent /registrar
to Texas Commerce Bank, Association), in accordance with the redemption provisions
applicable to such obligations; such suggested form of notice of redemption being attached
hereto as Exhibit E and incorporated herein by reference as a part of this Ordinance for all
purposes.
The redemption of the obligations described above being associated with the refunding
of such obligations, the approval, authorization and arrangements herein given and provided for
the redemption of such obligations on the redemption dates designated therefor and in the
manner provided shall be irrevocable upon the issuance and delivery of the Bonds; and the City
Secretary is hereby authorized and directed to make all arrangements necessary to notify the
holders of such obligations of the City's decision to redeem such obligations on the date and in
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the manner herein provided and in accordance with the ordinances authorizing the issuance of
the obligations and this Ordinance.
SECTION 20: Notices to Holders - Waiver Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
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 Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 21: Cancellation All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/ Registrar. The
City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying Agent /Registrar shall be returned to
the City.
SECTION 22: Legal Opinion The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion or an executed counterpart thereof is hereby authorized to be either printed on definitive
printed obligations or deposited with DTC along with the global certificates for the
implementation and use of the Book Entry Only System used in the settlement and transfer of
the Bonds.
SECTION 23: CUSIP Numbers CUSIP numbers may be printed or typed on the Bonds
deposited with The Depository Trust Company or on printed definitive Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds
shall be of no significance or effect as regards the legality thereof and neither the City nor
attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Bonds.
SECTION 24: Benefits of Ordinance Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, 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.
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SECTION 25: Inconsistent Provisions All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 26: Governing Law This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 27: Effect of Headings The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 28: Construction of Terms If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 29: 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 30: Incorporation of Findings and Determinations The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 31: 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.
(a) 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, 2003) financial information and operating data with respect to the City of
the general type included in the final Official Statement approved by Section 15 of this
Ordinance, being the information described in Exhibit F hereto. Financial statements to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit
F 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
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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.
(b) Material Event Notices The City shall notify any SID and either each
NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the
Bonds, if such event is material within the meaning of the federal securities laws:
(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 Bonds;
(7) Modifications to rights of holders of the Bonds;
(8) Bond calls;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds; 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.
(c) 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 Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
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UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances resulting from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a Person
that is unaffiliated with the City (such as nationally recognized bond counsel) determines that
such amendment will not materially impair the interests of the Holders and beneficial owners of
the Bonds. The provisions of this Section may also be amended from time to time or repealed
by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction determines that such provisions are invalid, but only if and to the extent that
reservation of the City's right to do so would not prevent underwriters of the initial public offering
of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends
the provisions of this Section, it shall include with any amended financial information or
operating data filed with each NRMSIR and SID pursuant to subsection (b) of this Section an
explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
SECTION 32: 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.
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SECTION 33: Effective Date This Ordinance shall take effect and be in full force from
and after its adoption on the date shown below in accordance with V.T.C.A., Government Code,
Section 1201.028.
PASSED AND ADOPTED, this April 15, 2003.
CITY OF SOUTHLAKE, TEXAS
Mayor
ATTEST:
City Secretary
(City Seal)
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EXHIBIT D
NOTICE OF REDEMPTION
CITY OF SOUTHLAKE, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION
SERIES 1992 -A
DATED OCTOBER 1, 1992
NOTICE IS HEREBY GIVEN that all certificates of obligation of the above series
maturing on and after February 15, 2004 and aggregating in principal amount $875,000 have
been called for redemption on May 22, 2003 at the redemption price of par and accrued
interest to the date of redemption, such certificates of obligation being identified as follows:
Year of Principal
Maturity Amount
CUSIP Number
2004
$65,000
2005
70,000
2006
75,000
2007
80,000
2008
85,000
2009
90,000
2010
95,000
2011
100,000
2012
105,000
2013
110,000
ALL SUCH CERTIFICATES shall become due and payable on May 22, 2003, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said obligations shall be paid to the registered owners of the obligations
only upon presentation and surrender of such certificates to JPMorgan Chase Bank, Dallas,
Texas (successor paying agent /registrar to Ameritrust Texas, National Association) at its
designated offices at the following addresses:
First Class/
Registered /Certified
JPMorgan Chase Bank
Institutional Trust Services
P. O. Box 2320
Dallas, Texas 75221 -2320
Express Delivery /Courier
JPMorgan Chase Bank
Institutional Trust Services
2001 Bryan Street, 9 1h Floor
Dallas, Texas 75201
By Hand Only
JPMorgan Chase Bank
Room 234 -North Building
Institutional Trust Securities Window
55 Water Street
Charlotte, North Carolina 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said certificates and pursuant to an ordinance by the City Council of the City
of Southlake, Texas.
JPMORGAN CHASE BANK
Address: 2001 Bryan Street, 10 Floor
Dallas, Texas 75201
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EXHIBIT E
NOTICE OF REDEMPTION
CITY OF SOUTHLAKE, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
(LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION
SERIES 1994
DATED DECEMBER 1, 1994
NOTICE IS HEREBY GIVEN that all certificates of obligation of the above series
maturing on and after August 15, 2005 and aggregating in principal amount $2,825,000 have
been called for redemption on August 15, 2004 at the redemption price of par and accrued
interest to the date of redemption, such certificates of obligation being identified as follows:
Year of
Principal
Maturity
Amount
2005
$180,000
2006
190,000
2007
205,000
2008
220,000
2009
235,000
2010
250,000
2011
265,000
2012
290,000
2013
305,000
2014
330,000
2015
355,000
CUSIP Number
ALL SUCH CERTIFICATES shall become due and payable on August 15, 2004, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said obligations shall be paid to the registered owners of the obligations
only upon presentation and surrender of such certificates to JPMorgan Chase Bank, Dallas,
Texas (successor paying agent /registrar to Texas Commerce Bank, National Association) at
its designated offices at the following addresses:
First Class/
Registered /Certified
JPMorgan Chase Bank
Institutional Trust Services
P. O. Box 2320
Dallas, Texas 75221 -2320
Express Delivery /Courier
JPMorgan Chase Bank
Institutional Trust Services
2001 Bryan Street, 9 1h Floor
Dallas, Texas 75201
By Hand Only
JPMorgan Chase Bank
Room 234 -North Building
Institutional Trust Securities Window
55 Water Street
Charlotte, North Carolina 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said certificates and pursuant to an ordinance by the City Council of the City
of Southlake, Texas.
JPMORGAN CHASE BANK
Address: 2001 Bryan Street, 10 Floor
Dallas, Texas 75201
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Exhibit F
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION AND OPERATING DATA
The following information is referred to in Section 31 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 in the Official Statement contained in Tables 1 through 6 and 8
through 15.
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.
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