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0540ORDINANCE NO.540 AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1991"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and distribution of Placement Memorandum pertaining thereto; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $200,000 for the purpose of paying contractual obligations to be incurred for (i) the acquisition of land for municipal purposes and/or administrative facilities, and (ii) professional services, has been duly published in Fort Worth Star Telegram on A~t 1 , 1991 and August 8 , 1991, the date of the Vfirst publication of such notice being not less than fifteen (15) days prior to August 20, 1991, the date stated therein for the second reading and final passage of this Ordinance; and WHEREAS, no petition, bearing the valid petition signatures of 5% or more of the qualified electors of the City, protesting the issuance of the certificates of obligation described in the aforesaid notice, has been presented to or filed with the City Secretary on or prior to the date of the passage of this Ordinance; and WHEREAS, the Council hereby finds and determines that all of the certificates of obligation described in such notice should be issued 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 $200,000, to be designated and bear the title "CITY OF SOUTHLAKE, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1991' (hereinafter referred to as the 'Certificates"), for the purpose of paying contractual obligations to be incurred for (i) the acquisition of land for municipal purposes and/or administrative facilities and (ii) professional services, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. SECTION 2: Fully Reqistered Obligations - Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated August 1, 1991 (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 1 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 1992 $ 35,000 6.00% 1993 40,000 6.00% 1994 40,000 6.00% 1995 40,000 6.00% 1996 45,000 6.00% The Certificates shall bear interest on the unpaid principal amount from the date of their delivery to the initial purchaser (which date shall be the registration date noted on the Initial Certificates in the "Registration Certificate of Paying Agent/Registrar" to appear thereon) at the per annum rate shown above in this Section (computed on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable semiannually on February 1 and August 1 in each year, commencing February 1, 1992. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity or redemption shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books (the "Security Register") maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the-United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. Interest on each definitive Certificate shall accrue from the latest interest payment date that interest thereon has been paid that precedes the registration date appearing on such Certificate in the "Registration Certificate of Paying -2- Agent/Registrar" (Section 8D hereof), unless the registration date appearing thereon is an interest payment date for which interest is being paid, in which case interest on such Certificate shall accrue from the registration date thereon and provided further that interest on such definitive Certificates having a registration date prior to the first interest payment date shall accrue from the date of delivery of the Certificates to the initial purchasers thereof. The selection and appointment of Texas National Bank, Southtake, Texas to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its principal 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 15th day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not 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. -3- In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Non-Redeemable. The Certificates shall not be subject to redemption prior to maturity at the option of the City. SECTION 5: Registration - Transfer Exchange of Certi- ficates - Predecessor Certificates. A Security Register relating to the registration, payment, and transfer or exchange of the Certificates shall at all times be kept and maintained by the City at the principal office of the Paying Agent/Registrar, as provided herein and in accordance with the provisions of an agreement with the Paying Agent/Registrar and such rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each registered owner of the Certificates issued under and pursuant to the provisions of this Ordinance. Any Certificate may, in accordance with its terms and the terms hereof, 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 at its principal 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 for transfer of any Certificate at the principal office of the Paying Agent/Registrar, one or more new Certificates shall be registered and issued to the assignee or transferree of the previous Holder; such Certificates to be in authorized denominations, of like Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. -4- At the option of the Holder, Certificates may De exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and for like aggregate principal amount, upon surrender of the Certificates to be exchanged at the principal office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver Certificates, executed on behalf of and furnished by the City, to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the principal office of the Paying Agent/Registrar, or sent by United States mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any Certificate registered and delivered pursuant to Section 10 hereof in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 6: Execution - Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery -5- of the Certificates to the initial respect to Certificates delivered in transfers, all as authorized and Procedures Act of 1981, as amended. purchaser(s) and with subsequent exchanges and provided in the Bond 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 8C, 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 SD, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. Notwithstanding the above and foregoing paragraph, the Initial Certificates authorized for delivery to the initial purchasers in Section 7 hereof shall have printed thereon both Certificates of Registration appearing in Sections 8C and 8D hereof, and both such certifications shall be required to be manually executed in connection with the initial delivery of the Initial Certificates to the initial purchasers and both such certificates appearing on each of the Initial Certificates, duly signed, shall be conclusive evidence that such Initial Certificates have been duly certified, registered and delivered. SECTION 7: Initial Certificates. The Certificates herein authorized shall be initially issued as five (5) fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from 1 and upward (hereinafter called the "Initial Certificates") and the Initial Certificates shall be registered in the name of the initial purchaser or the designee thereof. The Initial Certificates shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser. Any time after the delivery of the Initial Certificates, the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificates delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the -6- addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, 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 Certificates shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. B. Form of Definitive and Initial Certificates. REGISTERED NO. REGISTERED UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, CERTIFICATE OF OBLIGATION, SERIES 1991 Certiflcate Date: August 1, 1991 Registered Owner: Principal Amount: Interest Rate: Stated Maturity: CUSIP NO: DOLLARS -7- The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount stated above on the Stated Maturity date specified above, without right of prior redemption, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Amount hereof from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless this Certificate is authenticated prior to February 1, 1992, in which case it shall bear interest from the date of its delivery, or the delivery of a Predecessor Certificate, to the initial purchasers) 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 1 and August 1 in each year, commencing February 1, 1992. Principal of this Certificate is payable at its Stated Maturity to the registered owner hereof, upon presentation and surrender, at the principal office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the 15th 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 $200,000 (here{n referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) the acquisition land for municipal purposes and/or administrative facilities and (ii) professional services, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter -8- C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the principal office of the Paying Agent/Registrar, and to all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the 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 principal 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 o~ principal hereof at its Stated Maturity, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for -9- • 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 SOU LAKE, TEXA _AM mow COUNTERSIGNED: .yor fl1c114'44 ey Secretary . mss, :,i e = (SEAL) ;: �_i�� i : r v c. V.............. / -10- C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER ( OF PUBLIC ACCOUNTS ( ( THE STATE OF TEXAS ( REGISTER NO. I HEREBY CERTIFY that this 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 (SEAL) D. Comptroller of Public Accounts of the State of Texas Form of Certificate of Paying Agent/Reqistrar to appear on Certificates. 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 deligered 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. Registration Date: TEXAS NATIONAL BANK Southlake, Texas, as Paying Agent/Registrar *NOTE TO PRINTER: By Authorized Signature Do Not Print on Definitive Certificates -11- 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:) other identifying number: within Certificate and all rights irrevocably constitutes and appoints (Social Security or ) the thereunder, and hereby attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. SECTION 9: Tax Levy. To provide for the payment of the "Debt Service Requirements" of the Certificates, being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service Requirements of the Certificates shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest on said Certificates while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Certificates shall be kept and maintained by the City at all times while the Certificates are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Certificates shall be deposited to the cred{t of a 'Special 1991 Certificate Account' (the "Interest and Sinking Fund") maintained on the records of the City and deposited in a special fund maintained at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Certificates. -12- Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar for the Certificates, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Certificates as the same accrues or matures; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each principal and interest payment date for the Certificates. SECTION 10: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying 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 11: 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 all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. -13- Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the Stated Maturity of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities", as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United ~%ates of America, which are non-callable prior to the respective Stated Maturities of the Certificates and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form. -14- SECTION 12: Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City while any Certificates remain Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 11 hereof; and (3) those mutilated, destroyed, lost, or stolen Certificates which have been replaced with Certificates registered and delivered in lieu thereof as provided in Section 10 hereof. SECTION 14: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14, following terms have the following meanings: the -15- "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the Issue Date. "Computation Date" has the meaning stated in Treas. Reg. ~ 1.148-8T(b)(1). "Gross Proceeds" has the meaning stated in Treas. Reg. § 1.148-ST(d). "Investment" has the meaning stated in Treas. Reg. § 1.148-8T(e). "Issue Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Nonpurpose Investment" means any Investment in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purpose of the Certificates. "Yield of" and (1) any Investment shall be computed accordance with Treas. Reg. §1.148-2T, (2) the Certificates has the meaning stated in Treas. Reg. § 1.148-3T. (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 shall have received 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 exclusion of interest on any Certificate from gross income for federal income t~x purposes pursuant to Section 103 of the Code, the City shall comply with each of the specific covenants in this Section. -16- (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the regulations and rulings thereunder, the City, at all times prior to the last Stated Maturity of Certificates, (1) shall exclusively own, operate, and possess all property acquired, constructed or improved directly or indirectly with Gross Proceeds of the Certificates and shall not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (2) shall not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of the Certificates or for any property acquired, constructed or improved 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 f~n~l Stated Maturity of the Certificates, directly or indirectly invest Gross Proceeds of the Certificates in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield of the Certificates. -17- (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 with the Secretary of the Treasury the information required by section 149(e) of the Code with respect to the Certificates on such form and in such place as such Secretary may prescribe. (h) No Rebate Required. The City warrants and represents that it satisfies the requirements of paragraph (2) and (3) of section 148(f) of the Code with respect to the Certificates without making the payments for the United States described in such section. Specifically, the City warrants and represents that (1) the City is a governmental unit with general taxing powers; (2) at least 95% of the Gross Proceeds of the Certificates will be used for the local governmental activities of the City; (3) the aggregate face amount of all tax-exempt obligations issued or expected to be issued by the City (and all subordinate entities thereof) in the calendar year in which the Certificates are issued is not reasonably expected to exceed $5,000,000. SECTION 15: Sale of the Certificates. The sale of the Certificates to Texas National Bank, Southlake, Texas (herein referred to as the "Purchasers") at the price of par is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 16: Qualified Tax Exempt Obligations. That in accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Certificates to be "qualified tax exempt obligations" in that the Certificates are not "private activity bonds" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the City) for the calendar year 1991 will not exceed $10,000,000. -18- SECTION 17: Placement Memorandum. The Placement Memorandum prepared in the initial offering and sale of the Certificates by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Council hereby finds that the information and data contained in said Placement Memorandum pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. SECTION 18: Proceeds of Sale. The proceeds of sale of the Certificates received from the Purchasers, shall be deposited in an acquisition 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 and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund as shall be determined by the City Council. All surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. SECTION 19: 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 investigation by the Attorney General of the State of Texas, and shall take and have charge and control of the Initial Certificates pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and their delivery to the Purchasers. Furthermore, the Mayor, City Secretary, City Manager and Finance Director, any one or more of said officials, are hereby authorized and directed to furnish and execute such 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, registration by the Comptroller of Public Accounts and delivery of the Certificates to the purchasers thereof and, together with the City's financial advisor, bond counsel and the Paying Agent/ Registrar, make the necessary arrangements for the delivery of the Initial Certificates to the purchasers. -19- SECTION 20: Notices to Holders-Waiver. Ordinance provides for notice to Holders of notice shall be sufficiently given (unless expressly provided) if in writing and sent Mail, first class postage prepaid, to the Wherever this any event, such otherwise herein by United States 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 21: Cancellation. All Certificates surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski, Attorneys, 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. Printing of a true and correct reproduction of said opinion on the reverse side of each of the definitive Certificates is hereby approve~ and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of -20- . 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 24 : Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders . SECTION 25 : Inconsistent Provisions . All ordinances , orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 26 : Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America . SECTION 27 : Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof . SECTION 28: Construction of Terms . If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, 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 : 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 Article 6252-17, Vernon' s Texas Civil Statutes, as amended. -21- SECTION 31 : Effective Date. This Ordinance shall take effect and be in full force immediately from and after its date of adoption shown below. PASSED ON FIRST READING, August 6 , 1991 . PASSED ON SECOND READING AND ADOPTED, this August 20, 1991 . CITY OF SOUTHLAKE, TEXAS A04°F Ma . r ATTEST:A444/1/1. Zi (-11/• C ty Secretary (City Seal) APPROVED AS TO LEGALITY: „poM1 unsoff 1,t.#1 l 61, ).C; a...'0P105y City Attorney . 1(92s . e�s Igi 4i VPA .144 I V;\. • -22- Fort Worth Star-Telegram 400 W SEVENTH STREET•FORT WORTH.TEXAS 76102 —1E STATE OF TEXAS 'unt_y of Tarrant Before me , a Notary Public in and for said County and State , this day personally appeared KELLEY ALLARD Billing Specialist for the Fort Worth Star--Telegram , published by the Star-Telegram Inc . at Fort Worth , in Tarrant County , Texas ; and who , after being duly sworn , did depose and say that the following clipping of an advertisement was published in the above named paper on the following dates : DATE DESCRIPTION AD SIZE INTCHtiNE RATE AMOUNT AUG 10, 6739042 CL . 358 1X57 L 57 . 60 34 . 20 NOTICE aUgUSt 10 PUBLIC HEARR ING y _____ ___-_._________.___.... _.___......._._.....___.___._.._.... NOTICE isherebvglventoa interested per sons that the Ci- ty Counci I of the City of South- lakeTexas,will be holding a ,..... ........__._....__._...-._.._..___.__._-__.,..-_.______...,....._......___....._......_... public hearing during the Regular City Council meeting tobeheldonAugust20 1991,at 7:30p.m. SouthlakeCity hall, 667 North Carroll Avenue, ----------^-________.___.. Southlake,Texas. Purpose of the hearing Is to consider the second readingof the following Ordinance: ORDINANCE NO.540 '1 AN ORDINANCE AU-THORIZING THE IS-SUANCE OF "CITY OF SOUTHLAKE TEXAS, CERTIFICATES OF OB- LIGATION SERIES SIGNE i&d' SPECIFYING AND SWORN TO BEFORE ME , Tr1I THEDAY OF ERMS AND FEA- , SOFSAIDCERTI- 12th August�91 ES PROVIDING e \ / OF SAFID CERTIFI- CATES NOTARY PU.B.LLC.-.c OF OBLIGA- TION BY THE LEVYOF AN AD VALOREM TAX UPON ALL TAXABLE ;o, .. .. ._............... T K R R A N T C 0 UN. TE. AS PROPERTY WITHIN ry . p THE CITY AND RE- '`�+'�'v"`w F�CFI� 0 TOE VINGC0IHERIDENT AND +q-"Pa�!.Pii��� ' I� RELATING TO THE s%, .. ..B.,a, KAThRYN 1. 'r.o G 01 AFFIDAVITS IS- SUANCE_, PAYMENT �7j t�'ai��priMISS!0�1 E�P1R`S SECURIY,SALE AND DELIVERY OF SAID S •_ CERTIFICATES, I N- ,.__ .._....._ . ....,_.._- %.• �\ ��- IANUARY 2$, 199 PROVAL AND THE I- .I ,�1F.:p �4._ ,.. BUTTON OF PRIVATE / s"�� PLACEMENT MEMO- RANDUM PERTAIN- ING THERETO- AND PROVIDING TEN EF TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT -- City of Southlake Sandra L.LeGrand City Secretary REMIT TO : 400 W . SEVENTH , FW, TX 76102 Fort Worth FEW- TO: iii`• )(D)pxFA (9,-MRX WcIf,;Ttj wyR76197 I, !_i 1 0 t{[ ACCOUNT r AMOUNTDUE I� c n NUMBER C I T_ .. ro PAGE ],OF 1 CITY OF SOUTHLAKE ORIGINA 667 N CARROLL PLEASE PAY bi. 34 . 20 SOUTHLAKE TX 76092 0 THIS AMOUNT ATTN : SANDRA LEGRAND PLEASE WRITE IN AMOUNT ENCLOSED Fort Worth Star-Telegram ***INVOICE/AFFIDAVIT***INVOICE/AFFIDAVIT*** 400 W SEVENTH STREET•FORT WORTH.TEXAS 76102 STATE OF TEXAS County of Tarrant Before me, a Notary Public in and for said County and State, this day personally appeared KELLEY ALLARD Billing Specialist for the Fort Worth Star-Telegram, published by the Star-Telegram Inc . at Fort Worth, in Tarrant County, Texas ; and who, after being duly sworn, did depose and say that the following clipping of an advertisement was published in the above named paper on the following dates : DATE ! DESCRIPTION AD SIZE —TOTAL RATE AMOUNT INCH/ INE AUG 23 6745733 CL . 358 1X40 L 40 . 13 5 . 20 ORDINANCE NO.540 august 23 AN ORDINANCE AUTHOR- IZING THE ISSUANCE OF "CITY OF SOUTHLAKE TEXAS CERTIFICATES OP 1991,OBLIGATION, TERMS AND FEATURE SS O F CERTIFICATES; I F ATOAIDIG FOR H E'.___.....____....._......__._..__._.___...____.___.._..._.............___.__._____._._.__.__._...__._._...„.._...-._.._._w___. PAYMENTOFSAIDCERTI- FICATES OF OBLIGATION BY THE LEVY OF AN AD VAAXALOREBLE MTAXPR UPONOPERTY ALL . ,.... ,...... ... .........-.__.mw....._-_.-..._...........__�,__..a...__.__ ..__.______..___.__.__ _.. ....._... .........__._..., _. .. ....... .... .._.. .. T WITHIN THE CITY, AND RESOLVING OTHER MAT- TERS INCIDENT AND RE- LATING TO THE IS- .ICE, PAYMENT, R ITY SALE AND DE 2YOFSAIDCERTIFI S, IN ANDI DSTHE SIGNED P. ONOFPRIVATE,ND SWORN TO BEFORE ME, THIS THE/7644f/r 23 D .. .OF PLACEMENT MEMORAN- AU T, 1 91 TTHEPETO,PERTAINING NOTARY P U,LI. INGANEF ECTIVEDA7E _.- PASSED AND APPROVED INSECONOREADINGTHIS TARRANT COON Y EX S ..-. ,e, .. Gary rFofkSouihlake 1Pa� P`�ett ATTEST:SandraL.LeGrand 72o�• .t; KA'HRYN J. SPENCER_ :: ''�n�, 01 AFFIDAVI—S 10 . 00 City Secretary . Taylor JJr,City Attu E.Allen ._.._____.:.__�_._._......_ GG.i-`� _....... Taylor r.,City Attorney $N, yy C9RhMtSSIOiY-E3EP+f�t �- -- - ?�'i+Ps 1ANUARY 28, 1995 15 . 2 0 _......_........................«..._................._._._.............__....._._......._.........w_....,._,.........__............,...__..,_._„."`i7i�� F etTilA, Ar---TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT REMIT TO : 400 W . SEVENTH, FW, �/TT yX 7610212 Fort Worth S r1CMIi y, X6 �� YVVt51X i'T,xIC/VYJ /s,97 6745733 ACCOUNT CIT57 AMOUNT 15 . 20 NUMBER DUE PAGE /F CITY OF SOUTHLAKE ORIGINA 667 N CARROLL PLEASE PAY hi. 15. 20 SOUTHLAKE TX 76092 0 THIS AMOUNT ATTN : SANDY LEGRAND PLEASE WRITE IN AMOUNT ENCLOSED